Recycle2trade Ltd’s TERMS & CONDITIONs for the online platform “open waste compliance”
a) Recycle2Trade Ltd (hereafter referred to as “we, us or our”) is a company registered in England and Wales under company number 09063915. Our registered office is at Sussex Innovation Centre Science, Park Square, Falmer, Brighton, East Sussex, England, BN1 9SB.
b) We conceived, developed, operate and maintain an on-line platform – www.openwastecompliance.com – which helps waste holders to comply with aspects of the duty of care established by section 34 of the Environmental Protection Act 1990.
c) Our platform allows anyone who produces, carries, keeps, dispose of, treats, imports or has control of waste (“waste holders”) to appoint an authorised user of our Services to check whether the person(s) and sites (where applicable) to whom they pass their waste is duly authorised to receive it; We recommend that you make a reasonable inspection of any information provided by us before you act on it so as to ascertain whether it might contain any manifest defects or errors. Please see clause 7.2 g) for further information.
d) Our platform uses, inter alia, open data provided by public bodies, currently including (but not limited to) 14 EU Environmental Agencies (Bulgaria, Cyprus, Czech Republic, Denmark, Estonia, Greece, Finland, France, Ireland, Luxembourg, Malta, The Netherlands, Portugal, the United Kingdom).
It is possible that our platform will use additional sources of data (open or otherwise) over time as further improve the user experience. We are dependent in all cases on the accuracy of the information as provided by the holders and updated from time to time at a frequency dictated by the holder.
e) unless required to do so as a matter of law, we will not disclose to any third party (including but not limited to any regulatory or enforcement body) the data relating to or information
provided as a result of any Services provided to you under these Terms & Conditions.
1.1 These Terms apply to any contract between you and us for the provision and sale of Services to you (“Contract”). Please read these Terms carefully and make sure that you understand them, before ordering any Services from us. Please note that by ordering any of our Services, you agree to be bound by these Terms.
2.1 The following definitions will apply to these terms and conditions:
“Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights owned or used by us, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
“Services” means any and all of the following:
(a) Enabling our User to check whether the person(s), company and site (where applicable)to whom they may transfer their waste in the Territory has the relevant authorisation, environmental permit or licence (in all cases issued by a regulatory body such as the Environment Agency) in order to lawfully receive it; and
(b) The creation and management of a single user account for each User for the purposes of utilising our Services.
“Site” means the website from which any of our Services may be purchased: ww.dutie.co.uk
“Territory” means England and Wales and such other countries or locations within the United Kingdom as may be notified to Users on our website from time to time.
“User” means any person (being an individual, sole trader or a legal entity such as a company or partnership) requesting and receiving our Services in the Territory pursuant to these Terms and, where the context allows, the single individual who is or represents or advises or is appointed by that person to use our Services.
“Order” means your order for our Services pursuant to these Terms.
“you or your” means the User.
2.2 In these Terms references to the masculine include the feminine and the neuter and to the singular include the plural and vice versa as the context admits or requires.
2.3 In these Terms headings will not affect the construction of these Terms.
3. INFORMATION ABOUT US
3.1 We own, manage and operate the Site.
3.3 If you have any queries regarding our Site, Services, Terms or any other matter, please email us at email@example.com and we will be happy to assist you.
4. SERVICES & DURATION
4.1 The obligations of you and us under these Terms shall remain effective for a variable period ranging from 1(one), 3(three) and 12(twelve) calendar months (1 year) from the date on which you receive an e-mail from us confirming your registration as a User in accordance with clause 8.
4.2 We will provide the Services to Users in the Territory accordance with these Terms.
4.3 We will use reasonable endeavours to make the Services available for our User’s use throughout the year except during necessary maintenance periods.
5. ENTIRE AGREEMENT & SEVERABILITY
5.2 The Terms constitute the entire agreement between you and us.
5.3 You acknowledge that in registering for our Services you have not relied on any statement, promise or representation (whether written or oral) made or given by or on behalf of us which is not set out in these Terms.
5.4 Each of the clauses of these Terms operates separately. If any court or relevant authority decides that any of the clauses are unlawful or unenforceable, the other clauses will remain in full force and effect.
6. HOW WE USE YOUR INFORMATION
6.1 We work with third parties that help us provide the Services to you including card payment and collection companies and you will need to provide personal and financial data to them for your Order to be processed and fulfilled.
6.2 By registering for our Services you agree that we may store, process and use personal data collected from you for the purposes of providing our Services.
7. YOUR OBLIGATIONS
7.1 You warrant that you:
(a) Are legally capable of contracting with us, complying with these Terms and paying for our Services; and
(b) Will provide information to us that is complete, true, accurate and not misleading.
7.2 You agree that you are responsible for:
(a) Ensuring that the User you appoint to use our Services has suitable equipment and/or software to access them; and
(b) The accuracy and reliability of any data you may provide to us for us to deliver the Services; and
(c) Ensuring that any username and password is kept confidential and are not released to any unauthorised third parties; and
(d) Ensuring that our Services are paid for;
(e) All activities or uses arising from any use of the Services associated with your account with us, including any unauthorised activity or use arising as a result of unauthorised third party use;
(f) The use for which you apply of any of the information that we may provide to you through the Services;
(g) Making a reasonable inspection of any information provided by us before you make use of it so as to ascertain whether it might contain any manifest defects or errors;
(h) Using reasonable endeavours to inform us if you identify defects or errors referred to at sub-clause (g) above so that we can investigate and take such action as we may deem appropriate to remedy them; and
(h) Complying with these Terms.
8.1 Before you can request any Services from us, you will be asked to complete our registration process.
8.2 You will be asked to provide us with information including certain personal and payment/billing details so that we can process your Order. You should keep any account details (including any password) safe and should not share or disclose them to anyone. Please notify us immediately if you suspect your account details have been compromised. You are responsible for all Orders placed with us or activity undertaken using your account details.
8.3 We reserve the right to decline at our absolute discretion any application for registration. If we accept your application, we will provide you with a username and password.
8.4 Please take the time to read and check your Order prior to completing the registration.
8.5 We will confirm our acceptance to you and the application of these Terms by sending you an e-mail (“Confirmation of Registration”).
8.6 If we are unable to supply you with any of our Services we will advise our Users accordingly by inserting a notice on our Site and, depending on the length of time that the interruption lasts, the following consequences shall apply:
a) Subject to c) below, in the event that there is an interruption to our provision of Services to you which either exceeds  continuous days in duration or a period of 6 days over any 4 week period or is a permanent cessation in the provision of Services (“Significant Interruption”), we will as soon as reasonably possible reimburse on a pro rata basis the fees you paid for our Services; or
b) if you experience an interruption in the provision of our Services which is not a Significant Interruptions, reimbursement of fees shall not apply;
c) If we are unable to provide our Services due to a breach on your part of any of your obligations under these Terms, we shall not be obliged to reimburse you under clause 8.6 a).
9. AMENDING THE TERMS AND CONDITIONS & OTHER RIGHTS
9.1 We may amend these Terms from time to time. Consequently, when you wish to request Services from us, please check the Terms on our Site applicable at that time to ensure you understand them. If we change our Terms we will insert a notice on our Site.
9.2 We may amend the Terms at our absolute discretion, including but not limited to the following circumstances:
(a) To change when and how we accept payment from you; and
(b) To reflect changes in any relevant laws and regulatory requirements.
10.1 Your registration and use of our Services will be completed in a timely manner, unless there is an Event Outside Our Control (see Clause 17).
10.2 If we are unable to provide timely responses because of an Event Outside Our Control, we will insert a notice on our Site and use reasonable endeavours to provide a revised schedule for performing our Services.
10.2 Delivery of our Services will be made electronically to the email address that you specify in registration as your preferred place (and method) of communication.
11. INTELLECTUAL PROPERTY
11.1 The property and any copyright or other Intellectual Property Rights in the Services shall belong to the Company.
11.2 You shall not:
(a) use any trade marks, trade names or get-up which resemble our trade marks, trade names or get-up and which would therefore be likely to confuse or mislead the public or any section of the public; and
(b) Do or omit to do, or authorise any third party to do or to omit to do, anything which could invalidate or be inconsistent with our Intellectual Property Rights.
12. PRICE OF SERVICES
12.1 The price for our Services will be quoted on our Site at the time of registration.
12.2 Prices for our Services may change from time to time, but changes will not affect any Order which you have already made before the commencement of the price change and in accordance with these Terms. For the avoidance of doubt, for subsequent Orders (being orders made by you after the date when the price for Services was changed on our Site) the new price shall apply.
12.3 You shall be liable to pay VAT on the Services which you shall be included in the price of the Services you order at the applicable rate in force from time to time.
13.1 We will send you an invoice confirming the Services provided in the relevant period and the charges to be applied. Payment shall be made within seven days of the date of the invoice.
13.2 You will have the option to pay for your Order by a direct credit transfer using your credit or debit card. Payment by direct credit transfer shall be made to our bank account.
14. EXTENT OF OUR FINANCIAL COMMITMENT TO YOU
14.1 The following provisions of this Condition 14 set out our entire financial liability to you in respect of:
(a) Any breach of these Terms; and / or
(b) Any representation, statement or tortious act or omission including negligence which you allege that we have made or omitted to make.
14.2 Our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, shall be limited to the value of the relevant Service we are providing to you as per your Order.
14.3 We warrant that the Services we provide under these Terms will be provided with reasonable skill and care. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Terms.
14.4 We make no representations or warranties in respect of:
(a) The accuracy, completeness, quality and/or fitness for purpose of any response or data provided by third parties; and / or
(b) The Services suitability for meeting your requirements. (It is your responsibility to ensure that the Services meet your requirements).
14.5 Nothing in these Terms limit or exclude our liability for:
(a) death or personal injury caused by our negligence.
(b) fraud or fraudulent misrepresentation.
14.6 Subject to clause 14.1, we will under no circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:
(a) any loss of profits, sales, business, or revenue;
(b) loss or corruption of data, information or software;
(c) loss of business opportunity;
(d) loss of anticipated savings;
(e) loss or depletion of goodwill; or
(f) any indirect or consequential loss.
15. ACCESS AND INDEMNIFICATION
15.1 We may deny you access to our Services or our Site if:
(a) You breach any of these Terms; or
(b) An event beyond our control occurs, meaning without limitation any delay, fault, mistake, error, inaccuracy or other such failure by any third party data provider or the data they provide to us; strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport (collectively referred to as an “Event Outside Our Control”).
15.2 You agree to indemnify and hold us (and our respective employees, officers and agents) harmless from any loss, liability, claim, demand, and any associated costs, expenses, interest asserted by any third party arising out of any breach by you of any of these Terms.
16.1 If you are in breach or we reasonably suspect you are in breach of these Terms we may take the following actions:
16.1.1 Issue a warning to you by email; and / or
16.1.2 Suspend your user account; and / or
16.1.3 Immediately, temporarily or permanently withdraw your user account; and / or
16.1.4 Take legal action against you.
16.2 These Terms may be terminated by you or by us at any time by giving 7 days written notice to the other party. If you are not in breach of any of your obligations under these Terms and we terminate them, then as soon as reasonably possible we will reimburse on a pro rata basis the fees you paid for our Services.
17. EVENTS OUTSIDE OUR CONTROL
17.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations caused by an event outside our control, being any act or Event Beyond our Reasonable Control.
17.2 If an Event Outside Our Control takes place that affects the delivery of our Services to you:
(a) We will as soon as reasonably practicable insert a notice on our Site; and
(b) Our obligations under these Terms will be suspended and the time for their performance will be extended for the duration of the relevant Event Outside Our Control.
18. COMMUNICATIONS BETWEEN US
18.1 When we refer, in these Terms, to “in writing”, this will include e-mail.
18.2 If you wish to contact us in writing for any reason, you can send an email to firstname.lastname@example.org
18.2 If we have to contact you or give you notice in writing, we will do so by e-mail.
18.3 Any notice given by you to us or vice versa will be deemed received and properly served 48 hours (Monday to Friday) after an e-mail is sent.
18.4 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
19. COMPLAINTS PROCEDURE
20.1 If you wish to make a complaint about any aspect of our Services, you can do so using our Complaints Procedure a copy of which is available on request.
20. OTHER IMPORTANT LEGAL TERMS
20.1 If we assign our rights and obligations under these Terms to another organisation this will not affect your rights under these Terms.
20.2 You may only assign your rights or your obligations under these Terms to another person if we agree in advance to this and do so in writing.
20.3 These Terms are between you and us. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties Act) 1999 or otherwise.
20.4 Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between you and us, constitute either you or us as the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of either you or us.
20.5 No variation of these Terms shall be effective unless it is formally confirmed by our Managing Director.
20.6 If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any subsequent default by you.
20.7 These Terms 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.
20.9 You and we irrevocably agree 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 these Terms or any Contract or their subject matter or formation.