PREMISERV LIMITED
STANDARD TERMS AND CONDITIONS OF BUSINESS
1. The acceptance of this quotation shall include the acceptance of the Terms and Conditions hereinafter specified and are applicable from the date of commencement of the Contract and apply to all services provided. The Contract shall be for a period of 36 months and is then subject to a 3 calendar months termination period. In the event the Contract is renegotiated or amended the Contract will run for a further period of 36 months from the date of the amendment or renegotiation on a 36-month contract and is then will subject to 3 calendar months termination notice period. The Contract is a rolling contract and will renew at the end of the 36-month contractual term. Any variation of the Terms and Conditions shall only be valid if expressly accepted by the Contractor in writing.
2. Unless previously withdrawn this Quotation will remain open for acceptance for 3 months from the date hereof or for any other period expressly stated. Thereafter the Quotation 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 36 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. In the event of loss or damage to the any equipment or materials due to unauthorised use 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.
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/or 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 renew on a rolling basis unless determined by written notice to terminate the agreement being provided by the Client to the Contractor. The agreement will then terminate at the end of the current contractual period following a 3 months’ notice period. 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, except for February being 28 days. The final day of service will be the last day of the 3rd month of notice.
8. The Contractor shall be able to recover from the Client any additional costs incurred on commencement, during the period of operation, or post termination of contract as a result of Government Legislation including any and all costs arising due to TUPE transfers resulting from the contract whether incoming or outgoing and any costs incurred relating to periods of notice for the Contractor’s staff. Additional costs due to legislative changes, TUPE transfers, or pension fund shortfalls beyond the agreed pension contributions, pension actuarial or administration fees will be recoverable from the Client even after the contract has expired if these costs relate to the period of service contract.
9. 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 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.
10. The client and contractor acknowledge and agree that the sums payable under clause 9 and clause 21 shall constitute liquidated damages; not penalties and are in addition to all other rights of contractor including the right to call a default. The parties further acknowledge that (i) the amount of loss or damages likely to be incurred is incapable or is difficult to precisely estimate, (ii) the amounts specified bear a reasonable relationship to, and are not plainly or grossly disproportionate to, the probable loss likely to be incurred in connection with any failure by the client to fulfil their obligations under the contract and (iii) one of the reasons for client and contractor reaching an agreement as to such amounts was the uncertainty regarding the question of actual damages.
11. 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.
12. If the contract terminates for reasons outlined in clause 9, clause 21 or for any other reason, in the event the Contractors invoices are unpaid by the Client beyond the stated terms, the Client agrees the Contractor may recover from the Client all legal costs including, legal fees, solicitors’ costs, or any other costs that are incurred obtaining payment of its unpaid invoices.
13. The Client shall ensure a safe environment in full compliance with all current legislation and regulation for all Contractor’s employees and agents to carry out the work.
14. 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.
15. 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 charged and undertakes, they will duly pay.
16. In the event of a contractor’s employee being absent due to illness, should the client require the shift to be covered, the cover will be provided at additional cost. This charge will be at the contractor’s discretion and only applied where appropriate. The contractor will take steps to mitigate any such additional charge wherever they deem possible.
17. No claim against the Contractor in respect of alleged negligence of the Contractor, its servants or agents, or any alleged defect in the Contractor’s plant or machinery or in respect of any other matter shall be enforceable unless notice in writing thereof is received by the Contractor at its Registered or Head Office within 48 hours after the happening of the event giving rise to the claim.
18. 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.
19. 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, the conduct or non-attendance of the staff or as to breakage’s of any article on the Clients premises caused by the Contractor 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, should it be determined that such damage was attributable to or caused by the negligence of the employees of the Contractor.
20. 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 6 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 or other duties on either a part-time or full-time basis. The Contractor reserves the right to charge a recruitment and training fee of 20% of the employees’ annual salary should the Client engage the Contractors staff without their agreement.
21. 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 any other circumstances beyond the Contractor’s control.
22. 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 beyond terms 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, 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.
23. 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.
24. 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 stated Terms and Conditions.
25. Any credit notes issued by the Contractor are based on the shortfall between contracted hours and total hours worked each week, for the costs of labour only.
26. 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 unenforceable, this shall not affect the validity of any other provision.
27. Notice to terminate the agreement can be proffered at any time and when accepted the agreement will then not roll into another contractual period terminating at the end of the contractual period; subject to the expiration of the 3 months’ notice period. The 3 months’ notice period at the end of the contract will allow for any necessary administration such as any required TUPE transfer.
28. 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.
