Terms and Conditions

TERMS AND CONDITIONS FOR CLEANING SERVICES 

PARTIES 

1. The Company: [The Company], registered office at [Address] (hereinafter referred to as “the Company”). 

1. The Customer: [The Customer], registered office at [Address] (hereinafter referred to as “the Customer”). 

BACKGROUND 

The Customer wishes to engage the Company to provide commercial cleaning services, and the Company agrees to provide these services on the terms outlined below. 

1. DEFINITIONS AND INTERPRETATION

1.1 Authorised Representative: Designated persons appointed in writing by the Customer and the Company. 

1.2 Company’s Personnel: All employees, agents, and subcontractors engaged by the Company to provide the Services. 

1.3 Customer’s Premises: The location where the Services are to be performed. 

1.4 Data Protection Legislation: UK Data Protection Legislation and related regulatory requirements applicable to personal data usage. 

1.5 Employment Liabilities: All claims, actions, and liabilities associated with employment matters, including redundancy payments, compensation for unfair dismissal, and discrimination claims. 

1.6 FOIA: Freedom of Information Act 2000 and any related legislation or guidelines. 

1.7 Insolvency Event: Any event indicating the Company’s inability to pay its debts, such as bankruptcy, liquidation, or similar. 

1.8 Law: Any applicable laws, regulations, orders, or judgments. 

1.9 Regulated Activity: Activities involving children or vulnerable adults as defined by the Safeguarding Vulnerable Groups Act 2006. 

1.10 Services: The cleaning services to be provided by the Company as described in Schedule 1. 

2. TERM

The Agreement shall continue for a period of 24 months unless terminated as set out in Clause 3. 

3. TERMINATION AND CONSEQUENCES OF TERMINATION

3.1 Term and Renewal: 
The initial term of this Agreement is 24 months from the Commencement Date. Upon expiry, this Agreement shall automatically renew for successive 12-month periods unless terminated as follows: 

3.1.1 Either party may terminate the Agreement with immediate effect by providing written notice if: 

• The other party commits a material breach of any term, and if such breach is remediable, fails to remedy it within 14 days of written notice. 

• The other party takes steps associated with insolvency, such as entering administration or liquidation. 

• The other party suspends, ceases, or threatens to cease its business operations, in whole or substantial part. 

3.2 Termination Rights: 

• The Company may terminate with immediate effect by written notice if the Customer fails to pay any amount due on the specified due date or by giving 30 days’ written notice. 

• The Customer may terminate on the Renewal Date or any subsequent anniversary by providing at least 90 days’ prior written notice. 

3.3 Suspension of Services: The Company reserves the right to suspend Services if: 

• The Customer fails to pay any due amount under this Agreement. 

• The Customer is subject to an Insolvency Event, or the Company reasonably believes such an event may occur. 

• If Services are suspended, the Customer remains obligated to pay the fees for the term of the Agreement. 

3.4 Consequences of Termination: 

• The Customer shall immediately pay all outstanding invoices, including any accrued charges for Services provided but not yet invoiced. 

• The Customer shall return all Company-owned materials. If the Customer fails to do so, the Company may enter the Customer’s premises to retrieve them. The Customer shall be responsible for their safekeeping until returned. 

3.5 Non-Solicitation: 
To protect the Company’s interests, the Customer agrees not to solicit or entice away any Company employee or contractor for 12 months following termination, except through a national advertising campaign open to the public. If this non-solicitation clause is breached, the Customer agrees to pay the Company an amount equal to one year’s salary of the relevant individual, plus any recruitment costs incurred in replacing them. 

3.6 Survival of Terms: 
Any provisions in this Agreement intended to survive termination shall remain in full force and effect. 

4. CHARGES

4.1 The Customer shall pay the Company a monthly fee. 

4.2 The first invoice will be submitted on the first day that services are provided and will be payable within 14 days of the end of the month which dates this invoice. Subsequent billings will be on the last day of each month, for services to be provided in the following month, and will be payable within 14 days. The Customer will inform the Company of any change in the area to be serviced, or its uses 

4.3 Bank holiday work shall be charged at double the standard hourly rate. 

4.4 There will be an automatic price increase at the time that the government increases the national living wage. The price increase will be in line with the change to the national living wage. 

5. INSURANCE

5.1 The Company shall maintain Public Liability insurance of £2,000,000 and Employers’ Liability insurance of £10,000,000. 

5.2 Proof of insurance shall be provided upon request, and failure to maintain required insurance may result in cost recovery by the Customer. 

6. PERSONNEL

6.1 The Company is responsible for ensuring qualified personnel are deployed, compliance with the Customer’s policies, and maintaining personnel records. 

6.2 The Customer reserves the right to request the removal of personnel, and the Company will replace personnel as necessary whilst following due process. 

6.3 The Company will not employ anyone previously dismissed by the Customer without prior permission. 

7. TUPE ON RETENDERING

The parties acknowledge that TUPE may apply upon termination. The Company shall provide employee information necessary for compliance and shall not change employment terms without prior consent. 

8. SAFEGUARDING CHILDREN

8.1 The Company is a Regulated Activity Provider and shall ensure personnel undergo enhanced DBS checks. All personnel must comply with safeguarding requirements and undergo relevant training. 

9. DISPUTE RESOLUTION

Disputes shall be resolved by escalation to the respective Authorised Representatives, followed by the Customer’s COO and the Company’s Director. If unresolved, mediation shall be pursued. 

10. ASSIGNMENT

Neither party shall assign its rights or obligations without the other party’s prior written consent. The Customer may novate the agreement if it undergoes structural changes. 

11. INDEMNITIES

The Company indemnifies the Customer against losses arising from breaches, negligence, or fraud attributable to the Company. 

12. FORCE MAJEURE

The Company is not liable for service interruptions due to circumstances beyond its control, such as strikes, natural disasters, or war. 

13. FREEDOM OF INFORMATION

The Company shall assist the Customer in responding to FOIA requests and comply with information-sharing requests as necessary. 

14. DATA PROTECTION

The Company will comply with Data Protection Legislation and maintain security measures to protect personal data. Data protection training for all personnel is mandatory. 

15. CONFIDENTIALITY

Both parties shall keep all information relating to this Agreement confidential, except as required by law or as otherwise agreed. 

16. THIRD PARTY RIGHTS

This Agreement does not confer any rights on third parties under the Contracts (Rights of Third Parties) Act 1999. 

17. COUNTERPARTS

This Agreement may be executed in counterparts, with each counterpart constituting an original. 

18. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the law of England and Wales. The courts of England and Wales shall have exclusive jurisdiction.