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The meeting was face to face so their was no record, there are no specific dates that the cleaning is below par. We have a cleaning specification that they are to follow, for example 'Clean drawer tops', which is something they are never completing. I have not disclosed termination as of yet. I wanted to look at it from a legal perspective beforehand.
I will be drafting a letter of response to them, is there no legislation relating to the contractual agreement that would allow termination under the circumstances?
Terms are below:
Terms and conditions of business under which this quotation is submitted and any subsequent order accepted.
The following are the terms of the agreement between the Customer and Minster. These terms and conditions constitute an entire and binding agreement and shall prevail over any inconsistent terms or conditions contained in any document supplied by the Customer. In the event of a transaction with a consumer, the consumer’s statutory rights shall not be adversely affected. 1. Commencement and Duration
(a) The services supplied under the Contract shall be provided by Minster to the Customer from the date specified in the Order and shall continue unless and until terminated by one of the parties giving to the other not less than three months’ notice in writing.
(b) If the Customer terminates the Contract without proper notice, the Customer shall be liable immediately to compensate Minster by paying three month’s charges, as calculated by Minster, based on the average for the previous three months’ invoices in lieu of such notice or the average of the actual period of the Contract if less than three months.
2. Price and Payment
(a) Minster shall invoice the Customer monthly. Accounts will be rendered and are due and payable within 30 days of the invoice date. Time for payment shall be of the essence.
(b) All prices quoted shall be exclusive of VAT, which Minster shall add to its invoices at the appropriate rate.
(c) All prices are quoted on the basis that the Contract arising from an Order is to run continuously and accordingly no deductions shall
be allowed in respect of statutory or other holiday periods.
(d) Minster shall have the right to increase its prices:
(i) annually on each anniversary of the Contract in accordance with the increases in the Retail Price Index;
(ii) when changes in legislation or other factors beyond Minster's control have an impact on Minster's costs; and/or
(iii) where appropriate, in the event of modifications or alterations to the Contract or the work to be provided by Minster.
(e) Minster guarantees to maintain its prices for a period of one year subject to clause 2(d). Thereafter, Minster reserves the right to review the value of the Contract in accordance with clause 2(f).
(g) Without prejudice to any other right or remedy that Minster may have, if the Customer fails to pay on the due date, Minster may:
(i) charge interest on such sum from the due date for payment at the annual rate of 8% above the base lending rate from time to time of the Bank of England, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and the Customer shall pay the interest immediately on demand;
(ii) claim its reasonable costs incurred in seeking payment of amounts due, including but not limited to administrative, management and legal costs; and
(iii) suspend all services to the Customer until payment has been made in full. All sums payable to Minster shall continue to accrue during any period of suspension.
(h) The Customer warrants and represents that it has disclosed to Minster all relevant factors to enable Minster to give an informed Quotation and in particular the Customer represents that the Transfer of Undertakings Regulations will not apply so as to oblige Minster to take on any staff from the Customer or the Customer's previous contractor.
3. Customer’s Obligations
The Customer shall:
(a) Pay the Contractual price and any other sums due in accordance with the terms referred to above;
(b) Ensure that the Customer's premises comply with all relevant Health and Safety requirements;
(c) Communicate any special instructions or complaints regarding Minster’s performance by notice in writing within 48 hours of the
complaint arising or in sufficient time to allow the special instruction to be complied with;
(d) Indemnify Minster in respect of Minster’s compliance with a request to remove any of Minster’s personnel if such request is not
found to be based on valid performance or service level complaints;
(e) Not, without the prior written consent of Minster, at any time from the date of the Contract to the expiry of 6 months after the last
date of supply of the services, solicit or entice away from Minster or employ (or attempt to employ) any cleaner or cleaning
supervisor engaged by Minster in the provision of the services;
(f) Any consent given by Minster in accordance with paragraph 3(e) above shall be subject to Customer paying to Minster a sum
equivalent to four and a half times the cleaner’s or cleaning supervisor’s salary and other benefits paid by Minster in the last full
month of the cleaner’s or cleaning supervisor’s employment with Minster;
(g) Provide, free of charge, all lighting, heating, hot water and any other facilities which may reasonably be required by Minster;
(h) Be liable to pay Minster, on demand, all reasonable costs, charges or losses sustained or incurred by Minster or any of its
employees or subcontractors (including, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Customer’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to Minster confirming such costs, charges and losses to the Customer in writing.
4. Minster’s Obligations
(a) Keep in force Employers Liability and Public Liability insurance policies up to a value of not exceeding £10,000,000 and £5,000,000
(b) Upon receipt of any notice under clause 3(c) take all necessary action, without cost to the Customer, to investigate and rectify the
(c) Carry out the work to the reasonable satisfaction of the Customer and, if valid, provide all necessary staff and materials for this
purpose, but not be responsible for the removal of oil, paint, varnishes or other similar substances unless otherwise agreed in
(d) In the event of the loss of a key entrusted to Minster, be responsible only for the cost of replacement of the key and not for any
other direct, indirect or consequential costs, which are covered under the Customer’s own insurance;
(e) Accept no responsibility in connection with the operation of any alarms or security devices at the Customer’s premises. The
operation of such equipment by Minster's employees or subcontractors is a matter of goodwill to assist the Customer.
(f) Process and allow third parties to process personal data relating to the Customer for the purposes of monitoring customer
satisfaction, marketing and advising the Customer of offers and promotions which may be of benefit to it. Minster may transfer the Customer’s personal data to third parties based outside of the European Economic Area for those purposes. Minster shall use its reasonable endeavours to ensure an adequate level of protection for the rights and freedoms of the Customer in relation to the processing of personal data.
5. Limitation of Liability – THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS PARAGRAPH
(a) If Minster’s performance of its obligations under the contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, Minster shall not be liable for any costs, charges or losses sustained or incurred by the Customer arising directly or indirectly from such prevention or delay and shall be paid as if the work had been undertaken.
(b) Nothing in these terms and conditions limits or excludes Minster’s liability for death or personal injury resulting from negligence or for any damage or liability incurred by the Customer as a result of fraud or fraudulent misrepresentation by Minster.
(c) Minster’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Contract shall be limited to the price paid for the services.
Minster shall have no liability to the Customer under the Contract if it is prevented from, or delayed in performing its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including (without limitation) strikes, lock-outs or other industrial disputes, failure of a utility service, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, fire, flood, storm, explosion or default of suppliers or subcontractors.
(a) Minster may, from time to time, revise and amend its terms and conditions provided that, where practicable, it will give the Customer at least three month’s notice;
(b) Where Minster sends the revised version of the terms and conditions to the Customer stating when they will come into force and the Customer does not object in writing and continues to use the services after that date, then the Customer is deemed to have accepted the revised terms and conditions from that date.
(c) Subject to clauses 7(a) and (b) above, no variation of the Contract or these terms and conditions or of any of the documents referred to in them, shall be valid unless it is in writing and signed by or on behalf of each of the parties.
(a) Any notice required to be given by the Customer to Minster under the Contract shall be in writing and shall be delivered personally, or sent by first-class post and/or recorded delivery;
(b) Any notice shall be deemed to have been duly received if delivered personally, when left at the address and for the contact referred to in paragraph 7(a) above or, if sent by first-class post or recorded delivery, at 9.00 am on the second Business Day after posting;
(c) This paragraph shall not apply to the service of any proceedings or other documents in any legal action.
(a) A waiver of any right under the Contract is only effective if it is in writing and it applies only to the circumstances for which it is given. 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.
(a) If any provision of the Contract (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Contract, and the validity and enforceability of the other provisions of the Contract shall not be affected;
(b) If a provision of the Contract (or part of any provision) is found illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
11. Rights of Third Parties
A person who is not a party to the Contract shall not have any rights under or in connection with it.
12. Governing Law and Jurisdiction
(a) The 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, the law of England and Wales;
(b) The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, the Contract or its subject matter or formation (including non-contractual disputes or claims).