1. INTERPRETATION  

The following definitions and rules of interpretation apply in this agreement. 

1.1 Definitions:  

Business Day: a day other than a Saturday, Sunday, or public holiday in England, when banks in  London are open for business. 

Cancellation Fee: fee payable by the Customer for cancelling the works, in accordance with Clause 7.2. Commencement Date: has the meaning given in Clause 2.2. 

Conditions: these terms and conditions as amended from time to time in accordance with Clause  16.8. 

Contract: the contract between the Supplier and the Customer for the supply of Services in accordance  with these Conditions. 

Customer: including Commercial (the individual, person, or firm including, corporate bodes, associations  and sole traders) who purchases the Goods and/or Services from the Supplier in connection with a  business) and Domestic Customer’s. 

Customer Default: has the meaning given in Clause 6.2. 

Data Controller: has the meaning set out in GDPR Article 24 and section 1(1) of the Data Protection Act  1998. 

Data Subject: an individual who is the subject of Personal Data. 

Delivery Location: has the meaning given in Clause 4.1. 

Force Majeure Event: has the meaning given to it in Clause 15. 

GDPR: General Data Protection Regulation. 

Goods: the Goods (or any part of them), which include but are not limited to bins and skip bags, set out  in the Order. 

Order: the Customer’s order for the supply of Services, as set out in the Customer’s acceptance of the  Supplier’s Quote.  

Personal Data: has the meaning set out in GDPR Article 4.1 and section 1(1) of the Data Protection Act  1998 and relates only to personal data, or any part of such personal data, in respect of which the  Customer is the Data Controller and in relation to which the Supplier is providing Services under the  Contract. 

Processing and process: have the meaning set out GDPR Article 4.2 and section 1(1) of the Data  Protection Act 1998. 

Quote: a proposed price for the Supplier’s Goods or Services based on certain conditions for a particular  job or service. 

Services: the Services supplied by the Supplier to the Customer as set out in the Service Specification. Service Specification: the description or specification for the Services provided in writing by the  Supplier to the Customer. 

Supplier: On Demand Services Group Ltd, registered in England and Wales with company number  15663988, whose registered office is Unit 39 Canal Bridge Enterprise Centre, Meadow Lane, Ellesmere  Port, United Kingdom, CH65 4EH. 

Works Commencement Date: the date on which the Supplier will commence the agreed Services.  1.2 Interpretation: 

(a) A person includes a natural person, corporate or unincorporated body (whether or not  having separate legal personality). 

(b) A reference to a party includes its personal representatives, successors and permitted  assigns. 

(c) A reference to a statute or statutory provision is a reference to it as amended or re enacted. A reference to a statute or statutory provision includes all subordinate  legislation made under that statute or statutory provision.

(d) Any words following the terms including, include, in particular, for example or any  similar expression shall be construed as illustrative and shall not limit the sense of the  words, description, definition, phrase or term preceding those terms. 

(e) A reference to writing or written includes faxes and emails. 

2. BASIS OF CONTRACT  

2.1 The Order constitutes an offer by the Customer to purchase Services in accordance with these  Conditions. 

2.2 The Order shall only be deemed to be accepted when the Customer issues acceptance of the  Order by way of accepting the Quote on the Supplier Job Management Software or by submitting  a purchase via the Supplier’s website, at which point, and on which date the Contract shall come  into existence (Commencement Date). 

2.3 Any samples, drawings, descriptive matter, or advertising issued by us and any descriptions of  the Materials or illustrations or descriptions of the Services contained in our catalogues,  brochures or on their website are issued or published for the sole purpose of giving an  approximate idea of the Services and/or Goods described in them. They shall not form part of the  Contract or have any contractual force. 

2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer  seeks to impose or incorporate, or which are implied by trade, custom, practice or course of  dealing. This Contract shall supersede and extinguish any and all agreements which the  Customer may wish to implement or impose in relation to this Order. 

2.5 Any quotation given by the Supplier shall not constitute an offer and is only valid for a period of 7 calendar days from its date of issue but is subject to change if Goods and Materials prices  increase. 

2.6 All of these Conditions shall apply to the supply of both Goods and Services except where  application to one or the other is specified. 

3. GOODS AND MATERIALS 

3.1 The Goods and Materials are described as per the Goods Specification provided by the Supplier. 

3.2 The Supplier reserves the right to amend the Goods Specification if required by any applicable  statutory or regulatory requirement, and the Supplier shall notify the Customer in any such event. 

3.3 The risk in the Goods supplied by the Supplier shall pass to the Customer on completion of  delivery. 

3.4 The risk of loss, theft, damage or destruction of the Goods shall pass to the Customer on  delivery. The Goods shall remain at the sole risk of the Customer during their period of  possession custody or control of the Customer (“Risk Period”) until such time as the Goods are collected or returned to the Supplier.  

3.5 The Customer will be and shall remain liable for the cost of any and all damage or loss (including  total loss) of the Goods whilst in their possession (after delivery and prior to collection).  

3.6 The Customer shall give immediate written notice to the Supplier in the event of any loss,  accident or damage to the Goods arising out of or in connection with the Customer’s possession  or use of the Goods. 

3.7 Title to the Goods supplied by the Supplier shall not pass to the Customer at any point and shall  remain at all times the property of the Supplier.

4. DELIVERY AND RETURN OF GOODS  

4.1 The Supplier will deliver the Goods to the location agreed between the parties and stated within  the Order. The Supplier shall use all reasonable endeavours to effect delivery by the date and  time agreed between the parties. Title and risk shall transfer in accordance with Clause 3 of this  Hire Agreement. 

4.2 Delivery of the Goods shall be completed on the completion of unloading of the Goods and at the  Delivery Location. 

4.3 The Supplier shall collect the Goods on the agreed date or at any such point after the Supplier  has given the Customer notification of their intention to collect the Goods. If there is a delay in  collection due to the Customer, their servants or agents, the Customer will be charged (and is  liable to pay) the sum of the equivalent of the daily rate for the Goods, plus 10%, for each  additional day they retain the Goods, up to point of collection. 

5. SUPPLY OF SERVICES  

5.1 These Terms and Conditions apply to the following Services (with full details of the specific  Services which are to be provided to be detailed in the Quote), provided by the Supplier: 

(a) Collections; 

(b) Clearances; 

(c) Strip Outs; 

(d) Bin Collections. 

5.2 The Supplier shall use all reasonable endeavours to meet any performance dates specified in the  Quote, but any such dates shall be estimates only and time shall not be of the essence for  performance of the Services. 

5.3 The Supplier reserves the right to amend the Specification if necessary to comply with any  applicable law or regulatory requirement, or if the amendment will not materially affect the nature  or quality of the Services, and the Supplier shall notify the Customer in any such event. 

5.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care  and skill. 

5.5 The Supplier is entitled to deliver the works in one or more consignment at the Supplier’s sole  discretion unless otherwise expressly agreed. 

5.6 The Supplier will (where applicable) use floor covers when supplying specific Services that  require them to enter domestic dwellings, but will not be liable for any dirt which is not captured  by the covers.  

5.7 If the supply of Services is delayed by an event outside the Suppliers control then the Supplier  will contact the Customer as soon as possible to let them know and will take steps to minimise  the effect of the delay. The Supplier will not be liable and direct or indirect loss caused by such  delays.  

5.8 if inclement weather should occur, preventing the Supplier from providing the Services, the  Supplier will not be liable for any such delays which occur. In such circumstances the Supplier  will notify the Customer that they will not be attending on such days. 

5.9 The Supplier will provide the Services as per the agreed Quote. If the Customer requires any  additional Services, they are required to contact the Supplier, who will provide an additional  Quote. 

6. CUSTOMER’S OBLIGATIONS  

6.1 The Customer shall: 

(a) ensure that the terms of the Order and any information it provides in the Service  Specification are complete and accurate; 

(b) co-operate with the Supplier in all matters relating to the Services; 

(c) provide the Supplier with full and clear access to the site; 

(d) (where applicable) ensure there is an appropriate person (representative of the  Customer for Commercial Customers) on site to allow entry and liaise with the Supplier  where required; 

(e) ensure they provide details and information relating to any and all Health and Safety  issues on site which may affect or impact the Supplier and/or the Services; 

(f) ensure they notify the Supplier of any restrictions on site which may affect the  Services. Failure to do so, may result in additional charges being incurred for which the  Customer will be liable;  

(g) where the Services are to be provided at apartments or flats, ensure that there is a  functional lift on site. Failure to do so may result in the Supplier being prevented from being able to provide the Services and the Customer incurring a fee; 

(h) provide the Supplier with parking at the location, within 20 metres of where Services  are to be supplied. Please note that if the Supplier incurs any parking fees, these will be  passed to the Customer, who will be liable for the same; 

(i) be respectful and not abusive to the Supplier, their employees agents and  Subcontractors whilst providing the Services; 

(j) provide the Supplier with such information and materials as the Supplier may  reasonably require in order to supply the Services, and ensure that such information is  complete and accurate in all material respects; 

(k) obtain and maintain all necessary licences, permissions and consents which may be  required for the Services before the date on which the Services are to start; 

(l) provide the Supplier with all relevant Notification periods, in good time; 

(m) comply with all applicable laws, including health and safety laws. 

6.2 If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed  by any act or omission by the Customer or failure by the Customer to perform any relevant  obligation (Customer Default): 

(a) without limiting or affecting any other right or remedy available to it, the Supplier shall  have the right to suspend performance of the Services until the Customer remedies  the Customer Default, and to rely on the Customer Default to relieve it from the  performance of any of its obligations in each case to the extent the Customer Default  prevents or delays the Supplier’s performance of any of its obligations;

(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the  Customer arising directly or indirectly from the Supplier’s failure or delay to perform  any of its obligations as set out in this Clause 6.2;  

(c) the Customer shall reimburse the Supplier on written demand for any costs or losses  sustained or incurred by the Supplier arising directly or indirectly from the Customer  Default, limited to the maximum value of that on the order supplied. 

7. CHARGES AND PAYMENT  

7.1 The Charges for the Services shall be calculated on a time and material basis and shall be  payable as per the terms stated within the Suppliers invoice. 

7.2 The Supplier reserves the right to charge in advance for all or part of the Services, details of  which will be contained within the Quote and invoice.  

7.3 If the Customer cancels the agreed works within 48 hours of the works commencement date,  they will be liable to pay a cancellation fee. In such circumstances the Supplier will retain any  advanced payment received as the cancellation fee.  

7.4 The price stipulated by the Supplier is for the works as described in Quote only. Any variations to  the Services including additional requirements will result in variations to the prices charged,  details of which will be provided by the Supplier.  

7.5 If the Customer is receiving the Bin Collection Services (see Clause 5.1(d)) they will be liable to  pay for any damage or loss incurred whilst they are in their possession in accordance with  Clause 3.6. Details of such costs will be provided by the Supplier.  

7.6 The Customer shall pay each invoice submitted by the Supplier by Cash, Direct Bank Transfer,  BACS, Klarna, Apple Pay & Google pay or Go Cardless, in full and in cleared funds to a bank  account nominated in writing by the Supplier, and time for payment shall be of the essence of the  Contract. 

7.7 All amounts payable by the Customer under the Contract are inclusive of amounts in respect of  value added tax chargeable from time to time (VAT). Where applicable, the VAT element of the  invoice will be clearly specified and payment of this taxable element, is due upon the supply of  the Services or Goods at the same time as payment is due for the supply of the Services or  Goods. 

7.8 If the Customer fails to make a payment due to the Supplier under the Contract by the due date,  then, without limiting the Supplier’s remedies under Clause 11 (Termination), the Customer shall  pay interest on the overdue sum from the due date until payment of the overdue sum, whether  before or after judgment. Interest under this Clause 7.8 will accrue each day at 4% (Domestic  Customers) or 8% (Commercial Customer’s) a year above the Bank of England’s base rate from  time to time, but at 4% 0r 8% (whichever is applicable) a year for any period when that base rate  is below 0%. 

7.9 The Supplier is permitted to claim, and the Customer is liable to pay any and all fees, charges  and costs relating to the instruction of Debt Collection/Recovery agents and/or Solicitors in the  recovery of outstanding debts owed under the Contract. The Supplier will instruct Debt  Collection/Recovery agents for any and all debts which become 7 days overdue. 

8. DATA PROTECTION AND DATA PROCESSING 

8.1 The Customer and the Supplier acknowledge that for the purposes of General Data Protection  Regulation (GDPR), the Customer is the Data Controller, and the Supplier is the Data Processor  in respect of any Personal Data.

8.2 The Supplier shall process the Personal Data only in accordance with the Customer’s instructions  from time to time and shall not process the Personal Data for any purposes other than those  expressly authorised by the Customer. 

8.3 The Supplier shall take reasonable steps to ensure the reliability of all its employees who have  access to the Personal Data. 

8.4 Each party warrants to the other that it will process the Personal Data in compliance with all  applicable laws, enactments, regulations, orders, standards, and other similar instruments. 

8.5 The Supplier warrants that, having regard to the state of technological development and the costs  of implementing any measures, it will: 

(a) take appropriate technical and organisational measures against the unauthorised or  unlawful processing of Personal Data and against the accidental loss or destruction of,  or damage to, Personal Data to ensure a level of security appropriate to: 

(i) the harm that might result from such unauthorised or unlawful  

processing or accidental loss, destruction, or damage; and 

(ii) the nature of the data to be protected.  

(b) take reasonable steps to ensure compliance with those measures. 

8.6 Each party agrees to indemnify and keep indemnified and defend at its own expense the other  party against all costs, claims, damages, or expenses incurred by the other party or for which the  other party may become liable due to any failure by the first party or its employees or agents to  comply with any of its obligations under this Clause 8. 

8.7 The Customer acknowledges that the Supplier is reliant on the Customer for direction as to the  extent to which the Supplier is entitled to use and process the Personal Data. Consequently, the  Supplier will not be liable for any claim brought by a Data Subject arising from any action or  omission by the Supplier, to the extent that such action or omission resulted directly from the  Customer’s instructions. 

9. CONFIDENTIALITY  

9.1 Each party undertakes that it shall not at any time during the Contract, and for a period of five  years after termination of the Contract, disclose to any person any confidential information  concerning the business, affairs, Customer/Client’s, or Customer/Client’s Suppliers of the other  party, except as permitted by Clause 9.2. 

9.2 Each party may disclose the other party’s confidential information: 

(a) to its employees, officers, representatives, subcontractors, or advisers who need to  know such information for the purposes of carrying out the party’s obligations under  the Contract. Each party shall ensure that its employees, officers, representatives,  subcontractors or advisers to whom it discloses the other party’s confidential  information comply with this Clause 9; and 

(b) as may be required by law, a court of competent jurisdiction or any governmental or  regulatory authority. 

9.3 Neither party shall use the other party’s confidential information for any purpose other than to  perform its obligations under the Contract. 

10. LIMITATION OF LIABILITY: 

10.1 Nothing in the Contract shall limit or exclude the Supplier’s liability for:

(a) death or personal injury caused by its negligence, or the negligence of its employees,  agents, or subcontractors; or 

(b) fraud or fraudulent misrepresentation. 

10.2 Subject to Clause 10.1, the Supplier shall not be liable to the Customer, whether in contract, tort  (including negligence), for breach of statutory duty, or otherwise, arising under or in connection  with the Contract for:  

(a) loss of profits; 

(b) loss of sales or business; 

(c) loss of agreements or contracts; 

(d) loss of anticipated savings; 

(e) loss of use or corruption of software, data, or information; 

(f) any damage/losses/issues arising from pre-existing issues to the property/site; (g) any Health and Safety issues on site which the Customer fails to notify the Supplier of; (h) loss of or damage to goodwill; and 

(i) any indirect or consequential loss. 

10.3 Subject to Clause 10.1, the Supplier’s total liability to the Customer, whether in contract, tort  (including negligence), breach of statutory duty or otherwise, arising under or in connection with  the Contract, shall be limited to 100% of the total charges paid under the Contract. 

10.4 All claims against Supplier must be brought within one 1 year after the cause of action arises and  the Customer waives any statute of limitations which might apply by operation of law or  otherwise. 

10.5 This Clause 10 shall survive termination of the Contract. 

11. TERMINATION  

11.1 Without affecting any other right or remedy available to it, either party may terminate the Contract  prior to commencement by giving the other party written notice. If the Customer terminates the  Contract they will still be liable for the appropriate Cancellation Fee as per Clause 7.3.  

11.2 Without affecting any other right or remedy available to it, Supplier may terminate the Contract  with immediate effect by giving written notice to the other Customer if: 

(a) the Customer commits a material breach of any term of the Contract and (if such a  breach is remediable) fails to remedy that breach within 24 hours of that party being  notified in writing to do so; 

(b) the Customer commits an action which would be deemed a material breach of any  term of the Contract; 

(c) the Customer fails to pay any amount due under the Contract on the due date for  payment; 

(d) the Customer takes any step or action in connection with its entering bankruptcy,  administration, provisional liquidation or any composition or arrangement with its 

creditors (other than in relation to a solvent restructuring), being wound up (whether  voluntarily or by order of the court, unless for the purpose of a solvent restructuring),  having a receiver appointed to any of its assets or ceasing to carry on business; 

(e) the Customer (where applicable) suspends, or threatens to suspend, or ceases or  threatens to cease to carry on all or a substantial part of its business;  

(f) the Customer’s financial position deteriorates to such an extent that in the terminating  party’s opinion the other party’s capability to adequately fulfil its obligations under the  Contract has been placed in jeopardy; or 

(g) there is a change of control of the Customer. 

11.3 Without affecting any other right or remedy available to it, the Customer may terminate the  Contract with immediate effect by giving written notice to the Supplier if: 

(a) the Supplier commits a material breach of its obligations under the Contract and (if  such breach is remediable) fails to remedy that breach within 72 hours (where  applicable, subject to stock being available) days after receipt of notice in writing to do  so; 

(b) the Supplier takes any step or action in connection with its entering administration,  provisional liquidation or any composition or arrangement with its creditors (other than  in relation to a solvent restructuring), being wound up (whether voluntarily or by order  of the court, unless for the purpose of a solvent restructuring), having a receiver  appointed to any of its assets or ceasing to carry on business; 

(c) the Supplier suspends, or threatens to suspend, or ceases or threatens to cease to  carry on all or a substantial part of its business. 

11.4 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of  Services under the Contract or any other contract between the Customer and the Supplier, if the  Customer fails to pay any amount due under the Contract on the due date for payment, the  Customer becomes subject to any of the events listed in Clause 11.2(d) to Clause 11.2(g), or the  Supplier reasonably believes that the Customer is about to become subject to any of them. 

12. CONSEQUENCES OF TERMINATION  

12.1 On termination of the Contract: 

(a) if Services have not commenced the Customer (where applicable) will be liable to pay the  Cancellation Fee (see Clause 7.3); or 

(b) if Services have commenced, the Supplier will retain any advanced payment received and  you will also be liable to pay for the remainder of the agreed fee in full. The Supplier will l  submit an invoice for any outstanding amounts, which shall be payable by you immediately on  receipt; and 

(c) (where applicable) you shall return all of our Goods. If you fail to do so, then we may enter  your premises and take possession of them. Until they have been returned, you shall be  solely responsible for their safe keeping and will not use them for any purpose not connected  with the Contract. If you continue to prevent us from collecting the Goods, you will be charged  for the same (and agree to be liable under the terms of the contract).  

12.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations, or liabilities  of the parties that have accrued up to the date of termination or expiry, including the right to claim  damages in respect of any breach of the Contract which existed at or before the date of  termination or expiry.

12.3 Any provision of the Contract that expressly or by implication is intended to come into or continue  in force on or after termination or expiry of the Contract shall remain in full force and effect. 

13. FORCE MAJEURE  

Neither party shall be liable for failure to perform, nor be deemed to be in default, under this  Agreement for any delay or failure in performance resulting from causes beyond its reasonable  control, including but not limited to acts of God, acts of Governmental authorities, acts of  terrorism, natural catastrophe, fire, storm, flood, earthquake, riot, insurrection, civil disturbance,  sabotage, embargo, blockade, acts of war, accident, pandemics, epidemics, lightning damage,  electromagnetic interference, radio interference, strikes, industrial dispute, power failure or any  other cause beyond its reasonable control. 

14. GENERAL  

14.1 Assignment and other dealings 

(a) The Supplier may at any time assign, mortgage, charge, subcontract, delegate,  declare a trust over or deal in any other manner with any or all of its rights and  obligations under the Contract. 

(b) The Customer shall not assign, transfer, mortgage, charge, subcontract, declare a  trust over or deal in any other manner with any of its rights and obligations under the  Contract. 

14.2 Notices 

(a) Any notice or other communication given to a party under or in connection with the  Contract shall be in writing and shall be delivered by hand or by pre-paid first-class  post or other next working day delivery service at its principal place of business; or  sent by email to the address specified in the quote or order. 

(b) Any notice or other communication shall be deemed to have been received: if  delivered by hand, on signature of a delivery receipt or at the time the notice is left at  the proper address; if sent by pre-paid first class post or other next working day  delivery service, at 9.00 am on the second Business Day after posting or at the time  recorded by the delivery service; or, if sent by fax or email, at 9.00 am on the next  Business Day after transmission. 

(c) This clause does not apply to the service of any proceedings or other documents in  any legal action. 

14.3 Severance 

If any provision or part-provision of the Contract is or becomes invalid, illegal, or unenforceable, it  shall be deemed modified to the minimum extent necessary to make it valid, legal, and  enforceable. If such modification is not possible, the relevant provision or part-provision shall be  deemed deleted. Any modification to or deletion of a provision or part-provision under this clause  shall not affect the validity and enforceability of the rest of the Contract. 

14.4 Waiver 

A waiver of any right or remedy under the Contract or by law is only effective if given in writing  and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a  party to exercise any right or remedy provided under the Contract or by law shall not constitute a  waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of  that or any other right or remedy. No single or partial exercise of any right or remedy provided  under the Contract or by law shall prevent or restrict the further exercise of that or any other right  or remedy.

14.5 No partnership or agency 

Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint  venture between the parties, constitute either party the agent of the other, or authorise either  party to make or enter into any commitments for or on behalf of the other party. 

14.6 Entire agreement. 

(a) The Contract constitutes the entire agreement between the parties and supersedes  and extinguishes all previous agreements, promises, assurances, warranties,  representations, and understandings between them, whether written or oral, relating to  its subject matter. 

(b) Each party acknowledges that in entering into the Contract it does not rely on and  shall have no remedies in respect of any statement, representation, assurance, or  warranty (whether made innocently or negligently) that is not set out in the Contract.  Each party agrees that it shall have no claim for innocent or negligent  misrepresentation [or negligent misrepresentation] based on any statement in the  Contract. 

(c) Nothing in this clause shall limit or exclude any liability for fraud. 

14.7 Third parties’ rights 

The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act  1999 to enforce any term of the Contract. 

14.8 Variation 

Except as set out in these Conditions, no variation of the Contract shall be effective unless it is  agreed in writing and signed by the parties (or their authorised representatives). 

14.9 Social Media. Under the terms of this agreement, the Customer provides consent for the Supplier  to take videos and images of the Services and use the same on their social media platforms. If Customer does not wish for this to occur, they must make the Supplier aware before the Services  commence. 

14.10 Governing law 

The Contract and any dispute or claim (including non-contractual disputes or claims) arising out  of or in connection with it or its subject matter or formation shall be governed by and construed in  accordance with the law of England and Wales. 

14.11 Jurisdiction 

Each party irrevocably agrees that the courts of England and Wales shall have exclusive  jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out  of or in connection with the Contract or its subject matter or formation.