Terms of Business
Last Updated 08/01/2020
In these Conditions, the following definitions apply:
Agreement: the agreement between the Company and the Client for the supply of Services for the Term in accordance with the Conditions and the agreed terms.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Cleaning Operatives: means any employees, workers, agents or consultants and subcontractors of the Company.
Cleaning Visit: means such visits by the Cleaning Operatives to the Premises as outlined in the agreed terms.
Conditions: these terms and conditions as amended from time to time in accordance with clause 21.
Data Protection Legislation: the UK Data Protection Legislation and (for so long as and to the extent that the law of the European Union has legal effect in the UK) the GDPR and any other directly applicable European Union regulation relating to privacy.
Designated Cleaning Time: such times as agreed between the parties or varied by the Company where necessary in their absolute discretion.
GDPR: General Data Protection Regulation ((EU) 2016/679).
Losses: means liabilities, costs, expenses, damages and losses (including but not limited to any direct losses, loss of profit, loss of reputation and all interest, penalties and reasonable legal costs and all other reasonable professional costs and expenses).
Materials: includes all materials required by the Company for the provision of the Services.
Monthly Fee: the monthly charges payable by the Client for the supply of the Services as stipulated in the agreed terms and which may be amended by the Company pursuant to clause 6.2.
Utilities: includes all gas, electricity, water supplies and any other standard utilities required by the Company in order to carry out the Services from time to time.
UK Data Protection Legislation: any data protection legislation from time to time in force in the UK including the Data Protection Act 1998 or 2018 or any successor legislation.
1.2. The words and phrases defined in the agreed terms shall have the same meaning when used in these conditions.
2 Basis of agreement
2.1 The Client hereby recognises and agrees that by accepting (and continuing to use) the Company’s Services, signing these Conditions or placing an order for the Services by telephone or e-mail, this shall constitute the Client’s acceptance of these Conditions.
2.2 These Conditions and the agreed terms constitute the entire Agreement between the parties and shall apply both to the Services and any agreed additional products or services to be provided to the Client by the Company during the Term. The Client acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Company which is not set out in the Agreement.
2.3 These Conditions apply to the Agreement to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3 Supply of services
3.1 The Services will be provided by the Company on the basis of the Agreement.
3.2 The Company shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Company shall notify the Client in any such event.
3.3 The Company warrants to the Client that the Services will be provided using reasonable care and skill.
4.1 General cleaning materials and equipment (“Materials and Equipment”) will be provided by the Company for the duration of the Term, unless otherwise notified by the Company.
4.2 The Client hereby recognises that the Materials and Equipment shall at all times remain the property of the Company and the Client shall have no right, title or interest in or to the Materials and Equipment. Upon the expiry of the Term, the Client’s benefit of such Materials and Equipment shall cease and the Company shall be entitled to access the Premises in order to retrieve the Materials and Equipment.
4.3 The Client hereby recognises that whilst any Hire Equipment (if applicable) shall at all times remain the property of the Company and the Client shall have no right, title or interest in or to the Hire Equipment, in the event that the Agreement is terminated by the Company pursuant to clause 11.3 or the Client fails to terminate the Agreement in accordance with clause 11.2, the Client shall indemnify the Company for any continuing costs remaining due under the terms of any such Hire Equipment, including but by no means limited to any monthly payment sums, penalties and or administration costs.
5 Obligations of the client
5.1 The Client shall:
(a) co-operate with the Company in all matters relating to the Services;
(b) ensure that this Agreement is entered into by an authorised representative of the Client;
(c) provide the Cleaning Operatives with access to the Premises, office accommodation and other facilities as reasonably required by the Company (including keys which allows the Company’s representatives to access the Premises without any special efforts or skill);
(d) provide the Company with such information as the Company may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;
(e) provide clear instructions to the Cleaning Operatives where they are required to use equipment that is provided by the Client;
(f) provide any special and clear instructions to the Cleaning Operatives for deactivation / activation of any alarm systems at the Premises (and for the avoidance of doubt the Company shall not be responsible in any way for triggering any such alarm systems);
(g) provide all Utilities as necessary for the performance of the Services;
(h)provide the Cleaning Operatives with a working telephone line at the Premises in order to check in and out during each Cleaning Visit;
(i) inform the Company of any known health and safety issues prior to the commencement of this Agreement or at any time during the Term as soon as any such issues arise;
(j) be solely responsible for their and their employees, workers, agents, consultants, subcontractors and customers/clients observance of all health and safety precautions necessary for their and any other persons protection.
(k) ensure that the conditions of the Premises are not, in the sole opinion of the Company, dangerous to the health and safety of the Cleaning Operatives or members of the public operating on the Premises.
5.2 If the performance of the Company of any of its obligations under the Agreement is prevented or delayed by an act or omission by the Client or failure by the Client to perform any of its obligations (“Client Default”):
(a) the Company shall without limiting its other rights or remedies have the right to suspend or delay performance of the Services until the Client remedies the Client Default;
(b) the Company shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the failure or delay of the Company to perform any of its obligations as a result of the Client Default; and
(c) the Client shall pay the Company the full cost for any such cleaning visit as if the Company had carried out the Service.
5.3The Client shall not provide the Cleaning Operatives with bottled bleach or request that the Cleaning Operatives use bottled bleach. The Company shall not be liable under any circumstances for any loss or damage to the Client’s property or Premises caused by bottled bleach or any bleach containing products.
6 Charges and payment
6.1 Subject to clause 6.2, the Monthly Fee for the Services will be payable each month for the duration of the Term (and as extended pursuant to clause 11.2).
6.2 The Company reserves the right to alter the Monthly Fee at any time in order to reflect:
(a) A change in the Client’s requirements (as detailed in the agreed terms), including but by no means limited to an increased number of employees, location of Premises or size of their Premises; or
(b) Any increased costs which are outside the Company’s general control and incurred by the Company in order for them to provide the Services, including but by no means limited to any increases to the Retail Prices Index (or any similar official index replacing it) or an increase to the National Minimum Wage for all employees or workers of the Company.
6.3 The Company shall invoice the Client the Monthly Fee throughout the Term, with such invoices to be sent out monthly, and payment shall be due from the Client in the form of a direct debit OR BACS payable on the Monthly Payment Date referred to in the agreed terms.
6.4 For the avoidance of doubt, no payment of any kind (including the Monthly Fee) can be made directly to the Company’s operatives.
6.5 All amounts payable by the Client under the Agreement are exclusive of amounts in respect of value added tax chargeable for the time being (“VAT”). Where any taxable supply for VAT purposes is made under the Agreement by the Company to the Client, the Client shall, on receipt of a valid VAT invoice from the Company, pay to the Company such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
6.6 If the Client fails to make any payment due to the Company under the Agreement by the due date for payment, then the Client shall pay interest on the overdue amount at the rate of 8% per annum above the Bank of England’s base rate at that time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgement. The Client shall pay the interest together with the overdue amount.
6.7 In the event that the Company is forced to refer the Client’s account for collection to a third party then additional costs may be added to the outstanding amount by the debt collecting third party company.
6.8 The Client shall pay all amounts due under the Agreement in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Company may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by the Company to the Client.
7 Varying the Services
7.1 In the event that the Client needs to change a Designated Cleaning Time, whilst the Company shall do its best to accommodate the Client, this is strictly subject to availability and the Client is required to provide the Company with at least 24 hours’ notice. Please note that in the event the Company is able to accommodate the Client, the Company cannot guarantee that the same Cleaning Operative will be available on the new day.
7.2 The Client hereby recognises that under the terms of the Agreement the Services shall not be provided by the Company on any public holidays and the Monthly Fee reflects this. In the event that the Client requires the Company to carry out additional cleaning at their premises on a public holiday, the Client hereby expressly recognises and agrees that the Company shall be entitled to charge in addition to the Monthly Fee, with such amount to be agreed by the parties prior to any such additional services being undertaken.
8 Data Protection & Data Processing
8.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 8 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation. In this clause 8, Applicable Laws means (for so long as and to the extent that they apply to the Company) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.
8.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the data controller and the Company is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).
8.3 Without prejudice to the generality of clause 8.1, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data (as defined in the Data Protection Legislation) to the Company for the duration and purposes of the Contract.
8.4 The Client will indemnify and hold harmless the Company against all liabilities, costs, expenses, damages and losses (including but not limited to any direct losses, loss of profit, loss of reputation and all interest, penalties and reasonable legal costs and all other reasonable professional costs and expenses) suffered or incurred by the Company arising out of or in connection with any failure by the Client to satisfy its obligations under clause 8.3 or any breach by the Client of the Data Protection Legislation.
8.5 Without prejudice to the generality of clause 8.1, the Company shall, in relation to any Personal Data processed in connection with the performance by the Company of its obligations under the Contract:
8.5.1 Process that Personal Data only on the written instructions of the Client unless the Company is required by Applicable Laws to otherwise process that Personal Data. Where the Company is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, the Company shall promptly notify the Client of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Company from so notifying the Client;
8.5.2 Ensure that all personal who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;
8.5.3 Not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Client has been obtained.
8.5.4 Notify the Client without undue delay on becoming aware of a Personal Data breach;
8.5.5 At the written direction of the Client, delete or return Personal Data and copies thereof to the Client on termination of the agreement unless required by Applicable Law to store the Personal Data; and
8.5.6 Maintain complete and accurate records and information to demonstrate its compliance with this clause 7.
8.6 The Company may, at any time on not less than 30 days’ notice, revise this clause 8 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract).
9.1 Subject to clauses 9.2 and 10 the Company shall maintain public liability insurance which will cover damage caused by a Cleaning Operative up to £5,000,000, with all claims subject to an excess of £250.
9.2 The Client hereby agrees that due to the nature of the Services, the Company shall only be required to consider and correct any problems reported within 24 hours from the damage being caused (notwithstanding if damage is caused on a Saturday it must be reported by 12:00 noon on the Monday in order to be accepted as a valid claim).
9.3 The Client recognises and accepts that should they fail to notify the Company of any damage in accordance with clause 9.2, the Company shall not be required to consider or correct any damage caused.
10 Limitation of liability
10.1 Nothing in these Conditions shall limit or exclude the liability of the Company for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; or
(b) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
10.2 The Company shall under no circumstances whatsoever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Agreement.
10.3 The Company shall not be liable under any circumstances for any Losses which may be suffered or incurred by the Client arising from or in any way connected with a late arrival of a Cleaning Operative at the service address. The Company endeavours to be punctual for any visit but sometimes due to transport related and other problems which are beyond the Company’s control, the Cleaning Operatives may arrive with a delay or the Cleaning Visit may be rescheduled.
10.4 The Company shall not be liable under any circumstances for any Losses which may be suffered or incurred by the Client arising from or in any way connected with:
(a) A cleaning job not complete due to the lack of suitable/enough cleaning materials, equipment not in full working order, or the Client’s failure to provide the Utilities;
(b) Any damage due to faulty and/or improper installation of any item with the Client recognising that the Company shall assume that all surfaces (including but not limited to marble, granite etc) are assumed sealed and ready to clean without risk of harm and therefore no liability shall attach to the Company in the event of damage being caused in this regard;
(c) Any third party entering or present at the Premises during the Cleaning Visit;
(d)Any existing damage to the Client’s property or the Premises (including but by no means limited to old stains, burns or spillages); or
(e) Any damages caused by any faulty equipment or materials supplied by the Client.
10.5 The total liability of the Company to the Client in respect of all other losses arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total amount charged by the Company for the Services during the previous 12 months.
10.6 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Agreement.
10.7 This clause 10 shall survive termination of the Agreement.
11.1 Without affecting any other right or remedy available to it, the Company may terminate the Agreement upon the expiry of the Term.
11.2 Unless terminated by the Company pursuant to clauses 11.1 or 11.3 or by the Client in accordance with this clause 11.2, the Agreement shall continue for the Term and shall automatically extend for 12 months (“Extended Term”) at the end of the Term and at the end of each Extended Term thereafter. The Client may give written notice to the Company not later than 3 months before the end of the Term or the relevant Extended Term, to terminate the Agreement at the end of the Term or the relevant Extended Term, as the case may be.
11.3 Without limiting its other rights or remedies, the Company may terminate the Agreement with immediate effect by giving written notice to the Client if:
(a) the Client commits a material breach of any term of the Agreement and (if such a breach is remediable) fails to remedy that breach within 14 days of receipt of notice in writing to do so;
(b) where the Client is a company, the Client takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or any third party takes such a step in relation to the Client;
(c) where the client is an individual, the Client takes any step or action in connection with its entering bankruptcy or any third party takes such a step in relation to the Client;
(d)the Client suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;
(e) the Client’s financial position deteriorates to such an extent that in the opinion of the Company the capability of the Client to adequately fulfil its obligations under the Agreement has been placed in jeopardy;
(f) the Client (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation;
(g) the Client fails to pay any amount due under this Agreement on the due date for payment and fails to pay all outstanding amounts within 30 days after being notified in writing to do so; or
(h)the Client suspends or ceases carrying on its business at the Premises.
11.4 Without limiting its other rights or remedies, the Company may suspend provision of the Services under the Agreement or any other contract between the Client and the Company if the Client becomes subject to any of the events listed in clause 11.3(b) to clause 11.3(e), or the Company reasonably believes that the Client is about to become subject to any of them, or if the Client fails to pay any amount due under this Agreement on the due date for payment.
12 Consequences of termination
12.1 In the event that the Agreement is terminated by the Company pursuant to clause 11.3 or the Client fails to terminate the Agreement in accordance with clause 11.2, without prejudice to any other rights or remedies of the Company, the Client hereby recognises and agrees that they shall:
(a) pay all Monthly Fees and other sums due but unpaid at the date of such demand together with any interest accrued pursuant to clause 6.6;
(b) pay to the Company on demand a sum equal to the total of all the Monthly Fees that would (but for the termination) have been payable during the Term if the Agreement had continued from the date of such demand to the expiry of the Term; and
(c) indemnify the Company against all Losses arising out of or in connection with any claims or rights of action that any of the Cleaning Operatives has or may have in relation to their employment, whether under common law, contract, statute or otherwise, in connection with the termination of the Contract, including, but by no means limited to, any claims brought by the Cleaning Operatives that their contracts of employment have been transferred to a new cleaning company which the Client chooses to employ as a result of the termination by the Company pursuant to TUPE; any claims brought by the Cleaning Operatives for wrongful or unfair dismissal; any claims brought by the Cleaning Operatives for any redundancy payments, whether statutory or otherwise; and any other claims, employment related or otherwise, brought by the Cleaning Operatives against the Company.
12.2 Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
13 Force majeure
13.1 For the purposes of this Agreement, Force Majeure Event means an event beyond the reasonable control of the Company including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Company or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or government order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, snow, storm or default of Companies or subcontractors.
13.2 The Company shall not be liable to the Client as a result of any delay or failure to perform its obligations under this Agreement as a result of a Force Majeure Event.
13.3 If the Force Majeure Event prevents the Company from providing any of the Services for more than 6 weeks, the Company shall, without limiting its other rights or remedies, have the right to terminate this Agreement immediately by giving written notice to the Client.
14 Cleaning operatives
If the Client considers that the Services being provided by a Cleaning Operative are inadequate, the Client may request in writing that the Cleaning Operative be replaced along with the reasons and any evidence in support of such request (the “Request to Replace”). Upon receipt by the Company of a Request to Replace, if in the Company’s opinion the Request to Replace is reasonable, the Company may, in their absolute discretion, replace that Cleaning Operative.
15.1 Any notice or other communication given to a party under or in connection with the Agreement shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first-class post or other next working day delivery service, commercial courier, email (using the email address firstname.lastname@example.org only).
15.2 A notice or other communication shall be deemed to have been received: if delivered personally, if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by e-mail (using the email address email@example.com only), one Business Day after transmission.
15.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
16.1 The Company may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Agreement and may subcontract or delegate in any manner any or all of its obligations under the Agreement to any third party or agent.
16.2 The Client shall not, without the prior written consent of the Company, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.
17.1 If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Agreement.
17.2 If one party gives notice to the other of the possibility that any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and to the greatest extent possible, achieves the intended commercial result of the original provision.
A waiver of any right or remedy under the Agreement or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
19 No partnership or agency
Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
20 Third party rights
A person who is not a party to the Agreement shall not have any rights to enforce its terms.
Subject to clause 7.1, the Company reserves the right to make any changes to any part of these Conditions without giving any prior notice.
22 Governing Law
The Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).