CONDITIONS OF CONTRACT
FOR THE PROVISION OF IT ASSET DISPOSITION (ITAD) SERVICES

By Community Computers (Renewal North West)

These Conditions of Contract apply to all collections and processing of IT equipment Community Computers provides to you ({text-1}) under this Agreement.

YOUR ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CONDITION 18 (LIMITATION OF LIABILITY).

1.      Definitions

"Asset Report": a report listing received items, serials (where legible), data sanitisation/destruction method and outcome.

"Certificates": data sanitisation and/or destruction certificates issued by us in accordance with clauses 6.1.2, 21.6 and 23.

"Chain of Custody": documented handover and custody records from collection to processing.

"Collection Note": a notice signed by us on collection detailing quantities and specifications of items collected and date and time of collection.

"Commencement Date": the date stated in Schedule 2.

"Confidential Information": information designated confidential or which is obviously confidential.

"Controller/Processor/Sub‑processor": as defined in UK GDPR.

"Customer Materials": equipment, data, media and any information supplied by you.

"Data Protection Law": the Data Protection Act 2018 and UK GDPR.

"Equipment": the IT equipment to be disposed of by you as confirmed in writing by us or which is the subject of any ITAD Services.

"Good Industry Practice": the skill, diligence, prudence and foresight reasonably expected of a competent ITAD provider under similar circumstances.

"ITAD Services": services in Schedule 1 (collection, audit, data sanitisation, physical destruction, reuse/refurbishment, recycling, reporting).

"Law": all applicable UK laws, regulations and guidance, including Data Protection Law.

"NIST 800‑88": NIST SP 800‑88 Rev.1 Guidelines for Media Sanitization (or successor).

"Order": a collection booking or statement of work issued under this Agreement including by completion of the online order form.

"Working Day": Monday–Friday excluding public holidays in England.

2.       Headings and Interpretation

• Headings are for convenience only and do not affect interpretation.
• Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

3.      Notices

• Notices must be in writing and sent by hand, recorded post or email to the addresses in Schedule 2.
• Delivery is effective:
  • by hand: on day of delivery, or
  • recorded post: 2 Working Days following postage or,
  • email: on date and time of delivery when not returned undelivered (if sent before 5pm on a Working Day otherwise the next Working Day).

4.      Entire Agreement and Order of Precedence

• This Agreement comprises these Conditions, Schedules and any Orders. It supersedes prior statements on its subject matter.
• If there is a conflict, precedence is: (1) these Conditions; (2) the Order.

5.      Contract

• The Order constitutes an offer by you ({text-1}) to purchase ITAD Services in accordance with these Conditions.
• Any quotation given by us is not an offer, and is only valid for a period of 20 Working Days from its date of issue.
• The Order is only accepted when we issue confirmation of acceptance to you at which point the Contract comes into existence (Commencement Date).
• These Conditions apply to the Contract to the exclusion of any other terms that you may seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

6.      Services and Performance

• We will perform the ITAD Services with reasonable skill and care, in accordance with Good Industry Practice, our certifications/registrations listed in Schedule 1, and applicable Law, including such of the following as agreed in the Order:
  • Data Sanitisation Methods: software erasure to NIST 800‑88 Purge standards using approved tools (e.g., Certus), and/or physical destruction (e.g., degauss, crush, disintegrate/shred) as specified in the Order or Schedule 1.
  • Reporting: We will provide an Asset Report and Certificates in the form set out in Schedule 4 (scope and fields may vary depending on device condition and legibility of serials) or such other format as we may choose.
  • Environmental Handling: Non‑reusable equipment will be processed for material recovery in accordance with UK WEEE and waste duty of care.
  • Service Levels: Collection windows, turnaround targets and delivery of Certificates are as set out in Schedule 2 (these are estimates only, time is not of the essence for targets but we will use reasonable endeavours to meet them).
• We may reasonably refuse items that are unsafe, contaminated, or outside agreed scope (e.g., gas‑charged devices, leaking or swollen batteries).
• Downstream processing partners (e.g., for specialist materials) may be used; we remain responsible for their performance in delivering the Services.
• We reserve the right to amend the ITAD Services  if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the ITAD Services.

7.      Contract Manager

Each party will appoint a Contract Manager for day‑to‑day matters and notify changes in writing.

8.      Ordering and Collections

• Orders are placed through our booking process with site details, access, H&S requirements and an indicative asset list.
• You will ensure safe access, parking/loading, and that items are de‑racked and de‑cabled unless otherwise agreed in Schedule 2.
• You will:
  • co-operate with us in all matters relating to the ITAD Services;
  • provide to us, in a timely manner, all documents, data, information and materials reasonably required by us to provide the ITAD Services;
  • obtain and maintain all licences, consents and permissions that are necessary to enable us to provide the ITAD Services, including all licences, consents and permissions that are needed to allow us to process your IT equipment in connection with the performance of the ITAD Services;
  • respond promptly to any reasonable requests from the Supplier for instructions or approvals required to provide the Services.
• You are responsible for backing up all data prior to making the Equipment available to us.
• Chain of Custody: At collection, we will issue a Collection Note capturing handover details. Items may be transported in sealed containers if appropriate; seals may be recorded.
• Optional Services: On‑site erasure/destruction, serialised scanning, de‑installation, palletisation, and media‑only services can be included per Schedule 2 at additional cost. You should advise on the Order or notify us [at least 3 Working Days] in advance of collection.
• Variance: If counts and models vary from Order; variances will be recorded on receipt by us and reflected in reporting and invoicing.
• We reserve the right to refuse collection of any Equipment or to return Equipment to you for any reason prior to allocation of Equipment by us. If we exercise this right we reserve the right to charge you at our standard rate (available on our website) for any ITAD Services performed by us prior to such refusal or return.

9.      Title and Risk in Equipment

• Donation: Unless otherwise stated in Schedule 2, and subject to condition 9.2, title to Equipment passes to Community Computers on written acceptance by us of the Equipment.
• Consignment (if agreed in writing on the Order or if the ITAD Services include wiping of data): Title remains with you until resale; proceeds are shared as per Schedule 2.
• Notwithstanding condition 9.2, we may allocate the Equipment under condition 13.4 and title will pass to us immediately before the time at which such allocation occurs.
• Risk transfers to us upon signature of the Collection Note.
• You warrant that you have lawful right to transfer or consign the Equipment and that, to your knowledge, Equipment does not contain hazardous materials beyond normal industry standards for that item of Equipment other than as declared on the Order.
• If you reclaim any Equipment prior to title passing to us we may charge you at our standard rate (available on our website) for any ITAD Services performed by us prior to you taking possession of the Equipment.

10. Warranty (Services)

We warrant the Services will be provided with reasonable skill and care and materially in conformity with Schedule 1. All other warranties are excluded to the fullest extent permitted by Law.

11. Personnel, Security and Site Access

• Our staff and subcontractors will follow reasonable site rules and H&S requirements provided that these are notified in advance in writing.
• We may replace personnel at our discretion.
• We will operate reasonable physical and logical security controls as described in Schedule 1.

12. Right to refuse and non-exclusivity

• Community Computers reserves the right to refuse any equipment at any stage, including up to and at the point of collection, if deemed necessary for operational, compliance, or safety reasons.
• The donor is under no obligation to use Community Computers for ITAD services, and this Agreement does not create any exclusivity or restrict the donor from engaging other providers.
• Community Computers is under no obligation to collect or process any Equipment until physical collection has occurred and custody has been confirmed by us.
• Community Computers shall not be liable for any loss of service, inconvenience, or consequential impact to the donor arising from any refusal by us to collect or process Equipment.

13. Fees, Donations and Value Share

• Subject to condition 13.5, both parties agree that no money, or payment of any kind occurs for services provided, unless explicitly agreed in writing by both parties before any services are agreed.
• Where there are no fees for the ITAD Services, we provide the ITAD Services in consideration of your provision to us of the Equipment for us to use as we see fit within the community.
• You understand and agree that some donated equipment may be sold at market rate to cover project delivery and general operational costs.
• You understand and agree that the remaining equipment will be allocated for social value and made available at a subsidized rate for local residents (as determined by Community Computers) and some completely free of charge to people in hardship and community partners (as determined by Community Computers).
• If you reclaim any Equipment from us then any such reclaim must be in writing and received by us prior to title passing to us under condition 1 or condition 9.2 and allocation by us under condition 13.4 and:
  • you do so at your own risk (which shall transfer to you when we make the Equipment to you at our premises);
  • you are responsible for the cost of carriage from our premises; and
  • we reserve the right to charge you at our standard rate (available on our website) for any ITAD Services performed at the point at which you reclaim the Equipment.

14. Termination

Without affecting any other right or remedy available to it:

• Either party may terminate for material breach not remedied within 30 days of written notice.
• Either party may terminate immediately if the other becomes insolvent.
• We may terminate on 7 days’ notice for convenience where continued performance would be commercially or compliance‑wise impracticable (acting reasonably).
• You may terminate for convenience on 30 days’ notice you cannot terminate once we have begun providing any ITAD Services;

15. Consequences of Termination

• On termination, we will complete sanitization and/or destruction and/or disposal already in progress or return items not yet processed, as directed in writing by you (reasonable fees may apply).
• Accrued rights and payment obligations survive termination.
• Clauses intended to survive termination (including 4, 10, 13, 15–23, 26, 32–36) shall do so.

16. Dispute Resolution

• If a dispute arises out of or in connection with this agreement or its performance, validity or enforceability (Dispute), then the parties shall follow the procedure set out in this clause:
  • The Dispute shall be escalated to Contract Managers within 3 Working Days of it arising;
  • If the Dispute is not resolved within 5 Working Days of being escalated under clause 6.1.1 it shall be referred to senior representatives of each party (director level or equivalent);
  • If the Dispute remains unresolved within 20 Working Days of first being escalated under clause 6.1.1, either party may refer to mediation.
• Nothing (including commencement of mediation) prevents either party seeking urgent relief from the courts.

17. Insurance

We will maintain insurance at levels stated in Schedule 2 and provide evidence on request.

18.  Indemnities and Liability

• Nothing limits liability for death or personal injury caused by negligence, fraud, breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession), or defective products under the Consumer Protection Act 1987, or any other liability that cannot be limited by Law.
• Subject to clause 18.1, the following losses are wholly excluded:
  • loss of profits (including loss of anticipated savings);
  • loss of sales or business;
  • loss of agreements or contracts;
  • loss of use or corruption of software, data or information;
  • loss of or damage to goodwill; and
  • indirect or consequential loss.
• Subject to clauses 18.1 and 18.2 our liability to you arising from our proven breach causing:
  • unauthorised disclosure of personal data shall not exceed £1,000;
  • any other liability shall not exceed £500.
• Customer Indemnity: You will indemnify us for losses arising from (i) items unlawfully provided or infringing third‑party rights, (ii) Equipment which is or contains hazardous or contaminated material beyond normal industry standards for that item of Equipment not disclosed to us in writing in advance, and (iii) instructions that require deviation from Good Industry Practice.

19. Intellectual Property

• All IP in our methods, templates, reports and certificates remains ours. You have a non‑exclusive licence to use reports and certificates for internal compliance and audit.
• You indemnify us against any and all losses, damages, liabilities, expenses and costs (including all interest, penalties, legal costs (calculated on a full indemnity basis) and reasonable professional costs and expenses) as a result of any claim made by a third party that the transfer of IT equipment to us or the provisions of ITAD Services by us infringes the intellectual property rights of any third party.

20. Confidentiality and Publicity

• Each party will keep the other’s Confidential Information confidential and use it only to perform this Agreement.
• Each party may disclose the other party's confidential information:
  • to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this Clause 20; and
  • as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
• Publicity requires the other party’s consent (not to be unreasonably withheld).

21. Data Protection (UK GDPR)

• Both parties will comply with Data Protection Law. This clause 21 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Law.
• You are the Controller and we are a data Processor. The Data Processing Addendum (Schedule 3) applies.
• The nature and scope of the processing is as follows:

Nature: Data sanitisation of data‑bearing assets.

Scope: Erasure or destruction of data.

Type of personal data: As may reside on Customer media; categories unknown to us but not including special category personal data unless expressly notified to us in writing.

Data subjects: Customer employees, users, clients, residents (as applicable) and any other category for which the Customer processes data.

Duration: for the duration of the ITAD Services.

• You warrant that you have all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to us for the duration and purposes of this agreement.
• We will:
  • process the Personal Data for destruction and sanitization purposes only);
  • implement appropriate technical and organisational measures proportionate to risk;
  • assist you at your cost in responding to any request from a Data Subject and in ensuring compliance with your obligations under the Data Protection Law with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators; and
  • maintain complete and accurate records and information to demonstrate our compliance with this clause 21.
• We will not transfer personal data outside the UK without prior written agreement from you and appropriate safeguards in accordance with the Data Protection Law.
• We may use vetted sub‑processors (e.g., logistics, downstream recycling) and will remain responsible for their acts/omissions. They will enter into similar data protection obligations with us as set out in this clause 21.
• Upon completion, we will provide Certificates and delete any residual personal data except where retention is required by Law or to evidence compliance.

22. Freedom of Information

• If you are subject to FOIA/EIR, you may disclose information as required by Law.
• You will consult us (where lawful and practicable) before disclosure of our Confidential Information.

23. Record Keeping and Audit

We will retain core service records (e.g., Asset Reports, Certificates, waste transfer notes) for at least 6 years and make them reasonably available for your audit on reasonable notice no more than once per year.

24. Health, Safety and Site Rules

• Each party will comply with applicable H&S Law.
• You will inform us of site‑specific rules and any known risks in advance of collection.

25. Ethical Conduct and Anti‑Bribery

• Each party will comply with applicable anti‑bribery, modern slavery, equality and diversity obligations and Law.
• Neither party will offer or accept improper inducements in relation to this Agreement.

26. Environmental Law and WEEE

• We will comply with relevant waste and environmental Laws, including WEEE handling, and maintain relevant registrations and exemptions listed in Schedule 1.
• Subject to clauses 9.4 and 18.4, hazardous components (e.g., batteries, displays containing mercury, toners) will be handled via appropriate streams.

27. Business Continuity (proportionate)

We maintain proportionate business continuity arrangements appropriate to the size and nature of our operations and will use reasonable endeavours to minimise disruption.

28. Contract Variation

No change to this contract is effective unless it is in writing and signed by both parties. Emergency instructions may be given and confirmed promptly in writing.

29. Third Party Rights

No third party has rights under the Contracts (Rights of Third Parties) Act 1999 to enforce this Agreement.

30. No Waiver

A failure or delay by a party to exercise any right or remedy provided under this agreement or by Law is not a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this agreement or by Law shall prevent or restrict the further exercise of that or any other right or remedy.

31. Severance

If any provision is invalid, illegal or unenforceable, it will be deemed deleted, the rest remains in force.

32. Assignment and Sub‑contracting

• Neither party may assign this Agreement without the other’s consent (not to be unreasonably withheld).
• We may sub‑contract elements of the Services and remain responsible for sub‑contractors.

33. Force Majeure

• Neither party is liable for failure or delay caused by events beyond its reasonable control.
• If such event continues for 30 days, either party may terminate on written notice.

34.  Non‑Solicitation

Neither party will solicit employment of the other’s key staff directly involved in the Services during the Agreement and for 6 months after, without consent.

35. Law and Jurisdiction

This Agreement is governed by the laws of England and Wales and the courts of England and Wales have exclusive jurisdiction.

36. Obligation to Mitigate

Each party must mitigate its losses.

SCHEDULE 1 – SERVICE SPECIFICATION (ITAD)

A. Recognised Standards & Registrations

UK GDPR & Data Protection Act 2018 compliance; ICO registration number: .

Waste Carrier/Dealer/Broker registration: .

T11 Repair/Refurbishment exemption: .

Software erasure using Certus (ADISA certified) or equivalent, configured to NIST 800‑88 Rev.1 Purge (where supported).

Physical destruction options: degauss; hydraulic crush; disintegration/shredding for SSDs and small media (particle size as agreed per Order).

Processing sites with controlled access, CCTV in processing zones, locked containers in transit, and documented SOPs for media handling.

B. Chain of Custody

Unique collection reference; vehicle/crew details; seal numbers where used.

Site handover signatures; pallet counts/weights where applicable.

Receiving check‑in; variance log for discrepancies.

C. Processing Steps

Receipt and quarantine.

Triage & asset identification (best‑efforts serial capture).

Data sanitisation or physical destruction as per Order.

Functional testing and grading for reuse.

Parts harvesting or materials recycling for non‑reusable items.

Reporting and issuance of Certificates/Asset Report.

D. Reporting

Fields: asset type, make/model, serial (where legible), sanitisation method and result, destruction reference (if destroyed), grade or disposition.

Delivery: secure portal/email within target timeframe in Schedule 2.

E. Security Controls (illustrative)

Restricted processing areas; visitor sign‑in and escort policies.

Locked vehicles/containers; optional tamper‑evident seals recorded on documentation.

Device/media segregation by status (data‑bearing, sanitised, destroyed, resale).

SCHEDULE 2 – COMMERCIAL TERMS

A. Pricing & Options

Services are provided free of charge to the donor where all of the following conditions are met, as determined by Community Computers at its sole discretion:

·         The total donation retains sufficient value to reasonably cover the costs of delivering the services.

·         The equipment is, or is reasonably believed to be, in good working order or capable of being repaired or refurbished with limited time and financial input.

·         The donation is intended for reuse and not for disposal as waste.

Where we determine, acting reasonably, that these conditions are not met:

o   if we have not collected the Equipment at the point at which we determine the above criteria have not been met, Community Computers may, at its sole discretion, offer a paid-for service for the donor’s consideration. There is no obligation on the donor to accept such an offer, and Community Computers reserves the right not to make an offer or to decline the collection;

o   if we have collected the Equipment at the point at which we determine the above criteria have not been met, Community Computers reserves the right to charge you at our standard rate (available on our website) for any ITAD Services performed (including cost of collection).

B. Value Share / Social Value Allocation (if applicable)

Where agreed, devices suitable for reuse may be allocated as follows

C. Service Levels (targets)

A collection window will be offered within 10 working days of order confirmation for urban locations, and within 15 working days for non-urban locations.

Devices from each consignment will be registered in our tracking system within 24 hours of return to base.

Data destruction will be completed within 30 calendar days from the date of collection.

A data destruction report and corresponding certificates will be sent to the primary contact’s email address within 30 days of collection, unless an alternative recipient is specified by the donor.

A full ESG and asset outcome report will be provided within 60 days of the collection date.