The Customer’s attention is particularly drawn to the provisions of clause 8.
1.1 Definitions. In these Conditions, the following definitions apply:
Business Day: means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Charges: means the charges payable by the Customer for the supply of the Services in accordance with clause 5.
Commencement Date: has the meaning set out in clause 2.2.
Conditions: means these terms and conditions as amended from time to time in accordance with clause 11.8.
Contract: means these Conditions the Order Form and any other document where expressly incorporated for the supply of the Services by the Supplier.
Customer: means the person or firm who purchases Services from the Supplier.
Deliverables: means the monitoring forms which will be sent monthly to the Customer and any deliverables as specified in the Specification appended hereto.
Excluded Services: means the cleaning of body spillage, external windows or internal windows unless specifically agreed between the Customer and the Supplier in the Specification.
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Order Form: means the sheet to which these Conditions are appended.
Minimum Charge: means the charge shown in the Order Form.
Services: means the supply of cleaning services and the Deliverables (if any) by the Supplier in accordance with the Specification but not including the Excluded Services.
Specification: means the description or specification of the Services as appended.
Supplier: is Clean Shield Professional Limited registered in England and Wales with company number 06853453.
Supplier Materials: has the meaning set out in clause 4.1.8.
Weekend Day: is either a Saturday or Sunday which will be charged at an enhanced rate as agreed between the Customer and Supplier and set out on the Order Form.
1.2 Construction. In these Conditions, the following rules apply:
1.2.1 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
1.2.2 a reference to a party includes its personal representatives, successors or permitted assigns;
1.2.3 a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
1.2.4 any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
1.2.5 a reference to writing or written includes e-mails.
2. Basis of contract
2.1 All orders for Services shall be deemed an offer by the Customer to purchase Services from the Supplier in accordance with these Conditions.
2.2 Such orders shall only be deemed to be accepted when the Supplier issues written acceptance of the order to the Customer at which point and on which date the Contract shall come into existence (Commencement Date).
2.3 The Contract shall commence on the Commencement Date and shall, subject to Clause 9 below, continue in force for a period of 12 months.
2.4 The parties agree that 9 months after the commencement hereof they shall enter into discussions in good faith with a view to extending the Contract on the same or similar basis.
2.5 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract. Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or any other contract between the Supplier and the Customer for the supply of the Services.
2.6 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.7 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 60 Business Days from its date of issue.
3. Supply of Services
3.1 The Supplier shall use reasonable endeavours to provide the Services to the Customer in accordance with the Specification.
3.2 The Supplier shall use all reasonable endeavours to provide the Service within any agreed timescales. However, these timescales are estimates only and whilst all reasonable steps will be taken to ensure compliance with such dates and times the Supplier shall not be liable for any delay or any loss suffered as a result of such delay in the provision of the Services howsoever caused.
3.3 The Supplier 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 Supplier shall notify the Customer in any such event.
3.4 The Services will be provided in a fair and professional manner and the Supplier shall exercise reasonable skill and care in the provision thereof.
3.5 The Customer shall not during the continuance of the Contract allow any other person, firm or company to carry out the Services.
3.6 If the Customer should request the Supplier to provide any additional Services then the Supplier may, at their sole discretion, do so. However, the Supplier shall not do so until and unless the exact nature and cost of the additional Services are agreed in writing. Any additional Services so provided will form part of the Contract.
4. Customer’s obligations
4.1 The Customer shall:
4.1.1 ensure that the terms on the Order Form and any information it provides in the Specification are complete and accurate;
4.1.2 co-operate fully with the Supplier in all matters relating to the Services;
4.1.3 provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by the Supplier;
4.1.4 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 accurate in all material respects;
4.1.5 ensure that access to the Customer’s premises, for the Supplier is available at the requisite time for the provision of the Services as set out in the Specification by providing either a set of keys advance before the Commencement Date or by ensuring someone is at the property on the day of the supply of the Services. In the event of the Supplier being unable to obtain access to the property for what ever reason, the Customer will be subject to the Minimum Charge;
4.1.6 ensure the reasonable safety of the Supplier, its employees, agents, consultants and subcontractors,
4.1.7 obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start;
4.1.8 keep and maintain all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation;
4.1.9 not, without the prior written consent of the Supplier, at any time from the date of the Contract to the expiry of 6 months after completion of the Services, solicit or entice away from the Supplier or employ (or attempt to employ) any person who is, or has been, engaged as an employee, consultant or subcontractor of the Supplier in the provision of the Services.
5 Charges and payment
5.1 Subject to any special terms agreed, the Customer shall pay the Supplier’s Charges and any additional sums which are agreed between the parties for the provision of the Services.
5.2 The Supplier may vary their Charges from time to time by giving the Customer not less than 2 week’s written notice.
5.3 All charges quoted to the Customer for the provision of the Services are exclusive of any Value Added Tax and other applicable taxes, for which the Customer shall be additionally liable at the applicable rate from time to time.
5.4 The Supplier will invoice the Customer monthly at the end of the month in arrears.
5.5 The Supplier’s Charges and any additional sums payable shall be paid by the Customer (together with any applicable Value Added Tax, and without any set-off or other deduction) within 14 days of the date of the invoice. Time for payment shall be of the essence.
5.6 If payment is not made by the due date, the Supplier shall be entitled without limiting any other rights they may have, to:
5.6.1 terminate these Conditions immediately; and
5.6.2 charge interest on the outstanding amount (both before and after any judgment) on a daily basis at the rate of 4 per cent above the base rate from time to time of Barclays Bank Plc from the due date until the outstanding amount is paid in full.
5.7 The Customer shall not be entitled by reason of any set-off, counter-claim, abatement or analogous deductions withhold payment of any amount due to the Supplier without the Customer’s prior written consent.
6 Intellectual property rights
6.1 These Conditions do not assign, nor does it constitute an agreement to assign, any of the Supplier’s Intellectual Property Rights to the Customer.
6.2 The Customer shall not use the Supplier’s Intellectual Property Rights except as expressly permitted in writing by the Supplier.
6.3 The Customer shall not do anything which may impair the Supplier’s rights, title and interest in and to any of the Supplier’s Intellectual Property Rights or which might prejudice their distinctiveness or validity or the goodwill in relation thereto accruing to the Supplier.
A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 7 shall survive termination of the Contract.
8 Limitation of liability: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
8.1 Except as expressly stated in these Conditions all warranties, terms and conditions whether oral or written, express or implied, by law, custom or otherwise including, but not limited to, warranties as to description, fitness for purpose, quality or otherwise are hereby excluded to the fullest extent permissible by law.
8.2 The Supplier shall not be liable to the Customer for any loss, damage, cost, expenses or other claims for compensation arising from any information that is incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or which arises from its late arrival or non-arrival, or any other fault of the Customer.
8.3 The Supplier shall be under no liability:
8.3.1 in respect of any defect in the Services arising from any drawing, design or specification supplied by the Customer;
8.3.2 in respect of any defect arising from wilful damage, abnormal working conditions, failure to follow our instructions (whether oral or in writing) or misuse of the Services carried out without the Supplier’s prior written approval; or
8.3.3 if the total price for the Services has not been paid by the due date for payment.
8.4 Except in respect of death or personal injury caused by our negligence, or as expressly provided in these Conditions, we shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of these Conditions, for any loss of profit, revenue, anticipated saving, business, reputation or goodwill or any direct, indirect special or consequential loss, damages, costs, expenses or other claims (whether caused by our negligence, or that of our servants, agents or otherwise) including, but not limited to, claims against the Customer from third parties even if such loss, which arose out of or in connection with the provision of the Services (including any delay in the providing or failure to provide the Services) or their use by the Customer.
8.5 Save in respect of liability for death or personal injury resulting from the Supplier’s negligence or for fraudulent misrepresentation, the Customer agrees to indemnify the Supplier and keep the Supplier indemnified from and against all liability, loss, damage, costs and expenses of any kind whatsoever arising from or in connection with any third party fine, penalty, claim, demand, proceeding, investigation or other action that results directly or indirectly from the breach by the Customer of any of the terms or conditions of these Conditions or any act, omission, negligence or otherwise of the Customer’s (including the Customer’s employees, agents and subcontractors).
8.6 The Supplier’s entire aggregate liability in connection with all or any claims in contract, tort, statute or otherwise arising under these Conditions shall be limited to the value of the Contract.
8.7 The Supplier shall not be liable to the Customer or be deemed to be in breach of the Conditions by reason of any delay in performing, interruption in performing or any failure to perform, any of the Supplier’s obligations in relation to the Services, if the delay or failure was due to any cause beyond reasonable control.
8.8 Any claim by the Customer which is based on any failure, delay or interruption by the Supplier providing the Services adequately or in accordance with the Conditions shall be notified to the Supplier in writing within 30 days from the failure, delay or interruption. If the Customer does not notify the Supplier accordingly, the Supplier shall have no liability for such breach, and the Customer shall be bound to pay the Supplier’s Charges as if the Services had been performed in accordance with the Conditions.
8.9 Any claim by the Customer which is based on breakage or damage of items by the Supplier shall be notified to the Supplier in writing within 30 days from the breakage or damage. If the Customer does not notify the Supplier accordingly, the Supplier shall have no liability for the breakage or damage, and the Customer shall be bound to pay the Supplier’s Charges for the supply of Services.
8.10 If the Supplier is liable for the breakage or damage, the item will be either replaced with an identical replacement or repaired by the Supplier at its cost. If the Supplier cannot replace or repair the item, the Supplier will credit the Customer with the item’s present actual cash value toward a like replacement. The Supplier will not be liable for damage due to faulty and/or improper installation of any item.
8.11 The Customer may not withhold payment of any Charges or other amount due to the Supplier by reason of any right of set-off, discount, deduction or counterclaim whatsoever which the Customer may have or allege to have or for any reason whatever.
8.12 This clause 8 shall survive termination of the Contract.
9.1 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
9.1.1 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
9.1.2 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
9.1.3 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
9.1.4 the other party (being an individual) is the subject of a bankruptcy petition or order;
9.1.5 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
9.1.6 an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
9.1.7 a floating charge holder over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
9.1.8 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
9.1.9 any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 9.1.1 to clause 9.1.8 (inclusive);
9.1.10 the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or
9.1.11 the other party (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.
9.2 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.
9.3 Without limiting its other rights or remedies, each party shall have the right to terminate this Contract by giving the other party three months’ written notice prior to the anniversary of the Commencement Date. In the event that neither party terminates this Contract in accordance with this clause then the Contract shall continue for a further 12 months and these Conditions shall remain in force.
9.4 Without limiting its other rights or remedies, the Supplier shall have the right to suspend provision of the Services under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 9.1.1) to clause 9.1.11, or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
10 Consequences of termination
10.1 On termination of the Contract for any reason:
10.1.1 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;
10.1.2 the Customer shall return all of the Supplier Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
10.1.3 the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
10.1.4 clauses which expressly or by implication have effect after termination shall continue in full force and effect.
11.1 Force majeure:
11.1.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier 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 governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
11.1.2 The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
11.1.3 The Supplier’s obligations under this Contract are suspended for the period that the Force Majeure Event continues, and the Supplier will extend the time to perform these obligations for the duration of that period. The Supplier will take reasonable steps to bring the Force Majeure Event to a close or to find a solution by which our obligations under this Contract can be performed despite the Force Majeure Event.
11.2 Assignment and subcontracting:
11.2.1 The Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
11.2.2 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
11.3.1 Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party’s main fax number, or by email to the other party’s main email address
11.3.2 Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed, or if sent by fax, on the next Business Day after transmission.
11.3.3 This clause 11.3 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, “writing” shall include e-mails
11.4.1 A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
11.4.2 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
11.5.1 If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
11.5.2 If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
11.6 No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
11.7 Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.
11.8 Variation: Any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by the Supplier.
11.9 Governing law and jurisdiction: This Contract, 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, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.