1.1 These Contractual Terms of Business (“the Terms”) apply to all of the services provided to you by Procleanse Ltd (“the Company”). By entering into a contract with the Company, you are agreeing to be bound by these terms.
2.1 Within these Terms and Conditions, the following words have the following meanings and they should be interpreted literally in accordance with the same.
• “The Company” means Procleanse Ltd, Company No. 07046461
• “The Contract” means the Contract for Services entered into between the parties.
• “The Contractual Term” means a term of 18 months from the signing of this agreement.
• “The Customer” means the company, firm, person or legal entity who enters into contract with the Company.
• The ‘Monthly Payment’ means the amount payable by the Customer to the Company under the terms of this agreement.
• The Payment Date means the 1st of each calendar month.
• “The Services” means those services set out in Schedule one, attached hereto.
• “Written” or “Writing” shall mean all correspondence whether in letter format or via email.
3.1 Reference to any statutory provision, authority, rule or code of practice shall be deemed to include the amended versions, replacements or successors thereof.
4. Formation of Contract
4.1 This Contract is entered into between the Customer and the Company.
4.2 Upon the signing of this agreement the formation of the Contract will be complete, and the terms (Including those in the Schedules) will be binding on both parties.
5. Items Supplied
5.1 The following items are supplied by the Company for the purpose of carrying out the work:
– Clothes, Buckets, Hoovers, Mops, Cleaning Products
5.2 These items remain the property of the Company and will be removed by the Company at the end of the Contract.
5.3 If the Customer has any specific requirement as to a specific product which they require the Company to use when cleaning their premises, they will need to provide the product at their own cost.
6. Items Not Supplied
6.1 The following items will not be provided by the Company:
• Bin bags / liners
• Toilet Rolls
• Washing Up Liquid
6.2 The Customer must have a stock of these items at all times.
6.3 If the Customer wishes to purchase their stock of these items from the Company they can do so. This cost will be in addition to the Monthly Payment.
6.4 A price list for these items is contained at Schedule Three of this agreement. Should the customer wish to purchase any of these items from the Company they should confirm their Order by email to email@example.com.
6.5 If a stock of these items is not maintained by the Customer, the Company may not be able to perform their full duties however the full fees of the Company will still be payable.
7. Monthly Payment
7.1 The Monthly Payment for the services the Customer has requested is detailed within Schedule Two of this Agreement.
7.2 The Monthly Payment is £_______ (inclusive of VAT).
7.3 It is the Customers responsibility to ensure that all of the Services they require are included within the Schedule of Services contained in Schedule One of this agreement.
7.4 If any additional Services are added, the Monthly Payment will be amended accordingly to reflect the additional cost.
7.5 The cost of the Services stated within Schedule Two will remain fixed for the 18 month term of this agreement.
7.6 At the end of the 18 month Term, the Company have the right to revise the Monthly Payment upwards by 3.75 % plus VAT. Should they do so the Customer will be given 30 days notice of the change. The Customer will have an opportunity to object to the change provided that their objection is communicated to the Company in writing within 14 days of receiving notice of the increase. Such objection can be sent via email to firstname.lastname@example.org or by recorded delivery to unit 2 Logan road Birkenhead Wirral CH41 1JJ.
7.7 Upon receipt of an objection to a price increase, the Company can do one of the following things at their absolute discretion:
a. Revert back to the Monthly Payment as set out in Schedule Two; or
b. Release the Customer from the Contract; or
c. Negotiate an amended percentage increase.
7.8 The Company will inform the Customer of their decision in respect of the same in writing, within 7 days of receiving the Customers objection.
7.9 If the Customer does not raise an objection in accordance with clause 7.6 above, the cost increase will be applied and will be payable by the Customer for the next 18 month rolling period.
7.10 The same review process will take place at the end of each rolling contractual term.
7.11 All Prices are subject to VAT at a rate of 20%. If the rate of VAT changes during the Term of the Contract, the Company will adjust the rate of VAT that you pay, unless you have already paid for the Services in full before the change in the rate of VAT takes effect. Any change in the rate of VAT does not trigger your right to end the Contract early.
8.1 No variations to this agreement will be valid unless agreed in writing and signed by both parties.
9.1 The Company will provide the Services set out within the Services Schedule.
9.2 The Customer confirms that they have checked the list of Services prior to entering into this agreement and it is accurate.
9.3 The Customer understands and accepts that the Company do not work on Bank Holidays and that no Services will therefore be provided on those days. This will not affect the Monthly Payment due in any period.
10.1 The Company will provide the Services as set out in Schedule One.
10.2 The Customer has selected that these services will be carried out in the [Morning/Evening].
10.3 The Company does not guarantee a specific start time or end time each day.
10.4 The Company will attempt to facilitate any specific timings requested by the Customer provided that they identify the same prior to the signing of this agreement. Any such requirement should be recorded within the special requirements section in Schedule Four.
10.5 For the purpose of this Contract, time is not of the essence and the Company shall not be liable for any loss or damage suffered by the Customer as a result of delay.
11.1 Payment must be provided on the Payment Date.
11.2 Payments must be made in full without any deduction or set off.
11.3 The Company reserves the right to, at any time and without limiting any other rights and remedies that it has, set-off any amount owed to it by the Customer against any amount owed by the Company to the Customer.
11.4 The Company will grant credit at its absolute discretion and reserves all rights to refuse credit without reason.
11.5 No work will commence in relation to any Services until such time as the Initial Payment has been received.
11.6 If any Monthly Payment is 5 days or more late, a late payment fee of £18.00 plus VAT will be added to your account.
11.7 If any Monthly Payment is 30 days or more late, the Company reserve the right to also charge interest on the balance outstanding at an annual rate of 6% above the base rate of the Bank of England from time to time, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any Judgement.
11.8 Any amounts that are not paid will become the subject of legal proceedings and will be recovered via any and all enforcement methods available to the Company.
11.9 The Customer agrees that it is a specific contractual term that any legal costs incurred by the Company in enforcing the terms of this Contract or in recovering any unpaid sums will be contracturally payable by the Customer on a standard basis. This includes solicitors’ costs and disbursements.
12. Limitation of liability
12.1 The Company limits its liability to the maximum extent permitted by law.
12.2 The Company shall have no liability in contract or in negligence or otherwise for consequential loss, indirect loss, or economic loss, howsoever arising. This exclusion would include but is not limited to loss of profit, loss of contracts, and damage to the property of the Customer or a third party.
12.3 The provisions of Clause 12 do not apply to the following:
• to claims for death or personal injury to persons arising out of the Company’s negligence.
• to claims for breach of warranty of title implied by law.
• to claims for related fraudulent activity or activities.
13.1 The Customer agrees that they will not disclose any Confidential Information, which includes any information that is not already in the public domain.
13.2 The obligations of this clause shall survive the termination of the Contract.
14. Data Protection
14.1 The Company complies with all Data Protection law.
14.2 A copy of our Data Protection Policy is available upon request.
15. Warranty of Contractual Capacity
15.1 Both parties and the signatories to this Contract warrant that they are authorised and permitted to enter into this agreement and have obtained all necessary permissions and approvals.
16. Whole Agreement
16.1 This Contract and the Schedules contained at One to Four constitutes the entirety of the agreement between the parties. It supersedes any prior representations which may have been made, whether orally or in writing. Any modification to this agreement must be made in writing and signed by both parties.
17.1 The Customer shall indemnify the Company against any loss or damage which results from the Customer’s breach of this agreement or failure to abide by any of its terms.
18.1 No waiver, by either party, whether implied or express, of any particular provision of these Terms, or of any breach or default of either party, shall constitute either a continuing waiver of such provisions or a waiver of any other provisions of the Terms.
19. Term & Termination
19.1 The contract between the Customer and the Company is for an initial Term of 18 months.
19.2 If the Customer wishes for the contract to end at the expiry of this initial Term, they must provide the Company with a minimum of 90 days written notice. This notice must expire prior to the end of the 18-month initial Term.
19.3 At the end of the initial Term, the parties will automatically enter into a new 18 month Term unless the Customer has already provided the above stated 90 days notice of their intention to end the agreement and such notice has expired.
19.4 Once the contract has automatically renewed, the Customer will be contractually committed to the new 18 month term and cannot end the agreement until the end of that term by giving the 90 day minimum notice prior to its expiry.
19.5 The contract will continue to renew on the same basis unless terminated on the above notice.
19.6 The Company may terminate the Contract, without notice in the following circumstances:
• The Customer falls more than 30 days in arrears with amounts due;
• The Company is no longer in a position to provide the Services;
• The Customer becomes insolvent
19.7 The term ‘insolvent’ shall include situation when the Customer:
• has a petition presented for its winding up; or
• passes a resolution for voluntary winding-up (other than for the purpose of a bona fide amalgamation or reconstruction); or
• enters into a voluntary arrangement with its creditors; or
• becomes subject or an administration order; or
• Being an individual or firm;
-becomes bankrupt or insolvent; or
-enters into a voluntary arrangement with creditors;
20. Force Majeure
20.1 Neither party shall be liable for any delay or failure in performing its obligations or duties under this agreement which results from circumstances outside his reasonable control including but not limited to acts of God, industrial action, war, fire, threat of terrorism, civil disturbance or rioting, government or regulatory action, breakdown in plant or machinery or shortage of raw materials or supplies.
21.1 Any notice or communication served during the performance of this agreement shall be sent by recorded delivery or via email.
• Email – email@example.com..
• Recorded Delivery – Unit 2, Logan Road, Birkenhead, Wirral, CH41 1JJ.
22.1 If a Clause of this Contract is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of this Contract will continue in effect.
22.2 If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted).
23. Governing Law
23.1 Any differences arising between the Company and the Customer concerning this Agreement or the rights and liabilities within it shall be governed by and interpreted, in all respects, in accordance with the Laws of England and Wales. The parties hereby submit to the exclusive jurisdiction of the English Courts.
24. Third Party Rights
24.1 Nothing in these terms and conditions shall incur any rights on a third party and no third party may enforce any provision of this contract under the Contracts (Rights of Third Parties) Act.
25.1 The Company may transfer their rights and obligations under the Contract to another organisation but will always notify the Customer in writing if this happens.
25.2 The Customer may only transfer their rights or obligations under this Contract if agreed by the Company in writing.
25.3 Nothing in this contract is intended to, or shall be deemed to, establish any partnership or joint venture between you and the Company.
25.4 The Company reserves the right to bring any action which arises out of your failure to comply with the obligations set out within the terms of this agreement at any stage up until the statutory limitation period. Should the Company require recourse against you beyond the statutory limitation period then an application would be required for permission from the Court.