These Terms of Service are by and between Momentum Recycling, LLC (“Momentum”) and a customer of Momentum Recycling’s commercial recycling collection services (“Client“) (collectively, the “Parties,” and individually, the “Party”).
- Provide all labor, equipment, and transportation necessary to facilitate collections.
- Provide and maintain collection containers for Client to place acceptable materials in.
- Collect materials from collection containers per Client’s collection frequency.
- Provide ongoing training about recycling, resource conservation and diversion strategies.
- Ensure that containers are in agreed upon collection location by 6:00 a.m. on specified collection day.
- Ensure that containers are accessible; if containers are blocked, no collection will be made (rescheduled collections due to inaccessible containers will be subject to an additional pickup fee). The area around the containers must be tidy and free of trash and other debris.
- Take reasonable care of the containers supplied by Momentum. Containers are in the care, custody and control of the Client and, as such, Client accepts responsibility for the safekeeping of containers and its contents, which includes blocking or anchoring containers to withstand wind, vandals and other conditions. If containers are damaged or lost, Client will incur a fee to replace the containers ($70.00 per cart, $700.00 per dumpster).
- Place only acceptable materials in containers as described in Momentum signage and avoid contaminating materials. Highly contaminated containers will not be emptied: Client will be notified about the contamination and asked to remove contaminants before Momentum will empty the container. Client ensures that no hazardous material, including batteries, electronics scrap, or hazardous chemicals or containers that have held hazardous materials, is put into any Momentum containers.
- Ensure that containers are not overflowing. Client will be required to increase service if containers are routinely overfilled.
- Update Momentum of any changes to designated contact person(s).
- Grant Momentum the right to use Client’s name, logo, trademarks, copyrights, and other service marks (collectively, the “Marks”) for the sole purpose of promoting Client’s participation in Momentum’s zero waste services.
SERVICE FEES & BILLING.
- Client agrees to pay Momentum the collection and handling fees indicated upon signing up, which may be updated by either Party, as needed, throughout the term of this Agreement. In addition, Client agrees to pay Momentum a one-time Account Activation Fee of thirty-five ($35.00) dollars, which will be applied to the first invoice.
- Momentum will issue monthly statements for the handling and service fees assessed in the month prior.
- Client agrees to pay Momentum within thirty (30) days of the date of invoice. All Clients with a monthly fee of one hundred ($100.00) dollars or less are required to pay via credit card or Automated Clearing House (ACH) payments. Monthly fees greater than this may be paid via credit card, ACH or check.
- Client agrees to notify Momentum of any billing concerns or discrepancies within thirty (30) days of the invoice date. Client’s failure to do so will be deemed a waiver of any such claim and will block the Client from making any related claim thereafter.
- If Client requests additional containers, or requests to remove extra containers, ninety (90) days after the Effective Date, the delivery and removal fees in Schedule A will be applied to Client’s invoice for that month.
- All delinquent accounts will be charged an interest rate of 1.5% per month (18% per annum). In the event any balance is not paid as agreed herein, the Client agrees to pay a collection fee not to exceed 40% of the unpaid balance. In the event legal action is taken to collect the unpaid balance, the Client further agrees to pay court costs and reasonable attorney fees in addition to the collection fee.
TERM, TERMINATION, TRANSFER, & SEVERABILITY.
- This Agreement shall become effective on the Effective Date set forth herein and shall continue in force for a term of one (1) year. This Agreement will automatically renew at the end of each term for a further term of one (1) year.
- Either Party may terminate this Agreement in whole or in part at any time upon ninety (90) days written notice to the other Party. Upon termination of this Agreement, Momentum agrees to remove Momentum’s containers from Client location(s) within fourteen (14) days of the last service date, in which event, Client will have no further obligation to Momentum, except for services rendered but still unpaid.
- During the term of this Agreement, either Party may, by notifying the other Party, transfer all its rights and obligations under this Agreement to its affiliates, provided that the transferee shall inherit and perform all rights and obligations under this Agreement.
- The provisions of this Agreement will be deemed severable, and the unenforceability of any one or more provisions will not affect the enforceability of any other provisions. In addition, if any provision of this Agreement, for any reason, is declared to be unenforceable, the Parties will substitute an enforceable provision that, to the maximum extent possible in accordance with applicable law, preserves the original intentions and economic positions of the Parties.
MODIFICATIONS, WAIVERS & AMENDMENTS.
- Momentum reserves the right to adjust prices according to inflationary rates on an annual basis, and rising fuel prices or tipping fees as needed. Momentum will notify Client about all such modifications at least two (2) weeks in advance. Should diesel charges reach five ($5.00) dollars per gallon, a fuel surcharge of 1% will be added to bills for every ten cent ($0.10) rise in diesel costs (calculated on a monthly basis). Any other modifications to this Agreement are valid only if they are submitted in written form, approved and signed by both Parties.
FORCE MAJEURE CASES.
- Both Parties are exonerated from any financial penalties in case of force majeure: natural disasters, general strikes, civil disorders, and other activities that are not controlled by the Parties.
LIABILITY / INSURANCE.
- Each of the Parties hereto shall be liable to the other for damages arising out of or in connection with (i) a Party’s negligent act or willful misconduct; or (ii) a Party’s breach of this Agreement.
- During the term of this Agreement, Momentum will maintain all legally required, and other appropriate, insurance coverage on Momentum employees, agents or subcontractors who render services described herein.
- Momentum is not responsible for any damage that may occur to pavement or other driving surfaces while providing service.
- The Parties acknowledge and agree that Momentum will not be responsible for any fees relating to Clients’ vendor management, payables, or other such systems. Any such fees assessed Momentum shall be invoiced to Client by Momentum in the exact amount of the fee.
- This Agreement shall be construed, governed, and enforced in accordance with the laws of the State of Utah.
- Any notice required or permitted hereunder shall be in writing and sent via U.S. mail or e-mail to the other Party.
- This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof, and supersedes all prior agreements, proposals, representations and commitments, oral or otherwise. No additional terms or modifications to this Agreement proposed by Client in any acknowledgement or other document shall be binding on Momentum.