General
Terms & Conditions

1. DEFINITIONS

1.1 Throughout the Agreement the following terms will mean:

"Agreement" means the Agreement for the provision of Services as defined by this document in its entirety.

"Client" means the company that FGD are offering services to.

 "FGD" means Future Generation Solutions (Disposals) Limited.

"Party" or "Parties" means either the Client and/or FGD.

"Confidential Information" means all information relating to either party in respect of business and negotiations under the terms of the Agreement.

"Effective Date" means the date that the Agreement is entered into by both parties.

"Event of Force Majeure" means an event which is beyond the control of either Party and which prevents either Party from complying with the terms of the Agreement.  Such events may include, but not be limited to, acts of God, such as fires, explosions and floods, and/or riots, strikes or general disorder or acts of terrorism.

It is the responsibility of the affected Party to inform the other Party, in writing, within five (5) working days that an event of Force Majeure has taken place and give details of such an event and how the situation will be rectified.

"Intellectual Property Rights" means copyright, designs, patents, confidential information and trademarks.

"Premises" means the premises to where FGD will transport the Products in order for the Services to be undertaken.

"Laws" means all laws, legislation and regulations applicable to the Services carried out under the terms of the Agreement and are binding on both Parties.

"Price" means the price(s) as outlined in the Rate Card.

"Products" means the assets which FGD has agreed to process on behalf of the Client and are detailed in the Rate Card and such other assets as the Parties hereto my from time to time agree to in writing.

"Working Days" shall mean Monday to Friday from 9am to 5pm but shall exclude all United Kingdom Bank Holidays and Public Holidays.

 "Services" mean the Services (including any part thereof) to be performed by FGD as agreed with the Client.

"Specifications" means the technical specifications and descriptions of the Products including design and material composition and, but without limitation, details of hazardous materials or other potential hazards.

"Statement of Work" means the Statement of Work (SOW) as defined.  The SOW confirms, without limitation, the scope of the Services provided by FGD.

1.2  The headings to the Clauses and Schedules of the Agreement will not affect its construction.

2. APPOINTMENT

2.1  In appointing FGD, the Client relies on FGD's undertaking that FGD has in place the resources and expertise to carry out the Services to the standards specified within the Agreement.

2.2  The parties hereto agree that, subject to Clause 8 (Confidentiality), the terms of the Agreement do not prevent the Client from appointing a third party to carry out similar Services nor does it restrict FGD from providing the same or similar services to other parties.

3. SERVICES

3.1  FGD will undertake to carry out the Services required by the Client and in accordance with the SOW.

3.2  FGD will use all reasonable endeavours to complete the Services to a standard set out in the SOW using best industry practices and in accordance with all governing legislation and laws.

3.3  FGD undertakes to ensure it holds and maintains all necessary industry accreditations required by current legislation and laws pertaining to the correct performance of the Services.

3.4  FGD will undertake the Services using its own employees and/or sub contractors who meet the standards required to carry out the Services.

3.5  In the event that FGD needs to make changes to the Services or the provision thereof due to amendments in the law or legislation governing the Services, then FGD will notify the Client in writing and the Client's approval to such changes will not be unreasonably withheld. If such approval is not forthcoming then FGD retain the right to terminate the Agreement without notice.

3.6  The Client undertakes to ensure that FGD are not prevented or hindered from carrying out the Services.  If such an event should occur then FGD will promptly advise the Client of the circumstances and FGD will not be penalised for any failure or delay in carrying out the Services.

4. CLIENT'S OBLIGATIONS

4.1  The Client will undertake to comply with the terms contained in the SOW in a timely manner and, without prejudice, the Client will at all times:

4.1.2  provide FGD with correct instructions and directions relative to carrying out the Services;

4.1.3 respond promptly to requests for information and/or directions as maybe requested by FGD from time to time;

4.1.4 promptly advise FGD in the event that the Client becomes aware of any problems or potential problems which may impact on the successful undertaking of the Services;

4.1.5 ensure that FGD are not obstructed from undertaking the Services and that the health and safety of the FGD employees or sub contractors is not placed in jeopardy;

4.1.6 ensure that any action or lack of action by the Client does not increase the cost to FGD of providing the Services;

4.1.7 obtain and maintain in force all licenses, approvals, registrations and qualifications required to enter into the Agreement;

4.1.8 comply with all applicable Laws.

4.2  The Client will not include products unless stipulated in the SOW without the prior written approval of FGD.  If FGD agree to include such items it is understood by both parties that this may include an additional cost to the Client.

4.3  The Client undertakes to advise FGD in writing and in advance of the Services of any hazardous waste or other potential hazards which may be contained in the Products.

4.4  FGD may, from time to time, request a Specification of the Products if the Client advises that the Products contain hazardous substances.  If the Client is unable to provide such Specification then FGD may undertake testing of the Products and the Client will meet all costs which may be incurred if such testing is undertaken.  FGD will not be in breach of the Agreement if it rejects Products where the Client has not provided a Specification or allowed FGD to carry out testing for hazardous substances.

5. DELIVERY OF THE PRODUCTS

5.1 FGD will arrange collection of the Products from addresses stipulated in advance by the Client.

5.2 Unless otherwise stated in the SOW, the Client will be responsible for preparing and packaging the Products in accordance with the Packaging Guidelines and applicable Laws and will ensure that only agreed Products as stated in the SOW are included. If non agreed Products are included their collection will not amount to acceptance by FGD.

5.3 Without prejudice, the Products are subject to Acceptance as detailed in the SOW.  Collection of the Products will not amount to Acceptance.

5.4 Unless otherwise agreed, the weight of the each consignment of the Products as recorded by FGD will be conclusive evidence of the weight of the Products received by FGD.

5.5 For clarification, a signature of receipt of a consignment by an employee or sub-contractor of FGD will not be evidence of weight or Specification.

6. PRICE AND PAYMENT

6.1 The Price for the Services will be the prices agreed by both parties as quoted in the Rate Card.  The prices quoted are exclusive of value added tax or other applicable taxes.

6.2 It is agreed and understood that FGD will be entitled to increase the Price pursuant to any agreed changes to the SOW.

6.3 FGD will invoice the Client for all charges monthly in arrears and the Client shall pay in Sterling all outstanding invoices within 30 (thirty) days of receipt of such invoices.

6.4 Payment will not be deemed made until cleared funds have been received by FGD.

6.5 The Client will invoice FGD for all equipment value monthly in arrears and FGD shall pay in Sterling all outstanding invoices within 30 (thirty) days of receipt of such invoices.

6.6 Payment will not be deemed made until cleared funds have been received by the Client.

6.7 Any outstanding sums due to FGD upon termination of the Agreement shall become payable immediately.

6.8 Unless the parties hereto mutually agree otherwise, all payments will be made without deduction or withholding or on account of a counterclaim.

6.9 If the Client fails to pay any charges by the due date then:

6.9.1 that amount may be subject to interest charges based on the prevailing United Kingdom Bank Rate plus 1% (one percent) from the due date until such payment is made in full.

6.9.2 FGD will be entitled to suspend the Services until such time as cleared funds are received by FGD.

7. RISK AND TITLE

7.1 FGD will bear the risk of loss or damage to the Products during transportation and whilst the Products are located at the Premises.

7.2 The Client will bear the risk of loss or damage to the Products while the products remain at the Client's facilities or are being transported by the Client.

7.3 The Client hereby warrants that it holds total title to the Products and that no third party has an interest in the Products.

7.4 The title of the Products will transfer to FGD:

7.4.1  where both Parties have agreed that the Products have been allocated for resale/remarketing;

7.4.2  where the Products are allocated for destructive recycling after the Parties have mutually agreed the Products are not suitable for resale/remarketing.

8. CONFIDENTIALITY

8.1 Both Parties agree:

8.1.1 not to disclose or make public any aspects regarding the Agreement or the negotiations between the Parties hereto;

8.1.2 not to disclose any Confidential Information to any third party other than to employees involved in the implementation of the Agreement.

8.2 Each Party will ensure that its employees, agents and sub contractors maintain the Confidential Information in strictest confidence and will not use such information for anything other than the implementation of the Agreement.

8.3 If it is deemed necessary to divulge Confidential Information to a third party both Parties hereto must agree to this in writing before such information is disclosed.

8.4 Each Party warrants that it has not published or disclosed any Confidential Information relating to the Agreement prior to the Effective Date.

8.5 Each Party agrees that the provisions of Clause 8 in its entirety will remain in force after the termination of the Agreement for a minimum period of 1 year.

9. MANAGEMENT OF SERVICES

9.1 FGD and the Client undertake to manage and review the Services in accordance with the terms of the SOW.

9.2 FGD and the Client will nominate a key representative who will be the main contact for the other Party and who will be authorised to make decisions to ensure the implementation of the Agreement.

9.3 FGD agrees that during the term of the Agreement, subject to 7 (seven) working days' notice, it will permit the Client's designated employees access during regular office hours to the Premises to view the systems, procedures, records and books maintained by FGD in support of the Agreement.  FGD retain the right to withhold any information which it deems Confidential.  FGD will provide reasonable assistance to any authorised person(s) undertaking the review.

10. CHANGES TO THE SERVICES

10.1 During the term of the Agreement either party may request in writing a variation to part or parts of the Services.

10.2 Both Parties will investigate the requested variation and will make written recommendations within 14 (fourteen) working days of the first notification of the requested variation together with a quotation of any additional costs involved.

10.3 Neither Party will unreasonably withhold its agreement to the proposed variation to the Services.

10.4 Notwithstanding the above, if FGD is unable to comply with the variation to the Services it will advise the Client in writing within 21 (twenty one) working days. In such circumstances the Client may source the services of a third party to cover the variation to the Services.

11. FORCE MAJEURE

11.1 Neither Party will be in breach of the Agreement or liable to the other Party in any manner whatsoever for failure or delay in performing its obligations under the Agreement due to Force Majeure.

11.2 If either Party is unable to adhere to its obligations under the Agreement due to Force Majeure then it will give the other Party notice in writing within 10 (ten) working days of becoming aware of the Force Majeure.

11.3 Neither Party will be entitled to payment from the other Party in respect of additional costs incurred due to the Force Majeure.

12. LIMITATION OF LIABILITY

12.1 Neither Party to the Agreement is excused from its liability, if any, to the other Party:

12.1.1 for personal injury or death resulting from its negligence;

12.1.2 for breach of legislation, legal regulations and/or codes of practice;

12.1.3 for any illegal act including fraud.

12.2   FGD's maximum liability under the Agreement for any injury, death, damage or loss howsoever caused will be limited to:

12.2.1 £1,000,000 (one million pounds Sterling); or

12.2 FGD's maximum liability under the Agreement for any injury, death, damage or loss howsoever caused will be limited to:

12.3 In the case that either Party ("Indemnifying Party") is liable to indemnify the other Party ("Innocent Party") under the Agreement, such indemnity will apply subject to:

12.3.1  the Innocent Party giving notice in writing of any claim to the Indemnifying Party;

12.3.2  the Innocent Party providing the Indemnifying Party with all reasonable information and assistance and in such case the Indemnifying Party will indemnify the Innocent Party against all costs incurred while providing such information and assistance;

12.3.3 the Innocent Party takes all reasonable steps to mitigate its loss;

12.3.4 both Parties respond to all requests from the other Party in a timely manner and without hindrance or obstruction.

12.4 During the Term of the Agreement FGD shall maintain at its own expense the insurances governing the Services:

12.4.1 public liability insurance in the sum of £2,000,000 per claim;

12.4.2 products liability insurance in the sum of £2,000,000 per claim and in the aggregate per annum;

12.4.3 professional indemnity in the sum of £5,000,000 per claim;

12.4.4 employer liability insurance in the sum of £10,000,000 per claim.

13. TERMINATION

13.1 Either Party may terminate the Agreement by giving the other Party no less than 30 (thirty) days' notice in writing of such intention.  Termination of the Agreement will not affect the payment of outstanding charges or any Services being completed which have been commenced at the time of receipt of notice of termination.

13.2 Either Party may serve written notice of immediate Termination if the other Party:

13.2.1 is in breach of the terms of the Agreement and where the breach is capable of remedy but the Party fails to undertake such remedy within 30 (thirty) working days from written notice of the breach by the other Party;

13.2.2 becomes bankrupt, insolvent, enters into any arrangement with its creditors, appoints a receiver or liquidator and/or receives a winding up order;

13.2.3 is found to have entered into unlawful practices;

13.3 The rights to terminate the Agreement given by this Clause will not prejudice any other right or remedy by either Party in respect of any breach of the terms of the Agreement.

13.4 FGD may invoice the Client for any Services performed under the Agreement up to and including the date of termination and the Client will pay such invoice under the terms of the Agreement.

13.5 The Parties will mutually agree as to how to dispose of any Products which remain unprocessed on the date of termination.  In the event that the Parties are unable to reach such an agreement then FGD will return the Products to the Client at the Client's expense.

13.6 Upon termination each Party will promptly return to the other Party all documentation or materials which incorporates the other Party's Intellectual Property Rights or Confidential Information.

14. ENTIRE AGREEMENT

14.1 The Agreement contains all the terms to which the Parties have agreed to in relation to the Services as defined in the SOW.  No other promises or undertakings beyond the terms of the Agreement have been made by either Party.

15. SUB CONTRACTING

15.1 FGD may sub-contract all or part of its obligations as defined by the Agreement. FGD will however remain liable for such obligations under the Agreement and will be responsible for any failure of the sub-contractor.

15.2 FGD may sub-contract all or part of any mobile device consignments to its Asset Disposal Information Security Alliance (ADISA) approved downstream specialist.

16. INVALIDITY

16.1 If any part, clause or condition of the Agreement is found by a competent legal authority to be illegal, invalid or unenforceable and if modification fails to remedy the situation then it will be struck from the Agreement.

17. WAIVER

17.1 Any failure or delay by either Party to exercise any right, power or remedy under the Agreement will not impair any such right, power or remedy nor operate a waiver of it.

17.2 Any waiver of a breach or default under any of the terms of the Agreement will not affect other terms of the Agreement.

18. DATA PROTECTION

18.1 Each Party will be responsible for compliance with all relevant Laws relating to the processing and security of data.

19. VARIATION

19.1 No variation of the terms of the Agreement will be valid unless agreed in writing by both Parties.

20. RELATIONSHIP OF PARTIES

20.1 Nothing in the Agreement will be deemed to indicate a joint venture or partnership between the Parties.

21. NOTICES

21.1 Any and all communications, notices or other matters, from either Party, which may affect the terms of the Agreement must be submitted in writing and delivered by hand, first class post or Special Delivery to the recipient's registered address.

21.2 Such communication will be deemed to have been received when delivered by hand during standard office hours, by signed receipt when submitted by Special Delivery or within 5 (five) working days when despatched by first class post.

22. RESOLUTION OF DISPUTE

22.1 Where dispute or differences arise between FGD and the Client in respect of the Agreement then the Parties will endeavour to resolve such dispute by working together in good faith without recourse to formal proceedings.

22.2 If the key representatives are unable to resolve the dispute or differences within 30 (thirty) working days then either Party may refer the matter to its senior management.

22.3 Neither Party will commence formal proceedings until all reasonable efforts have been made to resolve the dispute or differences.

22.4 Nothing in the Agreement will prevent either Party carrying out formal proceedings in order to protect Intellectual Property Rights or Confidential Information.

22.5 If the Parties are unable to resolve the dispute or differences then they may progress to mediation through formal proceedings.  Neither Party may unreasonably withhold its agreement to such proceedings.

22.6 If either Party refuses to comply with formal proceedings and of the dispute or differences are not resolved within 60 (sixty) working days then either Party may commence proceedings in accordance with Clause 23.

23.  BRIBERY PREVENTION MEASURES

23.1 FGD hereby agrees that:

23.1.1 it will comply with applicable law, and with all regulations, codes and sanctions that have legal effect relating to anti-bribery and anti-corruption including but not limited to the UK Bribery Act 2010 (the "Anti-Bribery Law");

23.1.2 it will comply with its anti-bribery policy as may be amended from time to time;

23.1.3 it will procure that any person who performs or has performed services for or on its behalf ("Associated Person") in connection with this Agreement complies with applicable Anti-Bribery Laws;

23.1.4 it has and will maintain in place effective accounting procedures and internal controls necessary to record all expenditure in connection with this Agreement;

23.1.5 from time to time, at the reasonable request of the Client it will confirm in writing that it has complied with its obligations under this Clause 23 and will (subject to confidentiality restrictions) provide any information reasonably requested by the Client in support of such compliance;

23.1.6 it shall notify the Client as soon as practicable of any breach of any of the obligations contained within this Clause 23 of which it becomes aware.

Breach of any of the obligations in this Clause 23 shall be deemed to be a material breach of the Agreement.

24.  GOVERNING LAW

24.1 The Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be governed by and shall be construed in accordance with the laws of England and Wales.

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