Terms & Conditions
These Terms and Conditions apply to all Services provided by us Nowik LTD a company registered in England and Wales under number 12381468, whose registered office address is at Staplehall Road, Bletchley, Milton Keynes, England, MK1 1BQ, Trading under the name Extra Help commercial cleaning Milton Keynes, hereinafter called “the Company”.
1. Definitions and Interpretation
1.1. In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
“Acceptance” means the acceptance of our Quotation and/or the placement of an order, and includes the acceptance of these Terms and Conditions;
“Client” means you, the individual, firm or corporate body purchasing the Services. Where an individual is accepting this Contract on behalf of a business, the individual confirms they have the authority to enter into this Contract on behalf of that business and the business will be the Client in the context of this Contract;
“Contract” means the contract formed upon Acceptance by the Client as detailed above for our provision of the Services;
“Premises” means any premises at which our Services are to be provided;
“Quotation” means our written or verbal price given to you for the Services to be provided;
“Services” means the cleaning services (and any other services as may be detailed in our Quotation) to be provided by us to you;
“Service Agreement” means an ongoing service contract for a 1-month rolling period; and
“One-Off” means the delivery of Services for a set agreed time.
1.2. Unless the context otherwise requires, each reference in these Terms and Conditions to:
“we”, “us”, “our” is a reference to the Company and includes our employees and agents;
“you” and “your” is a reference to the Client;
“writing” and “written” includes emails and text messages but not faxes;
a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
“these Terms and Conditions” is a reference to these Terms and Conditions as may be amended or supplemented at the relevant time;
a clause is a reference to a clause of these Terms and Conditions;
a "Party" or the "Parties" refer to the parties to these Terms and Conditions.
1.3. The headings used in these Terms and Conditions are for convenience only and will have no effect upon their interpretation.
1.4. No terms or conditions stipulated or referred to by the Client in any form whatsoever will in any respect vary or add to these Terms and Conditions unless otherwise agreed by us in writing.
1.5. Words imparting the singular number will include the plural and vice versa. References to persons will include corporations.
2. Contract Period
2.1. Our Quotation will be in writing and will include the price payable for the Services and for the estimated materials required to render the services, where applicable. We may arrange to visit the Premises before providing our Quotation, to undertake a survey and obtain any required information.
2.2. Our Quotation is open for Acceptance (either verbally or in writing) within 30 days from the date of Quotation.
2.3. Your acceptance of our Quotation includes acceptance of these Terms and Conditions, and will form a legally binding contract between you and us.
2.4. Our prices are based on the information provided to us at the time of preparing our Quotation. Should any errors or discrepancies become evident which affect the Services to be provided, we reserve the right to adjust our price accordingly.
2.5. Unless the Contract is agreed on a ‘One Off basis’ (if this is the case clause 3 below applies), once the Contract is formed, the Services will begin on the date as agreed between the parties and will continue on a 1-monthly rolling basis on the same Terms and Conditions as set out in this Contract, with the exception of the price, unless terminated or cancelled in accordance with the provisions as set out in clause 10 below. We will notify you of any change in price in accordance with these Terms and Conditions.
3. One-Off Contract Period
3.1. If the Contract is agreed on a ‘One-Off basis’, once the Contract is accepted, the Services will begin on the date as agreed between the parties and will terminate upon completion of the One-Off service and once full payment has been received from you.
4. The Services
4.1. All products used in the rendering of the Services shall be provided by us and shall be selected based upon the Services required.
4.2. The cost of such products shall form a standard part of our Quotation, should it be found necessary to provide further or additional products we reserve the right to charge for such.
4.3. Any products provided by you for use by us shall be your sole responsibility and we shall accept no liability for any damage, results or consequences of using such products. We reserve the right to refuse to use such products provided by you where, in our opinion, it would be wrong or dangerous to do so.
4.4. If we cannot provide our Services on an agreed day for whatever reason, we will advise you and will rearrange the Services for as soon as reasonably possible, however, time is not of the essence in the performance of our obligations. Our fee covers the full Service and not the agreed date of visit.
4.5. We will ensure that the Services are carried out with reasonable care and skill and to a reasonable standard in accordance with best industry practice.
4.6. You agree to provide us with full and free access to hot and cold running water, free use of electricity and any other amenities that we could reasonably be expected to require to carry out the Services.
4.7. Should we attend the Premises and find additional works are required other than that which has been quoted for, we will (at our sole discretion) contact you to obtain your permission to carry out the additional Services, in which case we will invoice for these additional Services separately to the original invoice.
4.8. We shall properly dispose of all waste that results from its rendering of the Services into bins or other identified areas provided on site by the Client.
5. Ongoing Services
5.1. If you sign up to our Service Agreement the Sub-clauses contained in this clause 5 apply. The provisions of this clause 5 do not apply to One-Off Services as detailed in clause 3.
5.2. Should any other part of this Contract conflict with this clause 5 in relation to ongoing services, then this clause 5 shall take precedence over the conflicting clause.
5.3. The particulars contained in your Quotation specify what you are covered for. We retain the right to levy additional charges for anything not specifically covered in the Service Agreement.
5.4. For Service Agreements, any problems or non-conformances should be reported to us within 24 hours of the Service having been provided. Any Services carried out will be deemed as satisfactory outside of this timeframe.
6.1. All payments are to be received by BACS. All fees are exclusive of VAT where applicable. We cannot accept any monies being ‘set-off’ or withheld.
6.2. You will be invoiced the full amount before commencement of the Services for One-Off cleans.
6.3. Bank Holidays are not included as standard within the Service Agreement and will be charged as extra where agreed. Any Client shutdown periods including Christmas will still be charged and invoiced for. All fees are exclusive of VAT.
6.4. Invoices for Services will be issued monthly in advance. You are required to make payment strictly within 14 days from the date of invoice.
6.5. Interest is payable on all overdue accounts from the date payment was due (as set out above) until made, at 8% per annum above the Bank of England base rate from time to time during the period in which interest is payable. We also reserve the right to charge costs associated with recovering late payments.
6.6. We reserve the right to withdraw our Services to you in the event that any payments have not been made on or before the due date for payment. Withdrawal of Services for this reason does not constitute abandonment and as such normal payment will become due until such time as either party terminate this Contract.
7.1. We cannot be held responsible for the failure to provide the Services in any Premises at which we cannot gain access.
7.2. It is your responsibility to obtain any and all necessary permissions, consents and licenses required for us to render the Services at the agreed times.
7.3. You must give us a minimum of 1 weeks’ notice to reschedule if we will not be required to provide our Services on a particular day or at a particular time.
7.4. If we are unable to gain access to the Premises or we do not receive the required notice to reschedule as detailed in clause 7.3 above, we reserve the right to invoice you at our normal rate, together with any costs incurred by us in relation to the non-productive or aborted visit to the Premises. If you have signed up to a Service Agreement, then any such non-productive or aborted visits will count towards your number of visits allocated in your Service Agreement.
8.1. Any variation required by you in the Services to be carried out must be agreed in writing before we can proceed. Any fee or price variation will become due for payment to us in accordance with the terms for payment above.
8.2. If cleaning work beyond the normal remit of the Services is required (to clean up a serious spillage, for example) we shall first obtain the Client’s consent to perform such work and shall add the costs of such work to the invoice for the month in which the work takes place.
8.3. In the case of rolling ongoing contracts as detailed in clause 5, we reserve the right to change our price for any reason at our sole discretion. Any alterations to the price of the Services will be detailed to you in writing a minimum of 14 days prior to us carrying out your next service.
9. Cancellation of One-Off Services
9.1. If you wish to cancel the Contract, we require a minimum of 1 months’ written notice prior to the agreed start date for One-Off Services. Should you cancel the order without the giving of 1 months’ written notice, we reserve the right to levy reasonable cancellation charges including, but not limited to, any administration costs, procurement costs and loss of profit, against you and these shall fall due for payment immediately.
10.1. The Client may terminate the Service Agreement:
10.1.1. By the giving of 30 days’ written notice to terminate. During this 30 day termination period the Service Provider shall be liable for delivery of the service and the Client shall be liable for payment of all charges in full.
10.2. The Service Provider may terminate this Service Agreement:
10.2.1. By the giving of 30 days’ written notice to terminate at any time during or after the initial contract period. During this 30 day termination period the Service Provider shall be liable for delivery of the service and the Client shall be liable for payment of all charges in full.
10.3. Either party may terminate this contract:
10.3.1. immediately if the other Party has committed a material breach of this Contract, unless such breach is capable of remedy, in which case this right to terminate will be exercisable if the other Party has failed to remedy the breach within 14 days after a written notice to do so; or
10.3.2. immediately if the other Party goes into bankruptcy or liquidation either voluntary or compulsory (save for the purposes of bona fide corporate reconstruction or amalgamation) or if a receiver is appointed in respect of the whole or any part of its assets.
10.4. Your payment obligations under this Contract shall survive termination of this Contract and all payments required under this Contract will become due and immediately payable and you will deliver up to us all items belonging to us which remain at the Premises.
10.5. Termination of this Contract howsoever arising shall not affect the rights and liabilities of the parties already accrued at such time nor effect the continuance in force of such provisions as are expressed as or capable of having effect after such termination.
11.1. Any equipment placed at or left at the Premises by us will at all times (unless specifically itemised and paid for by you) remain our property, however the responsibility (sometimes called the risk) for such items shall be yours whilst the equipment is on the Premises. Such equipment includes, but is not limited to cleaning products, vacuums, cloths, and buckets.
12. General Liability & Indemnity
12.1. Subject to this clause 12, we will be responsible for any foreseeable loss or damage that you may suffer as a result of our breach of these Terms and Conditions or as a result of our negligence. Loss or damage is foreseeable if it is an obvious consequence of the breach or negligence or if it is contemplated by you and us when the Contract is entered into. We will not be responsible for any loss or damage that is not foreseeable.
12.2. We accept no liability in respect of delays or damage due to causes beyond our reasonable control including, but not limited to, staff illness, power failure, industrial action, mechanical breakdown, civil unrest, fire, flood, adverse weather, storms, earthquakes, acts of terrorism, acts of war or governmental action.
12.3. We shall not be liable for loss, damage or injury caused by existing damaged property, or for damage to any light fittings, bulbs, sash cords, blinds, burglar or fire alarm fittings already damaged or for the damage arising from faulty construction or condition of the Premises, or for articles not usually found in the Premises.
12.4. Nothing in these Terms and Conditions is intended to or will limit or exclude our liability for death or personal injury caused by our negligence or for fraud or fraudulent misrepresentation.
12.5. We will maintain suitable and valid insurance, including public liability insurance. Details are available on request.
12.6. We will not be liable to you for any indirect or consequential loss, loss of profit, loss of business, interruption to business or for any loss of business opportunity.
12.7. We are not liable for any loss or damage suffered by the Client which results from the Client’s failure to follow any reasonable instructions given by us.
13.1. Each Party undertakes that throughout the duration of the Contract, and for a period of 1 year after its termination the Parties may disclose certain Confidential Information to each other. The parties agree both during this Contract, and after its termination, to hold each other’s Confidential Information in confidence. The parties agree not to make each other’s Confidential Information available in any form to any third party or to use each other’s Confidential Information for any other purpose which is not related to this Contract, unless so authorised by the other Party in writing.
14. Assignment and Sub-Contracting
14.1. We will be free to sub-contract any of our obligations under these Terms and Conditions. Any act or omission of any sub-contractor will be an act or omission of ours.
14.2. We may transfer (assign) our obligations and rights under the Contract to a third party (if, for example, we sell our business). If this occurs we will inform you in writing. Your rights under the Contract will not be affected and our obligations under the Contract will be transferred to the third party who will remain bound by them.
14.3. You may not transfer (assign) your obligations and rights under the Contract without our express written permission, which will not be unreasonably withheld.
15. Data Protection
15.1. We will not share your personal data with any third parties for any reasons without your prior consent. Such data will only be collected, processed and held in accordance with our rights and obligations arising under the provisions and principles of the General Data Protection Regulation 2016.
16.1. All communications will be in writing and will be deemed to have been duly given when delivered by hand, posted by prepaid post or sent by email to the intended recipient at the address and/or email address stated in this Contract or to such other address or email as that party may specify to the other in writing. Notices sent by email will be deemed received on the first business day following such delivery of sending and notices which have been posted as above will be deemed received on the third business day following posting.
17. Other Important Terms
17.1. The Contract is between you and us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of the Contract.
17.2. If any part of these Terms and Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of the Contract or these Terms and Conditions and the remainder of the provision in question will not be affected.
17.3. No failure or delay by either party in exercising any rights under the Contract means that we or you have waived that right, and no waiver by either party of a breach of any provision of the Contract means that we or you will waive any subsequent breach of the same or any other provision.
17.4. Nothing in the Contract will make or be deemed to make us an employee or agent of yours or you an employee or agent of ours.
18. Law and Jurisdiction
18.1. This Contract will in all respects be subject to and construed in accordance with the laws of England and Wales.
18.2. Any dispute, controversy, proceedings or claim between the Parties relating to the Contract or these Terms and Conditions will fall within the jurisdiction of the courts of England and Wales.