the master key group terms and conditions

Works Order Terms and Conditions

This agreement is between The Master Key Group Ltd (TMKG), and the Customer or Company or the authorised representative.  This agreement takes precedent over any agreement previous agreement. This agreement has been formed for the purpose of providing a service to its customers as outlined in their request to TKKG. This agreement is for the purpose of protecting the Customer and TMKG and sets out the terms of their request. 

1. Interpretations

I. The Master Key Group Ltd identified in this agreement as (TMKG)

II. The Customer or the Company of authorised signee identified in this agreement as the “Customer.” 

III. “Terms of Payment”; all parties agree to adhere to the terms of payment as stated in this agreement. 

IV. “Business Days” will be known as Monday to Friday, 8 AM to 6 PM unless otherwise specified or requested. Any orders placed outside of these hours will incur a 25% additional cost over the standard works order prices. 

V. “Contract Term” will be specified by the Start and End Date unless otherwise advised as stated on the works order form. Unless the Customer gives us 60 days’ notice in writing before the anniversary end date, the contract term will be automatically renewed for the term of the order form except in the event it is a one-off order and if the Customer wishes to cancel before any contract term is ended, the full value of the contract anticipated value amount will become payable. 

VI. “Commencement Date” and “End Date” is clearly outlined on the works order form and all parties are agreeing to these dates being the Commencement and End Dates as stipulated in the terms of this agreement. 

2. Works Contracted

I. TMKG or its chosen supply partners will carry out works contracted as specified within the order form or any communication requesting its services. In the event any works are cancelled within 24 hours of the start date, the full contract value becomes due whether we fulfil the works order request. All cancellations must be in writing by email, telephonic communication will not be accepted as cancellation. 

II. Any tools, plants or contractors ordering required to carry out the works contracted will be supplied by TMKG or its contractors and will all be vetted and suitable to carry out the tasks under Health and Safety regulations and there will be an additional 10% surcharge for administration fees if the tools or plants required are outside of our normal activities to meet the works order requirements. 

III. All works contracted requirements will be clearly outlined where appropriate on this agreement in the designated area which will include costs. 

IV. All works contracted as outlined on the order form will be carried out under the strict rules of Health and Safety as and when required to protect staff, customers, and the public. 

V. All Customers instructing a works order must complete a satisfactory form at the end of every works carried out except in the event of contracted, regular tasks. 

VI. In the event that any works orders are requested around waste management, TMKG will provide a Waste Transfer Note with every invoice, whether it’s a subcontractor or TMKG carrying out the tasks themselves. 

VII. Ordering lead time; all works orders requested either in this contract or from time to time outside the normal routines, a separate order will be sent to carry out these works contracted as stated on the order form and the Customer must sign this and allow 5 working days for the works contracted to commence. All orders requested will always follow the basic principles of this agreement. 

VIII. Any orders placed must carry a Purchase Order Number(PO)  provided by the Customer before works commences. In the event the Customer signs a standard contract for the same tasks, no separate order POs will be required each month as it will act as an open PO except in the event of new works contracted.  

IX. In the absence of a PO, this order will take the form of the PO and act as a replacement for the absence of the PO and responsibility will lie with the Customer’s shareholders. The signing person to this agreement accepts personal responsibility and must be authorised to act on behalf of the shareholders of the company or Customer.

X. In the event that the Customer, or the Company does not fulfil its obligation with regards to non-payment, or the signee is not authorised to request this work, a personal guarantee kicks into place if the shareholders or Customer do not pay due to the fact the signee was not authorised to request the works order; only in the event the signee was not authorised to act on behalf of the Company or the Customer at the time of the signed order. 

XI. TMKG undertakes to carry out all works requested by the Customer as requested on the order form, any additional work requested outside of the works order form are subject to a new order to be raised and signed. In the absence of this order, the Customer accepts  that the terms and conditions herein apply and accept that works will be billed separately and paid for by the Customer under the same terms outlined in this works order.  

XII. TMKG will at all times ensure that any works carried out by its staff or contractors has the suitable insurance in place by contractors and TMKG. 

XIII. TMKG agrees to provide to the Customer the waste collection service at the location of transfer in accordance with this agreement making collections on the days, at the frequency, places and for the amounts specified in the agreement. 

XIV. The provision of the services may be varied by TMKG during Bank Holidays, other holidays, during emergencies, or to meet other operational requirements including inclement weather or in other circumstances outside the control of TMKG. TMKG do not undertake to provide an alternative collection that week. Wherever possible, TMKG will endeavour to notify the Customer in advance. 

XV. Any such variation will be without liability to TMKG in its attempts to make alternative arrangements for the collection of the waste materials and the Customer acknowledges that circumstances may dictate that an alternative method of storage of waste material may need to be undertaken by the customer in the interim at their own risk and costs such as by the use of sealed containers.

XVI. TMKG reserves the right to make operational changes as it deems necessary during the agreement period to ensure that the services are provided to all Customers in an efficient and cost-effective manner. The Customer will be notified of such operational changes, if not in advance, as soon as is reasonably possible. In such circumstances the Customer shall be at liberty to determine this agreement early upon giving to TMKG 14 days’ notice period in writing. 

XVII. No later than the start date and thereafter throughout the agreement period the Customer shall have obtained and thereafter maintained a Waste Transfer Note(WTN) for the purposes of all waste material collected under this agreement. 

XVIII. Subject to the Customer obtaining and maintaining a WTN throughout the agreement period as stated in condition 3.4 the services shall commence on the start date and continue thereafter subject to and in accordance with the terms of this agreement. 

XIX. Should TMKG fail to provide the services on any day scheduled for the collection of the waste the Customer shall be under a duty to notify TMKG within one working day of the said failure to collect. Notice by the Customer shall the communicated to TMKG by the soonest most practicable means. An alternative or subsequent collection of the uncollected waste material will be arranged as soon as practicable. 

3. Cancellation

I. In the event any works are cancelled on one-off orders within 24 hours of the start date, the full contract value becomes due whether we fulfil the works order request. 

II. Any cancellations must be in writing by email and no telephonic cancellations will be accepted or acted upon. 

4. Payment Terms

I. Invoices will be sent either by email or post depending on the Customer’s requirements.

II. All invoices raised for works carried out will become payable by the 14th Day of the month following the invoice date.  

III. Any invoices not paid within the payment terms and fall overdue is subject to a surcharge of £0.50 per day every day it remains outstanding, including VAT. 

IV. TMKG may from time to time use invoice discounting partners using the Customer’s invoices as currency. In the event that TMKG ceases to trade, any invoices that have been purchased by the invoicing discounting partners, monies are payable to those partners and not to TMKG. For the avoidance of doubt, they remain the property of its invoice discount partners in the event that TMKG ceases to trade or no longer can meet their commitment to the invoice partners and must pay on demand from the invoice discounting company or institute. 

V. All invoices are subject to VAT and all invoices will include the VAT amount. 

5. Payment Types

I. By BACS or Credit card.

II. Debit Card or Regular services will be charged by Direct Debit or Standing Order if the price components do not trigger a variation. In this event, a Direct Debit mandate or Standing Order form will be emailed to the Customer to complete online. This must be active at least 2 days before start date. 

III. In the event a credit line is insufficient to fulfil TMKG’s credit check to open an account, payment must be made in advance of works being carried out. 

6. Staff and Contractors

I. Any contractors or staff engaged by TMKG to carry out any tasks on behalf of the Customer, the Customer at no time can poach or entice them to carry out any works outside of TMKG for at least 5 years after the contactor or staff is known to the Customer, either through a third party or the Customer or through associated parties, or previously transacted. 

II. If the Customer breaches this agreement, they will have to pay TMKG 120% of the total contract/supplier order value, made payable to TMKG or its chosen invoice solution, and the customer must divulge the full value of the contract where the breach has taken place. 

III. If the customer fails to provide this information, TMKG reserves the right levy their charges which they see fit for this task and the Customer will have to pay these charges within 24 hours. Failure to pay it, legal action will take place allowing TMKG to levy an injunction to stop works and the cost incurred doing this will be covered and paid by the Customer, or the Company or authorised signee.

IV. Any contractors instructed or currently working with TMKG are not to be paid directly by the Customer or Company or authorised signee. All payments must go to TMKG or its associated companies which it owns. At no time are the contractors to be paid directly. If requested by the contractor to the Customer or Company or authorised signee to pay, they must notify TMKG immediately and not pay the invoice. In the event that the Customer or Company or the trusted signee make payment to the contractor in error, monies are still due to TMKG, and it is not the responsibility of TMKG to recover the monies from the incorrect paid party or negotiate on behalf of the Customer or Company or authorised signee.  

V. No orders can be placed with any contractors outside of TMKG. 

VI. Any collections that have been contracted to be carried out for any waste removal and we have attended site on the allotted collection site and date, and we cannot achieve the collection due to access the invoice raised for this collection will still need to be paid unless we have had 10 days’ notice in writing. 

VII. Any additional waste being added by a third party, and we have collected it where requested we will still bill the Customer or the Company for this collection and TMKG cannot be held responsible for this loss. 

7. NDA/ NON-CIRCUMVENT

I. TMKG and the Customer or Company or the authorised signee to the works order  are subject to conform to the Terms and Conditions outlined in the Chamber of Commerce NDA documents and regulations which can be found on their website, or a copy can be sent on request. 

II. All parties are signing with this full understanding and accepting the terms of the Chambers of Commerce NDA/Non-Circumvent terms and conditions. For the avoidance of doubt, no parties to this agreement can disclose each other’s information and trading understanding and the non-circumvent element of this agreement is covered under the heading 6. “Staff and Contractors” and all parties signing the works order accept these terms. 

8. Breach.  

I. Any party to this agreement creates a breach, the other party that was breached upon must raise their concerns and give the other party to the agreement 10 working days to rectify the breach. 

II. Any breaches or substandard work must be notified by the other party within 48 hours of the breach or substandard work by electronic transmission and also in writing by registered post to the other party’s registered business address.

III. All parties have the right to seek legal counsel on any breach on substandard work at no costs to the other party. Each party bears their own cost unless otherwise directed by the court. Recompense can only be arbitrated under the laws of England and the jurisdiction of the United Kingdom. 

IV. Any cost incurred by court action are to be borne by the other party to this agreement as directed by the court. 

V. All parties signing the works order form are authorised to do so and accept the terms and conditions herein and the works order will stipulate what requirements need to be met by all parties. 

VI. All parties adhere to the terms and conditions as stipulated in this works order under the terms and conditions herein. This will be confirmed by the signing of the works order, on the dates stated in the works order. 

9. Data Protection. 

I. TMKG adheres to all data protection regulations and all your data is stored according to the Data Protection Act where applicable. GDPR is conformed to at all times.

10. ISO

I. TMKG will adopt the disciplines of ISO9001 and ISO 14001. All procedures and tasks are carried out under this discipline. 

II. All parties to this agreement sign the works order fully accepting the terms and conditions herein and agreed to trade under the terms herein. 

11. Duty of Care and Waste Transfer Notes(WTN)

I. The Environmental Protection Act 1990 places a Duty of Care on the producer of waste. It is for the Customer to comply with the various laws pertaining to waste. The law requires that Waste Producers take all reasonable steps that waste is managed in an authorised manner. The Waste Producer must ensure the waste is properly contained and does not escape from their control and is only transferred to an authorised person with a written description of the waste on a WTN. 

II. The Customer warrants that the WTN contains an accurate and adequate description of the nature and characteristics of the Waste Material and TMKG is advised at all times of the composition of the Waste Material prior to collection. The Customer must complete, sign and return the Duty of Care WTN before collection can commence. The WTN signed by TMKG will be issued on receipt of payment and will be valid only for the period for which payment has been received. 

III. The written description of the Waste Material in the WTN must contain sufficient information to enable safe and legal handling, recovery, or disposal. It must also contain reference to the appropriate six-digit code in the European Waste Catalogue. The WTN must also show the quantity of the Waste Material and how it is contained.  

IV. Waste Material for collection through this Agreement shall not include any liquids, or any material which is toxic, corrosive, flammable, explosive, or hazardous. 

V. Where there is regular collections of the Waste Material and the description remaining unchanged WTN’s can be valid for on year. 

VI. The signed copy of the WTN must be kept by the Customer for 2 years from the last collection stated on the WTN and must be shown, on request to an authorised person. 

12. Hazardous Waste 

I. The Waste Material collected through this Agreement must not contain hazardous waste (“Hazardous Waste”) as defined below. 

II. Hazardous Waste must be managed in accordance with the Hazardous Waste Regulations introduced in 2005. The inclusion of Hazardous Waste with the Waste Material collected through this Agreement is prohibited and illegal. 

III. Wastes that contain hazardous properties harmful to human health of the environment are identified in the European Waste Catalogue available on the European Agency Web site. Examples of waste considered hazardous include Asbestos, Lead acid batteries, Cathode Ray Tube TVs and Computer Monitors, Fridge and Freezers, Fluorescent light tubes, Chemical wastes, Oily sludges, Clinical waste. 

13. Animal By-Products

I. The Waste Material collected must not contain raw or unprocessed animal waste including meat, fish, or eggs. 

14. Storage and Collection

I. On the day of collection Containers should be placed either on the pavement or on a safe and secure position convenient collection as agreed with TMKG. In addition to the prohibition of Animal and Hazardous Waste and other forms of waste referred to in condition 12 the Customer must not dispose of waste that constitutes or is likely to constitutes a health and safety risk to any persons emptying or collecting or disposing of the waste or emptying the container. The Customer shall bear all the risks involved n the sorting, storage and use of the Containers and Waste Material. 

II. All Containers must be sealed to ensure no spillage on the public highway. 

III. The Customer must not overload Containers either in terms of volume or weight (bags max weight 20KG) nor load the Containers in a manner, which makes emptying unsafe. The Services will not be undertaken, or the units will be charged at double rate. If in the reasonable opinion of TMKG the Container has been left in any way described in this Condition. 

IV. Th Customer shall ensure that the Waste Material intended for collection by TMKG is deposited in the Containers as agreed with TMKG and is not deposited, stored, or kept outside other that in such Containers. 

V. The Customer shall provide safe and unobstructed access to the Containers on the day of the collection. If access to the Waste Material continues to be obstructed TMKG reserves the right to charge for any additional collection cost or to terminate the Agreement. 

VI. TMKG shall not be held liable for any damage to access ways, road surfaces, parking areas, footways, kerbs etc belonging to the Customer or third parties resulting from the weight or size of the waste collection vehicles. Details of the size and weight of the vehicle used can be obtained from TMKG upon written request. 

VII. TMKG will not be liable to any Third Party as a result of personal injury or damage to property following unauthorised movement of the container/bin by third parties outside of TMKG’s control or acting without our permission. 

VIII. In respect of containers placed on the public highway-the following applies: 

a. That the permission of Highway Authority has been duly obtained under Section 31 Highways Act 1971

b. That the said permission will be kept in force by the exclusion or renewal as necessary until either the container is removed or until the expiry of three working days’ notice is given to us to remove the container. 

c. That they will ensure that observation and performance at all times of all conditions subject to which the aforesaid permission granted and in particular will ENSURE THAT THE CONTAINER IS PROPERLY LIGHTED THROUGHOUT THE HOURS OF DARKENSS. 

d. That they will not remove the container from the place where it is deposited without first obtaining both the written permission of the Highway Authority and ourselves. 

e. That they will ensure that at the time when collection is required there is a clear space at one end of the container of no less than thirty feet to enable the lorry necessary access to affect the collection and removal. 

IX. The Customer further warrants as a term of this contract that he or she is a responsible officer in his/her firm or company/organisation has read or had explained to him/her and fully understands all the conditions subject to which the Highway Authority’s permission has been granted and undertakes that he/she will secure that all the conditions so specified shall be complied with and in particular THAT THE CONTAINER IS PROPERLY LIGHTED DURING THE HOURS OF DARKNESS. 

X. Unless specifically otherwise agreed Customers shall themselves provide three marker cones by day and three marker cones plus six red lights during the hours of darkness on the container as required by the Highways Act 1971, if the same is placed on the Public Highway(including grass verges and footpaths or pavements) or anywhere else where damage to property or injury to third parties is foreseeable. They should ensure the safe loading of materials into the containers. 

XI. This Agreement does not give authority to deposit any waste on the Public Highway in advance of collection. Containers of waste may remain on the Public Highway for a period not exceeding 2 Hours. Any violation of the laws pertaining to waste on the public highway remains the Customer's responsibility. 

XII. The Customer warrants that it has absolute title to the Waste Material and has the right to deposit the Waste Material in the Condition(s) or make it available for collection and disposal. 

XIII. The Customer acknowledges that TMKG shall acquire full title to the Waste Material when it is loaded into TMKG’s collection vehicle. 

XIV. The Customer hereby gives the irrevocable right and licence to enter the Location of Transfer or wherever premises the Containers are kept at any time without vehicles and with or without notice for the purposes of assessing and /or removing the Container(s).  

15. Compliance with Legislation

I. TMKG and the Customer shall comply with all legislation and officially recognised guidance and codes of practice relating to the Services including the Environmental Protection Act 1990 and the Control of Pollution Act 1974. If TMKG breach their duties as a result of the Customer failing to comply with their duties TMKG will not be liable for any loss caused. 

16. Charges

I. Collection charges including any variations (the Charges) for Services will be determined by TMKG from time to time. The Charges are likely to be set on an annual basis from 1stApril each year. TMKG reserves the right to determine Charges at any time. 

II. The Charges payable shall be those calculated in accordance with the rates set by TMKG throughout the Agreement period. The Charges are exclusive of any applicable Value Added Tax which the Customer shall also be liable to pay to TMKG. 

III. TMKG reserves the right to vary the Charges payable by the Customer during the Agreement Period(for example changes to overheads such as fuel, value added tax and landfill tax) and notice will be given to the Customer as soon as possible prior to the implementation of any variation to the Charges. In such circumstances the Customer shall be at liberty to terminate this Agreement early upon giving TMKG 14 days’ notice from TMKG demanding payment. 

IV. If payment of the Charges is not received within 21 days of the date of invoice, whether formally demanded or not, TMKG will suspend the services with immediate effect. Should payment of the charges not be received within 45 days of the date of invoice a final demand will be sent. If payment has not been made in full within 60 days of the date of invoice TMKG will terminate the services with immediate effect and TMKG shall have the right to recover all outstanding and unpaid monies due and owing to TMKG arising from this Agreement by whatever lawful means available. 

V. TMKG reserves the right to add interest on any overdue sums and the right to claim back and costs(e.g. Legal) of enforcing the Terms or payment under them. 

VI. In the case of Customers who are Limited Companies, and where the Customer is put under administration, or liquidation, the directors accept joint and several liability for payment of any outstanding invoices. 

VII. Any changes agreed between the parties shall not affect the validity of this Agreement and this Agreement shall be amended accordingly. 

17. Termination

I. If the Customer shall fail to comply with this Agreement, TMKG may, in writing, on giving 7 days’ notice, terminate the Agreement. 

II. The Agreement may be terminated by giving one month’s notice in writing, or by email, thirty(30) days before the end of the Agreement Period. 

III. The Agreement may be terminated immediately if the Customer has any kind of financial order made against them(e.g. voluntary agreement with creditors) 

IV. Upon early termination of the Agreement TMKG reserves the right to levy a cancellation charge to cover reasonable administrative costs. 

V. Termination of this Agreement by effluxion of time or otherwise shall be without prejudice to any claim one party may have against the other arising from this Agreement either before or after its termination. 

VI. Upon termination of this Agreement by effluxion of time or otherwise the Customer shall forthwith pay all sums due under this Agreement.  

18. Indemnity and Liability

I. The Customer shall be wholly responsible for the containers and the safety of all persons(including waste collection workers) entering the Location of Transfer or wherever the Customer keeps, stores or sites the Container(s) and the Customer shall be liable and agrees to indemnify TMKG against any such liability, losses and claims whatsoever for injury or death to persons or loss or damage to property arising therefrom except where death or injury to a person or damage to property is caused by the negligence of TMKG. 

II. The Customer shall indemnify TMKG against all claims arising through any neglect, act or breach by the Customer in connection with this Agreement. 

III. The Customer shall indemnify TMKG against any damage its collection vehicle may cause to the road/drive, car park surface, or any other property(whether public or private areas) where the collection vehicle is required to enter to perform the Services including all apparatus or services located beneath the route taken by the collection vehicle subject to TMKG’s driver operating with normal care and attention. 

IV. TMKG will not be liable to the Customer or deemed to be in breach of the Agreement by reason of any delay in performing or failing to perform any of TMKG’s obligations in relation to Services, if the delay or failure was due to any cause beyond TMKG’s reasonable control resulting from; an act of God, explosion, prohibitions or measures of any kind on the part of any Government, strikes, lockouts or other industrial actions or trade disputes (whether involving TMKG employees or third party employees), difficulties in obtaining labour, fuel, parts or machinery or failure or breakdown of machinery. 

V. The Customer is therefore advices to undertake whatever risk assessment it considers necessary arising from the above responsibilities/liabilities described in this Condition (and throughout this Agreement) and to advise TMKG in writing of any risks identified and the suggested action to deal with such risks. The Customer should also consider whether its insurance for such risks is adequate. Should the Customer take out insurance for any risks the Customer shall ensure the TMKG’s interest is noted in the policy and that the policy is available for inspection by the TMKG upon request. 

19. Assignment

I. The Customer shall not transfer, assign or subcontract the whole or any part of this Agreement without the prior written of TMKG and any such transfer, assignment or subcontracting(without the consent of TMKG) shall operate to terminate this Agreement automatically. 

II. TMKG reserves the right to transfer, assign or subcontract the whole of benefits and burdens of this Agreement upon giving one month’s written notice to the Customer. 

20. Severability

I. If any provision of the Agreement is held to be invalid, illegal or unenforceable for any reason by the court of competent jurisdiction such provision shall be severed and the remainder of the provisions of the Agreement shall continue in full force and effect as if the Agreement has been executed with the invalid, illegal or unenforceable eliminated. 

21. Waiver

I. Failure by any Party at any time to enforce the provisions of the Agreement to require performance by the other Party of any provisions of the Agreement shall not be construed as a waiver of any such provision and shall not affect the validity of the Agreement or any part thereof or the right of a Party to enforce any provision in accordance with the Agreement.

22. Notices

I. Except as otherwise expressly provided by the Agreement no notice or other communication from one Party to the other shall have any validity under the Agreement unless made in writing by or on behalf of the Party concerned. 

II. Any written notice or other communication which is to be given to a Party shall be delivered by prepaid first class post or by hand or sent by fax or electronic transmission to the relevant Party’s address and/or fax/email address(as applicable) as set out above or as that Party shall notify to the other Party. 

III. Properly addressed postal notices shall be deemed to have been served 2 working days after the date of posting, notices delivered by hand shall be deemed to be served at the time of delivery and notices sent by fax or email shall be deemed to be delivered at the time of sending provided that a confirmation report of successful transmission is obtained. 

23. Whole Contract and Variations

I. This Agreement constitutes the whole agreement between the Customer and TMKG is respect of the provision of Services and the Customer acknowledges that in entering into this Agreement no reliance has been placed upon representation, act, omission except as set out in this Agreement. 

II. Any variation to this Agreement shall be of no effect unless expressed in writing and signed by an Authorised Officer of TMKG and the Customer. 

III. The Customer acknowledges that it can place no reliance on any representation, act or omission of TMKG unless confirmed in writing by an Authorised Officer of TMKG. 

24. Third Party Rights

For the avoidance of doubt nothing in this Agreement shall confer on any Third Party any benefit or the right to enforce any terms of this Agreement and the Parties hereby agree to exclude the provisions of the Contract (Rights of Third Parties) Act 1999. 

Part Two: Terms and Conditions

The Master Key Group GOLD MEMEBERSHIP. 

I understand that my Gold Membership will give me the following benefits: 

I. A comprehensive sustainability review and report for my business and suppliers. 

II. A listing on and access to the National Community Directory

III. Use of the business rewards platform. 

IV. Waste and recycling solutions

V. A loyalty/rewards program for my staff

VI. Access to discount business solutions

VII. Membership to a loyalty program

By opting for the Gold Membership, all the above benefits are provided for the fee written on the front of this Agreement which will run for three (3) years. The fee will be billed quarterly, and payment will be taken by direct debit. There is a one-off £250 set up fee. 

By signing this Agreement, I agree to these terms and conditions for the Gold Membership.