terms and conditions
Commercial Cleaning Services Terms and Conditions

Please read these Terms and Conditions carefully, as they set out our and your legal rights and obligations in relation to our services.

Definitions and interpretation

1.1  In these Terms and Conditions:

“Business Day” means any weekday, other than a bank or public holiday in England;

“Business Hours” means between 08:30 and 17:30 on a Business Day;

“Charges” means the charges payable by the Customer to the Provider in respect of an Engagement, which are specified in the Statement and which may be varied in accordance with Clause [8];

“Consumables” means [the cleaning consumables used by the Provider in the course of providing the Services / the cleaning consumables made available by the Customer to the Provider for the purpose of enabling the Provider to provide the Services];

“Customer” means the customer for Services under an Engagement, as identified in the Statement;

“Customer Representative(s)” means the person or persons identified as such in the Statement;

“Effective Date” means the date when the Provider receives a copy of the Statement relating to an Engagement that has been signed by the Customer, such Statement having been previously signed by the Provider and sent to the Customer, providing that the signed Statement is received by the Provider within the period of [30] days following the date of signature of the Statement by the Provider;

“Engagement” means a contract between the Provider and the Customer for the supply of Services incorporating these Terms and Conditions and a Statement, and any amendments to such a contract from time to time;

“Equipment” means [the cleaning equipment used by the Provider in the course of providing the Services / the cleaning equipment made available by the Customer to the Provider for the purpose of the Provider 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);

“Minimum Term” means the period specified as such in the Statement;

“Premises” means the premises of the Customer where the Services will be provided by the Provider, as specified in the Statement;

“Provider” means APM Cleaning Ltd, a company incorporated in England and Wales (VAT Registration 972049312) having its registered office at i8 Lynnwood Business Centre, Lynnwood Terrace, Newcastle, NE4 6UL;

“Provider Representative(s)” means the person or persons identified as such in the Statement;

“Services” means the cleaning services supplied by the Provider to the Customer under an Engagement, details of which are set out in the Statement (or, to the extent that no such details are set out in the Statement, details of which will be agreed between the parties acting reasonably from time to time);

“Statement” means the statement of work document issued by the Provider to the Customer detailing the scope of the Services and other matters relating to an Engagement;

“Term” means the term of an Engagement.

1.2  In these Terms and Conditions, 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 and Conditions.

1.4   In these Terms and Conditions, “persons” includes 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 and Conditions.

Engagements

Each Engagement will come into force on its Effective Date and will continue in force until the Services agreed in the Statement have been completed, upon which it will terminate automatically, unless previously terminated in accordance with Clause [13].

OR

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].

Services

3.1   The Provider 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 Provider may subcontract the provision of the Services; providing that if the Provider does subcontract the provision of the Services, the Provider will remain liable to the Customer for the performance of the sub-contracted obligations.

3.4   The Provider may suspend the provision of the Services if the Customer fails to pay by the due date any amount due to the Provider in respect of an Engagement.

3.5   From time to time during the Term the Provider may be unable to supply the Services by reason of personnel illness or personnel shortage, in which case:

(a)   the Provider will use reasonable endeavours to engage alternative personnel to supply the Services; and

(b)   subject to the compliance of the Provider with Clause [3.5(a)], the Provider 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 Provider will ensure that all personnel involved in the provision of the Services at the Premises have:

(a)   been interviewed by the Provider;

(b)   supplied proof of identity and satisfactory references to the Provider; and

(c)   been properly trained in the provision of the Services and the use of the Equipment and Consumables.

3.7   Services will not be provided on Christmas Day, Boxing Day or New Year’s Day.

3.8   The Customer may cancel a scheduled Services visit by giving to the Provider at least [48 hours’] written notice of cancellation. If the Customer cancels a Services visit in accordance with this Clause, then the Customer shall not be liable to pay any Charges to the Provider in respect of the cancelled Services visit.

Premises

4.1   The Customer will:

(a)   provide to the Provider prompt access to the Premises as required for the provision of the Services;

(b)   maintain the Premises in good order for the supply of the Services, and in accordance with all applicable laws;

(c)   be responsible for ensuring the Health and Safety of the Provider’s personnel, agents and subcontractors whilst they are at the Premises;

(d)   inform the Provider of all Health and Safety rules and regulations and any reasonable security requirements that apply at the Premises; and

(e)   [if the Customer is not a consumer,] maintain reasonable insurance cover for the Provider’s personnel, agents and subcontractors whilst they are working at the Premises (including reasonable public liability insurance).

4.2   In the performance of the Services at the Premises, the Provider shall comply with all reasonable Health & Safety and security policies and regulations advised to the Provider by the Customer.

4.3   The Provider will use reasonable measures to secure any keys (or other access mechanisms) provided by the Customer to the Provider for the purpose of enabling the Provider’s personnel to enter the Premises.

Equipment and Consumables

5.1   The Provider may, (with the agreement of the Customer) store Equipment and Consumables at the Premises for the duration of the service period.

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 Provider.

5.3   Save to the extent caused by the actions or omissions of the Provider 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.

Customer obligations

6.1   The Customer must provide to the Provider 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 Provider any:

(a)   information and documentation;

(b)   third party co-operation; and

(c)   governmental, legal or regulatory licences, consents or permits,

(d)   access to premises in order to carry out works reasonably necessary to enable the Provider to discharge its obligations under any Engagement.

6.3   The Customer will indemnify the Provider and will keep the Provider 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 Clause [5.3].

Representatives

The Customer will ensure that all instructions in relation to the matters contemplated in these Terms and Conditions will be given by a Customer Representative to a Provider Representative, and the Provider:

(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 and Conditions without first obtaining the consent of a Customer Representative.

Charges and payment

8.1   The Customer will pay the Charges to the Provider in accordance with the provisions of this Clause [8].

8.2   The Provider may issue an invoice for the Charges to the Customer [from time to time during the Term / on or after the dates set out in the Statement / at any time after the relevant Services have been delivered to the Customer].

8.3   The Customer will pay the Charges to the Provider [upon receipt of  / within [30] days following the date of issue of] an invoice issued in accordance with Clause [8.2].

8.4   All amounts stated in the Statement or in relation to an Engagement are exclusive of all value-added taxes, which will be added to those amounts and payable by the Customer to the Provider.

8.5   Charges must be paid [in cash or by debit card, credit card, direct debit, bank transfer or cheque] (using such payment details as are notified by the Provider to the Customer from time to time).

8.6   If the Customer does not pay any amount properly due to the Provider in connection with any Engagement, the Provider 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)   if the Customer is not a consumer, claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

Warranties
9.1   The Customer warrants to the Provider that it has the legal right and authority to enter into and perform its obligations required by each Engagement.

9.2   The Provider 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 Provider promptly; and

(b)   allow and enable the Provider to inspect the Premises and re-perform the relevant Services.

9.4   All of the parties’ warranties and representations in respect of the subject matter of the Engagement are expressly set out in these Terms and Conditions and in the Statement. To the maximum extent permitted by applicable law and subject to Clause [10.1], no other warranties or representations concerning the subject matter of the Engagement will be implied into these Terms and Conditions, the Statement, the Engagement or any other contract.

Limitations and exclusions of liability

10.1  Nothing in these Terms and Conditions 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 any statutory rights that a party has as a consumer that cannot be limited or excluded will not be limited or excluded by these Terms and Conditions.

10.2   The limitations and exclusions of liability set out in this Clause [10] [and elsewhere in these Terms and Conditions]:

(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 Provider will not be liable to the Customer for any losses arising out of a Force Majeure Event.

10.4   The Provider 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   If the Customer is not a consumer, the Provider will not be liable to the Customer in respect of any special, indirect or consequential loss or damage.

10.6  If the Customer is not a consumer, the Provider’s aggregate liability to the Customer will not exceed the greater of:

(a)   £1000; and

(b)   the total amount paid and payable by the Customer to the Provider under the Engagement.

Distance contracts and consumer rights

11.1   This Clause [11] sets out the rights that consumers may have, in relation to an Engagement, under the Consumer Protection (Distance Selling) Regulations 2000.

11.2   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).

11.3   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 Provider has not begun the provision of the Services during that period. The Customer hereby agrees that the Provider may begin the provision of the Services during that period.

11.4    If the Customer cancels an Engagement in accordance with this provision, the Customer will receive a full refund of the Charges paid in respect of the Engagement (if any).

11.5   The Provider will usually refund any money owed to the Customer using the same method used by the Customer to pay the Charges. The Provider will process the refund due to the Customer as soon as possible and, in any case, within 30 days of the day the Provider received the Customer’s valid notice of cancellation. The notice of cancellation should be sent to the Provider at the address set out in Clause [16].

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.

Termination

13.1   Either party may terminate an Engagement at any time by giving [at least 30 days’ 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 and Conditions or the relevant Statement, 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 and Conditions and/or the relevant Statement.

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 under the Engagement); or

(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 Provider 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 Provider, whether due in respect of that Engagement or otherwise.

Effects of termination

14.1   Upon termination of an Engagement, all the provisions of these Terms and Conditions and the Statement will cease to have effect, save that the following provisions of these Terms and Conditions 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 1 day of the termination of an Engagement, the Customer will make available for collection by the Provider all Equipment and Consumables in the possession or control of the Customer at the date of termination.

Non-solicitation

The Customer will not without the Provider’s prior written consent, either during the Term of any Engagement or within [3] 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 Provider who has been involved in the Engagement or the performance of the Services.

Notices

16.1   Any notice given under these Terms and Conditions must be in writing (whether or not described as “written notice” in these Terms and Conditions) and must be delivered personally, sent by pre-paid first class post, or sent by email, for the attention of the relevant person, and to the relevant address, email address given below (or as notified by one party to the other in accordance with this Clause).

The Provider:

Samantha Chard, APM Cleaning Ltd, Unit 13 & 26.1 i8 Lynnwood Business Centre, Lynnwood Tce, Newcastle, NE4 6UL.  enquiries@apmcleaningltd.co.uk

The Customer:

As noted on the covering letter given in the Statement

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 email, at the time of the transmission (providing that the sending party retains written evidence of the transmission).

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 and Conditions nor any Statement may be varied except by a written document signed by or on behalf of each of the parties.

17.5   The Provider may freely assign its rights and obligations under any Engagement without the Customer’s consent – providing that, where the Customer is a consumer, 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 and Conditions, 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 and Conditions and the relevant Statement 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 the courts of England will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with an Engagement.

Document 08.12 v3 Commercial Cleaning Services Terms and Conditions, Dated 23 January 2015
If this document is printed it will be classed as “UNCONTROLLED”