Here are our Standard Terms & Conditions… These Terms form the basis of every standard Agreement with our Clients unless others are mutually negotiated and accepted of course…
1 DEFINITIONS
1.1 In these terms and conditions:
“Agreement Term” means the term of the Services Agreement or Quote Document as specified in the paragraph 1 of this agreement;
“Charges” means the Organisation’s charges for the Services as stated in the Services Agreement or Quote Document, together with any charges for additional services agreed by the parties, in each case as varied from time to time in accordance with the terms of the Services Agreement or Quote Variations as may be appropriate or necessary;
“Customer” means the customer specified in the Services Agreement or Quote Document;
“Organisation” means The FM Company UK Ltd;
“Services Agreement” means the agreement which incorporates these terms and conditions, and references to the Services Agreement shall include references to these terms and conditions;
“Quote Document” means the document or other correspondence detailing the Scope of Works to be undertaken by the Organisation which is deemed to be accepted by the Customer prior to works being carried out
“Services” means the services as described in the Services Agreement or Quote Document and in any Services Specification, together with any additional services of Scopes of Works agreed by the parties from time to time; and
“Services Specification” means any document, whether referred to in the Services Agreement or Quote Document or otherwise agreed in writing between the parties, which contains a specification of the services to be provided by the Organisation. And/or those tasks outlined within the Scope of Works in any Quote Document
1.2 In the Services Agreement or Quote Document the plural includes the singular and vice versa; a reference to any person includes a reference to any individual, partnership or Organisation; a reference to any document includes a reference to any amended, revised or modified version of that document and or the Quote Document, or any replacement for that document; words and expressions defined in the Companies Act 1985 (as amended) shall bear the meanings assigned to them therein; and the headings are for convenience only and shall be ignored when construing or interpreting the Services Agreement, the Quote Document and/or any Quote Variations.
2. DURATION
2.1 The Services Agreement or Quote Document shall be and continue in force and effect for the Agreement Term.
3. SERVICES
3.1 Provision: The Organisation shall provide the Services and the Customer shall accept and pay for the Services, on and subject to the terms of the Services Agreement or Quote Document and these terms and conditions.
3.2 Services Specification: Each party shall comply with the Services Specification.
3.3 Instructions: The Organisation and its officers, employees, agents and contractors shall be entitled to assume that any instructions or information received from the Customer or its officers, employees, agents and contractors, are given with the appropriate authority, and are true, complete and accurate.
3.4 Additional Duties: Subject to Clause 3.6, the Customer may request reasonable additional one-off or temporary duties related to the Services. If any such duties are in the opinion of the Organisation to be performed regularly or outside agreed working hours, then they shall be dealt with by way of a variation in accordance with Clause 3.5.
3.5 Variations to the Services or Quotations: Subject to Clause 3.6, either party may propose reasonable variations or additions to the Services by notice in writing to the other. The Organisation shall be entitled to make a reasonable adjustment to the Charges as a result of any proposed variation. The Customer and the Organisation shall negotiate in good faith with a view to agreeing any proposed variations and adjustments to the Charges.
3.6 Excluded Services: The Organisation and its officers, employees, agents and contractors shall be entitled to refuse to perform any additional services where in their opinion the services are not ones which they are adequately trained or qualified to perform, or are not of a type which they are normally employed to do, or are illegal, immoral or offensive, or are not reasonably related to Services or Scope of Works already being provided by the Organisation, or are of a strike breaking nature.
4. CUSTOMER’S OBLIGATIONS
4.1 Service Information: The Customer shall promptly provide the Organisation on request with all such information which the Organisation reasonably requires to perform the Services and shall (1) ensure that all information which the Customer provides to the Organisation is true, complete, accurate, and adequate, (2) promptly inform the Organisation of any changes to any such information, (3) provide any additional information which the Organisation may require as soon as reasonably possible, and (4) confirm the accuracy of any information held by the Organisation promptly following any request.
4.2 Access and Facilities: The Customer shall provide to the Organisation on request all reasonable facilities and assistance which the Organisation reasonably requires to perform the Services, including appropriate rights of access to any premises where the Services are to be performed, and suitable office facilities at any premises where the Services are to be performed (including a telephone and a power supply).
4.3 Acts of Employees: The Customer shall promptly notify the Organisation of any wrongful, negligent, criminal, or dishonest act or omission of any employee of the Organisation providing the Services of which it becomes aware.
5. CHARGES
5.1 Charges: The Customer shall pay to the Organisation the Charges for the Service.
5.2 Public and Bank Holidays: Unless otherwise agreed, the Organisation shall for work carried out during these dates, charge double the hourly rate, as defined in the original Quote Document and or Site survey document
5.3 Annual Variation: Unless otherwise agreed, the Organisation shall increase the Charges as from each anniversary of the date of commencement of the Agreement Term by 3% of the hourly charge rate.
5.4 Statutory Changes: Unless otherwise agreed, the Organisation may increase the Charges by notice in writing to the Customer by a reasonable amount to recover any increased costs or expenses suffered or incurred by the Organisation in providing the Services (including increased wages bills) as a result of any amendment, revocation, replacement or coming into force of any statute, statutory instrument, directive, regulation, order, or other law.
6. PAYMENT
6.1 Payment Terms: The Organisation shall be entitled to invoice the Customer for the Charges and the Customer shall pay the Organisation’s invoices within 30 days or as otherwise agreed in writing by the parties.
6.2 Default Payment Terms: In the absence of any other agreed payment terms, the Organisation shall be entitled to invoice the Customer for the Charges in respect of any Services provided in a week at any time following the end of that week, and the Customer shall pay the Organisation’s invoices within 30 days of receipt.
6.3 Interest: The Organisation shall be entitled to charge daily interest (compounded monthly) on any overdue amounts (whether formally demanded or not) at the rate of 3% per year above the base lending rate of Royal Bank of Scotland plc for the time being in force, running from the date when such amounts were due until the date of payment (before as well as after any judgment).
6.4 VAT: All Charges and other amounts payable under the Services Agreement or Quote Document are exclusive of value added tax, and any other applicable sales tax, which shall be payable in addition at the rate ruling from time to time.
6.5 Set Off: All Charges and other amounts to be paid by the Customer under the Service Agreement shall be paid in full without deduction or withholding and the Customer shall not be entitled to assert any credit, set off, or counterclaim against the Organisation in order to justify the withholding payment of such amounts in whole or in part.
6.6 Time of Essence: Payment of the Charges and the time for payment of the Charges under the Services Agreement or Quote Document shall be of the essence of the Services Agreement or Quote Document.
7. TERMINATION/CESSATION
7.1 Early Termination: Either party may terminate the Services Agreement or Quote Document at any time in writing giving three (3) calendar months notice, if:
7.1.1 Breach: the other party commits a material breach of the Services Agreement or Quote Document and (if capable of remedy) fails to remedy such breach within 30 days after receipt of notice specifying the breach and requiring the same to be remedied;
7.1.2 Insolvency (Companies): where the other party is a Organisation, it shall be unable to pay its debts (within the meaning of Section 123 of the Insolvency Act 1986, but as if in that Section the sum of £10,000 was substituted for the sum of £750) or shall be liquidated or wound up, or have a petition for winding up presented against it which is not withdrawn in 30 days, or it shall pass a resolution for voluntary winding up, or if a petition for the appointment of an administrator is presented against it, or if it has a receiver or administrative receiver appointed to the whole or any part of its undertakings of assets, or if it shall convene any meeting of its creditors or make an arrangement or otherwise compound or compromise with its creditors;
7.1.3 Insolvency (Individuals/Partnerships): where the other party is an individual or partnership, any person comprised in the other party becomes unable to pay his debts (within the meaning of Section 268 of the Insolvency Act 1986) or is subject to an interim order, or commits any act of bankruptcy, or makes a voluntary arrangement with his creditors.
7.2 Overdue Charges: If any Charges payable by the Customer become overdue, and the Customer shall not pay such Charges within 21 days after receipt of notice from the Organisation requesting payment, the Organisation shall be entitled to terminate the Services Agreement or Quote Document immediately by further notice in writing to the Customer.
7.3 Effect of Termination: Except where expressly stated to the contrary, the rights and obligations of the parties under the Services Agreement or Quote Document shall cease immediately upon expiry or termination of the Services Agreement or Quote Document. However, expiry or termination shall not affect any accrued rights, obligations or liabilities.
7.4 Return of Property: On expiry or termination of the Services Agreement or Quote Document, the Organisation will return any keys or other property of the Customer which has been provided to it in connection with the Services.
7.5 Services After Termination: If the Organisation has any legal obligation or duty to continue providing any of the Services for any period of time after termination of those Services or the Services Agreement or Quote Document, the Customer shall be liable to continue to accept and pay for those Services in accordance with the terms of the Services Agreement or Quote Document.
7.6 Survival of Terms: The following terms of these terms and conditions shall survive expiry or termination of the Services Agreement or Quote Document for whatever reason: Clauses 7, 8 and 9.
8. LIABILITY
8.1 Reasonableness: The Organisation has no detailed knowledge of the nature or value of the contents of the premises where the Services are to be carried out and is not an insurer. The Customer does (or should) know the nature or value of the contents of any premises which are the subject of the Services, and agrees that since the potential loss or damage which the Customer might suffer is likely to be disproportionate to the sums that can reasonably be charged by the Organisation, taking into consideration the opportunity afforded to the Customer to negotiate the terms of any limitation set out in this Clause 8, the Customer acknowledges that it is fair and reasonable for the Organisation to limit or exclude its liability. In particular, the Customer agrees and acknowledges that the liability exclusions and financial caps set out in this Clause 8 are fair and reasonable.
8.2 Acts of Subcontractors: Notwithstanding any other provision of the Services Agreement or Quote Document, but without prejudice to any liability of the Organisation for breach of the Services Agreement or Quote Document, the Organisation excludes and shall in no circumstances have any Relevant Liability for any wilful, reckless or deliberate acts or omissions of its Sub-contractors and/or their Employees (including any burglary, theft, arson, or wilful damage by an employee of the Organisation) in each case in the course of performance of or otherwise in any way arising out of or in connection with the Services Agreement or Quote Document, or on or in relation to any premises or property the subject of the Services, unless such act or omission could have been prevented by reasonable supervision by the Organisation.
8.3 Claims by Third Parties: The Customer shall indemnify the Organisation from and against the liability of the Organisation to any person (other than the Customer) for any loss, damage, or liability suffered or incurred by that person for or arising out of (1) the negligence or breach of statutory duty of the Organisation, or (2) the vicarious liability of the Organisation for the acts or omissions (including trespasses, negligence and other torts) of the Organisation’s officers, employees, agents or contractors, in each case in the course of performance of or otherwise in any way arising out of or in connection with the Services Agreement or Quote Document, or on or in relation to any premises or property the subject of the Services (whether such liability is in contract, tort, statute or otherwise) PROVIDED THAT this indemnity shall not extend to (1) any liability of the Organisation for death or personal injury caused by the negligence of the Organisation or of its officers, employees, agents or contractors while acting in the course of their employment, or (2) to any liability for loss, damage or liability to the extent that the Organisation would also be liable to Customer for such loss, damage or liability and assuming that the limitations and exclusions of liability set out in this Clause are valid and enforceable.
8.4 Claims By Sub-contractors & Employees: The Customer shall indemnify the Organisation against any liability of the Organisation for personal injury or death suffered by an employee of the Organisation caused by any negligence of the Customer, or its officers, employees, agents or contractors, or any breach by the Customer of any statutory duty owed by the Customer under the Occupiers Liability Act 1957, or otherwise occurring in the course of the performance by that employee of any of the Services, except in each case to the extent due to the contributory negligence of that employee or sub-contractor.
8.5 Separate Clauses: Each of the Clauses and sub-clauses of 8.1 to 8.5 shall be construed as a separate and severable contractual term, and if one or more of each of such Clauses is held to be invalid, unlawful or otherwise unenforceable, the other or others of such Clauses shall remain in full force and effect and shall continue to bind the parties.
8.6 Insurance: The Organisation may rely on sub-contractors insurance in respect of the Organisation’s accepted liability under this Clause 8. The Organisation shall however hold its own insurances for Professional Indemnity (at least £2,000,000 in value) and Public Liability (at least £5,000,000 in value) at all times.
9. CONFIDENTIALITY
9.1 Each party shall keep confidential any information of the other party disclosed to it in connection with the Services Agreement or Quote Document, and shall only use such information for the purposes of the Services Agreement or Quote Document. A party may not disclose such information except in strict confidence to those of its officers, employees, agents and contractors who need to know the same for the purposes of the Services Agreement or Quote Document, or to any other person where required by law. These obligations shall not apply to any information which a party can establish is already in or subsequently enters into the public domain otherwise than as a result of unauthorised disclosure by that party. A party shall as soon as practicable on request, return or destroy any confidential information of the other party.
9.2 Force Majeure: Neither party shall be in breach of the Services Agreement or Quote Document or otherwise be liable in respect of any delay in performance, non-performance, or defective performance of any of its obligations under the Services Agreement or Quote Document, if such breach, delay, non-performance, or defective performance is caused by or results from any event or circumstance beyond its reasonable control, including act of God, political intervention, war, act of hostile forces, riot, civil disturbance, extensive disruption of public services, fire, flood, drought, accumulation of snow or ice or other adverse weather conditions, failure of power supply, lockout, strike, picket, stoppage or other action by employees of that party or any other person, traffic congestion, mechanical breakdown, obstruction of any premises, road or highway, explosion, fault or failure of plant or machinery, presence of hazards due to defective structure, presence of noxious, toxic or combustible explosive or radioactive substances, any other state of the Customer’s property or premises rendering them dangerous, defaults of agents or contractors where such default is beyond the reasonable control of the agent or contractor concerned, incompleteness or inaccuracy of any information provided breach of the Services Agreement or Quote Document by the other party or any failure of any telecommunications link. Performance of any obligation affected by any such event or circumstance shall be suspended for so long as such event or circumstance continues to affect that obligation.
9.3 Assignment: The Services Agreement or Quote Document is personal to the Customer, and the Customer shall not without the prior written consent of the Organisation assign, transfer, charge, mortgage or otherwise deal in the benefit of the Services Agreement or Quote Document, without the prior written consent of the Organisation. The Organisation may assign or transfer the benefit of the Services Agreement or Quote Document to any person.
9.4 Sub-contracting: The Organisation may sub-contract or delegate any of its rights and obligations under the Services Agreement or Quote Document to any person or Organisation.
9.5 Entire Agreement: The Services Agreement or Quote Document and the documents referred to herein constitute the entire agreement between the parties and supersedes any previous agreements between the parties relating to the subject matter of the Services Agreement or Quote Document. All terms and conditions of the Customer are hereby excluded.
9.6 Warranties: Each of the parties acknowledges and agrees that in entering into the Services Agreement or Quote Document, and the documents referred to in the Services Agreement or Quote Document, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) other than as expressly set out in the Services Agreement or Quote Document as a warranty, and the only remedy available to a party for breach of any warranty shall be for breach of the contract under the terms of the Services Agreement or Quote Document. Nothing in this Clause shall, however, operate to limit or exclude any liability for fraud.
9.7 Variations: No modification, change, variation or amendment of the Services Agreement or Quote Document shall be binding on the parties unless it is recorded in a written document which is signed on behalf of that party by a duly authorised representative of that party.
9.8 Waiver: The failure by any party to exercise, or the delay by any party in exercising, any right, power, privilege or remedy provided by the Services Agreement or Quote Document or by law shall not constitute a waiver thereof nor of any other right, power, privilege or remedy. No single or partial exercise of any such right, power, privilege or remedy shall preclude any further exercise thereof or the exercise of any other right, power, privilege or remedy.
9.9 Invalid Terms: If any provision of the Services Agreement or Quote Document shall be held to be invalid or unenforceable, it shall be deemed to be severable, and the remainder of the Services Agreement or Quote Document shall remain valid and enforceable to the fullest extent permitted by law. In any such case, the parties will negotiate in good faith with a view to agreeing one or more provisions which may be substituted for such invalid or unenforceable provision in order to give effect, so far as practicable, to the spirit of the Services Agreement or Quote Document.
9.10 Notices: Any notice under the Services Agreement or Quote Document shall be in writing and sent by hand, first class post or facsimile to the correspondence address of the Organisation or the Customer set out in the Services Agreement or Quote Document (or such other address as a party shall notify to the other in accordance with this Clause). Notices shall be deemed to have been received in the case of notice by hand, on delivery, by post, on the second day after the day of posting, and by facsimile, on completion of uninterrupted transmission.
9.11 Governing Law: The Services Agreement or Quote Document shall be governed by and construed in accordance with the laws of England and Wales, and the parties hereby submit to the exclusive jurisdiction of the English courts.
