1 What you can expect from us
1.1 We will carry out the Service for you at the Site from the Start Date and during the Term for the number of Visits specified above. We will try to agree exact dates with you but if we can’t agree a date then we have the right to decide one.
1.2 We will carry out the Service to the best standards and practice and with all due care, diligence and skill.
2. Your principal duties
2.1 You will allow us full access to the Site to enable us to perform the Service. If we can’t get access on the dates we are due to provide the Service then we won’t have to complete the Service for that Visit but you will still have to pay us.
2.2 You will tell us and those who work with us about all risks to health and safety on your Site.
2.3 We are not obliged to carry out the Service in any environment which we consider is unsafe or which might represent a threat or danger to those who work with us but you will still have to pay for that Service.
2.4 You will not allow our operatives to use your equipment, but, if requested, you will allow them the use of a telephone for a local call to us.
3. Price and payment
a) 3.1 We will invoice for the Service in advance of each Billing Period.
b) 3.2 You must pay us at least two days before the date on which we are to provide the Service. If you don’t we may cancel this Agreement without giving you any notice.
c) 3.3 If you pay us by credit card or cheque that payment will be subject to a 3% surcharge.
3.4 If we give you time to pay an invoice, you must make payment within the period we specify. If you don’t we may apply interest to all monies you owe us at a rate equivalent to 6% over the base rate from time to time of Barclays Bank PLC both before and after any judgment.
3.5 We may, from time to time, increase the Fee if we give you one month’s written notice.
3.6 When the Term ends and at the end of each period of 12 months after that the Fee will increase by a factor of 5% above the Fee charged for the previous period of 12 months and the increased fee will be the new Fee for the purpose of this Agreement.
4. Liability
4.1 Our liability to you for death or injury resulting from our negligence or that of our employees, agents or sub-contractors is unlimited.
4.2 Our total liability to you in respect of any breach of our obligations under this Agreement, or for any other issue arising under this Agreement, and including negligence on our part, will be limited to the amount provided in the indemnity policy (if any) we take to cover such matters and if there is no cover for a particular event then the limit will be the amount of the total Fee you have paid us in the period of six months immediately before the event which gave rise to your claim.
4.3 We will not be liable to you for any indirect or consequential loss you may suffer even if we could have foreseen it or you told us about it.
4.4 We will tell you if we find that we have lost your keys, as soon as we are aware of that loss. We will not be liable for any loss you sustain after we’ve told you if you cause any delay in taking proper security measures.
5. The length of this Agreement and how to end it
5.1 At the end of the Term (unless you or we have given notice at least one month before the end of the Term) this Agreement will renew from month to month until either you or we give notice to end it. This clause does not apply if we are providing a “one-off” service.
5.2 After the Term has ended either you or we may end this Agreement by giving one month’s written notice to the other.
5.3 This Agreement will end, despite any other rights and remedies you or we may have, in the following circumstances:
5.3.1 if you or we fail to comply with the provisions of this Agreement and that failure, if capable of remedy, is not put right within 28 days of a written request to put it right; or
5.3.2 either you or we go into bankruptcy or liquidation – either voluntary or compulsory (unless it is for the purpose of bona fide corporate reconstruction or amalgamation) – or if a receiver is appointed over the whole or any part of your or our assets.
5.4 The end of this Agreement will not stop either you or us pursuing any rights which have already accrued under this Agreement.
6. You agree not to poach our staff
You agree that during the Term of this Agreement and for six months after it ends, you will not (directly or indirectly) ask with a view to offering or providing employment to, offer to contract with or entice to leave any of our employees or sub-contractors who did work for you under this Agreement without our prior written permission.
7. The staff we can employ
We may carry out any part of the Service using any suitably qualified and skilled sub-contractors or our own employees. A problem caused by anyone we employ to provide the Service will be for us to sort out.
8. Matters beyond our control – force majeure
8.1 You will not be able to say that we are in breach of this Agreement or otherwise liable to you for any delay in providing the Service if and to the extent that the delay or non-performance is due to an event or circumstance beyond our reasonable control (“an event of force majeure”).
8.2 We will notify you as soon as an event of force majeure has happened, what it is, how long we think it will last and what, if anything, we can do to resolve the problems it causes.
9. General matters
9.1 This Agreement is made under the laws of England and Wales and that is the only jurisdiction which can govern it.
9.2 Both Parties agree that this Agreement does not form the basis of any partnership or co-venture.
9.3 This Agreement supersedes any previous agreement between you and us in relation to the matters dealt with in it and represents the entire understanding between the Parties.
9.4 Time will not be of the essence in any part of this Agreement.
9.5 Both you and we acknowledge and agree that you and we have not entered into this Agreement in reliance on anything said or promised by the other which is not in this Agreement.
9.6 If a Court or other body says that any part of this Agreement is unenforceable, the rest of it will stand.
9.7 If either Party needs to give formal notice to the other it must be done by email to the address given by one Party to the other from time to time or by us leaving such notice at the Site.
9.8 This Agreement contains the entire understanding between you and us.
10. Cancellation
10.1 If you cancel the Service more than two days in advance of the Start Date, we will charge no cancellation fee and will refund any Fee you have paid.
10.2 For all Services save for one-off Services, if you cancel in the period:
10.2.1 24 hours before the Start Date, we may retain all the Fee you have paid for that Service;
10.2.2 24 hours to 48 hours before the Start Date, we may retain 50% of the Fee you have paid for that Service.
10.3 For “one-off” Services, if you cancel in the period:
10.3.1 48 hours before the Start Date, we may retain all the Fee you have paid for that Service;
10.3.2 48 hours to 72 hours before the Start Date, we may retain 50% of the Fee you have paid for that Service.
10.4 If we wish to cancel the provision of any Service we will give you as much advance notice as possible in the circumstances and will reschedule the Service for the next available date we can offer you.
11. Consumer rights
THIS CLAUSE APPLIES ONLY IF YOU ARE A CONSUMER
RIGHT TO CANCEL
11.1 You may have the right to cancel this contract within 14 days without giving any reason.
11.1.1 The 14-day period will start on the date you sign this Agreement.
11.1.2 If you agree that we may start to provide the Service before the end of the period mentioned in Clause 11.1.1 then your right to any refund may be reduced or withdrawn completely.
11.2 To exercise the right you must tell us by post or email. The addresses you should use are those at the head of this Agreement.
11.3 To meet the cancellation deadline you must tell us before the end of the 14-day period. You should keep a proof of posting if you send us a letter.
11.4 If you cancel this contract, we will repay you all payments you have made to us.
11.5 We can deduct from the amount we send back to you an amount equivalent to the value of the Service we have supplied.
11.6 We will repay you within 14 days of your telling us that you want to cancel.
11.7 We will pay you back using the same method that you paid us.