Terms and Conditions

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

 

  1. INTERPRETATION
    1.  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.

 

    1. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

 

    1. 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.

 

    1. 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.

 

    1. A reference to writing or written includes fax and email.

 

 

  1. APPLICATION OF CONDITIONS
    1. These Conditions shall:
      1. apply to and be incorporated into the Contract; and
      2. 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.

 

    1. 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.

 

    1. Any descriptive matter or advertising issues 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.

 

    1. 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.

 

    1. If you have any questions regarding the Conditions or anything in the Conditions is unclear please ask us.

 

  1. COMMENCEMENT AND DURATION
    1. 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

 

    1. 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.

 

  1. COMPANY'S OBLIGATIONS
    1. 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.

 

    1. 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.

 

    1. 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.

 

  1. CUSTOMER’S OBLIGATIONS
    1. The Customer shall:
      1. Ensure that the terms of its order and any other information relating to the Services provided to the Company is complete and accurate.
      2. 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;
      3. 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;
      4. 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;
      5. pay all invoices and monies on account as set out in the quotation and in accordance with condition 6 hereto;
      6. 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;
      7. inform the Company of all health and safety rules and regulations and any other reasonable requirements that apply at the Relevant Premises;
      8. 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;
      9. 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 authorised to do so by the Company.

 

    1. 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):
      1. 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
      2. 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.

 

    1. 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.

 

    1. On satisfactory completion of the Services, the Customer, or authorised representative thereof, shall signoff the Company’s satisfaction form thereby indicating that the Customer is completely satisfied with the delivery of the Company’s Services.

 

    1. The Customer must report any problems with the Services to the Company within 24 hours of the Services being signed-off.

 

  1. CHARGES AND PAYMENT
    1. In consideration of the provision of the Services by the Company, the Customer shall pay the Charges as set out in the Quotation.

 

    1. The Charges payable for the Services shall be calculated in accordance with the Company's daily rates and the cost of the required materials.

 

    1. All Charges quoted to the Customer shall be exclusive of VAT, which the Company may add to its invoices at the appropriate rate.

 

    1. The Company shall invoice the Customer on completion of the Services. 

 

    1. 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:

 

      1.  cancelled within 24 hours of the start date agreed - cancellation charge will be 25% of the overall value of the Services;
      2. cancelled within 12 hours of the start date agreed - cancellation charge will be 50% of the overall value of the Services
      3. 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.

 

    1. 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 in by the Company or by cheque.

 

    1. 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.

 

    1. 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:

 

      1. 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;
      2.  suspend all Services until payment has been made in full; and
      3.  recover any costs incurred by the Company in recovering any overdue amount.

 

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

 

    1. 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.

 

    1. No payment shall be deemed to have been received until the Company has received cleared funds.

 

    1. 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).

 

  1. LIMITATION OF LIABILITY

 

THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CONDITION

 

    1. 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:
      1.  any breach of the Contract;
      2.  any use made by the Customer of the Services or any part of it; and
      3. any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.

 

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

 

    1. Nothing in these Conditions limits or excludes the liability of the Company:
      1.  for death or personal injury resulting from negligence; or
      2.  for any damage or liability incurred by the Customer as a result of fraud or fraudulent misrepresentation by the Company; or
      3.  for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability.

 

    1. Subject to condition 7.2 and condition 7.3:
      1.  the Company shall not be liable for:
        1. loss of profits; or
        2. loss of business; or
        3. depletion of goodwill and/or similar losses; or
        4. loss of anticipated savings; or
        5. loss of agreements or contract of the Customer; or
        6. indirect or consequential loss.
      2. 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.

 

    1.  This condition 7 shall survive termination of the Contract.

 

  1. TERMINATION
    1. 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:
      1. 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
      2. 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
      3. 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).

 

    1. On termination of the Contract for any reason:
      1. 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
      2. 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 safe keeping and will not use them for any purpose not connected with the Contract.
    2. 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.

 

  1. FORCE MAJEURE
    1. 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.

 

  1. VARIATION
    1. 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.

 

  1. WAIVER
    1. 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.

 

    1. Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.

 

  1. SEVERANCE
    1. 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.

 

  1. ENTIRE AGREEMENT
    1.  The Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter

 

    1. 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).

 

    1. Nothing in this condition shall limit or exclude any liability for fraud.

 

  1. NOTICES
    1. 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, 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.

 

    1. 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 pre-paid first-class post or other next working day delivery service, on the second Business Day after posting.

 

  1. DATA PROTECTION
    1. 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.

 

    1. In this condition 15 Data Controller, Personal Data and Data Subject shall all have the meanings as defined in the Data Protection Legislation.

 

    1. 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.

 

    1. 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.

 

    1. 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:

 

      1. process Personal Data only for the purposes of the Contract unless the Supplier is required by Applicable Laws to otherwise process that Personal Data;
      2. ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data;
      3. ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
      4. not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Data Controller has been obtained.
      5. 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;
      6. notify the Customer without undue delay on becoming aware of a Personal Data breach;
      7. 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
      8. maintain complete and accurate records and information to demonstrate its compliance with this condition 15.

 

  1. CASE STUDIES
    1. 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.

 

    1. 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. 

 

 

    1. 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, show reels and on the Company’s website.

 

  1. CONFIDENTIALITY
    1. 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 1
      1. Each party may disclose the other party's confidential information:
        1. 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
        2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
      2. Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.

 

  1. ASSIGNMENT
    1. 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.

 

  1. THIRD PARTY RIGHTS
    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.

 

  1. GOVERNING LAW AND JURISDICTION
    1. 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.