Terms & conditions

1. Definitions
In this Agreement:

1.1 The following terms shall have the following meanings unless the context otherwise requires:

“Accommodation”: any accommodation provided by you for use by us in the provision of the Services, including staff rest area and storage rooms;

“Agreement”: these Terms and Conditions together with the relevant Proposal, the Schedules referred to in that Proposal, and any document referred to in these Terms and Conditions, the Proposal or the Schedules;

“Breach of Duty”: the breach of any: (i) obligation arising from the express or implied terms of a contract to take reasonable care or exercise reasonable skill in the performance of the contract; or (ii) common law duty to take reasonable care or exercise reasonable skill (but not any stricter duty);

“Business Day”: any day other than: (i) a Saturday; (ii) a Sunday; or (iii) a day when the clearing banks in the City of London are not physically open for business;

“Claims”: has the meaning given to it in Clause 10.3.3;

“Commencement Date”: the date on which this Agreement is signed by each of the Parties;

“Confidential Information”: any information in any form or medium obtained by or on behalf of either Party from or on behalf of the other Party in relation to this Agreement which is expressly marked as confidential or which a reasonable person would consider to be confidential, whether disclosed or obtained before, on or after the date of this Agreement, together with any reproductions of such information or any part of it;

“Customer”, “you” or “your”: the recipient of services from us under this Agreement, as stipulated in the Proposal;

“Customer Equipment”: any equipment, tools, devices and other such items and property supplied or made available to us by you for our provision of the Services, as agreed in writing between the Parties from time to time or as set out in the Specification;

“Data Controller”: has the meaning set out in the Data Protection Act 1998;

“Data Processor”: has the meaning set out in the Data Protection Act 1998;

“Data Protection Legislation”: The Data Protection Act 1998 and all applicable laws and regulations relating to the processing of personal data and privacy from time to time, together with any guidance and/or codes of practice issued by the Information Commissioner or relevant government department in relation to such legislation;

“DBS Charges”: has the meaning given to it in Clause 9.3;

“Deliverables”: any deliverables, materials or documents provided or to be provided (or in respect of which Services are to be provided) or made available by us to you in relation to this Agreement as may be more particularly described as being required to be delivered in or pursuant to a Proposal;

“Employees”: those employees whose contracts of employment the Parties believe will transfer to us from you/the Outgoing Supplier on commencement of this Agreement and whose details have been provided by you to us;

“Employee Liability Information”: has the meaning set out in regulation 11(2) of TUPE;

“Event of Force Majeure”: has the meaning given to it in Clause 17.1; “Fees”: The Product Fees and the Services Fees;

“Final Staff List”: the list of all our Personnel engaged in or wholly or mainly assigned to the provision of the Services or any part of the Services at the date of the Service Transfer;

“Floorbrite Equipment”: our equipment, devices, plant, materials, uniforms and such other of our items used by us in the provision of the Services and the performance of our obligations under this Agreement;

“Goods”: any goods supplied, or to be supplied, by us to you pursuant to this Agreement, as more particularly identified in the Proposal and/or any relevant Schedule;

“Hired Equipment”: any equipment to be hired by you from us, subject to a separate hire agreement, to be used by us in the provision of the Services;

“Intellectual Property Rights”: copyright and related rights, trademarks and service marks, trade names and domain names, rights under licences, rights in get-up, rights to goodwill or to sue for passing off or unfair competition, patents, rights to inventions, rights in designs, rights in computer software, database rights, rights in confidential information (including knowhow and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

“Leap Year”: a year, occurring once every four years, which has 366 days including 29 February as an intercalary day.

“Liability”: liability in or for breach of contract, Breach of Duty, torts (including negligence and intentional torts), deliberate breach (including deliberate personal repudiatory breach), misrepresentation, restitution or any other cause of action whatsoever relating to or arising under or in connection with this Agreement, including liability expressly provided for under this Agreement or arising by reason of the invalidity or unenforceability of any term of this Agreement (and, for the purposes of this definition, all references to “this Agreement” shall be deemed to include any collateral contract);

“Liability Limit”: the value set out in the Proposal;

“Location(s)”: the location(s) at which we are to perform the Services, as stipulated in the Proposal;

“Notice Provisions”: the notice provisions for the termination of this Agreement for convenience as may be set out in the Proposal,

“Proposal”: the written document we provide to you containing specific information relating to the particular products and services supplied or to be arranged to be supplied by us to you;

“Outgoing Services”: any services which are identical or substantially similar to any of the Services and which you receive prior to the commencement of this Agreement, whether those services are provided by you internally or by any third party;

“Outgoing Supplier”: any supplier of any identical or substantially similar services to the Services prior to the commencement of this Agreement;

“Party”: us or you, and “Parties” means both of us and you;

“Personal Data”: has the meaning set out in the Data Protection Act 1998;

“Personnel”: all persons employed or engaged by us to provide the Services;

“Processes”: specifications, reports, notes, records, research, results, processes, descriptions, systems, methodologies, flowcharts, tools, ideas, concepts, information, data, diagrams and designs that we may use to provide the Services or the Deliverables;

“Products”: The Goods and the Supplied Equipment;

“Product Fees”: the fees payable by you to us under this Agreement for our provision of the Products, as stipulated in the Proposal and/or the relevant Schedule;

“Proposal”: the written document we provide to you containing specific information relating to the particular equipment and/or services supplied or to be arranged to be supplied by us to you;

“Provisional Staff List”: a list prepared and updated by us of all our Personnel engaged in, or wholly or mainly assigned to, the provision of the Services or any part of the Services at the date of preparation of the list;

“Quantity”: the quantity of any Products we are to supply to you, as stipulated in the Proposal or the relevant order in accordance with Clause 4.1; “Rates”: our time and materials rates from time to time for the provision of Services by the Personnel, which, in respect of the Services and as at the date of this Agreement, shall be as set out in the Proposal and subject to change on notice to you from time to time;

“Records”: any records, data or information provided or made available by you to us, or otherwise discovered by us, in relation to the Services;

“Replacement Services”: any services which are identical or substantially similar to any of the Services and which you receive in substitution for any of the Services following the termination or expiry of this Agreement or any Schedule, whether those services are provided by you internally (known as in-sourcing) or by any third party;

“Replacement Supplier”: any supplier of Replacement Services appointed by you from time to time;

“Schedule”: a schedule containing a further description of the services or products provided by us to you, including further rights and obligations for the Parties in relation to such services and products;

“Services”: the services we are to provide under this Agreement, as more particularly described in the Proposal and/or any relevant Schedule;

“Services Fees”: the fees payable by you to us under this Agreement for our provision of the Services, as stipulated in the Proposal and/or the relevant Schedule;

“Services Start Date”: the date on which we are to commence the provision of the Services, as the Parties agree from time to time;

“Service Transfer”: has the meaning given to it in Clause 10.9; “Specification”: the specification of the Services, as set out in the Proposal and as updated in accordance with Clause 23;

“Staffing Information”: in relation to all persons detailed on the Provisional Staff List, such information as you may reasonably request (subject to Data Protection Legislation), but including in an anonymised format:

(a) their ages, dates of commencement of employment or engagement and gender;
(b) details of whether they are employees, workers, self-employed, contractors or consultants, agency workers or otherwise;
(c) the identity of their employer or relevant contracting party;
(d) their relevant notice periods and any other terms relating to termination of employment or engagement, including any redundancy procedures and contractual redundancy payment schemes;
(e) the current wages, salaries, profit sharing, incentive and bonus arrangements applicable to them;
(f) details of other employment related benefits including medical insurance, life assurance, pension or other retirement benefit schemes, share option schemes and car schemes applicable to them;
(g) any outstanding or potential contractual, statutory or other liabilities in respect of such individuals (including in respect of personal injury claims);
(h) details of any such individuals on long-term sickness absence, maternity or other statutory leave or otherwise absent from work; and
(i) copies of all relevant documents and materials relating to such information including copies of relevant contracts of employment or engagement (or relevant standard contracts if applied generally in respect of such individuals);

“Supplied Equipment”: any equipment supplied, or to be supplied, by us to you pursuant to this Agreement, as more particularly identified in the Proposal and/or any relevant Schedule;

“Term: has the meaning given to it in Clause 16.1;

“Transferring Employees”: those of our employees whose contract of employment will be transferred to you or a Replacement Supplier pursuant to TUPE on expiry or termination or expiry of this Agreement or any Schedule; and

“TUPE”: The Transfer of Undertakings (Protection of Employment) Regulations 2006 (as amended) or any regulations which replace or amend them;

1.2 the following terms shall have the following meanings unless the context otherwise requires:
1.3 references to “Clauses” are to clauses of these Terms and Conditions; references to “Paragraphs” are to paragraphs of a Schedule;
1.4 the headings are inserted for convenience only and shall not affect the construction or interpretation of this Agreement;
1.5 a “person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
1.6 a reference to a Party includes its personal representatives, successors or permitted assigns;
1.7 words imparting the singular shall include the plural and vice versa. Words imparting a gender shall include the other gender and the neutral and references to persons shall include an individual, company, corporation, firm, partnership, trust, association, government or local authority department or other authority or body (whether corporate or unincorporated);
1.8 a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or reenacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory
provision, as amended or re-enacted;
1.9 any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression, shall be construed as illustrative, shall not limit the sense of the words preceding or following those terms, and shall be deemed to be followed by the words “without limitation” unless the context requires otherwise; and
1.10 a reference to “writing” or “written” includes in electronic form and similar means of communication.

2. Agreement
2.1 The terms of this Agreement apply to the exclusion of any terms and conditions submitted, proposed or stipulated by you in
whatever form and at whatever time. These Terms and Conditions apply to all Services.
2.2 The Proposal, when signed by you, constitutes an offer by you to purchase the Services from us in accordance with these
Terms and Conditions. We shall only be deemed to have accepted that offer when we issue written acceptance of the Proposal,
at which point and on which date this Agreement shall come into existence.
2.3 This Agreement constitutes the entire agreement between the Parties. You acknowledge that you have not relied on any
statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in this
Agreement.
2.4 In the event of a conflict between these Terms and Conditions, Schedules and the Proposal, then:
2.4.1 the Proposal shall prevail over
2.4.2 these Terms and Conditions, which shall prevail over
2.4.3 a Schedule.
2.5 Each contract entered into in respect of a Proposal, with its relevant Schedules, constitutes a separate agreement. There
may be more than one agreement between the Parties in force at the same time as this Agreement.

3. Services
3.1 In consideration of the payment to us of the Services Fees by you, we shall provide the Services in accordance with the
Proposal (including the Specification).
3.2 We warrant that:
3.2.1 we shall use our reasonable skill and care in providing the Services;
3.2.2 our employees, agents and subcontractors have the necessary skill to provide any Services;
3.2.3 any Services will be provided in a professional, competent and workmanlike manner;
3.2.4 we have all necessary consents, rights and permission to enter into, and perform our obligations under, this Agreement;
3.2.5 any advice or recommendations that we provide as part of the Services will be independent and unbiased;
3.2.6 we shall ensure that our employees, agents and subcontractors co-operate with, and make themselves available at all reasonable times for, discussion and meetings with, you and your employees, agents or subcontractors;
3.2.7 we shall use our reasonable endeavours to ensure that whilst our employees, agents and subcontractors are on your premises they conform to your normal codes of staff and security practice as are advised to them in advance by you;
3.2.8 we shall report to you any concerns, issues, comments or queries in respect of the Services that need to be addressed or resolved; and
3.2.9 we shall comply with all applicable laws, statutes, regulations and bye-laws in relation to the exercise of our rights and performance of our obligations under this Agreement.
3.3 We are not responsible for any people, equipment, deliverables or services that we are not expressly stipulated to provide in this Agreement. You are responsible for any people, equipment, deliverables and services that you need to obtain from someone other than us. Except for any matter in relation to which we specifically agree in writing to advise or do, we shall not be responsible, or have any Liability (subject to Clause 15.2) for advising on, or failing to advise on, or doing, or failing to do, anything else.
3.4 Subject to us performing the Services within any timeframe agreed as being necessary for the performance of the Services, we may select our own working times and location provided that the nature of particular services does not require those particular services to be undertaken during particular working times or at a particular location (in which situation you shall be entitled to request that we perform the Services at such working times and location as are reasonable in the circumstances).
3.5 We shall use our reasonable endeavours to perform our obligations under this Agreement within any timescales set out in this Agreement. However, subject to Clause 15.2, we shall not have any Liability for any delays or failures to accurately perform our obligations:
3.5.1 if we have used those endeavours; or
3.5.2 if caused by any failure or delay on your part or on the part of your employees, agents or subcontractors or by any breach by you of this Agreement or any other agreement. If there is any slippage in time, we shall use our reasonable endeavours to reschedule delayed tasks to a mutually convenient time.
3.6 If we are delayed or hindered in providing any Services as a result of any breach, delay or failure by you to perform any of your obligations under this Agreement or of any other agreement between us and you, then we may charge you at the Rates from time to time for:
3.6.1 any time reasonably incurred as a result of the hindrance or breach (including any wasted time for which we had anticipated that our Personnel would provide Services under this Agreement but become unable to provide the Services at that time as a result of your act or omission); and
3.6.2 any time that we were going to spend in providing the Services, in addition to the time we actually do spend in providing the Services.
3.7 We shall not be obliged to provide any Services where such provision would, in our reasonable opinion, expose our Personnel to the risk of physical injury. In the event that we consider there is such risk, we shall inform you of the nature of the risk, the Services we are not able to provide as a result of the risk and any consequential effect on the Services Fees or other terms of this Agreement. We will also, where reasonably possible, specify what actions you should take in order for us to be able to reinstate the provision of the Services. For the avoidance of doubt, we shall not have any Liability (subject to Clause 15.2) for any
failure by us to provide Services pursuant to this Clause 3.7 and you shall not be entitled to terminate this Agreement pursuant to any such failure.
3.8 Except as specifically stipulated in this Agreement we:
3.8.1 shall not be responsible for providing or achieving any particular results or outcomes or within a particular time; and
3.8.2 exclude all conditions, warranties, terms and obligations, whether express or implied by statute, common law or otherwise, to the fullest extent permitted by law in respect of the Services.

4. Products
4.1 You may place orders for further Products, in addition to those listed in the Proposal, from time to time, and:
4.1.1 any such order shall be subject to these Terms and Conditions;
4.1.2 you shall be responsible for ensuring that the terms of any such order is complete and accurate; and
4.1.3 any such order shall be deemed accepted by us only when we have issued a written acceptance of it, at which point we shall be legally obliged to supply the Products that are the subject of that order.
4.2 We shall ensure that each delivery of the Products is accompanied by a delivery note which shows the date of this Agreement, all relevant reference numbers, special storage instructions (if any) and, if the Products are being delivered by instalments, the outstanding balance of Products remaining to be delivered.
4.3 Unless we and you agree otherwise in writing, we shall deliver the Products to the relevant Location on the dates we agree from time to time with you for such delivery.
4.4 We cannot leave Products at the relevant Location if you, or someone you have authorised to accept delivery, are not present to accept delivery. Anyone at the relevant Location will be deemed to be authorised to accept delivery.
4.5 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Subject to Clause 15.2, we shall not have any Liability for any delay in delivery of the Products that is caused by an Event of Force Majeure or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
4.6 If you are not available to take delivery of the Products, we may leave instructions to arrange redelivery. We may also pass on to you any costs incurred by us as a consequence of no-one being available to take delivery.
4.7 If delivery of the Products is delayed by your unreasonable refusal to accept delivery, if you are not at the relevant Location on the delivery date that we agree with you, if you refuse to sign for the delivery of the Products on delivery or if you do not (within one week of our first attempt to deliver the Products to you) accept delivery, then we may (without prejudice to any other right or remedy available to us, whether under this Agreement or at law):
4.7.1 charge you for our reasonable storage fees and other costs reasonably incurred by us, including redelivery costs; and/or
4.7.2 resell or otherwise dispose of part or all of the Products and, after deducting reasonable storage and selling costs, account to you for any excess over the price of the Products or charge you for any shortfall below the price of the Products. 
4.8 If we fail to deliver the Products, our Liability shall be limited (subject to Clause 15.2) to the costs and expenses incurred by you in obtaining replacement products of similar description and quality in the cheapest market available, less the price of the Products.
4.9 We may deliver the Products by instalments, which we may invoice and require payment for separately. Any delay in delivery or defect in an instalment shall not entitle you to cancel any other instalment.
4.10 Risk in the Products shall pass to you, and delivery of the Products shall be completed, on the completion of unloading of the Products from our delivery vehicle at the relevant Location.

5. Title
5.1 Notwithstanding delivery, title to and ownership of the Products shall not pass to you until we have received in full (in cash or in cleared funds) all sums due to us in respect of:
5.1.1 the Products; and
5.1.2 all other sums which are or which become due to us from you on any account; (“Payment”).
5.2 Until Payment, you shall:
5.2.1 hold the Products on a fiduciary basis as our Bailee;
5.2.2 hold the Products in good, saleable conditions and keep them insured against all risks for their full price from the date of delivery;
5.2.3 keep an up-to-date list of the location of our property and present this to us on request;
5.2.4 not destroy, deface or obscure any identifying mark or packaging on or relating to the Products; and
5.2.5 store the Products separately from other goods and equipment or in any way so that they remain readily identifiable as our property.
5.3 If the Products are attached to or incorporated into any other materials or goods, the property in the new material or good shall vest in us until Payment in the proportion of the value of the Products to the other constituent elements.
5.4 We may at any time until title passes under this Clause 5 without notice recover possession of the Products which are our property. You hereby grant, or procure the grant, to us and our employees, agents and subcontractors, an irrevocable licence to enter for that purpose any premises then occupied by or in the ownership or possession of you or your direct or indirect customer. You shall indemnify us against all claims, losses, damages, liabilities, costs and expenses so arising.
5.5 We shall be entitled to recover payment for the Products notwithstanding that ownership of any of the Products has not passed from us.
5.6 On termination or expiry of this Agreement, or any Schedule, for any reason, our rights contained in this Clause 5 shall remain in full force and effect.

6. Personnel
6.1 We shall provide uniforms to all Personnel and ensure that such uniforms are kept clean and in proper repair.
6.2 We shall be fully responsible for any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with either the performance of the Services by Personnel or any payment or benefit received by the Personnel in respect of the Services, where such recovery is not prohibited by law.
6.3 You shall:
6.3.1 at your cost, arrange for all security passes to the Location as required by us to perform the Services;
6.3.2 at your cost, provide lighting, hot water, drainage, electricity and such other utilities as we may reasonably require for our performance of the Services;
6.3.3 be responsible for the safety and well-being of the Personnel in accordance with relevant laws (including the Health and Safety at Work Act 1974) and including the provision of fully operational lifesaving equipment and emergency procedures including fire alarms, means of fire escape (including signage), emergency lighting, fire extinguishers and fire sprinklers;
6.3.4 deliver to us keys or alarm codes or anything else required for access to the Location(s) together with written details and instructions in respect of anything which may be reasonably required by us for the proper performance of the Services at the Location(s); and
6.3.5 prior to the commencement of the Services, inform us of any dangers or hazards, whether hidden or not, which we are likely to encounter during the performance of the Services.
6.4 At your request, we will undertake the setting, arming and/or disarming of intruder alarm systems at the Location. Subject to Clause 15.2, we shall not have any Liability for any cost arising out of human error on the part of Personnel or triggering of the alarm system or any fault or malfunction thereof of any kind whatsoever as a result of undertaking such task.
6.5 In the event that any Personnel is required to attend the Location outside of their normal working hours, due to any malfunction or triggering of your alarm system, you shall agree to pay any additional costs incurred by us as a result. Subject to Clause 15.2, we shall not have any Liability for the security of the Location, including the closing and/or locking of any door, window, barrier, container or otherwise that may be construed as a security duty that is not set out in the Specification.
6.6 In the event that you supply keys to any Personnel, you accept full responsibility for any security operations and you shall indemnify us, and keep us indemnified, against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by us in connection with the issue of keys or their use.