Terms & Conditions

Support Maintenance Service LTD

CONTRACT COMMERCIAL CLEANING

  1. Interpretation
    1. Definitions- In these Conditions, the following definitions apply:
      Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
      Charges: the charges payable by the Customer for the supply of the Services in accordance with clause 5.
      Commencement Date: has the meaning set out in clause 2.2.
      Conditions: these terms and conditions as amended from time to time in accordance with clause 12.7.
      Contract: the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions.
      Customer: the person, firm or company who purchases Services from the Supplier.
      Fixed Term: the period of 1 year rolling from the Commencement Date.
      Order: The Customer’s order for Services by way of the Customer’s acceptance of the Supplier’s quotation or tender, as the case may be.
      Services: the commercial or other cleaning services, as the case may be, supplied by the Supplier to the Customer at the Customer’s premises, office accommodation and other facilities as set out in the Specification.
      Specification: the description or specification of the Services provided in writing by the Supplier to the Customer by way of a quotation or tender, as the case may be.
      Staff: the cleaners engaged by the Supplier, whether full time or part time, who carry out the Services under the Contract.
      Supplier: Support Maintenance Services Limited (company number 09299949), Challenge House Sherwood Drive Bletchley Milton Keynes MK3 6DP.
      Supplier Materials: has the meaning set out in clause 4.1 (i).
      VAT: value added tax chargeable under the Value Added Tax Act 1994.
    2. Construction. In these Conditions, the following rules apply:
      (a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
      (b) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
      (c) any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
      (d) a reference to writing or written includes faxes and emails.

  2. BASIS OF CONTRACT
    1. The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.
    2. The Order shall only be deemed to be accepted when the Supplier confirms acceptance of the Order by signing at the end of these Conditions or (if earlier) by commencing performance of the Services, at which point and on which date the Contract shall come into existence (Commencement Date).
    3. The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.
    4. Any descriptive matter or advertising issued by the Supplier is 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.
    5. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
    6. Any quotation or tender given by the Supplier shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.
    7. The Contract shall commence on the Commencement Date and, subject to termination in accordance with the provisions of these Conditions, shall continue for the Fixed Term. After expiry of the Fixed Term, the Contract shall (subject to any such termination) continue for successive fixed periods of 1 years rolling until terminated by either party on at least 90 days’ prior written on company letterhead notice to expire at the end of the then current term.

  3. SUPPLY OF SERVICES
    1. The Supplier shall supply the Services to the Customer in accordance with the Specification in all material respects.
    2. The Supplier shall use all reasonable endeavors to meet any performance dates specified in the Specification, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services and may not be made of the essence by notice. Should the Customer wish to change the scheduled time for performance of the Services, it must provide at least 30 days prior written notice to the Supplier.
    3. The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
    4. The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
    5. The Staff carrying out the Services on behalf of the Supplier will be subject to quality checks to uphold an acceptable standard. If the Customer asks the Supplier to remove any of its Staff from the provision of the Services for any reason, the Supplier shall be afforded at least 14 days to put in place a suitable replacement.
    6. Should any request be made to remove a member of the Supplier’s Staff for any reason from the Customer’s site, the Supplier shall ensure the Staff member is suitably replaced within 14 days.
    7. In the absence of any Staff assigned to undertake the Services for the Customer, whether full or part time, either a replacement member of Staff will be assigned to carry out their duties, or they shall be shared out between other Staff members to complete in their working hours.

  4. CUSTOMER’S OBLIGATIONS
    1. The Customer shall:
      (a) ensure that the terms of the Order are complete and accurate;
      (b) co-operate with the Supplier in all matters relating to the Services;
      (c) provide the Supplier, its employees, agents, consultants and subcontractors, with unrestricted access to the Customer’s premises, office accommodation and other facilities as reasonably required by the Supplier, giving any special instruction if required on unavoidable restrictions;
      (d) provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;
      (e) provide the Supplier, where needed, with keys so as to be able to open the
      Customer’s premises without any special efforts or skill;
      (f) prepare the Customer’s premises for the supply of the Services;
      (g) ensure that at least 24 hours’ prior written notice is provided to the Supplier should the date or time of any Services be required to be changed;
      (h) obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to be undertaken;
      (i) keep and maintain all materials, equipment and other property of the Supplier (Supplier Materials) at the Customers premises in safe custody at its own risk; and
      (j) promptly pay all agreed invoice amounts in line with clause 5.3.
    2. 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):
      (a) the Supplier shall without limiting its other rights or remedies 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 to the extent the Customer Default prevents or delays the Suppliers performance of any of its obligations;
      (b) 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
      (c) 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.
  5. CHARGES AND PAYMENT
    1. Unless otherwise agreed in writing by the Supplier, the Charges for the Services shall be those quoted in the Supplier’s quotation or tender unless otherwise varied under these Conditions.
    2. Time for payment shall be of the essence, and the Charges must be paid even if the Services are not performed on the request of the Customer. In the absence of the Customer disputing any invoice from the Supplier or the Services the invoice relates to within 14 days of its date, the invoice and those Services shall be deemed to be accepted by the Customer. If the Customer raises any claim concerning the Services within this period or otherwise, the Supplier shall be afforded at least 14 days by the Customer to seek to remedy any defects and/or deficiencies complained of.
    3. A Customer is a business when the Services are being received for its business purposes. The Customer shall pay each invoice submitted by the Supplier as follows:
      (a) in full and in cleared funds by cheque or by BACs payment to a bank account nominated in writing by the Supplier or by such other means as directed in writing by the Supplier;
      (b) where the Charges are under £100,000 per annum, the Supplier shall invoice the Customer monthly in arrears in respect of the Services undertaken in that month and the Customer shall pay the invoice within 30 days of the date of the invoice; and
      (c) where the Charges are over £100,000 per annum, the Supplier shall invoice the Customer monthly in advance in respect of the Services to be undertaken in that month and the Customer shall pay the first month’s invoice by the 1 st day of the 1 st month and each monthly invoice thereafter by the 1 5th day of the month. This payment profile shall apply throughout the Fixed Term and, after the Fixed Term, unless otherwise agreed by the Supplier in writing the Supplier shall invoice the Customer monthly in arrears in respect of the Services undertaken in that month and the Customer shall pay the invoice within 30 days of the date of the invoice.
    4. All amounts payable by the Customer under the Contract are exclusive of amounts in respect of VAT for the time being. 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.
    5. Payments are to be made to the Supplier by cheque or BACs payment as provided for in clause 5, 3(a), unless otherwise agreed by the Supplier in writing.
    6. No payments are to be made directly to any of the Supplier’s Staff.
    7. If the Customer fails to make any payment due to the Supplier under the Contract as required under these Conditions, then the Customer shall pay interest on the overdue amount at the rate of 8% per cent per annum above the base rate of such bank nominated by the Supplier from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount and any costs of recovery incurred by the Supplier (including legal costs) on an indemnity basis.
    8. The Customer shall pay all amounts due under the Contract in full without any set off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
    9. Any price increase made by the Supplier will be notified to the Customer, in writing, no later than 30 days in advance of the increase. The Supplier shall give the Customer written notice of any such increase at least 30 days before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify the Supplier in writing within 14 days of the Supplier’s notice and this will cause the Contract to terminate upon the expiry of the Supplier’s notice. In the absence of the Customer providing such notification, the Customer agrees that such increase shall become effective upon the expiry of the Supplier’s notice without the requirement for any further agreement or consent from the Customer.
    10. Should the nature or extent of the Services change (including, without limitation, reduced or additional hours and a change to the premises where the Services are to be performed), the Charges may be subject to change at a level to be agreed with the Customer. In the absence of the Customer’s agreement, the Supplier shall be under no obligation to undertake any such changed Services.

  6. SUPPLIER MATERIALS
    The Customer shall provide adequate and secure storage space at the Customer’s premises, office accommodation and other facilities where the Services are to be performed for storage of the Supplier Materials. All Supplier Materials are the exclusive property of the Supplier.

  7. LIMITATION OF LIABILITY
    1. Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
      (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
      (b) fraud or fraudulent misrepresentation;
      (c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or
      (d) any other liability that cannot be lawfully limited or excluded.
    2. Subject to clause 7.1:
      (a) the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
      (b) the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed an amount equivalent to two times the Charges paid by the Customer during the 12 month period immediately before the date on which the cause of action first arose or, if the cause of action arose during any period before 12 months from the Commencement Date, during that shorter period.
    3. The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
    4. The Customer agrees that, having regard to the nature of the Services, the level of the Charges and all other circumstances, the limits of liability in respect of the Supplier’s liability provided for in this clause 7 are fair and reasonable.
    5. The Customer acknowledges that the provisions of these Conditions, including this clause 7, are essential to protect the legitimate commercial and business interests of the Supplier and that they are fair and reasonable having regard to the level of the Charges.
    6. This clause 7 shall survive termination of the Contract.

  8. INSURANCE
    1. For the duration of the Contract, the Supplier shall maintain in force public liability insurance of £10,000,000 per occurrence and employers’ liability insurance of £10,000,000 per annum.
    2. The Supplier shall provide a copy of the insurance policies mentioned in clause 8.1 upon the reasonable request of the Customer.
    3. The Supplier is ALTIUS and SAFECONTRACTORS approved. Copies of the appropriate certificates in support of the same will be provided by the Supplier upon the reasonable request of the Customer.
    4. So as to comply with health and safety requirements, the Supplier will not permit the Services to be carried out by its Staff in working conditions on a particular site that proves to be unfit and hazardous, until such a time that the working conditions have improved and it is safe for all to work.

  9. TERMINATION
    1. Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
      (a) 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 on company letterhead to do so. For the purposes of this clause in respect of any breach by the Supplier, material breach shall mean a breach by the Supplier of a term of the Contract which has occurred subsequent to the Supplier having previously received at least 2 verbal complaints and 2 written complaints from the Customer in respect of breaches of that same term;
      (b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
      (c) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the
      sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
      (d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a
      solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
      (e) the other party (being an individual) is the subject of a bankruptcy petition or order;
      (f) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
      (g)an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
      (h) the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
      (i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
      (j) any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 9.1 (b) to clause 9.1 (i) (inclusive);
      (k) the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or
      (i) the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing their own affairs or becomes a patient under any mental health legislation.
    2. Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer on Company letterhead if the Customer fails to pay any amount due under the Contract on the due date for payment and fails to pay all outstanding amounts within 30 days after being notified in writing to do so.
    3. Without limiting its other rights or remedies, the Supplier may suspend provision of the Services under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 9.1 (b) to clause 9.1 (l), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under the Contract on the due date for payment.
    4. The Customer shall not, for the duration of the Contract and for a period of 6 months following termination, directly or indirectly induce or attempt to induce any of the Supplier’s Staff who have been engaged in provision of the Services or otherwise in connection with the Contract to leave their role with the Supplier.
    5. The Supplier shall be under no obligation to refund any part of the Charges or any other sums paid in advance in respect of the Services or additional services not provided during a period of suspension or because of termination of the Contract.

  10. CONSEQUENCES OF TERMINATION
    On termination of the Contract for any reason:
    (a) 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 based on the Supplier’s records, which shall be payable by the Customer immediately on receipt;
    (b) the Customer shall return all of the Supplier Materials. If the Customer fails to do so, then the Supplier may enter the Customer’s 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;
    (c) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, 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; and
    (d) clauses which expressly or by implication survive termination shall continue in full force and effect.

  11. FORCE MAJEURE
    1. For the purposes of the Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier 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 suppliers or subcontractors.
    2. The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under the Contract as a result of a Force Majeure Event.
    3. If the Force Majeure Event prevents the Supplier from providing any of the Services for more than 30 days, the Supplier shall, without limiting its other rights or remedies, have the right to terminate the Contract immediately by giving written notice to the Customer.

  12. GENERAL
    1. Assignment and other dealings.
      (a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may novate, subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
      (b) The Customer shall not, without the prior written consent of the Supplier, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.
    2. Notices.
      (a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of residence or business (in any other case, as the case may be) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally: sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.
      (b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 12.2(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the 2nd Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or e-mail, 1 Business Day after transmission.
      (c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
    3. Severance.
      (a) 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.
      (b) If any provision or part-provision of the Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
    4. Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
    5. No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
    6. Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
    7. Variation. Except as set out in these Conditions and as set out below, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the Supplier. The Supplier may vary these Conditions at any time subject to the Supplier providing notice to the Customer, in writing, no later than 30 days in advance of the variation. The Supplier shall give the Customer written notice of any such variation at least 30 days before the proposed date of the variation. If such variation is not acceptable to the Customer, it shall notify the Supplier in writing within 14 days of the Supplier’s notice and this will cause the Contract to terminate upon the expiry of the Supplier’s notice. In the absence of the Customer providing such notification, the Customer agrees that such variation shall become effective upon the expiry of the Supplier’s notice without the requirement for any further agreement or consent from the Customer.
    8. Governing law. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
    9. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).

  13. PROTECTION OF SUPPLIER’S REPUTATION
    The Customer specifically agrees not to engage in negative comments, libel or slander regarding the Supplier including (but not limited to) publishing, or causing to be published, complaints or derogatory comments about the Supplier in any format, including (but not limited to) print, newspaper, television, radio, social media or on internet complaint sites, blogs or other public internet forums. Should there be a breach of this condition the Supplier will be entitled to liquidated damages in the amount of £5,000.00 for each publishing or posting as a genuine and reasonable pre-estimate of the Supplier’s loss. Further, the Supplier shall be entitled to litigate this matter, and obtain money damages together with injunctive and punitive relief, as well as its costs.
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Challenge House, Sherwood Drive, Bletchley, Milton Keynes, MK3 6DP
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