1. DEFINITIONS & INTERPRETATION
1.1 In these Terms & Conditions:
“Client” means the individual, company or organisation who is identified as the Client in the Form of Agreement
“Contract” means the contract for cleaning services between the Firm and the Client comprising the Form of Agreement, these Terms of Business and the Schedule.
“Services” means the cleaning services described in the Schedule
“Site” means the place or places identified in the Schedule where the Services are to be performed
1.2 These Terms of Business are the only terms on which the Firm contracts with its clients and any other terms put forward by the Client are excluded.
2. PROVISION OF SERVICES
The Firm will provide the Services in accordance with the Contract, including staff, equipment and cleaning materials.
The initial period of the Contract is 12 months unless a different period is specified in the Schedule. Unless terminated early in accordance with these Terms of Business, the Contract will continue after the initial period until it is terminated by either the Client or the Firm giving at least three month’s written notice to the other expiring at the end of a calendar month.
4. FEES AND PAYMENT
4.1 The Firm will submit invoices on a regular basis and all invoices are due for payment within the period specified in the Schedule, and if none, then, in the case of monthly contracts, within 14 days from the invoice date. In the case of any one-off contract or series of one-off contracts, payment is due from the Client on receipt of the invoice.
4.2 Any query concerning an invoice must be raised within three days of the date of issue and the Firm will respond promptly. The Client is not entitled to withhold any payment without the Firm’s prior written consent.
4.3 If any payment is not made on the due date, the Firm is entitled to claim interest at the rate calculated in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, but this entitlement does not affect the other rights of the Firm under the Contract.
4.4 All charges are quoted exclusive of VAT for which, at this time, the firm is not required to register, however should the need arise then VAT will be added as appropriate and a VAT invoice or VAT receipt issued.
4.5 All charges are subject to increase after 12 months or on the review date specified in the Schedule, if earlier.
5. FIRM'S OBLIGATIONS
5.1 The Firm will (as far as practicable) ensure that all its cleaners are known to it and/or references have been obtained. The objective of the Firm is to ensure that its personnel are reliable, discreet and honest. The names of personnel working at the Site will be provided to the Client on request.
5.2 The Firm will not knowingly engage any personnel under the age of 18.
5.3 The Firm will supply its personnel with an identifiable uniform.
5.4 The Firm will take proper steps to ensure that its personnel working on the Site comply with the Client’s security procedures and do not take bags other than small handbags onto the Site.
5.5 The Firm will provide cleaning equipment for the Services and will keep the equipment in good working condition.
6. CLIENT’S OBLIGATIONS
6.1 The Client will grant access for the Firm’s personnel during the agreed working hours and will take reasonable steps to ensure that the Firm’s personnel are not obstructed in their duties by any of the Client’s personnel or other visitors to the Site.
6.2 The Client will explain all alarm and security measures to the Firm’s representatives at the start of the Contract and will notify any changes before they are put into effect. Any call-out charges or other costs arising due to activation of alarms will be to the Client’s account even if an alarm is activated by the Firm’s personnel.
6.3 The Client will provide adequate and secure space at the Site for the storage of the Firm's equipment and materials.
6.4 The Client will ensure that the Site is and will during the Contract be adequately lit and remain safe for work and that it will comply with all statutory requirements for the health and safety at work of the Firm's personnel. The Firm may withdraw its personnel from the Site if the Firm reasonably considers that they may be exposed to undue risk or danger.
7. LOSS OF PROPERTY
The Firm will have no liability to the Client for any loss of or damage to property of the Client except to the extent that the loss or damage is (a) caused by the proven negligence or default of the Firm’s personnel and (b) is covered by the public liability insurance maintained by the Firm.
8. CLIENT COMPLAINTS
8.1 Any complaint about the performance of the Contract must be made in writing to the Firm’s representative named in the Schedule within 2 working days of the occurrence and the Firm will take all necessary action, without cost to the Client, to investigate and (unless it reasonably considers that the complaint was not justified) take any necessary remedial action.
8.2 In the absence of complaint it will be assumed that the Client is satisfied with the Firm's performance of the Contract.
9. SUSPENSION OF SERVICES
Failure by the Client to pay any invoice in full within 15 days of the due date or to comply with any of its other obligations under the Contract will entitle the Firm to suspend its Services under the Cleaning Contract until the Client has complied with its obligations. At least 3 days notice to suspend will be given by the Firm.
10.1 Either party may terminate this Contract by not less than three month’s notice to the other expiring not earlier than the end of the initial period.
10.2 Either party may terminate the Contract by written notice if the other:
(a) becomes insolvent, or has a liquidator, receiver or administrator appointed, or
(b) commits a breach of the Contract and, in the case of a breach that can be remedied, fails to remedy it within 21 days after written notice requiring it to be remedied.
10.3 If the Client terminates the Contract without notice or with less notice than is agreed, the Client agrees to compensate the Firm in full on demand for contractual pay in lieu of notice and statutory pay and compensation for unfair dismissal becoming due to any personnel for which the Firm becomes liable as a result of the termination.
11. FORCE MAJEURE
The Firm will not be liable for any failure in the performance of any of its obligations under the Contract caused by factors outside its control. Any such event will be notified as soon as possible and the Firm will take all reasonable steps to overcome the problem and resume its obligations.
All information acquired by the Firm relating to the Client's business will be treated by the Firm as confidential and the Firm will not make any use or disclosure of it. The Firm will (if requested by the Client) require its personnel to enter into written confidentiality undertakings. The Client will also keep confidential all information it obtains concerning the Firm’s business. The confidentiality obligations will survive termination of the Contract.
13. NO SOLICITING OF FIRM’S EMPLOYEES
During the Contract and for six months after its termination the Client will not directly or indirectly solicit either on its own account or on behalf of any third party the services of any of the Firm's personnel (whether on a full or part-time basis) who work in any capacity under the Contract at the Site. The Client will be liable to pay compensation to the Firm for any breach of this clause equal to three months’ earnings of any person who is induced to leave the Firm.
The Firm will have no liability to the Client (in contract or in tort) for any loss of income, loss of profit or any other indirect or consequential loss. The Firm’s liability for any breach of contract or negligence in any month will be limited to the charges payable during that month. However, liability for death or injury caused by the negligence of the Firm is not limited.
15. LAW & DISPUTES
15.1 If a dispute occurs the parties will endeavour to resolve it amicably by direct negotiation between their respective chief executives or other senior managers.
15.2 Either party may require that any dispute that is not resolved by negotiation may be referred to mediation on the application of either party. In that case, unless otherwise agreed, the mediation will be conducted in accordance with the CEDR (Centre for Effective Dispute Resolution) Rules then in force.
15.3 Any dispute that is not resolved by negotiation or mediation will be finally settled by the English courts.
15.4 The Contract is governed by English law.
16.1 Entire Agreement. This Contract constitutes the entire agreement between the parties relating to its subject matter and supersedes all previous communications, representations and other arrangements, whether oral or written. The Contractor acknowledges that no reliance is placed on any representation made by the Client but not embodied in this Contract.
16.2 Waiver. No delay or failure by either party to exercise any of its rights under this Contract will operate as a waiver of them. To be effective, a waiver must be in writing.
16.3 Severability. If any part of this Contract is held by a court to be unenforceable or invalid, the remaining provisions of the Contract will continue in effect.
16.4 Assignment. Neither party will be entitled to assign any of their interests in the Contract to any third party without the prior written consent of the other party. This clause will not restrict the Firm from subcontracting any of its obligations.
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HIGH DEFINITION CLEANING LIMITED
Kao Hockham Building