1. AGREEMENT

1.1 These terms constitute the terms of the Agreement, subject only to:
(i) amendments expressly recorded on the face of the Estimate;
(ii) terms implied by law (to the extent not extended by these terms); and
(iii) amendments subsequently agreed in writing between a director of Zachri and an authorised representative of the Client.

1.2 These terms shall prevail over any terms and conditions which may be contained in any purchase order or memorandum or other document issued by the Client covering the Services, or implied by trade customs practice or course of dealing.

1.3 The Client acknowledges by signing the Estimate that it is bound by these terms.

2. INTERPRETATION

2.1 The definitions and rules of interpretation in this clause apply in these terms and conditions.
“Affiliate” means in respect of any company, a company which is its subsidiary or holding company, or a company which is also a subsidiary of that holding company.
“the Agreement” means the Agreement between Zachri and the Client following acceptance of the Estimate.
“Business Day” means a day that is not a Saturday or Sunday or public holiday in the United Kingdom.
“Cleaning Materials” all materials used by Zachri in connection with the provision of the Services.
“the Client” means the recipient of the Services provided by Zachri to whom the Estimate is addressed.
“Commencement Date” shall mean the date the Services are first provided by Zachri to the Client.
“the Estimate” means the estimate addressed to the Client and accompanying these terms.
“Online” means Zachri Cleaning Services Limited and/or any Affiliate.
“the Premises” means the Client’s place of business referred to in the Estimate.
“the Price” means the price for the Services in the Estimate and the price of the Cleaning Materials.
“the Services” means the services described in the Estimate provided by Zachri.
2.2 The headings in these terms are for convenience only and shall not affect their interpretation.
2.3 Words in the singular shall include the plural and vice versa.

3. CHARGES

3.1 The Price is exclusive of VAT unless otherwise stated. VAT at the appropriate rate applicable at the date(s) of invoicing will be charged, and will be payable by the Client.
3.2 Online reserves the right to make additional charges to those referred to in the Estimate in the event of all or any of the following circumstances:-
(i) any increase(s) in Government taxes

(ii) any changes and/or additions to the Services at the request of the Client.

(iii) if the Services require greater hours to be worked by Zachri than those specified in the Estimate or it is necessary for Online to work outside the hours referred to in the Estimate in order to perform the Services.

(iv) any increases in costs of personnel, materials, equipment or services necessary for the provision of the supply of the Services, including (but not limited to) revised and increased minimum wage levels.

(v) if the Client fails to comply with its obligations and Zachri as a result is prevented from or delayed in providing the Services.
(vi) where the Premises are changed, extended in any way or there is a change of use.

4. TERMS OF PAYMENT

4.1 Zachri shall invoice the Client monthly in arrears on the last Business Day of a month for the Services and Cleaning Materials provided in the month concerned.
4.2 All invoices submitted are due for payment within 30 days from the date of the invoice and time shall be of the essence in respect thereof.
4.3 Interest will be charged on all overdue invoices at 4% per annum above the base rate of Barclays Bank Plc such interest to be calculated from the date of the overdue invoice to the date of actual payment.
4.4 If Zachri finds it necessary to use solicitors or other parties to recover monies owing to it, the Client will be required to pay any costs incurred on an indemnity basis.
4.5 All sums payable to Zachri shall be made without any deduction, deferment or set-off in respect of any disputes or claims whatsoever and/or in respect of any taxes imposed by or under the authority of any government or public authority.

5. TERM

5.1 Without prejudice to the provisions of paragraph 6 below the Services supplied under this Agreement shall continue to be supplied for a period of one year from the Commencement Date and thereafter shall continue to be supplied unless this Agreement is terminated by one party giving to the other not less than 3 months written notice.

6. SUSPENSION AND TERMINATION

6.1 Online shall be entitled to:
(a) suspend its performance of the Services if and for so long as the Client shall be in breach of any of its obligations including but not limited to failure to make any payment at the agreed time;
(b) suspend its performance (without penalty and without prejudice to the Agreement) if it reasonably considers that there is a risk to the health and safety of any of its employee’s subcontractors or representatives at the Premises.

(c) terminate the Agreement forthwith by written notice if the Client has not rectified any breach within 30 days of Zachri giving the Client written notice of such breach.
(d) terminate the Agreement without notice in the event that Online has reason to believe that the Client is unable to pay its debts or if the Client enters into liquidation (whether compulsory or voluntarily) or voluntary arrangement or compounds with or convenes a meeting of its creditors or has a receiver appointed over all or any part of its assets or takes or suffers any similar action in consequence of a debt, ceases for any reason to carry on business or threatens to cease to carry on its business.
(e) terminate the Agreement forthwith without notice in the event of a material breach (including non-payment of any invoice) by the Client.

6.2 The Client shall be entitled to suspend the Agreement for a maximum of 3 months on giving 28 days written notice. During the period of the suspension, Zachri shall not provide the Services (or any part thereof) and the Client will be required to pay a monthly retention fee equivalent to 20% of the Price. In the event that the Client requires the Services or part thereof performed during the period of suspension, then Zachri may in its discretion choose to provide the Services or part thereof subject to the Client and Online agreeing a price for Zachri performing the same. For the avoidance of doubt all other terms of the Agreement (including the termination provisions) shall apply throughout and after the period of suspension.

6.3 No failure or delay by Zachri in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right and no waiver by Zachri of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
6.4 Zachri’s rights to terminate the Agreement shall not prejudice any other right or remedy that it may have in respect of the breach concerned (if any) or any other breach.

7. CLIENT’S OBLIGATIONS

7.1 The Client will:-
(i) ensure that the leaving of personal effects belonging to either the Client or its customers within the Premises do not impede or prevent Zachri from performing the Services.
(ii) supply without charge all necessary light, hot water and other facilities to allow Zachri to perform the Services.
(iii) provide suitable accommodation to allow Zachri to leave materials and equipment at the Premises.
(iv) ensure that Zachri has access to the Premises to perform the Services.
(v) comply in all respects with all applicable statutory provisions (including but not limited to all Health and Safety legislation) by maintaining the Premises in a safe condition for the Services to be carried out.
(vi) advise Zachri of any particular hazards within the Premises and provide any relevant instructions issued to the Client’s own employees.
(vii) store in discrete areas, such as rubbish receptacles, and/or clearly mark all items of rubbish which are to be disposed of by Zachri.

8. ZACHRI’S EMPLOYEES AND AGENTS

8.1 Zachri shall be entitled to use sub-contactors and/or agents to provide the Services.
8.2 The Client shall not during the term of the Agreement or for a period of 6 months after its termination (however so arising) knowingly employ, seek to employ or engage as a consultant any person either as a cleaner or in any other capacity where such person was during the term of the Agreement employed or retained (as a sub contractor or otherwise) by Zachri.
8.3 Zachri shall have an absolute and sole discretion (provided it is exercised reasonably) to determine levels of personnel required for the provision of the Services.
8.4 In the event of a breach of Clause 8.2, then without prejudice to any other rights and remedies available to Zachri, the Client shall pay to Zachri a sum equivalent to 2% (plus VAT thereon) of the remuneration (calculated on a yearly basis) payable by the Client to the person or persons concerned. The Client accepts that it would be liable to pay such commission had it sought the services of an employment agency to locate such personnel and further accepts such sum as is payable to Zachri as being a true and fair pre-estimate of losses that Zachri will suffer as a result of the breach of Clause 8.2.

9. LIMITATION OF LIABILITY

9.1 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.
9.2 Nothing in this Agreement limits or excludes the liability of Zachri:
(a) for death or personal injury resulting from negligence; or
(b) for any damage or liability incurred by the Client as a result of fraud or fraudulent misrepresentation by Zachri.
9.3 Subject to conditions 9.1 and 9.2:
(a) Zachri shall not be liable for:
(i) loss of profits; or
(ii) loss of business; or
(iii) depletion of goodwill and/or similar losses; or
(iv) loss of anticipated savings; or
(v) loss of goods; or
(vi) loss of contract; or
(vii) loss of use; or
(viii) loss of corruption of data or information; or
(ix) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
(b) Zachri’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this Agreement shall be limited to a sum equal to three times the Price paid or in the event of more than one claim, the aggregate of all claims shall be limited to a sum equal to five times the Price paid.

9.4 Zachri shall not be liable or deemed to be in breach of the Agreement for any failure or delay in the supply of the Services caused by any acts of force majeure including but not limited to any strike, lock-out or other form of industrial action, fire, war, accident, civil commotion, government action, mechanical failure or any other cause beyond Online’s control.
9.5. Without prejudice to the remaining provisions of this clause 9, in the event of any damage to property arising as a result of the negligence of Zachri, its employees or agents or any alleged defect in Zachri’s plant or machinery: -
(i) the Client must (for any claim to be enforceable) provide in writing full and precise details of any damage within 24 hours of it having occurred.
(ii) Zachri reserves the right to make good any damage caused in lieu of any payment to the Client.
(iii) Zachri will not be liable for any damage to property that was already defective or damaged.
(iv) the Client shall not be entitled to rely on any damage as a reason for withholding any payment due to Zachri.
(v) the Client shall not be entitled to make any claim against Zachri for any damage consequent or arising from the Client having breached its obligations at paragraph 7.
9.6 Without prejudice to the aforesaid, Zachri shall not be liable for any damage to property where the Client has breached any or all of sub clauses 7.1(i) and/or (vii) of the Agreement.

10. INDEMNITY

The Client shall indemnify Zachri and hold Zachri harmless against all or any losses costs and expenses that may be incurred by Zachri and all claims, damages and demands that may be made against Zachri arising out of any breach by the Client of any of these terms or any negligence on the part of the Client or any claim by a third party or customer of the Client.

11. NOTICES

Any notices required to be given pursuant to these terms shall be duly served if sent by prepaid first class letter addressed to the party to which it shall be sent to the last known address and shall be deemed to be delivered 72 hours after posting.

12. APPLICABLE LAW AND JURISDICTION

The agreement and these terms shall be governed and construed according to English law and the parties submit to the exclusive jurisdiction of the English Courts.

13. THIRD PARTY RIGHTS

These terms are not enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person or entity who is not a party to them.

14. NATURE OF THE AGREEMENT

14.1 This Agreement supersedes all previous agreements written or oral between the parties and contains the entire agreement between the parties with respect to its subject matter.
14.2 Each party acknowledges that, in entering into this Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
14.3 If any provision of this Agreement is held by any court or other competent authority to be invalid or unenforceable in whole or in part, this Agreement shall continue to be valid as to its other provisions and the remainder of the affected provision.
14.4 At any time after the date hereof each of the parties shall, at the request and cost of another party, execute or procure the execution of such documents and do or procure the doing of such acts and things as the party so requiring may reasonably require for the purpose of giving to the party so requiring the full benefit of all the provisions of this Agreement.