Terms & Conditions
Conditions of Supply
1. DEFINITIONS AND INTERPRETATION:
1.1. The following terms as used herein shall have the meaning as stated:
Acceptance: the Company’s written acknowledgment of the Client’s instructions to the Company to undertake work for the Client;
Charges: the charges, costs, disbursements and expenses referenced in the Acceptance, or subsequently notified to the Client;
Client: the party named as the client in the Acceptance;
Company: Aquamark Cleaning Limited;
Conditions: these terms and conditions;
Contract: a contract between the Company and the Client for the supply of Services, as evidenced by the Acceptance;
Effective Date: the date on which the Acceptance is issued by the Company;
Initial Contract Term: the initial period of 12 months from the Effective Date;
Premises: the place where the Services are to be performed;
Services: the services to be provided by the Company which are referenced in the Acceptance.
2. APPLICATION OF CONDITIONS:
2.1. The Company and the Client shall each be deemed to be a party for the purposes of these Conditions and the term parties shall be construed accordingly.
2.2. No Contract shall come into existence other than in accordance with the Acceptance.
2.3. The Contract shall remain in force for the Initial Contract Term and shall continue thereafter for successive periods of 12 months unless either party gives the other party written notice of termination of the Contract at least one month prior to the end of the Initial Contract Term or any successive period of 12 months, as appropriate, subject to earlier termination of the Contract under clause 7.1.
2.4. The Contract shall be governed by these Conditions to the exclusion of any other terms or conditions.
3. OBLIGATIONS OF THE PARTIES:
3.1. The Company will carry out the Services set out in the Acceptance. The Client acknowledges that:
(a) any changes, alterations or additions to the Services or any related matter will be charged at the Company’s applicable rates, including
(i) any change to the Premises by reason of relocation, extension or alteration; or
(ii) any change to the area of the Premises,
in respect of which the Services are to be performed; and
(b) any performance timescales given by the Company are estimates only and the Company shall not be liable for any delay in performing the Services, unless the Company has agreed in writing to abide by any specific performance date(s).
3.2. The Company warrants that the Services will be performed with reasonable skill and care.
3.3. The Client shall:
(a) provide all necessary information to the Company in relation to all matters affecting the Services, including information related to access to and management of the Premises;
(b) ensure that all reasonable and practical measures are taken to enable the Company to undertake the Services and shall provide without charge such access and facilities as the Company may reasonably require; and
(c) ensure that the Premises are safe and comply with all obligations required by UK and EU health and safety legislation and that the provision of the Services by the Company will not at any time contravene any statutory or other regulation, order or bylaw affecting the security of the Premises or the business carried out at the Premises.
3.4. If the Company is unable to perform the Services in whole or in part due to any act or omission directly or indirectly attributable to the Client, then the Company shall be entitled to be paid for the Services in full or in part, as appropriate. Without limiting the generality of this clause 3.4, the Client shall be liable under this clause 3.4 where:
(a) the Company is unable to access the Premises or any part of the Premises in order to provide the Services, or is prevented from so doing; or
(b) the Company is notified by the Client not to attend the Premises on any day in respect of which:
(i) the parties have already agreed that the Company is to provide the Services; or
(ii) the Company has notified the Client that the Services will be provided.
3.5. Any equipment supplied by the Client to the Company to assist the Company in performing the Services shall be supplied at the Client’s sole risk.
4. INTELLECTUAL PROPERTY RIGHTS AND CONFIDENTIAL INFORMATION:
4.1. All intellectual property rights in relation to the Services shall vest in and belong solely and exclusively to the Company.
4.2. The Client and the Company agree that in the course of the Company providing the Services to the Client, the parties may disclose to each other certain information which is confidential to the disclosing party. The information may be confidential because it has been marked or designated as such by the disclosing party, or because the information should reasonably be supposed by the receiving party to be confidential. The Client and the Company agree that each party will maintain the confidentiality of the confidential information and not disseminate it to any third party without the disclosing party’s prior consent, save that this obligation shall not apply to any confidential information that either party has a duty (whether legal or otherwise) to communicate or that is in the public domain or is already in the receiving party’s possession through no fault of the receiving party.
5. CHARGES AND PAYMENT:
5.1. The Charges payable under the Contract shall be those which are referenced in the Acceptance or subsequently notified to the Client and all such Charges are exclusive of Value Added Tax.
5.2. The Company reserves the right to increase the Charges on each anniversary of the Effective Date and the Company will notify the Client of any such increase at least one month prior to any such anniversary.
5.3. Notwithstanding the provisions of clause 5.2, the Company may increase the Charges in order to reflect any additional costs to the Company in providing the Services to the Client.
5.4. The Company’s payment terms are 28 days from date of invoice. Time for payment shall be of the essence.
5.5. If the Client fails to pay to the Company any sum due to the Company on or before the date that such sum falls due for payment, then the Company shall be entitled to charge the Client interest thereon at a rate of five per cent (5%) per annum above the Bank of England’s Base Rate or, where applicable, the allowable rate of interest chargeable on commercial debts (whichever is the higher) from the date that such sum falls due until the same has been paid to the Company.
5.6. Without limiting any other right or remedy available to the Company (up to and including termination of the Contract), the Company reserves the right to suspend any further work under the Contract if any Charges payable to the Company have not been paid in full.
6. WARRANTIES AND LIABILITY:
6.1. The following provisions set out the Company’s financial liability to the Client in respect of:
(a) any breach of these Conditions;
(b) any use made by the Client of any of the Services; and
(c) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
6.2. Except for the warranty given by the Company in clause 3.2, all warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 2 of the Supply of Goods and Services Act 1982) are, to the fullest extent permitted by law, excluded from the Contract.
6.3. Nothing in these Conditions excludes or limits the Company’s liability:
(a) for death or personal injury caused by the Company’s negligence; or
(b) for any matter for which it would be illegal for the Company to exclude or attempt to exclude the Company’s liability; or
(c) for fraud or fraudulent misrepresentation.
6.4. Subject to clause 6.2 and clause 6.3:
(a) the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance of the Contract shall be limited to the amount of the Charges paid by the Client for the Services during the applicable 12 month period in which the relevant claim or claims arose; and
(b) the Company shall not in any event be liable to the Client for loss of profit, economic loss, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
7.1. Either party shall be entitled by notice in writing to the other party at any time forthwith to terminate the Contract if the other party is in material or persistent breach of the Contract or if the other party becomes subject to insolvency proceedings.
7.2. Any equipment or materials used by the Company in performing the Services may be removed by the Company from the Premises following termination of the Contract.
8.1. The Client shall not at any time during the Contract or for a period of 6 months after its termination offer employment to or employ a person engaged in the provision of the Services.
8.2. In the event that the Client breaches clause 8.1 in relation to any person, the Client shall pay to the Company in respect of each such person on demand a sum equivalent to the salary and other remuneration of such person over a period of 6 months.
9. FORCE MAJEURE:
The Company shall not be liable to the Client for any loss or damage experienced by the Client as a direct or indirect result of the supply of the Services by the Company being prevented, restricted, hindered or delayed by any circumstances outside the control of the Company.
10.1. The Contract constitutes the entire agreement between the parties.
10.2. The Company may subcontract all or any of its obligations under the Contract.
10.3. No variation to the Contract shall be effective unless agreed in writing by the parties hereto.
10.4. In the event that any part of the Contract shall be held to be unenforceable by a court of competent jurisdiction, then the remainder thereof shall remain in full force and effect.
10.5. The Contract shall be construed in accordance with the laws of England and Wales and shall be subject to the exclusive jurisdiction of the English Courts.