General Terms and Conditions – Solid Waste and Recycling

General Terms and Conditions – Solid Waste and Recycling 
(November 2024)

In this agreement, the following words shall have these meanings:

“Address” means your address specified on the front page of this agreement or in any Order Summary and any other site added from time to time by agreement with us.
“Charges” means the rates and any other charges as detailed on the front page of this agreement or in any Order Summary or otherwise incurred in accordance with these terms and conditions.
"Contract Term" means the contract term specified at the front of this agreement or the Order Summary.
“CPI” means the most recent figures published by Statistics New Zealand for the Labour Cost Index percentage change: Transport, Postal, and Warehousing All Salary and Wage Rates - All Sectors (SG51I9) index, plus the Producers Price Index percentage change: Inputs for Industry Group ll - Road Transport (SQNII1100) index, (or if an index is materially changed or discontinued, a reasonable equivalent).
“Disposal Costs” means the gate-rates charged by the relevant processing and/or disposal facility, fuel costs, and costs resulting from the amendment or introduction of any law or regulation (including any resource consents or conditions), affecting the collection or disposal of the Waste or Recyclable Materials, or negative movements in the commodity trade value affecting the Recyclable Materials.
“Equipment” means the items of equipment or bin or Port-A-Let we supply to you, and “Bin” has the same meaning. 
“Excluded Material” means any item, substance or liquid that is explosive, hazardous, corrosive, toxic, illegal, dangerous, inflammable, suffocating or is in any other way damaging to property or dangerous to the health and safety of any person or which we are not permitted to transport and includes any material which we may advise you is Excluded Material from time to time. 
"Order Summary" means the document prepared by us setting out a summary of the Services to be provided to you.
“Recyclable Materials” means all paper, plastic, glass and any other materials capable of being recycled on commercially reasonable terms and excludes any Waste and Excluded Material.
“Services” means the services identified on the front page of this agreement, or in the Order Summary if you have ordered through our website and/or digital platforms and as may be varied by mutual agreement.
“Taxes” means any government or council surcharge, tax, duty, charge (including road user charges), or levies (including national waste disposal levies), and the cost of the emissions trading scheme (including carbon credits).
“Waste” means any non-hazardous waste excluding Recyclable Materials and Excluded Material. 
“we” “us” and “our” means Waste Management NZ Limited.
“Workers” has the same meaning as described in the Health and Safety at Work Act 2015.
“you” and “your” means the customer named on the front of this agreement and any purchaser of your business.

1. ACCEPTANCE/PREVAILING TERMS AND CONDITIONS
These General Terms and Conditions constitute a binding contract between us and you in respect of the Services once you sign or otherwise accept the Quotation or utilise the Services.  No other terms or conditions will apply, unless we expressly agree otherwise in the Quotation or the Order Summary.  

2. SERVICES
We will perform the Services using reasonable skill and care, to a standard reasonably expected in New Zealand from an experienced, reasonable, and prudent contractor engaged in similar activity in similar circumstances, meeting applicable professional standards or codes of practice, and in accordance with all legal requirements, and during our normal working hours or as otherwise specified in the Order Summary. We will use all reasonable endeavours to be timely and to cause a minimal amount of interference to your operations in performing the Services. However, we will not be liable for any failure to perform the Services due to circumstances beyond our reasonable control.

3. ACCESS
You will provide satisfactory access for us and our agents at all reasonable times to:
(a)    deposit, inspect, collect and/or exchange Equipment, and to remove the Equipment after the end of this agreement; and
(b)    collect Recyclable Materials and/or Waste.

4. YOUR OBLIGATION
You will place your Recyclable Materials and/or Waste in the Bin until we remove the Bin, and you will do so properly, securely and in a safe manner in strict compliance with all legal requirements.  You will not place any Excluded Material in the Bin and you will place any signs and labels that we supply you with on or near the Bin (as applicable).

5. TITLE AND LIABILITY
Title/ownership in the Recyclable Materials and/or Waste vests in us when we remove the Recyclable Materials and/or Waste from the Address.  Title to, and liability for, Excluded Material always remains with you, even if we have collected it.

6. PAYMENT
You will pay the Charges without deduction by:
(a)    the 20th day of the month following the date of our invoice; or
(b)    as otherwise as detailed on the front page of this agreement or in the Order Summary if ordered through our website and/or digital platforms.  

7. BREACH
You are in breach of this agreement, or any subsequent terms and conditions agreed with us if you:
(a)    do not pay our invoices when due, do not make payment during the notice period and are unable to establish to our reasonable satisfaction that you have a legitimate dispute in respect of any invoice; 
(b)    are adjudged bankrupt, liquidated or dissolved, or a receiver or administrator is appointed (each an "Insolvency Event");
(c)    you repeatedly place Excluded Material in your Bin; 
(d)    you damage any Bin or Equipment in a material way; 
(e)    you endanger the health and safety of our Workers; and/or
(f)    you otherwise fail to comply with any provision in this agreement where such failure is not fixed within 14 days of notice of such failure being given by us to you.

8. DELIVERY OF EQUIPMENT AND SCHEDULED COLLECTIONS
(a)    We will schedule a delivery date for your Equipment. Your Contract Term will be deferred until your Equipment has been delivered.
(b)    If your Service includes scheduled collection date(s), we will aim to empty your Bin on the scheduled collection date or within three working days of that date, unless we notify you in advance by text email (if we have your details) of any changes. We’ll endeavour to notify you of any changes at least 48 hours in advance. You will receive the number or frequency of collections specified on the front page of this agreement or in the Order Summary. 
(c)     If your Service includes scheduled collections and we attempt to collect your Bin and the Bin is not out for collection (where applicable), access is blocked, or you refuse the collection for any reason, your monthly or annual Charge will still apply. However, if we are unable to collect the Bin due to a service failure on our part, such as a truck breakdown, traffic accident, driver illness, or a booking error, we will reattempt collection within the next 48 hours following the scheduled collection. If we are unable to do so due to a service failure on our part, such as a truck breakdown, traffic accident, driver illness or a booking error, a credit will be applied to your account. If for whatever reason you think we may be unaware that we have missed a collection, please let us know as soon as possible. 
(d)    For PayAsUGO customers please remember that this is an opt-out service. This means you have a scheduled collection day, and you can use our app or contact us to opt out of the collections. If you want to pause and opt out of your scheduled service, you must notify us at least 48 hours in advance of your scheduled collection day to avoid any charges. For example, if your collection is set for Friday, you must suspend the service by 9am Wednesday at the latest to avoid incurring a full charge for the service. If you want to recommence your service, you need to ensure your digital wallet has the available funds four days ahead of your scheduled collection time. Notification should be done via the PayAsUGO app.
(e)    Our Service schedules may change from time to time, which may result in changes to your collection day. If the change is within our control, we will notify you 14 days in advance via text or email.

9. OUR EQUIPMENT
You will not give security over or deal with the Equipment in such a way as to detract from our ownership. You will clean it and promptly notify us of any damage to the Equipment. You will indemnify us against any direct damage, defacement to the Equipment and any loss, claim, injury we incur in relation to the Equipment while at the Address or resulting from your use. For clarity, you will not be responsible for any damage to the Equipment or any loss, claim or injury in relation to the Equipment caused by us or our agents in delivery of the Services. If we clean the Equipment (which we will do when we consider, acting reasonably, that it is required and you have failed to do so on request by us), you will pay our reasonable cleaning charges.  Where we provide Equipment to you that requires electricity, you will provide the electricity required.  You will train your operators and ensure they comply with applicable health and safety procedures and relevant law regarding the operation of the Equipment.

10. DISPOSAL
We will, where reasonably possible, dispose of Recyclable Materials in such a manner that they will ultimately be recycled. However, in some circumstances we may, at our discretion, dispose of the Recyclable Materials via alternative waste technologies or at landfill.

11. OUR LIABILITY
We will pay for any damage we cause to your property, to the extent caused by us, provided that our maximum liability in any 12 month period for such damage will be limited to the greater of the Charges paid by you in the 12 months prior to the damage and the limit of any insurance monies we recover for the damage. However, except in circumstances of negligent conduct, we are not responsible for damage to any access ways or to pipes, cables or other fixtures beneath them caused by the weight of our vehicles. To the extent permitted by law, we will not be liable for any indirect loss, expense, damage or injury such as loss of business or loss of profits sustained by you or any third party as a result of any action or inaction of ours or as a result of you being unable to use the Equipment.

12. CONTAMINATION OF BINS
The contamination of Bins can be a health and safety risk for our Workers or mean that we may not be able to use the Recycled Materials the Bins contain.  If your Bin becomes contaminated with Excluded Material (Contamination or Contaminated Bin), we will not be obliged to collect the Bin, and we may adopt either of the following:
(a)    if we consider it practical, you will be given an opportunity to remove the Contamination while our truck is onsite to allow collection; or 
(b)    if we  chose to collect the Bin including the Contamination, then we are entitled to demand, and you will pay, a Contamination Charge. The Contamination Charge may change from time to time but will be the total direct additional costs to us of dealing with your Contaminated Bin.

13. OVERWEIGHT BINS
Bins over the specified weight allowance tabled on our website can be a health and safety risk for our Workers or mean that we may not be able to collect the Bin.  If your Bin is overweight, we will not be obliged to collect the Bin and we may adopt either of the following:
(a)    If we consider it practical, you will be given an opportunity to remove materials to bring the Bin back within the weight range; or
(b)    if we chose to collect an overweight Bin, we may charge you an additional charge per Tonne or part thereof. The additional charge will be the equivalent to the overweight tonnage amount multiplied by our Disposal Cost for your region.

14. CHARGES
(a)    The Charges as at the start date of this agreement are as specified in the front section of this agreement or in the Order Summary, or as otherwise incurred in accordance with these terms and conditions.
(b)    You agree that during any Contract Term of this agreement we may increase the Charges to pass on any new or increased costs from:
(i)     inflation, as measured by the increase in the rate of CPI since the most recent of the date of the Quotation and the last time the Charges were increased by CPI, and we will advise you of the new Charges at least 28 days before the new or increased costs take effect; and
(ii)     Taxes and Disposal Costs, and we will give you an explanation of the applicable new or increased Taxes and Disposal Costs at least 28 days before they take effect if we receive sufficient advanced notice to do so, otherwise we will give you within five working days of us receiving notice of such. 
(c)    If we seek to increase the Charges for any other reason during the Contract Term of this agreement, then we need your consent to do so.  We will give you not less than 28 days' prior written notice under this clause explaining the proposed increase.  If you do not consent to the proposed increase, then you may cancel this agreement without penalty by giving us written notice at cancel@wm.nz prior to the date when the proposed increase comes into effect. You agree that if you make a payment to us after the date when the proposed increase comes into effect, that means you consent.

15. YOUR LIABILITY
To the extent permitted by law, you will pay us for any direct losses or liabilities suffered by us in relation to any physical damage, prosecution, claim, or action under any applicable law or regulation or at common law, arising from your actions or omissions in relation to the Equipment, Recyclable Materials, Waste or any Excluded Material. You are not liable to us for any indirect loss, expense, damage or injury such as loss of business or loss of profits that we may suffer.

16. CONTRACT TERM
Subject to clauses 18 and 19, this agreement is binding for not less than any Contract Term specified at the front of this agreement or the Order Summary.  You agree to receive our Services and/or hire our Equipment for the length of time detailed in the Contract Term. At any time prior to the end of your Contract Term, you can contact us to fix a further Contract Term and you agree that we can try to contact you for the same purpose. If no further Contract Term is agreed then we will continue to provide the Services after the expiry of the term, on a month-by-month basis, but any preferential pricing applicable for committing to a fixed Contract Term will not apply and our Charges will revert back to rates excluding the contract term discount (as current at the relevant time).  If no Contract Term is in place then this agreement may be cancelled on one month’s written notice by either party.

17. INTELLECTUAL PROPERTY AND DATA
Subject to clause 23, we own all intellectual property rights in the Services and data (other than your personal data as that term is described in the Privacy Act 2020) associated with the Services. You don’t have any title, interest or intellectual property rights in them, or any part of them, and will not make any claim in respect of any such intellectual property. Any intellectual property rights arising from any improvement or change to any Services devised or made by anyone belongs to us. We grant you a non-exclusive, non-transferable licence to use our intellectual property rights to the extent needed to use our Services. Only data about the Services that is specified as part of the Service to you and Charged for will be provided to you.

18. CANCELLING AGREEMENT - YOU
In addition to your right to cancel this agreement under clause 14(c), if we commit a material breach of this agreement, you may give us written notice to cancel@wm.nz specifying the nature of the breach. If the breach is not cured within 30 days from the date of the notice, you may then cancel this agreement upon a further 15 days' written notice to cancel@wm.nz.

19. CANCELLING AGREEMENT – US
(a)    If you commit a breach of this agreement as described in clause 7, we reserve the right to, along with our other rights under this agreement or at law to: 
(i)     Cancel this agreement before the end of the Contract Term with 14 days’ or notice temporarily suspend your Services;   
(ii)     charge a reasonable late payment fee on all outstanding balances to cover our costs; 
(iii)     immediately collect any Equipment from your site/address; and/or
(iv)     require payment in advance.
(b)     During any period of any suspension, you will continue to pay that portion of the Charges applicable to the supply of Equipment (if applicable) if it has not been collected.
(c)    If we cancel this agreement, then together with any other amounts owing by you under this agreement, we may:
(i)    claim from you, as a reimbursement of our reasonable costs for administration and the redeployment of the staff and plant committed to you, the equivalent of 3 months' Charges if there is more than 3 months remaining on your Contract Term, or the equivalent of 1 month’s Charges if there is less than 3 months’ remaining on your Contract Term, (in either case “month’s Charges” meaning the usual Charges for the Services in the month preceding cancellation, absent any discounts, preferential incentives, specials or rebates); 
(ii)    claim from you the difference between any preferential pricing you received for committing to a fixed Contract Term versus our usual pricing, for the Services provided up to cancellation; and/or
(iii)    pass any debt you may owe us to a debt collection agency and charge you (or the debt collection agency may charge you) what it costs to recover such debt (which may include costs such as legal fees).
If we choose to claim for these amounts, we will provide you with a detailed breakdown of the amounts incurred by us and/or the debt collection agency (if applicable).

20. HEALTH & SAFETY
We will (if required) promptly comply with your reasonable requirements prior to entering your Address and ensure that our personnel are aware of and comply with all health and safety obligations under this agreement and the Health and Safety at Work Act 2015 (“HSWA”).  Both you and we each agree to co-operate, consult and co-ordinate with each other, and with any other “PCBU” (as defined in HSWA) that has a duty under the HSWA in relation to any work to be performed under this agreement, to ensure each party can comply with its obligations under the HSWA.  If while we are at your premises a Notifiable Event (as defined in the HSWA) occurs, or WorkSafe issues any notice or investigates our activity under this agreement, then we will cooperate with your reasonable requirements.

21. COMPLAINTS AND DISPUTES
Our collection team undergoes thorough screening and training, and our trucks are equipped with cameras and telemetry systems to monitor operations. Typically, we only require access to your bin area, not your entire property. If any personal information is captured by our cameras, this will be dealt with in accordance with our Privacy Policy.
We are committed to providing hassle-free service and uphold a zero-tolerance policy for any behaviour that may compromise the safety of our Workers or the public. We ask that you extend the same respect.
Please notify us within 48 hours if you have any concerns about our Service, we’re here to help. Please contact us at wmnz.co.nz/contact.

22. CLAUSES SURVIVING CANCELLATION
Cancellation does not affect those clauses that are intended to survive cancellation, including clauses 14, 15, and 21.

23. SHARING OF INFORMATION
We will comply with our obligations under the Privacy Act 2020. You authorise any third party to provide us with the credit information about you and for us to use such information for any lawful purpose connected with our business (further details are available in our Privacy Policy on our Website). You authorise us to disclose details of this agreement and of our dealings with you to third parties.

24. PPSA
In relation to registration of our ownership in the Equipment under the Personal Property Securities Act 1999 you waive the right to receive a verification statement in respect of any financing statement we may register.

25. CONSUMER GUARANTEES ACT AND FAIR TRADING ACT
The Consumer Guarantees Act 1993 will not apply to the Services you are using for business purposes. To the extent the Consumer Guarantees Act 1993 applies, nothing in this agreement limits your rights under that Act unless it would be lawful to do so.
Where you are acquiring the Services "in trade" for the purposes of the Fair Trading Act 1986, sections 9, 12A and 13 of the Fair Trading Act 1986 do not apply.  The parties acknowledge that for the purposes of section 5D of the Fair Trading Act 1986:
(a)    it is fair and reasonable that the parties are bound by this clause 19; and
(b)    the parties are each in trade and the Services are being supplied and acquired in trade.

26. MODERN SLAVERY 
Both you and we each agree to take all reasonable steps to avoid being involved with Modern Slavery, including being diligent in relation to our respective supply chains, and having appropriate policies and training to identify risks of Modern Slavery, ensure that reasonable investigations are undertaken, and the results acted on appropriately.  In this clause “Modern Slavery” means conduct which would constitute an offence under any of sections 98, 98AA and 98D of the Crimes Act 1961, or section 351 of the Immigration Act 2009.

27. INSURANCE
We will maintain for the Contract Term of this agreement, public liability insurance for an amount of no less than $5,000,000.

28. HEADINGS
Headings are for reference only and are not part of the meaning of any clause.