Terms Of Business | Kent Cleaning Solutions
Please read these Terms of Business carefully, as they set out our and your legal rights and obligations in relation to our services.
1. Definitions and interpretation
1.1 In these Terms of Business:
“Business Day” means any week day, other than a bank or public holiday in England;
“Business Hours” means between 09:00 and 17:30 on a Business Day;
“Charges” means the charges specified in the Specification / the Supplier's Hourly Rate multiplied by the number of man-hours spent by the Supplier's personnel performing the Services payable by the Customer to the Supplier, which may be varied in accordance with Clause 8;
“Consumables” means the cleaning consumables used by the Supplier in the course of providing the Services / the cleaning consumables made available by the Customer to the Supplier for the purpose of the Supplier providing the Services;
“Customer” means the customer for Services under an Engagement as specified in the Specification;
“Customer Representatives” means the persons specified as such in the Specification;
“Effective Date” means, in relation to an Engagement, the date when the Supplier receives a copy of the Specification relating to that Engagement signed by the Customer (such Specification having been previously signed by the Supplier and sent to the Customer) providing the signed Specification is received by the Supplier within the period of 30 days following the date of signature of the Specification by the Supplier;
“Engagement” means a contract between the Supplier and the Customer for the supply of Services incorporating these Terms of Business and a Specification, and any amendments to such a contract from time to time;
“Equipment” means the cleaning equipment used by the Supplier in the course of providing the Services / the cleaning equipment made available by the Customer to the Supplier for the purpose of the Supplier providing the Services;
“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
“Hourly Rate” means the Supplier's standard hourly labour rate as specified in the Specification / published on the Supplier's website on the Effective Date / notified by the Supplier to the Customer and varied in accordance with Clause 8;
“Minimum Term” means the period specified as such in the Specification;
“Premises” means the premises of the Customer where the Services will be provided by the Supplier, as specified in the Specification;
“Services” means the cleaning services supplied by the Supplier to the Customer under an Engagement, details of which are set out in the Specification (or, to the extent that no such details are set out in the Specification, details of which will be agreed between the parties acting reasonably from time to time);
“Specification” means the specification of services document issued by the Supplier to the Customer detailing the scope of the Services and other matters relating to an Engagement;
“Supplier” means company name, a limited company / public limited company incorporated in England and Wales (registration number number) having its registered office at address;
“Supplier Representatives” means the persons specified as such in the Specification; and
“Term” means the term of an Engagement.
1.2 In these Terms of Business, a reference to a statute or statutory provision includes a reference to:
(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
(b) any subordinate legislation made under that statute or statutory provision.
1.3 The Clause headings do not affect the interpretation of these Terms of Business.
1.4 In these Terms of Business, “persons” include companies, partnerships, limited liability partnerships, unincorporated associations and trusts.
1.5 The ejusdem generis rule is not intended to be used in the interpretation of these Terms of Business; it follows that a general concept or category utilised in these Terms of Business will not be limited by any specific examples or instances utilised in relation to such a concept or category.
2. Engagements
Each Engagement will come into force on its Effective Date and will continue in force indefinitely, unless and until terminated in accordance with Clause 13
3. Services
3.1 The Supplier will supply the Services to the Customer during Business Hours in accordance with the terms of each Engagement.
3.2 The time for delivery of the Services will not be of the essence of the parties' agreement.
3.3 The Supplier may sub-contract the provision of the Services; providing that if the Supplier does sub-contract the provision of the Services, the Supplier will remain liable to the Customer for the performance of the sub-contracted obligations.
3.4 The Supplier may suspend the provision of the Services if the Customer fails to pay by the due date any amount due to the Supplier in respect of an Engagement.
3.5 From time to time during the Term the Supplier may be unable to supply the Services by reason of personnel illness or personnel shortage, in which case:
(a) the Supplier will use reasonable endeavours to engage alternative personnel to supply the Services; and
(b) subject to the compliance of the Supplier with Clause 3.5(a), the Supplier will not be in breach of the terms of the Engagement by virtue of any failure to supply the Services arising out of such inability.
3.6 The Supplier will ensure that all personnel involved in the provision of the Services at the Premises have:
(a) been interviewed by the Supplier;
(b) supplied original proof of identity and original satisfactory references to the Supplier and where appropriate CRB, or enhanced CRB checks; and
(c) have been trained by the Supplier in the use of the Equipment and Consumables. and carrying out the work required in the specification and services.
3.7 Services will not be provided on Christmas Day, Boxing Day or New Year's Day.
4. Premises
4.1 The Customer will:
(a) provide to the Supplier prompt access to the Premises as required for the provision of the Services;
(b) be responsible for ensuring the health and safety of the Supplier's personnel, agents and subcontractors whilst they are at the Premises;
(c) maintain the Premises in good order for the supply of the Services, and in accordance with all applicable laws;
(d) inform the Supplier of all health and safety rules and regulations and any reasonable security requirements that apply at the Premises; and
(e) where the Customer is a business customer and not a consumer, maintain reasonable insurance cover for the Supplier's personnel, agents and subcontractors whilst they are working at the Premises (including reasonable public liability insurance) And when asked to produce a copy of the current receipt of payment for the insurance cover will do so to the supplier.
4.2 In the performance of the Services at the Premises, the Supplier shall comply with all reasonable health, safety and security policies and regulations advised to the Supplier by the Customer.
4.3 The Supplier will use reasonable measures to secure any keys (or other access mechanisms) provided by the Customer to the Supplier for the purpose of enabling the Supplier's personnel to enter the Premises.
5. Equipment and Consumables
5.1 The Supplier may with the agreement of the Customer store Equipment and Consumables at the Premises.
5.2 The Customer must not use, move or otherwise interfere with Equipment or Consumables stored at the Premises, save in accordance with the express written instructions of the Supplier
5.3 Save to the extent caused by the actions or omissions of the Supplier or its personnel, the Customer will be responsible for all damage to and loss of Equipment and/or Consumables whilst the Equipment and/or Consumables are at the Premises.
OR
5.1 The Customer will provide to the Supplier the Equipment and Consumables reasonably requested by the Supplier for the purposes of the Services.
5.2 The Supplier will only use such Equipment and Consumables for the purpose of providing the Services.
5.3 The Customer will ensure that all such Equipment and Consumables are safe, in good working order, and suitable for use in connection with the Services.
6. Customer obligations
6.1 The Customer must provide to the Supplier access to a water supply, a mains electricity supply and a waste water facility.
6.2 The Customer will provide to, or procure for, the Supplier any:
(a) support and advice;
(b) information and documentation;
(c) third party co-operation; and
(d) governmental, legal or regulatory licences, consents or permits;
reasonably necessary to enable the Supplier to discharge its obligations under any Engagement.
6.3 The Customer will indemnify the Supplier and will keep the Supplier indemnified against any and all losses, costs, expenses, damages and liabilities (including legal expenses and amounts paid in settlement of legal claims or proceedings) arising directly or indirectly out of any breach by the Customer of Clause 4.1 or Clause5.3.
7. Representatives
The Customer will ensure that all instructions in relation to the matters contemplated in these Terms of Business will be given by a Customer Representative to a Supplier Representative, and the Supplier:
(a) may treat all such instructions as the fully authorised instructions of the Customer; and
(b) will not comply with any other instructions in relation to the matters contemplated in these Terms of Business without first obtaining the consent of a Customer Representative.
8. Charges and payment
8.1 The Customer will pay the Charges to the Supplier in accordance with the provisions of this Clause 8.
8.2 The Supplier may issue an invoice for the Charges to the Customer from time to time during the Term orat any time after the relevant Services have been delivered to the Customer.
8.3 The Customer will pay the Charges to the Supplier within 30 days of the date of issue of an invoice issued in accordance with Clause 8.2.
8.4 All amounts stated in the Specification or in relation to an Engagement are inclusive / exclusive of all value-added taxes, which will be added to those amounts and payable by the Customer to the Supplier.
8.5 Charges must be paid by debit or credit card, direct debit, or by bank transfer (using such payment details as are notified by the Supplier to the Customer from time to time).
8.6 If the Customer does not pay any amount properly due to the Supplier in connection with any Engagement, the Supplier may:
(a) charge the Customer interest on the overdue amount at the rate of 8% per year above the base rate of HSBC Bank Plc from time to time (which interest will accrue daily until the date of actual payment, be compounded quarterly, and be payable on demand); or
(b) claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
8.7 The Supplier may elect to vary the Charges / Hourly Rate by giving to the Customer not less than 30 days' written notice of the variation
8.8 The Supplier will:
(a) ensure that the personnel providing the Services complete records of their time spent providing those Services;
(b) retain such records and evidence during the Term and for a period of 12 months following the end of the Term; and
(c) supply such records and evidence to the Customer within 10 Business Days following receipt of a written request to do so.
9. Warranties
9.1 The Customer warrants to the Supplier that it has the legal right and authority to enter into and perform its obligations required by each Engagement.
9.2 The Supplier warrants to the Customer that:
(a) it has the legal right and authority to enter into and perform its obligations required by each Engagement; and
(b) the Services will be performed with reasonable care and skill.
9.3 If the Customer believes that Services have not been provided in accordance with Clause 9.2(b), then the Customer must:
(a) notify the Supplier promptly; and
(b) allow and enable the Supplier to inspect the Premises and re-perform the relevant Services.
9.4 All of the parties' liabilities and obligations in respect of the subject matter of these Terms of Business are expressly set out in these Terms of Business. To the maximum extent permitted by applicable law, no other terms concerning the subject matter of these Terms of Business will be implied into these Terms of Business, any Engagement, or any related contract.
10. Limitations and exclusions of liability
10.1 Nothing in the Engagement will:
(a) limit or exclude the liability of a party for death or personal injury resulting from negligence;
(b) limit or exclude the liability of a party for fraud or fraudulent misrepresentation by that party;
(c) limit any liability of a party in any way that is not permitted under applicable law; or
(d) exclude any liability of a party that may not be excluded under applicable law,
and, if you are a consumer, any statutory rights which you have, which cannot be excluded or limited, will not be affected by the Engagement.
10.2 The limitations and exclusions of liability set out in this Clause 10 and elsewhere in the Engagement:
(a) are subject to Clause 10.1; and
(b) govern all liabilities arising under the Engagement or in relation to the subject matter of the Engagement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty.
10.3 The Supplier will not be liable to the Customer for any losses arising out of a Force Majeure Event.
10.4 The Supplier will not be liable to the Customer in respect of any business losses, such as loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill.
10.5 Where the Customer is a business customer, the Supplier will not be liable to the Customer in respect of any loss or corruption of any data, database or software.
10.6 Where the Customer is a business customer, the Supplier will not be liable to the Customer in respect of any special, indirect or consequential loss or damage.
10.7 Where the Customer is a business customer, the Supplier's aggregate liability to the Customer will not exceed the greater of:
(a) amount; and
(b) the total amount paid or (if greater) payable by the Customer to the Supplier under the Engagement.
11. Distance contracts and consumer rights
11.1 This Clause 11 applies if and only if the Customer agrees to an Engagement:
(a) as a consumer; and
(b) using any means of distance communication (including telephone, email and the internet).
11.2 Where this Clause 11 applies, the Customer may cancel an Engagement at any time within 7 working days, beginning on the day after the contract for that Engagement came into force, providing that the Supplier has not begun the provision of the Services with the agreement of the Customer during that period.
11.3 If the Customer cancels an Engagement subscription in accordance with this provision, the Customer will receive a full refund of the Charges paid in respect of the Engagement (if any).
11.4 The Supplier will usually refund any money received from the Customer using the same method used by the Customer to pay the Charges. The Supplier will process the refund due to the Customer as soon as possible and, in any case, within 30 days of the day the Supplier received the Customer's valid notice of cancellation. The notice of cancellation should be sent to the Supplier at the address set out in the Specification.
12. Force Majeure Event
Where a Force Majeure Event gives rise to a failure or delay in either party performing its obligations required by any Engagement (other than obligations to make payment), those obligations will be suspended for the duration of the Force Majeure Event.
13. Termination
13.1 Either party may terminate an Engagement at any time by giving at least 30 / 90 written notice to the other party expiring at any time after the end of the Minimum Term.
13.2 Either party may terminate an Engagement immediately by giving written notice to the other party if the other party:
(a) commits any material breach of any provision of these Terms of Business or the relevant Specification,and:
(i) the breach is not remediable; or
(ii) the breach is remediable, but the other party fails to remedy the breach within 30 days of receipt of a written notice requiring it to do so; or
(b) persistently breaches these Terms of Business and/or the relevant Specification.
13.3 Either party may terminate an Engagement immediately by giving written notice to the other party if:
(a) the other party:
(i) is dissolved;
(ii) ceases to conduct all (or substantially all) of its business;
(iii) is or becomes unable to pay its debts as they fall due;
(iv) is or becomes insolvent or is declared insolvent; or
(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party required by the Engagement);
(d) (where that other party is an individual) that other party dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order.
13.4 The Supplier may terminate an Engagement immediately at any time by giving written notice to the Customer if the Customer fails to pay in full and on time any amount due to the Supplier whether due in respect of that Engagement or otherwise.
14. Effects of termination
14.1 Upon termination of an Engagement all the provisions of these Terms of Business and the Specification will cease to have effect, save that the following provisions of these Terms of Business will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Clauses 1, 6.3, 8.6, 10, 14, 15 and 17. In addition, Clause 5 will survive and continue to have effect for so long as the Equipment and Consumables remain in the possession or control of the Customer.
14.2 Termination of an Engagement will not affect either party’s accrued liabilities and rights (including accrued rights to be paid) as at the date of termination.
14.3 Within 14 days of the termination of an Engagement, the Customer will make available for collection by the Supplier all Equipment and Consumables in the possession or control of the Customer at the date of termination. and if the Customer fails to allow the Supplier to recover its equipment and consumables the Supplier will treat the said equipment and consumables as unlawfully retained by the Customer who hereby agrees to pay damages to the Supplier equivalent to the original purchase price.
15. Non-solicitation
The Customer will not without the Supplier's prior written consent, either during the term of any Engagement or within 6 months after the date of effective termination of the most recent Engagement, engage, employ or otherwise solicit for employment any employee or contractor of the Supplier who has been involved in the Engagement or the performance of the Services.
16. Notices
16.1 Any notice given under these Terms of Business must be in writing (whether or not described as “written notice” in these Terms of Business) and must be delivered personally, sent by pre-paid first class post, or sent by fax or email, for the attention of the relevant person, and to the relevant address, fax number or email address given below (or as notified by one party to the other in accordance with this Clause).
The Supplier
addressee, address, fax, and if necessary email address
The Customer
The addressee, address, fax and email address given in the Specification
16.2 A notice will be deemed to have been received at the relevant time set out below (or where such time is not within Business Hours, when Business Hours next begin after the relevant time set out below):
(a) where the notice is delivered personally, at the time of delivery;
(b) where the notice is sent by first class post, 48 hours after posting; and
(c) where the notice is sent by fax or email, at the time of the transmission (providing the sending party retains written evidence of the transmission).
17. General
17.1 No breach of any term of any Engagement will be waived except with the express written consent of the party not in breach.
17.2 If a term of any Engagement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other terms of the Engagement will continue in effect. If any unlawful and/or unenforceable term would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the term will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant term will be deemed to be deleted).
17.3 No Engagement will constitute a partnership, agency relationship or contract of employment between the parties.
17.4 Neither these Terms of Business nor any Specification may be varied except by a written document signed by or on behalf of each of the parties.
17.5 The Supplier may freely assign its rights and obligations under any Engagement without the Customer’s consent – providing where the Customer is a consumer that such action does not serve to reduce the guarantees benefiting the Customer under the Engagement. Save as expressly provided in this Clause or elsewhere in these Terms of Business, neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise dispose of or deal in any rights or obligations under any Engagement.
17.6 Each Engagement is entered into for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement relating to any Engagement are not subject to the consent of any third party.
17.7 Subject to Clause 10.1:
(a) these Terms of Business and the relevant Specification will constitute the entire agreement between the parties in relation to an Engagement, and supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter; and
(b) neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into an Engagement.
17.8 Each Engagement will be governed by and construed in accordance with the laws of England and Wales; and the courts of England will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with an
Specification of Services
Customer
Company name, a limited company / public limited company incorporated in England and Wales (registration number number) having its registered office at address.
Premises
Insert postal address(es) of the place(s) where the Services will be provided.
Services
The Services include insert details.
The Services exclude e.g. “any specialised cleaning of delicate, valuable or antique items or materials”.
Charges / Hourly Rate
Insert details
Minimum Term
e.g. 12 months
Supplier Representatives
Insert details (or delete)
Customer Representatives
Insert details (or delete)
Customer notices
Insert address
The parties have indicated their agreement to this Specification and the Supplier's Terms of Business by signing below.
Signed by .........................................
on ....................................................
(the Supplier) / for and on behalf of the Supplier
Signed by .........................................
on ....................................................
(the Customer) / for and on behalf of the Customer
