The Real Cleaning Company (UK) Ltd – Terms & Conditions of Business

INTERPRETATION

The definitions and rules of interpretation in this condition apply in these terms and conditions (Conditions).
Company: The Real Cleaning Company (UK) Ltd. and registered company number 05622638.
Contract: the contract between the Company and the Customer for the supply of services in accordance with these
Conditions.
Customer: the person, firm or company who purchases the Services from the Company.
Data Protection Legislation: all legislation and regulatory requirements in force from time to time relating to the
use of personal data and the privacy of electronic communications, including, without limitation (i) any data
protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor
legislation, as well as (ii) the General Data Protection Regulation ((EU) 2016/679) and any other directly
applicable European Union regulation relating to data protection and privacy (for so long as and to the extent that
the law of the European Union has legal effect in the UK).
Quotation: a quotation for Services provided by the Company to the Customer following their survey of the Relevant
Premises, or using Relevant Premises’ plans and drawings, setting out the Services required and how much they will
cost.
Relevant Premises: the premises at which the Services are to be carried out.
Services: High Specification cleaning services to be provided by the Company as set out in the Quotation, together
with any other services which the Company provides, or agrees to provide, to the Customer.
Specification: the description or specification of the services provided by the Company to the Customer.
VAT: value added tax chargeable under English law for the time being and any similar additional tax.
A person includes a natural person, corporate or unincorporated body (whether or not having separate legal
personality).
Any obligation in the Contract on a person not to do something includes, without limitation, an obligation not to
agree, allow, permit or acquiesce in that thing being done.
A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a
statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
A reference to writing or written includes fax and email.

APPLICATION OF CONDITIONS

These Conditions shall:
- apply to and be incorporated into the Contract; and
- prevail over any inconsistent terms or conditions contained, or referred to in any confirmation of order,
  acceptance of a quotation, or implied by law, trade custom, practice or course of dealing.
The Customer’s acceptance of a Quotation by the Company or purchase order constitutes an offer by the Customer to
purchase the Services on these Conditions. No offer placed by the Customer shall be accepted by the Company other
than by the Company providing a written acknowledgment of the purchase order or by starting to provide the Services
when a Contract will be established.
Any descriptive matter or advertising issued by the Company and any descriptions or illustrations in the Company’s
brochures or on the Company’s websites are issued or published for the purpose of giving an approximate idea of the
Services described in them. They shall not form part of the Contract or have any contractual force.
Any quotation given by the Company shall not constitute an offer and is only valid for a period of [14] business
Days from the date of issue.
If you have any questions regarding the Conditions or anything in the Conditions is unclear, please ask us.

COMMENCEMENT AND DURATION

The Services supplied under the Contract shall be provided by the Company to the Customer from the date of
acceptance by the Company of the Customer’s offer in accordance with condition 2.2
Subject to condition 8, the Services supplied under the Contract shall take place on the date(s) and time(s) set
out in the Quotation, and continue for such period as is required to provide the agreed Services.

COMPANY’S OBLIGATIONS

The Company shall use reasonable endeavours to manage or provide the Services to the Customer, in accordance in all
material respects with the Quotation and provide the Services using reasonable care and skill.
The Company shall use reasonable endeavours to meet any performance dates and times specified in the Quotation,
but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
The Company reserves the right to amend the Specification if necessary to comply with any applicable law or
regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services and the
Company shall notify the Customer in any such event.

CUSTOMER’S OBLIGATIONS

The Customer shall:
- Ensure that the terms of its order and any other information relating to the Services provided to the Company is
  complete and accurate.
- Co-operate with the Company in all matters relating to the Services, accepting that although the Company will use
  their reasonable endeavours to keep it to a minimum, some disruption may be caused by the Services;
- Provide to the Company, in a timely manner, such information as the Company may require and ensure that it is
  accurate in all material respects;
- Be responsible (at its own cost) for preparing and maintaining the Relevant Premises for the supply of the
  Services, including moving any stock or obstructions that might impede provision of the Services, and providing
  free access to ceiling and high-level areas is available;
- Pay all invoices and monies on account as set out in the quotation and in accordance with condition 6 hereto;
- Provide the Company, its agents, subcontractors, consultants and employees, in a timely manner with access to the
  Relevant Premises and other facilities as required by the Company;
- Inform the Company of all health and safety rules and regulations and any other reasonable requirements that
  apply at the Relevant Premises;
- Ensure that any of the Customer’s equipment which will be used by the Company is in good working order and
  suitable for the purposes for which it will be used;
- Keep all materials, equipment, documents and other property of the Company (Company Materials) at the Relevant
  Premises in safe custody at its own risk, maintain the Company Materials in good condition until returned to the
  Company, and not dispose of or use the Company Materials other than authorized to do so by the Company.
If the Company’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 (Customer Default):
- Without limiting or affecting any other right or remedy available to it, the Company shall have the right to
  suspend performance of the Services until the Customer remedies the Customer Default and to rely on the Customer
  Default to relieve it from the performance of any of its obligations in each case to the extent the Customer
  Default prevents or delays the Customer’s performance of any of its obligations; and
- The Company 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 Customer shall be liable to pay to the Company, on demand, all reasonable costs (including legal or otherwise),
charges, or losses sustained or incurred by the Company (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, subject to the Company confirming such costs, charges, and losses to the Customer in writing. If
the Customer is a Company and the Company does not pay the costs set out in this condition 5.3, the Directors of the
Customer shall be personally liable to do so.
On satisfactory completion of the Services, the Customer, or authorized representative thereof, shall sign off the
Company’s satisfaction form, thereby indicating that the Customer is completely satisfied with the delivery of the
Company’s Services.
The Customer must report any problems with the Services to the Company within 24 hours of the Services being
signed-off.

CHARGES AND PAYMENT

In consideration of the provision of the Services by the Company, the Customer shall pay the Charges as set out in
the Quotation.
The Charges payable for the Services shall be calculated in accordance with the Company’s daily rates and the cost of
the required materials.
All Charges quoted to the Customer shall be exclusive of VAT, which the Company may add to its invoices at the
appropriate rate.
The Company shall invoice the Customer on completion of the Services.
In the event that the Services are cancelled for any reason outside the control of the Company, the Customer shall
be responsible for paying the Company for all of the Services that have been completed up until the time when the
Services are cancelled. The Company shall invoice the Customer for any unpaid Services as soon as reasonably possible
following the Contract being cancelled. At the Company Directors’ discretion, the Customer shall be liable to pay
cancellation costs based on the following criteria depending on when the Customer cancels the Services:
- Cancelled within 24 hours of the start date agreed – cancellation charge will be 25% of the overall value of the
  Services;
- Cancelled within 12 hours of the start date agreed – cancellation charge will be 50% of the overall value of the
  Services;
- Cancelled within 6 hours of scheduled Services commencement time or on arrival at Relevant Premises, the
  cancellation charge will be 100% of the overall value of the Services.
The Customer agrees that such cancellation charges are a reasonable estimate of the loss likely to be suffered by
the Company as a result of such cancellation.
The Customer shall pay each invoice submitted to it by the Company, in full and in cleared funds, within 30 days of
receipt by BACS or CHAPS payment to a bank account nominated by the Company or by cheque.
The price excludes additional costs incurred as a result of Services being required by the Customer which are over
and above those Services agreed in the Quotation.
Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Company on the due
date, the Company may:
- Charge interest on such sum from the due date for payment at the annual rate of 8% above the base lending rate
  from time to time of Barclays Bank plc, accruing on a daily basis and being compounded quarterly until payment is
  made, whether before or after any judgment and the Customer shall pay the interest immediately on demand. The
  Company may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998;
- Suspend all Services until payment has been made in full; and
- Recover any costs incurred by the Company in recovering any overdue amount.
Time for payment shall be of the essence of the Contract.
All sums payable to the Company under the Contract shall become due immediately on its termination, despite any other
provision. This condition 6.10 is without prejudice to any right to claim for interest under the law, or any such
right under the Contract.
No payment shall be deemed to have been received until the Company has received cleared funds.
All amounts due under the Contract 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).

LIMITATION OF LIABILITY

THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CONDITION
This condition 7 sets out the entire financial liability of the Company (including any liability for the acts or
omissions of its employees, agents, consultants, and subcontractors) to the Customer in respect of:
- Any breach of the Contract;
- Any use made by the Customer of the Services or any part of it; and
- Any representation, statement or tortious act or omission (including negligence) arising under or in connection
  with the Contract.
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 Company:
- 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
  Company; or
- For any matter which it would be illegal for the Company to exclude or attempt to exclude its liability.
Subject to condition 7.2 and condition 7.3:
- The Company shall not be liable for:
  - Loss of profits; or
  - Loss of business; or
  - Depletion of goodwill and/or similar losses; or
  - Loss of anticipated savings; or
  - Loss of agreements or contract of the Customer; or
  - Indirect or consequential loss.
- The Company’s total liability in contract, tort (including negligence or breach of statutory duty),
  misrepresentation, restitution, or otherwise arising in connection with the performance, or contemplated
  performance, of the Contract shall be limited to £500,000.
- This condition 7 shall survive termination of the Contract.

TERMINATION

Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Contract
without liability to the other on giving the other not less than 7 days’ written notice or immediately on giving
notice to the other if:
- The other party fails to pay any amount due under the Contract on the due date for payment and remains in default
  not less than 7 days after being notified in writing to make such payment; or
- The other party commits a breach of any of the terms of the Contract and (if such a breach is remediable) fails to
  remedy that breach within 30 days of that party being notified in writing of the breach; or
- The other party shall convene a meeting of its creditors or if a proposal shall be made for a voluntary
  arrangement within Part I of the Insolvency Act 1986 or a proposal for any other composition scheme or
  arrangement with (or assignment for the benefit of) its creditor or if the other shall be unable to pay its debts
  within the meaning of section 123 of the Insolvency Act 1986 or if a trustee receiver administrative receiver or
  similar officer is appointed in respect of all or any part of the business or assets of the other party or if a
  petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are
  taken for the winding up of the other party or for the making of an administration order (otherwise than for the
  purpose of an amalgamation or reconstruction).
On termination of the Contract for any reason:
- The Customer shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest
  and, in respect of Services supplied but for which no invoice has been submitted, the Company may submit an
  invoice, which shall be payable immediately on receipt; and
- The Customer shall return all of the Company Materials to the Company. If the Customer fails to do so, then the
  Company may enter upon the Relevant Premises and take possession of them. Until they have been returned, the
  Customer shall be solely responsible for their safekeeping and will not use them for any purpose not connected
  with the Contract.
Any provision of the Contract that expressly or by implication is intended to come into or continue in force on
termination or expiry of the Contract shall remain in full force and effect.

FORCE MAJEURE

The Company shall have no liability to the Customer under the Contract if it is prevented from, or delayed in
performing, its obligations under the Contract or from carrying on its business by acts, events, omissions, or
accidents beyond its reasonable control, including (without limitation) strikes, lock-outs, or other industrial
disputes (whether involving the workforce of the Company or any other party), failure of a utility service or
transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental
order, rule, regulation, or direction, accident, breakdown of plant or machinery, fire, flood, storm, or default of
Company’s subcontractors.

VARIATION

No variation of the Contract or these Conditions or of any of the documents referred to in them shall be valid unless
it is in writing and signed by or on behalf of each of the parties.

WAIVER

A waiver of any right under the Contract is only effective if it is in writing and it applies only to the circumstances
for which it is given. No failure or delay by a party in exercising any right or remedy under the Contract or by law
shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No
single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any
other) right or remedy.
Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights
provided by law.

SEVERANCE

If any provision of the Contract (or part of any provision) is found by any court or other authority of competent
jurisdiction to be invalid, illegal, or unenforceable, that provision or part-provision shall, to the extent
required, be deemed not to form part of the Contract, and the validity and enforceability of the other provisions of
the Contract shall not be affected.

ENTIRE AGREEMENT

The Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the
parties relating to its subject matter.
Each party acknowledges that, in entering into the Contract, it has not relied on, and shall have no right or remedy
in respect of, any statement, representation, assurance, or warranty (whether made negligently or innocently) (other
than for breach of contract).
Nothing in this condition shall limit or exclude any liability for fraud.

NOTICES

Any notice or other communication required to be given under the Contract shall be in writing and shall be delivered
personally or sent by prepaid first-class post or other next working day delivery service to the other party and for
the attention of the person specified in the Quotation 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 referred to in the Quotation or, if sent by prepaid first-class post or other next working day delivery
service, on the second Business Day after posting.

DATA PROTECTION

Both parties will comply with all applicable requirements of the Data Protection Legislation. This condition 15 is in
addition to, and does not relieve, remove, or replace, a party’s obligations under the Data Protection Legislation. In
this condition 15, Applicable Laws means (for so long as and to the extent that they apply to the Company) the law of
the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law
means any Data Protection Legislation from time to time in force in the UK including the Data Protection Act 2018 or
any successor legislation.
In this condition 15, Data Controller, Personal Data, and Data Subject shall all have the meanings as defined in the
Data Protection Legislation.
Each party shall be a Data Controller in relation to Personal Data belonging to that party and processed by the other
party in connection with the Contract.
Without prejudice to the generality of condition 15.1, each party will ensure that it has all necessary appropriate
consents and notices in place to enable lawful transfer of the Personal Data to the other party for the duration and
purposes of the Contract.
Without prejudice to the generality of condition 15.1, the Supplier shall, in relation to any Personal Data processed
in connection with the performance by the Supplier of its obligations under the Contract:
- Process Personal Data only for the purposes of the Contract unless the Supplier is required by Applicable Laws to
  otherwise process that Personal Data;
- Ensure that it has in place appropriate technical and organizational measures to protect against unauthorised or
  unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data;
- Ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data
  confidential; and
- Not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Data
  Controller has been obtained.
Assist the Data Controller in responding to any request from a Data Subject and in ensuring compliance with its
obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments,
and consultations with supervisory authorities or regulators;
Notify the Customer without undue delay on becoming aware of a Personal Data breach;
At the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on
termination of the agreement unless required by Applicable Law to store the Personal Data; and
Maintain complete and accurate records and information to demonstrate its compliance with this condition 15.

CASE STUDIES

Subject to condition 17, the Company reserves the right to use any Services or any visual representation of the
Services for self-promotion as a case study unless protected by a formally agreed confidentiality agreement with the
Customer.
The Customer agrees that the Company may use the Customer’s name and other details relating to the Services solely to
the extent necessary for the purpose of illustrating and demonstrating the Services carried out by the Company, such
as by including them in or on a video or website and referring to them as a case study, or otherwise pursuant to
condition 16.3. The Customer warrants that such use shall not infringe the rights of any third party.
The Company shall have the non-exclusive right to use all material gathered in the process of undertaking the Services
for its own promotional use in customer and prospective customer presentations, showreels, and on the Company’s
website.

CONFIDENTIALITY

Each party undertakes that it shall not at any time disclose to any person any confidential information concerning
the business, affairs, customers, clients, or suppliers of the other party, except as permitted by condition 17.
Each party may disclose the other party’s confidential information:
- To its employees, officers, representatives, 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, subcontractors, or advisers to whom it discloses the other party’s confidential
  information comply with this condition 17; and
- As may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.
Neither party shall use the other party’s confidential information for any purpose other than to perform its
obligations under the Contract.

ASSIGNMENT

Neither party may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any of
its rights or obligations under the Contract without the prior written consent of the other party, such consent not
to be unreasonably withheld or delayed.

THIRD PARTY RIGHTS

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.

GOVERNING LAW AND JURISDICTION

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, shall be governed by, and construed in accordance with, the law of England and Wales
and the parties irrevocably agree to submit to the exclusive jurisdiction of the courts of England and Wales.