ACL means the Australian Consumer Law at Schedule 2 of the Competition and Consumer Act 2010 (Cth).
Client means the person engaging Wastefree.
Collection Address includes any site from which Waste is agreed to be removed.
Contract means these Terms, together with any document expressly incorporated into these Terms.
Disposal Facility Locations means the physical location of disposal facilities used to dispose of the Waste, and which may vary resulting in a change in the cost of disposal, as a result of permanent or temporary facility closures or issues relating to operational efficiency.
Disposal Fees means the net cost of the disposal of Waste collected including charges incurred or received from landfills, transfer stations, recycling facilities or third party provider collecting and treating/disposing of the Waste, which are varied by the operators of these facilities from time and may be impacted by changes in commodity prices for recycled materials, and any government tax, levy, fee or charge that applies to waste removal and the associated disposal related services.
Early Break Fee means the reasonable costs incurred by Wastefree due to an early termination and relating to Equipment collection and removal, bin cleaning and maintenance, administration costs, and Equipment rental costs if Wastefree is unable to hire Equipment used by the Client prior to expiry of the Term. The costs are described as ‘Contract Break Fees’ and can be viewed here.
Equipment means all equipment including waste receptacles (“Containers”) and other property supplied by Wastefree,
Fees means the fees charged by Wastefree to the Client for the provision of the Services calculated in accordance with clause 14.1.
frequency of collection means the number of times per week Waste is agreed, for the time being, to be removed from the Collection Address.
Further Terms has the meaning in clause 0.
Government Charges or Levies means any government tax, levy, fee or charge, that applies to Waste removal, and may be varied by government from time to time resulting in an increase in disposal costs, including Environmental Protection Authority landfill levies.
GST means the goods and services tax as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Initial Term has the meaning in clause 13.1.
Operating Costs means the costs of operation and administration of waste collection vehicles including capital costs of the fleet, repairs and maintenance, fuel, road tolls, salary, wage costs, and management, administrative and overhead costs, all of which may vary from time to time.
Prescribed Waste means prescribed waste or “Prescribed Industrial Waste” as defined in the Environmental Protection Act 1970 (NSW).
Services means any services provided by Wastefree to the Client.
Wastefree means Wastefree Australia Pty Ltd ABN 80 275 210 542.
Small Business Contract means a Contract for Services that satisfies the requirements for a ‘small business contract’ within the meaning of Part 2-3 of the ACL.
Term means the Initial Term and any Further Terms.
Terms means these terms and conditions.
Waste means waste and recyclables agreed to be collected by Wastefree under the Contract, excluding Prescribed Waste.
2. Application and Variation
2.1 The Contract governs the relationship between Wastefree and the Client and applies to all Services provided. This contract is intended for use in all Small Business Contracts.
2.2 The Contract is accepted by Wastefree when it confirms its acceptance or provides the Client with the Services.
2.3 Wastefree may refuse to provide the Services, or suspend the provision of the Services, if:
- the Client materially breaches any clause of the Contract, or
- Wastefree identifies a material risk to its business, and
- such material breach or risk is not remedied within 30 days’ written notice to the Client, unless Wastefree reasonably considers it needs to act quickly to manage a material and immediate risk raised by the breach, in which case it may provide less or no advance notice of its decision to refuse to provide or suspend the Services.
2.4 The Contract applies and is deemed incorporated in all agreements for the supply of Services, and prevails over any exchanges between the parties, any terms and conditions of the Client or implied by trade custom, practice or course of dealing.
2.5 The Contract may be varied from time to time by written agreement between the parties.
3.1 The Contract commences on the date of signing and continues for an initial period of four years or such other period as is agreed between the parties in writing (“Initial Term”), unless terminated earlier pursuant to clause 17.
3.2 The Contract will terminate upon expiry of the Initial Term if a party provides the other with written notice of termination not less than 30 days prior to the end of the Initial Term.
3.3 If neither party provides the other with a termination notice under clause 13.2, the Contract will remain in effect for one term of one year (“Further Term”) until terminated in accordance with clause 17, except that Wastefree will allow the Client to terminate the Contract during the Further Term on 60 days’ notice to Wastefree.
4. Fees, Invoicing and Payment
4.1 Except as amended in accordance with this clause 14 or as otherwise agreed by the parties, the Fees payable each month will be calculated based on the Bin Pricing and Service Details set out on Page 1 of this Contract, and include the relevant amount for any agreed additional Services provided and any additional applicable charges specified in this Contract, including under clauses 14.7, 15.3, 15.6, 17.6 and 19, and including GST on any of those amounts. The Client acknowledges that the Bin Pricing agreed by the parties and set out on Page 1 of this Contract is based on various factors, including the volume, frequency and type of Services agreed by the parties. Accordingly, if the Client repeatedly uses less Services than as agreed and set out in the Bin Pricing and Service Details on Page 1 of this Contract, Wastefree may invoice the Client as if the Client had used all Services set out in the Bin Pricing and Service Details on page 1 of this Contract, provided the repeated failure to use less Services than as agreed is not due to a breach by Wastefree of this Contract or some fraud, negligence or wilful misconduct by Wastefree.
4.2 The Client acknowledges that:
- the Fees are subject to change upon written notice by Wastefree (with such Fee adjustment applicable to invoices rendered following the date of notice); and
- Wastefree may adjust the Fees during the Term in response to increases in costs involved in the collection and disposal of the Client’s Waste from the Collection Address including Operating Costs, Disposal Fees, changes to Disposal Facility Locations, Government Charges and Levies and/or any changes to the Services requested or effected by the Client, and/or changes to any of the assumptions or Service parameters including frequency of collection, volumes to be collected, waste density, bin locations, site access times, or time required to complete the collection task.
4.3 The Client may request a review of an adjustment to Fees under clause 4.2 within 30 days of being given notice of the adjustment. If Wastefree and the Client cannot agree on the adjustment within 30 days of the Client requesting a review of the adjustment, Wastefree may:
- increase Fees by no more than 5% per annum or annual CPI, whichever is greatest (and excluding Disposal Fees) based on the Waste Equipment installed at the Collection Address; or
- increase Fees by more than 5% per annum or annual CPI, whichever is greatest (excluding Disposal Fees) in which case the Client may if it disagrees with the increase terminate the Contract within 30 days of the adjustment on 60 days’ notice to Wastefree.
4.4 The Client must pay the amount (including any applicable GST) invoiced by Wastefree within 14 days of the date of invoice.
4.5 Payment by the Client to Wastefree must be made in Australian dollars as directed by Wastefree. Time for payment is of the essence.
4.6 Payments are taken to discharge the Client’s oldest debt and shall first reduce any costs or interest outstanding before reducing the principal debt. Except in the case of manifest error, the date of Wastefree’s invoice is the sole indication of the date of the provision of the Services.
4.7 If payment is not made within 14 days of the date of invoice, Wastefree may suspend all further supply of the Services. During the period that supply of the Services is suspended pursuant to this clause 4.7, additional Fees for the provision of the Services will not accrue, however the Client will not otherwise be released from its obligations to Wastefree pursuant to the Contract, including to pay all outstanding Fees.
4.8 Payment is not deemed received until Wastefree receives payment in cleared funds. The Client must reimburse Wastefree for any charges made by Wastefree’s bank for any negotiable instrument not met on presentation.
5.1 Without prejudice to Wastefree’s rights under the Contract, the Client must not dispose of any business conducted from the Collection Address, or cease to occupy the Collection Address, without providing 30 days prior notice of its intention to Wastefree.
5.2 The Client grants to Wastefree the exclusive right to collect and dispose of all Waste from the Collection Address, to facilitate the collection of Waste and to recover Equipment in accordance with the Contract.
5.3 The Client must ensure that the weight of the Waste deposited in the Containers does not exceed 100kgs per cubic metre. Excessive weight may be invoiced as an extra charge.
5.4 The Client must not place (or permit to be placed) any Prescribed Waste in any Container and agrees to indemnify Wastefree from any liability imposed as a result of the dumping, storage, transportation or treatment of any Prescribed Waste removed from the Collection Address. Prescribed Waste includes animal effluent, detergents, dyes, grease interceptor trap effluent and residue, inks, oils, paint sludges and residues, pesticides, pharmaceutical substances and any other waste posing an environmental hazard.
5.5 Wastefree may refuse the carriage or transportation of any class of Waste for any person if Wastefree reasonably determines that doing so would pose a safety, environmental or other material risk, or if Wastefree cannot do so for reasons outside Wastefree’s reasonable control.
5.6 Wastefree may replace the Containers at its discretion. The Client agrees:
- to use the Containers only for the disposing and storage of Waste;
- not without Wastefree’s written consent, to compact Waste by any mechanical means;
- to compensate Wastefree for any loss or damage (except fair wear and tear) to the Equipment whilst it remains at the Client’s Collection Address or is moved from there by the Client regardless of how such loss or damage arises; and
- to clean the Equipment.
5.7 The frequency of collection may be varied by agreement in writing at any time during the Term. Wastefree will issue receipts for removal of Waste only upon the Client’s request at the time of removal.
5.8 Wastefree may without liability suspend the Services due to circumstances beyond its reasonable control by written notice to the Client.
5.9 Any period or date for the supply of the Services is an estimate only. Wastefree will use reasonable endeavours to meet any estimated period or date for the supply of the Services.
5.10 If Wastefree cannot supply the Services by any estimated period or date for the reasons in clauses 5.5 or 5.8, Wastefree will complete the Services within a reasonable period of time.
5.11 Full legal title to the Equipment remains with Wastefree. If payment is not made by the Client to Wastefree in accordance with clause 14, the Client authorises Wastefree to enter onto the Client’s premises to do all such things necessary to take possession of and remove the Containers and Equipment from the Collection Address.
5.12 Where required, Wastefree may charge for bin delivery/removal costs. Such charges will be reflective of the cost to provide the service.
6. Termination and Early Break Fee
6.1 Except in the case of termination of the Contract by the Client under either clause 13.2 or 14.3(b), if the Client repudiates the Contract or terminates it prior to expiry of the Term or if the Contract is terminated due to material breach by the Client, Wastefree may charge an Early Break Fee.
7.1 Wastefree may, at its discretion, terminate the Contract immediately by notice in writing if:
- any non-payment by the Client of an outstanding invoice within the 14 day invoice period, and that non-payment remains unremedied following Wastefree’s 3 day notice period to remedy the outstanding amount;
- the Client materially breaches any clause of the Contract and such breach is not remedied within 30 days of written notice to the Client;
- the Client materially breaches the Contract and the breach is incapable of remedy;
- the Client becomes bankrupt or insolvent or subject to any winding up proceedings or enters into any scheme of arrangement with or for the benefit of its creditors.
7.2 The Client may terminate the Contract by notice in writing if Wastefree breaches any clause of the Contract and such breach is not remedied within 30 days of written notice to Wastefree.
7.3 Termination of the Contract does not relieve the Client from:
- its obligation to pay all money owed by it to Wastefree on any account whatsoever. All monies shall be payable immediately notwithstanding the date for payment of the money may not have arrived, and
- liability arising from any antecedent breach of the Contract.
7.4 Upon termination of the Contract for any reason:
- Wastefree may retain all monies previously paid by the Client;
- the Contract ends as to its future operation except for the enforcement of any indemnity or claim that arises on or before termination;
- Wastefree may charge a reasonable sum for Services supplied in respect of which no such amount has previously been charged;
- Wastefree may retake possession of all property of Wastefree in the possession of the Client; and
- Wastefree may pursue any additional remedies provided by law.
7.5 The termination of the Contract is without prejudice to any rights which have accrued to a party before Termination.
7.6 An account reactivation fee of $75 plus GST applies where a Client requests Wastefree to recommence providing the Services after the provision of the Services has been suspended.
8. Limitation of Liability
8.1 Nothing in this Contract is to be interpreted as excluding, restricting or modifying any rights the Client may have under the ACL or any other applicable laws for the protection of consumers or small businesses.
8.2 Subject to applicable laws, including the ACL, these Terms do not include by implication any other term, condition or warranty in respect of the quality, merchantability, acceptability, fitness for purpose, condition, description, assembly, manufacture, design or performance of the Equipment or Services or any contractual remedy for their failure.
8.3 Other than as stated in the Terms, and except where such loss or damage arises due to Wastefree’s fraud, negligence, or wilful misconduct, Wastefree is not liable for any loss or damage (including indirect or consequential losses or expenses, or loss of turnover, profits, business or goodwill) suffered by the Client due to:
- the use or storage of, or any other dealings with, the Equipment;
- receipt of the Services by the Client or any third party; or
- Wastefree’s failure to provide the Services by any estimated date, or cancelation or suspension of the supply of the Services pursuant to clause 2 or 7 of this Contract.
8.4 To the extent permitted by law, the Client agrees to release Wastefree, its successors, assignees, officers and agents from all actions, claims, demands and causes of actions whatsoever which they may have in respect of the supply of the Services, unless arising from Wastefree’s fraud, negligence, or wilful misconduct.
8.5 It is the Client’s responsibility to notify Wastefree of any changes or modifications to, or hazards at, the Collection Address. Wastefree is not liable for any injury or damage arising from the Client’s failure to specify any changes or modifications to, or hazards at, the Collection Address that Wastefree personnel cannot reasonably foresee.
9. Enforcement Expenses
The Client must pay to Wastefree immediately on demand all costs, charges and expenses reasonably incurred by Wastefree in enforcing or attempting to enforce all or any of its rights, powers or remedies under the Contract or at law or otherwise in connection with collecting or recovering any money owing by the Client to Wastefree, unless such costs, charges and expenses are incurred due to Wastefree’s fraud, negligence, or wilful misconduct.
10.1 The Contract may only be varied in writing by agreement between the parties. The Contract remains in force notwithstanding any variation to the type, frequency, pricing, Collection Address or any other changes to the Services.
10.2 The rights and obligations of Wastefree under the Contract are assignable upon notice to the Client.
10.3 The indemnities and releases in the Contract are continuing obligations independent from the other obligations of the parties and will continue after the Contract ends.
10.4 The Client must advise Wastefree in writing 1 month in advance of any intended change in ownership or control of the Client’s business. The Client acknowledges that it remains liable for any Services received during periods of change.
10.5 The Contract is governed by the laws of New South Wales.
10.6 Clauses which are capable of having effect after the Contract is terminated will continue to have effect after termination.
10.7 If any clause or part of a clause is held to be invalid, unenforceable or illegal for any reason, the Contract will continue to have effect apart from that clause or part of that clause which shall be deemed deleted.
10.8 Any notice, request, demand, consent or approval sent pursuant to the Contract is deemed received:
- where posted, 3 business days from and including the date of postage;
- where delivered by hand, when delivered to the addressee; or
- where faxed, when received by the addressee or if receipt is on a non-business day or after 4.00pm (addressee time) then at 9.00am the following business day.
10.9 A party does not waive a right, power or remedy if it fails to exercise or delays in exercising the right, power or remedy. A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver.
10.10 Each party must do or cause to be done all things necessary or reasonably desirable to give full effect to the Contract (including the execution of documents).
Contract Break Fees
|Equipment Collection Fee||Maximum of $250 per container|
|Container Cleaning Fee||Maximum of $75 per container|
|Container Repair Fee||Maximum of $300 per container|
|Equipment Rental||100% of rental fee for remainder of term until it can be rented to another customer|
|Specialised Equipment||For specialised equipment, de-installation fee|
|Account Closure Fee||$80 per account|