- Definitions and Interpretation
1.1. ‘Area’ means the area at the address specified in the Quote;
1.3. ‘Charges’ mean the amounts set out in the Quote;
1.4. ‘Cleaning Services’ means the ordinary cleaning service as detailed in the Quote;
1.5. ‘Client’ or ‘you’ or ‘your’ means the person, firm, company or organisation whose details appear in the Quote and the accompanying contract;
1.6. ‘Commencement Date’ means the date set out in the Specification;
1.7. ‘Company’, ‘CE’ or ‘us’, ‘we’ or ‘our’ means Cleaning Express Services Ltd;
1.8. ‘Contractual Term’ means the period during which CE shall provide the Cleaning Services and any Other Services as set out in the Quote and/or the Specification;
1.9. ‘Other Charges” means charges for any Other Services as specified in the Quote or any subsequent Agreements;
1.10. ‘Other Services’ means any additional services not included in the Quote and that must be agreed upon by the parties;
1.11. ‘Parties’ means CE and the Client, and ‘Party’ shall mean either one of them;
1.12. ‘Quote’ means our Quote for the provision of cleaning services;
1.13. ‘Specification’ means the Specification for the Cleaning Services.
- Cleaning Services
2.1. CE will provide the Cleaning Service in a proper manner for the Client at the Area in consideration of you paying the Charges to us.
2.2. CE shall supply all the necessary labour to carry out works to the satisfaction of the Client’s and any required materials will be provided upon mutual agreement between CE and the Client.
2.3. CE shall supply competent workpeople in the numbers required, suitable for the types of work to be carried out.
2.4. CE shall undertake positive identification and Security Vetting, as set out in the Quote, on all its subcontractors attending the Client’s premises.
2.6. CE shall comply as regards to the work to be performed within the site with the rules, regulations, and requirements in force for the duration of the job.
2.7. The machines and materials used to undertake the cleaning services shall be in good condition and suitable for use in performing the work in question. All electrical equipment supplied shall be regularly tested and approved by qualified electricians supplied by CE.
2.8. All materials used or supplied by CE shall comply with the European Regulation (EC) No 1272/2008 on classification, labelling and packaging of substances and mixtures.
- Your Obligations
3.1. The Client shall provide free of charge:
3.1.1. All necessary light, hot water and other facilities which may be reasonably required to enable CE to provide the service; and
3.1.2. Suitable and safe accommodation for such equipment and materials as CE deems necessary to leave on the Client’s premises.
3.2 The Client agrees to accept additional charges for any wasted journeys due to the Client’s failure to observe an appointment, delays in carrying out the work or cancellations as a result of the Client’s failure to allow access or provide proper instructions.
3.3 The Client agrees to obtain and maintain all necessary licences, permissions and consents which may be required before the Commencement Date.
3.4 Abusive, harassing or offensive behaviour is unacceptable, whether verbal, physical or visual. This includes any demeaning, insulting, embarrassing or intimidating behaviour directed at any cleaner or employee of Cleaning Express related to race, colour, gender, national origin, age, religious creed, physical or mental disability, marital status, pregnancy, sexual orientation, veteran status, citizenship or another characteristic protected by law. If any such behaviour or conduct is discovered, whether directly or indirectly by CE, the contract will be terminated with immediate effect and no refunds will be due.
4.1. The charges quoted are exclusive of VAT which will be added to the amounts charged at the applicable rate. Invoices will be submitted in advance and will be due for payment within 30 days of submission.
4.2. If you do not make a payment within 30 days of the due date or as otherwise provided for in the Agreement then we shall be entitled to:
4.2.1. charge interest on the outstanding amount at the rate of 8% a year above the base lending rate of The Bank of England in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
4.2.2. require you to pay, in advance, for any Cleaning Services (or any part of the Cleaning Services) or any Other Services which have not yet been performed; and
4.2.3. not perform any further Cleaning Services (or any part of the Cleaning Services).
4.3. We may increase the Charges by giving you no less than 14 days’ prior written notice, provided that:
4.3.1. no such increase may be made within the initial 12 months of the Agreement;
4.3.2. you may terminate the Agreement by giving 2 months’ notice in writing within 14 days following any such notice of increased Charges; and
4.3.3. in the absence of notice pursuant to clause 4.4 you shall have accepted the increase to the Charges.
4.4. We may, on written notice, increase the Charges to take account of increases in the cost of providing the Cleaning Services or as a reflection of market conditions and, where relevant, any Additional Services as a result of changes in relevant laws or regulations.
5.1. We shall not be liable for any loss or damage unless notified in writing within 72 hours of the event that may give rise to a claim, as any delay makes an investigation difficult. We will have the right to make good any loss or damage for which we are liable in lieu of making payment.
5.2. We will not be liable for damage to crockery or glassware arising during the collection or washing up of these articles.
5.3. We will not be liable for the disposal of any items placed in, under or on waste paper or rubbish bins.
5.4. We shall not be liable under any circumstances for any loss,expense, damage, delay, costs or compensation, whether direct, indirect or consequential, which may be suffered or incurred by the Client arising from or in any way connected with:
5.4.1 A cleaning job not complete due to the lack of suitable equipment, lack of hot water or electricity, or equipment not in full working order;
5.4.2 Third party entering or present at the Client’s premises during the cleaning process;
5.4.3 An existing damage to Client’s property in the form of old stains/burns/spillages etc. which cannot be cleaned/removed completely by the Cleaner using the Client’s cleaning equipment and materials;
5.4.4. Any damages caused by faulty or not in full working order equipment or materials supplied by the Client;
5.4.5 Any damages worth £500.00 or less;
5.5 Any claims for damage suffered will be assessed and processed in accordance with Appendix I below.
6.1. Each Party (‘Receiving Party’) shall keep the confidential information of the other Party (‘Supplying Party’) confidential and secret, whether disclosed to or received by the Receiving Party. The Receiving Party shall only use the confidential information of the Supplying Party for the purpose of and for performing the Receiving Party’s obligations under this Agreement. The Receiving Party shall inform its officers, cleaners and agents of its obligations under this clause 6.1, and ensure that the Receiving Party’s officers, cleaners and agents meet the obligations.
6.2 Unless the Client explicitly withdraws permission in writing, our Cleaners and staff are allowed to take pictures or videos of the property as proof of performance. No person shall be on any of the photos or videos.
6.3. This clause 6 shall survive termination of this Agreement for a period of one year.
- Use of Sub-Contractors
7.1. We may use a sub-contractor to provide some or all of the Cleaning Services and/or any Other Services where appropriate.
7.2. We will be responsible for the work of a sub-contractor to the same standard as stated in the Agreement and the Specification or as agreed by the Parties.
- Warranties, liability and indemnities
8.1. We warrant that we will use reasonable care and skill in performing the Cleaning Services and/or any Other Services to the standard generally accepted within the industry.
8.2. If we perform the Cleaning Services (or any part of them) or any Other Services negligently or materially in breach of the Agreement or the Specification, then, if requested by you, we will re-perform the relevant part of the Cleaning Services and/or any Other Services, subject to clauses 8.3 and 8.4 below. The Client’s request must be made within 48 hours of the date of performance of the Cleaning Services and/or Other Services in question.
8.3. Except in the case of death or personal injury caused by our negligence, our liability under or in connection with the Agreement whether arising in contract, tort, negligence, breach of statutory duty or otherwise howsoever shall not exceed the Charge(s) in any year under the Agreement.
8.4. You shall indemnify and hold us harmless from and against all Claims and Losses suffered by us, our cleaners and third parties, by reason of or arising out of any act or omission by you, your employees, agents or subcontractors, whether in the discharge of your obligations under the Agreement or howsoever otherwise.
8.5. Neither Party shall be liable to the other Party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other Party of an indirect or consequential nature, including without limitation any economic loss or other loss of turnover, profits, business or goodwill.
8.6. Each Party acknowledges that, in entering into the Agreement, it does not do so in reliance on any representation, warranty or other provision except as expressly provided in the Agreement, and any conditions, warranties or other terms implied by statute or common law are excluded from the Agreement to the fullest extent permitted by law. Nothing in the Agreement excludes liability for fraud.
8.7. CE will maintain:
8.7.1. Public Liability Insurance, including Products Liability and Treatment Risks with a Limit of Indemnity of £5,000,000
8.7.2. Employers Liability with a limit of £5,000,000
8.8 Any claims for damages suffered as a result of CE services must be compliant with CE’s damage policy as provided in Appendix I below.
9.1. This Agreement shall begin on the Commencement Date and shall last for the Contractual Term unless extended or terminated as provided in section 9.4 below.
9.2. Either Party may terminate the Agreement, at any time, on written notice to the other Party:
9.2.1. if the Other Party is in material breach of its obligations under the Agreement and, if the breach is capable of remedy within 30 days, the breach is not remedied within 30 days of the Other Party receiving notice which specified the breach and requiring the breach to be remedied; or
9.2.2. if the Other Party becomes insolvent or if an order is made or a resolution is passed for the winding up of the Other Party (other than voluntarily for the purposes of solvent amalgamation or reconstruction), or if an administrator, administrative receiver or receiver is appointed in respect of the whole or any part of the Other Party’s assets or business, or if the Other party makes any composition with its creditors or takes or suffers any similar or analogous action in consequence of debt; or
9.3. CE reserves the right to terminate the contract if a written notice has been given to the Client that any sum is due from the Client and it is more than 30 days overdue.
9.4. Either Party may give no less than 2 months’ notice to the other party to terminate this Agreement on the last day of the Contractual Term, or the last day of the contract term following any earlier renewal, though if either party fails to do so for any reason, this Agreement will be automatically renewed for a further term equivalent to the Contractual Term.
9.5 Shall the Client unilaterally cancel the Agreement without the presence of any contractual breach by CE or explicit mutual consent, the Client is liable to pay 50% of the total fee for the remaining period of the Agreement. Any such fees must be paid within 30 days of the date of the last invoice.
9.6 CE reserves the right to cancel the contract if no cleaner can be allocated due to availability, wage paid by the Client, time of the day or day of the week. If no mutual consensus has been reached between CE and the Client or due to any other reason the service cannot be performed, CE reserves the right to terminate the contract with immediate effect. Any missed sessions preceding the termination date will be refunded to the Client.
9.7 CE in its absolute discretion may accept from the Client payment in lieu of notice of termination.
9.8 Termination shall not affect the accrued rights of the Parties.
10.1. The Client shall not within the period of one year after termination of the contract employ, engage or offer to employ or engage any person who during the term of the contract has been a cleaner of CE involved directly or indirectly in the provision of the service for the Client
10.2. If a cleaner introduced to the Client by CE is subsequently taken on by the Client, the Client is liable to a referral fee equivalent to 20% of the current annual Cleaner’s remuneration paid to CE and according to these Terms.
10.3. Force majeure: Neither Party shall have any liability under or be deemed to be in breach of the Agreement for any delays or failures in performance of the Agreement that result from circumstances beyond the reasonable control of that Party. The Party affected by such circumstances shall promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances exist for a continuous period of more than 6 months, either Party may terminate this Agreement by written notice to the other Party.
10.4. In the event of adverse weather conditions, act of terrorism, public transport strike, fire or riot we will make reasonable efforts to continue to provide the Cleaning Services and any Other Services. The Parties recognise that such events are beyond our control and may result in a temporary lower level of service.
10.5. Amendments: The Agreement may only be amended in writing signed by duly authorised representatives of the Parties.
10.6. Assignment: Subject to the provisions of Section 10.5, neither Party may assign, delegate, mortgage, charge or otherwise transfer any or all of its rights and obligations under the Agreement without the prior written agreement of the other Party.
10.7. A Party may, assign and transfer all its rights and obligations under the Agreement to any person to whom it transfers all of its business, provided that the assignee undertakes in writing to the other Party to be bound by the obligations of the assignor under the Agreement.
10.8. Entire agreement: The Agreement contains the entire agreement between the Parties and supersedes and replaces any prior written or oral agreements, representations or understandings between them. The Parties confirm that they have not entered into the Agreement on the basis of any representation that is not expressly incorporated into the Agreement. Nothing in the Agreement excludes liability for fraud.
10.9. Waiver: No failure or delay by either Party in exercising any right, power or privilege under the Agreement shall impair the same or operate as a waiver of the same nor shall any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege. The rights and remedies provided in the Agreement are cumulative and not exclusive of any rights and remedies provided by law.
10.10. Agency, partnership etc.: The Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in the Agreement. Neither Party shall have, nor represent that it has any authority to make any commitments on the other Party’s behalf.
10.11. Severance: If any provision of the Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from the Agreement and rendered ineffective as far as possible without modifying the remaining provisions of the Agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of the Agreement.
10.12. Announcements: No Party shall issue or make any public announcement or disclose any information regarding the Agreement unless prior to such public announcement or disclosure it furnishes all the Parties with a copy of such announcement or information and obtains the approval of such persons to its terms. However, no Party shall be prohibited from issuing or making any such public announcement or disclosing such information if it is necessary to do so to comply with any applicable law or the regulations of a recognised stock exchange.
10.13. Notices: Any notice to be given under the Agreement shall be in writing and shall be sent by email or by first class mail to the address of the relevant Party set out in the Quote.
10.14. Law and jurisdiction: The validity, construction and performance of the Agreement shall be governed by English law and shall be subject to the exclusive jurisdiction of the English courts to which the Parties submit.
10.15. Third parties: For the purposes of the Contracts (Rights of Third Parties) Act 1999 the Agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.
10.16. These terms and conditions come into effect on commencement of cleaning services by CE for the Client and the information enclosed are to be read and interpreted in conjunction with the contract between CE and the Client. CE reserves its right to amend these Terms without prior notice and the Client agrees to acknowledge any changes in due time.