Definitions: In this document the following words shall have the following meanings:

1.1   Commencement date: as set out in the specification

Agreement:  means  these  Terms  and  Conditions  together  with  the  terms  of  any  applicable Specification Document

Charges: the charges payable by the Customer for the supply of Services.

Business Day: a day (other than a Saturday, Sunday or public holiday) when banks are open.

Intellectual Property Rights: means all patents, registered and unregistered designs, copyright, trademarks, know-how and all other forms of intellectual property wherever in the world enforceable.

Specification Document: means a description and statement of work, quotation or other similar document describing the goods and services to be provided by the Supplier to the Customer on a regular basis.

Office cleaning service or services: means janitorial services (including provision of cleaning substances and equipment and consumables such as bin bags) comprising in addition to the Specification Document of:

vacuum cleaning of carpets; dusting and cleaning of surfaces; removal of general office refuse to communal waste disposal service areas; cleaning of bins; cleaning of microwaves fridges, freezers; cleaning of kitchen areas; cleaning of glass panels including internal doors and windows, shutters and blinds; loading and operation of dishwasher equipment; other cleaning services consistent with the upkeep of an office space to a high standard of cleanliness and hygiene. Under no circumstances shall services include the cleaning of broken or cracked glass.

1.2   Construction. In these conditions, the following rules apply:

(a)     A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality),

(b)     A reference to a party includes its successors or permitted assigns,

(c)     A reference in writing includes faxes and e-mails.

(d)     A reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted, and includes any subordinate legislation made under that statute or statutory provision as amended or re-enacted.

(e)     Any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms.


2.1     The Terms and Conditions shall apply to the supply of office cleaning services by the Supplier to the Customer.

2.2     Before  the  commencement  of  the  office  cleaning  services  the  Supplier  shall  submit  to  the Customer  a Specification Document which shall specify the cleaning schedule and the price payable.   The Customer shall notify the Supplier immediately if the Customer does not agree with the contents of the Specification Document. All Specification Documents shall be subject to these Terms and Conditions.

2.3     The Supplier shall have the right to make any changes to services which are necessary to comply with legal requirements or safety standards and regulations and the Supplier will notify the Customer in any such event. If an increase in charges is required and is not accepted by the Customer, they shall notify the Supplier in writing within 2 weeks of the date of the Supplier’s notice and either party shall have the right without limiting its other rights and remedies to terminate the contract by giving 4 weeks written notice.

2.4     The Supplier warrants to the Customer that the Services will be provided using reasonable skill and care.

2.5     The Supplier warrants to the Customer that it will be insured for Public, Employers and Product liability and in event of loss of keys entrusted to them.


3.1     The Customer shall:

(a)     ensure that the terms of any information it provides in the Specification are complete and accurate

(b)     prepare the Customer’s premises for the supply of Services and provide all light, hot water and power which is required to carry out the services

(c)     co-operate with the Supplier in all matters relating to the Services

(d)     provide  the  Supplier,  its  employees,  agents,  consultants  or  subcontractors  with access  to  the Customer’s premises, office accommodation and other facilities as reasonably required by the Supplier

 (e)    provide a safe working environment as described by the Health & Safety at Work Act 1974

 (f) provide to the Supplier a copy of any asbestos survey and risk assessments conducted

(g)   make any formal complaint in writing within seven days of i t becomi ng aware of the occurrence or incident, where by if no complaint is received in accordance with the terms of this provision, the Customer will be deemed to be satisfied with the Supplier’s execution of the Specification.

(h) Co-operate with the Supplier’s staff by permitting them a safe working environment with access to the premises to be cleaned at the agreed times in the Specification Document and provide the Supplier with any information, electricity supply or consumables for dishwashers reasonably required to complete the services by the Supplier; and

(i) Obtain all necessary permissions and consents which may be required before the commencement of the services;

3.2 In the event that the Customer or any third party, not being a sub-contractor of the Supplier, shall omit or commit anything which prevents or delays the Supplier from undertaking or complying with any of its obligations under this Agreement, then the Supplier shall notify the Customer as soon as possible and:

3.2.1 The Supplier shall have no liability in respect of any delay to the completion of any project;

3.2.2 If applicable, the timetable for the project will be modified accordingly;

3.2.3 The Supplier shall notify the Customer at the same time if it intends to make a proposal for additional costs.


4.1 The price for the supply of services are as set out in the Specification Document. The Supplier shall invoice the Customer each month in arrears.

4.2 Invoiced amounts shall be due and payable within 30 days of receipt of invoice. Customers who pay via standing order in relation to our contract services, are advised on cancellation of the contract the responsibility of cancelling the standing order with their bank is the Customer’s responsibility.

4.3 The Supplier shall be entitled to charge interest on overdue undisputed invoices at the rate of 2% per annum above Barclays Bank PLC’s base rate. Such interest will accrue on a daily basis from the due date until the payment date, and should pay the interest due with the overdue amount.

4.4 In the event that the Customer’s procedures require that an invoice be submitted against a purchase order to payment, the Customer shall be responsible for issuing such purchase order before the goods and services are supplied.


5.1 All services shall be required to conform to the specification in the Specification Document and shall be delivered to a standard commensurate with professional cleaning and janitorial services.


6.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:

(a) death  or  personal  injury  caused  by  its  negligence,  or  the  negligence  of  its employees,  agents  or subcontractors.

(b) Fraud or fraudulent misrepresentation, or

(c) Breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession)

6.2 The Supplier shall maintain insurance for its staff including: accidental damage, breakages and loss of property from the Customer’s premises; personal injury caused by the actions of its staff or contactors; public liability insurance not less than £2,000,000, and shall provide on demand to the Customer copies of insurance documents as evidence.

6.3 The Customer shall ensure that irreplaceable items (whether monetarily or sentimentally valuable) be stored away and/or not cleaned by the Supplier’s staff or sub-contractors.

 6.4 The Supplier shall not be responsible for any pre-existing damage to Customer’s property in the form of old stains/burns/spillages which cannot be cleaned/removed completely using industry standard cleaning methods.

 6.5 The Supplier shall not be liable for the shrinkage of carpets as a result of poor fitting.

 6.6 The Supplier shall use its best endeavours to make sure the Customer’s premises are cleaned to a high standard. However, if appliances, furnishings or fittings have not been cleaned since they were purchased the Supplier shall not be liable for ingrained dirt that cannot be removed using chemicals.

6.7 If freezer appliances are to be cleaned, the Supplier requires the Customer to  turn off/partially defrost these appliances in advance.

6.8 The Supplier shall not be responsible for any damage caused as a result of the Customer placing furniture on a carpet which has not completely dried.

6.9 The Supplier shall not liable for any wear or discolouration of fabric that becomes more notable once dirt is removed.

6.10 The Supplier is not liable for any damages caused by faulty products/equipment provided by the Customer.

6.11 The  Supplier  warrants  that  all  cleaners,  staff  and  sub-contractors  will  maintain confidentiality whilst operating in the Customer’s premises.


7.1 The parties may at any time mutually agree upon and execute new Specification Documents.  Any alterations in the scope of goods and/or services to be provided under this Agreement shall be set out in the Specification Document, which shall reflect the changed goods and/or services and price and any other terms agreed between the parties in writing.

7.2 The Customer may at any time request alterations to the Specification Document by notice in writing to the Supplier.  On receipt of the request for alterations the Supplier shall, within 5 working days or such other period as may be agreed between the parties, advise the Customer by notice in writing of the effect of such alterations, if any, on the price and any other terms already agreed between the parties.

7.3 Where the Supplier gives written notice to the Customer agreeing to perform any alterations on terms different to those already agreed between the parties, the Customer shall, within 5 working days of receipt of such notice or such other period as may be agreed between the parties, advise the Supplier by notice in writing whether or not it wishes the alterations to proceed.

7.4 Where the Supplier gives written notice to the Customer agreeing to perform alterations on terms different to those already agreed between the parties, and the Customer confirms in writing that it wishes the alterations to proceed on those terms, the Specification Document shall be amended to reflect such alterations and thereafter the Supplier shall perform this Agreement upon the basis of such amended terms.


Either party may terminate this Agreement forthwith by notice in writing to the other if:

8.1 there is provided a period of notice of eight weeks of the termination of this agreement by either party.

8.2 the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 2 weeks of being given written notice from the other party to do so;

8.2 the  other  party  commits  a  material  breach  of  this  Agreement  which  cannot  be remedied  under  any circumstances;

8.3 the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;

 8.4 the other party ceases to carry on its business or substantially the whole of its business; or

8.5 the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.


9.1 Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.


11.1 The Supplier and the Customer are independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties.


12.1 Neither party shall be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of the other party.


13.1 If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.


14.1 The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.


15.1 Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party given in the Specification Document or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.


16.1 This  Agreement  contains  the  entire  agreement  between  the  parties  relating  to  the  subject matter  and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.


17.1 Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.


18.1 This Agreement shall be governed by and construed in accordance with the law of England & Wales and the parties hereby submit to the exclusive jurisdiction of the English courts to settle any dispute or claim.