Application and entire agreement
1. These terms and conditions apply to the provision of the services detailed in our quotation (Services) by Direct Contract Cleaning Ltd, company registered in England and Wales under number 05470738, whose registered office is at Suite 217, 5 Charter House, Lord Montgomery Way, Portsmouth, Hampshire PO1 2SN (we or us or Service Provider) to the person buying the services (you or Customer).
2. You are deemed to have accepted these Terms and Conditions when you accept our quotation or from the date of any commencement of the Services (whichever happens earlier) and these Terms and Conditions and our quotation (the Contract) are the entire agreement between us
3. You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These terms and conditions apply to the Contract to the exclusion of any other terms that you try and impose or incorporate, or which are implied by trade, custom, practice or course of dealing
4. A business day means any day other than a Saturday, Sunday or Bank Holiday in England and Wales
5. The headings in these Terms and Conditions are for convenience only and do not affect their interpretation
6. Words imparting the singular number shall include the plural and vice-versa.
7. We warrant that we will use reasonable care and skill in our performance of the services which will comply with the quotation, including any specification in all material respects. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and we will notify you when necessary.
8. We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation; however time shall not be of the essence in the performance of our obligations.
9. All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.
10. You must obtain any permissions, consents, licences or otherwise that we need and must give us with access to any and all relevant information, materials, properties and any other matters which we need to provide the Services
11. If you do not comply with Clause 10, we can terminate the Services
12. We are not liable for any delay or failure to provide the Services if this is caused by your failure with the provisions of this section (Your obligations)
13. The fees (Fees) for the services are set out in the quotation and are on a labour, machinery and materials basis
14. In addition to the Fees, we can recover from you a) reasonable incidental expenses including, but not limited to, travelling expenses, hotel costs, and any associated expenses. b) The cost of the services provided by third parties and required by is for the performance of the Services, and c) the cost of any additional machinery and/or materials required for the provision of the Services not set out in the quotation.
15. You must pay us for any additional services provided by us that are not specified in the quotation in accordance with our then current applicable hourly rate in effect at the at time of performance or such other rate as may be agreed between us. The provisions of clause 14 also apply to these additional services.
16. The Fees are exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
Cancellation and amendment
17. We can withdraw, cancel or amend a quotation if it has not been accepted by you, or if the Services have not yet started, within a period of 30 days from the date of the quotation (unless the quotation has been withdrawn).
18. Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the quotation
19. If you want to amend any details of the Services, you must notify us in writing as soon as possible. We will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoiced to you.
20. If, due to circumstances beyond our control, including these set out in the clause below (Circumstances beyond a party’s control), we have to make any changes in the Service or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep such changes to a minimum.
21. We will invoice you for payment of the Fees either:
- When we have completed the Services; or
- On the invoice dates set out in the quotation
22.You must pay the Fees due within 30 days of the date of the invoice or otherwise in accordance with any credit terms agreed between us
23. Time for payment shall be the essence of the Contract
24. Without limiting any other right or remedy, we reserve the right to charge interest on invoices that remain unpaid 30 days after the invoice date. Our standard interest rate is the greater of 8% per annum or 4% over our banker’s interest rate. The Late Payment of Commercial Debts (Interest) Act 1998 applies to all invoices.
25. Any queries regarding invoices must be raised within 7 days of the invoice date.
26. All payments due under these Terms and conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
27. If any invoices are not paid within the period set out above, we reserve the right to suspend provision of any further services and cancel any future services which have been order by, or otherwise arranged by you
28. Receipts/Statements for payment will be issued by us only at your request
29. All payments must be made in British Sterling Pounds unless otherwise agreed in writing between us.
Sub-Contracting and Assignment
30. We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner an or all of our obligations to any third party.
31. You must not, without our prior written consent, assign transfer, charge, subcontract or deal in any other manner will all or any of your rights or obligations under these Terms and Conditions.
32. We can terminate the provision of the Services immediately if you:
- Commit a material breach of your obligations under these Terms and Conditions; or
- fail to make payment of any amount due under the Contract on the due date for payment; or
- are or become, in our reasonable opinion, about to become subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or
- enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any scheme or arrangement is made with its creditors; or
- convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are file with the court for appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition to any court presented to any court for your winding up or for the granting of administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.
33. We reserve all the copyright and any other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights
Liability and Indemnity
34. Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this section.
35. The total amount of our liability is limited to the total amount of the Fees payable to you under the Contract
36. We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for:
- Any indirect, special or consequential loss, damage, costs or expenses; or
- Any loss of profits, loss of anticipated profits, loss of business, loss of data, loss of reputation or good will, business interruption; or other third party claims; or
- Any failure to perform an of our obligations if such delay or failure is due to any cause beyond our reasonable control; or
- Any losses caused by directly, indirectly by any failure or your breach in relation to your obligations; or
- Any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.
37. You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.
38. Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters fir which it would be unlawful to exclude or limit liability.
Circumstances beyond a party’s control
40. Neither of us is liable for any failure or delay in performing in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include but not limited to: industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days or more, both parties can agree to terminate or cancel the Services carried out under these Terms and Conditions.
41. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of the party giving notice (or duly authorised officer of that party)
42. Notices shall be deemed to have been duly given:
- When delivered , if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
- When sent, if transmitted by email and successful return delivery/return receipt is generated;
- On the fifth business day following mailing, if mailed by national ordinary mail.
43. All notices under these Terms and Conditions must be addressed to the most recent postal address or email address notified to the other party