1. Agreement to Purchase and Duration

1.1 The Client agrees to purchase and the Company agrees to provide the Services at the Premises and for the hours agreed between the parties and confirmed in writing by the Company.

1.2 The Agreement shall have effect from the earlier of:

  1. a) The date upon which the Company first provides the services to the client; or
  2. b) The date upon which the Agreement is signed by both parties and it is agreed that these terms and conditions shall govern the provision of the Services in either case, a copy at which having been supplied to the Client prior to the commencement of provision of the Services.

1.3 The agreement shall, subject a prior termination in accordance with clause 8, continue for a minimum period of one year (“the Initial Period”) after which period it shall continue automatically until terminated by either party serving notice in accordance with clause 8.1

2. Prices and Payment

2.1 In consideration of the Company Providing the Services, the Client agrees to pay the rates and prices as notified by the Company in writing.

2.2 Any services which the Company provides at the Client’s requests which are in addition to the Services initially agreed in writing shall be the subject of an additional charge at the Company’s standard prices then prevailing unless otherwise notified to the Client in writing.

2.3 If the cost to the Company of providing the Services increases as a result of

  1. a) Any breach of the Agreement by the Client;
  2. b) The supply of incorrect or inadequate information by the Client;
  3. c) Any change to any applicable law or regulation; or
  4. d) Any other reason beyond the reasonable control of the Company (including any increase in costs or fees payable by the Company to any third party in respect of the Services in question). Such increase shall be added to the prices charged by the Company. The Company shall notify the Client as soon as reasonably practicable in advance of any such increase.

2.4 Payment of charges shall be in pounds sterling and shall be paid within 14 days of the date of the Company’s invoice.

2.5 If the Client is overdue with any payment owing under this agreement then, without prejudice to any other right or remedy available to the Company:-

  1. a) The Client will be liable to pay interest and statutory compensation tor debt recovery costs (before and after Judgement) on the overdue amount at an annual rate of 12% above the prevailing base lending rate of Barclays Bank plc, which interest will accrue on a daily basis from the date payment becomes due until the Company has received full payment of the amount outstanding together with all accrued interest.
  2. b) The Company may suspend the Services in relation to which the overdue amount relates until the Client has rectified matters, or terminated the performance of the Services in accordance with Clause 8.

3. Client Obligations

3.1 The Client warrants that he is the beneficial owner, the lawful occupier or appointed agent of the owner or occupier of any premises referred to in the Agreement and agrees that the Company’s employees, agents or servants (The Workforce) shall be treated as visitors to the premises.

3.2 The Client acknowledges its statutory and common law duties and, without prejudice to the generality of this sub clause, its duties under the Health & Safety at Work Act 1974 and in particular under section 4 of that Act.

3.3 The Client will advise the Company of any changes in or to the exterior or interior of the premises or to the fixtures, fittings and furniture within the premises which may affect the safety of the Workforce or their ability to or the manner in which they carry out the services.

3.4 The Client will provide and maintain for the benefit of the Workforce at least such basic amenities as are provided at the commencement of the Agreement. No change to or modification of the amenities which would reasonably be considered to be detrimental to the Workforce may be made during the term of this Agreement

3.5 The Client will provide the Workforce with such special equipment, including but not limited to safety clothing and equipment, as the nature of the services may from time to time require and will be responsible for the completeness, suitability, legal compliance, accuracy and timely delivery of the same.

4. Company’s Obligations

4.1 The Company shall use due care in selecting the Workforce having regard to the services to be carried out by them and the information provided by the Client.

4.2 The Company shall provide the services with due and proper regard to the safety and security of the premises and the contents thereon.

4.3 Replacement Workforce will be provided by the Company in the following circumstances:

  1. a) The regular Workforce is late
  2. b) The regular Workforce is taken ill
  3. c) The regular Workforce is on holiday
  4. d) The Client requests a replacement if, in the sole discretion of the Company, such request is considered reasonable.

 5. Change to the Services

5.1 Subject to 5.2 below, any change to the provision of the Services requested by the Client will be considered by the Company which will use its best endeavours to comply with the request. If, at the sole discretion of the Company, the change is agreed it will be effective only once confirmed in writing by the Company. If the Company is unable to comply with the request for Change in provision, this Agreement continues in full force and effect for the initial Period unless and until terminated in accordance with Clause 8.

5.2 It is agreed that temporary changes to the provision of services including but not limited to a request for additional cover on Bank Holidays or other special requests can be conveyed by telephone, letter or facsimile to the Companies controI. Such temporary changes as are agreed will be subject to all the terms and conditions herein but will not constitute, any permanent change to the terms.

5.3 If any proposed change is implemented and it involves an increase or decrease in the cost to the Company of performing the Services, an appropriate adjustment to the charges shall be agreed between the parties. The Company shall not be obliged to cany out any work to implement any change until any increase in the charges has been agreed. If the Company commences work to implement the change requested by the Client without objection from the Client to the proposed increase in the charges, then the Client is deemed to accept such Increase.

6. Rights and Remedies on Default

6.1 If the Services are not performed in accordance with the Agreement, then the client shall be entitled to

  1. a) Require the Company to perform, at the Company’s own expense, such additional services as the Client believes are necessary to remedy any shortfall in service and quality; or
  2. b) Deduct from any part of the charges due or (if the Client has paid any Part of the charges) to claim from the Company an amount equal to the cost of the part of the service which has not been performed, calculated on a pro rata basis.

7. Extent of Liability

7.1 The following sets out the entire financial liability of the Company (including any liability for the ads or emissions of its employees, agents or subcontractors) to the Client in respect of: –

  1. a) Any breach by the Company of the Agreement;
  2. b) Non or incomplete performance or contemplated performance by the Company of this Agreement;
  3. c) Negligence for which the Company is liable; and
  4. d) Any representation or statement arising under or in connection with this Agreement by or on behalf of the Company

7.2 Other than the warranties expressly set cut in this Agreement, all warranties, conditions or other terms, whether express or implied by statute, common law, trade usage or otherwise are excluded to the fullest extent permitted by law.

7.3 The Company’s charges to the client are determined on the basis of the exclusions from and limitations of liability contained in this Agreement and the insurance cover which is in place. The Client expressly agrees that these exclusions and limitations are reasonable because of, amongst other matters, the likelihood that otherwise the number of damages awardable to the Client for a breach by the Company of this Agreement may be disproportionately greater than the charges. The Company is insured for £10,000.000 employers’ liability and for the sum of £5,000,000 for public liability. The Company is not Insured for any damages as a result of the loss of Client keys whilst under the control of the Company. The Company is appropriately insured for the circumstances where one of the Workforce caries cut a wrongful arrest. The Company has appropriate levels of inefficacy cover.

7.4 The Company shall in no circumstances be liable to the client for: –

  1. a) Any loss of profits, loss of business or production, depletion of goodwill, loss of or corruption to data:
  2. b) Any indirect loss, damage, costs or expenses arising out of or in connection with this Agreement or its contemplated or lack of performance;
  3. c) Any loss suffered by the Client through theft, malicious damage, flooding, fire, animals, riot, assault or any other cause except insofar as such loss is attributable to the negligence of a member of the Workforce acting in
  4. d) Any loss or damage suffered by the Client by virtue of bleach of contract or negligence or any other reason unless written notice is received by the Company within 7 days of the date upon which the default by the Company or its Workforce could reasonably have come to the attention of the CSMH\t
  5. e) Any loss or damage suffered outside of the Workforce’s contracted hours;
  6. f) Any loss or damage arising from the performance of any services or duties which would reasonably consider to be extraneous to this Agreement and which were performed at the express request of the Client; and
  7. g) Any loss or damage of whatsoever nature suffered by the Client as a result of the Company’s failure to carry out the Services as a result of any event beyond the Company’s control.

7.5 Under no circumstances shall the Company be responsible for any injurious act of default by any member of the Workforce unless such act or default could have been foreseen and avoided by the exercise of diligence on the part of the Company as his employer.

7.6 The Company will not be liable for the alleged misuse of telephones during the term of this Agreement unless

7.7 Notwithstanding anything to the contrary, the Company’s liability to the Client for.-

  1. a) Death or personal injury resulting from the negligence of the Company, its employees, agents or subcontractors; and Fraud

Shall not be limited except that nothing in the clause 7.6 shall confer a right or remedy upon the Client to which the Client would not otherwise be entitled.

7.8 The Client will fully identify the Company from and against all liabilities the Company may incur arising from or in connection with:

  1. a) Breach of the Agreement by the Client, and
  2. b) The Company’s or Workforces use or possession of any goods, materials, property or information provided by the Client

7.9 The provisions of the Clause 7 shall survive expiry or termination d this Agreement.

8. Termination

8.1 Subject to prior termination under clause 8.2 either party may terminate this Agreement after the end of the Initial Period by giving to the other, not less than one month’s written notice.

8.2 A party (the “Non Defaulting Party’) may terminate this Agreement with immediate effect by written notice to the other party (“the defaulting Party”) on or at any time after the occurrence of an event specified in clause 8.3.

8.3 The events are:

  1. a) The Defaulting Party is in material breach, of this Agreement and that breach cannot be remedied;

or

  1. b) The Defaulting Party is in material breach of a material obligation, under this Agreement which can be remedied but the Defaulting Party fails to do so within 30 days starting on the day after receipt of written notice from the Non Defaulting Party; or
  2. c) The Defaulting Party is in material breach of a material obligation under this Agreement and the cumulative effect of such breaches in such that the Non Defaulting Party reasonable believes that the Defaulting Party would continue to deliver a substandard performance in relation to a substantial portion of its obligations under this Agreement over the entire remaining period of this Agreement.
  3. d) If any representation of warranty made or repeated by the Defaulting Party in this Agreement or any document referred to in it or in connection with this Agreement or any such document shall prove to be incorrect or misleading in any respect as of the time made or repeated.
  4. e) If the Defaulting Party stops payment of its debts or ceases or threatens to cease lo carry on its business or substantially the whole of its business or is unable to pay its debts as they fall due or is deemed unable to pay its debts.
  5. f) If the Defaulting Party becomes or is declared insolvent or a resolution is passed for the winding up of the Defaulting Party or the Defaulting Party convenes a meeting of its creditors or makes or proposes to make any arrangement or composition with its creditors or becomes subject to any other insolvency procedure in any jurisdiction or any person takes any step to appoint an administrator or a liquidator, an administrative receiver, a receiver, manager, trustee, custodian or analogous officer is appointed in respect of all or any part of its property, undertaking or assets, or circumstances arise which entitle the court to make a winging up or bankruptcy order or the Defaulting Party takes or suffers any similar or analogous action in consequence of debt,

or

  1. g) If the defaulting Party (being a natural person) shall die or become mentally incapacitated or (being a partnership or other incorporated association) shall be dissolved or become subject to any bankruptcy or analogous insolvency procedure in any jurisdiction,

8.4 For the purposes of clauses 8.3 (a) & (b):-

  1. a) A breach is capable of remedy if time is not of the essence in performance of the obligation and if the Defaulting Party can comply with the obligation within the 30 day period;
  2. b) A breach can be material irrespective of whether any actual loss has been incurred or will be incurred as a consequence of the breach or intended breach.

8.5 This Agreement may be terminated by’ either party by notice given at any time to the other party in the event that the person or persons having control at the commencement of this Agreement of that other party shall cease to have such control.

9. Effects of Termination

9.1 Any termination of this Agreement for whatever reason shall not affect any rights or liabilities which have accrued on or before the date of termination

9.2 Except in respect of any accrued rights, neither party shall be under any further obligation to the other.

10. Non-solicitation

10.1 For the duration of this agreement and for a period of one year following termination of it (the Restricted Period) for whatever reason, the Client:

  1. a) will not (except with the prior written consent of the Company) solicit (with a view to offering employment) or otherwise seek to entice away from the employment of the Company any member of the Workforce
  2. b) knowingly employ or engage any firm or company managed or controlled by any current or previous member of the work force to provide services of a similar nature as those provided by the company and/or
  3. c) knowingly employ or engage any firm or company which employs a member of the Workforce to provide services of a similar nature as those provided by the Company.

10.2 In the event of breach of clause 10.1 during the Restricted Period, the Client shall pay to the Company immediately upon receipt of a written demand (and without prejudice to any other rights and remedies available to the Company) a one-off charge of £1,500.00 in respect of each member of the Workforce involved.

11. Variation

11.1 No amendment or variation of the terms of this Agreement shall be effective unless confirmed in writing by the Company.

12. Severance

12.1 If any provision of this Agreement shall be found by any court or other body of competent jurisdiction to be invalid or unenforceable, such provision shall severed from the remainder of the Agreement which shall remain in full force and effect to the extent permitted by law.

12.2 If any provision of this Agreement is so found to be invalid or unenforceable but would be valid or enforceable if some part of the provision was deleted, the provision in question shall apply with such modifications as may be necessary to make it valid.

 13. Governing Law and Jurisdiction

13.1 This agreement is governed by and shall be construed in accordance with the laws of England and Wales

13.2 Each party inevocably agrees that the Courts of England and Wales shall have exclusive jurisdiction to hear and determine any suit, action or proceedings and to settle any disputes which may arise out of or in connection with this Agreement and for such purposes irrevocably submits to the exclusive jurisdiction of the courts of England and Wales.

 14. Rights of Third Parties

14.1 This Agreement does not create, confer or purport to create or confer any benefit or right enforceable by any person not a party to it (except that a person who is a permitted successor to or assignee of the rights of a party to this Agreement shall be be deemed to a party to this agreement).

15. Entire Agreement

15.1 These terms and conditions together with any written documentation produced by the Company constitute the entire agreement between the parties relating to the subject matter of this Agreement.

15.2 These terms and conditions govern the Agreement between the parties to the exclusion of any terms and conditions which the Client purports to apply at any time which are implied by trade, custom or course of dealing.

15.3 Each the parties acknowledges and agrees that: –

  1. a) In entering into this Agreement. it does not rely on, and shall have no remedy in respect of any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than expressly set out in this Agreement; and
  2. b) Its only remedy in respect of statements, representations, warranties or understandings made or repeated in these terms and conditions or other documentation produced by the Company shall be for breach of contract. 1

5.4 Nothing in this clause 15 shall operate to limit or exclude any liability for fraud.