Standard terms and conditions of service
These Terms and Conditions govern all services provided by Waste Advantage LLC (“W.A.”), including but not limited to front-load service, roll-off dumpster service, temporary containers, compactors, balers, recycling services, and any related hauling or waste handling services.
By requesting, scheduling, accepting, or continuing to use services provided by W.A., Customer agrees to be bound by these Terms and Conditions.
1. Services and Exclusive Rights. W.A. shall provide waste collection, transportation, and disposal services for Customer’s waste, refuse, and recyclable materials. Customer grants W.A. the exclusive right to provide such services during the term of this Agreement. Customer further grants W.A. and its employees, agents, and contractors the right to enter Customer’s property as reasonably necessary to deliver, service, remove, or replace containers or equipment and perform the services described herein. Customer represents and warrants that entering into this Agreement does not violate any existing waste service agreement with another provider.
2. Waste Materials. Customer represents and warrants that all materials placed in containers or equipment furnished by W.A. shall constitute lawful solid waste generated by Customer and shall not include any prohibited, hazardous, toxic, radioactive, volatile, flammable, explosive, biomedical, infectious, or otherwise regulated materials as defined by applicable federal, state, or local laws or disposal facility requirements.
Prohibited materials include but are not limited to:
batteries
liquids of any kind
medical or biological waste
asbestos or asbestos-containing materials
pressurized containers
paint or paint cans
gasoline
oil filters
drums or barrels
appliances
tires
any materials classified as hazardous under the Resource Conservation and Recovery Act (RCRA) or similar laws.
Customer must notify W.A. prior to pickup if there is any question regarding acceptable materials.
If prohibited or non-conforming materials are found or suspected, Customer shall be charged a minimum fee of Five Hundred Dollars ($500.00) per occurrence, plus all additional costs incurred by W.A., including but not limited to special handling fees, landfill surcharges, transportation costs, environmental remediation expenses, regulatory fines or penalties, and related administrative or legal costs.
Title to acceptable waste materials shall pass to W.A. only upon lawful loading into W.A.’s collection vehicles. Title to, and liability for, all prohibited or non-conforming materials shall at all times remain with Customer.
W.A. reserves the right, in its sole discretion, to refuse service, return, remove, or quarantine any container or equipment that is suspected to contain prohibited or non-conforming materials or that otherwise presents a safety, environmental, or regulatory risk. Any costs incurred by W.A. in connection with such refusal, return, removal, or quarantine shall be the sole responsibility of Customer and shall be billed in addition to the minimum fee stated above.
Customer shall defend, indemnify, and hold harmless W.A. from and against all claims, damages, fines, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or relating to prohibited or non-conforming materials placed in any container or equipment by Customer or its agents, except to the extent caused solely by the gross negligence or willful misconduct of W.A.
3. Waste Stream Changes and Contamination. Customer represents that the composition and classification of its waste stream will remain substantially consistent with that represented at the commencement of service.
If the composition, density, contamination level, or classification of Customer’s waste materially changes, W.A. may:
adjust service rates
reclassify the waste stream
impose contamination or special handling charges
refuse service until the condition is corrected.
If recyclable materials contain contamination levels exceeding disposal facility or regulatory standards, W.A. may treat such materials as solid waste and charge appropriate disposal fees.
4. Definition of Equipment. The term “Equipment” includes all containers, dumpsters, compactors, balers, tanks, accessories, and other equipment furnished by W.A. All Equipment shall, while located on Customer’s premises or otherwise in Customer’s possession or control, be deemed under the exclusive care, custody, and control of Customer. Customer shall be responsible for maintaining the Equipment in the same condition as delivered, reasonable wear and tear excepted, and for ensuring safe, unobstructed, and lawful access for service.
Customer shall not overload the Equipment by weight or volume, move or relocate the Equipment, modify or alter the Equipment, or use the Equipment for any purpose other than its intended use without W.A.’s prior written consent.
Customer assumes all risk of loss or damage to the Equipment while in Customer’s possession or control, except to the extent caused solely by the gross negligence or willful misconduct of W.A. while actively handling the Equipment.
If any Equipment is damaged due to fire, burning, cutting, welding, compaction by unauthorized means, misuse, or negligence while on Customer’s premises, Customer shall be responsible for all repair or replacement costs, at W.A.’s discretion.
W.A. reserves the right to substitute Equipment with comparable equipment at any time during the term of this Agreement.
5. Site Conditions and Access. Customer warrants that access routes, driveways, pavement, subsurfaces, grades, and rights-of-way are sufficient to support the weight and operation of W.A.’s trucks and equipment. W.A. shall not be responsible for damage to:
pavement
curbs
sidewalks
driveways
landscaping
sprinkler systems
underground utilities
resulting from normal service operations. If containers cannot be serviced due to blocked access, unsafe conditions, mud, or obstruction, Customer shall be charged a minimum $100 trip charge.
6. Overloaded Containers. If a container is overloaded (including materials extending above container walls or exceeding legal weight limits), W.A. may refuse service. If service is attempted or completed and the container is determined to be overweight, Customer shall be responsible for all fines, surcharges, penalties, or citations imposed by disposal facilities or governmental authorities, including but not limited to Texas Department of Transportation violations. Customer shall be charged a minimum $100 trip charge until the container is corrected.
7. Construction and Dense Materials. Containers shall not be loaded with dense materials such as:
concrete
brick
asphalt
dirt
rock
sand
roofing shingles
without prior approval. Loads consisting primarily of dense materials require smaller containers or special pricing.
If a container exceeds landfill or vehicle weight limits, W.A. may:
refuse service
require load correction
charge overweight disposal fees
charge additional hauling costs.
8. Inactive Container Fees. A container shall be deemed “inactive” if no haul, dump, exchange, or other service request is made for a period of thirty (30) consecutive days or more (the “Grace Period”), unless otherwise expressly agreed in writing by Waste Advantage LLC (“W.A.”).
Upon expiration of the Grace Period, Customer shall be assessed an inactive container fee of $5 per day, per container, for each day the container remains inactive until the container is serviced (i.e., hauled, dumped, or exchanged). Inactive container fees shall cease immediately upon service of the container, and a new thirty (30) day Grace Period shall begin thereafter.
Inactive container fees are separate from and in addition to any container rental fees, service fees, minimum charges, or other amounts due under this Agreement, and shall not suspend or extend the applicable contract term.
W.A. reserves the right, upon written or electronic notice to Customer, to remove inactive containers at Customer’s expense if inactivity persists for an extended period or if W.A. determines, in its sole discretion, that continued placement of the container is no longer operationally feasible.
9. Payment and Charges. Customer shall pay Waste Advantage LLC (“W.A.”) for all services performed in accordance with the applicable service schedule, rate sheet, proposal, or invoice, as may be amended from time to time pursuant to this Agreement. Customer shall also be responsible for all applicable disposal charges, fuel surcharges, environmental fees, governmental fees, taxes (excluding income and real property taxes), and other third-party charges imposed in connection with the collection, transportation, and disposal of Customer’s waste materials, whether such charges are imposed at the time of service or retroactively.
Invoice Terms.
Unless otherwise expressly stated in writing by W.A., payment terms are net thirty (30) days from the invoice date.
Late Fees.
Any invoice remaining unpaid forty-five (45) days after the invoice date shall incur a one-time late fee equal to five percent (5%) of the outstanding balance. The late fee shall be assessed once per invoice and shall not be compounded.
Suspension of Service; Removal of Equipment.
W.A. reserves the right, without prior notice, to suspend services, refuse service, and/or remove any container or equipment for nonpayment or for any past-due balance. Suspension or removal of equipment shall not relieve Customer of its obligations under this Agreement, including payment of outstanding invoices, late fees, minimum charges, rental fees, liquidated damages, or other amounts due.
Collections.
Customer shall be responsible for all costs of collection incurred by W.A., including but not limited to reasonable attorneys’ fees, court costs, filing fees, and third-party collection agency fees, whether or not litigation is commenced. If an account is placed with a collection agency, Customer agrees that collection fees not to exceed twenty-five percent (25%) of the outstanding balance may be added to the amount owed, to the extent permitted by law.
Returned Payments.
Any check returned for insufficient funds, stopped payment, or otherwise dishonored shall be subject to a $35.00 returned check fee per occurrence, in addition to any applicable bank charges.
Credit Terms; Advance Payment.
W.A. reserves the right, in its sole discretion, to require advance payment, deposits, payment on delivery (C.O.D.), or modified credit terms at any time if Customer’s payment history, creditworthiness, or financial condition becomes unsatisfactory to W.A.
10. Rate Adjustments and Surcharges. W.A. may increase service rates or impose surcharges to account for increases in operating costs including:
disposal costs
fuel costs
environmental compliance costs
transportation costs due to disposal facility changes
governmental taxes or regulatory fees
Consumer Price Index increases
increased waste density or weight.
Front-load pricing assumes an average waste density of 85 pounds per cubic yard unless otherwise specified. Rates may be adjusted if actual waste weight exceeds this assumption. Customer agrees that payment of adjusted rates shall not be withheld.
11. Disposal Facilities and Routing. W.A. reserves the right to designate and change disposal, recycling, or processing facilities used for Customer’s waste materials. W.A. may also modify service routes, schedules, or collection methods as operational conditions require. Changes in disposal facility location or pricing may result in rate adjustments.
12. Safety and Regulatory Compliance. W.A. may refuse, suspend, or delay service if conditions at the service location are unsafe, containers are improperly loaded, access routes are blocked, or servicing the container would violate applicable laws or landfill rules. Customer shall remain responsible for all applicable charges during such suspension.
13. Term & Renewal. For permanent service accounts, the initial term of this Agreement shall be for the time period as stated on the Customer Agreement Sheet (the “Initial Term”), commencing on the date services begin. Upon expiration of the Initial Term, this Agreement shall automatically renew for successive renewal terms of the same time period as the Initial Term (each, a “Renewal Term”) unless either party provides written notice of termination to the other at least thirty (30) days but not more than ninety (90) days prior to the expiration of the Initial Term or the then-current Renewal Term.
For temporary service accounts, this Agreement shall terminate automatically upon completion of the applicable job or project, unless otherwise agreed in writing. Notwithstanding the foregoing, for any temporary account involving roll-off service, Customer grants W.A. the exclusive right to provide all container removal, hauling, and disposal services for the duration of the job or project.
Automatic Renewal Disclosure
Customer acknowledges that this Agreement contains an automatic renewal provision.
Unless Customer provides written notice of termination within the required notice period prior to expiration of the Initial Term or Renewal Term, the Agreement will automatically renew.
Customer agrees that the automatic renewal provision is a material term of this Agreement.
Notice of Termination.
Any notice of termination must be provided in writing and shall be deemed effective only upon actual receipt by the receiving party. Written notice may be delivered by certified mail, return receipt requested, or by electronic mail, provided that electronic notice shall be effective only if accompanied by a read receipt, written acknowledgment, or other affirmative confirmation of receipt.
Early Termination; Liquidated Damages.
If Customer terminates this Agreement, discontinues service, or otherwise causes service to cease prior to the expiration of the Initial Term or any Renewal Term, for any reason other than W.A.’s uncured material breach, Customer agrees to pay W.A., as liquidated damages and not as a penalty, an amount equal to:
(a) if the remaining term is greater than six (6) months, six (6) times the most recent average monthly charges billed to Customer; or
(b) if the remaining term is six (6) months or less, the most recent average monthly charges multiplied by the number of months remaining in the term.
The parties acknowledge and agree that actual damages in the event of early termination would be difficult or impracticable to determine, and that the liquidated damages set forth herein represent a reasonable estimate of W.A.’s anticipated losses, including lost revenue, equipment utilization, administrative costs, and redeployment expenses.
Liquidated damages shall be due immediately upon termination and shall be in addition to any outstanding invoices, unpaid fees, late charges, equipment repair or replacement costs, or other amounts owed to W.A.
Termination for Nonpayment or Breach.
W.A. may terminate this Agreement immediately upon written notice if Customer fails to timely pay amounts due or otherwise materially breaches this Agreement. Termination for Customer’s breach shall not relieve Customer of liability for liquidated damages, unpaid charges, or other obligations accrued prior to or arising from such termination.
14. Indemnity. To the fullest extent permitted by law, Customer agrees to defend, indemnify, and hold harmless W.A., its members, managers, officers, employees, agents, and contractors from and against any and all claims, demands, damages, losses, liabilities, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:
(a) Customer’s possession, use, loading, operation, or control of the Equipment;
(b) site conditions, access routes, or pavement conditions at Customer’s premises;
(c) overloaded, improperly loaded, or blocked containers;
(d) unauthorized compaction or misuse of Equipment;
(e) injury to persons or damage to property caused by Customer or any third party while the Equipment is in Customer’s possession or control; or
(f) Customer’s violation of applicable laws or regulations,
except to the extent caused solely by the gross negligence or willful misconduct of W.A.
15. Limitation of Liability. To the fullest extent permitted by applicable law, in no event shall W.A.’s aggregate liability to Customer for any and all claims, demands, causes of action, damages, losses, or expenses arising out of or relating to this Agreement, the services provided, or the equipment furnished—whether based in contract, tort (including negligence), strict liability, or any other legal theory—exceed the total amount actually paid by Customer to W.A. for services during the three (3) months immediately preceding the event giving rise to the claim.
In no event shall W.A. be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, loss of business, delay damages, loss of use, or diminution in value, even if W.A. has been advised of the possibility of such damages.
The limitations set forth herein shall apply regardless of the form of action and shall survive termination or expiration of this Agreement. The foregoing limitation of liability shall not apply to Customer’s payment obligations, including without limitation unpaid invoices, late fees, collection costs, liquidated damages, or Customer’s indemnification obligations under this Agreement.
Any claim by Customer against W.A. must be brought within twelve (12) months after the event giving rise to such claim.
Nothing in this section shall be deemed to limit liability for gross negligence or willful misconduct to the extent such limitation is prohibited by Texas law.
16. Changes. Changes in the schedule of charges, number of containers, type of waste and container size may be agreed upon only in writing via email, by the parties.
17. Attorney’s Fees. In the event of a breach of this agreement by the Customer, the Customer shall pay all reasonable attorney’s fees, collection fees and the cost of W.A. incident to any action brought to enforce this agreement.
18. Assignment and Benefit. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. W.A. may assign this Agreement, in whole or in part, without Customer’s consent, including in connection with a merger, sale of assets, financing, or internal corporate restructuring.
Customer may not assign this Agreement or any rights or obligations hereunder without the prior written consent of W.A., which may be withheld in W.A.’s sole discretion.
19. Right of First Refusal. During the term of this Agreement, Customer agrees to notify W.A. in writing of any bona fide written offer received from a third party relating to the provision of collection, disposal, recycling, or similar waste services (an “Offer”). Customer shall provide W.A. with a copy of the Offer and grant W.A. a fifteen (15) calendar day period to elect to match the material terms of such Offer.
For purposes of this Section, “match” shall mean matching the price and materially comparable service levels. If W.A. timely elects to match the Offer, Customer shall continue service with W.A. under such matched terms.
20. Notices. Any notice required or permitted under this Agreement shall be in writing and shall be deemed given when actually received by the receiving party. Notices may be delivered by:
(a) certified mail, return receipt requested; or
(b) electronic mail, provided that electronic notice shall be effective only upon receipt of a read receipt, written acknowledgment, or other affirmative confirmation of receipt by the receiving party.
Routine operational communications, scheduling notices, service confirmations, and invoices may be transmitted by electronic mail without acknowledgment.
21. Force Majeure. Neither party shall be liable for failure or delay in performance (other than payment obligations) due to causes beyond its reasonable control, including but not limited to acts of God, severe weather, fires, floods, labor disputes, governmental actions, disposal facility shutdowns, equipment failures not caused by negligence, or inability to access containers. Such events shall not constitute a default under this Agreement.
22. Entire Agreement; Incorporation by Reference. This Agreement, together with any applicable service schedules, rate sheets, proposals, invoices, and W.A.’s Terms and Conditions posted on its website (as amended from time to time), constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, whether written or oral.
Customer acknowledges that this Agreement may be incorporated by reference in invoices, proposals, email correspondence, and other transactional documents, and agrees that continued acceptance of services constitutes acceptance of such terms.
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
These Terms and Conditions are incorporated by reference into all invoices, proposals, service confirmations, and electronic correspondence issued by W.A.
23. Acceptance of Terms. By requesting, scheduling, or accepting services from Waste Advantage LLC, or by allowing placement or continued use of any container or equipment, Customer acknowledges and agrees to be bound by these Terms and Conditions, as amended from time to time.
24. Acceptance by Continued Use.Customer acknowledges that continued use of services, placement or continued use of containers, or payment of invoices constitutes acceptance of these Terms and Conditions and any updated pricing.
25. Amendments. W.A. reserves the right to amend these Terms and Conditions from time to time. Updated terms shall be effective upon posting to W.A.’s website and shall apply to all services performed thereafter. Continued acceptance of services after such posting constitutes acceptance of the amended terms.
26. Order of Precedence. In the event of a conflict between these Terms and Conditions and any written service agreement, proposal, or rate sheet provided to Customer, the pricing and service descriptions set forth in the written service agreement or rate sheet shall control, and all other matters shall be governed by these Terms and Conditions.
27. Personal Guaranty (If Required). If Customer is a business entity, the individual signing on behalf of Customer may be required to personally guarantee Customer’s obligations under this Agreement. The guarantor agrees to be jointly and severally liable for all obligations including payment, liquidated damages, and collection costs.