1.   CLEANING AGENCY whose registered office is situated at 58 New Park Avenue N13 5NB (“the client”) of the first part, and

  • 2.
  • whose registered office is at          

  •   (“the contractor”) of the second part

    1   Background

    The client is a cleaning agency providing cleaning services to its customers in the Greater London area.  The cleaning work is carried out by cleaners and the client requires the contractor to organise its services, to liaise with customers and cleaners and to ensure the smooth operation of the business.  The work provided by the contractor will include the provision of information and the administration of the company’s income from its business and the payment to its cleaners.

    2   Definitions and interpretation

    2.1 The following terms shall have the following meanings for the purposes of this agreement:

       2.1.1 ‘Commencement Date’ means;

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  •    2.1.2 ‘Conditions’ means the provisions set out overleaf which shall be  incorporated into this agreement in their entirety;

       2.1.3 ‘Currency’ means pounds sterling;

       2.1.4 ‘Expiry Date’ means;

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  •    2.1.5 ‘Intellectual Property’ means information coming to the knowledge of  the contractor during the course of its work on the company’s behalf    and includes the identities of the company’s customers and of its sub- contractors together with the company’s charging rates and other    matters relating to the operation of its business.

    2.1.6 ‘Notice’ means notice complying with the terms of clause 17;

       2.1.7 ‘Payments’ means the amounts listed in Schedule 1.

       2.1.8 ‘Services’ means the services which are specified in Schedule 2;

       2.1.9 ‘Term’ means from the Commencement Date until

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  • 2.2 Headings contained in this agreement are for reference purposes only and should not be incorporated into this agreement and shall not be deemed to be any indication of the meaning of the clauses to which they relate.

    2.3 All agreements on the part of either of the parties which comprise more than one person or entity shall be joint and several and the neuter singular gender throughout this agreement shall include all genders and the plural and the successor in title to the parties.

    3   Appointment

    The client appoints the contractor to administer the company’s business for the Term in return for the Payments. 



    4   The contractor’s obligations

    4.1 Services to be provided by the contractor

    These services shall include those matters which are set out in Schedule 2.

    4.2 Secrecy

    4.2.1 Not at any time during or after the Term to divulge or allow to be divulged to any person or to make use of any confidential information relating to the business or affairs of the client other than to persons who have signed a secrecy undertaking in a form approved by the client.

    4.2.2 Not to permit any person to assist in the provision of the services unless such person has signed such an undertaking.

    4.3 Delegation

    Not to delegate any duties or obligations arising under this agreement otherwise than may be expressly permitted under its terms.

    4.4 Intellectual Property

    Not to cause or permit anything which may damage or endanger the Intellectual Property or other intellectual property of the client or the client’s title to it or assist or allow others to do so.

    4.5 Indemnity

    To indemnify and keep indemnified the client from and against any and all loss damage or liability (whether civil or criminal) suffered and legal fees and costs incurred by the client resulting from a breach of this agreement by the contractor including:

       4.5.1 any act neglect or default of the contractor’s subcontractors or agents; or 

       4.5.2 breaches in respect of any matter arising from the supply of the  services resulting in any successful claim by any third party.

    4.6 Notice

    To comply with the terms of any notice specifying a breach of the provisions of this agreement and requiring the breach to be remedied so far as it may be but nothing in this clause is intended to require the client to serve notice of any breach before taking action in respect of it.

    5   The Client’s obligations

    In consideration of the services to be rendered by the contractor under this agreement the client agrees:

    5.1 To make the payments promptly

    6   Duration

    The duration of this contract shall be for 6 months and neither the client nor the contractor shall be entitled to terminate it save in accordance with the conditions set 

    7. The Company may deduct from your payment the following:

    a) Any sum in compensation for losses sustained in relation to the property or money of the Company, of any client, customer, visitor or other worker of the Company that loss was caused through your proven carelessness, negligence, recklessness, or through breach of the Company’s rules or through any proven dishonesty on your part;

    b) A day’s or part day’s pay for each day or part day of unauthorised absence, unauthorised absence being defined as failure to attend for work at the appropriate time without notifying the Company as required of any sickness and/or obtaining appropriate certification, without obtaining prior permission for leave or other reason for unscheduled absence appropriately notified to the Company and accepted by the Company.

    c) The amount of any accidental overpayment to you.

    d) If you are for any reason indebted to the Company for any amount, the Company shall be entitled to make a deduction in or towards the discharge of that liability from your pay or any other money payable from the Company to you.

    8 VAT

    8.1 All sums payable under this agreement unless otherwise stated are exclusive of VAT and other duties or taxes.

    8.2 Any VAT or other duties or taxes payable in respect of such sums shall be payable in addition to such sums.

    9   No liability on part of the contractor unless the contractor is in default

    The contractor shall not be liable to the client for loss or damage to the client’s property unless due to the negligence or other failure of the contractor to perform its obligations under this agreement or under the general law.

    10 Termination for breach

    The following obligations are conditions of this agreement and any breach of them shall be deemed a fundamental breach which shall determine this agreement immediately and the rights and liabilities of the parties shall then be determined in accordance with clause 11.

    10.1 Failure on the part of the client to make punctual payment of all sums due to the contractor under the terms of this agreement;

    10.2 Failure on the part of the contractor to observe any obligations under this agreement not requiring notice to be served and in the case of obligations requiring notice to be served failure to comply with the terms of any notice;

    10.3 The levying of any distress or execution against the client or the client’s liquidation;

    10.4 The doing or permitting of any act by the contractor by which the client’s rights in the Intellectual Property may be prejudiced or put in jeopardy;

    11 Termination consequences

    In the event of this agreement being determined whether by effluxion of time Notice breach or otherwise:

    11.1 The client shall immediately pay to the contractor:

    11.1.1 all arrears of payments and any other sums due under the terms of this agreement, and 

    11.1.2 all further sums which would but for the determination of this agreement have fallen due at the end of the Term.

    11.2 Either party shall be entitled to exercise any one or more of the rights and remedies given to it under the terms of this agreement and the determination of this agreement shall not affect or prejudice such rights and remedies and each party shall be and remain liable to perform all outstanding liabilities under this agreement notwithstanding that the other may have exercised one or more of the rights and remedies against it; and

    11.3 Any right or remedy to which either party is or may become entitled under this agreement or in consequence of the other’s conduct may be enforced from time to time separately or concurrently with any right or remedy given by this agreement or now or afterwards provided for and arising by operation of law so that such rights and remedies are not exclusive of the other or others but are cumulative.

    12 Interest

    All sums due from either of the parties to the other which are not paid on the due date shall bear interest from day to day at the annual rate of 3% over the daily base rate of Barclays Bank Plc with a minimum of 5% per year.

    12.1 Receipt

    The receipt of money by either of the parties shall not prevent either of them from questioning the correctness of any statement in respect of such money.

    12.2 Force majeure

    Both parties shall be released from their respective obligations in the event of national emergency war prohibitive governmental regulation or any other cause beyond the control of the parties or either of them renders the performance of this agreement impossible whereupon all money due under this agreement shall be paid immediately and in particular 

    12.2.1 the client shall immediately pay to the contractor all arrears of payments, and 

    12.2.2. each party shall be liable to pay to the other damages for any breach of this agreement and all expenses and costs incurred by that party in enforcing its rights under this agreement.

    13 Severance

    If any provision of this agreement is declared by any judicial or other competent authority to be void voidable illegal or otherwise unenforceable the parties shall amend that provision in such reasonable manner as achieves the intention of the parties without illegality or it may be severed from this agreement and the remaining provisions of this agreement shall remain in full force and effect.

    14 Whole agreement

    Each party acknowledges that this agreement and the conditions it contains are the whole agreement between the parties and that it has not relied upon any oral or written representation made to it by the other or it subcontractors or agents and has made its own independent investigations into all matter relevant to it.

    15 Supersedes prior agreements

    This agreement supersedes any prior agreement between the parties whether written or oral and any such prior agreements are cancelled as at the commencement date but without prejudice to any rights which have already accrued to either of the parties.

    16 Change of address

    Each of the parties shall give notice to the other of the change or acquisition of any address or telephone number at the earliest possible opportunity but in any event within 48 hours of such change or acquisition.

    17 Notices

    All notices to be given under this agreement shall be in writing and shall either be delivered personally or sent by first class airmail prepaid post or facsimile transmission and shall be deemed duly served:

       17.1 in the case of a notice delivered personally, at the time of delivery;

       17.2 in the case of a notice sent inland by first class prepaid post, 2 clear    business days after the date of dispatch;

    17.3 in the case of a notice sent overseas by airmail, 7 business days after the date of dispatch; and 

    17.4 in the case of facsimile transmission, if sent during normal business hours then the date at the time of transmission and if sent outside normal business hours then on the next following business day provided that a confirmatory copy is sent by first class prepaid post or by hand by the end of the next business day.

    Each notice shall be addressed to the address of the party concerned set out in this agreement or to such other address as that party shall have previously notified to the sender.

    18 The client’s right to assign

    This agreement and all rights under it may be assigned or transferred by the client.

    19 Proper law and jurisdiction

    19.1     This agreement shall be governed by English law in every particular including formation and interpretation and shall be deemed to have been made in England. 

    19.2     Any proceedings arising out of or in connection with this agreement may be brought in any court of competent jurisdiction in England and Wales.

    20 Rights cumulative

    All rights granted to either of the parties shall be cumulative and no exercise by either of the parties of any right under this agreement shall restrict or prejudice the exercise of any other right granted by this agreement or otherwise available to it.

    21 Survival of terms

    21.1 No term shall survive expiry or termination of this agreement unless expressly provided.

    21.2 You will give the Contractor one month’s notice in writing should you wish to terminate this agreement.

    21.3 The Contractor will give you one month’s notice in writing should it wish to terminate this agreement.

    22   Waiver

    The failure by either party to enforce at any time or for any period any one or more of the terms or conditions of this agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms of this agreement.

    23   Status of the Contractor

    23.1     During the term the contractor shall be an independent contractor and not the servant of the client.

    23.2     In such capacity the contractor shall bear exclusive responsibility for the payment of his or her national insurance contributions as a self-employed person  and for the discharge of any income tax and VAT liability arising out of remuneration for his or her work performed under this agreement.

    23.3     The contractor shall not be subject to directions from the clients as to the manner in which he or she performs the work provided always that the work shall be of a competence standard.

    24 Costs

    Each of the parties shall pay any costs and expenses incurred by it in connection with this agreement.

    25 No assignment or sub-contracting

    The contractor shall not assign or sub-let any of his or her rights or duties under this agreement without the consent in writing of the client (such consent not to be unreasonably withheld).

    26 Third party rights

    A person who is not a party to this agreement has no rights under the contracts (Rights of Third Parties) Act 1999 to enforce any terms of this agreement.

    27  Conflicts of Interest and Confidentiality

    27.1 The contractor agrees that the information it acquires in rendering services to the company is confidential and is not to be disclosed to any third party without the consent of the client.

    27.2 The contractor agrees not to retain any separate record of information in the course of the provision of its services to the client and in the event of breach to this condition or the condition regarding confidentiality the company has a right to terminate this agreement without further notice.

    27.3 The contractor agrees that neither it nor its directors or any third party acting under its instructions will convey any information concerning the client’s business to other third parties.

    27.4   The contractor agrees not to retain any separate record of information during the course of provision of your service to the Contractor and in the event of breach of this condition or the condition regarding confidentiality the Company has the right under the terms of this agreement to terminate it without further notice. 

    27.5 The contractor agrees that upon termination of this agreement you will not have any dealings with any existing clients of the Company.

    27.6 The contractor agrees that neither it nor its directors any third party acting under its instructions will convey any information to other third parties.

    27.7 The contractor agrees that as part of the terms of this contract will not  contact and provide any kinds of services to clients of the Company

    27.8 The contractor agrees not to start and provide such business within 10   miles distance of Charing Cross station.

    27.9 The contractor further agrees that upon termination of this agreement it will not have any dealings with any of existing customers of the client for a period of 12 months.

    27.10 In the event that the contractor continues to provide services to the client after expiry of the terms of this agreement, the agreement will automatically be renewed for a further period of one year unless otherwise stated in writing.


    IN WITNESS whereof the parties hereto have set their hands on the date before mentioned