2.      Unless previously withdrawn this Quotation will remain open for acceptance for three months from the date hereof or for any other period expressly stated. Thereafter the said Tender and estimate will be subject to confirmation by the Contractor.

3.      The Contractor undertakes to be fully insured in respect of Employer’s Liability. The Contractor’s total aggregate liability in contract, tort or otherwise (or liability for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss) arising in connection with the performance or contemplated performance of this Contract shall be limited to the total fees paid by the Client to the Contractor in the 12 months immediately preceding the date on which the claim giving rise to such liability arose,

4.      The Contract sum quoted has been calculated to exclude the attendance of the Contractor’s staff on all statutory Bank Holidays unless otherwise agreed in writing. Should the Client require service to be provided on statutory Bank Holidays then this is to be subject to a separate agreement.

5.      All materials, machinery and equipment supplied by the Contractor shall be for the exclusive use of the servants and agents of the Contractor. The Contractor accepts no liability of any kind including injury, damage, and consequential loss or otherwise arising from the use of the Contractor’s equipment, materials or machinery.

6.      The Contract sum is based on the rates of wages, cost of materials, Employers’ National Insurance Contributions, other outgoings and overheads at the date of this Contract. In the event of increases in wages, Employer’s National Insurance Contributions, other outgoings and overheads after the date of this Contract, whether by Government Legislation or otherwise, the Contractor shall have the right to adjust its charges appropriately during the operational period of the Contract.

7.      The engagement of the Contractor under this Contract shall continue for the stated contractual period and then unless and until determined by not less than three full calendar months’ notice in writing given by either party to the other party. A full calendar month being determined and accepted by both the Contractor and the Client as being from the 1st to the 30th/31st of the month, whichever being applicable, with the exception of February being 28 days. The final day of service will be the last day of the 3^rd month of notice.

8.      The Contractor shall be able to recover from the Client any additional costs incurred on commencement or termination of contract as a result of Government Legislation including any and all costs arising due to TUPE transfers resulting and any costs incurred relating to periods of notice for the Contractor’s staff. There shall be added to the Contract price the amount of value added tax that is due under the regulations in force at the date of the invoice. In the event of invoices remaining unpaid for a period greater than thirty days the Contractor reserves the right to terminate the Contract without notice in writing and to remove all equipment and materials after advising the Client of its intentions. Should the Contract have to be terminated for non-payment in this manner then the Client will be liable for the full outstanding invoice value of the contractual period remaining. The Contractor reserves the right to charge the Client the full outstanding invoice value of the remaining contractual period should the Client wish to terminate the agreement before the Contract has run its course.

9.      The Client shall provide, free of charges, all necessary light, hot water, electrical supply and other facilities, which may be required to enable the Contractor to carry out the work. The Client shall provide, free of charges, suitable and safe accommodation for such equipment and materials as the Contractor deems necessary to leave on the Client’s premises.

10.    The Client shall also ensure that its premises are safe for the Contractor’s Employees, Servants and Agents to carry out the work which is subject of these conditions

11.    All materials supplied by the Contractor but not of his manufacture shall only be guaranteed only to the extent of any guarantee given to the Contractor by the manufacturer.

12.    No responsibility will be taken by the Contractor for any problems arising from the use of any alarm system by its servants or agents. The Client shall provide a contact name and number for a designated key holder who may be contacted out of working hours in the event of any problems arising from the setting of any alarm system. If the Contractor or its servants or agents are required to continue attendance or attend the premises outside the contracted hours additional costs will be incurred for which the Client will be held liable.

14.    The Contractor will not be liable for any loss, damage or injury arising from the breaking or disintegration, during cleaning by the Contractor’s servants or agents of any cracked, defective or broken part of the property or fixtures and fittings of the Client. The Contractor reserves the right to make good any damage for which it may be liable under this agreement in lieu of making payment thereof.

15.    It shall be assumed that if no written complaint is received by the Contractor the services specified herein are being performed efficiently. Should any complaint be necessary, either as to the quality of work or the conduct or non-attendance of the staff or as to breakage’s of any article on the subscribers’ premises caused by the cleaning staff, it shall be made in writing within 48 hours of its occurrence and upon receipt of any such complaint the Contractor will take all necessary steps to investigate and rectify the matter without any expense to the Client. In so much that it can be determined that such damage was attributable to or caused by the negligence of the staff of the agent or Contractor.

16.    It is a condition of the Contract that the Client hereby undertakes that they or any of their representatives will not during the period of the engagement of the Contractor hereunder or for a period of 12 months after the termination thereof offer to give any person or persons employed by the Contractor any employment similar to their employment with the Contractor, whether the employment be either cleaning, domestic, janitorial or canteen duties on either a part-time or full-time basis. The Contractor reserves the right to charge a recruitment and training fee should the Client engage the Contractor staff within a 12 month period.

17.    The Contractor will not be liable for failure to carry out work if prevented from doing so as a result of any trade dispute, strike, lockout (including shut down periods) or circumstances beyond the Contractor’s control.

18.    The Contractor’s charges will be invoiced monthly, the first Invoice arriving on commencement of the Contract. All invoices shall be paid within 30 days of the date of Invoice. In the event of Invoices remaining unpaid for a period excess of 21 days the Contractor reserves the right to either suspend the service during which time the Client will be liable for the full contractual charge during the period of suspension or to terminate its engagement without notice in writing to the Client, and to remove equipment and materials from the Client’s premises, after advising the Client of its intention so to do. A termination by the Contractor of its engagement hereunder pursuant to this Condition shall be without prejudice to its rights against the Client for failure to pay the Contractor’s charges should service be cancelled for non-payment. The Client will be invoiced for the full outstanding Contract value.

19.    Any variation in these Terms & Conditions can be made only by letter from the registered office of the Contractor signed by or on behalf of the Contractor by a Company Director.

20.    Any variation to this Contract whether it be one of cost or amendment to Schedule or Specification stated within this Quotation, will remain subject to all said Terms and Conditions.

21.    Any credit notes issued by the Contractor are on the basis of the shortfall between contracted hours and total hours worked each week, for the costs of labour only.

22.    The Client shall make provision of secure storage space for all machinery, equipment, consumables and materials belonging to the Contractor. The Client shall make good to the owner all loss of or damage to all equipment and materials stored by the Contractor which has been allocated to the Client and shall also indemnify the owner in respect of all claims by any person whatsoever who is employed by the Contractor for injury to person or property caused by or in connection with or arising out of the use of any equipment or materials supplied by the Contractor and stored by the Client and in respect of all costs and charges in connection therewith whether arising under statute or common law. In the event of loss or damage to the any equipment or materials the Contractor will charge the Client in the form of a seven day invoice for replacement and any other associated costs that may be incurred.

23.    Each provision of this Contract is distinct and severable from each other provision. If at any time any provision of this Contract becomes invalid, illegal or unforceable, this shall not affect the validity of any other provision.

24.    The Contractor may transfer or assign the whole or any part of its rights and obligations under this Contract to any person. On request by the Contractor, the Client shall immediately execute and deliver to the Contractor any form of instrument required by the Contractor to confirm of facilitate any transfer or assignment, by way of novation or otherwise. This Contract shall remain enforceable, valid and binding for all purposes even if the Contractor changes its name or constitution or is amalgamated or consolidated with any other person.