1.1 “Cleaning Contracts” means the Cleaning Contract between the Provider and the customer on the Conditions, formed and described in sub-clause 2.2 below.

1.2 “Cleaning Specification” means the list of services contained in the Provider’s Quotation to the customer under the heading “Cleaning Specification.”

1.3 “Conditions” means the Terms and Conditions set out in this document and any special Terms and Conditions (if any) agreed in writing between the Provider and the Customer pursuant to sub clause 2.3 below.

1.4 The Contract Price means (subject to sub clause 3.5 below) the price stated in the quotation (excluding VAT)

1.6 “Fixed Term” means the period commencing on the Commencement Date and expiring 12 months thereafter.

1.7 “Premises” means the premises at which the Specified Services are to be provided as specified in the Providers proposal or if not specified the address appearing on the Customers Quotation.

1.8 “Quotation” means the quotation contained in the Providers proposal to the Customer and duly accepted by the Customer.

1.9 “Specified Services” means those services that are set out in the Cleaning Specification provided that they are not or do not become unusually time consuming or difficult for reasons outside the providers reasonable control in which case “Specified Services” shall mean such part of the services set out in the quotation i.e. it is not reasonable to expect the Provider to undertake for the Contract Price – to be agreed between both parties or in default of agreement, refereed to arbitration pursuant to clause to 10 below.

1.10 “Provider” means Freeflow Management Ltd (5576968) of 16-19 Mealcheapen Street, Worcester, WR1 2DQ.

1.11 In these conditions “person” shall include the plural as well as a corporation and all pronouns used in relation in the customer shall include a reference to the plural of other gender, as appropriate.

1.12 References to cleaners in these Conditions are to clauses in those Conditions and references to sub-clauses are to sub-clause of the relevant clause.

1.13 The Quotation and Cleaning Specification are deemed to be incorporatedinto the Cleaning Contract.

1.14 “Writing” or “Written” includes faxes, not emails.

2.0 Conditions Applicable

2.1 These conditions shall apply to all contracts for the supply of services by the Provider to the Customer to the exclusion of all other terms and conditions. In particular, but without prejudice to the generality of the foregoing, any terms or conditions which the customer may purport to apply under any purchase order, confirmation of order or similar document, are excluded.

2.2 Acceptance of the Quotation by the Customer shall be agreed to be an offer by the customer to purchase the Specified Services pursuant to these conditions and the Provider’s acknowledgement of the Customers acceptance shall be an acceptance of that offer.

2.3 No agent, employee or servant of either party has any authority to vary these Conditions. If any variations are made, they shall be authorised and agreed in letters to be written by and between duly authorised officers of the Provider and the Customer and such variations, once agreed, shall deemed to be incorporated into these Conditions.

3.0 Contract Price and Payment

3.1 The Contract Price shall be payable in either weekly or monthly payments, any deviation from the stated payment terms is to be approved by FML Head Office in writing. The Provider shall invoice the Customer on either a weekly or monthly basis, depending on agreement.Payment shall be due, as default, within 7 days of the invoice date. Alternative credit terms can be applied for via means of a FML Credit Application Form. Any alternative crfedit terms must be approved by FML Head Office. 

3.2 If the Specified Services continue to be provided after the expiry date of the fixed term, payments shall continue on the same basis (unless a different payment has been authorised and agreed by the Provider and the Customer in accordance with sub-clause 3.1)

3.3 All payments shall be made by direct credit into an account nominated by the Provider, unless specified.

3.4 Interest on overdue payments shall occur from the date when payment becomes due from day to day until the date of payment at a rate 4% above the base rate from time to time of Lloyds TSB Bank PLC or some other bank of which the Provider may nominate and shall accrue such a rate after as well as before the judgment. The Provider shall include interest on its weekly invoices and the same shall be payable in accordance with sub-clause 3.1 above.

3.5 The Provider shall be entitled to increase the Cleaning Contract Price by such amount as will indemnify the Provider as far as the Cleaning Contract is concerned in respect of any increase payable by the provider because of changes to the National Minimum Wage, National Insurance Contributions, Value Added Tax or any levy by any Governmental Department made upon the Provider.

4.0 Provider Obligations

4.1 The Provider shall provide the Specified Services at the Premises in accordance with these Conditions, Bank Holidays, Local Holidays will incur any additional costs that the Provider may incur. These include operatives pay increases on or over any public holiday. The Provider shall provide staff with supervision and cleaning materials.

4.2 The Provider shall provide staff under the Cleaning Contract who are aged 16 or over and are (as far as possible) known to it and in respect of whom character and employment references have been checked to ensure that they are reliable, discreet and honest. The Provider shall provide a list of names of staff working on the premises, their duties and all changes of staff, if requested

4.3 The Provider shall ensure that the staff working the Premises under the Cleaning Contract are made fully aware of and comply with the customer’s security procedures.

4.4 In the event of the Customer and or its servants or agents, including by a trade dispute, preventing the Provider from provide the Specified Services these service shall be considered to have been provided. This shall include any period where the Customer has extended the closure of its Premises in excess of any statutory holidays (for example over Christmas).

5.0 Customers Obligations

5.1 The customer shall not during the fixed term or within a period of the next 12 months from the expiration of the fixed term or termination at a later date of the Cleaning Contract, offer or give similar employment to any of the employees of the Provider, nor entice or solicit, nor in any manner be concerned in introducing any of them to the employment of any other person, firm or company whose business is likely to be in competition with the business of the Provider.

5.2 The customer shall supply water, power and adequate storage space at the premises for the storage of the Providers equipment, used in connection with the Cleaning Contract, free of charge.

5.3 In the event of the Providers employees failing to attend the work place for any reason the Customer shall inform the Provider as soon as possible. If the Specified Services are not provided for any reason, including, without limitation, the absence of The Provider's employees the Contract Price shall reflect, pro rata, the number of hours worked on that date.  

6.0 Customers Warranties

7.0 Additional Service

7.1 The Provider will be under no obligation to provide any services not specified in the Cleaning Specification during the term of Cleaning Contract but may agree to do so. All such arrangements shall be in writing and will be subject to these conditions. The price of Additional Service shall be negotiated at the time those services are requested.

8.0 Exclusion of Liability

8.1 The Customer acknowledges that entering into the Cleaning Contract it does not do so in any representation, warranty or other provision except as expressly provided in these conditions, the Quotation or the Cleaning Specification.

8.2 The Provider excludes the liability whether in Contract Term negligence or otherwise for any losses flowing from damage to the Customer’s property caused by the uses or similar of the Provider, its employees agents or servants, written particulars of which are not received by the Provider within 14 days of the damage having come to the attention of the Customer.

8.3 The Customer shall not have the right to terminate the Cleaning Contract or merit it as having been in breach of condition or fundamental term (whether express or implied) and the Customers sole remedy for much breach shall be in damages to be arranged between the parties, or in default of agreement determined by arbitration under clause 10 below.

9.0 Terminations

9.1 Subject to clause 9.3 and 9.4 below, neither party may terminate the Cleaning Contract at any time unless 3 months notice shall be given to the other party. For the avoidance of doubt, termination shall not occur on the expiration of the Fixed Term unless notice has been given in accordance with this clause.

9.2 Subject to Sub-Clauses 9.3 and 9.4 below, neither party shall be entitled to terminate the Contract on any date falling within the FIXED Term.

9.3 Where the Customer fails to make one or more payments in accordance with Sub-Clause 3.1 above, including any sums payable in respect of Additional Service or interest, the Provider shall be entitled to serve a notice on The Customer requiring Payment. If all sums due to the Provider are not paid within 14 days of the Customer receiving the notice (inclusive) the Provider shall be entitled to terminate the Cleaning Contract by serving a notice to that effect on the Customer.

9.4 Either party may terminate the Contract at anytime without prior notice if the other:

a.) makes any adjustment of its business for the benefit of creditors;

b.) has a receiver, administrative receiver or similar offices appointed of all or part of its property;

c.) goes into liquidation for the purpose of amalgamation or other.

9.5 The Cleaning Contract shall be suspended during any period, if a party is unable to perform its obligations hereunder, when by reason of a war, riot, strike, trade dispute or other caused beyond the control of, a party is unable to perform its obligations for such reasons.

9.6 Upon termination of the Cleaning Contract however caused all charges outstanding to the Provider prior to and as at such termination shall remain payable, unless they are the subject of a bona fide dispute raised within the allocated time period.

9.7 If by 4 working weeks the Customer has not fully signed the Providers Terms of Business, the Customer is deemed to accept, understand and comply with fore mentioned stipulations of the Provider

9.8 The Cleaning Contract is held between the Provider and The Customer. The Customer shall remain in Contract with the Provider if

a.) authorised signatory at time of Contract leaves the employment of the Customer;

b.) the Holding Company of the premises cleaned changes either its Ltd Company name or its Trading name.

10.0 Invoices and Notices

10.1 Notice served under the Cleaning Contract shall be in writing and may be served by facsimile or by first class post. Invoices shall be sent by first class post. Services of Notice by facsimile shall occur at the time of actual service. Services or Delivery of Notices or invoices by first class post shall be deemed to have occurred the second day after posting, understanding that the delivery or service may not have taken place on this date/ at all. All time limits prescribed by these conditions shall run from and including the date of actual service in the case of facsimile and the deemed date of service in the case of first class post.

11.0 Proper Law of Contract

11.1 The Cleaning Contract is subject in the Law of England and Wales.