Cleaning terms & conditions (office) (B2B) background:
These Terms and Conditions shall apply to the provision of cleaning services by 18ONE Cleaning Services Ltd t/a NATURACLEAN, a company registered in England & Wales under number 11973288 whose registered office is at DEB House, Middlewoods Way, Barnsley, S71 3HR (“the Company”) to a customer that requires their individual office premises cleaned on a regular basis.
1. Definitions and Interpretation
1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
“Agreement” means the contract which incorporates and is subject to, these Terms and Conditions and the Quotation which the Parties will enter into upon the Customer’s acceptance of the Quotation;
“Agreed Date” means the date on which the provision of the Services will commence as agreed by the Parties as set out in Schedule 1;
“Agreed Times” means the times which the Parties shall agree upon during which the Staff shall have access to the Premises to render the Services as set out in Schedule 1;
“Business Day” means, any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in England;
“Customer” means the business that requires the Services subject to these Terms and Conditions and the Agreement being a customer receiving the Services for the purposes of a business and not a “consumer” as defined by the Consumer Rights Act 2015;
“Initial Period” means a period of twelve (12) months following commencement of the Services during which the Customer may not cancel in accordance with Clause 7 of these Terms and Conditions;
“Monthly Fee” means the fee payable by the Customer for the Services in accordance with Clause 4 of these Terms and Conditions;
“Order” means the Customer’s initial request to acquire the Services from the Company as described in Clause 2 of these Terms and Conditions;
“Premises”means the Customer’s office space, as detailed in the Order and the Agreement, at which the Services are to be rendered;
“Products” means any and all cleaning products and supplies (which the Company shall procure and supply) used by the Company in rendering the Services;
“Quotation” means a quotation detailing proposed fees and services supplied to the Customer in accordance with Clause 2 of these Terms and Conditions. Any such quotation shall a) be deemed to incorporate, and be subject to, these Terms and Conditions b) not be deemed to be an acceptance of an Order;
“Services” means the cleaning services provided by the Company as detailed in Clause 5 of these Terms and Conditions;
“Service Period” means a period of one month which shall begin on the Agreed Date and repeat until the Agreement is cancelled or terminated in accordance with these Terms and Conditions;
“Staff” means the Company’s employees assigned by it to render the Services; and
“Visit” means any occasion, scheduled or otherwise, on which the Company shall send its Staff to the Premises.
1.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:
1.2.1 “writing”, and any similar expression, includes a reference to any communication effected by electronic transmission or similar means;
1.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
1.2.3 “these Terms and Conditions” is a reference to these Terms and Conditions and each of the Schedules as amended or supplemented at the relevant time;
1.2.4 a Schedule is a schedule to these Terms and Conditions; and
1.2.5 a Clause or paragraph is a reference to a Clause of these Terms and Conditions (other than the Schedules) or a paragraph of the relevant Schedule.
1.2.6 a "Party" or the "Parties" refer to the parties to the Agreement.
1.3 The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.
1.4 Words referring to the singular number shall include the plural and vice versa.
1.5 References to any gender shall include any other gender.
1.6 References to persons shall include corporations.
2. Orders
2.1 The Company accepts orders for its Services through it’s website, email, and telephone.
2.2 When placing an Order the Customer shall set out, in detail, the Services required. Details required include the location and size of the Premises, the frequency of Visits required and the type(s) of cleaning required.
2.3 Once the Order is complete and submitted the Company shall, unless it does not wish to provide any quotation for the Services required, prepare and submit a Quotation to the Customer by email which shall set out the required Deposit and Monthly Fee, detailed in Clauses 3 and 4 respectively.
2.4 The Customer shall be free to make changes to the Order and Quotation prior to acceptance of the Quotation by the Customer but changes to a Quotation shall only have effect if and to the extent that a revised Quotation in which they are included is issued to the Customer. The Customer may accept the Quotation or, where applicable, the revised Quotation, by clicking “accept quote”, or email reply. Unless and except as the Company may otherwise agree in writing at any time, a Quotation shall only remain valid for acceptance within 30 days after it is issued by the Company.
2.5 Notwithstanding the Company’s issue of a Quotation or acceptance of an Order or the Customer’s issue of an Order or acceptance of a Quotation, no binding agreement between the parties in relation to any of the Services shall exist or be effective until both parties execute the Agreement and the Deposit has been paid in full whereupon a binding agreement between them shall come into existence and be effective.
2.6 Notwithstanding Sub-Clause 2.5, if the Deposit has not been paid by the date which is 14 days after the date of execution of this Agreement, the Company shall be entitled, provided that it has not commenced the Services, to refuse to accept any Deposit tendered after that period of 14 days and to notify the Customer that the Agreement shall not thereafter come into existence.
3. Deposit
3.1 At the time of accepting the Quotation or not more than 14 days thereafter the Customer must pay a Deposit to the Company as security against any non-payment of Monthly Fees by the Customer. The Deposit shall be the equivalent of 40% of the monthly fee.
3.2 Subject to the cancellation provisions set out in Clause 7 the Deposit shall be non-refundable.
4. Fees and Payment
4.1 The Monthly Fee is the minimum amount that the customer will pay each month and shall be calculated based upon the following factors:
4.1.1 Premises size
4.1.2 Services required
4.1.3 Number of staff required
4.1.4 Cost of supplies and / or machinery
4.1.5 Cost of additional services such as consumables or specialist tasks
4.2 The company collects payment via Direct Debit, all Direct Debit payments are protected via the Direct Debit Guarantee.
4.3 The Company shall invoice the Customer for the Monthly Fee at the end of each Service Period for the Services rendered during the preceding Service Period.
4.4 Payment is automatically collected via Direct Debit on or around the 6th day after the invoice is submitted.
4.5 All invoices must be paid within 30 days net of receipt by the Customer.
4.6 Any sums which remain unpaid following the expiry of the time period set out in sub-Clause 4.3 shall incur interest on a daily basis in-line with the Late Payment of Commercials Debts (Interest) Act 1998 from time to time until payment in full is made.
5. Services
5.1 The Services shall be rendered in accordance with the specification set out in the accepted Quotation and in the Agreement (as may be amended by mutual agreement from time to time).
5.2 The Company shall provide the required number of Staff to render the Services but makes no guarantee that the same Staff members will always be assigned to the Customer.
5.3 The Company shall ensure that the Services are rendered with reasonable care and skill and to a reasonable standard which is commensurate with best practice in the cleaning market.
5.4 The Company shall ensure that it complies with any and all relevant codes of practice.
5.5 All Products used in the rendering of the Services shall be provided by the Company, selected based upon the Services required. The cost of such Products shall form a standard part of the Monthly Fee and, subject to sub-Clause 5.7 shall not vary.
5.6 The Company shall properly dispose of all waste that results from its rendering of the Services. This obligation shall be exclusive of any additional waste disposal which forms a part of the Services.
5.7 If cleaning work beyond the normal remit of the Services is required (to clean up a serious spillage, for example) the Company shall first obtain the Customer’s consent to perform such work and shall add the costs of such work to the invoice for the month in which the work takes place.
5.8 The Company shall ensure that no part/s, fixtures, fittings or contents of the Premises or property of which the Premises form part suffer damage as a result of its rendering of the Services. Any damage which may occur shall be made good on request by the Customer at no additional expense to the Customer.
6. Customer’s Obligations
6.1 The Customer shall ensure that the Company and its Staff can access the Premises at the Agreed Times to render the Services.
6.2 The Customer shall ensure that the Company has access to electrical outlets and a supply of hot and cold running water at the Premises.
6.3 The Customer shall ensure that all necessary permissions, consents and licenses required for the Company to render the Services have been obtained.
6.4 The Customer must use all reasonable endeavours to give the Company at least 12 hours notice if the Company will not be required to provide the Services on a particular day or at a particular time. The Company will not invoice for such times.
7. Cancellation
7.1 The Customer may cancel Services at any time after the Initial Period by giving at least 30 days prior written notice to the Company.
7.2 The notice to cancel shall take effect at the end of the Service Period within which it is served. The Customer shall receive the final invoice for that Service Period on the normal date and the normal payment provisions set out in Clause 4 shall apply.
8. Indemnity
8.1 Subject to the provisions of Clause 9.1, the Company shall indemnify and hold harmless the Customer against any and all claims, demands, proceedings, damages, penalties, costs, losses, liabilities and expenses of any kind arising out of the Company’s performance of the Services or its failure to render them or any breach by the Company of these Terms and Conditions or the Agreement.
8.2 The Customer shall indemnify and hold harmless the Company against any and all claims, demands, proceedings, damages, penalties, costs, losses, liabilities and expenses of any kind arising out of the Customer’s breach of these Terms and Conditions or of the Agreement.
9. Liability and Insurance
9.1 The Company’s total liability for any loss or damage caused as a result of its negligence or breach of these Terms and Conditions or the Agreement (or that of the Staff) shall be limited to £1,000,000.
9.2 The Company is not liable for any loss or damage suffered by the Customer which results from the Customer’s failure to follow any instructions given by the Company.
9.3 Nothing in these Terms and Conditions or in the Agreement shall limit or exclude the Company’s liability for death or personal injury.
9.4 The Company shall ensure that it has in place at all times suitable and valid insurance which shall include public liability insurance and employer’s liability insurance.
10. Data Protection
The Company will only use the Customer’s personal data as set out in the Company’s privacy policy available from www.natura-clean.co.uk/privacy-policy.
11. Force Majeure
11.1 No Party to the Agreement will be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party (“Force Majeure”). Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, pandemic, governmental action or any other similar or dissimilar event that is beyond the control of the Party in question.
12. Termination
12.1 The Company shall be entitled to terminate the Agreement in the event that:
12.1.1 The Customer has failed to pay the Monthly Fee to the Company for a period exceeding 2 consecutive months and fails or refuses to do so following the expiry of a written notice from the Company requesting such payment within 7 days; or
12.1.2 The Customer demands services which do not form part of the Services and which are not covered by these Terms and Conditions or the Agreement.
12.2 The Customer shall be entitled to terminate this Agreement in the event that:
12.2.1 The Company fails on more than 5 consecutive occasions within a period of 2 consecutive months to render the Services to the Customer in a timely manner and in accordance with these Terms and Conditions and the Agreement; or
12.2.2 The Company provides inferior Services, damaging the Customer’s property or the Premises or property of which it forms part and causing loss to the Customer.
12.3 Either Party may immediately terminate the Agreement by giving written notice to the other Party if:
12.3.1 that other Party commits any other breach of any of the provisions of the Agreement and, if the breach is capable of remedy, fails to remedy it within 14 Business Days after being given written notice giving full particulars of the breach and requiring it to be remedied;
12.3.2 an encumbrancer takes possession, or where that other Party is a company, a receiver is appointed, of any of the property or assets of that other Party;
12.3.3 that other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
12.3.4 that other Party, being an individual or firm, has a bankruptcy order made against it or being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under the Agreement);
12.3.5 anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to that other Party;
12.3.6 that other Party ceases, or threatens to cease, to carry on business; or
12.3.7 control of that other Party is acquired by any person or connected persons not having control of that other Party on the date of the Agreement. For the purposes of this Clause 12, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.
12.4 For the purposes of sub-Clause 12.3.1, a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.
12.5 Where the Customer terminates the Agreement under sub-Clause 12.1, the Deposit and other amounts received from it shall be refunded in full, and it shall not be liable for any other amount(s) payable under the Agreement.
12.6 The rights to terminate the Agreement shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.
13. Effects of Termination
Upon the termination of the Agreement for any reason:
13.1 any sum owing by either Party to the other under any of the provisions of the Agreement shall become immediately due and payable;
13.2 all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of the Agreement shall remain In full force and effect;
13.3 termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any Party may have in respect of any breach of the Agreement which exist at or before the date of termination; and
13.4 subject as provided in this Clause 13 and except in respect of any accrued rights neither Party shall be under any further obligation to the other.
14. No Waiver
No failure or delay by either Party in exercising any of its rights under the Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of the Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
15. Further Assurance
Each Party shall execute and do all such further deeds, documents and things as may be necessary to carry the provisions of the Agreement into full force and effect.
16. Costs
Subject to any provisions to the contrary each Party shall pay its own costs of and incidental to the negotiation, preparation, execution and carrying into effect of the Agreement.
17. Set-Off
Neither Party shall be entitled to set-off any sums in any manner from payments due or sums received in respect of any claim under the Agreement or any other agreement at any time.
18. Assignment and Sub-Contracting
18.1 The Company shall be entitled to perform any of the obligations undertaken by it through any other member of its group or through suitably qualified and skilled sub-contractors. Any act or omission of such other member or sub-contractor shall, for the purposes of the Agreement, be deemed to be an act or omission of the Company.
19. Time
The Parties agree that the times and dates referred to in the Agreement are for guidance only and are not of the essence of the Agreement and may be varied by mutual agreement between the Parties.
20. Relationship of the Parties
Nothing in the Agreement shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in the Agreement.
21. Third Party Rights
No part of the Agreement is intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Agreement.
22. Notices
22.1 All notices under the Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
22.2 Notices shall be deemed to have been duly given:
22.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or
22.2.2 when sent, if transmitted by e-mail and a successful return receipt is generated; or
22.2.3 on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid.
In each case notices shall be addressed to the most recent address or e-mail address notified to the other Party.
23. Entire Agreement
23.1 The Agreement contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.
23.2 Each Party shall acknowledge that, in entering into the Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in the Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
24. Counterparts
The Agreement may be entered into in any number of counterparts and by the Parties to it on separate counterparts each of which when so executed and delivered shall be a duplicate original, but all the counterparts together shall constitute one and the same instrument. No counterpart shall be effective until each Party has executed at least one counterpart.
25. Severance
In the event that one or more of the provisions of the Agreement and/or of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of the Agreement and/or these Terms and Conditions. The remainder of the Agreement and/or these Terms and Conditions shall be valid and enforceable.
26. Dispute Resolution
26.1 The Parties shall attempt to resolve any dispute arising out of or relating to the Agreement through negotiations between their appointed representatives who have the authority to settle such disputes.
26.2 If negotiations under sub-Clause 26.1 do not resolve the matter within 7 days of receipt of a written invitation to negotiate, the parties will attempt to resolve the dispute in good faith through an agreed Alternative Dispute Resolution (“ADR”) procedure.
26.3 If the ADR procedure under sub-Clause 26.2 does not resolve the matter within 7 days of the initiation of that procedure, or if either Party will not participate in the ADR procedure, the dispute may be referred to arbitration by either Party.
26.4 The seat of the arbitration under sub-Clause 26.3 shall be England and Wales. The arbitration shall be governed by the Arbitration Act 1996 and Rules for Arbitration as agreed between the Parties. In the event that the Parties are unable to agree on the arbitrator(s) or the Rules for Arbitration, either Party may, upon giving written notice to the other Party, apply to the President or Deputy President for the time being of the Chartered Institute of Arbitrators for the appointment of an arbitrator or arbitrators and for any decision on rules that may be required.
26.5 Nothing in this Clause 26 shall prohibit either Party or its affiliates from applying to a court for interim injunctive relief.
26.6 The decision and outcome of the final method of dispute resolution under this Clause 26 shall be final and binding on both Parties.
27. Law and Jurisdiction
27.1 The Agreement and these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
27.2 Subject to the provisions of Clause 26, any dispute, controversy, proceedings or claim between the Parties relating to the Agreement or these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the [non-] exclusive jurisdiction of the courts of England and Wales.
