Terms

CLEANING services TERMS AND CONDITIONS (office buildings/Private rentals & Homes/business premises/)

BACKGROUND: 

These Terms and Conditions shall apply to the provision of cleaning services provided by Falcon Cleaning Solutions UK LTD  a company registered in United Kingdom under number 12844001 whose registered office is at 86-90 Paul Street EC2A 4NE to commercial property owners that require cleaning & contracts for office buildings /individual office's / residential accommodation /rentals or private homes.

Definitions and Interpretation

In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

Unless the context otherwise requires, each reference in these Terms and Conditions to:

“writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;

a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;

“these Terms and Conditions” is a reference to these Terms and Conditions and each of the Schedules as amended or supplemented at the relevant time;

a Schedule is a schedule to these Terms and Conditions; and

a Clause or paragraph is a reference to a Clause of these Terms and Conditions (other than the Schedules) or a paragraph of the relevant Schedule.

a "Party" or the "Parties" refer to the parties to the Building.

The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.

Words imparting the singular number shall include the plural and vice versa.

References to any gender shall include the other gender.

References to persons shall include corporations.

Orders

The Company accepts orders for its Services through <>.

When placing an Order the Customer shall set out, in detail, the Services required.  Details required include the location and size of the Building, the number of Offices, any Offices or Tenants which do not require the Services, the frequency of Visits required and the type(s) of cleaning required.  [The Company shall provide an order form to the Customer which shall provide prompts for all required information.] [All such details are set out in the Agreement.]

Once the Order is complete and submitted the Company shall prepare and submit a Quotation to the Customer either by email or first class post which shall set out the required Deposit and Monthly Fee, detailed in Clauses 3 and 4 respectively.

The Customer shall be free to make changes to the Order and Quotation prior to acceptance.  The Customer may accept the Quotation by telephone, email or first class post.

Deposit

At the time of accepting the Quotation or not more than <> thereafter the Customer shall be required to pay a Deposit to the Company.  The Deposit shall be <>.  Orders shall not be confirmed until the Deposit is paid in full.

Subject to the cancellation provisions set out in Clause 7 the Deposit shall be non-refundable.

Fees and Payment

The Monthly Fee shall be calculated based upon the following factors:

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The Company shall invoice the Customer at the end of each Service Period for the Services rendered during the preceding Service Period.

All invoices must be paid within 14 days of receipt by the Customer.

Any sums which remain unpaid following the expiry of the time period set out in sub-Clause 4.3 shall incur interest on a daily basis at <>% above the base rate of <> from time to time until payment in full is made.

Services

The Services shall be rendered in accordance with the specification set out in the accepted Quotation and in the Agreement (as may be amended by mutual agreement from time to time).

The Company shall provide the required number of Staff to render the Services but makes no guarantee that the same Staff members will always be assigned to the Customer.

The Company shall ensure that the Services are rendered with reasonable care and skill and to a reasonable standard which is commensurate with best practice in the cleaning market.

The Company shall ensure that it complies with any and all relevant codes of practice.

All Products used in the rendering of the Services shall be provided by the Company, selected based upon the Services required.  The cost of such Products shall form a standard part of the Monthly Fee and, subject to sub-Clause 5.7 shall not vary.

The Company shall properly dispose of all waste that results from its rendering of the Services.  This obligation shall be exclusive of any additional waste disposal which forms a part of the Services.

If cleaning work beyond the normal remit of the Services is required (to clean up a serious spillage, for example) the Company shall first obtain the Customer’s consent to perform such work and shall add the costs of such work to the invoice for the month in which the work takes place.

Customer’s Obligations

The Customer shall ensure that the Company and its Staff can access the Building and the Offices therein at the Agreed Times to render the Services.

The Customer shall ensure that all Offices/building which are to be cleaned can be accessed by the Company whether within the normal business hours of those offices or otherwise.  The Company shall not be responsible for the failure to render the Services in any building which it cannot access.

The Customer shall ensure that the Company has access to electrical outlets and a supply of hot and cold running water.

The Customer shall ensure that all necessary permissions, consents and licenses required for the Company to render the Services have been obtained.

The Customer must use all reasonable endeavours to give the Company at least 48 hours notice if the Company will not be required to provide the Services on a particular day or at a particular time.  The Company will [not] invoice for such times at the standard rate.

Cancellation

7.1. The Customer can cancel the scheduled services by giving no less than 48 hours prior notice in writing. If the service is booked with less than 48-hours from when it takes place, the Client waives the right to cancel the booking. In case the service is cancelled, the company requires the customer to pay a 30% cancellation fee.  If the Customer reschedules the service to a different day & time, no cancellation/rescheduling fee is required.

7.2. There is an administration fee for cancellation equal to £70.00 or 30% of the cleaning service total (depending on the cancellation period) in less than 48 hours notice.

7.3. The Customer must pay the full price of the booked service if:

7.3.1 Our cleaners arrive at the Customer’s address and are unable to gain access to the Customer’s property, through no fault of the Company. If the customer or third-party have prevented the cleaner to do their job. If keys are provided they must open all locks without any special efforts or skills;

7.3.2 If the Customer reschedules the service upon arrival of the Cleaning Operative onsite, same should cover travel expenses to the Cleaning Operative.

7.4. If the Customer needs to change the cleaning service or time the Company will do its best to accommodate him. Any changes to booked cleaning service are subject to a 48 hours prior notice and availability.

Insurance

The Company shall ensure that it has in place a suitable public liability insurance policy and employer’s liability insurance.

Indemnity

The Company shall indemnify and hold harmless the Customer against any and all claims, demands, proceedings, damages, penalties, costs, losses, liabilities and expenses of any kind arising out of the negligent performance of the Services or the failure to render them.

The Customer shall indemnify and hold harmless the Company against any and all claims, demands, proceedings, damages, penalties, costs, losses, liabilities and expenses of any kind arising out of the Customer’s breach of these Terms and Conditions or the Agreement.

Liability

Subject to the provisions of Clause 9 the Company’s total liability for any loss or damage caused as a result of its negligence or breach of these Terms and Conditions or the Agreement (or that of the Staff) shall be limited to £<>.

The Company is not liable for any loss or damage suffered by the Customer which results from the Customer’s failure to follow any instructions given by the Company.

Nothing in these Terms and Conditions shall limit or exclude the Company’s liability for death or personal injury.

Data Protection

All personal information that the Company may use will be collected, processed, and held in accordance with the provisions of EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) and the Customer’s rights under the GDPR.

For complete details of the Company’s collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of the Customer’s rights and how to exercise them, and personal data sharing (where applicable), please refer to the Company’s Privacy Notice available from <>.

Force Majeure

No Party to the Agreement will be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party.  Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.

[In the event that a Party to the Agreement cannot perform their obligations thereunder as a result of force majeure for a continuous period of <>, the other Party may at its discretion terminate the Agreement by written notice at the end of that period.  In the event of such termination, the Parties shall agree upon a fair and reasonable payment for all Services completed up to the date of termination.  Such payment shall take into account any prior contractual commitments entered into in reliance on the performance of the Agreement.]

Termination

The Company shall be entitled to terminate the Agreement in the event that:

The Customer has failed to pay the Monthly Fee to the Company for a period exceeding <> consecutive months and fails or refuses to do so following the expiry of a written notice from the Company requesting such payment within <> days; or

The Customer demands services which do not form part of the Services and which are not covered by these Terms and Conditions or the Agreement.

The Customer shall be entitled to terminate this Agreement in the event that:

The Company fails on more than <> consecutive occasions within a period of <> consecutive months to render the Services to the Customer in a timely manner and in accordance with these Terms and Conditions and the Agreement; or

The Company provides inferior Services, damaging the Customer’s property or the Premises and causing loss to the Customer.

Either Party may immediately terminate the Agreement by giving written notice to the other Party if:

the other Party commits any other breach of any of the provisions of the Agreement and, if the breach is capable of remedy, fails to remedy it within <> Business Days after being given written notice giving full particulars of the breach and requiring it to be remedied;

an encumbrancer takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party;

the other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);

the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under the Agreement);

anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party;

that other Party ceases, or threatens to cease, to carry on business; or

control of that other Party is acquired by any person or connected persons not having control of that other Party on the date of the Agreement.  For the purposes of this Clause 13, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.

For the purposes of sub-Clause 13.3.1, a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.

The rights to terminate the Agreement shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.

Effects of Termination

Upon the termination of the Agreement for any reason:

any sum owing by either Party to the other under any of the provisions of the Agreement shall become immediately due and payable;

all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of the Agreement shall remain In full force and effect;

termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any Party may have in respect of any breach of the Agreement which exist at or before the date of termination; and

subject as provided in this Clause 14 and except in respect of any accrued rights neither Party shall be under any further obligation to the other.

No Waiver

No failure or delay by either Party in exercising any of its rights under the Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of the Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

Further Assurance

Each Party shall execute and do all such further deeds, documents and things as may be necessary to carry the provisions of the Agreement into full force and effect.

Costs

Subject to any provisions to the contrary each Party shall pay its own costs of and incidental to the negotiation, preparation, execution and carrying into effect of the Agreement.

Set-Off

Neither Party shall be entitled to set-off any sums in any manner from payments due or sums received in respect of any claim under the Agreement or any other agreement at any time.

Assignment and Sub-Contracting

[Subject to sub-Clause 19.2] The Agreement shall be personal to the Parties.  Neither Party may assign, mortgage, charge (otherwise than by floating charge) or sub-licence or otherwise delegate any of its rights thereunder, or sub-contract or otherwise delegate any of its obligations thereunder without the written consent of the other Party, such consent not to be unreasonably withheld.

[The Company shall be entitled to perform any of the obligations undertaken by it through any other member of its group or through suitably qualified and skilled sub-contractors.  Any act or omission of such other member or sub-contractor shall, for the purposes of the Agreement, be deemed to be an act or omission of the Company.]

Time

[The Parties agree that all times and dates referred to in the Agreement shall be of the essence of the Agreement.]

OR

[The Parties agree that the times and dates referred to in the Agreement are for guidance only and are not of the essence of the Agreement and may be varied by mutual agreement between the Parties.]

Relationship of the Parties

Nothing in the Agreement shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in the Agreement.

Third Party Rights

No part of the Agreement is intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Agreement.

Notices

All notices under the Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.

Notices shall be deemed to have been duly given:

when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or

when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or

on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or

on the tenth business day following mailing, if mailed by airmail, postage prepaid.

In each case notices shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.

Entire Agreement

The Agreement contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.

Each Party shall acknowledge that, in entering into the Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in the Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

Counterparts

The Agreement may be entered into in any number of counterparts and by the Parties to it on separate counterparts each of which when so executed and delivered shall be an original, but all the counterparts together shall constitute one and the same instrument.

Severance

In the event that one or more of the provisions of the Agreement and/or of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of the Agreement and/or these Terms and Conditions.  The remainder of the Agreement and/or these Terms and Conditions shall be valid and enforceable.

Dispute Resolution

The Parties shall attempt to resolve any dispute arising out of or relating to the Agreement through negotiations between their appointed representatives who have the authority to settle such disputes.

[If negotiations under sub-Clause 27.1 do not resolve the matter within <> of receipt of a written invitation to negotiate, the parties will attempt to resolve the dispute in good faith through an agreed Alternative Dispute Resolution (“ADR”) procedure.]

[If the ADR procedure under sub-Clause 27.2 does not resolve the matter within <> of the initiation of that procedure, or if either Party will not participate in the ADR procedure, the dispute may be referred to arbitration by either Party.

The seat of the arbitration under sub-Clause 27.3 shall be England and Wales.  The arbitration shall be governed by the Arbitration Act 1996 and Rules for Arbitration as agreed between the Parties.  In the event that the Parties are unable to agree on the arbitrator(s) or the Rules for Arbitration, either Party may, upon giving written notice to the other Party, apply to the President or Deputy President for the time being of the Chartered Institute of Arbitrators for the appointment of an arbitrator or arbitrators and for any decision on rules that may be required.]

Nothing in this Clause 27 shall prohibit either Party or its affiliates from applying to a court for interim injunctive relief.

The decision and outcome of the final method of dispute resolution under this Clause 27 shall [not] be final and binding on both Parties.

Law and Jurisdiction

The Agreement and these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

Subject to the provisions of Clause 27, any dispute, controversy, proceedings or claim between the Parties relating to the Agreement or these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.

SCHEDULE 1

SERVICE AGREEMENT

THIS AGREEMENT is made the day of

BETWEEN:

(1)       <> [a company registered in <> under number <> whose registered office is at] OR [of] <> (“the Company”) and

(2)       <> [a company registered in <> under number <> whose registered office is at] OR [of] <> (“the Customer”)

WHEREAS: 

(1)       The Company provides cleaning services and hereby agrees to provide those services, as specified herein (“the Services”) in accordance with, and subject to, the Terms and Conditions and this Agreement.

(2)       The Customer wishes to procure the Company’s services in accordance with, and subject to, the Terms and Conditions and this Agreement.

IT IS AGREED as follows:

The Agreement

Any and all references to “this Agreement”, “the Agreement”, “the Terms and Conditions” or “these Terms and Conditions” shall be deemed to refer to this Agreement or the attached Terms and Conditions, all of which shall constitute a contract for the provision of the Services between the Company and the Customer.

By executing this Agreement on <>, the Parties hereby agree to be bound by, and subject to, the Terms and Conditions and the provisions of this Agreement.

The Services

The Services shall commence on the Agreed Date of <> and shall be provided during the Agreed Times of <> at the Building located at <>.

Fees and Payment

<>

IN WITNESS WHEREOF this Agreement has been duly executed the day and year first before written

SIGNED by

<>

for and on behalf of <>

In the presence of

<>

SIGNED by

<>

for and on behalf of <>

In the presence of

<>