Swift Office Cleaning Services (Hounslow) Limited
Terms and Conditions of Business
1.1 These Conditions set out the basis upon which Swift Office Cleaning shall supply cleaning materials and equipment and perform cleaning services (the Services) for you as set out in the Specification.
1.2 The Specification is an offer by you to purchase Services in accordance with these Conditions and to enter into a binding contract with us.
1.3 If any of these Conditions are inconsistent with any term on the Specification, these Conditions shall prevail.
1.4 These Conditions together with the Specification constitutes the entire agreement (Agreement) between you and us.
1.5 The Client reserves the right to amend the Specification, if necessary, before the commencement date of the Agreement. Any such changes shall be notified to us in writing within 5 business days before the commencement date of the Agreement.
1.6 The Agreement shall become binding on you when we first perform the Services.
1.7 We may vary the terms of the Agreement by giving you at least one calendar month notice in writing.
1.8 During the first 30 days from the start of the Agreement, you may cancel this Agreement on one (1) calendar month written notice. After 30 days from the commencement date of the Agreement, you may cancel the Agreement on three (3) calendar months’ written notice.
2. Quality of Services
2.1 Unless we are prevented from doing so by a force majeure event or by reason of us not gaining entry into your premises due to no fault of our own, we will provide the Services as set out in the Specification which:
a) conform in all material respects with their description;
b) are carried out with reasonable care and skill;
c) comply with all applicable statutory and regulatory requirements for the performance of cleaning services in England.
2.2 This warranty does not absolve you from your legal rights in relation to enabling us to freely and safely enter the premises and/or perform the Services.
2.3 You must ensure that your premises comply with all applicable Health and Safety legislation and that we can gain entry to perform the Services.
2.4 If not supplied by us you must ensure that you provide all the necessary tools and equipment and make them readily available for us to perform the Services.
3. Provision of services
3.1 We will supply the Services from the date agreed by both parties until otherwise terminated in accordance with these Conditions.
3.2 It is your responsibility to advise your staff and visitors of the dates and times when the cleaning service will be carried out. You must warn your staff to expect possible disturbance during the cleaning times and to be vigilant for Swift cleaning staff in the building and the dangers directly related to cleaning such as wet floors and/or trailing cables.
3.3 Our charges are calculated on a 52 week a year structure. If you shut or close your premises for any reason (for example Christmas, Bank or Public Holidays) so that we are unable to perform the Services you shall be liable for the full cost of the Services even if they have not been performed.
3.4 In the event of a client relocation, or closure of the contract premises, the terms and conditions will remain valid until proper notice has been given in accordance with clause 1.8.
3.5 Swift Office Cleaning shall provide adequate staff and cleaning materials to ensure that the client’s premises are cleaned in accordance with the cleaning specification. Any indications of staffing levels included in the contract specification are for guidance only. Swift Office Cleaning reserves the right to amend staff deployment levels and times at any time, without notice. If a shift is missed through no fault of the client, Swift agrees to credit an amount equal to the direct labour cost of that shift, on the condition that Swift is notified in writing within 24 hours of the missed shift.
3.6 We may suspend the provision our Services without any liability if in our reasonable opinion your premises are or will very likely be dangerous or do not comply with Health and Safety legislation and you shall be liable for the full cost of the Services even if they are not performed.
3.7 If you do not provide us with the complete and correct information or instructions, we may not perform the Services but you shall be liable to pay us in full for the Services if we are unable to perform them for any reason beyond our reasonable control.
3.8 Any electrical equipment supplied by us but stored on your premises must be included in your annual Portable Appliance Testing (PAT) arrangement. Our staff will visually inspect electrical equipment supplied by us for faults or wear and tear before each use.
3.9 To enable us to perform our Services safely and efficiently you must provide us with a dedicated, cool, dry, ventilated, lockable safe cupboard area for our equipment, cleaning chemicals and consumables storage. The equipment remains the property of Swift Office Cleaning Services (Hounslow) Limited at all times. If it is not possible to provide such a cupboard we cannot accept responsibility for any loss, accident or damage caused by the presence of our equipment, cleaning chemicals or consumables on your site. We cannot accept responsibility for any loss, accident or damage caused by the use of our equipment or cleaning chemicals without the authorisation of our senior management.
3.10 In the event the Transfer of Undertakings (Protection of Employment) Regulations 2006 TUPE legislation is found to apply to this contract the client agrees to indemnify Swift Office Cleaning against any costs or liabilities incurred including but not restricted to any increase in wage rates payable and any claims for unfair dismissal.
4. Defective services
4.1 If, in the unlikely event that the Services do not conform with these Conditions or the Specification, you must let us know what the problem is immediately to enable us to rectify the issue; and in any event not later than by 12.00 Noon the following working day. Failure to do so would prohibit any retrospective credits.
4.2 Swift will consider the continuance of its daily Services without complaint to imply the client’s satisfaction with the execution of the contract. Any such complaints should be in writing or email to the Works Director within two working days of the occurrence. Upon receipt of such notice, Swift will take all necessary action, without cost to the client, to investigate and rectify the complaint.
4.3 Upon us becoming aware that the Services supplied by us to you are not in accordance with the Specifications and these Conditions in all material respects, we will investigate your complaints. If we consider your concerns are justified we shall provide you with a full or a partial refund if it is reasonable to do so.
4.4 Swift shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any fault of the Client.
4.5 Swift will not be liable to the Client where the performance of any of Swift’s obligations is prevented or restricted by any circumstance or cause beyond its reasonable control.
4.6 Nothing in the Agreement limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence; and
(b) fraud or fraudulent misrepresentation.
4.7 Subject to clause 4.6, Swift ‘s total liability to the Customer shall not exceed the amount of Swift’s Total Charges arisen in respect of the day on which the incident giving rise to such liability has occurred. The amounts agreed to be paid under Condition 5 shall count towards such cap on the Supplier’s liability.
4.8 In Condition 4.7 Total Charges means all sums paid by the Client and all sums payable under this Agreement in respect of the Services supplied by Swift, whether or not invoiced to the Client.
4.9 Swift shall not be liable for a claim unless notice in writing summarising the nature of the claim and, as far as is reasonably practicable, the amount claimed, has been given by the Client to a Director of Swift within 28 days of the date on which the incident giving rise to such claim has occurred.
5. Price and Payment
5.1 The price of the Services and consumables will be as set out in the Specification. Subject to clause 5.2, 5.3 and 5.4 the price is liable to change upon you being given at least three (3) calendar month written notice.
5.2 Prices are exclusive of VAT. However, if the rate of VAT changes after the date of the Specification, we shall without liability charge you the applicable VAT rate when such rate takes effect. It is a legal requirement to ensure employees receive the correct rates of pay in all instances. The Government’s National Living Wage was introduced on 1 April 2016. To meet its legal obligations Swift Office Cleaning reserve the right to make any necessary increase to invoices to reflect a rise in either the Minimum Wage or National Living Wage whichever should apply.
5.3 The current price of the Service and products will be reviewed annually, unless the parties agree otherwise, in writing, after at least three (3) calendar months’ notice has been given. Should our costs increase for reasons beyond our control Swift Office Cleaning reserves the right to increase its charges to reflect such a change.
5.4 We reserve the right to request you to be liable for the full cost of any consumables i.e, toilet rolls, black refuse sacks etc., used or supplied in the performance of the Services which shall be invoiced to you monthly and due for payment immediately upon receipt of invoice.
5.5 Upon the termination of this agreement howsoever arising the client agrees to meet any consequent redundancy for which the company may be liable under the current Employment Rights Act 1996 or other relevant employment legislation.
5.6 You will not be entitled to any refund or reduction in the price if you close your premises or if we cannot gain entry to perform the Services due to no fault of our own.
5.7 You will not be entitled to any refund or reduction in the price if you reduce the level of Services or terminate this Agreement without giving us at least one (1) calendar month prior written notice.
5.8 Our invoices are raised on a calendar monthly basis i.e. 12 times a year. You shall be invoiced for all Services provided on the last day of each calendar month. Payment is due within 30 days of the date of invoice.
5.9 If you do not pay the invoice in full by the payment due date, you agree to pay and be liable to repay us for all and any costs we incur in recovering the money you owe us including our full legal costs on an indemnity basis and any costs relating to our use of a debt collection agency. We reserve the right to refer any invoices outstanding beyond 30 days to our solicitors who will be entitled to charge you their full costs plus VAT in addition to the outstanding invoice amount to cover their costs.
5.10 No claim or dispute which the client may at any time have or purport to have with or against Swift Office Cleaning shall entitle the client whether by claim or setoff, counterclaim or otherwise, to defer or make any deductions from the charges due to Swift Office Cleaning hereunder.
5.11 We reserve the right to charge you interest on all amounts due at the rate of 4% per annum above Lloyds base rate from time to time calculated on a daily basis from the due date until the actual payment date, whether before or after judgment.
5.12 We reserve the right to charge you administration fees of £25.00 for each payment which falls overdue and £25 for each cheque, BACS or direct debit which has to be represented.
5.13 Without limiting any other remedies or rights that we may have, if you do not pay us on time, we may suspend the performance of the Services until you have paid the outstanding amounts or terminate this Agreement without any further liability to you.
6. Our Liability To You
6.1 If we fail to comply with these Conditions, we are responsible for foreseeable loss or damage that you suffer that is a direct result of our gross breach of these Conditions or our gross negligence. We are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it is an obvious consequence of our gross breach or if it was contemplated by us at the time we entered into this Agreement.
6.2 We do not accept any liability whatsoever for any loss suffered or incurred as a result of our non-performance of the Services if such non-performance is no fault of our own.
6.3 We do not accept any liability whatsoever for any loss or damage howsoever caused to an item, for example, electrical fittings, light bulbs, fire alarm fittings or glass which is already damaged due to its faulty construction or poor condition.
6.4 We shall not perform the Services in any area which could cause harm to our staff.
6.5 We shall have the option to make good any damage if caused by our negligence rather than compensating you for such loss or damage. Only if such loss or damage cannot be rectified shall we be liable to compensate you for the reasonable replacement costs taking into account any wear and tear, condition etc., at such time.
7.1 You must at all times maintain adequate public liability and third-party liability insurance cover to a minimum sum insured of £5M.
7.2 We shall at all times maintain adequate public liability and employer’s liability insurance cover.
7.3 We do not exclude or limit in any way our liability for:
a) death or personal injury caused by our negligence or the negligence of our employees’
b) fraud or fraudulent misrepresentation
8. Events Outside Our Control
8.1 We will not be liable or responsible for failure to perform or a delay in performance of the Services which is caused by events outside our reasonable control (Force Majeure Event).
8.2 A Force Majeure Event includes any act, event, non-occurrence, omission or accident beyond our reasonable control and includes, in particular (without limitation), the following:
a) due to any potentially contagious disease or illness of our staff or your staff; or
b) strikes, lockouts or other industrial action; or
c) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; or
d) fire, explosion, storm, freezing conditions, snow, flood, earthquake, subsidence, epidemic or other natural disasters; or
e) the impossibility of the use of transport services or other means of public or private transport to enable us to attend your premises to perform the Services.
8.3 Our obligations under these Conditions are suspended for the period that the Force Majeure Event continues, and you shall be liable to pay for the Services even if not performed due to a Force Majeure Event and we shall not compensate you for any losses incurred as a result of the Force Majeure Event.
8.4 We will take reasonable steps to bring the Force Majeure Event to a close or to find a solution by which our obligations under these Conditions can be performed despite the Force Majeure Event.
9. Termination and Change in Service Provision
9.1 Either of us may reduce the level of Services provided you give us at least three (3) calendar months’ prior written notice.
9.2 If you require an increase in the Services please give us as much notice as possible.
9.3 This contract shall take effect on the commencement date of the Agreement which is the first day of performance of the Services and shall continue in all its terms and conditions from year to year until terminated by either party by giving at least three (3) calendar months’ written notice. The client shall address such notice in writing to the Managing Director. Termination of the contract is subject to your account being paid up to date as at the date when notice is given. In the event of the contract being terminated by the client without proper notice, the client shall be liable to pay to Swift in lieu of such notice, an amount equal to the payment that would have been due to Swift had the company continued to perform its obligations under the contract throughout the required period of notice. The termination of the Agreement in accordance with this Condition 9.3 will not affect either party’s outstanding rights or duties, including our right to recover from you any money you owe us under these Conditions.
9.4 We will provide the Services as set out in the Specification and the Services shall continue as per the Specification until terminated or decreased in accordance with clause 9.1, or 9.3.
9.5 If you terminate the Contract within the first three (3) calendar months’ of the commencement date of the Agreement, you will be charged and shall be liable to pay us an amount equivalent to the price payable for our Services pursuant to Condition 5 in respect of a period of three (3) calendar months.
9.6 We shall postpone the provision of the Services for a maximum of one calendar month at your request if you give us at least one calendar month written notice. This Agreement shall automatically terminate without notice if the supply of our Services is not continued after that one month period and you will be liable to pay us an amount equivalent to the price payable for our Services pursuant to Condition 5 in respect of a period of three (3) calendar months.
10. Non-Solicitation and Competition
10.1 For a period of not less than 26 weeks’ after the termination of this Agreement date you shall not solicit or endeavour to entice away from us or otherwise have any business dealings with any of our staff who were involved with providing the Services under this Agreement or with whom you had contact with due to this Agreement; or
10.2 For not less than 26 weeks’ after the termination of this Agreement in the course of any business concern which competes with us, offer to employ or engage an employee, worker or contractor who has worked for us during the period of twelve (12) calendar months’ prior to the termination of this Agreement.
10.3 If any employee, worker or contractor who has worked for us during the period of twelve (12) calendar months’ prior to the termination of this Agreement is employed or engaged by you or your Company during the 12 weeks following the termination of this Agreement then a finder’s fee of £500 per person engaged or employed will be payable to us immediately.
11. Property, Tools and Equipment
11.1 Immediately upon request or upon the termination of this Agreement you must make available to us all our property in good working order which is in your possession or under your control. Failure to do so could result in you being liable to repay us the full new replacement costs.
11.2 If any of our property is damaged whilst left on your premises you are liable for the full repair cost or if unable to be repaired the full new replacement costs.
11.3 The use or removal of our equipment or cleaning supplies by those not employed by Swift Office Cleaning is prohibited.
11.4 If you wish to contact us in writing, or if any clause in these Conditions requires you to give us notice in writing (for example, to cancel this Agreement), you can send this to us by e-mail, by hand, or by post to Swift Office Cleaning Services (Hounslow) Limited 439 Great West Road, Hounslow, Middlesex TW5 0BY. We will confirm receipt by contacting you in writing. If we have to contact you we will do so by e-mail, by hand, or by post to the address you provide to us in the Specification.
12. Data Protection and GDPR
12.1 We will only use the personal information you provide to us to provide our Services, or to inform you about other services which we provide unless you tell us that you do not want to receive this information. We do not share personal information with third parties except as necessary to carry out our business or your request or as required by law or other legal processes.
12.2 Use and collection of personal information
We may use information that you provide to:
a) Provide our Services.
b) Respond to requests placed by you.
c) Foresee and solve problems with any of our Services supplied to you.
d) Carry out our Services and administer your account in relation to any Agreement you have with us.
e) Keep a record of your correspondence if you contact us.
f) Periodically send promotional emails about our services, special offers or other information which we think you may find interesting using the email address which you have provided.
g) Notify you about changes to our Service.
If you do not want us to use your data in this way, please let us know
12.3 We may disclose your personal information to third parties:
a) In the event, we sell or buy any business or assets, in which case we may disclose your personal data to the prospective buyer or seller.
b) If Swift Office Cleaning or substantially all its assets are acquired by a third party, in which case personal data held by it about its clients and staff will be one of the transferred assets.
c) If we are under a legal duty to disclose or share your personal data to prevent fraud and comply with any legal obligation.
d) As necessary to carry out our business Services and engage sub-contractors or at your request. This is done with your permission and you have the right to object to your personal data being shared in this way.
12.4 Where your data is stored
We store your data on secure British Telecom Servers based in the UK.
12.5 By submitting your personal data, you agree to this.
12.6 Legitimate Interest
With respect to the processing and holding data for business to business marketing purposes, advertising and public relations in connection with our business activity. We have a legitimate interest in managing our Services through the balanced use of direct calls, letters and emails. We do not share personal information with third parties except as necessary to carry out our business, engage sub-contractors, or at your request or as required by law or other legal processes.
12.7 We endeavour to take all reasonable steps to protect your company information. However, we cannot guarantee the security of any data that is left in plain sight whilst cleaning is being carried out and we will not be responsible for any breach of security unless this is due to our negligence or wilful default.
13.1 If any court or competent authority decides that any of the provisions of these Conditions are invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law.
13.2 These Terms and Conditions of Business shall become binding on you on the first performance of the Services at your premises.
13.3 If we fail, at any time while these Conditions are in force, to insist that you perform any of your obligations under these Conditions, or if we do not exercise any of our rights or remedies under these Conditions, that will not mean that we have waived such rights or remedies and will not mean that you do not have to comply with those obligations. If we do waive a default by you that will not mean that we will automatically waive any subsequent default by you. No waiver by us of any of these Conditions shall be effective unless we expressly say that it is a waiver and we tell you so in writing.
13.4 A person who is not a party to the Agreement shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.
13.5 These Conditions replace all previous Terms and Conditions, or Agreements made between the parties. These Conditions shall be governed by English law and the parties agree to the non-exclusive jurisdiction of the English courts.