SUPPLY OF SERVICES TO THE CLIENT AGREEMENT SUMMARY – BRIGHT HYGIENE
- Terms The terms and conditions set out hereunder and as set out within a contract represent the entire agreement between Bright Hygiene Management (London) Ltd. (*the Supplier*) and the Client (*the Client*) relating in any way whatsoever to the supply of services by the Supplier pursuant to this Agreement and accordingly such terms and conditions supersede all previous terms and conditions and neither party places any reliance upon, any and all prior representations (not limited to but including drawings, specifications, performance figures and other data information howsoever communicated by the Supplier to the Client including any sales literature, price lists or other documents or information issued by the Supplier) and the Client hereby acknowledges that except as expressly stated in the Agreement, the Client has not been induced to enter this Agreement by any representation whether oral or in writing by the Supplier, it’s employees, servants or agents.
- Services Provided The supplier will provide the following Services to the best of their ability under guidance from the Client, Kitchen Deep Cleaning, Ventilation Deep Cleaning, High Level Cleaning, grease filter cleaning (* The Services*) and any other synergetic services the supplier may be able to provide as required by the client.
- Quality Control The Supplier warrants that the services will be performed in a professional manner consistent with the industry standards. The Supplier will take every precaution to ensure the clients expectations of delivery are met by employing quality control measures, regular contact, education of clients, satisfaction / sign off notices, the contracting of The Customers View to gain feedback and any other control measures the supplier sees fit to put in place to ensure maximum quality output. The information will be fed back on a quarterly basis to the Client if required. When the consortium model is applicable a self-policing will be adopted in addition whereby services are verified / benchmarked, and quality checked by opposing members on a 6-monthly rotation.
- Prices (a) Unless expressly stated otherwise, all prices quoted are net prices. Any applicable value added tax or any other sales tax excise duties paid payable by the Supplier shall be payable by the Client (b) The schedule of service prices for the agreed specification will remain fixed for two years from the Service Commencement Date, at which point they will be subject to review by the Supplier, within a reasonable rate of inflation. (c) The terms of this Agreement shall be deemed to have been conclusively accepted by the client if a signed agreement is forwarded back to the Supplier and thereafter no variation to any of the terms of the agreement shall be effective unless agreed in writing by duly authorized signatories of both the Client and the Supplier. (d) In the event of the Client (site) cancelling all or part of an order a cancellation charge (abortive) charge of 50% of the agreed price may be levied if cancellation takes place with less than 48 hours working days notice or if Client (site) does not comply with reasonable requests
made by the Supplier. Please be advised we will take every precaution to ensure this is a last resort measure only. (e) The Supplier reserves the right to revise the prices quoted at any time in the event of changes in legislation or the introduction of European Directives which increases the cost of supply of service. Nothing in this agreement, shall prevent the Supplier from exercising the right to review and increase the standard daily fee rates, at any time in the event of unforeseen circumstances that increase the costs of providing the Services (for example where additional panels are used), particularly where the Supplier forms the opinion that incurring such costs would bring the Client in line with legislation, industry standards, health and safety rules and regulations and any other such provisions. (f) Prices will be calculated using a strict pricing matrix that the Supplier employs to ensure parity in quoting. The Supplier’s standard daily fee rates for each individual person are calculated on the basis of an eight-hour day, inclusive of meal breaks, as well as time spent setting-up and clearing away equipment. Where, at clients request and or site restrictions require the team to complete works within a given timeframe period, less than the 8 hours required. The Supplier reserves the right to charge for additional manpower to facilitate the completion of the works either within the given time or at an alternative time/date suitable to the client’s requirements. (g) The Supplier will match a competitor’s quotation, if, in the event a cheaper service is sourced. The competitor’s quotation must be provided in order to ensure they are “like for like” and the competitor themselves must have comparable qualifications, insurances and memberships to appropriate governing bodies. (h) In the event that the Client has not cleared down their facilities sufficiently on arrival to the satisfaction of the Supplier, in order to allow a Service to be provided under any Specification, without prejudice and in addition to, any other right or remedy that the Supplier may have, a charge of £200.00 shall be levied by the Supplier on the Client, plus another £200.00 charge should the Supplier have to return Client’s Equipment, fixtures and fittings or any other items after provision of the Services.
- Suppliers Obligations (a) The Supplier agrees to provide such services as detailed on the Site-Specific Quotation for the prices stated. (b) The Supplier agrees after the provision of the service, to leave the Clients fixtures and fittings connected with the service in the same order and condition as they were prior to the commencement of these services. Any defects noted during the provision of the service by the Supplier with regards the Clients equipment and or fixtures and fittings will be reported to the Clients site representative. (c) The Supplier agrees to provide appropriately trained staff to carry out the services required and provide all Risk and Method Statements prior to the service being carried out. (d) The Supplier will adhere to any government / legislative and/or insurance requirements in the provision of service including, but not exhaustively; Specification 038, HVCA guidelines (any and all), NHS Cleaning Specifications and Monitoring, Environmental Health best practice guidelines. (e) The Supplier will certify site specifically that works have been carried out for all services undertaken on Client (sites) behalf. (f) Photographic evidence will be retained for all Client (site) services and stored for a period of one year, the Client has a right to request this evidence within this time frame at no additional cost.
(g) The supplier agrees to provide fit for task equipment and chemicals, appropriate training and correct Personal Protective Equipment for all employees including site representatives if so required. (h) The Supplier will highlight any areas of concern to the Client, including but not limited to; faulty equipment, cracked structure, incorrect chemical usage, appropriate daily maintenance regimes guidance, faulty equipment, unsafe electrical / gas supplies, any circumstances that may lead to RIDDOR reportable issue. (i) The Supplier has the right and obligation to refuse to carry out services where the Client (site) is negligent in ensuring Health and Safety best practice. Any failures will be noted to the Client and escalated further than area of concern at the earliest convenience. The Supplier agrees to assist the Client (site) in rectifying the disclosed areas. (j) The Supplier agrees that if a service is raised as an emergency it will take priority over planned preventative maintenance services and shall be serviced as such within 48 hour period. The definition of emergency will be thus; If the Client cannot carry out services due to disruption caused by fire, flooding etc or a requirement has been made of the Client to undertake immediate action that failure to do so could lead to site closure. (k) The Supplier agrees to price based on a pricing matrix. (l) Where the consortium model is used the lead contractor / Supplier agrees to ensure all Service Level Agreement points are adhered to by all members and back to back contracts / requirements are issued to all relevant parties. (m) The Supplier agrees to act upon a request from the Client within three working days to provide a survey. A survey will then be arranged for a date as soon as practicably possible for both parties. The quotation will then be forwarded to the site no less than five working days after the initial survey is carried out. (n) The Supplier agrees that orders will be placed by the site teams by email or purchase order. The Supplier will not ask Client units to sign any customer agreements other than those on Clients specified terms. For avoidance of doubt, a copy of the Clients Purchase and services contracts to be used will be sent to Supplier at the commencement of the contract should a local agreement of any kind be required, The Clients sites will however be required to sign a confirmation letter of service, which will require them to confirm date of service and adherence to our basic requirements (Hot water provision, clearing down, informing securing etc) This letter will not form an ongoing contract for services but is used on a service by service basis. (o) The Supplier will undertake to remove from the Clients premises at the end of each working shift, and upon completion of service, all materials and equipment brought onto the Clients premises will be removed by the Supplier. (p) In the event that the Service levels of The Suppliers are disputed by any site, The Supplier will ensure that the Client site is contacted the next working day, following the provision of the Services by The Supplier to discuss any issues the site may have with the Services provide by The Supplier and response times that Supplier must adhere to are as set out below. Bright Hygiene shall follow up telephone call to be made to the site the next working day.
- In relation to Minor issues raised by the Client where The Supplier are determined to be at fault, (i.e. issues that do not materially affect the operation of the Client Sites) The Supplier will arrange for its service team to return to the site within 48 hours unless this is inconvenient to the site, to rectify the issue at no cost to the Client. All costs shall be borne by The Supplier entirely. 2. In relation to Major issues raised by the Client site (i.e. issues that materially affect the operation of the sites) Where the Supplier are determined to be at fault\ the Supplier will arrange for their service team to return to the Site within 48 hours unless this is inconvenient to site, to rectify the issue entirely at the Suppliers cost. This however
does not include material damage to equipment or structure where there is a pre-existing issue that has been highlighted rather than caused by the Supplier.
- Clients Obligations (a) It is the responsibility of the Client:
- To ensure the premises are safe for the employees of the Supplier to carry out their work, informing the Supplier of any site-specific health and safety rules and regulations. 2. To ensure all access and on-site safety equipment is inspected at regular intervals in
accordance with statutory requirements. 3. To not request for the supplier, its agents, sub-contractors, consultants or employees, to deviate from the agreed Specification unless the Client has the requisite authority to do so and agrees to pay any additional charges and payments. 4. To notify the Supplier of any complaint under statutory provisions and to indemnify the Supplier against any claim arising from a breach by the Client of any statutory provisions. 5. Not to prevent the Supplier from performance of its duties under statutory provisions
or under terms of any Agreement. 6. To gain appropriate information from their client as to the minimum frequency of
service, dictated within insurance policies. 7. To pass on all relevant information to their client, including, but not limited to, pre and
post service ventilation reports and certification.
(b) The Client shall provide, prior to and during provision of the service all necessary lighting and electrical power supply of 240 volts (which will be converted to 110 volts), within the areas where the service is to be carried out and the costs of any electrical usage by the Supplier in carrying out the service are to be provided free of charge by the Client. (c) The Client shall ensure that an adequate supply of domestic hot water is available in the areas where the service is to be provided for use by the Supplier whilst the service is being carried out. (d) The Client prior to the commencement of the service by the Supplier shall ensure that all equipment, shelves and racks within the scope of the service, are free of any cooking oils, foodstuffs, cooking equipment and cutlery. (e) The Client shall provide a contactable (24 hours) site representative, to enable the Supplier to gain access to all areas where the service is to be carried out. The Clients site representative will be nominated prior to commencement of the service and will also be available to the Supplier should any problems occur whilst the service is taking place. (f) The Client will give full access to the Suppliers employees or agents to enable the Supplier to carry out its services hereunder shall be deemed to have been provided and full payment shall be made to the Supplier in respect of such services to compensate for the loss of time. The Supplier may levy a delay fee on the Client of £10 per hour per worker for any loss of time. There shall be additional charges payable by the Client should the Supplier have to split any particular service to be carried out at different times. (g) The Client shall ensure that any issues following a deep clean are raised with Bright Hygiene within 48 hours of completion of the service, if not raised either directly or via The Customers View prior to this time frame. (h) Provide access to the service area for a minimum of 8 hours from the agreed start time. (i) The Client will provide the necessary information for the Supplier to contact the sites to arrange surveys and services. (j) The site must check and verify that the site-specific specification is adequate and commensurate to their requirements prior to the service being carried out.
(k) The Client shall not, without the prior written consent of the Supplier, at any time from the Commencement Date to the expiry of 12 months after the termination of this agreement howsoever caused, solicit or entice away from the Supplier or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or sub-contractor of the Supplier in the provision of the Services. Any consent given by the Supplier shall be subject to the Client paying to the Supplier a sum equivalent to 20% of the then current annual remuneration of the Supplier’s employee, consultant or sub-contractor or, if higher, 20% of the annual remuneration to be paid by the Client to that employee, consultant or sub-contractor. (l) The Client provide parking spaces on-site for any commercial vehicles that the Supplier requires to bring on-site to provide the services listed in the agreed specification. If suitable parking is not provided on-site, then the Supplier reserves the right to recharge the Client for any costs incurred. (m) The Client must inform the supplier of any site-specific requirements regarding the participation of their staff to complete site inductions, permits to work and submit staff details. The supplier reserves the right to consider any time required to complete inductions when providing a quote for the services required. (n) The Client must specify any site-specific waste management requirements. If the Client requires the Supplier to arrange for the chemical waste produced from their cleaning operations, then the Supplier reserves to charge for this service. (o) The Client must arrange for the isolation of fan units and fire suppression systems in areas where the Supplier has been instructed to work. (p) The Client should arrange for a mechanical and electrical engineer to be present to dismantle components such as fan units to allow for full accessibility to the ventilation system where this has been specified in a previous survey or post clean report.
- Damage or Defects (a) Upon completion of the service by the Supplier, the Client shall immediately examine the service and shall within 3 (three) working days from such completion give written notice to the Supplier of any matter where in the view of the Client the Supplier has not complied with its obligations hereunder including:
- Where the supply of services by the Supplier pursuant to this Agreement have not been supplied in accordance with the Service Level Agreement and/or Site-Specific Specification. 2. Where the damage to the Clients equipment, fixtures and fittings has been caused through the supply of services by the Supplier pursuant to the Site-Specific Specification. An inspection and investigation will be undertaken by the Supplier to verify “At Fault”, where the equipment has been damaged as a direct result of the services provided the Supplier will agree to resolve the breakage and undertake the services of professional company of the Suppliers choosing. When the breakage has been as a direct result of the Clients negligence to maintain, appropriately clean / service the equipment and the service has highlighted this issue the Supplier will not be at fault and not required to compensate under these circumstances. (b) If the Supplier is satisfied that it has caused any damage the Client’s property, including equipment, fixtures or fittings, the Supplier may, if it so chooses, elect to use the services of professional persons chosen by the Client, in order to rectify the damage. (c) The Supplier has no obligation, duty or liability in contract, tort, for breach of statutory duty or otherwise to the Client or any third party beyond that of a duty to exercise reasonable skill and care in providing its services under the terms of this Service Level Agreement in accordance with the specification set within the site-specific specification.
(d) In no circumstances will the supplier be liable to the Client or any third party in contract, tort (including negligence or breach of statutory duty) or otherwise for loss (whether direct or indirect) of profits, business, or anticipated savings or for any indirect or consequential loss whatsoever. (e) The maximum aggregate liability of the Supplier in respect of any one claim or series of claims brought against the Supplier hereunder shall be limited to the value of £2,000,000 insurance cover notified or in force at the time of the incident to which first the claim relates. (f) Each provision of this Condition is to be construed as a separate limitation applying and surviving even for any reason one or other of the said provisions is held inapplicable or unreasonable in any circumstances and shall remain in force notwithstanding termination of the Agreement.
- Contract Period and Termination (a) The Service Commencement Date shall mean the date upon which the service is commenced by the Supplier for the Client pursuant to the terms of the Service Agreement, a commencement date which is mutually agreed between the Supplier and Client (site). (b) During the period agreed at between Supplier and Client the Client shall be obliged to use the service of the Supplier only for specified services as per point 2 and will not nominate further suppliers to provide the same services whilst the contract is still in place. (c) Any cancellation of contract of services will require three calendar months notice in writing by either party to the other. (d) If the Client terminates any agreement set in place prior to the agreed termination period, where an incentive has been put in place any monies paid that are prior to contract commencement will be deemed returnable to the Supplier on a pro rata basis. (e) If the Client is unsatisfied they will allow the Supplier a reasonable length of time in order fulfill any reasonable additional requirements made of the supplier, similarly the Supplier will extend the same level of cordiality to the Client. (f) If the Client fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment. (g) On termination of this agreement for any reason: the Client shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and, in respect of Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt.
- Payment Terms (a) The Supplier will invoice the Client for the services immediately following the completion of each service treatment, providing the Client (site) is happy with services received. The Client shall pay the total price in each invoice, submitted to it by the Supplier (without deduction or set-off) in full and in cleared funds within 30 days of the date of receipt, to a bank account nominated in writing by the Supplier, unless the Supplier agrees otherwise. (b) The Client will pay the Supplier the total sum due within The Suppliers standard terms. (c) When payment of any of the Suppliers invoices is overdue (within a reasonable degree), the Supplier may suspend his performance of the contracts to which the invoice relates and/or of any other contract then subsisting between the Supplier and the Client. (d) In the event of legal action being taken by the Supplier against the Client for breach of payment obligations hereunder, the Client shall be responsible for all costs and disbursements incurred by the Supplier on a full indemnity basis.
(e) Without prejudice to any other right or remedy that it may have, if the Client fails to pay the Supplier on the due date, the Supplier may:
- claim interest under the Late Payment of Commercial Debts (Interest) Act
1998 and the Client shall pay the interest immediately on demand; and
- suspend all Services until payment has been made in full.
- Force Majeure The Supplier shall not be liable to the Client or be deemed to be in breach of the Agreement by reason of delay in performing, or any failure to perform, any of the Suppliers obligations in relation to the service provided under the terms of this Agreement, if the delay or failure was due to any cause beyond the Suppliers reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Suppliers control: (a) act of God, explosion, flood, tempest, fire or accident; (b) war or threat of war, sabotage, terrorism, insurrection, civil disturbance or requisition; (c) acts, restrictions, regulations, by-laws, prohibitions or measures of any kind on the part of
any governmental, parliamentary or local authority; (d) import or export regulations embargoes; (e) strikes, lock-outs or other industrial actions or trade disputes (whether involving employees
of the Suppliers or of a third party); (f) difficulties in obtaining raw materials, labour, fuel, parts or machinery (g) power failure or breakdown in machinery;
- Insolvency, bankruptcy The Supplier shall have the right to terminate the contract forthwith where the Client becomes insolvent or bankrupt or makes arrangements with its creditors or suffers a receiver to be appointed or being a body corporate enters into liquidation (other than a connection with a reconstruction or amalgamation) in any of which cases the Supplier shall have no further obligation hereunder and the price for all goods delivered and work done shall become immediately due and payable.
- Law Applicable These conditions shall be governed and construed in accordance with English Law and all disputes arising in connection therewith shall be submitted to the jurisdiction of the English courts.
- Confidentiality The Supplier and Client will enter a contract that will require complete confidentiality from both parties. The Supplier agrees not to divulge any company secrets or operations or business practices without the Client’s consent to any third party other than where necessary. The recipient may disclose such information:
- to its employees, officers, representatives, advisers, agents or sub-contractors who need to know such information for the purposes of carrying out its obligations under this agreement; and
- as may be required by law, court order or any governmental or regulatory
The parties shall not use any such information for any purpose other than to perform its obligations under this agreement.
Where a consortium model is used, or an external feedback company is used such as “The Customers View”. Any information divulged between these parties will strictly be with the Clients permission only. The Clients confidentiality will be required where a pricing system has been used or any information the Supplier does not feel is acceptable to share without the Suppliers consent.
- Data Protection
The Client and the Supplier acknowledge that for the purposes of the Data Protection Laws, the Client is the Data Controller and the Supplier is the Data Processor. Both parties will comply with all applicable requirements of the Data Protection Laws. The Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Supplier for the duration and purposes of this agreement. The Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Client from time to time. Each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage. Each party shall ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential. The Supplier shall assist the Client, at the Client’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Laws with respect to security or breach notifications; The Supplier shall notify the Client without undue delay on becoming aware of a personal data breach. The Supplier undertakes not to transfer any of the personal data to any country or territory outside the European Economic Area (EEA) without prior written consent. At the written direction of the Client, the Supplier shall delete or return Personal Data and copies thereof to the Client on termination of the agreement unless otherwise required by law. The Client acknowledges and agrees that details of the Client’s name, address and payment record may be submitted to a credit reference agency.
- Escalation of Issues In the first instance all issues must be reported to the Operations Coordinator, who, where appropriate will resolve any remedial issues, reporting to their direct Line Manager the issue and result. Issues requiring a higher level of management will be escalated in line with the company’s internal escalation process.