Infinity Cleaning Services Ltd
TERMS and CONDITIONS OF BUSINESS
Definitions
(a) "The Contractor" means Infinity Cleaning Services Ltd or and of its trading divisions.
(b) "The Customer" means the person, firm or company that accepts the Contractor's quotation to provide the Services
(c) "These Conditions" means the conditions contained or referred to herein and "The Contract" means the
contract made on these conditions between the Contractor and the Customer for the provision of the
Services.
(d) "The Services" means the services described in the Specification.
(e) "The Specification" means the Customer's specification on the basis of which the Contractor has
submitted a quotation to the Customer.
(f) "The Materials" means all materials, plant, machinery and equipment supplied to the Customer by the Contractor in connection with the Services.
(g) "Consequential Loss" means all loss or damage (even if the same was or ought reasonably to have been
in the contemplation of the parties) which is caused by or arises out of breach of the Contract or
negligence including (without limitation) loss of profit, reputation, goodwill, business, use, anticipated
savings or which is any other indirect loss or damage whether or not arising out of a claim by a person,
firm or company not party to the Contract.
Contract and Conditions
(a) Unless otherwise agreed in writing between the Contractor and Customer these Conditions shall govern
the supply of the Services and shall override any terms or conditions stipulated, included or referred to
by the Customer whether in the Specification or in any negotiations preceding the formation of the
Contract notwithstanding any stipulation by the Customer that other terms and conditions shall prevail.
(b) The Contractor's employees or agents are not authorised to make any representations concerning the
Services or Materials unless confirmed by the Contractor in writing. In entering into the Contract, the
Customer acknowledges that it does not rely on, and waives any claims for breach of, any such
representations, which are not so confirmed.
Infinity Cleaning Services Ltd
Registered Office:
Fitzroy House, Crown Street, Ipswich, Suffolk, IP1 3LG
Registered in England. Company No. 12564042. VAT Reg No. 392 6607 69
Tel: 01473 807740
Email: admin@infinitycleaningservices.uk
Web: www.infinitycleaningservices.uk
Orders, Specifications and Quotations
(a) The Customer shall be responsible to the Contractor for ensuring the accuracy of the terms of any order
(including any applicable specification) submitted by the Customer and for giving the Contractor any
necessary information relating to the Services or Materials within a sufficient time to enable the
Contractor to perform the Contract in accordance with its terms.
(b) The quantity, quality and description of any specification for the Services and Materials shall be those
set out in the Contractor's quotation (if accepted by the Customer) or the Customer's order (if accepted
by the Contractor).
(c) All quotations shall be valid for a period of 30 days after the date of the tender and shall be conditional
upon acceptance in writing within such period or such longer period as may be agreed in writing. After
such period of 30 days the Contractor may modify or withdraw the quotation notwithstanding any
purported acceptance by the Customer.
(d) No order which has been accepted by the Contractor may be cancelled by the Customer except with the
agreement in writing of the Contractor and on terms that the Customer shall indemnify the Contractor in
full against all loss (including loss of profit), costs, (including the cost of labour and materials used),
damages, charges and expenses incurred by the Contractor as a result of cancellation.
Prices
Prices quoted will be those prevailing at the date of tender and unless otherwise stated, will be subject to VAT at
the rate then prevailing. The Contractor's quotation is based upon information supplied by the Customer and the
assumption that works in connection with the supply of the Services will be regular and continuous during
normal working hours. If such information proves to be incorrect the Contractor reserves the right to vary prices
appropriately.
Payment
(a) The Customer will be invoiced at the start of each month for contractual services provided in that month
and thereafter at Monthly intervals. The customer shall make payment within thirty days from the
invoice date each month by standing order for the preceding month. For non-contractual work
undertaken and any other services provided, this will be invoiced on completion of the work or delivery
of services or goods supplied and paid no later than thirty days from the date of invoice.
(b) Without prejudice to condition 5(a) and its other rights hereunder, the Contractor reserves the right as it
shall see fit either to terminate the Contract forthwith or to suspend performance of the Services to the
Customer where invoices are not paid in accordance with the agreement to this condition or where there
is otherwise any sum owing by the Customer to the Contractor.
(c) No cash or other discount will be allowed unless specified in writing on the Customer's quotation or invoice.
Infinity Cleaning Services Ltd
Registered Office:
Fitzroy House, Crown Street, Ipswich, Suffolk, IP1 3LG
Registered in England. Company No. 12564042. VAT Reg No. 392 6607 69
Tel: 01473 807740
Email: admin@infinitycleaningservices.uk
Web: www.infinitycleaningservices.uk
Facilities
The Customer shall provide at its own expense, all necessary main services to enable the Contractor to provide
the Services and shall provide site security and adequate and proper storage facilities for the Materials and all
other equipment, tools and other property belonging to the Contractor.
Performance
Performance and delivery dates quoted by the Contractor shall be treated as estimates only and whilst the
Contractor will endeavour to comply with such dates they shall not be binding upon the Contractor. Any failure
to comply with the performance or delivery dates shall not constitute a breach of the Contract. Accordingly, the
Customer shall be bound to accept the Services when available and shall not be entitled to cancel orders on
account of any delay and the Contractor shall be under no liability or obligation to the Customer for any loss
(whether Consequential Loss or otherwise) sustained by the Customer on account of any delay in performing the
Services howsoever caused.
Passing of Property and Risk
(a) The risk in the Materials shall pass to the Customer on delivery to the Customer's premises.
(b) Until full payment has been received for the Services and all other services agreed to be supplied by the
Contractor to the Customer for which payment is then due, the Materials will remain the sole and
absolute property of the Contractor as legal and equitable owner and the Customer acknowledges that it
is in possession of the Materials solely as bailes for the Contractor.
(c) Until the Customer becomes the owner of the Materials, the Contractor may for the purposes of
recovering the Materials, enter upon any premises where they are reasonably thought to be and may
repossess the Materials.
Health and Safety
(a) The Customer shall comply and secure compliance by its servants, agents and licensees with the Health
and Safety at Work Act 1974, any amendment thereto and all Regulations and Orders made thereunder.
(b) The Customer shall ensure that its premises are safe for the Contractor's employees, sub-contractors and
agents and the Customer shall allow the Contractor's employees, sub-contractors and agents complete
and uninterrupted access to the Customer's premises for the purpose of performing the Services.
(c) The Contractor's employees, sub-contractors and agents shall be allowed full use of whatever first aid,
welfare, safety and canteen facilities may be on the Customer's premises and before the Contractor
begins to provide Services the Customer shall ensure that safety equipment and facilities are checked in
accordance with manufacturer's statutory requirements and shall on request produce to the Contractor
satisfactory evidence that such checks have been carried out.
(d) The Customer shall indemnify the Contractor fully against any claims, expenses, loss or damage arising
from the Customer's breach of this clause or any relevant statutory obligation.
Infinity Cleaning Services Ltd
Registered Office: Fitzroy House, Crown Street, Ipswich, Suffolk, IP1 3LG
Registered in England. Company No. 12564042. VAT Reg No. 392 6607 69
Tel: 01473 807740
Email: admin@infinitycleaningservices.uk
Web: www.infinitycleaningservices.uk
Liability
(a) The Contractor shall as soon as reasonably practicable rectify, repair or (as its option) replace free of
charge any of the Services or Materials that prove defective, provided that:
(i) the Customer notifies the Contractor of the defect within three days of such defect becoming
apparent;
(ii) the defect arises under proper use (where appropriate) and is due to faulty manufacture, bad workmanship or the Contractor's neglect;
(iii) the Contractor accepts no responsibility for any specification not prepared by it and submission
of a quotation does not constitute any warranty, guarantee or representation of the efficacy,
safety or otherwise of the Services or Materials. Services or Materials to be provided or
executed by the Contractor in accordance with the quotation and the cost of any additional work
caused by defects in any such specifications shall be a matter for which prices may be varied in
accordance with condition 4;
(iv) the Contractor shall not be liable for any loss or damage whether direct or indirect due to
Materials being used by or at the request of the customer before title to them has passed to the
Customer in accordance with condition 8;
(v) loss, damage or injury is not caused directly or indirectly by an existing defect in the fabric of
the Customers premises or any fixture of fittings thereon or equipment or plant for which the
Customer is responsible.
(b) No claim by the Customer or alleged liability on the part of the Contractor shall entitle the Customer to
withhold monies properly due and arising under this Agreement and the Customer shall not be entitled
to exercise any right of set off.
(c) The foregoing provisions of this condition state the entire liability in contract and in tort of the
Contractor in relation to the provision of the services and the description or quality of the Materials or
their fitness for any particular for any particular purpose or otherwise, including, without prejudice to the
generality of the foregoing, any liability for Consequential Loss or damage of any kind suffered by the
Customer or any third party, and all warranties, conditions or obligations imposed or implied by statute
or otherwise in relation to the same are hereby expressly excluded to the fullest extent permissible by
law, provided always that this condition 10(c) shall not apply in the case of death or personal injury
insofar as the same results from the Contractor's negligence.
Insolvency
The Contractor shall be entitled (without prejudice to any of its other rights) at its discretion by notice in writing
to the Customer to terminate the Contract or to suspend the provision of the Services if the Customer enters into
any composition or arrangement with creditors or commits any act of bankruptcy or if any petition or receiving
order in bankruptcy is made against the Customer or if any resolution or petition or wind up the Customer is
passed or presented (otherwise than for reconstruction or amalgamation) or if a receiver of the Customer's
undertaking, property or assets or any part thereof is appointed.
Infinity Cleaning Services Ltd
Registered Office:
Fitzroy House, Crown Street, Ipswich, Suffolk, IP1 3LG
Registered in England. Company No. 12564042. VAT Reg No. 392 6607 69
Tel: 01473 807740
Email: admin@infinitycleaningservices.uk
Web: www.infinitycleaningservices.uk
Force Majeure
The Contractor shall be under no liability if it is prevented from carrying out any provision of the Contract for
any reason beyond its control including (but without limitation) Act of God, legislation, war, fire, drought, lock
out, strike or other action taken by employees in contemplation of furtherance of a trade dispute, or owing to any
inability to procure Materials required for the performance of the Contract and in such circumstances the
Contractor shall be entitled (without prejudice to any of its other rights) at its discretion by notice in writing to
the Customer to terminate the Contract or impose such variation in the Contract as may in the Contractor's
opinion be necessary.
Assignment
The Customer may not assign its rights under the Contract in whole or in part without the Contractor's prior
written consent.
Exercise of Rights
No failure or delay by the Contractor in exercising any of its rights or powers shall operate as a waiver thereof
and nor shall any partial exercise of any right or power preclude any further exercise thereof.
Termination
Subject as may otherwise be agreed in writing, the Contract shall be for a minimum period of three months,
thereafter termination may be carried out by one party notifying the other in writing giving three months’ notice
of termination.
Severability
If any one or more or any part of one of the provisions of these Conditions is rendered or judged invalid or
unenforceable, such provision or part thereof shall be deemed to be severed from these Conditions and such
invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining
provisions.
Notice
Any notice or notification hereunder by the Customer shall be addressed to the Secretary of the Contractor or
delivered by hand or recorded delivery to Infinity Cleaning Services,
Fitzroy House, Crown Street, Ipswich, Suffolk, IP1 3LG, or the registered office of the Contractor from time to time. Any notice by the Contractor
shall be addressed to the Customer at its registered or main office and delivered by hand or recorded delivery.
Headings
The headings in these Conditions are inserted for convenience only and shall not affect their interpretation.
Choice of Law
The Contract and these conditions shall be governed by and construed in accordance with English law and the
Contractor and the Customer hereby submit to the non-exclusive jurisdiction of the English courts.
The Contractor shall be under no liability if it is prevented from carrying out any provision of the Contract for
any reason beyond its control including (but without limitation) Act of God, legislation, war, fire, drought, lock
out, strike or other action taken by employees in contemplation of furtherance of a trade dispute, or owing to any
inability to procure Materials required for the performance of the Contract and in such circumstances the
Contractor shall be entitled (without prejudice to any of its other rights) at its discretion by notice in writing to
the Customer to terminate the Contract or impose such variation in the Contract as may in the Contractor's
opinion be necessary.
The Customer may not assign its rights under the Contract in whole or in part without the Contractor's prior
written consent.