III. COMMERCIAL CLIENTS TERMS
1 These terms and conditions of business constitute a contract of agreement between Decent Cleaning and the Client:
2 The Company shall provide the cleaning services in accordance with these terms and conditions and its specification (“the Cleaning Services”)
2.1 The Company shall provide all labour, cleaning equipment where agreed and supervision necessary for the provision of the Cleaning Services.
2.2 The Client shall provide without charge to the Company all necessary light, hot water and other facilities required to carry out the work together with suitable secure storage facilities for any materials and equipment which the Company may wish to leave at the premises. Provided that materials and equipment are left by the Company in such secure storage then they shall be at the Client’s risk and the Client shall indemnify the Company against any loss or damage to such items.
3 In order to facilitate cleaning and to prevent papers and documents being mislaid, the Client shall, so far as possible, clear all desks and ledges prior to the commencement of work as well as the space in front of all windows and other glass to be cleaned.
3.1 Under no circumstances shall the Company’s Employees be required by the Client to clean any cracked or broken glass or any broken windows which are or appear to be unsafe or dangerous or to do anything which might expose them to unusual or unreasonable risk or injury. The Client shall be liable for any injury or damage caused by its failure to comply with this condition.
3.2 The Company reserves the right without penalty or prejudice to the Agreement to refuse to carry out work under conditions which it considers dangerous to the health or safety of any of its Employees working on the premises.
3.3 The Client warrants that the premises are safe for work and comply with all statutory requirements.
3.4 The Client shall maintain the premises in a safe condition for the work to be carried out and shall comply with its obligations under the Health & Safety Act 1974 and any statutory amendment thereof. The Client shall warn the Company of any unusual hazard in advance of the work being carried out.
4 The Company confirms that it will take steps to safeguard the health and safety of its own employees and bring to their notice the safety policies of the Company and (if so advised) the Client.
5 The Company is insured in respect of its own legal liability for accidents to its own Employees and for Third Party Risks.
5.1 The Company shall be liable up to a maximum sum of £1,000,000, but no more unless otherwise expressly agreed in writing for any direct damage to or loss of the Client’s Property caused by the negligence of the Company’s employees acting within the terms of their employment provided that the Company shall both have been notified of such damages within 24 hours of occurrence and also have received full written details at its main office within 48 hours of occurrence, other than as provided for in Condition 11 hereof in regard to carpet cleaning.
5.2 Under no circumstances shall the Company be liable for any indirect or consequential damage or loss suffered by the Client howsoever arising.
5.3 To help the Company maintain its high standards, the Client shall subject to sub-paragraph (5.1) above notify any complaints to its main office in writing as soon as practicable. In the absence of any such notification it will be presumed that the work has been performed to the Client’s satisfaction.
6 Unless otherwise expressly agreed in writing the Company shall not be required to carry out the work on Weekends, Bank Holidays, Good Friday or Christmas Day.
6.1 If the Company shall be denied reasonable access to the premises or otherwise prevented from providing the services specified at the times agreed it shall be deemed to have performed its obligations in full and the Client shall not be entitled to any reduction in the contract price.
7 In the event of the Client during the course of the Agreement moving to other premises or extending the premises or making any changes which may increase the cost to the Company of carrying out its obligations the Agreement shall not terminate the Company shall provide a revised specification for the provision of Cleaning Services and this contract shall continue in force as altered with the price being fairly and reasonably adjusted accordingly.
8 The Agreement may be suspended by the Company for the period when by reason of war, riot, fire, strike, trade dispute or (without limitation) any cause beyond the Company’s control the Company shall be unable to carry out the work and the Company shall not be liable for any loss or damage arising there from.
9 The Company reserves the right after consultation with the Client to adjust the price stated in the quotation by any increase between the date of the quotation and the date of the contract in the direct cost to the Company of labour and/or materials to fulfil the contract.
9.1 All hours, staff numbers and rates of pay referred to in any cost breakdown are the anticipated levels at which the Company will be operating. The Company reserves the right to adjust these if required.
9.2 The company shall render invoices for services at the commencement of the service with the Client for one calendar month or part thereof and every calendar month thereafter, unless otherwise expressly agreed in writing all invoices shall be paid without any discount deduction or set-off by the end of the calendar month in which the service is provided. The Company reserves the right to charge interest at the rate permitted by the Late Payment of Commercial Debts Regulations (Interest) Act 2013 on any overdue payment. If the payment of any invoice shall be overdue by 7 days, the Company may (without prejudice to any other remedy it may have against the Client) suspend or terminate service under the contract until all monies and interest on them have been paid in full and the Customer’s other obligations have been fully complied with.
9.3 In any event Decent Cleaning will suspend work if payment is not received by the end of the month following its due date and such action will neither invalidate the contract nor constitute a breach of contract by Decent Cleaning.
9.4 The Company reserves the right to require payment for the invoices before continuing to deliver services under the contract.
9.5 Upon termination of the contract i.e. by or on the last day of the contract term, all outstanding invoices must be paid.
10 During the currency of the Agreement and for a period of 12 months after its determination howsoever occasioned the Customer shall not (i) employ any person who shall have been an Employee of the Company concerned with the cleaning of the premises during the currency of the Agreement nor (ii) induce any person to leave employment nor (iii) introduce any person to any other person, firm or company which is or likely to be in competition with the Company.
11 In regard to carpet cleaning:-
11.1 The Company shall not be liable for any colour run shrinkage damage or deterioration in fabric or colour due to wear fade or spillage. Although the Company shall make all reasonable efforts to remove stains, it shall not be liable for any reaction of the cleaning process on carpet fibres nor when the nature of the stain has not been disclosed by the Client.
11.2 The Company maintains insurance cover for a total sum of £1,000,000 and shall not be liable to the Client any loss or damage not covered by any such insurance. In any event the Company shall not be liable for any damage to the carpet unless a written complaint shall first have been made to its main office within 7 days of the work being carried out.
12 Unless otherwise expressly agreed in writing, the Agreement shall run for an initial 12 months from the commencement of the work and thereafter shall continue from year to year until determined by either party giving to the other not less than 2 months notice in writing to expire upon an anniversary of the commencement of the work.
13 If the Client terminates the contract without notice or with less notice than is agreed the Client agrees to compensate the Company on a full indemnity basis upon demand for contractual pay in lieu of notice and statutory pay and compensation for redundancy and unfair dismissal and all associated costs (including legal costs) for which the Company becomes liable as a result of such termination.
14 If for the purpose of providing the Cleaning Services the Client has required the Company to obtain (or if in order to provide the Cleaning Services the Company has advised the Client that it has to obtain) a particular item or items of equipment then if in breach of contract the Client terminates this agreement before the end of the contractual term then in addition to any other damages claimable the Company shall be entitled to recover from the Client a fair proportion (according to the length of the contract) of the costs of acquisition less (if applicable) the second-hand market value of such equipment.
15 Either party may release or compromise the liability of the other under this agreement or grant to the other time or other indulgence without affecting that party’s liability.
16 The Client may not without the prior written consent of the Company assign or dispose of the Agreement, part with any interest in it or delegate any of the rights conferred by it.
17 No person other than the Company and the Client shall acquire any enforceable rights under or in connection with this agreement.
18 The Client warrants to the Company that none of its employees nor the employees of any other party who has been involved in the provision of services similar to those under this Agreement will become employees of the Client by reason of the transfer of the provision of such services to the Company and the Transfer of Undertakings (Protection of Employment) Regulations 1981 (“the Transfer Regulations”).The Client will indemnify and hold harmless the Company in respect of any claims costs demands and liabilities by reason of the application of the Transfer Regulations to the provision of the Cleaning Services.
19 Unless otherwise expressly agreed in writing where the Client is a managing agent on behalf of a third party then the obligations of the Client shall be deemed to be the joint and several liability of the managing agent and the third party who shall together be deemed to be the Client for the purposes hereof.
20 If during the currency of this Agreement there is imposed on the Company any new governmental tax charge or other imposition then the Company shall give notice to the Client who shall be bound to pay a fair proportion of such costs to the Company by way of increase in the price.
21 Either party may terminate this Agreement without prior notice if the other:
21.1 makes any assignment of its business for the benefit of creditors
21.2 has a receiver; administrative receiver or similar officer appointed of all or part of its property;
21.3 becomes bankrupt or goes into liquidation (except with the other’s consent) for the purpose of amalgamation or reconstruction; or
21.4 commits a material breach of this agreement and fails to remedy it within 20 days after written notice requiring it to be remedied.
22 The Company may wholly or partly sub-contract the performance of the services.
23 Whilst every care will be taken by its employees, the Company shall not be liable for any costs incurred for accidental errors in setting or un-setting alarm systems.
24 If the Client is in breach of the terms of the Agreement then it shall on a full indemnity basis hold harmless and compensate the Company for all costs resulting there from including (without limitation) its reasonable and proper legal costs of seeking to remedy the said breach.
25 Any notice required or allowed under this Agreement shall be deemed properly given if an e-mailed sent and delivered to the Client its usual invoice e-mail address given to the Company as main contact.
26 This Agreement shall be governed by English law and the parties consent to the exclusive jurisdiction of the English Courts in all matters regarding it.
27 References to the Agreement refer to the contract as constituted by the Company’s final written quotation (including these Terms & Conditions) and its acceptance by the Client. No qualification or amendment of these Terms & Conditions shall apply unless expressly agreed in writing by the Company.