Terms and Conditions

1. Definitions and Interpretation
1.1. In these conditions the following words shall have the following meanings:-
1.2. ‘Area’ means the area at the address specified in the Quotation;
1.3. ‘Charges’ mean the amounts set out in the Quotation;
1.4. ‘Cleaning Services’ means the normal cleaning service as detailed in the Quotation;
1.5. ‘Client’ or ‘you’ or ‘your’ means the person, firm, company or organisation whose details appear in the Quotation;
1.6. ‘Commencement Date’ means the date set out in the Specification; 
1.7. ‘Company’ or ‘us’, ‘we’ or ‘our’ means Julius Rutherfoord & Co. Ltd;
1.8. ‘Contractual Term’ means the period during which the Company shall provide the Cleaning Services and any Other Services as set out in the Quotation and/or the Specification;
1.9. ‘Other Charges’ means charges for Other Services;
1.10. ‘Other Services’ means any services not included in the Quotation;
1.11. ‘Parties’ means the Company and the Client, and ‘Party’ shall mean either one of them;
1.12. ‘Quotation’ means our quotation for the provision of cleaning services;
1.13. ‘Specification’ means the Specification for the Cleaning Services.
2. Cleaning Services
2.1. The Company will provide the Cleaning Service in a proper and workmanlike manner for the Client at the Area in consideration of you paying the Charges to us.
2.2. The Company shall supply all the necessary labour and materials necessary to carry out works to the satisfaction of the Client’s representative.
2.3. The Company shall supply competent, uniformed workpeople of good character in the numbers required, suitable for the types of works to be carried out.
2.4. The Company shall undertake positive identification and Security Vetting, as set out in the Quotation, on all its employees attending the Client’s premises. 
2.5. The Company will maintain its Quality Management System accredited to ISO 9001. 
2.6. The Company shall comply as regards work to be performed within the site with the rules, regulations, and requirements in force for the time being.
2.7. The machines and materials used to undertake the cleaning services shall be in good condition and suitable for use in performing the work in the question. All electrical equipment supplied shall be regularly tested and approved by qualified electricians supplied by the Company.
2.8. All materials used or supplied by the Company shall comply with the European Regulation (EC) No 1272/2008 on classification, labelling and packaging of substances and mixtures.
2.9. Full product information and COSHH details for all products used will be placed in the site file located at Client’s premises.
2.10. The Company will maintain its Environmental Management System accredited to ISO 14001
2.11. The Company will maintain its Health & Safety Management System accredited to ISO 18001
3. Your Obligations
3.1. The Client shall provide free of charge:-
3.2. All necessary light, hot water and other facilities which may be reasonably required to enable the Company to provide the service; and
3.3. Suitable and safe accommodation for such equipment and materials as the Company deems necessary to leave on the Client's premises.
4. Charges
4.1. The charges quoted are exclusive of VAT which will be added to the amounts charged at the applicable rate. Invoices will be submitted at the end of each calendar month and will be due for payment within 30 days of submission. 
4.2. If you do not make a payment within 30 days of the date of the invoice or as otherwise provided for in the Agreement then we shall be entitled to:-
4.2.1. charge interest on the outstanding amount at the rate of 5% a year above the base lending rate of National Westminster Bank plc, accruing daily and subject to a minimum rate of 5.5%;
4.2.2. require you to pay, in advance, for any Cleaning Services (or any part of the Cleaning Services) or any Other Services which have not yet been performed; and
4.2.3. not perform any further Cleaning Services (or any part of the Cleaning Services).
4.3. We may increase the Charges by giving you not less than 14 days’ prior written notice, provided that:-
4.3.1. no such increase may be made within the initial 12 months of the Agreement;
4.3.2. you may terminate the Agreement by giving 3 months’ notice in writing within 14 days following any such notice of increased Charges; and
4.3.3. in the absence of notice pursuant to clause 5.2.2 you shall have accepted the increase to the Charges.
4.4. We may, on written notice, increase the Charges to take account of increases in the cost of providing the Cleaning Services and (where relevant) any Additional Services as a result of changes in relevant laws or regulations.
5. Exclusions
5.1. We shall not be liable for any loss or damage unless notified in writing within three working days of the event that may give rise to a claim, as any delay makes an investigation difficult. We will have the right to make good any loss or damage for which we are liable in lieu of making payment.
5.2. We will not be liable for damage to crockery or glassware arising during the collection or washing up of these articles.
5.3. We will not be liable for the disposal of any items placed in, under or on waste paper or rubbish bins.
6. Confidentiality
6.1. Each Party (‘Receiving Party’) shall keep the confidential information of the other Party (‘Supplying Party’) confidential and secret, whether disclosed to or received by the Receiving Party.  The Receiving Party shall only use the confidential information of the Supplying Party for the purpose of and for performing the Receiving Party’s obligations under this Agreement. The Receiving Party shall inform its officers, employees and agents of its obligations under this clause 8.1, and ensure that the Receiving Party’s officers, employees and agents meet the obligations.
6.2. This clause 8 shall survive termination of this Agreement for a period of six years.
7. Use of Sub Contractors
7.1. We may use a sub-contractor to provide some or all of the Cleaning Services and/or any Other Services where appropriate.
7.2. We will be responsible for the work of a sub-contractor to the same standard as stated in the Agreement and the Specification or as agreed by the Parties. 
8. Warranties, liability and indemnities
8.1. We warrant that we will use reasonable care and skill in performing the Cleaning Services and/or any Other Services to the standard generally accepted within the industry.
8.2. If we perform the Cleaning Services (or any part of them) or any Other Services negligently or materially in breach of the Agreement or the Specification, then, if requested by you, we will re-perform the relevant part of the Cleaning Services and/or any Other Services, subject to clauses 9.3 and 9.4 below.  The Client’s request must be made within three working days of the date of performance of the Cleaning Services and/or Other Services in question.
8.3. Except in the case of death or personal injury caused by our negligence, our liability under or in connection with the Agreement whether arising in contract, tort, negligence, breach of statutory duty or otherwise howsoever shall not exceed the Charge(s) in any year under the Agreement.
8.4. You shall indemnify and hold us harmless from and against all Claims and Losses suffered by us, our employees and third parties, by reason of or arising out of any act or omission by you, your employees or subcontractors, whether in the discharge of your obligations under the Agreement or howsoever otherwise.  
8.5. Neither Party shall be liable to the other Party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other Party of an indirect or consequential nature including without limitation any economic loss or other loss of turnover, profits, business or goodwill.
8.6. Each Party acknowledges that, in entering into the Agreement, it does not do so in reliance on any representation, warranty or other provision except as expressly provided in the Agreement, and any conditions, warranties or other terms implied by statute or common law are excluded from the Agreement to the fullest extent permitted by law.  Nothing in the Agreement excludes liability for fraud.
8.7. The Company will maintain:
8.7.1. Employers Liability Insurance with a Limit of Indemnity of £10,000,000
8.7.2. Public Liability Insurance, including Products Liability and Treatment Risks with a Limit of Indemnity of £10,000,000
8.7.3. Professional Indemnity Insurance with a Limit of Indemnity of £2,000,000 
9. Termination
9.1. This Agreement shall begin on the Commencement Date and shall last for the Contractual Term unless extended or terminated as provided below.
9.2. Either Party may terminate the Agreement, at any time, on written notice to the other Party:-
9.2.1. if the Other Party is in material breach of its obligations under the Agreement and, if the breach is capable of remedy within 21 days, the breach is not remedied within 21 of the Other Party receiving notice which specified the breach and requiring the breach to be remedied; or
9.2.2. if the Other Party becomes insolvent or if an order is made or a resolution is passed for the winding up of the Other Party (other than voluntarily for the purpose of solvent amalgamation or reconstruction), or if an administrator, administrative receiver or receiver is appointed in respect of the whole or any part of the Other Party’s assets or business, or if the Other party makes any composition with its creditors or takes or suffers any similar or analogous action in consequence of debt; or
9.3. The Company giving written notice to the Client if any sum due from the Client is more than 30 days overdue.
9.4. Either Party may give no less than three months’ notice to the other party to terminate this Agreement on the last day of the Contractual Term, or the last day of the contract term following any earlier renewal, though if either party fails to do so for any reason, this Agreement will be automatically renewed for a further term equivalent to the Contractual Term.
9.5. The Company in its absolute discretion may accept from the Customer payment in lieu of notice of termination
9.6. Termination shall not affect the accrued rights of the Parties.
10. General
10.1. The Client shall not within the period of three months after termination of the contract employ, engage or offer to employ or engage any person who during the term of the contract has been an employee of the Company involved directly or indirectly in the provision of the service for the Client
10.2. If an employee introduced to the Client by the Company is subsequently taken on by the Client, the Client is liable to a one off fee of 25% of the employee’s annual salary. 
10.3. Force majeure: Neither Party shall have any liability under or be deemed to be in breach of the Agreement for any delays or failures in performance of the Agreement that result from circumstances beyond the reasonable control of that Party.  The Party affected by such circumstances shall promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so.  If such circumstances exist for a continuous period of more than 6 months, either Party may terminate this Agreement by written notice to the other Party.
10.4. In the event of adverse weather conditions, act of terrorism, public transport strike, fire or riot we will make reasonable efforts to continue to provide the Cleaning Services and any Other Services.  The Parties recognise that such events are beyond our control and may result in a temporary lower level of service.
10.5. Amendments: The Agreement may only be amended in writing signed by duly authorised representatives of the Parties.
10.6. Assignment: Subject to the provisions of Condition 12.5, neither Party may assign, delegate, mortgage, charge or otherwise transfer any or all of its rights and obligations under the Agreement without the prior written agreement of the other Party.
10.7. A Party may, assign and transfer all its rights and obligations under the Agreement to any person to whom it transfers all of its business, provided that the assignee undertakes in writing to the other Party to be bound by the obligations of the assignor under the Agreement.
10.8. Entire agreement: The Agreement contains the whole agreement between the Parties and supersedes and replaces any prior written or oral agreements, representations or understandings between them.  The Parties confirm that they have not entered into the Agreement on the basis of any representation that is not expressly incorporated into the Agreement.  Nothing in the Agreement excludes liability for fraud.
10.9. Waiver: No failure or delay by either Party in exercising any right, power or privilege under the Agreement shall impair the same or operate as a waiver of the same nor shall any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege.  The rights and remedies provided in the Agreement are cumulative and not exclusive of any rights and remedies provided by law.
10.10. Agency, partnership etc.: The Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in the Agreement.  Neither Party shall have, nor represent that it has, any authority to make any commitments on the other Party’s behalf.
10.11. Severance: If any provision of the Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from the Agreement and rendered ineffective as far as possible without modifying the remaining provisions of the Agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of the Agreement.
10.12. Announcements: No Party shall issue or make any public announcement or disclose any information regarding the Agreement unless prior to such public announcement or disclosure it furnishes all the Parties with a copy of such announcement or information and obtains the approval of such persons to its terms.  However, no Party shall be prohibited from issuing or making any such public announcement or disclosing such information if it is necessary to do so to comply with any applicable law or the regulations of a recognised stock exchange.
10.13. Notices: Any notice to be given under the Agreement shall be in writing and shall be sent by first class mail to the address of the relevant Party set out in the Quotation.
10.14. Law and jurisdiction: The validity, construction and performance of the Agreement shall be governed by English law and shall be subject to the exclusive jurisdiction of the English courts to which the Parties submit.
10.15. Third parties: For the purposes of the Contracts (Rights of Third Parties) Act 1999 the Agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.
10.16. These terms and conditions come into effect on commencement of cleaning services by the Company for the Client and the information enclosed form the entire contract between the Company and the Customer. No variation shall have effect unless agreed in writing and signed by a director of the Company.