Lan Services Ltd trading as Commercial Washrooms Terms and Conditions of Subcontract
The following terms and conditions apply to the supply of services and the sale of goods by you (the ‘Contractor’) to Lan Services Limited t/a Commercial Washrooms (the ‘Company’).
1. Definitions and Interpretation
1.1 In this Agreement the following terms shall have the following meaning unless the context requires otherwise:
Best Practice: has the meaning given in Clause 3.1;
Commencement Date: [INSERT DATE];
Customer: the entity who has engaged the Company for the execution of the Services;
Data Protection Legislation: the General Data Protection Regulation 2016/679 (GDPR) and any national implementing laws, regulations and secondary legislation in the United Kingdom relating to the processing of personal data and the privacy of electronic communications, as amended, replaced or updated from time to time and any successor legislation to the GDPR or the Data Protection Act 1998.
Instructions: the Company’s written or verbal instructions to the Contractor which relate to the Services and which shall form a part of and be incorporated into this Agreement; Products: any goods supplied by the Company for use by the Contractor in performing the Services;
Services: such services as shall be performed by the Contractor in accordance with the particulars set out in the Instructions;
Site: the place where the Services are to be performed by the Contractor;
Termination Date: the date on which the Contractor’s appointment under this Agreement is terminated;
Working Day: a day other than a Saturday or Sunday or public or bank holiday in England.
1.2 A reference to a Clause is to a clause of this Agreement. Clause headings shall not affect the interpretation of this Agreement.
1.3 Any additional documents referred to in this Agreement form part of this Agreement and shall have effect as if set out in full in the body of this Agreement and any reference to this Agreement includes such additional documents.
1.4 Any reference to parties means the parties to the Agreement and party shall be construed accordingly.
1.5 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.6 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 or following those terms.
1.7 A reference to one gender includes a reference to the other gender.
1.8 Words in the singular include the plural and in the plural include the singular.
1.9 Where this Agreement is executed on behalf of the Contractor’s Company, the signatory will be deemed to be an officer of that Company.
2.1 With effect from the Commencement Date, the Contractor is appointed as a contractor to the Company under the Agreement, subject to termination of the Agreement in accordance with the provisions of Clause 9, upon which event the Contractor’s appointment hereunder shall also terminate.
2.2 The Contractor accepts the appointment as an independent contractor and agrees to provide the Services at the Site on the dates and times and/or for the duration stipulated in the Instructions.
2.3 The Company reserves the right to appoint other service providers in respect of the Services and similar services and the Contractor acknowledges that its appointment under this Agreement is non-exclusive.
2.4 The Company does business only on the terms and conditions of this Agreement and the Contractor shall be deemed to accept those terms and conditions to the exclusion of all others, including the Contractor’s own business terms.
3. The Contractor’s Obligations
3.1 The Contractor shall provide the Services:
(a) with all due skill and diligence and in a good and workmanlike manner, and in accordance with the best practice within the industry of the Contractor (Best Practice);
(b) in accordance with the Instructions and all other terms of this Agreement;
(c) strictly within the remit and scope of this Agreement;
(d) in accordance with any other instructions as may from time to time be issued by the Company; and
(e) in a timely manner.
3.2 In addition to the general obligations set out in Clause 3.1, the Contractor shall:
(a) use reasonable skill, care and diligence to ensure compliance with Site rules, safety and security procedures notified by the Company and all health and safety regulations required by law;
(b) use personnel who are suitably qualified, skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Contractor’s obligations are fulfilled in accordance with this Agreement;
(c) maintain full co-operation with the Company during the execution of the Services and shall promptly provide the Company with such information regarding the Contractor’s performance of the Services as may reasonably be requested by the Company from time to time;
(d) ensure that it holds and maintains all relevant licences, permits and authorisations to allow the lawful performance of the Services at all times;
(e) not do or omit to do anything which may cause the Company to lose any licence, authority, consent or permission on which the Company relies for the purposes of conducting its business;
(f) cause the minimum level of disruption reasonably possible in performing the Services; and
(g) at all times be respectful of all property at the Site and act in a professional manner towards and be respectful and courteous to all persons at the Site.
3.3 The Contractor will be responsible for arranging access to the Site. The Company will not be held responsible for any costs incurred by the Contractor for failure to arrange access.
3.4 The Contractor will have access only to such parts of the Site as are reasonably necessary for the purpose of providing the Services and shall not enter any other parts of the Site.
3.5 If it becomes apparent to the Contractor that the commencement, progress or completion of the Services is, or is likely to be delayed, the Contractor shall immediately give written notice to the Company of the cause or causes of the delay and the anticipated effect and length of the delay, together with an estimate of the expected delay, if any, in the completion of the Services.
3.6 Without affecting any other rights or remedies of the Company, if the Contractor fails to provide the Services in accordance with this Agreement, the Company shall be entitled to:
(a) make such abatements from any sums due to the Contractor under this Agreement as may reflect the reduced value of the Services provided by the Contractor; and/or
(b) require the Contractor to re-perform or make all necessary corrections to the Services immediately, at the Contractor’s cost.
3.7 All timescales and dates in the Agreement must be met by the Contractor. Any failure to meet any such timescales and dates shall be treated as a material breach which cannot be remedied and shall entitle the Company to terminate this Agreement without affecting any other of the Company’s rights or remedies.
3.8 Representatives of the Company may undertake unannounced inspections of the Services being performed in order to monitor the Services.
3.9 The Contractor shall not be permitted to undertake any work for the Customer that is not specified in the Instructions without obtaining the Company’s prior written or verbal consent.
3.10 In performing the Services, the Contractor shall, in an accurate and timely manner, comply with all internal processes of the Company, including the Company's completion and handover processes.
4. Equipment and Resources
4.1 The Contractor shall, at its own expense, provide all of the Contractor’s equipment, tools and such other items as are necessary for the proper execution of the Services and shall keep all such items in good repair and safe condition.
5. Risk and Possession
As and between the Company and the Contractor any and all Products shall be deemed to be in the possession of and at the risk of the Contractor for the entire time that the Services are being performed up until such time as the performance of the Services has been completed.
6. Price and Payment
6.1 The total price to be paid for the Services shall be the sum stipulated in the Instructions. VAT will be added at the appropriate rate, where applicable.
6.2 The Contractor is deemed to have considered the details of the Services and to have full knowledge of any and all conditions at the Site and to have satisfied itself regarding any circumstances, conditions or restrictions which may affect the Services and the Contractor shall not be permitted to claim for any additional costs or expenses whatsoever, unless otherwise agreed by the Company and detailed in the Instructions.
6.3 All invoices shall be submitted by the Contractor to the Company:
(a) in such a manner or format; and
(b) at such times or intervals; and
(c) in such amounts or percentages; as shall be detailed in the Instructions.
6.4 Unless otherwise stated in the Instructions, the Company shall pay each correctly submitted invoice within 30 days following the date of receipt by the Company of such invoice.
6.5 The Company shall be entitled to set off against the price any sums owed to the Company by the Contractor whether under this Agreement or any other contract or arrangement between the parties, or otherwise recovered as an outstanding debt to the Company.
6.6 In the event that there are periods when there are no Services for the Contractor to perform, the Contractor shall not be paid anything for those periods. The price payable to the Contractor is only payable in respect of Services actually provided.
6.7 Subject to the provisions of Clause 3.9, the Company shall not be liable to pay the Contractor for any work that is not specified in the Instructions.
6.8 The Contractor shall be responsible for the payment of its own Income Tax and National Insurance on any sums paid to it by the Company under this Clause 6.
7. Confidentiality ,Intellectual Property Rights and Data Protection
7.1 The Contractor acknowledges that during the course of its appointment under this Agreement it may obtain knowledge of trade secrets and also other confidential information with regard to the business and financial affairs of the Company and those of the Customer (whether in written form or otherwise), details of which are not in the public domain (Confidential Information) and the Contractor hereby undertakes to the Company that it shall not at any time on or after the Commencement Date or the Termination Date:
(a) disclose to any person other than to officers or employees of the Contractor whose business it is to know the same any Confidential Information (save as required by law) and it shall use its best endeavours to prevent the disclosure of any Confidential Information by any other person;
(b) use the Confidential Information other than in connection with the provision of the Services; or
(c) make any reference to the Company or the Customer for advertising, marketing or publicity purposes without the Company’s prior written consent.
7.2 The Contractor will take all reasonable measures to avoid disclosure, dissemination or unauthorised access to or use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of the same or a similar nature. The Contractor will segregate Confidential Information from the confidential materials of third parties to prevent co-mingling.
7.3 The Contractor will notify the Company immediately upon discovery of any unauthorised use or disclosure of Confidential Information. The Contractor will co-operate with the Company in every reasonable way to help the Company regain possession of such Confidential Information and prevent its further unauthorised use.
7.4 If so requested by the Company at any time by notice in writing to the Contractor, the Contractor shall:
(a) destroy or return to the Company all documents and materials (and any copies) containing, reflecting, incorporating or based on Confidential Information;
(b) erase all Confidential Information from its computer and communications systems and devices used by it, or which is stored in electronic form;
(c) to the extent technically and legally practicable, erase all Confidential Information which is stored in electronic form on systems and data storage services provided by third parties; and
(d) certify in writing to the Company that it has complied with the requirements of this Clause 7.4.
7.5 The Contractor acknowledges that disclosure or use of Confidential Information in violation of Clauses 7.1 to 7.4 above could cause irreparable harm to the Company for which monetary damages may be difficult to ascertain or may be an inadequate remedy. The Contractor therefore agrees that the Company will have the right, in addition to its other rights and remedies, to seek and obtain injunctive or other equitable relief for any breach or anticipated breach of Clauses 7.1 to 7.4 above.
7.6 The restrictions set out in Clauses 7.1 to 7.5 above shall cease to apply to information or knowledge which comes into the public domain otherwise than by reason of the default of the Contractor.
7.7 The Contractor shall not at any time on or after the Termination Date use the name of the Company in connection with its own or any other name in any way calculated to suggest that it continues to be connected with the business of the Company or in any way hold itself out as having such connection.
7.8 The Contractor acknowledges and agrees that all and any intellectual property rights developed by either party in respect of the Services or their performance, or otherwise arising in respect of the Services or their performance, shall vest solely in the Company and the Contractor agrees not to contest the Company’s ownership or use of any such intellectual property rights.
7.9 The Contractor shall:
(a) comply with its obligations under the Data Protection Legislation in relation to its processing of any personal data disclosed to the Contractor by or on behalf of the Company or otherwise obtained by the Contractor in the course of performing the Services;
(b) keep such records and information as are necessary to demonstrate compliance with the Data Protection Legislation in relation to the processing of any personal data referred to in sub-clause (a) above and promptly provide them to the Company on request; and
(c) permit the Company to have access to the Contractor's premises, personnel and records, without notice, to the extent reasonably required for verifying compliance with the Data Protection Legislation.
8.1 In order to protect the value of the Company’s customer contacts, the Contractor undertakes, in relation to any services similar or connected to the Services, during this Agreement and for 12 months after the Termination Date, not to directly or indirectly (including through any associated companies) solicit orders on its own account from, nor supply, quote, tender or carry out any services on its own account whatsoever for, the Customer.
8.2 Should the Customer approach the Contractor, the Contractor will refuse any such approach and refer the Customer to the Company.
8.3 If the Customer will only deal with the Contractor, or if the Contractor acts in breach of this Clause 8, the Contractor shall pay to the Company an amount equal to the amount that the Company would have earned on the transaction had the supply been made through the Company.
9. Termination of Agreement
9.1 The Company shall have the right at any time to terminate this Agreement by not less than one month’s notice in writing to the Contractor. In addition, the Company shall have the right to terminate this Agreement with immediate effect at any time by written notice to the Contractor without any payment in lieu in the event of the Contractor:
(a) being in material or persistent breach of any of the terms of this Agreement and if the breach is capable of remedy, failing to remedy such breach within 15 Working Days of receipt of a request to do so;
(b) having a bankruptcy or insolvency order made against it or making any composition or arrangement with creditors generally, being wound-up other than for the purpose of a bona fide scheme of solvent reconstruction or amalgamation, becoming subject to dissolution, administration, receivership (administrative or otherwise), or being unable to pay its debts as they fall due, or ceasing to trade;
(c) becoming incapable for any reason of efficiently performing the Services; or
(d) doing any act or thing prejudicial to the interests of the Company or which may bring the Company into disrepute;
and the Contractor shall have no claim against the Company in respect of the termination of the Agreement for any of the reasons specified pursuant to Clause 9.1 (a)-(d).
9.2 On termination of this Agreement for any reason, the Contractor shall, where applicable, take immediate steps to bring to an end its performance of the Services in an orderly manner but with all reasonable speed and economy. In addition, the Contractor shall deliver to the Company all Confidential Information of the Company and all correspondence and documentation relating to the Services which may be in the Contractor’s possession on the Termination Date.
10. Limitation of Liability
To the fullest extent permitted by law, the Company shall not be liable to the Contractor for any costs, expenses, loss or damage (whether direct, indirect, special or consequential) arising from any of the rights and obligations of either party under this Agreement or otherwise arising and any liability of the Company shall in any event be limited to the price paid to the Contractor in the month immediately preceding the date of the claim or claims in respect of which liability is alleged. Nothing in this Clause 10 shall have the effect of excluding or limiting any liability of the Company for death or personal injury caused by its own negligence.
11. Liability, Indemnity and Insurance
11.1 The Contractor shall be liable for and shall indemnify the Company from and against any and all claims, demands, proceedings, damages, losses, liabilities, costs, charges and expenses (including professional fees on a full indemnity basis) of whatever nature which are brought against or incurred or suffered by the Company arising out of or in connection with the Contractor’s breach of this Agreement or negligence or otherwise arising out of or in connection with the Contractor’s activities in relation to this Agreement, including but not limited to claims for:
(a) death or personal injury;
(b) loss of or damage to property;
(c) any economic loss, loss of profit, revenue, anticipated savings, data, use, contract, goodwill, opportunities or business; and
(d) any indirect or consequential loss or damage, in each case whether suffered by the Company, the Customer or any other third party.
11.2 The Contractor shall take out and keep in force suitable Public Liability insurance against its liabilities under this Agreement in such an amount as may reasonably be stipulated by the Company and shall demonstrate the same to the Company at all reasonable times.
11.3 The provisions of Clause 11.1 shall cover any losses, damages, claims, demands, proceedings, liabilities, costs, charges and expenses arising directly or indirectly from the performance of the Services and also from the Contractor’s possession of any Products.
12. Assignment and Sub-Contracting
The Contractor shall not sub-contract or otherwise delegate the performance of any part of the Services under this Agreement without the prior written consent of the Company. Such consent, if given, shall in no way relieve the Contractor of its responsibilities under this Agreement.
All notices shall be in writing and shall be deemed to have been duly given when delivered by hand, posted by pre-paid first class post or sent by email to the intended recipient at the address stated in this Agreement or to such other address as that party may specify to the other in writing. Notices sent by email shall be deemed received the first Working Day following such sending, and notices which have been posted as above shall be deemed received on the second Working Day following posting.
14. No Employment, Joint Venture or Partnership
Nothing in this Agreement shall render or be deemed to render the Contractor an employee or agent of the Company, nor shall anything in this Agreement give rise to or be deemed to give rise to a joint venture relationship or partnership between the parties.
15. Entire Agreement
This Agreement contains the entire agreement and understanding of the parties relating to the subject matter of this Agreement and extinguishes all and any previous agreements between the parties relating to the subject matter hereof.
16. Third Party Rights
No person who is not a party to this Agreement shall have any rights to enforce any term of the Agreement.
17. Survival of Causes of Action
The termination of this Agreement howsoever occurring shall not affect the rights and liabilities of the parties already accrued at the Termination Date nor affect the continuance in force of such of its provisions as are expressed as or capable of having effect after such termination.
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction, such provision shall be severed and the remainder of the provisions of this Agreement shall continue in full force and effect as if this Agreement had been executed with the illegal or unenforceable provision eliminated.
Failure of either party to insist upon strict performance of any provision of this Agreement or the failure of either party to exercise any right or remedy to which it is entitled hereunder shall not constitute a waiver thereof and shall not cause any of the obligations under this Agreement to be diminished.
20. Law and Jurisdiction
This Agreement is governed by the laws of England and Wales and the parties submit to the exclusive jurisdiction of the Courts of England and Wales.