1. Interpretation

1.1. In these Terms and Conditions:
1.1.1. "Charges" means the sums payable from time to time by the Client to Routine Office Cleaning for the provision of Services as set out in the Proposal ;
1.1.2. "Client" means the person named on the Proposal in receipt of the cleaning services;
1.1.3. "Routine Office Cleaning" means Routine Office Cleaning Limited;
1.1.4. "Commencement Date" means the date referred to in the Proposal or if later the date which Routine Office Cleaning starts to provide the Services;
1.1.5. "Proposal" means the scope of services offered and quoted for;
1.1.6. "Services" means the provision of contract cleaning services as referred to in the Proposal.
1.2. The headings in these Conditions are for convenience only and shall not affect their interpretation.
1.3. Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.4. In these Conditions where two or more individuals are included in the expression "the Client" any obligation provided by them shall be deemed to be made by such persons jointly and severally.

2. Duration

2.1. Subject to the remaining provisions in these Conditions Routine Office Cleaning shall provide the Services for a period as defined in the Proposal from the Commencement Date and thereafter unless or until notice is served in accordance with clause 7.

3. Client Obligations

3.1. The Client shall provide free of charge:
3.1.1. all necessary light, hot water and other facilities (as distinct from materials) which may be required to enable Routine Office Cleaning to carry out the Services;
3.1.2. suitable and safe accommodation for such equipment and materials as Routine Office Cleaning deems necessary to leave on the Client's premises;
3.1.3. access to the premises referred to in the Proposal  in order to enable Routine Office Cleaning to provide the Services from time to time.
3.2. The Client shall also ensure that the premises where Routine Office Cleaning are to provide the Services are safe for its employees, servants and agents.

4. Acceptance

4.1. Upon Routine Office Cleaning receiving written confirmation that the Client accepts the Proposal Routine Office Cleaning shall use all reasonable endeavours to provide the Services subject to the Proposal  and these Conditions.
4.2. Once the Proposal  has been accepted by the Client it may not be cancelled (in whole or part) or varied by the Client except with the express agreement in writing of Routine Office Cleaning and on terms that the Client shall indemnify Routine Office Cleaning in full against all loss (including loss of profit), costs (including cost of all labour and materials used), damages, charges and expenses incurred by Routine Office Cleaning as a result of cancellation or variation including (without limitation) any cancellation and/or penalty charges imposed on Routine Office Cleaning by any third party.
4.3. No variation to the Conditions shall be binding unless agreed in writing between the Client and Routine Office Cleaning.

5. Fees

5.1. All prices quoted in the Proposal are valid for thirty days only or until earlier confirmation by the Client after which time they may be altered by Routine Office Cleaning. Routine Office Cleaning reserve the right to make periodic pricing adjustments at the beginning of each year without giving notice to the Client.
5.2. All prices quoted in the Proposal are valid for thirty days only or until earlier confirmation by the Client after which time they may be altered by Routine Office Cleaning without giving notice to the Client.
5.3. The Client shall pay Routine Office Cleaning the Charges and any additional sums which are agreed between Routine Office Cleaning and the Client for the provision of the Services. Charges are based on period contract rates as per the Proposal and payable as per the Proposal. Official bank holidays will be charged for unless by written agreement.
5.4. Routine Office Cleaning Ltd will supply consumables at market competitive prices (TBA) unless agreed otherwise in writing.
5.5. All Charges quoted to the Client for the provision of the Services are exclusive of any Value Added Tax, for which the Client shall be additionally liable at the applicable rate from time to time.
5.6. If payment is not made as per the Proposal Routine Office Cleaning shall be entitled, without limiting any other rights it may have:
5.6.1. to charge interest on the outstanding amount. Interest will be charged at 8% above the Bank of England base rate in addition to any and all Management time, Court Charges and professional fees incurred in recovering the debt. We accept credit (except AMEX) cards for payment of an invoice, a 3% handing fee will be chargeable, and debit cards are accepted at no additional charge.
5.6.2. In the event of late payment, Routine Office Cleaning reserve the right to cancel the Services or suspend further provision of the Services without further notice.
5.6.3 Any issues with regard to quality, standards or pricing on any works must be reported to Routine Office Cleaning within 14 days of works being undertaken as failure to report any occurrence will invalidate any claim.
5.6.4. In the invent that either the principal is made Bankrupt or that we believe that the company is in or imminently likely to fall into receivership or liquidation, Routine Office Cleaning Ltd or its authorised personnel reserve the right to enter the client premises, retrieve its equipment together with capital assets that will achieve the approximate value (at auction) of the outstanding debt.

6. Warranties and Liability

6.1. Routine Office Cleaning warrants to the Client that the Services will be provided using reasonable care and skill.
6.2. Except in respect of death or personal injury caused by Routine Office Cleaning’ negligence, or as expressly provided in these Conditions, Routine Office Cleaning shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or any other term, or any duty at common law, or under the express terms of these Conditions, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of Routine Office Cleaning, its servants or agents or otherwise) which arise out of or in connection with the provision of the Services and the entire liability of Routine Office Cleaning under or in connection with these Conditions shall not exceed the [amount paid by the Client for the provision of the Services in any consecutive twelve month period] except as expressly provided in these Conditions.
6.3. Routine Office Cleaning shall not be liable to the Client or be deemed to be in breach of Routine Office Cleaning obligations in relation to the Services, if the delay or failure was due to any cause beyond Routine Office Cleaning reasonable control.

7. Termination

7.1. Either party shall be entitled to terminate the Services provided by Routine Office Cleaning hereunder by giving prior written notice as stipulated in the Proposal.

8. Non-Solicitation

8.1. The Client shall not during the term of the Services and for a period of (Six) months after expiry or termination howsoever caused solicit or engage Routine Office Cleaning’ staff who have been employed or engaged in the provision of the Services (in whole or part).
8.2. In the event that the Client is in breach of clause 8.1 above then the Client shall indemnify Routine Office Cleaning against all costs claims and expenses that are incurred as a result of such breach including (without limitation) the costs incurred in employing a substitute person and training the said person to a similar standard to the person who has been solicited. This provision shall be without prejudice to Routine Office Cleaning’ ability to seek injunctive relief.

9. General

9.1. These Conditions together with the Proposal constitute the entire agreement between the parties and supersede any previous agreement or understanding. All other terms and conditions express or implied by statute or otherwise are excluded to the fullest extent permitted by law.
9.2. Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
9.3. No failure or delay by either party in exercising any of its rights under these Conditions shall be deemed to be a waiver of that right and no waiver by either party of any breach of the Conditions by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
9.4. If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
9.5. Routine Office Cleaning shall be entitled to assign or otherwise transfer or use the services of a sub-contractor agent or otherwise in order to carry out any of its rights and obligations under these Conditions.
9.6. English and Welsh law shall apply to the contract and the parties agree to submit to the jurisdiction of the English and Welsh courts.
9.7. Other than expressly permitted it is not intended that a third party has a right to enforce a provision of this agreement under the Contracts (Rights of Third Parties) Act 1999.

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