Interpretation

Definitions. In these Terms & Conditions, the following definitions apply:

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

Charges: Mean the charges payable by the Customer for the supply of the Services in accordance with clause 5.

Commencement Date: Has the meaning set out in clause 2.4.

Contract: Means the contract between CO® and the Customer for the supply of Services in accordance with these Conditions.

CO®: Means Cleaning Operations UK Limited, a company incorporated in England and Wales with company registration number 08775425 and whose registered address is situated at Sherendon House, 43 Botley Road, Park Gate, Southampton SO31 1AY .

Customer: Means the person or firm who purchases Services from CO®.

Deliverables: Mean the deliverables set out in the Specification produced by CO® for the Customer.

Intellectual Property Rights: Mean all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Order: Means the Customer's order for Services as set out in the Customer's purchase order form, or the Customer's written acceptance of the Specification provided by CO®, as the case may be.

Services: Mean the services, including the Deliverables, supplied by CO® to the Customer as set out in the Specification.

Specification: Means the description or specification of the Services, including the Charges, provided in writing by CO® to the Customer.

CO® Materials: Has the meaning set out in clause 4.1(g).

Terms & Conditions: Mean these terms and conditions as amended from time to time in accordance with clause 11.8.

Construction. In these Terms & Conditions, the following rules apply:

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

A reference to a party includes its personal representatives, successors or permitted assigns;

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

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; and

A reference to “writing” or “written” includes faxes and e-mails.

Basis of contract

The Customer may make an enquiry in respect of the Services via telephone or e-mail.

Upon receipt of an enquiry, CO® shall arrange a meeting with the Customer and/or a site survey of the Customer’s premises to discuss the Charges and the Specification. CO® shall then provide the Customer with the Specification in writing.

The Order constitutes an offer by the Customer to purchase Services in accordance with these Terms & Conditions.

The Order shall only be deemed to be accepted when CO® issues written acceptance of the Order at which point and on which date the Contract shall come into existence (“Commencement Date”).

The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of CO® which is not set out in the Contract.

Any samples, drawings, descriptive matter or advertising issued by CO®, and any descriptions or illustrations contained in CO®'s catalogues, brochures, or on the CO® website are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

These Terms & Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

Any quotation and/or Specification given by CO® to the Customer shall not constitute an offer, and is only valid for a period of 30 Business Days from its date of issue.

Supply of Services

CO® shall supply the Services to the Customer in accordance with the Specification in all material respects.

CO® shall use all reasonable endeavours to meet any performance dates specified in the Specification, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

CO® shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and CO® shall notify the Customer in any such event.

CO® warrants to the Customer that:

The Services will be provided using reasonable care and skill and to a standard as expected in the industry of professional cleaning services;

That any Customer complaint will be responded to by CO® within 24 hours in accordance with clause 3.5;

It maintains relevant insurance policies in connection with the provision of the Services. Details of such insurance policies shall be made available to the Customer upon request; and

It shall maintain as far as reasonably practicable, a mobile application which the Customer may use to review the progress of the supply of the Services.

CO® is committed to providing the highest standard of customer service to Customers. In the unlikely event of a Customer complaint, CO® will ensure the Customer complaint is responded to within 24 hours, and dealt with quickly and fairly, and in accordance with the following:

A Customer complaint can be raised:

Via Telephone;

Via e-mail; or

In writing at CO®’s address as set out above.

A Customer complaint must include detail of the circumstances of the complaint.

CO® will investigate all Customer complaints promptly upon receipt.

If a dispute arises out of or in connection with the Contract or the performance, validity or enforceability of it (“Dispute”), or in connection with any Customer complaint, the parties shall follow the procedure set out in this clause 3.5:

Either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, the Operations Manager of CO® and the Customer shall attempt in good faith to resolve the Dispute;

If the Operations Manager of CO® and the Customer are for any reason unable to resolve the Dispute within 3 Business Days of service of the Dispute Notice, the Dispute shall be referred to the Managing Director of CO® who shall attempt in good faith to resolve it with the Customer; and

If the Managing Director of CO® and the Customer are for any reason unable to resolve the Dispute within 10 Business Days of it being referred to them, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR Solve. To initiate the mediation, a party must serve notice in writing (“ADR notice”) to the other party to the Dispute, requesting mediation. A copy of the ADR notice should be sent to CEDR Solve. The mediation will start not later than 10 Business Days after the date of the ADR notice.

No party may commence any court proceedings in relation to the whole or part of the Dispute until 10 Business Days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delay.

If the Dispute is not resolved within 10 Business Days after service of the ADR notice, or either party fails to participate or to continue to participate in the mediation before the expiration of the said period of 10 Business Days, or the mediation terminates before the expiration of the said period of 10 Business Days, the Dispute shall be finally resolved by the courts of England and Wales.

Customer's obligations

The Customer warrants that it shall:

Ensure that the terms of the Order, and any information it provides to CO® to allow CO® to prepare the Specification, are/is complete and accurate;

Co-operate with CO® in all matters relating to the Services;

Provide CO®, its employees, agents or subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by CO®;

Provide CO® with such information and materials as CO® may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;

Prepare the Customer's premises for the supply of the Services and ensure that the Customer’s premises is a safe working environment for CO®’s employees, agents or subcontractors, and that the Customer has adhered to all relevant legislation or regulations setting out current UK health and safety requirements;

Obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start;

Keep and maintain all materials, equipment, cleaning supplies, documents and other property of CO® (“CO® Materials”) at the Customer's premises in safe custody at its own risk, maintain CO® Materials in good condition until returned to CO®, and not dispose of or use CO® Materials other than in accordance with CO®'s written instructions or authorisation.

If CO®'s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (“Customer Default”):

CO® shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays CO®'s performance of any of its obligations;

CO® shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from CO®'s failure or delay to perform any of its obligations as set out in this clause 4.2; and

The Customer shall reimburse CO® on written demand for any costs or losses sustained or incurred by CO® arising directly or indirectly from the Customer Default.

The Customer shall indemnify CO® for direct damage to tangible property, including the CO® Materials, caused by the negligence of the Customer’s employees, agents or subcontractors. In connection with such direct damage to tangible property, the Customer shall make payment to CO® all reasonable costs arising in connection with the repair of such direct damage.

The Customer shall indemnify without limit CO® for personal injury or death caused by the negligence of the Customer’s employees, agents or subcontractors in connection with the Customer’s failure to provide a safe working environment for CO®’s employees, agents or subcontractors in accordance with clause 4.1(e).

Charges and payment

The Charges for the Services shall be on a time and materials basis:

The Charges shall be calculated in accordance with CO®'s standard daily fee rates, as set out in the Specification;

CO®'s standard daily fee rates for each individual are calculated on the basis of a ten-hour day (two people) from 6pm – 11pm worked on Business Days;

CO® shall be entitled to charge an overtime rate of NA per cent of the standard daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 5.1(b); and

CO® shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom CO® engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by CO® for the performance of the Services, and for the cost of any materials.

CO® reserves the right to increase its standard daily fee rates, provided that such charges cannot be increased more than once in any 12 month period. CO® will give the Customer written notice of any such increase 30 days before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify CO® in writing within 10 days of the date of CO®'s notice and CO® shall have the right without limiting its other rights or remedies to terminate the Contract within 30 days or in time mutually agreed in writing by giving written notice to the Customer.

CO® shall invoice the Customer monthly in arrears.

The Customer shall pay each invoice submitted by CO® within 30 days of the date of the invoice and in full and in cleared funds to a bank account nominated in writing by CO®, and time for payment shall be of the essence of the Contract.

All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (“VAT”). Where any taxable supply for VAT purposes is made under the Contract by CO® to the Customer, the Customer shall, on receipt of a valid VAT invoice from CO®, pay to CO® such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

Without limiting any other right or remedy of CO®, if the Customer fails to make any payment due to CO® under the Contract by the due date for payment as set out on each invoice (“Due Date”), CO® shall have the right to charge interest on the overdue amount at the rate of 5% per cent per annum above the then current Barclays Bank's base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.

The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against CO® in order to justify withholding payment of any such amount in whole or in part. CO® may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by CO® to the Customer.

CO® may offer the Customer a 10% reduction in the Customer’s first invoice in exchange for a Customer testimonial for CO® to use and/or publish in connection with CO®’s marketing materials, including, but not limited to, CO®’s catalogues, brochures, or website.

CO® reserves the right to invoice the Customer for additional Charges that may arise in connection with any amendment to the Specification, any amendment to specific dates on which the Services are to be supplied, or any variation to the Contract in accordance with clause 11.8. For the avoidance of doubt, the Customer shall be notified prior to such additional Charges being incurred by the Customer.

The Customer acknowledges that in respect of Services provided to the Customer on a Bank Holiday, an hourly rate of £15.00 per hour plus VAT shall be applicable to the Charges.

Intellectual property rights

All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by CO®.

The Customer acknowledges that, in respect of any third party Intellectual Property Rights, the Customer's use of any such Intellectual Property Rights is conditional on CO® obtaining a written licence from the relevant licensor on such terms as will entitle CO® to license such rights to the Customer.

All CO® Materials are the exclusive property of CO®.

Each party hereby grants, for the duration of the Contract and until terminated with 1 months’ written notice thereafter, a non-exclusive licence to the other party for the other party to use and/or publish its trade mark, logo and/or company name in connection with the other party’s marketing materials, including, but not limited to, the other party’s catalogues, brochures, or website. For the avoidance of doubt, the grant of such licence shall survive termination of the Contract, unless the party granting such licence terminates the grant of such licence by giving the other party 1 month’s written notice.

Confidentiality

A party (“Receiving Party”) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (“Disclosing Party”), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business or its products or its services or its methodologies which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 7 shall survive termination of the Contract.

Limitation of liability

Nothing in these Terms & Conditions shall limit or exclude CO®'s liability for:

Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; or

Fraud or fraudulent misrepresentation.

Subject to clause 8.1:

CO® shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

CO®'s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the value of the Contract.

CO® shall indemnify the Customer for direct damage to tangible property caused by the negligence of its employees, agents or subcontractors in connection with the performance of their duties under the Contract. In connection with such direct damage to tangible property, CO® shall make payment to the Customer all reasonable costs arising in connection with the repair of such direct damage. For the avoidance of doubt, such reasonable costs shall not exceed the value of the Contract in accordance with clause 8.2(b).

Except as set out in these Terms & Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

This clause 8 shall survive termination of the Contract.

Termination

Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:

The other party commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 5 days of that party being notified in writing of the breach;

The other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;

The other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

A petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

The other party (being an individual) is the subject of a bankruptcy petition or order;

A creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;

An application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);

A floating charge holder over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;

A person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

Any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 9.1(b) to clause 9.1(i) (inclusive);

The other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or

The other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.

Without limiting its other rights or remedies, CO® may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.

Without limiting its other rights or remedies, each party shall have the right to terminate the Contract by giving the other party 1 months' written notice.

Without limiting its other rights or remedies, CO® shall have the right to suspend provision of the Services under the Contract or any other contract between the Customer and CO® if the Customer becomes subject to any of the events listed in clause 9.1(b)) to clause 9.1(l), or CO® reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

Consequences of termination

On termination of the Contract for any reason:

The Customer shall immediately pay to CO® all of CO®'s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, CO® shall submit an invoice, which shall be payable by the Customer immediately on receipt;

The Customer shall return all CO® Materials which have not been fully paid for. If the Customer fails to do so, then CO® may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;

CO® and the Customer shall, where necessary, arrange a meeting to ensure an effective transition from the supply of the Services to the supply of the services of any relevant third party service provider.

The accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and

Clauses which expressly or by implication have effect after termination shall continue in full force and effect.

General

Force majeure:

For the purposes of this Contract, “Force Majeure Event” means an event beyond the reasonable control of CO® including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of CO® or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

CO® shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

If the Force Majeure Event prevents CO® from providing any of the Services for more than 8 weeks, CO® shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.

Assignment and subcontracting:

CO® may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.

The Customer shall not, without the prior written consent of CO®, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

Notices:

Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party's main fax number.

Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed, or if sent by fax, on the next Business Day after transmission.

This clause 11.3 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, "writing" shall not include e-mails and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by e-mail.

Waiver:

A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.

Severance:

If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.

If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.

Variation: Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by CO®.

Governing law and jurisdiction: This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.