Last modified on: 24 July 2019

Terms of Use

Important – Please read these terms carefully. By using the Service (as defined below), you agree that you have read, understood, accepted and agreed with the Terms of Services. You further agree to the representations made by yourself below. If you do not agree to or fall within the Terms of Use and wish to discontinue using the Service, please do not continue using the Application (as defined below) or the Service.

The Terms of Use stated herein (collectively, the “Terms of Use” or this “Agreement”) constitute a legal agreement between you and GARGEON SDN BHD (Company No. 1233360-X) (the “Company”). The customer as identified in this Agreement (hereafter, “CUSTOMER”). The usage of the word “PARTIES”, including any usage of the word in the singular sense, shall refer to the reference of both GARGEON and the Customer jointly. This Agreement shall constitute a legal agreement between the Customer and GARGEON. In order to use the Service, Customer must agree to the Terms of Use that are set out below. By using the management platform (web account and mobile applications) and collection services conducted by the waste & recycling hauler under GarGeon partner network supplied to Customer by the Company, and registering, installing or using any associated software supplied by the Company (“the Software”) which overall purpose is to enable businesses seeking waste & recycling hauling partners to manage waste & recycling to be matched with third party certified waste & recycling hauling providers, drivers and vehicle operators (collectively, the “Service”), Customer hereby expressly acknowledge and agree to be bound by the Terms of Use, and any future amendments and additions to the Terms of Use as published from time to time at http:// www.gargeon.com or through the Software.

The Company reserves the right to modify, vary and change the Terms of Use or its policies relating to the Service at any time as it deems fit. Such modifications, variations and or changes to the Terms of Use or its policies relating to the Service shall be effective upon the posting of an updated version at http:// www.gargeon.com. Customer agrees that it shall be the responsibility to review the Terms of Use regularly.

GARGEON IS A TECHNOLOGY COMPANY THAT DOES NOT PROVIDE COLLECTION, TRANSPORTATION AND DISPOSAL OF WASTE AND RECYCLABLE MATERIALS SERVICES AND THE COMPANY IS NOT A WASTE COLLECTION, TRANSPORTATION AND DISPOSAL COMPANY. HOWEVER, GARGEON HAS EXPERTISE IN MANAGEMENT OF CERTAIN WASTE PRODUCTS (“MANAGEMENT SERVICES”). AS PART OF THAT EXPERTISE, THE SERVICE OF THE COMPANY IS TO LINK THE CUSTOMERS WITH GARGEON’S PROFESSIONAL NETWORK OF THIRD PARTY, INDEPENDENT HAULERS (THE “HAULERS”), WHICH WOULD THEN BE RESPONSIBLE FOR THE COLLECTION AND DISPOSITION OF THE WASTE & RECYCLING MATERIALS (“COLLECTION SERVICES”). GARGEON DOES NOT NOR INTENDS TO PROVIDE WASTE COLLECTION, TRANSPORTATION AND DISPOSAL SERVICES OR ANY ACT THAT CAN BE CONSTRUED IN ANY WAY AS AN ACT OF A WASTE COLLECTION, TRANSPORTATION AND/OR DISPOSAL PROVIDER. THE COMPANY IS NOT RESPONSIBLE NOR LIABLE FOR ANY ACTS AND/OR OMISSION OF ANY THIRD PARTY PROVIDERS AND/OR ANY TRANSPORTATION SERVICES PROVIDED TO THE CUSTOMER.

1. Terms of Use

By using the Service, Customer expressly represents and warrant that Customer are legally entitled to accept and agree to the Terms of Use. By using the Service, Customer further represent and warrant that they have the right, authority and capacity to use the Service and to abide by the Terms of Use. Customer further confirm that all the information and waste & recycling service details that provided shall be true and accurate. Customer undertake not to authorise others to use its identity or user status, and it may not assign or otherwise transfer the user account to any other person or entity. When using the Service, Customer agree to comply with all environmental laws during the services.

By using the Software and the Services, you agree that:

  • Customer will only use the Service for lawful purposes (especially under environmental law stated at the section below);
  • Customer will only use the Service for the purpose for which it is intended to be used;
  • Customer will not use the Software for sending or storing any unlawful material or for fraudulent purposes;
  • Customer will not use the Software to cause nuisance, annoyance, inconvenience or make fake service request;
  • Customer will not use the Service, and/or the Software for purposes other than obtaining the Service;
  • Customer shall not contact the third party waste & recycling hauling partner for purposes other than the Service including post service matching period (service related, coordination, service records), excluding (marketing, sales, billing);
  • Customer will not try to harm the Service, and/or the Software in any way whatsoever;
  • Customer will not copy, or distribute the Software or other content without written permission from the Company;
  • Customer will only use the Software for its own use and will not resell it to a third party;
  • Customer will keep secure and confidential your account password or any identification we provide you which allows access to the Service;
  • Customer will provide the Company with proof of identity as it may reasonably request or require;
  • Customer agree to provide accurate, current and complete information as required for the Service and undertake the responsibility to maintain and update your information in a timely manner to keep it accurate, current and complete at all times during the term of this Agreement. You agree that the Company may rely on your information as accurate, current and complete. You acknowledge that if your information is untrue, inaccurate, not current or incomplete in any respect, the Company has the right but not the obligation to terminate this Agreement and your use of the Service at any time with or without notice;
  • Customer shall not impair or circumvent the proper operation of the network which the Service operates on;
  • Customer agree that the Service is provided on a reasonable effort basis; and
  • Customer agree that the use of the Service will be subject to the Company’s Privacy Policy as may be amended from time to time.

Customer agree to assume full responsibility and liability for all loss or damage suffered by yourself, the third party waste & recycling hauling provider, the Company or any third party as a result of any breach of the Terms of Use.

2. Agency

CUSTOMER AUTHORISES GARGEON AS AN AGENT TO MANAGE WASTE & RECYCLING MANAGEMENT SERVICES ON ITS BEHALF [AS DESCRIBED IN THIS AGREEMENT AND ANY EXTRA SERVICES AUTHORISED ORALLY OR OTHERWISE (IF APPLICABLE)]. AS OF THE EFFECTIVE DATE, CUSTOMER AUTHORISES GARGEON, AT GARGEON’S SOLE DISCRETION, TO (I) MANAGE AND ENTER INTO/TERMINATE CONTRACT(S) WITH AN INDEPENDENT HAULER FROM GARGEON’S NETWORK OF INDEPENDENT HAULERS; AND/OR (II) AUTHORISE THE INDEPENDENT HAULER TO ENTER THE CUSTOMER’S PREMISE TO CARRY OUT WASTE & RECYCLING COLLECTION AND/OR ANY ACTION REASONABLY CONNECTED TO IT.

3. Customer

Customer agrees to terminate all contracts with other incumbent/existing haulers (“INCUMBENT PROVIDERS”) before entering into contract with GARGEON, unless agreed explicitly and in writing otherwise, by GARGEON.

4. Haulers

Customer agrees to deliver to GARGEON’s Haulers all waste & recycling materials, in accordance with this Agreement. Customer agrees to deposit all waste & recycling materials that is intended to be collected by the Hauler(s) into the specific bins provided. The particular Hauler(s) selected shall be at Customer’s decision via Marketplace in which best quotation and proposal are granted. All Haulers and their respective employees are independent contractors, and not employees, of GARGEON.

4. Haulers

Customer agrees to deliver to GARGEON’s Haulers all waste & recycling materials, in accordance with this Agreement. Customer agrees to deposit all waste & recycling materials that is intended to be collected by the Hauler(s) into the specific bins provided. The particular Hauler(s) selected shall be at Customer’s decision via Marketplace in which best quotation and proposal are granted. All Haulers and their respective employees are independent contractors, and not employees, of GARGEON.

5. Single Point of Contact

GARGEON will act as the single point of contact between Customer and the Haulers. In providing the Management Services, GARGEON will make the arrangements necessary for the provision of the Collection Services, including, but not limited to, scheduling and routing, using GARGEON’s network of Haulers. The Customer agrees to contact GARGEON, and not a specific Hauler, regarding any billing, hauling or other issues during the Agreement Term. GARGEON will, without prejudice to the company’s rights, endeavour to monitor Customer’s waste streams in order to assess the timeliness and the efficiency of the Collection Services.

6. License to Use Waste and Recycling Data

To the extent that Customer has any rights in or to the Waste and Recycling Data, Customer unconditionally grants GARGEON a worldwide, perpetual, irrevocable, royalty-free, fully paid, exclusive, sub-licensable and transferrable right and license to use, commercially exploit, publish, reproduce, adapt, create derivative works, publicly display, publicly perform and otherwise use all Waste and Recycling Data.

7. Exclusivitiy

Customer shall make GARGEON its exclusive provider of waste and recycling management services during the Agreement Term.

8. Title to Waste Materials

Title to Waste Materials shall, at the time of collection, transfer directly from Customer to the Haulers or vendors identified by GARGEON, provided further, that at GARGEON’s option, title to approved Recyclable Materials shall, at the time of collection, pass directly from Customer to GARGEON. Notwithstanding anything to the contrary in this Agreement, title to and liability for Prohibited Materials shall at all times remain with Customer, and GARGEON shall not be deemed to own, generate, possess or control, and shall not be liable to Customer or any third party regarding any (i) Prohibited Materials, or (ii) Waste Materials for which GARGEON has not expressly accepted title in writing.

9. Payment

Customer may choose to pay for the billing invoices by online transfer, bank in cheque, or bank in slip or where available by such other methods as are made available in the Software. It shall payable to below banking details:

Bank Name
Account Holder
Bank Account Number
: CIMB BANK BERHAD
: GARGEON SDN. BHD.
: 860-299-8206

Bills for Monthly Services Fees will be sent by Hauler to the Customer via management software (builtin billing function) between every 1st and the 10th of the certain month, whichever is later. Customer agrees to pay GARGEON by the method stated above with the 30 days credit terms basis, whichever is earlier.

10. Failure to Pay

For the term of this Agreement, if Customer fails to pay GarGeon the amount due, in addition to all other remedies available under this Agreement or at law, GarGeon shall charge the Customer a late fee as set out below:

45 days (after the payment is due with the credit term 30 days)
GarGeon shall charge Customer a late fee of five percent (5%) of Customer’s outstanding balance due monthly plus any amount owed due to previous late fee penalty until payment is received by GarGeon. If full payment has not been made in the first 30 days after payment is due, then the late fee shall be calculated as five percent (5%) of Customer’s outstanding balance due monthly unless a written official letter by Customer to extend the credit term.

In addition to the foregoing, GarGeon reserves the right to either (i) withhold the Management Services until all amounts due are paid in full to GARGEON, or (ii) terminate this Agreement in accordance with Section 3 “TERM AND TERMINATION” as set out below.

11. Changes

In addition to the circumstances described in Section 7, the invoice may, at GarGeon’s discretion via Software (management account), be adjusted upward by (i) non-controllable increases in the costs of landfill waste disposal, and federal, state, municipal or any other local government taxes and fees.

12. Pricing Adjustment

The invoices received either at the end of the month or after every service ended are calculated based on the Management Services specified and requested by Customer in the Service Details (through Customer Management Account) and Haulers published rates on the quotation as of the Effective Date. Customer represents and warrants that the Management Services requested by Customer in the Service Details and account registration fully and accurately reflect its waste and recycling services needs during the Agreement Term. Notwithstanding anything herein to the contrary, in the event Customer requires Management Services in excess of or different to those specified in the Order Form, Customer hereby acknowledges and agrees that the Monthly Service Fees shall be adjusted upward to reflect Customer’s actual waste and recycling needs using Haulers published rates at the time of the adjustment, and this Agreement shall be deemed amended to reflect the updated monthly service fee.

13. Terms and Termination

For the term of this Agreement, Customer agrees that the services that matched undergoes (i) a 1 year minimum basis contract period or (ii) due to temporary period in which services terminated after a period of time as may be mutually agreed between the Customer and GarGeon or (iii) the contract period is renewed after 1 year basis after mutually agreed between Customer and GarGeon.

The term of this Agreement begins on the Effective Date and shall extend for successive, automatically renewing monthly terms (each, a “Renewal Term”) unless either Customer or Haulers notifies the other of their intention to GarGeon to not renew the Agreement, no later than 30 days prior to the proposed date of termination The Initial Term and all Renewal Terms are collectively referred to as the “Agreement Term.”

13.1. Termination for Violating Terms of Services

GarGeon may terminate the service contract with the particular Hauler by providing at least thirty (30) days' prior written notice to the Hauler if the case falls on violating the GarGeon Term of Services.

13.2. Termination for Event of Insolvency

GarGeon and Hauler may immediately terminate this Agreement, without prejudice to any other right or remedy, if the other Party (i) becomes insolvent, (ii) is generally unable to pay, or fails to pay its debts as they become due, (iii) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, (iv) makes or seeks to make a general assignment for the benefit of its creditors, or (v) is appointed a trustee, receiver or custodian on account of such Party’s insolvency.

13.3. Customer Obligations with regard to Environmental Laws and Prohibited Materials.

In using the Management Services, Customer represents, warrants and covenants to GARGEON that: (i) Customer is providing and will provide Accepted Materials (general waste, construction waste, recyclables) for collection, (ii) Customer is not contaminating and mixing Prohibited Materials (scheduled waste, medical waste, chemical waste, hazardous waste) in Accepted Material for collection; and (iii) Customer is and will remain in compliance with all Environmental Laws. As used in this Agreement, the following terms shall have the following meanings:

  1. “Accepted Material” means non-hazardous solid waste, general waste, Construction Material and Recyclable Materials. Accepted Material specifically excludes Prohibited Materials.
  2. “Construction Material” as defined in this Agreement means used tires, construction and demolition (C&D) materials, and waste materials reasonably connected to construction and demolition.
  3. “Recyclable Material” means approved materials that can be recycled or recovered, and are not intended for disposal, provided further, however, such term specifically excludes Prohibited Materials.
  4. “Environmental Law” means all applicable federal, state and local laws and regulations and common law concerning solid or hazardous waste, toxic or hazardous substances or materials, pollution, or protection of human health and safety or the environment.
  5. “Medical Waste” means any material or waste that is or potentially may be infectious, bio-hazardous, biomedical, or any other “medical” or similar waste regulated under, but not limited to, any Environmental Laws, including without limitation: medical wastes requiring treatment prior to disposal, “red bag” medical waste, blood- soaked bandages, culture dishes and other glassware, discarded surgical gloves, discarded surgical instruments, discarded needles (e.g., medical sharps), cultures, stocks, swabs used to inoculate cultures, removed body organs, and discarded lancets. For avoidance of doubt, Medical Waste is a Prohibited Material under this Agreement.
  6. “Prohibited Material” means: any materials or substances that are hazardous, toxic, explosive, flammable, radioactive or infectious, including without limitation, (i) any material considered by GARGEON as “hazardous waste”, (ii) PCBs, (iii) asbestos, (iv) diesel fuel, gasoline, or other petroleum products or hydrocarbons, (v) Medical Waste, medications or pharmaceuticals, (vi) any other material or substance that is hazardous or toxic, and which would form the basis of any claim, under any Environmental Laws, and (vii) any waste and recycling materials contaminated by, mixed with or containing Prohibited Materials.
  7. Compliance with Laws. Subject to the limitations set forth in this Agreement, GarGeon and Hauler shall comply with all local, state and federal laws, regulations and ordinances applicable to the performance of Management Services (schedules, communication, records and billing invoices) to perform the transaction via GarGeon Platform (web account and mobile apps) and Collection Services (especially conducted by Haulers) and procure and maintain all licenses and permits required by government authorities. Customer shall be responsible for (i) properly identifying all Waste and Recyclable Materials to be handled by GARGEON and its Haulers hereunder; and (ii) comply with all applicable local, state and federal laws, regulations and ordinances related to the Management Services and Collection Services, including all Environmental Laws.
14. Limited of liability

GarGeon shall not be liable for damages from any cause whatsoever, regardless of the form of action, whether in contract or in tort, including negligence, strict liability, personal injury, real or personal property damage or otherwise, arising from or relating in any manner to any action or failure to act on the part of a Hauler, except to the extent those damages arise solely out of any management by GARGEON of the Collection Services.

15. Indemnification

Notwithstanding anything to the contrary in this Agreement, Customer shall defend, indemnify, and hold harmless GARGEON and GARGEON’s employees, agents, representatives, current or future parent, subsidiaries, commonly owned affiliates and advisors from and against any and all liabilities arising from or relating to: (a) a breach of this Agreement by Customer or its employees, subcontractors or suppliers, including but not limited to any breach or inaccuracy of any representation, covenant or warranty contained herein; (b) Prohibited Materials of or concerning Customer; (c) any violation by Customer or Customer’s employees, subcontractors or suppliers of, or liability under, any Environmental Laws or any other governmental laws, rules, ordinances, or regulations; (d) the Incumbent Providers and the agreements entered into with Incumbent Providers (“Incumbent Agreements”); (e) any performance under, management of, or termination by GARGEON of the Incumbent Agreements (except if resulting from the gross negligence or intentional misconduct of GARGEON); or (f) any bodily injury, including death, or damage to real property or tangible personal property arising out of any negligence or willful misconduct of Customer or Customer’s employees, subcontractors or suppliers. Customer agrees to promptly notify GARGEON in writing of any matter covered above and do all things required to protect GARGEON’s interests. Customer’s indemnity of GARGEON shall survive the termination or expiration of this Agreement.

16. Confidential Information

GarGeon and Customer acknowledge and agree that during the Agreement Term, either Party (the “Disclosing Party”) may disclose or make available to the other Party (the “Receiving Party”), non-public proprietary and confidential business information that is of value to its owner and is treated as confidential, which shall expressly include the pricing information of GarGeon under this Agreement (“Confidential Information”). Confidential Information shall not include information that (i) is or becomes generally available to the public other than as a result of the Receiving Party’s breach of this Section 9; (ii) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (iii) was in the Receiving Party’s possession prior to the Disclosing Party’s disclosure hereunder; or (iv) was or is independently developed by Receiving Party without using any Confidential Information. Except as otherwise expressly set forth in this Agreement, the Receiving Party shall hold in confidence and not disclose or use the Confidential Information or any portion of it. The Receiving Party shall protect and prevent the unauthorized use or disclosure of the Confidential Information using the same degree of care, but no less than a reasonable degree of care, as the Receiving Party uses to protect its own confidential information of a like nature. If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify the Disclosing Party to afford the Disclosing Party the opportunity to seek a protective order or other remedy.

17. Intellectual Property Ownership

The Company and its licensors, where applicable, shall own all right, title and interest, including all related intellectual property rights, in and to the Software and/or the Application and by extension, the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. The Terms of Use do not constitute a sale agreement and do not convey to you any rights of ownership in or related to the Service, the Software and/or the Application, or any intellectual property rights owned by the Company and/or its licensors. The Company’s name, the Company’s logo, the Service, the Software and/or the Application and the third party transportation providers’ logos and the product names associated with the Software and/or the Application are trademarks of the Company or third parties, and no right or license is granted to use them. For the avoidance of doubt, the term the Software and the Application herein shall include its respective components, processes and design in its entirety.

18. Others
  • Governing Law. This Agreement is governed by and construed in accordance with the laws of the Sovereign State of Malaysia, without regard to any conflicts of laws principles. Each Party hereby waives, to the fullest extent permitted by law, any claim, defense or objection of (i) improper venue, (ii) inconvenient forum, or (iii) lack of personal jurisdiction.
  • Counterparts. Customer acknowledges and agrees that this Agreement is being signed electronically or signed manually with company stamp and both electronic signature and manual sign have the same force and effect as delivery of an original signed copy of this Agreement with a hand written signature (if and when applicable).