Terms and Conditions for the Supply of Services
These are the terms & conditions that apply to the services that Scott Williams trading as Prestige Professional Cleaning (hereafter the Supplier) will supply to you (the Customer). These conditions shall continue to apply unless otherwise agreed by us in writing.
If you are purchasing services from the Supplier for personal use as a consumer, then additional terms will apply to you. For details of the Supplier’s consumer terms please click here or contact the Supplier on the details below.
If you have any questions then please do not hesitate to contact us at: Prestige Professional Cleaning, Unit 1A Florence Road Business Park, Kelly Bray, Callington, Cornwall PL17 8EX. Tel: 01752 424873. Email: firstname.lastname@example.org
THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 7 (LIMITATION OF LIABILITY).
The following definitions and rules of interpretation apply in these Conditions.
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Data Protection Legislation: the Data Protection Act 2018 and the General Data Protection Regulation 2016/679 (GDPR) (to the extent that the law of the European Union has legal effect in the UK).
Services: the services supplied by the Supplier to the Customer more particularly described in the Quote and includes render cleaning, power washing, paint removal, roof and gutter cleaning, brick and stone cleaning, restoration, ATEX explosive dust removal and other specialist commercial cleaning and maintenance.
Statement of Work: a description of the Services to be provided by the Supplier to the Customer if the Customer requires the Services for a Term.
Supplier’s Bank Account: Bank: Natwest
Account Name: Prestige
Sort Code: 52 10 42
Account Number: 16072510
Survey: means either: (a) a telephone survey whereby the Customer gives the Supplier the required information to assess the work over distance; or (b) a physical survey based on an inspection of the site.
Term: The term of the Contract if the Services required by the Customer are to be on a rolling monthly basis or delivered by the Supplier in phases.
Upfront Fee: a proportion of the overall Order amount to be paid in advance to cover the Supplier’s costs before commencement of the Services including hire of specialist equipment if applicable.
Quote:The description of Services and Charges (made available through the Website by the Supplier from time to time) to be provided to the Customer by the Supplier, which are based on the Survey.
- 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.
- Any words 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.
- A reference to writing or written includes email.
at which pointa legally enforceable Contract shall arise between the Supplier and Customer and both parties shall be bound by this agreement.
- If the Contract is for a Term, the Supplier will issue a Statement of Work to the Customer within 10 Business Days of receiving the Order. The Statement of Work will outline the timescale for each phase if applicable and confirm the volume of work to be provided by the Supplier to the Customer on a rolling basis per calendar month.
- Any descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier’s brochures or on the Website, are issued or published for the sole 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 other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing are excluded from this agreement.
- Any Quote given by the Supplier shall not constitute an offer, and is only valid for a period of 72 Days from its date of issue.
- Supply of Services
- The Supplier shall supply the Services to the Customer in accordance with the Order or Statement of Work in all material respects and the Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
- The Supplier shall use all reasonable endeavours to complete the Services by the dates specified, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
- All Services provided are subject to a Health and Safety Assessment (and induction) and the Supplier reserves the right to suspend commencement of the Services until such an assessment has been completed to the Supplier’s satisfaction, but any delay in commencement of Services in accordance with this clause 3.3 must not be unreasonable.
- The Supplier reserves the right to amend the Order or Statement of Work 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 Supplier shall notify the Customer in any such event.
- In the event the Supplier must cease or delay performance of the Services due to unforeseen circumstances, notwithstanding clause 10.1 (Force Majeure), including dangerous access/support/infrastructure, inhospitable environments, infestations and any other circumstance that in the reasonable opinion of the Supplier may pose a significant risk to health and safety or may otherwise breach any legal requirement, then the Supplier shall notify the Customer of those circumstances in writing with a proposal to rectify if applicable (the Rectification Notice). The Supplier reserves the right to terminate this contract if the unforeseen circumstance in this clause 3.1 cannot be rectified within 10 Business Days from the date of the Rectification Notice.
- Upon completion of the Services, phase or job on the Statement of Work, the Supplier will invite the Customer to inspect the work completed. Subject to the Customer’s approval and at the point the Supplier leaves the premises, the Customer will have been deemed to accept performance of the Services in accordance with this agreement.
- In the event that the Services include Softwashing and the use of biocides to eliminate organic matter on rendered walls, the results of the Services may be delayed. At all times the Supplier will only use biocide with a solution strength between 1-4% in accordance with industry guidelines
- Customer’s obligations
- The Customer shall:
- ensure that the terms of the Order and any information it provides in the preparation of the Survey and Statement of Work are complete and accurate;
- co-operate with the Supplier in all matters relating to the Services;
- ensure that all requirements necessary for the completion of the Health and Safety Assessment have been complied with;
- provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by the Supplier;
- provide the Supplier with such information, data and materials as the Supplier may reasonably require including all passkeys and access codes in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
- prepare the Customer’s premises for the supply of the Services, including the removal or protection of water sensitive equipment;
- obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
- comply with all applicable laws, including health and safety laws; and
- comply with any additional obligations as set out in the Statement of Work.
- If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
- without limiting or affecting any other right or remedy available to it, the Supplier 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 Supplier’s performance of any of its obligations;
- the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 4.2; and
- the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
- The Supplier may take photos or time-lapse videos of work undertaken in the provision of the Services which may be published on the Website from time to time for marketing purposes (and may include the use of the Customer’s company logo or branding, hereafter the Marketing Content). Insofar as any rights may exist in the Marketing Content, the Customer grants a limited, worldwide, non-exclusive, royalty-free, fully paid up, license to the Supplier to use, copy, repost, transmit or otherwise make available to the public, the Marketing Content to the extent that the Customer may own such rights in law. The Customer may revoke the license granted by this clause 4.3 by giving writing notice to the Supplier, at which point the Supplier shall immediately remove any Marketing Content to the extent that it relates to the Customer.
- The Customer shall:
- Charges and payment
- The Charges for the Services will be calculated on a fixed fee basis for one-off Orders or at a daily rate for Services rendered under a Statement of Work for a Term.
- If the Services are to be provided for a Term, the Charges may include a discount in accordance with the volume of work required by the Customer and will be set out in the Quote. The discount may apply to all the services or any one Service and is offered solely at the Supplier’s discretion.
- The Supplier shall invoice the Customer:
- on completion of the Services (or earlier if agreed by the parties) for one-off Orders; or
- If the Services are to be provided for a Term, on the date that is one month from the Commencement Date (the Invoice Date).
and time for payment shall be of the essence of the Contract.
- Where an Upfront Fee is payable, the Customer shall make full payment of the Upfront Fee in cleared funds to the Supplier’s Bank Account before acceptance in accordance with clause 2.3 may take place. The Customer may request a refund of the Upfront Fee at any time before acceptance of the Order and the Supplier shall pay such refund within 5 Business Days. Once acceptance of the Order has taken place, a reasonable deduction from the Upfront Fee may be made where the Supplier has completed part of the Services pro rata including any reasonably incurred costs.
- In the event that the Order is for a Term, the Upfront Fee may be payable on a monthly basis and shall be determined by the Supplier as set out in the Statement of Work. The Supplier reserves the right to reasonably adjust the Upfront Fee in accordance with market changes to costs and any such change in the Upfront Fee shall be notified to the Customer in writing.
- All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
- If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under clause 8, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment and shall pay an admin charge of £30. Interest under this clause 5.5will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
- 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).
- Data protection and data processing
- Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 6 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation. In this clause 6, Applicable Laws means (for so long as and to the extent that they apply to the Supplier) 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 the UK Data Protection Legislation and any other law that applies in the UK.
- The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the data controller and the Supplier is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).
- Without prejudice to the generality of clause 6.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data (as defined in the Data Protection Legislation) to the Supplier for the duration and purposes of the Contract.
- Without prejudice to the generality of clause 6.1, 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 that Personal Data only on the written instructions of the Customer unless the Supplier is required by Applicable Laws to otherwise process that Personal Data. Where the Supplier is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, the Supplier shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Customer;
- ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
- 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 Customer has been obtained and the following conditions are fulfilled:
- the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;
- the Data Subject (as defined in the Data Protection Legislation) has enforceable rights and effective legal remedies;
- the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
- the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;
- assist the Customer, at the Customer’s cost, 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 clause 6.
- Either party may, at any time on not less than 30 days’ notice, revise this clause 6 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract).
- Limitation of liability: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
- The Supplier has obtained insurance cover in respect of its own legal liability for individual claims not exceeding £[AMOUNT] 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; and
- Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
- death or personal injury caused by negligence;
- fraud or fraudulent misrepresentation; and
- breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
- Subject to clause 7.2, the Supplier’s total liability to the Customer shall not exceed the total value of the Contract in the preceding 12 months. The Supplier’s total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract.
- Subject to clause 7.2, the following heads of loss and damage are wholly excluded by the parties:
- Loss of profits
- Loss of sales or business.
- Loss of agreements or contracts.
- Loss of anticipated savings.
- Loss of use or corruption of software, data or information.
- Loss of or damage to water sensitive equipment
- Any loss or damage whatsoever through the use of biocides
- Loss of or damage to goodwill.
- Indirect or consequential loss.
- The Supplier has given commitments as to compliance of the Services in clause 3. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and 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.
- This clause 7 shall survive termination of the Contract.
- Term and Termination
- Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party 1 months’ written notice.
- Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
- the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
- 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), 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;
- 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
- the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
- 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:
- the Customer fails to pay any amount due under the Contract on the Due Date for payment; or
- the Customer breaches any of its obligations in clause 4.1.
- Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under the Contract on the Due Date, the Customer becomes subject to any of the events listed in clause 9.2(b) to clause 9.2(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them.
- Consequences of termination
- On termination of the Contract 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 shall submit an invoice, which shall be payable by the Customer immediately on receipt.
- Termination or expiry of the Contract shall not affect any 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.
- 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.
- 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.
- Assignment and other dealings.
- The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
- The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Supplier.
- 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 clause 11.3(b).
- 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 clause 10.3; 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.
- Entire agreement.
- 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.
- 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.
- Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
- Waiver. 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. 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.
- 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 shall not affect the validity and enforceability of the rest of the Contract.
- Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be 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 sent by email to email@example.com.
- Any notice or communication shall be deemed to have been received:
- if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and
- 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 at the time recorded by the delivery service; and
- if sent by fax or 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 11.8(b)(iii),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.
- This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
- 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.
- 10.10.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.
- 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.