Contract Terms

Agreed Terms

Interpretation

1.1 Definitions

Business Day

A day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business

Charges

The charges payable by the client for the supply of services by Clean Bees Cleaning, as set out in the Contract Details

Conditions

These terms and conditions set out in clause 1 (Interpretation) to clause 9 (General) inclusive

Contract

The contract between the Client and Clean Bees Cleaning for the supply of the services in accordance with the Contract Details and these conditions

Control

Has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be constructed accordingly

Client Materials

All materials, equipment and tools, drawings, specifications and data supplied by the Client to Clean Bees Cleaning

Deliverables

All documents, products and materials developed by Clean Bees Cleaning or its agents, subcontractors and personnel as part of or in relation to the Services in any form, including without limitation computer programs, data, reports and specifications (including drafts).

Extended Term

Has the meaning provided to in clause 2.2

Intellectual Property Rights

Patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Initial Term

As stated in the Contract Details

Operating Hours

Services shall be provided during the Operating Hours specified in the Contract Details, which shall be between the following hours:

Monday - Friday 6am - 10pm

Saturday 8am - 6pm

Sunday 9am - 5pm

Postponement Notice Period

14 days

Prospective Client

A person or company to whom Clean Bees Cleaning has not at any time previously provided the services

Services

The services, including without limitation any deliverables, to be provided by Clean Bees Cleaning pursuant to the contract, as described in the Contract Details

Supplier Equipment

Equipment used by Clean Bees Cleaning during the provision of the services. Including, but not limited to ; chemical washing materials, vacuums, sanitary equipment, etc.

Supplier IPRs

All intellectual property rights subsisting in the deliverables excluding any client materials incorporated in them

Website

Clean Bees Cleaning website at www.cleanbees.co.uk or such other web address as advised by the supplier from time to time

1.2 Interpretation

1.2.1 Unless expressly provided otherwise in this Contract, a reference to

legislation or a legislative provision:

1.2.1.1 Is a reference to it as it is in force as at the date of this agreement;

and

1.2.1.2 Shall include all subordinate legislation made as at the date of this

agreement under that legislation or legislative provision

1.2.2 Any worlds following the terms including, include, in particular, for example or

any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.2.3 A reference to writing or written includes email unless otherwise stated

hereinafter

Commencement and term

2.1 The contract shall commence on the date when it has been signed by both parties

and shall continue, unless terminated earlier in accordance with clause 8 (Termination), for the initial term.

2.2 The term of the agreement shall automatically extend for a further term equal to the

duration of the Initial Term (Extended Term) at the end of the Initial Term and at the end of each Extended Term, unless the Customer gives written notice to the Supplier, no later than 2 months prior to expiry of the Initial Term or the relevant Extended Term (as applicable), to terminate the Contract.

Supply of services

3.1 The Supplier shall supply the Services to the Customer from the Services Start Date

in accordance with the Contract.

3.2 In supplying the Services, the Supplier shall:

3.2.1 perform the Services with reasonable care and skill;

3.2.2 use reasonable endeavours to perform the Services in accordance with the

service description set out in the Contract Details;

3.3.3 observe all reasonable health and safety rules and regulations and security

requirements that apply at any of the Customer's premises and have been

communicated to the Supplier, provided that the Supplier 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; and

3.3.4 take reasonable care of all Customer Materials in its possession and make

them available for collection by the Customer on reasonable notice and request.

Customer’s obligations

4.1 The Customer shall:

4.1.1 cooperate with the Supplier in all matters relating to the Services;

4.1.2 provide, for the Supplier, its agents, subcontractors, consultants and

employees, in a timely manner and at no charge, access to the Customer's premises, office accommodation, data and other facilities as reasonably required by the Supplier or any of them;

4.1.3 provide, in a timely manner, such information as the Supplier may reasonably

require, and ensure that it is accurate and complete in all material respects; and

4.1.4 allow the Supplier access to its facilities, so that the Supplier may store

Supplier Equipment at the Customer premises in a secure cupboard with means of accessing it during Operating Hours.

4.2 If the Supplier'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 Supplier shall:

4.2.1 not be liable for any costs, charges or losses sustained or incurred by the

Customer that arise directly or indirectly from such prevention or delay;

4.2.2 be entitled to payment of the Charges despite any such prevention or delay;

and

4.2.3 be entitled to recover any additional costs, charges or losses the Supplier

sustains or incurs that arise directly or indirectly from such prevention or delay.

4.3 The Customer shall only provide Customer Materials to the Supplier that have first

been PAT or COSHH assessed by the Supplier’s approved contractor.

4.4 The Customer shall ensure that any request for time or day changes are made no

later than 3pm on each Wednesday. Day and time changes cannot be guaranteed, however, the Supplier will accommodate requests whenever possible. For any such request, please contact 0117 476 7798 or the address specified in clause 9.8 (Notices).

4.5 The Customer should notify the Supplier in writing giving such notice as required in

the Postponement Notice Period, if regular cleaning is not required over the Christmas period, and if a deep clean would be required instead. It’s recommended that a seasonal deep clean over the Christmas break is implemented if the office is closed.

4.6 The Customer shall be entitled to postpone any of the Services subject (i) to written

notice being provided to the Supplier on no less notice than the Postponement Notice Period; and (ii) a new date for the Services to be supplied agreed with the Supplier.

Data protection

The Supplier shall hold personal data of the Customer in accordance with its privacy policy.

Charges and payment

6.1 In consideration for the provision of the Services, the Customer shall pay the Supplier the Charges in accordance with this clause 6.

6.2 All amounts payable by the Customer exclude amounts in respect of value added tax

(VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice.

6.3 The Supplier shall submit invoices for the Charges plus VAT if applicable to the

Customer in accordance with the payment milestones stated in the Contract Details.

6.4 The invoices will be sent to the Customer electronically, to the email address

specified in clause 9.8 (Notices). Each invoice shall include all reasonable supporting information required by the Customer.

6.5 The Customer shall pay each invoice due and submitted to it by the Supplier, within

14 days of receipt, to a bank account nominated in writing by the Supplier. Payment of the Charges shall all be made via the Website, referenced with the Customer’s company name. Details of payment methods are found on the Website.

6.6 If the Customer fails to make any payment due to the Supplier under the Contract by

the due date for payment, then, without limiting the Supplier's remedies under clause 8 (Termination):

6.6.1 the Customer shall pay interest on the overdue sum from the due date until

payment of the overdue sum, whether before or after judgement. Interest under this clause will accrue each day at 8% a year above the Bank of England's base rate from time to time, but at 8% a year for any period when that base rate is below 0%.

6.6.2 the Supplier may suspend all Services until payment has been made in full.

6.7 All amounts due under the Contract from the Customer to the Supplier shall be paid

in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

6.8 If the Customer fails to provide notice of postponement of the Services in accordance

with clause 4.6, Charges for the month in which Services were due to take place will still be chargeable, and the Services shall not be provided and shall not be rescheduled.

6.9 The Supplier shall be entitled to increase the Charges at the start of each Extended

Term upon 30 days' prior notice to the Customer and the Charges detailed in the Contract Details shall be deemed to have been amended accordingly.

6.10 The Supplier shall be entitled to increase the Charges at any time if there is an

increase in the national minimum wage, employer-related taxes, or other mandatory employer costs imposed by the government (including but not limited to employer’s national insurance contributions). Any such increase shall take effect upon 30 days’ prior notice to the Customer, and the Charges detailed in the Contract Details shall be deemed to have been amended accordingly to reflect the additional costs incurred by the Supplier.

6.11 A Referral Bonus of £100 will be granted by the Supplier to the Customer for fulfilling

the below conditions;

6.11.1 if a Prospective Client is introduced by the Customer to the Supplier, and

enters into a Contract with the Supplier within 3 months of the respective introduction; and

6.11.2 the Prospective Client must mention the Customer’s trading name when

enquiring after the Supplier’s Services to be eligible for the Referral Bonus.

Limitation of liability

7.1 The Supplier has obtained insurance cover in respect of its own legal liability for

individual claims not exceeding £1M per claim. The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.

7.2 References to liability in this clause 7 include every kind of liability arising under or in

connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

7.3 Neither party may benefit from the limitations and exclusions set out in this clause in

respect of any liability arising from its deliberate default.

7.4 Nothing in this clause 7 shall limit the Customer's payment obligations under the

Contract.

7.5 Nothing in the Contract limits any liability which cannot legally be limited, including but

not limited to liability for:

7.5.1 death or personal injury caused by negligence;

7.5.2 fraud or fraudulent misrepresentation; and

7.5.3 breach of the terms implied by section 2 of the Supply of Goods and Services

Act 1982 (title and quiet possession).

7.6 Subject to clause 7.3 (No limitation in respect of deliberate default), clause 7.4 (No

limitation on customer's payment obligations), and clause 7.5 (Liabilities which cannot legally be limited), the Supplier's total liability to the Customer shall not exceed the total charges paid. The total charges means all sums paid by the Customer and all sums payable under this Contract in respect of Services actually supplied by the Supplier, whether or not invoiced to the Customer.

7.7 The cap on the Supplier’s liabilities shall be reduced by:

7.7.1 payment of an uncapped liability; and

7.7.2 amounts awarded by a court or arbitrator, using their procedural or statutory

powers in respect of costs of proceedings or interest for late payment.

7.8 Subject to clause 7.3 (No limitation in respect of deliberate default), clause 7.4 (No

limitation on customer's payment obligations), and clause 7.5 (Liabilities which cannot legally be limited), this clause 7.8 sets out the types of loss that are wholly excluded:

7.8.1 loss of profits;

7.8.2 loss of sales or business;

7.8.3 loss of agreements or contracts;

7.8.4 loss of anticipated savings;

7.8.5 loss of use or corruption of software, data or information;

7.8.6 loss of or damage to goodwill; and

7.8.7 indirect or consequential loss.

7.9 The Supplier has given commitments as to compliance of the Services with relevant

specifications in clause 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

7.8 Unless the Customer notifies the Supplier that it intends to make a claim in respect of

an event within the notice period, the Supplier shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire 6 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

Termination

8.1 The Customer shall have the right to terminate the Contract at any time on written

notice to the Supplier during the Initial Term or Extended Term. Upon the provision of such notice, the full Charges due for the remaining Initial Term or Extended Term shall become immediately due and payable by the Customer.

8.2 Without affecting any other right or remedy available to it, either party to the Contract

may terminate it with immediate effect by giving written notice to the other party if:

8.2.1 the other party commits a material breach of any term of the Contract which

breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 21 days after being notified in writing to do so;

8.2.2 the other party takes any step or action in connection with its entering

administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

8.2.3 the other party suspends, or threatens to suspend, or ceases or threatens to

cease to carry on all or a substantial part of its business; or

8.2.4 the other party's financial position deteriorates to such an extent that in the

terminating party's reasonable opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

8.3 Without affecting any other right or remedy available to it, the Supplier may terminate

the Contract with immediate effect by giving written notice to the Customer if:

8.3.1 the Customer fails to pay any amount due under the Contract on the due date

for payment; or

8.3.2 there is a change of control of the Customer.

8.4 On termination of the Contract for whatever reason:

8.4.1 the Customer shall immediately pay to the Supplier all of the Supplier's

outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt;

8.4.2 any provision of the Contract that expressly or by implication is intended to

come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect; and

8.4.3 termination or expiry of the Contract shall not affect any of the rights,

remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, 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.

General

9.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in

performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

9.2 Assignment and other dealings.

9.2.1 The Customer shall not assign, transfer, charge, subcontract, declare a trust

over or deal in any other manner with any or all of its rights and obligations under the Contract without the Supplier's prior written consent.

9.2.2 The Supplier may at any time assign, transfer, charge, subcontract, declare a

trust over or deal in any other manner with any or all of its rights under the Contract.

9.3 Confidentiality.

9.3.1 Each party undertakes that it shall not at any time during the Contract, and

for a period of two years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group to which the other party belongs, except as permitted by clause 9.3. For the purposes of this clause 9.3, group means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.

9.3.2 Each party may disclose the other party's confidential information:

9.3.2.1 to its employees, officers, representatives, contractors,

subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 9.3; and

9.3.2.2 as may be required by law, a court of competent jurisdiction or any

governmental or regulatory authority.

9.3.2.3 Neither party shall use any other party's confidential information for

any purpose other than to perform its obligations under the Contract.

9.4 Entire agreement.

9.4.1 The Contract constitutes the entire agreement between the parties and

supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

9.4.2 Each party acknowledges that in entering into the Contract it does not rely on

and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

9.5 Variation. No variation of the Contract shall be effective unless it is in writing and

signed by the parties (or their authorised representatives).

9.6 Waiver.

9.6.1 A waiver of any right or remedy under the Contract or by law is only effective

if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

9.6.2 A failure or delay by a party to exercise any right or remedy provided under

the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

9.7 Severance. If any provision or part-provision of the Contract is or becomes invalid,

illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 9.7 shall not affect the validity and enforceability of the rest of the Contract.

9.8 Notices.

9.8.1 Any notice or other communication given to a party under or in connection

with the Contract shall be in writing and shall be:

9.8.1.1 delivered by hand or by pre-paid first-class post or other next working

day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

9.8.1.2 sent by email to the following address(es);

Supplier; office@cbees.co.uk;
Customer; agreed address

9.8.2 Any notice or communication shall be deemed to have been received:

9.8.2.1 if delivered by hand, at the time the notice is left at the proper

address;

9.8.2.2 if sent by pre-paid first-class post or other next working day delivery

service, at 9.00 am on the second Business Day after posting; or

9.8.2.3 if sent by email, at the time of transmission, or, if this time falls

outside business hours in the place of receipt, when business hours resume. In this clause 9.8.2.3, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

9.8.2.4 This clause 9.8 does not apply to the service of any proceedings or

other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

9.9 Third party rights.

9.9.1 Unless it expressly states otherwise, the Contract does not give rise to any

rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

9.9.2 The rights of the parties to rescind or vary the Contract are not subject to the

consent of any other person.

9.10 Governing law. The Contract, and any dispute or claim (including non-contractual

disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales.

9.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall

have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.