In this Agreement the following expressions have the meanings given to them below:
Agreement (a) The quotation together with these terms and conditions accepted by the Customer.
Premises (b) The Premises the address of which is set out in Schedule 2.
Commencement Date (c) The date as set out in Schedule 3.
The Service (d) The service to be performed by the Company as set out in Schedule 4.
Standard Agreement (e) An agreement for a minimum period of three years from the Commencement Date and continuing thereafter unless and until terminated by three months’ notice given in writing by either party to the other expiring at the end of the first year or at any time thereafter.
Temporary Agreement (f) An agreement from the Commencement Date and continuing unless and until terminated by at least 24 hours’ notice given in writing by either party to the other.
Contents (g) The property of the Customer or for which the Customer is responsible contained in or situate on the Premises.
Service Charges (m) The charges due for the Service as set out in Schedule 5.
Security Officers and/or Cleaning Operatives
(n) Those of the Company’s employees or agents or employees of such agents as the case may be used by the Company to provide the Service.
The Service (a) Will carry out the Service.
Additional Service (b) Shall not be required to provide any service in addition to the Service or do or perform any duties of a strike breaking nature in the event of a strike on the Premises.
Return of Keys (c) Shall return any keys to the Customer on the termination of this Agreement.
(a) Shall notify the Company of any structural alterations to the Premises or any alterations to its doors or locks or of any modification affecting any burglar, fire or other alarm system installed in the Premises.
Offer of employment to the Company’s employees
(b) Accepts that the Company will suffer loss if any employee of the Company on work on the Customer’s behalf, accepts an offer of employment in any security or cleaning capacity with the Customer either during or within six months of the termination of this Agreement. If an employee of the Company accepts an offer of employment in such circumstances, the Customer agrees to pay the Company on demand by way of liquidated damages, and not by way of penalty, the sum equivalent to twice the monthly charge payable under this Agreement. The provisions of this clause shall survive and continue in full force and effect notwithstanding the termination of this Agreement for any reason whatsoever.
Notification of act of dishonesty or default in performance of duties
(c) Shall notify the Company of any act of dishonesty or default in the performance of the Service by any staff member immediately the Customer has knowledge thereof.
(d) Hereby indemnifies and holds harmless the Company from and against all liability, loss, damage, penalties, costs, claims and expenses suffered or incurred by the Company arising from any death or injury to any Security Officer or Cleaning Operative where such death or injury results from the negligence of the Customer, his employees, agents or licensees or from breach by the Customer of his statutory duty under the Occupiers Liability Act 1957.
Charges (a) The Customer shall pay to the Company the Service Charges together with value added tax at the rate in force at the date of the invoice.
Other Charges (c) All charges in Schedule 5 shall be payable within 30 days of date of invoice.
Sums Due (d) The Company will render an account to the Customer at the beginning of each calendar month in respect of all sums due to it by the Customer.
The Company has no special knowledge of the nature and value of the contents of the Premises for which the Service is required, or the risks to which the Premises or their contents will be or may be from time to time exposed. The potential loss or damage which the Customer might suffer is likely to be disproportionate to the sums that can reasonably charged by the Company under agreements of this nature. As the Customer knows or should know the extent of such potential loss or damage and is therefore in the best position to do so it should insure against all likely risks. Accordingly The Company limits its liability to the Customer as set out in this clause which specifies the entire liability of the Company including liability for negligence. The provisions of this clause do not affect the Customer’s statutory rights where the Customer deals as a consumer.
Acceptance of certain liability
(a) The Company accepts liability
(i) For death or personal injury resulting from negligence of the Company or its Security Officers / Cleaning Operatives acting in the course of their employment or engagement as case may be.
(ii) Up to the sum of £100,000 for direct physical damage to the Premises or their Contents to the extent to which such damage for loss is caused by the negligence of the Company or its Security Officers / Cleaning Operatives whilst working on the Premises in the course of their employment or engagement as case may be.
Submission of claims
(b) The Customer is required to notify the Company of any claim in (a) above as soon as reasonably possible and in any event within three months of the act, omission or occurrence giving rise to the alleged damage or loss except that any claim under (a) (ii) above shall be notified to the Company within thirty days of the Customer suffering any alleged damage or loss.
Exclusion of certain liabilities
(c) Except as provided in (a) above the Company shall have no liability in any circumstances whatsoever whether in contract, tort (including negligence) or otherwise for any loss, damage or injury suffered by the Customer where such loss, damage or injury arises directly or indirectly from or is consequential or contingent upon:-
(i) Any misrepresentation made by or on behalf of the Company;
(ii) Any breach by the Company of any express or implied terms of this Agreement;
(iii) Any negligent act or omission on the part of the Company or one or more of its Security Officers / Cleaning Operatives acting in the course of his or their employment or engagement as case may be.
(d) The Company shall have no liability in any circumstances whatsoever whether in contract, tort (including negligence) or otherwise and whether caused directly or indirectly for financial loss or loss of profits contracts business anticipated savings use or goodwill.
(e) Except in the circumstances described in (a) (i) above when no limit will apply and (a) (ii) above when the limitation therein described shall prevail, the Company’s liability whether in contract, tort (including negligence) or otherwise will in no circumstances whatsoever exceed for each claim the aggregate of £5,000 inclusive of all costs and expenses in respect of any one or more event or events occurring or arising in any consecutive period of twelve months and shall be wholly excluded if the Customer is in breach of 3 (c).
Extension of protection to employees
(f) Save as provided in clause (g) below for the purposes of any exclusion or limitation of liability contained in this Part 5 of this Agreement the Company is or shall be deemed to be contracting both on its own behalf and also as agent for an/or trustee of any employee used by the Company to perform the Service and such employee shall to this extent be or be deemed to be in contractual relationship with the Customer and to be entitled to the benefit of any exclusion or limitation of liability as aforesaid.
Deliberate wrongful acts of employees
(g) Under no circumstances whatsoever shall the Company have any liability for any deliberately wrongful act, default or omission by any Security Officer / Cleaning Operative of the Company acting in the course of his employment or engagement as case may be unless such act, default or omission could have been avoided by the exercise of due care and diligence on the part of the Company as employer or principal as case may be.
Withdrawal of Service
(a) If any payment shall be more than one month in arrear the Company shall have the right by notice in writing to the Customer to withdraw forthwith the Service until payment in full of all such arrears and interest has been made. Time for payment shall be of the essence of this Agreement.
Termination for breach of Agreement
(b) If either party shall commit any breach of this Agreement, then the other may by seven days’ notice in writing for a Standard Agreement and by 24 hours’ notice in writing for a Temporary Agreement terminate this Agreement. The right of termination shall be in addition to the Company’s rights under (a) above and shall be without prejudice to its right to recover any sum due from the Customer.
Interest on Late Payment
(c) Without prejudice to any other right or remedy available to the Company whether under this Agreement or at law the Company reserves the right to charge interest on any sum due to the Company and not paid on the due date at the rate of 4% per annum above the base rate of HSBC Bank Plc from time to time compounded monthly on all amounts overdue until payment thereof such interest to run from day to day and to accrue after as well as before any judgement.
Termination by either party on notice
(d) The Customer, subject to the payment to the Company of any arrears of any Service Charge and any other payments dues under the Agreement to the expiry of this Agreement, and the Company shall be entitled to terminate this Agreement by the notice in writing provided in Part 1 (e) Above for a Standard Agreement and (f) for a Temporary Agreement. Termination of this Agreement for any reason whatsoever shall be without prejudice to the rights of each party accrued as at the date of termination.
Notification of Increased Charges
(e) The Company may increase the Service Charges at any time after 12 months from the Commencement Date by giving notice in writing to the Customer stating the new Service Charges and the date (not being earlier than the date of the notice) on or after which the new Service Charges shall become effective. The Customer may within 14 days after the service of any notice of the new Service Charges give three months’ notice in writing to the Company terminating this Agreement. If the Customer shall give such notice of termination the new Service Charges shall not be effective. Notwithstanding the above the Company further reserves the right to re-negotiate the charge at any time after the commencement of the contract in the event of any change in law, which affects the Company’s liabilities including, but not limited to, The Working Time Directive, The Minimum Wage Regulations and The Security Industry Act 2001.
Transfer of Service
(f) This Agreement is personal to the Customer and may not be assigned or otherwise transferred by the Customer.
(g) This Agreement shall forthwith terminate without prejudice to any rights which the Company may have against the Customer if the Customer shall become bankrupt or have a Receiver appointed in respect of the whole or any substantial part of its assets or compounds with its creditors or enters into liquidation.
(h) Any failure by the Company to perform any of its obligations by reason of any cause beyond the control of the Company, including without limitation, strikes, lockouts, other labour disputes, weather conditions, fire, flood, lightening, traffic congestion, mechanical breakdown, obstruction of any public or private roads or highway, shall not be deemed to be a breach of this Agreement.
(i) This Agreement and the documents referred to in this Agreement contain the whole agreement between the parties relating to the transactions contemplated by this Agreement and hereby terminate and supersede all previous agreements between the parties relating to these transactions but without prejudice to the rights of the parties existing at the date of such termination. All implied and collateral terms, conditions and warranties are hereby excluded to the fullest extent permissible at law.
(ii) The Customer acknowledges that in agreeing to enter into this Agreement it has not relied on any representation, warranty or other assurance except those set out in this Agreement or any other document referred to in this Agreement.
(j) No waiver of any breach of any provision of this Agreement shall be held to be a waiver of any other or subsequent breach and the failure of a party to enforce at any time any provision hereof shall not be deemed a waiver of any right of such party subsequently to enforce such provisions or any other provision hereof.
(k) In the event that any provision of any portion of any provision of this Agreement shall be held invalid, illegal or unenforceable under applicable law, the remainder of this Agreement shall remain valid and enforceable.
(l) Any notice required to be given hereunder shall be sufficiently given if properly addressed and sent by post to, in the case of the Company, its registered office, and in the case of the Customer, its last known address and shall be deemed to have been properly served at the time when in the ordinary course of transmission it would reach its destination.
(m) Where a contract is terminated by the supplier prior to the completion date the Company reserves the right to reclaim any costs that have been apportioned for charging over the whole life of the contract.
(n) Site/Client specific Terms & Conditions additions will be included within separate Service Agreement documentation.