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Application of Terms

Any contract (whether written, oral or implied) for the supply of cleaning services (the “Services”) between Hadley St. James Residential Limited, its servants, employees, agents or sub-contractors (the “Contractor”) and the person, firm or company who purchases Services from the Contractor under any such contract (the “Customer”) shall be subject to the following terms and conditions (the “Conditions”) which shall prevail over any terms which may appear on or be attached to or enclosed with the Customer’s enquiry, purchase order specification or other documents received by the Contractor from the Customer or which may be implied by law or trade, custom, practice or a course of dealing between the parties, all of which are expressly excluded.

All work is carried out by the Contractor on the understanding that the Customer is bound by these Conditions, [the estimate sent to the Customer by the Contractor (the “Estimate”) and the Customer Instruction (defined below)]. No offer placed by the Customer shall be accepted by the Contractor other than by a written acknowledgement issued and executed by the Contractor when a contract for the supply and purchase of the Services on these Conditions will be established (the “Contract”) or the Services are performed by the Contractor whichever is the sooner.

Customer’s Obligations

The Customer shall provide free of charge:

all necessary light, hot water, and other facilities as distinct from materials, which the Contractor may require to carry out the Services; and suitable and safe accommodation for such equipment and materials as the Contractor deems necessary to leave on the Customer’s premises.

The Customer shall be responsible to the Contractor for the accuracy of the terms of any Customer Instruction (as defined below) submitted by the Customer and for giving the Contractor the necessary information relating to the Services within a sufficient time to enable the Contractor to carry out the Services in accordance with its terms. The Customer shall ensure that its premises are safe for the Contractor to carry out the work and shall identify, monitor, remove and dispose of any hazardous materials from the Premises. The Contractor shall be given full access to the Customer’s premises to enable the Contractor to undertake the work. If the Contractor cannot obtain access to the Customer’s premises due to some act or omission of the Customer then any extra costs incurred by the Contractor due to the failure to grant access will be invoiced to and payable by the Customer immediately upon receipt of the invoice.

Any order placed with the Company or acceptance of any Estimate by any Customer by way of a telephoned, faxed or emailed instruction (“Customer Instruction”) shall be deemed to be acceptance of these Conditions in full. Estimates are given by the Contractor on the basis that no Contract shall come into existence except in accordance with these Conditions.

Special instructions for invoicing must be given to the Contractor in advance, otherwise invoices will be submitted after each cleaning visit or on a monthly basis. The Customer shall pay sums due for invoices without any deduction within any credit terms as agreed in writing by the parties, and shall not set off liability to a third party, even if acting as an agent for a third party. If credit terms have not been agreed, payment will be due on the date of the invoice delivered to the Customer.

For Contracts whose terms include bank holidays in the United Kingdom including but not limited to, Christmas holiday periods and Easter breaks as specified by the Contractor to the Customer these will not be covered as part of the ongoing Contracts unless prior arrangements have been made with the Contractor. If cleaning is required the daily charge will be twice the normal daily rate. If a client temporarily closes down its office over periods such as Christmas or Easter or for any other reason and does not inform the Contractor and receive a written acknowledgement from the Contractor, no reductions or amendments to the invoice value will be made and full charges as quoted will apply and will be payable in accordance with the Contract.

The Customer shall not during the period of its Contract or for a period of six months after the termination of the Contract (however terminated) either on its own account or on behalf of or as representative of any other person or company solicit or accept the whole or part-time services of or entice away any subcontractor or employee (whether supervisory or cleaning) of the Contractor.

In the event that the Customer’s acceptance of the Contract does constitute a relevant transfer within the terms of the Transfer of Undertakings (Protection of Employment) Regulations 1981, the Customer agrees and undertakes to fully indemnify the Contractor against all accrued redundancy costs relating to those employees working on the Customer’s site and transferring to the Contractor.

Contractor’s Obligations

The Contractor shall use reasonable endeavours to provide the Services to the Customer, in accordance in all material respects with the Customer’s Instruction.

The Contractor shall use reasonable endeavours to meet any performance dates specified in the Customer’s Instruction, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

The Contractor shall use reasonable endeavours to observe all health and safety rules and regulations, and any other reasonable security requirements that apply at the Customer’s premises and that have been communicated to it by the Customer, provided that it shall not be liable under the Contract if, as a result of such observation, it is in breach of any of its obligations under the Contract.

In cases where the Contractor is unable to return items belonging to the Customer at no fault of its own on the date agreed with the Customer, the said items will be kept in storage by the Contractor at an extra cost to the Customer in accordance with the Contractor’s usual storage costs. If after six months of the original attempted delivery date the items are still kept in storage by the Contractor, the ownership of the items will be surrendered by the Customer to the Contractor who shall be free to deal with them as it deems fit.

Limitation of Liability

The Contractor shall not be liable for any loss or damage suffered by the Customer or any other party arising out of the Contractor’s failure to provide or delay in providing the Services as a result of any acts, events, omissions or accidents beyond the Contractor’s control which without prejudice to the generality of the foregoing shall include but is not limited to any trade dispute, strike or lock out, default of suppliers or sub-contractors, breakdown of machinery, war, civil commotion, riots, malicious damage, military action, failure of a utility service or transport network, acts of God, fire, flood, storm, insurrection or acts of a Governmental or military agency.

Subject to condition REF a989139 \r \h 4.5 no claim against the Contractor in respect of alleged negligence of the Contractor or any alleged defect in the Contractor’s machinery or in respect of any other matter shall be enforceable unless notice in writing thereof is received by the Contractor within the time period stated in condition REF _Ref254013700 \r \h 5.1 (time being of the essence of the contract).

Subject to condition REF a989139 \r \h 4.5 the entire financial liability of the Contractor in respect of any claim or series of claims brought against the Contractor arising from any breach of the Contract, any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract, or through any defect in its machinery shall be limited to the sum of one million pounds (£1,000,000).

All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

Nothing in these Conditions limits or excludes the liability of the Contractor:
for death or personal injury resulting from negligence; or
for any damage or liability incurred by the Customer as a result of fraud or fraudulent misrepresentation by the Contractor.

Subject to conditions REF _Ref254013734 \r \h 4.1 to REF a989139 \r \h 4.5 the Contractor shall not be liable for:
any loss, damage or injury arising from the breaking or disintegration during cleaning of any cracked, defective or broken part of the property, fixtures or fittings of the Customer; or
shrinkage or colour migration developing during the Contractor’s cleaning or maintenance processes nor for any damage that may occur arising from a previous defect in material or colouring either caused during manufacture or in subsequent use; or
loss of profits; or
loss of business; or
depletion of goodwill and/or similar losses; or
loss of contract; or
any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
If the Contractor’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, the Contractor shall not be liable for any costs, charges or losses sustained or incurred by the Customer arising directly or indirectly from such prevention or delay.

The Contractor reserves the right, in its sole discretion, to make good any damage for which it may be liable under the Contract in lieu of paying compensation.

Complaints Procedure

Any complaint as to the quality of the work, conduct or non-attendance of the Contractor shall be made in writing as soon as possible and in any event within 7 days following completion of the Services which are the subject of the complaint. Upon receipt of any such complaint the Contractor will take all reasonable steps to investigate and rectify the matter without expense to the Customer.

It shall be assumed that if no written complaint is received by the Contractor within the time period referred to in condition REF _Ref254013700 \r \h 5.1, its obligations have been performed to the satisfaction of the Customer.

Payment Obligations

The Customer shall pay to the Contractor all sums immediately when due without reduction or deferment on account of any claim, counterclaim or set-off.

The Customer shall be liable to pay to the Contractor, on demand, all reasonable costs, charges or losses sustained or incurred by the Contractor (including, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Customer’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract. In consideration of the provision of the Services by the Contractor, the Customer shall pay the charges as set out in the invoice or as agreed otherwise in writing between the Customer and the Contractor.

Time for payment shall be of the essence of the Contract.

The Contractor shall be entitled to cancel or suspend any Contract without penalty in the event of the Customer exceeding any stated credit terms or any delay in payment by the Customer on the due date.

Additional Charges

For non-regular cleaning quotations, linen quoted for is based on linen seen at the time of the quotation. Any extra linen taken away on the instruction of the Customer at the time of cleaning will be cleaned and charged in accordance with prices quoted within the Estimate accordingly unless agreed otherwise between the Customer and the Contractor.

Prices quoted in the Estimate for light bulbs are subject to variation depending on the cost of the specific light bulbs replaced at the time of cleaning.

Any items quoted for in the Estimate are for cleaning unless stated otherwise. Additional surcharges may apply for weekend or Bank holiday cleaning, or cleaning requested to be carried out past 17.00. Amendments or additions to the Customer Instruction may result in the invoice total being different from the Estimate.

The prices as set out within the Estimate charged by the Contractor will increase automatically with effect from each calendar year by no less than the percentage which is equal to the percentage increase in the All Items of Retail Prices Index published by the National Office for Statistics over the previous year, or by the percentage which is equal to the percentage increase of the Minimum Hourly Wage set by Her Majesty’s Government over the previous year whichever is the greater. The Contractor 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 may, within one month of such notice being received or deemed to have been received in accordance with condition REF _Ref254013803 \r \h 21.2 terminate the Contract.

The Contractor reserves the right to increase prices (a “Special Increase”) in addition to the automatic price increases specified in clause REF _Ref254013816 \r \h 7.4 above. The Contractor shall give the Customer no less than 30 days’ notice of any Special Increase. In the event that the Contractor advises the Customer of a Special Increase then the Customer may terminate the Contract by giving the Contractor one calendar months’ notice, such notice to be given within 14 days of being notified of the Special Increase. Upon receipt of such notice the Contractor may, in its sole discretion, either offer to continue to supply services to the Customer at a price to be agreed with the Customer or confirm immediate termination of the Contract.


Without prejudice to any other rights or remedies available to the Contractor, if the Customer fails to pay to the Contractor any amount on the due date, the Contractor reserves the right to charge the Customer interest (both before and after judgment) at the rate of 2½ percent above base rate of the Bank of England accruing on a daily basis and being compounded each month on any overdue amount together with all legal costs and other third party expenses and charges incurred in recovering any overdue payments and/or to cancel any contract with the Customer and/or to suspend the provision of Services.


All sums payable to the Contractor under the Contract shall become due immediately on its termination, despite any other provision. This condition REF _Ref254013831 \r \h 9.1 is without prejudice to any right to claim for interest under the law, or any such right under the Contract.

The Customer may only terminate the Contract at any time or at the end of a Contract period by giving one calendar months’ written notice. If the full period of notice is not given, the Customer shall be liable to pay for the Services for the full period of notice whether or not the Services are required during that period.

Upon termination of the Contract for whatever reason the Customer:
shall deliver up to the Contractor all of the Contractor’s equipment stored on the Customer’s premises and shall have no lien nor attempt to exercise any lien over it. If the Customer fails to do so, then the Contractor may enter the Customer’s premises and take possession of them. Until they have been returned or repossessed, the Customer shall be solely responsible for their safe keeping; and
shall immediately pay to the Contractor all of the Contractor’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Contractor may submit an invoice, which shall be payable immediately on receipt.
Without prejudice to any other right or remedy available to the Contractor, the Contractor shall be entitled to terminate the Contract or suspend the performance of any further Services immediately without any liability to the Customer if:
the Customer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer; or
the Customer ceases, or threatens to cease, to carry on business; or
the Contractor reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly,
and if Services have been provided or products delivered but not paid for the outstanding amount shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.


The Contractor undertakes to be insured in respect of Employers Liability to such an extent as would be reasonable in all the circumstances.


Any variation in these Conditions is only valid if made by letter from the Contractor signed by an appropriate individual who has the relevant authority to bind the Contractor.


Any dispute which arises between the Contractor and the Customer and which is not capable of informal resolution by the parties may be referred to arbitration and that arbitration shall be conducted in accordance with the Arbitration Act 1996.


The Services supplied under the Contract shall continue to be supplied for the period specified in the Customer Instruction and, after that, shall continue to be supplied unless the Contract is terminated by one of the parties in accordance with these Conditions.

Data Protection

The Customer acknowledges and agrees that details of the Customer’s name, address and payment record may be submitted to a credit reference agency, and personal data will be processed by and on behalf of the Contractor in connection with the Services.

Governing Law

The 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, the law of England and Wales.

The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, the Contract or its subject matter or formation (including non-contractual disputes or claims).

Further Assurance

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.

If any legislation is compulsorily applicable to the Services provided by the Contractor these conditions shall be read as subject to such legislation and nothing in these Conditions shall be construed as a surrender by the Contractor of any of its rights or immunities or as an increase of any of its responsibilities or liabilities under such legislation.

Contractor’s Rights

The Contractor shall be entitled to sub-contract any or all of its services as in its sole discretion it shall deem fit. The Customer shall not be entitled to assign any contract without the prior written consent of the Contractor such consent not to be unreasonably withheld. The Contractor may assign or transfer any Contract without the Customer’s prior written consent.

Third Party Rights

A person (a “third party”) who is not a party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. This does not affect any right or remedy of such third party which exists or is available apart from that Act.


If any provision of these Conditions shall be unlawful, void, or for any reason unenforceable, then that provision or part-provision is and shall be deemed severable and shall not affect the validity and enforceability of any remaining provisions.

If any part of these Conditions conflict or are inconsistent or incompatible with any terms of the Customer Instruction, then these Conditions shall take precedence unless otherwise agreed in writing by the Contractor.

Waiver of Rights

No delay or omission of either party in exercising any right under a Contract shall be construed as a waiver of that right. Any default or right under a Contract it is only effective if it is in writing signed by the party waiving the right and shall only apply to the circumstances for which it is given if that shall not act as a waiver of any other default or right whether or not similar or contemporaneous or on a future occasion.


Any notice or other communication required to be given under the Contract shall be in writing and shall be delivered personally, or sent by pre-paid first-class post, recorded delivery, email or fax or by commercial courier to the other party and for the urgent attention of the party’s last known contact, or as otherwise specified by the relevant party by notice in writing to the other party.

Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address below and for the contact specified by the Contractor or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, if by fax or email at the time it is successfully sent or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed. This condition 55 shall not apply to the service of any in any proceedings or other documents in any legal action.


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