1.1 These Terms and Conditions apply to all supplies of services by the Company to the Customer; and
1.2 These Terms and Conditions apply in place of any terms provided or referred to by the Customer.
1.3 No prior statements made by either Party, nor any correspondence between the Parties, are incorporated into any Agreement to which these Terms and Conditions apply, unless separately agreed in writing and signed by properly authorised officers or representatives of both Parties.
1.4 The Customer shall confirm its entry into any Agreement to which these Terms and Conditions apply in writing by a properly authorised representative, and neither party to any such Agreement shall be bound by any amendment of, variation to or addition to these Terms and Conditions unless agreed in writing and signed by properly authorised officers or representatives of both Parties.
1.4.1 A ‘properly authorised officer or representative’ of the Company shall be either the managing director or company secretary of the Company and no other employee of the company has express or implied authority to waive, vary or exclude any of these Terms and Conditions.
1.4.2 A ‘properly authorised officer or representative’ of the Customer shall confirm in writing his or her authority to bind the Customer when signing on behalf of it.
1.5 The waiver by the Company of any term of an Agreement, or the failure of the Company to insist on due and proper performance of any agreement by the Customer, whether deliberate or otherwise, shall not give rise to any future waiver or abandonment of the Company’s rights under such Agreement or any other agreement between the Company and the Customer.
1.6 If any terms of provision of any Agreement to which these Terms and Conditions apply shall be held to be illegal or unenforceable, in whole or in part, under any enactment or rule of law, such term or provision or part shall to that extent be deemed not to form any part of the Agreement, but the validity and enforceability of the remainder of the Agreement shall not be affected.
2.1 ‘Company’ means Bee Services UK Ltd.
2.2 ‘Customer’ means the customer ordering services as specified on the Customer’s Order.
2.3 ‘Order’ means the Customer’s purchase order, or if the order was placed other than by a purchase order, the order as described in the Company’s acknowledgment of such order.
2.4 ‘Agreement’ means any contract between the Company and a Customer.
2.5 ‘Minor Breach’ means a failure of either Party to comply with its obligations under the Agreement insufficient to significantly reduce the overall level or quality of provision of services by the Company to the Customer.
2.6 ‘Material Breach’ means a failure of either Party to comply with its obligations under the Agreement such as to significantly reduce the overall level or quality of provision of services by the Company to the Customer or as to prevent the provision of such services.
2.7 ‘Party’ means the Company or the Customer;
2.8 ‘Premises’ means the Customer’s premises at which the Company is to provide services under the Agreement; and
2.9 ‘Insolvency’ means in respect of the Customer any act of bankruptcy, or calling a meeting (whether formal or informal) of any of the Customer’s creditors or (where the Customer is a body corporate) having a receiver or manager appointed of its undertaking or any part thereof, or passing or presenting to any Court a resolution for the winding-up of the Customer, or the happening of any act whatsoever or the commencement of any proceedings whatsoever relating to the insolvency or possible insolvency of the Customer.
- Quotation and Price
3.1 Any price shown on any quotation is valid for 30 days from the date of such quotation.
3.2 Each quotation is given on the basis that no Agreement will come into existence between the Company and the Customer until:
3.2.1 the Customer authorises the Company to commence provision of services; or
3.2.2 if the Customer seeks to vary the quotation or apply its own Terms and Conditions, until the Company sends the Customer an acknowledgement of the order confirming any amended quotation.
3.3 The Parties agree that the Company’s quotations for the provision of services (including but not limited to cleaning and the supply of consumables) under an Agreement are based upon wage levels, consumable prices and operating costs, including the costs of statutory compliance, prevalent at the date of quotation and that after entering into the Agreement the Company may increase its prices where it is reasonable and necessary to do so in order to reflect increases in its operating costs arising from:
3.3.1 increases to the statutory minimum wage;
3.3.2 compliance new or revised regulatory legislation;
3.3.3 increases in the price of supplies or subcontracted services; or
3.3.4 other such factors as apply to increase its operating costs.
- The Company’s Obligations
4.1 The Company shall provide adequate staff, cleaning materials and consumables to ensure that the Premises are cleaned and that consumables are replenished in accordance with the cleaning specification for the Agreement.
4.2 Any reference in the Agreement to the number of the Company’s staff to be deployed under it or the time taken for cleaning is agreed by both Parties to be indicative and for guidance only and the applicable price is payable irrespective of the number of staff deployed or the time taken.
4.3 The Company may amend its staff deployment levels and times of deployment at any time without notice to the Customer subject to agreed constraints on access time to the Customer’s premises.
4.4 The Company may refuse to provide services under the Agreement in circumstances where the Company reasonably believes that:
4.4.1 its employees may be exposed to inadequately managed risk of danger; or
4.4.2 the Customer is failing to comply with relevant and applicable Occupational Health and Safety legislation or codes of conduct.
- The Customer’s Obligations
5.1 The Customer shall:
5.1.1 Provide adequate and secure storage facilities at the Premises for the safe keeping of the Company’s materials and machinery.
5.1.2 Comply with relevant and applicable Occupational Health and Safety legislation and codes of conduct in respect of the Premises.
5.1.3 Ensure access to the Premises is available in accordance with the Agreement or any specially-agreed times or dates agreed with the Company.
5.1.4 Comply with its payment obligations under Clause 7.
6.1 The Company will consider the continued performance of its services without complaint or query from the Customer to comprise an implied statement of satisfaction by the Customer regarding the Company’s performance of the Agreement.
6.2 In the event that the Company commits a Material Breach or a series of persistent Minor Breaches and does not rectify said breaches within 28 days of being notified of them by the Customer:
6.2.1 The matter shall be referred to the Managing Director of the Company and the Chief Executive Officer of the Customer for the purposes of resolving such dispute.
6.2.2 If such dispute is not resolved in accordance with Sub-Clause 6.2.1 the Customer shall be entitled to suspend performance of the Agreement until such time as the dispute is reasonably resolved to the satisfaction of the parties.
6.2.3 If the dispute is not reasonably resolved to the satisfaction of the parties in accordance with Sub-Clause 6.2.2 the Customer may terminate the Agreement in accordance with Clause 11.
6.3 In the event that the Customer commits a Material Breach or a series of persistent Minor Breaches that the Company notifies the Customer are such as to comprise a Material Breach the Company shall require the Customer to remedy said breach or breaches within 28 days of being notified of them by the Company, in default of which the Company may suspend performance of the Agreement or terminate the Agreement in accordance with Clause 11.
6.4 In the event that the Customer relocates or closes the Premises these Terms and Conditions will remain in effect until the first or next anniversary of the Agreement on the following basis:
6.4.1 If the Premises are closed or relocated to a location outside the area serviced by the Company the Customer remains liable to the Company under the terms of Agreement
6.4.2 If the Premises are relocated to a location within the area serviced by the Company the Agreement will continue but the Company will be entitled to amend its prices to reflect any increase or decrease in the cost of performing its obligations at the new location
7.1 All invoices are strictly net for payment within 30 days of date of invoice.
7.2 The Customer shall pay Value Added Tax at the applicable rate upon invoices.
7.3 The Company may, at its own sole discretion, require the Customer at the time of or before entering into any Agreement to arrange for a personal guarantee of the Customer’s liabilities from a director or directors of the Customer, or such other form of security as the Company may deem appropriate. Such guarantee or security shall extend to the whole of the Customer’s liability to the Company incurred since the granting of such guarantee or security.
7.4 The Company will be entitled to send out its invoice immediately services performed.
7.5 All amounts due to the Company under an Agreement for supply of services by the Company shall be paid in full by the Customer, without any deduction or withholding other than such as may be required by law, and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Company in order to justify the withholding of payment of any such amount in whole or in part.
7.6 The Customer agrees that if it fails to ensure that the Company can attend the Premises in accordance with Sub-Clause 5.1.3 such as to prevent or limit the extent to which the Company can perform its services under the Agreement the Company shall be entitled to charge in full for its attendance on that date.
7.7 If the Customer fails to make payment when it is due, or in the event of Insolvency of the Customer, the Company will be entitled to:
7.7.1 Charge interest on the balance owing in accordance with the provisions of the Late Payment of Commercial Debts (Interest) Act 1998; and
7.7.2 Demand immediate payment of all invoices sent to the Customer irrespective of date; and
7.7.3 Withhold further provision of services under the Agreement or any other agreement with the Customer until all payment and interest due under all invoices has been paid; and
7.7.4 At the Company’s discretion, rescind the Agreement and recover such goods or materials as remain the Company’s property; and
7.7.5 Recover from the Customer all costs and fees reasonably incurred in respect of so doing.
- Force Majeure
8.1 In no circumstances will the Company be liable for loss or damage of any kind whatsoever caused directly or indirectly if its carrying out of the Agreement is delayed by reason of any cause of whatsoever kind and whenever occurring beyond the Company’s control including but not limited to any Act of God, war, national emergency, Act of Parliament, order regulation or bye-law made under any statutory authority, industrial dispute, strike, lock-out, civil commotion, fire, explosion, tempest, flood, epidemic, accident, interruption in supply or power or failure to deliver or delay in delivery by any of the Company’s suppliers from whatever cause arising.
8.2 Delay arising from any such cause in Clause 8.1 will not entitle the Customer to terminate or rescind the Agreement.
- Limit of Liability
9.1 Except where the Agreement is terminated by the Customer in the circumstances provided in Sub-Clause 6.2.3 and except where the absolute prohibitions against exclusion and restriction of liability contained in the Unfair Contract Terms Act 1977 apply, the Company shall under no circumstances be liable to the Customer in respect of any loss, damage or injury of any kind (including consequential loss or damage) whether suffered by the Customer or any other party and howsoever caused (including being caused by any defect in failure of or unsuitability for any purpose of the consumables supplied or by any negligence whether in relation to provision of services or at all) and all conditions warranties or other terms whether expressed or implied statutory or otherwise are hereby excluded.
9.2 The Company shall not be liable for any loss of any kind (including consequential loss or damage):
9.2.1 arising from representations statements warranties recommendations or advice made or given before the making of any Agreement; or
9.2.2 not notified to it within 28 days of the date of the alleged breach.
9.3 The expression ‘consequential loss’ shall be deemed to include loss of profits, loss of business revenues, loss of use or loss of goodwill whether of the Customer or of any other party.
9.4 The liability of the Company in respect of any claim shall in any event be limited to the amount of the Company’s charges for the provision of its services to the Customer on the date that any incident giving rise to such liability took place.
- Indemnity and Liability to Third Parties
10.1 Without prejudice to the generality of any of the other Contract terms the Customer will indemnify the Company and keep the Company indemnified against all claims, costs, proceedings, demands or liability of whatsoever nature incurred by or made against the Company:
10.1.1 which arise from any services carried out by the Company but which result directly or indirectly partially or wholly from act or omission of the Customer or any other person; or
10.1.2 arising or resulting from the death of or injury to any of the Company’s servants, agents or sub-contractors while he or they are on site (wherever that may be, other than the Company’s own premises, where such person or persons are performing services for the Customer) howsoever caused otherwise than wholly through the Company’s negligence or the Company’s servants’, agents’ or sub-contractors’ negligence.
10.2 The Customer will indemnify and keep indemnified the Company, the Company’s servants, agents and sub-contractors against any loss or damage of whatsoever nature, including but not limited to death or of injury to any person or persons, and however so arising, incurred or suffered by the Company, the Company’s servants, agents or sub-contractors by reason of any claim made by a third party which loss or damage would not have been incurred or suffered if the third party had been in direct contractual relationship with the Company, the Company’s servants, agents or sub-contractors provided always that this indemnity shall not apply where such loss or damage arises from any negligence or breach of the Contract on the Company’s part or on the part of the Company’s servants, agents or sub-contractors.
10.3 The Customer will insure against any liability, loss or damage that it is obliged to indemnify the Company against under Sub-Clauses 10.1 or 10.2.
- Terms, Renewal and Termination by Notice
11.1 The day upon which the Agreement shall take effect (“the Commencement Date”) shall be the date that it comes into existence in accordance with Sub-Clause 3.2 unless it provides that it shall take effect upon some other date.
11.2 The Agreement shall continue from year to year until and unless terminated by either Party by the giving of notice in writing no less than three months before the anniversary of the Commencement Date that the Agreement shall terminate upon the anniversary of the Commencement Date.
11.3 Termination by the Customer in accordance with Clause 11.2 shall not take effect unless, by the date of termination the Customer has paid all sums owing to the Company whether or not the invoices for them were outstanding at the date of notice or the date of termination.
11.4 At the sole discretion of the Company it may agree to the termination of the Agreement by the Customer at a date other than the anniversary of the Commencement Date or with less than three months’ notice, but in such circumstances the Customer shall immediately become liable to pay the Company:
11.4.1 all outstanding invoices whether due or not; and
11.4.2 a sum equal to the payment that would have been due to the Company had the Agreement continued for a further period of three months from the date that the Company accepts such notice of termination.
- Termination for Cause
12.1 This Agreement will terminate immediately upon service of written notice of termination by one Party on the other on any one or more of the following grounds:
12.1.1 The Insolvency, reconstruction or amalgamation of the Customer.
12.1.2 The Customer becoming entitled to terminate the Agreement in accordance with Sub-Clause 6.2.
12.1.3 The Company becoming entitled to terminate the Agreement in accordance with Sub-Clause 6.3.
12.1.4 That the carrying out of the Agreement or any substantial part thereof is prevented or rendered impracticable for a continuous period of ninety days by reason of accidental damage of any kind whatsoever and however arising or by the act or default of any person other than the Company but including the Customer.
12.2 Upon termination of this contract the provisions of Clause 7.7 will apply immediately.
12.3 Without prejudice to any of the Company’s other rights to claim damages, the Customer will, on termination of Contract under Clauses 12.1.1 or 12.1.2, or if the Customer cancels, extends or delays or purports to cancel, extend or delay the Contact or fails to take delivery of any goods or materials, indemnify the Company against any loss, damage or expense incurred by the Company in connection with the Contract including but not limited to the payment of the costs of any goods, materials plant or tools used or intended to be used therefore and the costs of labour and other overheads including a percentage in respect of profit.
- General Provisions regarding Termination
13.1 Termination of this Agreement in any way whatsoever will be without prejudice to the rights, obligations and liabilities of either Party accrued prior to termination.
13.2 Upon the termination of this Agreement howsoever arising the Customer agrees to meet or indemnify the Company against any consequent redundancy, unfair dismissal and/or other compensatory payments for which the Company may become liable under the Employment Rights Act 1996 or other relevant legislation.
- Relationship of Parties
14.1 Nothing in any Agreement between the Parties shall be construed as establishing or implying any partnership or joint venture between the Parties, and nothing in this agreement shall be deemed to constitute either of the Parties as the agent of the other or authorise either Party to:
14.1.1 incur any expense on behalf of the other Party; or
14.1.2 enter into any engagement or make any representation or warranty on behalf of the other Party; or
14.1.3 pledge the credit of, or otherwise bind or oblige the other Party; or
14.1.4 commit the other Party in any way whatsoever, without in each case obtaining the other Party’s written consent.
14.2 The Customer agrees, by way of restraint, not to solicit either on its own account or on behalf of or as a representative of any other person, firm or company, the whole or part time services of any employee of the Company in any capacity, within a period of one year after the expiry of the Agreement.
14.2.1 The Customer agrees that in the event of it contravening Sub-Clause 14.2 it will pay the Company an amount equal to the annualised charge from the Company to the Customer for each employee concerned.
14.3 The Customer agrees that in the event that the Transfer of Undertakings (Protection of Employment) Regulations 2006 becoming applicable to the Agreement it shall indemnify the Company against any consequential costs or liabilities incurred, including but not limited to any increase in wage rates payable by the Company and any claims for unfair dismissal.
- Assignment and Sub-Contracting
15.1 Any Agreement between the Parties shall not be assigned or transferred without the prior written consent of the Company.
15.2 The Customer confirms that the Company may sub-contract the performance of any Agreement for supply of goods or services by the Company.
- Law and Jurisdiction
16.1 This Contract will be construed and operate in accordance with the law of England and Wales.
16.2 All disputes relating to this Contract will be subject to the jurisdiction of the courts of England and Wales.