TERMS & CONDITIONS

The purpose of this document is to set out the terms of our professional relationship and the services we will provide to you. If you have any questions relating to this document, please email us.

1.                     INTERPRETATION

1.1                    Definitions. In these Conditions, the following definitions apply:

Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

Charges:          the charges payable by the Customer for the supply of the Services in accordance with clause 5.

Cleaner:          the person engaged by the Supplier in the provision of the Services

Commencement Date: has the meaning set out in clause 2.2.

Conditions:      these terms and conditions as amended from time to time in accordance with clause 10.8.

Contract:         the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions.

Customer:        the person or firm who purchases Services from the Supplier.

Order:              the Customer's order for Services as set out the Customer's written acceptance of the Supplier's quotation or in the Customer's purchase order form, or as the case may be.

Services:          the cleaning or other services supplied by the Supplier to the Customer in accordance with an Order.

Specification: the description or specification of the Services provided in writing by the Supplier to the Customer.

Supplier:          Maid of London under the registered name PHA.C S Lim ited regis tered in England and Wales with company number 098 921 5 9 whose registered office is 7 8 York Street, London, W1H 1DP.

1.2                    In these Conditions, the following rules apply:

(a)      a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

(b)      a reference to a party includes its personal representatives, successors or permitted assigns;

(c)      a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

(d)      any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

(e)      a reference to writing or written includes faxes and e-mails.

2.                     BASIS OF CONTRACT

2.1                    The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.

2.2                    The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).

2.3                    The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract.

2.4                    Any descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier's catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

2.5                    These 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.

2.6                    Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.

3.                     SUPPLY OF SERVICES

3.1                    The Supplier shall supply the Services to the Customer in accordance with the Order in all material respects.

3.2                    The Supplier shall use all reasonable endeavours to meet any performance dates specified in an Order but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

3.3                    The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.

3.4                    The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

4.                  CUSTOMER'S OBLIGATIONS  

4.1                The Customer shall:

(a)                ensure that the terms of the Order are complete and accurate;

(b)                co-operate with the Supplier in all matters relating to the Services;

(c)                for the duration of this Agreement and for 12 months after its termination

(i)         not entice away or employ or engage or

(ii)        otherwise arrange for the employment with any person firm company or other legal entity of Cleaner or any other person engaged by the Supplier in the provision of Services to the Customer or other customers without first notifying the Supplier and paying the Transfer Fees set out in clause 5.2 in relation to permanent appointments.

(d)                be responsible for any breakages or damage caused during the provision of the Services where an item was defective, already damaged or for any damage occurring as a result of failure by the Customer to remove items of laundry requiring hand or delicate washing or as a result of the Customer asking the cleaner supplied by the Supplier to use bleach.

(e)                provide clear instructions to the employees agents  consultants and

subcontractors of the Supplier and be responsible for their supervision at the Customer’s premises;

(f)                 provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer's premises, power, hot water and other facilities and such cleaning materials as they may reasonably require to carry out the Services;

(g)                provide the employees, agents, consultants and subcontractors, with such equipment as they may require to supply the Services, and ensure that such equipment is fit for purpose and safe;

(h)                treat any employee, agent or consultant of the Supplier in a proper and suitable manner and in particular not subject any of them to a discriminatory, or harassing manner or make any unreasonable or unlawful requests of them; and

(i)                 provide promptly and accurately such information as the Supplier shall reasonably require in order that any insurance claim may be made on behalf of the Customer.

4.2                    If the Supplier's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

(a)                the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations;

(b)                the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this clause 4.2; and

(c)                the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

5.                CHARGES AND PAYMENT 

5.1              The Charges for the Services shall be on a time and materials basis:

(a)                the Charges shall be calculated in accordance with the Supplier's daily or hourly fee rates, on any Business Day, excluding public or statutory holidays as set out in the first page of this Agreement.

(b)                the Supplier shall be entitled to charge an overtime rate of 25 per cent of the standard daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 5.1(a); and

(c)                any quote given assumes that the Customer is paying by a recurring card payment method and Customers not paying by such method will pay an additional 20% on top of the quoted fees.

5.2                    In the event that the Customer (or any person introduced by the Customer) wishes to employ or use the services of a person engaged by the Supplier in the provision of Services then the Customer will notify the Supplier and the Supplier will be entitled to receive a Transfer Fee for providing such a person which shall be calculated as the higher of:

(a)                the minimum Transfer Fee is £950; or

(b)                the Transfer Fee is calculated at 25 per cent of the persons gross annual salary. 

5.3               If a person engaged by the Supplier introduces the Customer to other persons or cleaners who the Customer then decides to employ or use their services, the Customer is liable to pay the Transfer Fees accordingly.

5.4               The Supplier reserves the right to increase its daily or hourly fee rates.  The   Supplier will give the Customer written notice of any such increase at least one week before the proposed date of the increase.

5.5                The Supplier shall invoice the Customer monthly in arrears.

5.6                The Customer shall pay each invoice submitted by the Supplier:

(a)                within 7 days of the date of the invoice; and

(b)                in full by recurring card payment or by setting up Direct Debit

(c)                and/or in cleared funds to a bank account nominated in writing by the

Supplier, and time for payment shall be of the essence of the Contract.

5.7                    All amounts payable by the Customer under the Contract are inclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

5.8                    Without limiting any other right or remedy of the Supplier, if the Customer   fails to make any payment due to the Supplier under the Contract by the due date for payment (Due Date), the Supplier shall have the right to charge interest on the overdue amount at the rate of 8 per cent per annum above the then current Barclays Bank PLC's base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.

5.9                    The Customer shall pay all amounts due under the Contract 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 the Supplier in order to justify withholding payment of any such amount in whole or in part. The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.

6.                  LIMITATION OF LIABILITY

6.1               Nothing in these Conditions shall limit or exclude the Supplier's liability for:

(a)                death or personal injury caused by its negligence, or the negligence of its

employees, agents or subcontractors;

(b)                fraud or fraudulent misrepresentation; or

(c)                breach of the terms implied by section 2 of the Supply of Goods and

Services Act 1982 (title and quiet possession).                   

6.2                Subject to clause 6.1:

(a)                the Supplier shall under no circumstances whatever be liable to the        

Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

(b)                the Supplier shall not have any liability for minor breakages or breakages

partly due to a result of fair wear and tear or damage caused as a result of the Customer failing to give clear instructions or where the incident giving rise to the complaint is not reported in accordance with clause 7.1

(c)                the Supplier's total liability to the Customer in respect of all other losses

arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the higher of the amount of fees payable each month for the Services or the amount that the Supplier shall receive from its insurers in relation to a claim made on behalf of the Customer in relation to any loss suffered by the Customer due to the negligent provision of Services by the Supplier.

(d)                The terms implied by sections 3 to 5 of the Supply of Goods and Services

Acts 1982 are, to the fullest extent permitted by law, excluded from the Contract.

6.3               This clause 6 shall survive termination of the Contract.

7.                 CLAIMS AND INSURANCE 

7.1              The Customer shall notify the Supplier in writing of any complaints regarding the Services as soon as reasonably practicable (and in any event no later than 24 hours after it becomes aware of any issue or fault) and any allegations of theft must be reported immediately to the Supplier and the police.

7.2             The Supplier shall investigate any such complaints made in accordance with clause 7.1 without further cost to the Customer and shall endeavor to resolve the complaint within 28 days of it being made aware of the issue. 

7.3              The Customer shall allow the Supplier the opportunity to make good or take remedial action within such 28 day period.

7.4              The Supplier maintains insurance in respect of the performance of its Services and subject to the terms of its insurance policies may recover losses for damage to Property to the Customer provided that:

(a)              The insurance excess fee of £300 for which the Customer is responsible

(b)              the Customer must at its own cost provide a written statement and 

complete all necessary forms for the insurance claim

(c)                the Cleaner shall complete statements to support the Claim (if required

by the insurance company)

(d)                the Customer shall provide all such further information as may reasonably

be acquired in connection with the Claim.

8.                     TERMINATION 

8.1                   Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:

(a)      the other party commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing of the breach;]

(b)      the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;

(c)      the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(d)      the other party (being an individual) is the subject of a bankruptcy petition or order;

(e)      a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;

(f)       an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);

(g)      any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 8.1(b) to clause 7.1(g) (inclusive);or

(h)      the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.

8.2                  Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the  due date for payment.

8.3                  Without limiting its other rights or remedies, each party shall have the right to terminate the Contract by giving the other party one months' written notice.

8.4                 Without limiting its other rights or remedies, the Supplier shall have the right to suspend provision of the Services under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 8.1(b)) to clause 8.1 (i), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

9.                     CONSEQUENCES OF TERMINATION 

9.1                    On termination of the Contract for any reason:

(a)      the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;

(b)      the Customer shall return all of the property of the Supplier which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;

(c)      the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and

(d)      clauses which expressly or by implication have effect after termination shall continue in full force and effect.

10.                    GENERAL 

10.1                  Force majeure:

(a)      For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier 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 or default of suppliers or subcontractors.

(b)      The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

(c)      If the Force Majeure Event prevents the Supplier from providing any of the Services for more than 12 weeks, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.

10.2                  Assignment and subcontracting:

(a)      The Supplier 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.

(b)      The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

10.3                  Notices:

(a)      Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing or by email and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party's main fax number or sent by email to such email address as a party may notify for this purpose (in the case of the Supplier the email address is info@maidoflondon.co.uk) or the last known email address for the person.

(b)      Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by pre-paid first-class post or recorded delivery, at 9.30 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed, or if sent by fax or email, on the next Business Day after transmission.

(c)      This clause 10.3 shall not apply to the service of any proceedings or other documents in any legal action.

10.4                  Waiver:

(a)      A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

(b)      Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.

10.5                  Severance:

(a)      If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.

(b)      If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

10.6                  No partnership:

Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

10.7                  Third parties:

A person who is not a party to the Contract shall not have any rights under or in connection with it.

10.8                  Variation:

Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by the Supplier.

10.9                  Governing law and jurisdiction:

This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.