TERMS & CONDITIONS GREEN CLEAN HYGIENE (GCH)
- Basis of the Contract
1.1. The Quotation provided by Green Clean Hygiene shall remain valid for [30] days. If the Quotation is not accepted within the 30 day period Green Clean Hygiene may provide an amended quote at its sole discretion.
1.1.1. The services described in the Quote (the Services) are either a one-off activity (a Job) or services provided regularly at the stated frequency (Periodic Services).
1.2. If the Customer wishes to go ahead with the Services as set out in the quotation, the Customer shall give written authorisation or complete the online declaration and signature section and return it to Green Clean Hygiene within [30] days.
1.3. A Quotation shall be deemed to be accepted on the date when Green Clean Hygiene has received written authorisation or a completed online declaration, the “Effective Date” at which point a Contract between us shall come into existence for the Term Contract Duration (the ”Contract”).
1.4. The Contract is a Term Contract and will remain in force for the Term Contract Duration from the Effective Date until terminated by either party in accordance with these Terms and Conditions. Further quotations may be provided under the Contract as and when required.
1.5. The Contract which includes the Quotation, the Schedules (if any) and these Terms and Conditions (along with any additional quotations issued for Services under the same Term Contract) constitutes the entire agreement between the parties and the Customer acknowledges that it has not relied on any statement promise or representation made or given on behalf of Green Clean Hygiene which is not set out in the Quotation or these Terms and Conditions.
1.6. The Terms and Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing, including, for the avoidance of doubt, any terms and conditions that may be contained within any purchase order issued by the Customer to Green Clean Hygiene.
1.7. Additional Quotations forming part of and referencing the Term Contract shall form part of the Contract once the Customer has approved the quotation in writing.
- Green Clean Hygiene Obligations
2.1. Green Clean Hygiene shall:
2.1.1 carry out the Services specified in the Contract using reasonable skill and care.
2.1.2 use reasonable endeavours to meet any reasonable timeframes required by the Customer wherever practicable, but time shall not be the essence of the Contract.
2.1.3 have the right to make any changes to the Services necessary to comply with applicable laws or health and safety where such change does not materially affect the nature and quality of the Services.
2.1.4 maintain Public Liability Insurance and Employers Liability Insurance as required by law and in line with its own business activities.
- Customer Obligations
3.1. Customer shall :
3.1.1 allow Green Clean Hygiene access to the Site and the property at all reasonable times to complete the Services
3.1.2 provide up to date information regarding the Site including but not limited to any asbestos certificates, risk assessments and Customer policies prior to Green Clean Hygiene entering the Site.
3.1.3 provide a safe working environment at all times and provide access to on-site facilities including utilities, welfare facilities, secure storage facilities (where required), and any other facilities reasonably required by Green Clean Hygiene.
3.1.4 where storage facilities are required for materials, equipment and other property supplied or owned by Green Clean Hygiene (“Green Clean Hygiene Materials”), store them securely on Site at the Customers risk. The Customer shall not dispose of any Green Clean Hygiene Materials unless Green Clean Hygiene consents to such disposal in writing.
3.1.5 obtain all necessary consents, licences, permissions required for the provision of the Services prior to commencement of any Services.
3.1.6 ensure that the Site where the Services are to be carried out are prepared and free from any hazards.
3.1.7 promptly rectify any issues notified by Green Clean Hygiene that are affecting or may affect the delivery of the Services on Site.
3.1.8 mitigate and manage any interruptions to business and working which may be caused by carrying out the Services and the Customer acknowledges that Green Clean Hygiene has no liability for any such interruptions.
3.1.9 co-operate with Green Clean Hygiene in all matters relating to the Services.
3.1.10 maintain adequate insurances, including Public Liability Insurance to cover any damage to its premises, property and contents including any contractors, suppliers and third parties working on Site and any Green Clean Hygiene materials and equipment on Site. Notwithstanding the Customers responsibility for insurance, all materials and equipment supplied by Green Clean Hygiene remain the exclusive property of Green Clean Hygiene until it has received payment in full by the Customer.
3.1.11 purchase any additional equipment or materials as may be required and notified by Green Clean Hygiene in order to carry out the Service.
3.1.12 ensure that any Customer equipment provided for use by Green Clean Hygiene, is maintained and fit for use and any health and safety inspection certificates are provided to Green Clean Hygiene where applicable.
3.1.13 comply with any reasonable requests made by Green Clean Hygiene in the performance of the Services.
- Limitation of Liability
4.1. Green Clean Hygiene’s liability (if any) under of in connection with this Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be limited to and shall not exceed [200%] of the fee paid for the Services in the 12 month period immediately prior to the cause of action giving rise to the damages or £20,000.00 (Twenty thousand pounds) in aggregate, whichever is lower.
4.2. Green Clean Hygiene shall not be liable for any indirect or consequential losses including (but not limited to) loss of profit; loss of revenue, loss of data, loss of production, loss of contract, loss of commercial opportunity, loss of savings, discount or rebate (actual or anticipated); business interruption, business closures, harm to reputation or goodwill or loss of business howsoever arising.
4.3. Green Clean Hygiene shall not be liable for any damage or loss to property or premises in relation to any work performed on site unless directly and solely caused by Green Clean Hygiene’s negligence.
4.4. Notwithstanding any other provision in these Terms and Conditions, Green Clean Hygiene’s liability shall not be limited in any way in respect of personal injury or death caused by Green Clean Hygiene’s negligence, fraud or fraudulent misrepresentation or any other liability than cannot be limited or excluded under the laws of England.
- Termination by either Party
5.1. Without limiting its other rights and remedies either party may terminate the Contract with immediate effect by giving written notice to the other party if:
5.1.1 The other party commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of notification in writing of the breach.
5.1.2 The other party suspends, or threatens to suspend payment of its debts, or commences negotiations with any of its creditors with a view to re-scheduling any of its debts, or has a receiver, manager, administrator or administrative receiver appointed over all or any party of its undertaking, assets or income or has a resolution passed for its winding up or as a company is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or becomes subject to a company voluntary arrangement under the Insolvency Act 1986 or being an individual is the subject of a bankruptcy petition order and/or is either unable to pay its debts or has no reasonable prospect of doing so, in either case within the meaning of section 268 of the Insolvency Act 1986 or where the Customer is a partnership has any partner to whom any of the foregoing applies.
- Termination by Green Clean Hygiene
6.1. Without limiting its other rights and remedies Green Clean Hygiene may by giving notice in writing to the Customer:
6.1.1 suspend or terminate the Contract with immediate effect if the Customer fails to pay any amounts due to Green Clean Hygiene by the Final Date for Payment. Where Green Clean Hygiene opts to suspend its services such suspension shall end once outstanding amounts are paid in full.
6.1.2. Terminate the Contract if the customer fails to promptly rectify any issues notified by Green Clean Hygiene that are affecting or may affect the delivery of the Services including for the avoidance of doubt any changes to the Site or the order of delivery of the Service.
6.1.3 Terminate the Contract at its sole discretion by providing reasonable notice to the Customer.
- Termination by the Customer
7.1. The Customer may terminate the Contract by giving 3 calendar months’ notice in writing to Green Clean Hygiene which may not expire before the end of the Minimum Term.
7.2. Where the Customer seeks to terminate the Contract prior to the expiry of the Minimum Term, the full value of the Contract for full Duration of the Minimum Term shall be payable.
- Consequences of Termination
8.1. On termination of the Contract for any reason the Customer shall immediately pay all of Green Clean Hygiene’s outstanding invoices including any interest claimed. In addition, for any Services undertaken in whole or in part but not yet invoiced, Green Clean Hygiene shall submit an invoice to the Customer which shall be immediately payable upon receipt by the Customer.
8.2. The Customer shall promptly return all Green Clean Hygiene’s equipment and materials that have not been purchased in full by the Customer. If the Customer fails to promptly return such equipment and materials then the Customer agrees that Green Clean Hygiene may enter the Customers premises and take possession of them during normal working hours. The Customer shall remain liable for and is solely responsible for the safekeeping of all such equipment and materials until they are returned to or collected by Green Clean Hygiene.
8.3. The accrued rights, remedies, obligations and liabilities of the parties at the date of termination shall not be effected and any provision of this Contract which expressly or by implication is intended to continue in force after termination will do so notwithstanding any termination of the Contract.
- Duration of the Contract
9.1. Unless otherwise stated, the duration of the Contract will be three years for services performed regularly or a one off job.
9.2. After the Initial Term the service will continue on a rolling basis until terminated by either party in accordance with these terms and conditions.
- Fees and Payments
10.1.Green Clean Hygiene’s fees for the Services shall be set out in the quotation document and within any subsequent quotation document associated with the Contract and shall be exclusive of VAT unless otherwise stated.
10.2.Invoices shall be submitted periodically which shall be quarterly in advance for services performed regularly unless otherwise agreed in writing. The invoice shall become due at the date of the invoice (the “Payment Due Date”) and the Final Date for Payment shall be 30 days from the date of the invoice unless otherwise stated.
10.2.1. Domestic/Residential customers are required to pay upfront in full including VAT for Services on acceptance of the quote prior to works being scheduled for completion.
10.3.The Customer shall pay all invoices in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against Green Clean Hygiene in order to justify withholding any payments in whole or in part.
10.4.Without limiting any other right or remedy it may have under this Contract or at law, Green Clean Hygiene, shall have the right to charge interest on any amount not paid by the Final Date for Payment at the rate of 8 % per annum above the Bank of England base rate from time to time accruing on a daily basis from the Final Date for Payment until payment is received. Green Clean Hygiene will also re-charge any costs (including collection agency and legal costs) incurred in recovering any outstanding amounts due.
10.5.Where any unpaid amounts exceed the 30 period Green Clean Hygiene reserves the right to instruct a collection agency to reclaim the full amount of the Term Contract cost (along with any costs and legal fees incurred in recovering outstanding amounts) where it is still under the Initial Term or the full amount of the 3 month notice period where the Contract is in the Rolling Term.
10.6.Green Clean Hygiene reserves the right to increase its rates in line with the Retail Price Index on an annual basis.
- Health and Safety
11.1.Both the Customer and Green Clean Hygiene shall at all times comply with all relevant health and safety laws, statutes and regulations.
11.2.The Customer shall ensure that any information or advice provided by Green Clean Hygiene to protect persons and premises are followed at all times.
11.3.The Customer will advise of any and all hazards and risks that may be encountered whilst Green Clean Hygiene is working at the Customer’s Site.
11.4.All chemicals used by Green Clean Hygiene have been assessed for any hazard under the Control of Substances Hazardous to Health Regulations (COSHH). For further information on the cleaning products used, please contact Green Clean Hygiene.
- Variations and Additional Works
12.1.No variation of this Contract or to any agreed quotation shall be valid or effective unless it is in writing, refers to this Contract and is duly signed by, or on behalf of, each party.
12.2.Additional Works may be provided under the Term Contract by agreement between the parties in the form of additional quotations. The Customer shall accept a Quotation under a Term Contract by signing the online declaration or providing written authorisation to proceed.
12.3.Any changes to the Site or any processes on Site following acceptance of a Quotation that impact the delivery of the Services may incur additional fees and/or costs and Green Clean Hygiene shall notify the Customer as soon as practicable where such fees and/or costs are likely to be incurred and Green Clean Hygiene shall submit a Quotation to the Customer for acceptance. Such changes shall not release the Customer from any obligation to pay Green Clean Hygiene for works already completed.
12.4.For the avoidance of doubt Green Clean Hygiene is under no obligation to provide additional or varied services until such time as the Customer has accepted a Quotation.
- Force Majeure
13.1.Green Clean Hygiene shall not be deemed in breach of this Contract or be liable for any additional costs, delays, failures in performance, charges, penalties or other liabilities howsoever arising which result from any event beyond its reasonable control including (but not limited to):
13.1.1. strikes, lock-outs or other industrial disputes (whether involving employees of Green Clean Hygiene or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, epidemic or pandemic or default of suppliers or subcontractors or failure by the Customer to perform any of its obligations.
13.1.2. Green Clean Hygiene shall notify the Customer when such an event causes a delay or failure in performance and when it ceases to do so. If such an event continues for a continuous period of more than [3] months, Green Clean Hygiene may terminate this Contract by written notice to the Customer.
- Confidentiality
14.1. Each party agrees to keep confidential all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to, or otherwise obtained by, the other party and any other confidential information concerning the business of the parties or its products or its services and shall restrict disclosure of such confidential information to such of its employees, agents, professional advisors or subcontractors as need to know it for the purpose of discharging the obligations under the Contract.
- Data Privacy
15.1. Each party shall comply with its obligations and requirements of the applicable data protection and privacy legislation in force from time to time in the UK. For complete details of the Green Clean Hygienes collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using please refer to Green Clean Hygienes Privacy Notice available by contacting Green Clean Hygiene directly.
- General
16.1. A person who is not a party to this Contract may not enforce any of its terms under the Contract (Rights of Third Parties) Act 1999.
16.2. Green Clean Hygiene may at any time assign, transfer charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
16.3. The Customer shall not without the prior written consent of Green Clean Hygiene assign or transfer any of its rights or obligations under this Contract.
16.4. If any provision of this Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of this Contract shall not be affected.
16.5. No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right or remedy. No single or partial exercise of any right, power or remedy provided by law or under this Contract shall prevent any future exercise of it or the exercise of any other right, power or remedy.
16.6. Nothing in this Contract constitutes or shall be deemed to constitute a partnership between the parties nor make any party the agent of another party.
- Notices
17.1. Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post or recorded delivery at its registered office (if a company) or (in any other case) its principal place of business or by e-mail in the case of Green Clean Hygiene to info@greencleanhygiene.com and for the Customer to an e-mail address used for general correspondence. E-mail notifications should be followed up in writing by post.
17.2. For the avoidance of doubt any Legal Notices must be sent by Recorded delivery.
17.3. Notices shall be deemed received:
17.3.1. By first class post – 3 business days after posting
17.3.2. By Recorded Delivery – on signature of receipt
17.3.3. By hand – on delivery
17.3.4. My e-mail – on the date of transmission
- Disputes
18.1. If any dispute arises between the parties out of or in connection with this Contract, the matter shall be referred to senior representatives of each party who shall use their reasonable endeavours to resolve it. If a dispute is not resolved within [14 days] of the referral being made, the parties may agree to resolve the matter through mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Adjudication Procedure.
- Governing Law and Jurisdiction
19.1. This Contract and any dispute or claim arising out of, or in connection with it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
19.2. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Contract.