General Terms & Conditions

General Terms & Conditions

(Revised 10/21/2025)

Preamble.
1. These General Terms & Conditions, are in effect on all doorstep Service Agreements (collectively “Agreement”) between VWS, LLC, a limited liability company organized under the laws of Nebraska with a mailing address of 2105 S Mineral Dr, Papillion, NE 68046 (“Contractor”), and any owner, or agent thereof, of multifamily real estate communities (“Client”) that hold an active Service Agreement with Contractor.
2. All Service Agreement(s) and all corresponding addendums shall be subject to Contractor’s General Terms & Conditions (collectively “Terms & Conditions”), which can be found at (https://legal.vwsol.com). For any terms that exist in both, the terms in the General Terms & Conditions will override.
Introduction.
1. Contractor is a privately owned company that offers doorstep recycling and waste stream programs for real estate apartment communities and residents.
2. Contractor’s doorstep programs enable apartment residents to have their recycling and/or trash picked up from their doorstep
3. Client is a separate company from Contractor, and Client owns and/or manages real estate apartment communities.
4. Client wishes to extend to the residents of its apartment community listed above (“Community”) Contractor's doorstep program, allowing residents to place their bagged trash and/or recyclables within trash containers and set outside their front doors for collection during the scheduled collection times.
Payment Terms.
1. In compensation for Contractor providing Services and the many benefits Client receives from Contractor's Service being provided at a Community, Client agrees to pay Contractor at a monthly interval, and in accordance with the Terms & Conditions, an amount totaling the Service Charge plus Offsite Charge multiplied by the number of Units at the community, or the Total Service Charge amount set forth in the Service Agreement.
  1. Automatic Unit Adjustment. The charges set forth in the Agreement’s Schedule of Charges shall be adjusted automatically to account for increases or decreases in the number of actual Units existing at the Community.
    1. Extra Bedrooms. Contractor reserves the right to increase the invoiced amount by up $1 per month for every bedroom in each unit that exceeds two bedrooms.
  2. CPI Increase. Contractor may, at its sole discretion and without notice to Client, increase the charges set forth in the Schedule of Charges annually to reflect increases in the Consumer Price Index ("CPI Increase"). At no time will a CPI Increase be more than the maximum allowable under applicable law
  3. Occupancy Rate Billing. If occupancy rate billing is included as an introductory offer in this Agreement, Client is responsible for notifying Contractor of accurate occupancy rates by the 1st of each month via Contractor’s online reporting tool. In the event this rate is not reported by the deadline Contractor will automatically charge, and Client agrees to pay, a rate reflecting no less than a 10% increase over the previous billed amount.
  4. Ramp-Up Pricing. If the Agreement includes any ramp-up pricing, Client agrees to reimburse Contractor for the total cost of this preferred pricing prior to ending this Agreement. Client agrees to honor this cost as an additional termination fee, and agrees to pay this prior to Contractor’s final day of Service at the Community.
2. Payment Specification. Client will remit payment by the 20th of every month to the address indicated for Contractor in the Service Agreement, or whatever payment process Contractor and Client agree to in writing.
  1. No Waste Broker. Client will pay each invoice directly to Contractor. At no point will management of relationship, Service, or payment be handled by a Waste Broker or similar 3rd party.
  2. Additional Invoicing Costs. In the event Contractor is required or elects to participate in any 3rd party billing programs, software, or process as a means to submit invoicing or receive due payments, these costs will be passed on to Client in a following invoice.
  3. Late Charges. Payments not paid in full within twenty (20) days of the 1st of each month are subject to a service fee of five percent (5%) of the total monthly amount.
Term.
1. The Agreement's initial term begins of the first day Service is performed (“Start Date”) and shall end on a date matching the Agreement’s Renewal Date (“Initial Term”). After this Agreement’s Initial Term it will automatically renew as outlined in the Terms & Conditions, unless either party provides written notice at least 60 days, but no more than 120 days in advance of the Renewal Date, and along with any outstanding invoices, termination fees, or service fees (collectively “Closing Costs”).
  1. Exclusivity. Client will guarantee to Contractor that Contractor will remain the exclusive provider of all doorstep refuse collection, bulk item hauling, offsite recycling, or substantially similar service, at the Community for the duration of the Agreement.
  2. Permission To Enter. Client grants Contractor and its employees, agents, and contractors’ assignees permission to enter the Community, its buildings, common spaces, and facilities to perform any of its Services under this Agreement or other addendums signed between Contractor and parties at the Community.
  3. In the event facilities at the community are removed or rendered unavailable, including but limited to, trash chutes, compactors, dumpsters, elevators, building entrances, accommodating parking, or storage areas, Contractor will, at its sole discretion, and Client agrees to pay, an increase to the monthly invoiced amount matching Contractor’s anticipated hourly earnings for any increases in service time due to loss of facilities.
Mutual Covenant.
1. Prompt Communication. Contractor will respond to Client and Client will respond to Contractor in a prompt manner.
2. Confidentiality. Both Client and Contractor will handle the other party's non-public information (contracts, rates, contact lists, etc.) with the same level of care they would handle their own, for the duration outlasting the termination of this Agreement by two (2) years.
3. Survivability. The Agreement will survive any ownership change, management change, reassignment, or transfer of either party. In the event any changes in Contractor or Client ownership or management occur, the Agreement will be subject solely to Contractor’s General Terms & Conditions (https://legal.vwsol.com), and will exclude any Discounted Rate or Introductory Offers.
4. Assignment. Client may not transfer ownership of, or its obligations under, this Agreement without Contractor's written consent. Contractor may assign this Agreement without consent, and Client agrees to release Contractor from its rights and obligations hereunder. If the Community is sold or Client is acquired, then Client shall ensure this Agreement, and all addendums are assigned to the new assuming party.
5. No Third-Party Beneficiaries. Client and Contractor agree that Contractor and Client are the only intended beneficiaries of this Agreement and the Services described herein. Residents of the Properties may benefit from Contractor's Services, but this is entirely incidental.
6. Limitations On Hiring. Neither Contractor nor Client shall knowingly hire, directly or indirectly, any current employee of the other party without prior written permission.
7. Arm's Length Transaction. Contractor and Client are entering into an arm's length transaction, where each has had the opportunity to review this agreement with counsel. This Agreement's terms shall not be more strictly considered or construed against the drafting party.
8. Amendments. This Agreement can be amended or modified by both parties, but only after written and signed mutual agreement (excepting the contrary contained herein).
9. Headings Not Determinative. Headings used in this Agreement are for convenience during drafting only, and will never limit, amend, or change the interpretation of any content.
10. Merger. This Agreement is the final and complete agreement pertaining to any services of similar nature between Client and Contractor. This Agreement supersedes, and renders obsolete any previous negotiations or substantially similar agreements.
11. Independent Contractor Relationship. The relationship between the Client and Contractor shall be solely that of independent contractors engaged in the operation of their own respective businesses. Neither Party is or shall be deemed or construed to be an employee or agent or representative of the other Party for any purpose whatsoever.
12. Severability. If any portion of this Agreement is rendered invalid or otherwise unenforceable under Laws or by a governmental, legal, or regulatory authority with jurisdiction over the parties, then the remainder of this Agreement will continue in full force unless such continuance will deprive one of the parties of a material benefit hereunder.
13. Waiver of Contractual Right. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Contract.
Description of Services.
1. Contractor will do all the following under the Agreement , subject to the limitations and exclusions outlined herein ("Service"):
  1. Removal of all securely tied trash bags placed inside provided container prior to the Service's Start Time from the front doorstep of every resident's apartment home. Additionally, boxes that have been broken-down, bundled, and placed with the provided service container prior to the Service’s Start Time will be collected during Service.
    1. Holidays. In the event a regularly scheduled Service falls on any of the following holidays, Services will not be performed until the next regularly scheduled Service: New Year's Eve, New Year's Day, Valentine’s Day, Superbowl Day, Easter Sunday, Memorial Day, Juneteenth, July 4th, Labor Day, Halloween (local observance), Thanksgiving Day, Christmas Eve, Christmas Day.
    2. Hazardous Waste. Contractor is never responsible for handling or removing hazardous waste as defined by the US Department of Labor's Occupational Safety & Health Administration or excluded waste as defined by Contractor's most recent service literature (collectively “Excluded Waste”).
    3. Service Interruptions. Events may occasionally arise with impede Contractor's ability to perform Services on the designated days. These events include severe weather or government issued warnings of severe weather, icy or snowy conditions, government mandates, restrictions, or legislative changes, civil
      unrest, or Community's facilities (elevators, compactor, trash chutes, door locks, dumpsters, etc.) are inaccessible during Service. In the event Service is missed due to any of these causes, Contractor will resume Service on the next reasonably possible regularly scheduled Service Day.
  2. Provide supplementary clearing of each trash chute room at the Community, that is used during Service, disposing of any bagged non-hazardous trash via the available trash chute.
  3. Participate in any onsite recycling efforts being made by the Community by verifying bagged recycling is free of contaminants and diverting the still bagged waste to a recycling bin provided and maintained by Client at their Community.
2. If Client has elected to subscribe to Contractor's offsite recycling at the Offsite Charge rate outlined in this Agreement's Schedule of Charges, and is up-to-date on all payments associated with any of Contractor's services, then Contractor will:
  1. Notify Community and its residents of a specific calendar day each week in which the Community's regularly scheduled Service will include offsite recycling hauling ("Recycling Service")
  2. During performance of each Recycling Service Contractor will, after disposing of all contaminated recycling and trash, transport all flattened cardboard and the recyclables contained in securely tied see- through bags found at each resident's doorstep to a recycling destination of Contractor's choosing ("Hauling").
    1. In the event Collection at this Community occurs after 2pm, Recycling Service may collect recyclables from the previous day’s Service the following morning, from a predesignated staging location.
    2. If a recycling and/or hauling destination pays Contractor for delivery of items collected as part of Service, Contractor will be entitled to keep the entire payment for Contractor's own benefit.
Termination & Renewal.
1. Termination Without Cause. Client will have the right to terminate the Agreement any time after the Initial Term, only after submitting 90-day advanced written notice via certified mail along with all Closing Costs, and a termination fee equaling the greater of either the remaining anticipated contract amount or the total monthly payments that would be due over a 6-month period, and agrees to pay these costs prior to Contractor’s final day of Service at the Community.
  1. Service will continue as normal, and Contractor will have no obligation to terminate any Agreement if Client fails to pay the above-mentioned invoices or fees prior to Contractor’s final day of Service.
2. Termination For Cause. If at any time either party defaults in performing any of its obligations outlined in this Agreement the other party will provide notice of default via certified mail to the other party's address stated herein. The alleged defaulting party will have 30 days from receipt of notice to correct the reported default to industry standard expectation.
  1. Contractor Default. In the event Contractor fails to cure a reported default to industry standards within the allotted 30 days, the Client shall have the right to terminate the respective Service Agreement immediately after paying any Closing Costs.
    1. Body Camera Guarantee. Contractor reserves the right to add its body camera upgrade, and charge Client a monthly rate not to exceed prevailing market rates, if Contractor receives significant resident service complaints and/or at the onset of any cure period, and may apply this upgrade for the remainder of the term.
    2. Seven Day Support. Contractor may implement its 7-day service upgrade and charge Client a monthly rate not to exceed prevailing market rates, if Contractor receives significant resident service complaints and/or at any point during a cure period.
  2. Client Default. In the event Client fails to cure a reported default within the allotted 30 days, then Contractor shall have the right to do any of the following: Suspend Service until default is remedied, terminate the Service Agreement immediately, or charge Client a reasonable amount to cover the additional work or addition of new tools to accommodate the situation; in the event a Service Agreement is terminated due to an uncured default on behalf of Client, Client agrees they are responsible for payment of any Closing Costs, losses to Contractor due to any Introductory Offers, preferred pricing programs or discounted rates provided during the Initial Term of the Service Agreement, and a termination fee equaling the greater of either the remaining anticipated contract amount or the total monthly payments that would be due over a 6-month period, and agrees to pay these costs prior to Contractor’s final day of Service at the Community.
    1. Minimum Client Duties. In addition to the responsibilities outline in the Terms & Conditions, Client’s onsite staff is expected to do all of the following: (Review daily report cards sent by Contractor, notify and/or fine residents for each reported infraction, require resident lease addendum signing upon executing all new leases, thoroughly explain service times, tools, and processes to new residents during move-in and as needed through tenancy, report critical details regarding every resident service complaint to Contractor within 24 hours of receiving notice)
  3. Auto-Renew. A Service Agreement's initial term begins on the first day of service (“Start Date”) contained therein and shall end on a date matching the Service Agreement’s Renewal Date (“Initial Term”). After the Initial Term and upon ownership or management change by either party, the Service Agreement will automatically renew for an additional ninety-six (96) month term that excludes any Discounted Pricing or Introductory Offers, unless either party provides written notice at least 60 days, but no more than 120 days in advance of the new anticipated renewal date, along with any Closing Costs.
Indemnity
1. Contractor agrees to indemnify Client, its members, employees, agents, and contractors from any costs, damages, or liabilities arising from any service provided by Contractor.
2. Client agrees to indemnify Contractor, its members, employees, agents, and contractors from any costs, damages, or liabilities arising from any service Contractor is providing for Client.
3. At no point will Contractor's aggregate liability, irrespective if to breach of contract, tort (including negligence), exceed the aggregate amounts paid to Contractor as part of the Service Agreement in the six (6) months immediately preceding the event.
Equipment.
1. Contractor will provide Client with the quantity and type of equipment specified in the Service Specification section of the Service Agreement; the type and quantity of equipment may be amended, redacted, or added to from time-to-time at the sole discretion of Contractor.
  1. Equipment furnished by Contactor will remain the property of Contractor and will be stored at the Community at no charge to Contractor. Client accepts responsibility and liability for all loss or damage to such equipment, excepting normal wear and tear, and for the contents of such equipment while located at the Community.
2. Client acknowledges that equipment stored at the Community by Contractor is required in performance of Service, and if the equipment has been moved, damaged, or contains unbagged trash upon each of Contractor's arrivals at the Community, then, at Contractor's sole discretion, Contractor may do any of the following: Suspend Services until issue has been remedied, include additional charges for additional services (cleaning equipment, etc.), emergency equipment purchases and/or transportation.
  1. Equipment requiring rinsing, washing, or clearing of unbagged waste while stored at the Community is the sole responsibility of Client.
  2. Any keys or fobs required to perform Service at the Community will be stored in a secure location at the Community. If Client does not install a lockbox or provide reliable and secure storage for required keys/fobs, Contractor has the authority to install a lockbox at the Community.
  3. In the event Client requires additional equipment during the course of a Service Agreement, Contractor will provide it at the following rates, or a reasonable market rate if not listed in the following equipment: FR 13 gallon $50, 13 gallon $35, 55 gallon $200, floor mat $30, recycle bin $45.
3. Unreturned Equipment. Within thirty (30) days of the ending of a Service Agreement, irrespective to the reason, including Contractor default, Client will be responsible for collecting, cleaning, and making available to Contractor all equipment furnished by Contractor to Community during any Term of the Service Agreement.
  1. Client acknowledges and accepts that any equipment not collected, cleaned, and returned to Contractor within 30 days from the end of a Service Agreement will be charged to Client at the following rates: FR 13 gallon $50, standard 13 gallon $35, floor mat $30, 55-gallon bin $200, recycling container $45, rolling bin (Market Price for Uline alternative).
  2. It will be the sole responsibility of Client to collect and clean equipment, and to schedule with Contractor a date, within 30 days of Contractor’s final service day, and time to pick-up equipment from a single location.
Limitations On Liability.
1. Contractor may, at Contractor's sole discretion, provide Client with additional services or credit Client for services beyond the scope of Services currently being performed by Contractor for Client (pressure washing, carpet cleaning, landscaping, painting, etc.)
  1. The decision to provide such additional services or reimburse Client for such services, and the acceptance of a commercially reasonable bid amount shall be at the sole discretion of Contractor, and will never exceed $2500 per 12-month period, and will be included in any incentive program or discounted rate calculations.
2. Contractor is not responsible, nor liable, for the contents of any materials placed outside resident's doors, irrespective if materials violate local, municipal, state, federal, laws, and/or ordinances, or Community guidelines.
  1. Client agrees to hold Contractor harmless for any damages or resident property loss deriving from Contractor disposing of items located on residents' doorsteps during Service.
Additional Services for Residents
1. Client acknowledges and accepts that Contractor offers and performs services for individual residents of Client's Community ("Direct Service"), all of which are billed directly to residents from Contractor, and of which Client will not be entitled to any share of revenue. Client recognizes that Direct Services provide cost savings, valuable marketability, and resident experience benefits that more than compensate for any perceived revenue loss to Client in conjunction with Direct Services.
  1. In the event a resident at Client's Community purchases a Direct Service through Contractor, Client shall accommodate Contractor's performance at no additional cost to Contractor, and incorporating all applicable rights, limitations, indemnities, obligations, allowances, and authorities granted through this Agreement in the performance of Direct Services.
  2. If a Service Agreement is terminated for any reason other than Contractor default, Client agrees to reimburse Contractor for the total cost to end Direct Services with residents at the community. Client agrees to honor this cost as an additional termination fee in the Closing Costs, and agrees to pay this prior to Contractor’s final day of Service at the Community.
Copies And Duplicates.
1. Copies of this Agreement are as enforceable as the original signed version of this Agreement
2. This Agreement may be signed separately by the parties. The lack of a copy with both signatures will not reduce this Agreement’s enforceability. In evidence of the parties' agreeance to be bound by the duties, rights, and obligations held herein, they execute this Agreement on the date(s) set forth below.
Governing Laws and Jurisdiction.
1. This Agreement shall be construed and enforced under the laws of Nebraska. In the event of any dispute between the parties hereunder, venue is properly laid in Sarpy County, Nebraska. The parties hereto voluntarily agree to submit to venue in Sarpy County, Nebraska.
Miscellaneous.
1. Account Representative. Each Party will assign one (1) dedicated account representative with the experience and decision-making capabilities to execute and amend the Agreement and similar agreements. All representatives shall be subject to change from time to time by their respective party upon written notice to the other Party. Such representatives shall oversee the performance of the Party's respective obligations under this Agreement. It is anticipated that the account managers shall meet at least once every quarter (or with such other frequency as may be mutually agreed upon) during the Term to review the performance, gather feedback, and review opportunities for additional Services and/or Service Agreements.
  1. Client agrees to notify Contractor within 72hours if their Account Representative is no longer the appropriate contact. Contractor is not responsible for any missed correspondences, or impacts resulting from, any lapse in receiving this notice from Client.
2. Certified Mail. All notices, demands, requests or other communications given under this Agreement shall be sent by the appointed Client Account Representative, and be given by personal delivery, certified mail, return receipt requested, or nationally recognized overnight courier service to the address set forth below or as may subsequently in writing be requested.
  1. If to Client: See Service Agreement herein.
  2. If to Contractor:
    
    VWS LLC,
    
    PO Box 460984
    
    Papillion, NE 68046
    
    (ATTN: MGMT)
Terms & Conditions Update.
1. Contractor may update the Terms & Conditions in this Agreement immediately upon written consent from Client, or at an annual interval, and at their sole discretion, during the month of January. In the event Contractor modifies this agreement, Contractor will notify Client’s designated Account Representative within 72 hours and Client will have up to 30 days from notice to refuse these changes.