Basis of Contract

2.1 This Contract is made up of (1) the Order Form, (2) the Terms and Conditions and (3) the Specification.

2.2 Any terms other than the Order Form, these Terms and Conditions and the Specification that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing, are excluded from the Contract.

2.3 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Terms and Conditions.

Commencement and Duration

3.1 The Contract shall commence on the Effective Date set out on the first page.

3.2 Unless terminated earlier in accordance with clause 9 (Termination), the Contract shall last for the duration of the Services.

Supply, Variation and Standard of Services

Supply of Services

4.1 Subject to clause 4.9, in consideration for payment of the Charges the Supplier shall supply the Services to the Customer. The Supplier shall supply the Services for a single clean or for multiple cleans as indicated on the Order Form.

4.2 The Supplier reserves the right to amend the Specification and/or any part of the Services at any time:

• a) if necessary to comply with any applicable law or regulatory requirement, and/or
• b) if the amendment will not materially affect the nature or quality of the Services,

and the Supplier shall notify the Customer in any such event and make any associated amendments to the Charges arising as a result of the variation.

4.3 Subject to the Customer complying with the Customer’s Obligations, the Supplier shall commence provision of the Services on the Commencement Date, and shall use reasonable endeavours to complete provision of the Services on the Completion Date and otherwise to provide the Services in accordance with any agreed timescales.

4.4 Any dates or timescales referred to in clause 4.3 shall be estimates only.

4.5 Notwithstanding anything in this Contract, time shall not be of the essence for performance of the Services.

4.6 Under no circumstances shall the Supplier be liable to the Customer for any losses, costs or damages arising directly or indirectly as a result of any delay in provision of the Services, whether caused by the Customer or not.

4.7 If the weather conditions at the time of the Services, in the sole opinion of the Supplier, pose a health and safety risk (“Unsafe Conditions”), the Supplier shall not be obliged to carry out that part of the Services affected by Unsafe Conditions.

4.8 In the event that the Supplier is prevented from carrying out the Services due to:

• a) any reason beyond the reasonable control of the Supplier (whether pursuant to clause 12 (Force Majeure) or otherwise);
• b) any adverse conditions, in the reasonable opinion of the Supplier;
• c) inclement weather, in the reasonable opinion of the Supplier;
• d) traffic or road conditions, including without limitation marathons, protests, road closures, rail/underground/bus strikes or restricted transport facilities,
• e) any restricted access or lack of access;
• f) Unsafe Conditions (as defined in clause 4.7), and/or
• g) a Customer Default;

the Supplier shall not be liable to perform or carry out the Services under this Contract.

4.9 In the event that the Supplier is unable to provide the Services for a reason falling within clause 4.8, the Supplier shall notify the Customer and use reasonable endeavours to rearrange the Services for a mutually agreeable time.

4.10 The Customer shall co-operate fully with the Supplier in respect of any Services which the Supplier rearranges under clause 4.9.

4.11 For the avoidance of doubt, the Customer shall be liable to pay the Supplier for all Charges associated with any visit to the Premises by the Supplier as rearranged under clause 4.9.

Variation of Services

4.12 If the Customer wishes to vary all or any part of the Services, the Customer shall notify the Supplier in writing no less than three Business Days prior to the Commencement Date.

4.13 Upon notification of a request to vary the Services under clause 4.12, within a reasonable period of time, the Supplier shall inform the Customer of whether the variation is agreeable and, if so, the terms of any such variation, including without limitation any change in the Charges.

4.14 If the parties agree to the variation, the Supplier shall confirm the variation in writing, such variation to specify:

• a) the date when the variation will commence;
• b) the Service(s) to be provided;
• c) the date(s) for provision of the Services;
• d) the Premises;
• e) the Charges.

Standard of Services

4.15 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

4.16 Under no circumstances shall the Supplier be liable to the Customer for any losses, costs or damages relating to the standard of service, other than in instances of wilful or negligent acts or omissions.

4.17 Upon completion of the Services, the Supplier shall obtain photographic evidence of the Premises and such photographic evidence shall be conclusive evidence of the state of the Premises after completion of the Services.

Customer’s Obligations and Customer Default

Customer’s Obligations

5.1 The Customer shall, at all times, comply with any Customer’s Obligations set out in the Specification.

5.2 Without affecting, limiting or removing any of the obligations in the Customer’s Obligations set out in the Specification, the Customer shall further comply with the Customer’s Obligations set out in clause 5.3.

5.3 The Customer shall:

• a) ensure that the detail of the Order Form and any information it provides is complete and accurate;
• b) co-operate with the Supplier in all matters relating to the Services;
• c) provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Premises and any other of the Customer’s premises, office accommodation and other facilities as reasonably required by the Supplier to provide the Services;
• d) provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects, save that the Supplier shall provide all cleaning materials necessary to provide the Services;
• e) provide the Supplier with all necessary health and safety information relating to the Premises, including without limitation details of any matters which might reasonably be Unsafe Conditions under clause 4.7;
• f) prepare the Premises as required by the Supplier for supply of the Services, including without limitation any facilities specifically required at the Premises;
• g) obtain and maintain all necessary licences, permissions and consents, including parking permits and relevant contact points as appropriate, which may be required for the Services before the date on which the Services are to start;
• h) comply with all applicable laws, relating to the Premises, including without limitation health and safety laws; and
• i) comply with any additional obligations as set out in the Specification.

Customer Default

5.4 For the purposes of this Contract, Customer Default means a failure by the Customer to:

• a) provide access to the Premises, including any failure to do so in a timely manner;
• b) ensure that the Premises meet the minimum requirements specified in the Specification;
• c) ensure that the Premises meet the minimum requirements specified in the Customer’s Obligations;
• d) comply with the Customer’s Obligations;
• e) comply with this clause 5;
• f) to comply with any reasonable instructions of the Supplier.

Intellectual Property

6.1 The Supplier and its licensors shall retain ownership of all Supplier intellectual property rights and of all intellectual property rights in any documents or materials created or acquired in the performance of the Services.

6.2 The Customer and its licensors shall retain ownership of all intellectual property rights in any Customer documentation.

Charges and Payment

7.1 In consideration for the provision of the Services, the Customer shall pay the Supplier the Charges as specified in the Order Form.

7.2 The Customer shall further pay the Supplier such additional charges as specified in and calculated in accordance with the Specification, including without limitation the costs of access panels or other items.

7.3 In the event that the Supplier carries out additional work during the course of the Services, the Supplier shall notify the Customer of such additional works and charges in advance, wherever reasonably possible.

7.4 The Supplier shall be entitled to recover from the Customer any costs associated with parking, permits or other such third party costs incurred during the course of the Services.

7.5 In the event that the Supplier carries out any additional works or charges as outlined in clause 7.3 and clause 7.4, the Supplier shall invoice and the Customer shall further pay any such additional costs or Charges incurred by the Supplier.

7.6 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (“VAT”).

7.7 Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier 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.

7.8 The Customer shall pay each invoice by the due date specified in the invoice into the bank account nominated in writing by the Supplier.

7.9 Time for payment of all sums by the Customer under this Agreement shall be of the essence.

7.10 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under clause 9 (Termination) the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment.

7.11 Interest under clause 7.10 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

7.12 All amounts due under this Contract shall be paid by the Customer in full without any set-off, counterclaim, deduction, discount or abatement, or withholding (other than any deduction or withholding of tax as required by law).

7.13 The Supplier reserves the right to:

• a) increase the Charges under a Multiple Clean Contract an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the retail price index or equivalent in the preceding 12-month period and the first such increase shall take effect on the first anniversary of the Commencement Date;
• b) increase the Charges, whether under a Single Clean Contract or a Multiple Clean Contract or otherwise, by giving notice to the Customer at any time before performance of the Services, to reflect any increase in the cost of provision of the Services to the Supplier that is due to:
  • i) any factor beyond the control of the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); and/or
  • ii) any other increase in staff costs, including without limitation London weighting or the equivalent; and/or
  • iii) any delay caused by any instructions of the Customer in respect of the Services or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Services, whether pursuant to clause 4 or clause 5 or otherwise.

7.14 In the event that the Customer terminates or cancels the Services less than 2 Business days before the Commencement Date, the Customer shall pay the Supplier 50% of the Charges due for the Services.

7.15 In the event that the Supplier has to rearrange the Services due to the Customer Default under clause 5, the Customer shall pay the Supplier 50% of the Charges due for the Services.

Limitation of Liability

8.1 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

• a) death or personal injury caused by negligence;
• b) fraud or fraudulent misrepresentation; and
• c) 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).

8.2 If the Supplier is prevented or delayed in performing its obligations due to any act or omission of the Customer, its agents, subcontractors, consultants or employees, any other Customer Default or breach of clause 5 (Customer’s Obligations and Default):

• a) the Supplier shall not be liable to the Customer or any third party for any costs, charges or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay; and
• b) the Supplier shall be entitled to recover any additional costs, charges or losses the Supplier sustains or incurs arising directly or indirectly from such prevention or delay;
• c) the Customer shall be liable for all costs of any Services which have to be rearranged or rebooked by the Supplier, including any Charges associated with the same, which could not be supplied by the Supplier as a result of the Customer Default.

8.3 In the event of proven loss of or damage to Customer property, caused by the acts or omissions of the Supplier, the Supplier shall reimburse the Customer up to an amount no greater than the limit specified in clause 8.5, provided;

• a) the Customer has notified the Supplier of the loss or damage within 2 Business Days of conclusion of the Services;
• b) where appropriate, the Customer has afforded the Supplier a reasonable period of time to repair or rectify the lost or damaged property;
• c) where appropriate, the Customer has afforded the Supplier a reasonable period of time to replace the lost or damaged property; and
• d) prior to incurring any costs for repair, rectification or replacement, the Customer has obtained prior written authority from the Supplier, confirming the nature of the repair, rectification or replacement, and the associated costs of the same.

8.4 Notwithstanding anything contained in clause 8.3, Supplier’s total liability for repair, rectification or replacement of property shall not exceed the reasonable cost of replacement goods, with deductions made for fair wear and tear as determined by the age of the goods.

8.5 Subject to clause 8.1, the Supplier’s total liability to the Customer for any cause whatsoever shall not exceed the total Charges payable to the Supplier, in respect of the Services regardless of whether or not the same have been invoiced by the Supplier.

8.6 Neither party shall be liable to the other for:

• a) loss of profits;
• b) loss of sales or business;
• c) loss of agreements or contracts;
• d) loss of anticipated savings;
• e) loss of use or corruption of software, data or information;
• f) loss of or damage to goodwill;
• g) indirect or consequential loss.

Termination

9.1 Subject to clause 10 (Consequences of Termination) but without affecting any other right or remedy available to it, either party may terminate a Single Clean Contract by giving the other party not less 5 Business Days’ written notice.

9.2 Subject to clause 10 (Consequences of Termination) but without affecting any other right or remedy available to it, either party may terminate a Multiple Clean Contract by giving the other party not less than one month’s written notice.

9.3 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

• a) the other party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 5 Business Days after receipt of notice in writing to do so;
• b) the other party 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), obtaining a moratorium, 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 ceasing to carry on business [or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction];
• c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
• d) the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

9.4 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:

• a) the Customer fails to pay the Charges or any other amount due under the Contract on the due date for payment; or
• b) there is a change of Control of the Customer.

9.5 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services under the Contract, or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 9.3(b) to clause 9.3(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them.

Consequences of Termination

10.1 On termination of the Contract for any reason, the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt.

10.2 In the event of termination of a Multiple Clean Contract:

• a) subject to paragraph (b), the Supplier shall return any advance payments received in respect of Services which have not been performed at the date of termination, subject to any amounts to be offset under paragraph (b) of this clause 10.2; and
• b) the Customer shall reimburse the Supplier, by way of liquidated and ascertained damages, the difference between the amount for the Services under such Multiple Clean Contract and the amount specified in the Order Form for one off Services (“Difference”) multiplied by the number of Services remaining to be carried out under such Multiple Clean Contract.

10.3 Termination or expiry of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination or expiry.

10.4 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

No Partnership or Agency

11.1 Nothing in this Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.

Force Majeure

12.1 Save where clause 4 and/or clause 5 applies, neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure results from events, circumstances or causes beyond its reasonable control.

Assignment and other Dealings

13.1 The Customer shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without the Supplier’s prior written consent.

13.2 The Supplier may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under the Contract.

Confidentiality and Publicity

14.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party.

14.2 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 carrying out the party’s obligations under the Contract; or where disclosure is required by law, a court of competent jurisdiction or any governmental or regulatory authority; or where the information is already in the public domain without breach of any confidentiality obligations.

14.3 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 14.

14.4 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

14.5 Save where expressly stated to the contrary by the Customer, the Supplier shall be entitled to use the Customer’s name, logo or other intellectual property in any publicity or advertising material.

Entire Agreement

15.1 This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

15.2 Each party acknowledges that in entering into this Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract.

15.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.

Variation

16.1 No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

Waiver

17.1 A waiver of any right or remedy under this Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

17.2 A failure or delay by a party to exercise any right or remedy provided under this Contract or by law shall not constitute 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.

17.3 No single or partial exercise of any right or remedy provided under this Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

Severance

18.1 If any provision or part-provision of this Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable.

18.2 If such modification is not possible, the relevant provision or part-provision shall be deemed deleted.

18.3 Any modification to or deletion of a provision or part-provision under this clause 16 shall not affect the validity and enforceability of the rest of this Contract.

Notices

19.1 Any notice shall be in writing and shall be: delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the address specified in the Order Form.

19.2 Any notice shall be deemed to have been received: if delivered by hand, at the time the notice is left at the proper address; or if sent by first-class post or other next working day delivery service, on the second business day after posting; or if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume, being 9.00 am to 5.00 pm Monday to Friday on a day that is not a public holiday.

19.3 This clause 19 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

Third party rights

20.1 Anyone who is not a party to the Contract cannot enforce any of its terms or conditions whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

Non-Solicitation

21.1 Except in respect of any transfer of employees of the Supplier to the Customer pursuant to the Transfer of Undertakings (Protection of Employment) Regulations 2006 (SI 2006/246), and in order to protect the legitimate business interests of the Supplier, the Customer covenants with the Supplier that it shall not and shall procure that no member of the Customer’s group or other third party contractors shall) (except with the prior written consent of the Supplier) attempt to solicit or entice away or solicit or entice away from the employment or service of the Supplier the employment or services of any person employed by or contractor of the Supplier.

21.2 If the Customer commits any breach of clause 21.1 the Customer shall, on demand, pay to the Supplier a sum equal to one year’s basic salary or the annual fee that was payable by the Supplier of the employee or contractor plus the recruitment costs incurred by the Supplier in replacing such person. The parties confirm that these liquidated damages are reasonable and proportionate to protect the legitimate interest of the Supplier in performance of the Services.

Governing Law

22.1 This Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales.

Jurisdiction

23.1 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.

Counterparts

24.1 This Contract may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same document. Each party acknowledges that an original signature or a copy thereof transmitted by .pdf, or an electronic signature shall constitute an original signature for the purposes of this Contract.