Recyclr Solutions Limited – Cloud Services Customer Terms and Conditions
Recyclr grants you a licence to use the Cloud Services, Software, and Documentation in line with the terms of this Agreement. Recyclr does not sell the Cloud Services, Software, or Documentation to you. Ownership of the Cloud Services, Software, and Documentation shall at all times remain with Recyclr or its licensors.
Notice to users
• By using Recyclr products, data and services, you agree to the terms within this Agreement, which will bind you and your employees or staff where applicable.
• If you do not agree to the terms of this Agreement, you may not access the Cloud Services, Software, Documentation, products or services.
Background
(A) Recyclr is a technology company that develops, provides and maintains digital products and solutions enabling Waste Customers to search for, book, and pay for waste management services offered by Waste Operators, and allowing Waste Operators to manage and grow their business operations.
(B) Recyclr offers the Cloud Services set out in the Cloud Service Specification.
(C) Recyclr has agreed to supply, and the Customer has agreed to receive and pay for, Recyclr’s services in line with this Agreement and its terms and conditions.
Agreed Terms
1. Interpretation
Applications – Any software, programs, or other code owned or licensed by the Customer that the Customer installs on, loads onto, or develops using any Cloud Services intended for such use.
Authorised Users – The Customer’s employees, agents, or independent contractors who have been granted permission by the Customer to access and use the Cloud Services and Documentation.
Booking – A reservation made by a Waste Customer with a Waste Operator through the Cloud Services for waste collection, waste removal, or delivery to a waste recycling facility.
Business Day – Any day from Monday to Friday, excluding public holidays in England, when banks in London are open for business.
Change of Control – The acquisition of ownership of more than 50% of a company’s issued share capital or the legal ability to direct or influence the company’s general management, with the terms “controls,” “controlled,” and “change of control” to be interpreted accordingly.
Cloud Services – Each service that hosts or provides access to the Software, as outlined in the Cloud Service Specification, and made available to the Customer through the internet or another network.
Cloud Service Specification – The document or documents detailing the functionality and technical specifications of each Cloud Service, published at and updated periodically.
Confidential Information – Information that is proprietary or confidential in nature and either clearly marked as such or identified as Confidential Information under clause 10.1.
Customer – The individual or organisation that purchases or makes use of the Cloud Services. For the purposes of this Agreement, a Customer may be classified as either a Waste Customer or a Waste Operator. References to a Customer within this Agreement shall also include its Authorised Users, employees, contractors, subcontractors, consultants, or any other personnel engaged by the Customer in delivering the relevant services.
Customer Data – The information or data entered by the Customer, its Authorised Users, or by Recyclr on the Customer’s behalf for the purpose of operating or enabling the Customer’s use of the Cloud Services.
Documentation – The documentation, including the Cloud Service Specification, that Recyclr makes available to the Customer online at or at any other web address communicated to the Customer by Recyclr periodically, describing the Cloud Services and providing user instructions.
Effective Date – The date on which this Agreement takes effect, being the date on which the Customer first begins using the Recyclr Cloud Services.
Fees – The charges payable by the Customer under this Agreement, which include Transaction Fees and Professional Services Fees.
Maintenance Services Description – The document, available at www.recyclr.co.uk, that sets out the maintenance and support services provided by Recyclr in relation to the Cloud Services.
Normal Business Hours – The hours of 9:00 a.m. to 5:00 p.m., Monday to Friday, excluding Bank Holidays.
Software – Any software, application, or online service supplied to the Customer as part of the Cloud Services, including all updates, upgrades, and revised versions.
Transaction Fees – The fees payable by the Customer to Recyclr for transactions processed through the Cloud Services, as specified by Recyclr and made available at www.recyclr.co.uk.
Subsidiary – A reference to a holding company or a subsidiary shall be interpreted in line with the definitions set out in section 1159 of the Companies Act 2006. For the sole purpose of meeting the membership requirement contained in sections 1159(1)(b) and (c), a company shall be regarded as a member of another company even where its shares in that company are registered:
- in the name of another person (or that person’s nominee) by way of, or in relation to, security; or
- in the name of its own nominee.
Support Services Policy – The policy established by Recyclr that sets out the procedures and terms for providing support in relation to the Cloud Services, as published at.
User Account – An individual account created for the Customer, enabling its Authorised Users to access and use the Cloud Services and the Documentation in line with this Agreement.
Virus – Any item or device (including software, code, file, or program) that may:
(a) interfere with, hinder, or otherwise negatively affect the operation of any computer software, hardware, or network, or any telecommunications service, equipment, or other system;
(b) obstruct, damage, or otherwise compromise access to or functionality of any program or data, including its reliability (whether by re-arranging, modifying, or deleting all or part of the program or data, or otherwise); or
(c) adversely impact the user experience, including but not limited to worms, trojan horses, viruses, or similar harmful devices or elements.
Vulnerability – A flaw or weakness in computational logic (for example, within software code or hardware components) that, when exploited, may compromise confidentiality, integrity, or availability. The term “Vulnerabilities” shall be construed accordingly.
Waste Customer – A customer of waste services (including individuals, households, or businesses) seeking to engage the services of a Waste Operator through the Cloud Services.
Waste Operator – A waste removal company, recycling facility, landfill operator, or vehicle driver using the Cloud Services or any other products or services provided by Recyclr.
Recyclr – Recyclr Solutions Limited, a company incorporated in England and Wales under company number 16492080, with its registered office located at Third Floor, 1 New Fetter Lane, London, England, EC4A 1AN.
Recyclr Data – All data that is processed, stored, or otherwise handled within the Cloud Services or any other products or services provided by Recyclr.
1.1 The headings used for clauses, schedules, and paragraphs shall not influence or affect the interpretation of this Agreement.
1.2 The term ‘person’ shall include any individual, corporate entity, or unincorporated body (whether or not it possesses separate legal personality), as well as that person’s legal and personal representatives, successors, or permitted assigns.
1.3 Any reference to a company shall include all forms of company, corporation, or other body corporate, regardless of where or how it is incorporated or established.
1.4 Unless the context clearly requires otherwise, words expressed in the singular shall include the plural, and words expressed in the plural shall include the singular.
1.5 Unless the context dictates otherwise, references to one gender shall be interpreted as references to all genders.
1.6 Any reference to a statute or statutory provision shall be interpreted as referring to that statute or provision as it stands in force at the date of this Agreement.
1.7 References to a statute or statutory provision shall also encompass any subordinate legislation made under it as at the date of this Agreement.
1.8 References to ‘writing’ or ‘written’ shall include communications by email but shall exclude facsimile transmissions.
1.9 References to clauses and schedules refer to the clauses and schedules contained within this Agreement; references to paragraphs relate to paragraphs within the relevant schedule of this Agreement.
1.10 In the event of any inconsistency or conflict between the provisions of this Agreement (comprising these cloud computing terms), the following order of precedence shall apply, with a higher-ranking document taking priority over a lower-ranking one:
1.10.1 The Cloud Services Specification;
1.10.2 The Maintenance Services Description; and
1.10.3 These cloud computing terms.
1.11 Any words that follow the terms including, include, in particular, for example, or similar expressions are to be construed as illustrative only and shall not limit the meaning of the words, description, definition, phrase, or term that precedes them.
2. Cloud services
2.1 Recyclr grants the Customer a limited, non-exclusive, non-transferable, and revocable licence, without any right to sublicense, permitting the Customer—through its Authorised Users—to access and use the Cloud Services solely for its internal business operations purposes. This licence is granted subject to the Customer’s continued compliance with the full terms of this Agreement, the Cloud Services Specification, and any other documents referenced within or attached to this Agreement.
2.2 In respect of Authorised Users, the Customer agrees that:
2.2.1 No User Account shall be used by more than one individual Authorised User unless the account is fully reassigned to another Authorised User, in which case the previous Authorised User shall lose all rights to access or use the Cloud Services;
2.2.2 not more frequently than once in any 12‑month period, Recyclr or its designated auditor may audit the Customer’s use of the Cloud Services, or request software-generated usage reports, to verify compliance with this Agreement;
2.2.3 if an audit conducted under clause 2.2.2 reveals that the Customer has underpaid for its use of the Cloud Services, the Customer shall, without prejudice to Recyclr’s other rights, pay Recyclr the amount of such underpayment in line with clause 9 and the rates specified in the Order Form; and
2.2.4 Authorised Users shall access the Cloud Services only from within the United Kingdom and only via the access methods described in the Cloud Services Specification.
2.3 The Customer is fully responsible for all acts and omissions of its Authorised Users and for all activity conducted under each Authorised User’s credentials when using the Cloud Services.
2.4 The Customer shall not, and shall ensure that its Authorised Users do not:
2.4.1 except as expressly permitted by this Agreement or as otherwise permitted by applicable law, copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute any part of the Cloud Services, Software, or Documentation in any medium or by any means;
2.4.2 except as expressly permitted by this Agreement or applicable law, decompile, reverse compile, disassemble, reverse engineer, or otherwise attempt to derive the source code or human-readable form of any portion of the Cloud Services or Software;
2.4.3 upload, store, publish, distribute, or transmit through the Cloud Services any material that:
2.4.3.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, or racially or ethnically offensive;
2.4.3.2 promotes or facilitates illegal activity;
2.4.3.3 contains sexually explicit content;
2.4.3.4 encourages or promotes unlawful violence;
2.4.3.5 discriminates based on race, gender, colour, religion, sexual orientation, or disability; or
2.4.3.6 is otherwise illegal or causes damage or harm to any person or property;
2.4.4 access or use the Cloud Services or Documentation to develop a product or service that competes with them;
2.4.5 Use the Cloud Services or Documentation to provide services to third parties;
2.4.6 license, sell, rent, lease, assign, transfer, distribute, disclose, or otherwise commercially exploit the Cloud Services or Documentation, or make them available to any third party other than Authorised Users; or
2.4.7 attempt to gain, or assist others in gaining, unauthorised access to the Cloud Services or Documentation.
2.5 To enable Recyclr to deliver the Cloud Services, the Customer grants Recyclr a non-exclusive licence to copy, process, store, transmit, and otherwise use the Customer Data and Applications solely to the extent necessary to provide the Cloud Services.
2.6 The Customer shall, at its own expense, obtain, install, and maintain any enabling or third-party software required to access and use the Cloud Services. The Customer acknowledges that any failure to do so may affect its ability to use the Cloud Services.
2.7 Recyclr warrants that the Cloud Services will materially conform to the Cloud Services Specification. The Customer’s sole and exclusive remedy for any breach of this warranty shall be Recyclr’s prompt correction of the non-conformity once identified.
2.8 Except as expressly stated in this Agreement, Recyclr makes no warranties that the Cloud Services will meet the Customer’s specific requirements, operate without interruption or error, or be compatible with any hardware or software not specified in the Cloud Services Specification. Recyclr shall not be responsible for any data transfer issues over communication networks, including the internet, or for delays, limitations, or problems inherent in such networks.
2.10 The Customer acknowledges that all intellectual property rights in the Cloud Services and Documentation are owned by Recyclr or its licensors. Except as expressly provided in this Agreement, the Customer is not granted any rights in or to any patents, copyrights, database rights, trade secrets, trade names, trademarks (registered or unregistered), or any other intellectual property.
2.11 Recyclr confirms that it has all the rights in relation to the Cloud Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.
3. Maintenance, Updates, Support and Upgrades
3.1 From time to time, Recyclr may make modifications to the Cloud Services in order to:
3.1.1 enhance, update, or upgrade existing features or services;
3.1.2 introduce new features, functions or services;
3.1.3 reflect developments in technology or changes in market practice, or legislation
3.1.4 Ensure that the Cloud Services remain compliant with all applicable laws, legal obligations, or regulatory requirements.
Any such changes shall not cause a material reduction in the overall performance or quality of the Cloud Services during the Initial Term.
3.2 Maintenance Services Description contains details of any helpdesk, maintenance, and support services provided by Recyclr in connection with the Cloud Services.
4. Availability Of The Cloud Services
4.1 The Cloud Services are intended to be available during Normal Business Hours, Without limiting the foregoing, and without limiting the foregoing, and subject to any scheduled or emergency maintenance. Scheduled maintenance shall be carried out by Recyclr during the periods set out in the Cloud Services Specification. Recyclr will use reasonable efforts to provide the Customer with prior notice of any emergency maintenance.
4.2 Recyclr accepts no responsibility for any delays, delivery failures, or other losses or damages arising from the transmission of data across communication networks or facilities, including the internet. The Customer acknowledges that the Cloud Services may experience limitations, delays, or other issues inherent in such communication systems.
4.3 Notwithstanding anything contained elsewhere in this Agreement, Recyclr will use reasonable endeavours to ensure the Cloud Services remain available during Normal Business Hours, but provides no guarantee or warranty regarding continuous availability during those times.
4.4 Recyclr will not be liable for any loss or damage arising from, or in relation to, any of the following (or attempts to carry out any of the following):
4.4.1 denial-of-service attacks, hacking incidents, malware infections, or viruses; or
4.4.2 errors, defects, or issues relating to the Customer’s Data, information technology systems, or any acts or omissions (including those of its Authorised Users).
4.5 Recyclr reserves the right to terminate any Cloud Service upon giving the Customer no less than 30 days’ prior written notice.
5. Recyclr Rights and Obligations
5.1 Recyclr retains the full right to decline access to its products or services for any prospective Waste Customer or Waste Operator, without the requirement to provide an explanation.
5.2 Recyclr does not hold responsibility for verifying or confirming any licensing details of a Waste Operator, including but not limited to waste carrier licences, waste processing licences, waste management licences, or hazardous waste licences. It is the sole responsibility of the Waste Operator to ensure that all relevant and valid licences are in place to lawfully provide the services promoted through Recyclr.
5.3 Recyclr also accepts no responsibility for checking or validating any insurance documentation of a Waste Operator, including vehicle insurance, employers’ liability insurance, or public liability insurance. The Waste Operator remains fully responsible for ensuring all required insurance cover is active and sufficient to legally deliver the services listed on Recyclr.
5.4 Recyclr uses Stripe to handle card registration, bank account registration, payments, fund transfers, authentication, fraud prevention, and related payment security measures. Waste Customers and Waste Operators are bound by Stripe’s terms and conditions and acknowledge that Recyclr bears no responsibility for Stripe’s performance or any issues experienced by either party in relation to Stripe’s technology.
5.5 Recyclr reserves the right to suspend or remove access to its products or services for any Waste Operator it reasonably suspects to be in breach of the Environmental Protection Act 1990.
6. Customer Obligations
6.1 Waste Operators’ Responsibilities
6.2 The Waste Operator:
6.2.1 shall be entirely responsible for the content displayed in its Waste Operator Listing and for ensuring that such information remains accurate and up to date at all times.
6.2.2 shall ensure that both the company and its Authorised Users comply with the Environmental Protection Act 1990 whenever using the Cloud Services or any other Recyclr products or services.
6.2.4 shall maintain a valid Waste Carrier Licence appropriate to the type of waste being transported and ensure that the licence remains current while using the Cloud Services or any other Recyclr offerings.
6.2.5 shall respond to Waste Customer enquiries promptly and professionally through the communication tools available within the Cloud Services or other Recyclr systems, providing relevant information and resolving issues efficiently.
6.3 Where, in the Waste Operator’s reasonable opinion, a Waste Customer has failed to provide accurate details regarding waste type, quantity, location, or access, the Waste Operator reserves the right to issue a revised quotation before completing the Booking.
6.4 Waste Customers’ Responsibilities
6.5 The Waste Customer:
6.5.1 shall, to the best of their ability, provide an accurate description of the waste to be collected, including its type, quantity, and location, as well as the floor or area where the waste is situated, if applicable.
6.5.2 shall notify the Waste Operator of any possible access restrictions, such as narrow doorways or gates, staircases, parking limitations, or other obstacles that could delay or prevent collection.
6.5.3 shall use a valid debit or credit card to pay the full amount due for the Booking and resolve any payment issues promptly upon being notified by either a relevant third-party payment processor (such as Stripe) or the Waste Operator.
6.6 In situations where, in the Waste Operator’s opinion, a Waste Customer has provided inaccurate information regarding waste type, quantity, location, or access required for collection, the Waste Operator retains the right to issue an amended quote before proceeding with the Booking.
7. Third Party Terms
7.1 In providing the Cloud Services and other Recyclr products or services, Recyclr makes use of certain third-party providers (including, but not limited to, Apple, Google, and Stripe). Customers are required to review and accept the applicable terms and conditions of such third parties before using the Cloud Services or any other Recyclr products or services. By accessing or using the Cloud Services or any other Recyclr products or services, Customers are deemed to have accepted and agreed to those third-party terms and conditions.
7.2 Recyclr bears no responsibility for, and does not guarantee, the performance, reliability, or availability of any third-party systems. Recyclr shall not be liable for any faults, disruptions, or issues arising from the use or operation of such third-party systems.
7.3 Mobile technologies. Recyclr’s services make use of mobile technology and rely in part on the UK mobile phone network. By using the Cloud Services or any other Recyclr products or services, Waste Operators and Waste Customers acknowledge that Recyclr cannot be held responsible or liable for the operation, reliability, or availability of mobile phone networks, nor for any outages, disruptions, or related issues such networks may cause to Waste Operators or Waste Customers.
8. Suspension
8.1 Recyclr may, without limiting any other rights or remedies available to it, suspend the Customer’s access to or use of the Cloud Services, whether in whole or in part and on an Authorised User-by-Authorised User basis, with immediate effect if:
8.1.1 The Customer fails to pay any sums owed to Recyclr in line with clause 9;
8.1.2 the Customer is otherwise in breach of any of its obligations under this Agreement or applicable law;
8.1.3 an attack occurs on the Cloud Services used by the Customer, or if Customer Data is accessed, altered, or interfered with by a third party without the Customer’s authorisation;
8.1.4 Recyclr is obliged by applicable law or regulation to suspend the Customer’s access to or use of the Cloud Services; or
8.1.5 Recyclr reasonably determines that suspension is necessary to safeguard its systems, network, or other customers’ use of the Cloud Services in response to a threat to their security, integrity, or operation.
8.2 Recyclr shall use reasonable efforts to restore or allow access to the Cloud Services as soon as practicable once it determines that the reason for suspension has been remedied.
8.3 Recyclr shall not be liable to the Customer, whether under this Agreement or otherwise at law, for any action taken in exercising its rights under this clause 8.
9. Fees and payment
9.1 The Customer shall pay Recyclr the applicable Transaction Fees for each instance of using the Cloud Services, including any Bookings. Details of the Transaction Fees, including how they are calculated, are available at www.recyclr.co.uk or at such other web address as Recyclr may notify the Customer from time to time.
9.2 Transaction Fees shall be processed through Recyclr’s designated third-party payment provider.
9.3 Recyclr shall issue invoices to the Customer for any Fees other than the Transaction Fees.
9.4 Except for Transaction Fees, which are automatically payable following the Customer’s use of the Cloud Services, all other amounts owed to Recyclr under this Agreement must be paid within thirty (30) days of receipt of Recyclr’s invoice.
9.5 If payment has not been received within fourteen (14) days after the due date, interest shall accrue daily on the outstanding balance at an annual rate of 4% above the Bank of England’s base lending rate from time to time. Interest shall be charged from the due date until full payment is received, whether before or after judgment.
9.6 All amounts and fees stated in this Agreement or separately quoted by Recyclr:
9.6.1 shall be payable in pounds sterling; and
9.6.2 are exclusive of value-added tax (VAT), which shall be applied to Recyclr’s invoices at the prevailing rate and paid by the Customer.
9.7 Recyclr’s Transaction Fees apply to all Bookings and may vary depending on the nature and scope of the services requested.
9.8 Recyclr reserves the right to amend the Transaction Fees by providing the Customer with no less than thirty (30) days’ written notice.
9.9 Recyclr engages third-party payment providers (such as Stripe) to facilitate card registration, bank account registration, payments, transfers, authentication, fraud prevention, and related payment security functions. Waste Customers and Waste Operators are subject to the terms and conditions of those providers and acknowledge that Recyclr is not responsible for the performance of such third-party technologies, nor liable for any issues, failures, or interruptions that Waste Operators or Waste Customers may experience when using them.
10. Confidentiality
10.1 “Confidential Information” refers to all information of a confidential nature (however recorded or stored) disclosed by one party or its Representatives (as defined below) to the other party or its Representatives, whether before or after the date of this Agreement, in relation to this Agreement. This includes:
10.1.1 any information that a reasonable business person would consider confidential, including details relating to:
10.1.1.1 the business operations, assets, affairs, customers, clients, suppliers, plans, intentions or market prospects of the disclosing party (or any member of its corporate group); and
10.1.1.2 the operations, processes, product information, know-how, designs, trade secrets or software belonging to the disclosing party (or any member of its corporate group). For the purposes of this clause, ‘Representatives’ means a party’s employees, officers, contractors, subcontractors, agents, and professional advisers.
10.2 The obligations under this clause shall not apply to information that:
10.2.1 is or becomes publicly available (other than through a breach of this clause by the receiving party or its Representatives);
10.2.2 was known to the receiving party on a non-confidential basis prior to disclosure by the disclosing party;
10.2.3 is or becomes available to the receiving party on a non-confidential basis from a third party who, to the receiving party’s knowledge, is not bound by confidentiality obligations or otherwise prohibited from disclosing it;
10.2.4 is agreed in writing by the parties to be non-confidential or approved for disclosure; or
10.2.5 is independently developed by or for the receiving party without use of or reference to the disclosing party’s Confidential Information.
10.3 Each party shall treat the other’s Confidential Information as strictly confidential and shall not:
10.3.1 use such Confidential Information except where necessary for exercising or fulfilling its rights and obligations under this Agreement (the ‘Permitted Purpose’); or
10.3.2 disclose such Confidential Information, in whole or in part, to any third party except as expressly permitted under this clause 10.
10.4 A party may share the other’s Confidential Information with its Representatives who reasonably need access to it for the Permitted Purpose, provided that:
10.4.1 those Representatives are made aware of the confidential nature of the information before disclosure; and
10.4.2 the disclosing party remains fully responsible for ensuring those Representatives comply with the terms of this clause.
10.5 A party may disclose Confidential Information where required to do so by law, a governmental or regulatory body, or a court or competent authority, provided that, wherever legally permissible, it provides the other party with prior notice of such disclosure and considers any reasonable requests regarding the scope or content of the disclosure.
10.6 A party may, without notifying the other party, disclose Confidential Information to the Serious Fraud Office if it reasonably believes the other party may be involved in conduct amounting to a criminal offence under the Bribery Act 2010.
10.7 Each party retains all ownership rights to its Confidential Information. No rights or licences are granted or implied Save as expressly stated in this Agreement.
10.8 Upon termination or expiry of this Agreement, each party shall:
10.8.1 return or destroy all documents and materials (and any copies thereof) containing or derived from the other party’s Confidential Information;
10.8.2 delete all Confidential Information from its computer systems and storage devices, including those operated by third parties (where technically and legally feasible); and
10.8.3 confirm in writing that these steps have been completed, except where retention is required by law or regulatory authority. Any retained Confidential Information shall remain without limiting the foregoing, and subject to the obligations set out in this clause and clause 15 (Term and termination).
10.9 No party shall make or permit any public announcement relating to this Agreement without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), unless required by law, regulation, or an authority of competent jurisdiction.
10.10 save as expressly provided in this Agreement, no party makes any representation or warranty, express or implied, with respect to its Confidential Information.
10.11 The obligations contained in this clause 10 will continue in force for a period of five (5) years following the termination or expiry of this Agreement.
11. Cloud Security
11.1 Details of Recyclr’s security measures for the Cloud Services are provided at www.recyclr.co.uk (“Security Arrangements”). Any updates or amendments to these Security Arrangements will be published at the same address from time to time.
11.2 The Customer acknowledges and agrees that it is responsible for evaluating the suitability and relevance of the Security Arrangements for its own use and for regularly reviewing the page for any updates or modifications.
11.3 If any Virus or Vulnerability is identified that affects the Cloud Services, Recyclr shall inform the Customer without undue delay and shall promptly:
11.3.1 use reasonable endeavours to resolve or mitigate the Virus or Vulnerability as soon as reasonably possible; and
11.3.2 respond to the Customer’s reasonable requests for information relating to the Virus or Vulnerability.
11.4 Recyclr shall take reasonable precautions to ensure that no Viruses are introduced into the Customer’s systems or networks through the Cloud Services, the Software, or by any other means.
12. Data Protection
Information regarding Recyclr, including details of how it processes the personal data of individuals who use the Cloud Services, the purposes for which such data is processed, and the rights of those individuals in relation to their personal data (as well as how those rights can be exercised), is available at www.recyclr.co.uk under the Privacy Notice.
13. Indemnity
13.1 The Customer shall defend, indemnify, and hold harmless Recyclr from and against any and all claims, actions, proceedings, losses, damages, expenses, and costs (including, without limitation, reasonable legal fees and court costs) that arise out of or in connection with the Customer’s use of the Cloud Services or Documentation, provided that:
13.1.1 The Customer is given prompt written notice of any such claim;
13.1.2 Recyclr provides reasonable co-operation to the Customer in the defence and settlement of the claim, at the Customer’s cost; and
13.1.3 the Customer is granted sole authority to defend or settle the claim.
13.2 Recyclr shall defend the Customer, its officers, directors, and employees against any claim alleging that the Customer’s authorised use of the Cloud Services or Documentation under this Agreement infringes a United Kingdom patent (effective as of the Effective Date), copyright, trade mark, database right, or right of confidentiality. Recyclr shall indemnify the Customer for any amounts awarded in final judgment or settlement of such claims, including all related losses, costs, and expenses, provided that:
13.2.1 Recyclr is given prompt written notice of any such claim;
13.2.2 The Customer provides reasonable co-operation to Recyclr in defending or settling the claim, at Recyclr’s expense; and
13.2.3 Recyclr retains sole control over the defence and settlement of the claim.
13.3 In defending or settling any such claim, Recyclr may, at its discretion:
(a) obtain for the Customer the right to continue using the Cloud Services;
(b) replace or modify the Cloud Services so that they are no longer infringing; or
(c) if neither option is reasonably available, terminate this Agreement on five (5) Business Days’ written notice to the Customer without further liability, including any obligation to pay damages or additional costs.
13.4 Recyclr, its employees, agents, and subcontractors shall not be liable to the Customer to the extent that an alleged infringement arises from:
13.4.1 any modification of the Cloud Services or Documentation made by anyone other than Recyclr;
13.4.2 the Customer’s use of the Cloud Services or Documentation contrary to Recyclr’s written instructions;
13.4.3 the Customer’s continued use of the Cloud Services or Documentation after receiving notice of the alleged or actual infringement from Recyclr or a competent authority; or
13.4.4 the Customer’s breach of this Agreement.
13.5 This clause 13, together with clause 15.3.2, sets out the Customer’s sole and exclusive rights and remedies, and Recyclr’s entire liability (including that of its employees, agents, and subcontractors), in respect of any infringement of patents, copyrights, trade marks, database rights, or rights of confidentiality.
14. Limitation of Liability
14.1 Except as expressly stated in this Agreement:
14.1.1 The Customer shall bear sole responsibility for the results obtained from its use of the Cloud Services and the Documentation, as well as for any conclusions drawn from such use. Recyclr shall not be liable for any damage arising from errors or omissions in Customer Data, information, instructions, or scripts provided by the Customer in connection with the Cloud Services, or from any actions taken by Recyclr at the Customer’s request or direction.
14.1.2 To the fullest extent permitted by applicable law, all warranties, representations, conditions, and any other terms implied by statute or common law are excluded from this Agreement.
14.1.3 The Cloud Services and Documentation are provided to the Customer strictly on an “as is” basis.
14.2 Nothing in this Agreement shall exclude or limit Recyclr’s liability:
14.2.1 for death or personal injury caused by Recyclr’s negligence; or
14.2.2 for fraud or fraudulent misrepresentation.
14.3 Subject always to clauses 14.1 and 14.2:
14.3.1 Recyclr shall not be liable for any loss of profits, loss of business, loss of goodwill, loss or corruption of data or information, or for any indirect, special, or consequential loss, damage, cost, or expense of any kind; and
14.3.2 Recyclr’s total aggregate liability to the Customer (including any liability under the indemnity in clause 13.2) for all breaches of duty occurring within any contract year shall not exceed the liability cap. Where breaches in multiple contract years give rise to a single claim or series of related claims, Recyclr’s total liability shall not exceed the highest annual cap applicable to those contract years.
14.3.3 For the purposes of clause 14.3.2:
14.3.3.1 The cap shall be one hundred per cent (100%) of the total charges payable in the contract year in which the breaches occurred;
14.3.3.2 A “contract year” means each 12-month period commencing on the Effective Date or any anniversary thereof; and
14.3.3.3 “Total charges” refers to all amounts paid and payable by the Customer under this Agreement (including Fees) with respect to services actually supplied by Recyclr, whether or not they have been invoiced.
14.3.4 Recyclr shall have no liability:
14.3.4.1 for any act or omission of the Customer, including negligence or breach of applicable law;
14.3.4.2 for any loss, damage, injury, or death resulting from the acts or omissions of the Customer (except where directly caused by Recyclr’s negligence);
14.3.4.3 for any loss or damage caused by a Waste Operator acting in breach of the Highways Act 1980 or otherwise;
14.3.4.4 for any fraudulent or unlawful conduct by a Customer;
14.3.4.5 for any payments owed by a Waste Customer to a Waste Operator, or any refunds owed by a Waste Operator to a Waste Customer; or
14.3.4.6 for any service standards or performance levels provided by Waste Operators to Waste Customers.
14.4 References to “liability” in this clause 14 include all forms of liability arising under or in connection with this Agreement, whether in contract, tort (including negligence), misrepresentation, restitution, or otherwise.
15. Term and termination
15.1 This Agreement shall commence on the Effective Date and, unless terminated earlier in accordance with its terms, shall continue in full force and effect until terminated by either party on thirty (30) days’ written notice to the other.
15.2 Without prejudice to any other rights or remedies available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other if:
15.2.1 The other party fails to pay any amount due under this Agreement on the due date for payment and remains in default for at least fourteen (14) days after receiving written notice requiring payment;
15.2.2 The other party commits a material breach of any other term of this Agreement which is incapable of remedy or, if capable of remedy, fails to remedy such breach within fourteen (14) days after being notified in writing to do so;
15.2.3 The other party repeatedly breaches the terms of this Agreement in a manner that reasonably indicates an intention or inability to comply with its terms;
15.2.4 the other party suspends or threatens to suspend payment of its debts, is unable to pay its debts as they fall due, admits inability to pay its debts, or is deemed unable to pay its debts under section 123 of the Insolvency Act 1986, disregarding the words “it is proved to the satisfaction of the court” in section 123(1)(e) or (2);
15.2.5 the other party commences negotiations with any of its creditors to reschedule its debts, or proposes or enters into a compromise or arrangement with its creditors (other than for the sole purpose of a solvent amalgamation or reconstruction);
15.2.6 The other party applies for or obtains a moratorium under Part A1 of the Insolvency Act 1986;
15.2.7 a petition, notice, resolution, or order is filed, given, passed, or made in relation to the winding up of the other party (except for the purpose of a solvent amalgamation or reconstruction);
15.2.8 An application is made to court for the appointment of an administrator, or an administrator is appointed, or a notice of intention to appoint an administrator is issued with respect to the other party;
15.2.9 The holder of a qualifying floating charge over the assets of the other party becomes entitled to appoint, or has appointed, an administrative receiver;
15.2.10 a person becomes entitled to appoint, or has appointed, a receiver over the assets of the other party;
15.2.11 a creditor or encumbrancer of the other party attaches or takes possession of, or enforces execution or other legal process against, the whole or any part of the other party’s assets, and such process is not discharged within fourteen (14) days;
15.2.12 any event occurs, or any proceeding is taken, in any jurisdiction to which the other party is subject that has an effect equivalent or similar to any of the events listed in clauses 15.2.4 to 15.2.11 (inclusive);
15.2.13 the other party suspends, ceases, or threatens to suspend or cease carrying on all or a substantial part of its business; or
15.2.14 The other party’s financial condition deteriorates to such an extent that it reasonably appears unable to fulfil its obligations under this Agreement.
15.3 Upon termination of this Agreement for any reason:
15.3.1 All licences granted under this Agreement shall immediately terminate, and the Customer shall cease all use of the Cloud Services and Documentation;
15.3.2 Each party shall promptly return to the other all equipment, property, Documentation, and other materials (and all copies thereof) belonging to the other party and shall make no further use of them;
15.3.3 Recyclr may delete or otherwise dispose of any Customer Data in its possession unless, within ten (10) days following termination, the Customer provides a written request for delivery of the most recent back-up of its Customer Data. Recyclr shall use reasonable commercial efforts to deliver such back-up within thirty (30) days of receiving the request, provided that the Customer has paid all outstanding amounts due at or resulting from termination. The Customer shall reimburse Recyclr for any reasonable expenses incurred in returning or disposing of Customer Data; and
15.3.4 termination shall not affect any rights, remedies, obligations, or liabilities of either party that have accrued up to the date of termination, including the right to claim damages for any breach that existed before termination.
16. Force Majeure
Neither party shall be liable for any delay or failure in performing its obligations under this Agreement to the extent that such delay or failure is caused by an event or circumstance beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil commotion, industrial disputes, acts or omissions of government or regulatory authorities, pandemics, epidemics, fire, flood, or failure of utilities or communications networks (a ‘Force Majeure Event’).
The affected party shall notify the other party as soon as reasonably possible of the occurrence of a Force Majeure Event and shall use all reasonable endeavours to mitigate the effects of the Force Majeure Event on the performance of its obligations. If the period of delay or non-performance continues for more than sixty (60) days, either party may terminate this Agreement by giving written notice to the other party.
Nothing in this clause shall excuse the Customer from any payment obligations due under this Agreement prior to the Force Majeure Event, nor shall it relieve either party from using reasonable efforts to perform its obligations despite the event.
17. Conflict
If any inconsistency arises between the terms set out in the main body of this Agreement and those contained in any Schedule, the provisions of the main body of this Agreement shall take precedence.
18. Variation
No change or modification to this Agreement shall be valid unless it is made in writing and signed by both parties (or by their duly authorised representatives).
19. Waiver
19.1 A waiver of any right or remedy under this Agreement shall only be effective if it is provided in writing and shall not constitute a waiver of any subsequent right or remedy.
19.2 The failure or delay by either party to exercise any right or remedy, or the partial or single exercise of such right or remedy, shall not prevent or restrict that party from exercising that or any other right or remedy in the future.
20. Rights and Remedies
Unless expressly stated otherwise in this Agreement, the rights and remedies available under this Agreement are cumulative and are in addition to, and not in substitution for, any rights or remedies available at law.
21. Severance
21.1 If any provision or part of a provision of this Agreement is found to be invalid, unlawful, or unenforceable, it shall be treated as deleted, and the remaining provisions shall continue in full force and effect.
21.2 Where a provision or part-provision is deleted under clause 21.1, the parties shall, acting in good faith, negotiate a replacement provision that achieves, as closely as possible, the commercial purpose originally intended.
22. Entire agreement
22.1 This Agreement represents the full and complete understanding between the parties, replacing and voiding all prior and concurrent discussions, agreements, promises, warranties, assurances, representations, or understandings, whether written or oral, concerning the same subject matter.
22.2 Each party confirms that, in entering into this Agreement, it has not relied upon any statement, assurance, representation, or warranty (whether made innocently or negligently) other than those expressly contained within this Agreement.
22.3 Each party further agrees that it shall not bring any claim for innocent or negligent misrepresentation arising from any statement contained in this Agreement.
22.4 Nothing in this clause shall operate to exclude or limit any liability arising from fraud.
23. Assignment
23.1 The Customer may not, without obtaining Recyclr’s prior written consent, assign, transfer, mortgage, charge, subcontract, delegate, create a trust over, or otherwise dispose of or deal with any of its rights or obligations under this Agreement in any manner.
23.2 Recyclr reserves the right, at any time, to assign, transfer, mortgage, charge, subcontract, delegate, create a trust over, or otherwise handle any or all of its rights or obligations arising under this Agreement as it sees fit.
25. Third-party rights
A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
Unless it expressly states otherwise, this agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
24. No partnership or agency
Nothing in this Agreement is intended to, nor shall it be deemed to, establish a partnership between the parties, nor grant either party the authority to act as an agent for the other. Neither party shall have the power or authority to act in the name of, on behalf of, or otherwise bind the other in any manner, including making any representation or warranty, undertaking any obligation or liability, or exercising any right or power on the other’s behalf.
26. Counterparts
26.1 This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but together they shall constitute one and the same instrument.
26.2 The transmission of a fully executed counterpart of this Agreement (and, for the avoidance of doubt, not merely a signature page) by email in PDF, JPEG, or any other agreed electronic format, or via an approved electronic signing platform, shall have the same effect as the delivery of an executed hard copy (“wet-ink”) counterpart.
26.3 No counterpart shall take effect until each party has delivered to the other at least one executed counterpart of this Agreement.
27. Notices
27.1 Any notice provided to a party under or in connection with this Agreement must be
in writing and may be:
27.1.1 delivered by hand, or sent by pre-paid first-class post, or by another next working day delivery service to its registered office (if the recipient is a company) or its main place of business (in any other case); or
27.1.2 sent by email to the following addresses (or such other address as may be notified in writing by the recipient party):
27.1.2.1 Recyclr: subscriptions@recyclr.co.uk; and
27.1.2.2 Customer: the email address used to register the account for access to the Cloud Services, or any replacement email address the Customer has provided to Recyclr in writing from time to time.
27.2 A notice shall be considered received:
27.2.1 If delivered by hand, at the time it is left at the designated address;
27.2.2 if sent by pre-paid first-class post or next working day delivery, at 9:00 am on the second Business Day following posting; or
27.2.3 if sent by email, at the time of transmission, provided this occurs during Normal Business Hours at the recipient’s location, otherwise upon the resumption of Normal Business Hours.
27.3 This clause shall not apply to the service of legal proceedings, arbitration
documents, or any other formal dispute resolution process.
28. Governing Law
This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in relation to it or its subject matter or formation shall be governed by and construed in line with the laws of England and Wales.
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 relation to this Agreement or its subject matter or formation.
29. 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 relation to this Agreement, its subject matter or formation.
