1. INTERPRETATION

The following definitions and rules of interpretation apply in this agreement.

1.1 DEFINITIONS:

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Client: the person who purchases the Services from the Supplier.

Client Default: has the meaning given in Clause 5.2.

Commencement Date: has the meaning given in Clause 2.2.

Conditions: these terms and conditions as amended from time to time in accordance with Clause 12.8. Contract: the contract between the Supplier and the Client for the supply of Services in accordance with these Conditions.

Data Controller: has the meaning set out in GDPR Article 24 and section 1(1) of the Data Protection Act 1998.

Data Subject: an individual who is the subject of Personal Data.

Deposit: a non-refundable fee payable to book the Supplier’s services.

Estimate: an approximate calculation of the value of the cost of the Services.

Force Majeure Event: has the meaning given to it in Clause 11. GDPR: General Data Protection Regulation.

Order: the Client’s order for the supply of Services, as set out in the Client’s written acceptance of the Estimate or Quote.

Personal Data: has the meaning set out in GDPR Article 4.1 and section 1(1) of the Data Protection Act 1998 and relates only to personal data, or any part of such personal data, in respect of which the Client is the Data Controller and in relation to which the Supplier is providing Services under the Contract. Processing and process: have the meaning set out GDPR Article 4.2 and section 1(1) of the Data Protection Act 1998.

Quote: a written proposal from the Supplier, via WhatsApp or email to the Client outlining the proposed Services to be supplied.

Services: the services, supplied by the Supplier to the Client as set out in the Service Specification. Service Specification: the description or specification for the Services provided by the Supplier to the Client.

Supplier: Kayleigh Lindley Trading as Jeans Cleans, based in England and Wales with a Head Office of 6 Millwood road, Doncaster, DN4 9DA.

Term: the period of the contract.

1.2 Interpretation:

A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
A reference to a party includes its personal representatives, successors and permitted assigns.
A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
A reference to writing or written includes faxes and emails.

2. BASIS OF CONTRACT

2.1 The Order constitutes an offer by the Client to purchase Services in accordance with these Conditions.

2.2 The Order shall only be deemed to be accepted when the Client issues written acceptance of the Order at which point, and on which date the Contract shall come into existence (Commencement Date).

2.3 Any samples, drawings, descriptive matter, or advertising issued by the Supplier and any descriptions of the Services contained in the Supplier’s brochures, website or other form of marketing material are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.5 Any Estimate or Quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 15 Business Days from its date of issue.

2.6 The term of the contract will initially be for a period of 3 calendar months, which will automatically renew at the end of each 3 months for a further 3 months and will continue on a rolling 3 monthly basis until Terminated in accordance with Clause 9.

3. SUPPLY OF SERVICES

3.1 These Terms and Conditions apply to the following services (with full details of the specific services which are to be provided to be detailed in the Quote), provided by the Supplier:

Initial Deep Clean;
Cleaning at agreed period intervals.
With respect to the Suppliers Services (see Clause 3.1) the Client will be required to receive an Initial Deep Clean, prior to the regular cleaning Services being carried out which will take place at either weekly, fortnightly or monthly intervals.
The Supplier will provide their own products and equipment to enable them to supply the Services, unless the Client expressly requests that the Supplier uses special products of their own choosing. In such circumstances the Client is required to provide clear instructions to the Supplier and the Supplier will accept no liability for any issues, loss or damage sustained as a result of using such products. The Client will provide all bin bags in the correct sizes for all bins to be emptied by the Supplier and bins filled with rubbish without a liner present cannot be emptied.
The Supplier will not during the course of the agreed Services, clean any high value items (which the Client will be required to move) and will not be liable for any damage or loss relating to such items in accordance with Clause 8.2(f).
The Supplier shall use all reasonable endeavours to meet any performance dates specified in the Quote, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
The Supplier reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Client in any such event.
The Supplier warrants to the Client that the Services will be provided using reasonable care and skill.
The Supplier provides a 24 hour clean guarantee on the Services. If the client has any issues with the level of Service (subject to photographic evidence being provided), which is reported within 24 hours of completion, the Supplier will return and
The Supplier warrants that they have all required insurances to provide the Services.
The Supplier does not provide all year round Services and operates a shutdown period (details of such dates will be provided by the Supplier) whereby no Services will be provided. If the Client’s regular clean falls within this period, then no such Service will be provided. The Supplier will however carry out a Deep Clean, at no additional charge to the Client, when the next regular clean is due after this period for all Clients who pay monthly. All Clients who pay per clean will have the choice to pay as usual for the missed clean and receive a full deep clean when the next regular clean is due or skip the payment for the missed clean and pay separately for a semi deep clean on that first clean back due to missing a clean.

4. DAMAGE & LOSSES

4.1 While the Suppliers, servant or agents make every effort not to break items, accidents can happen. In such circumstances the supplier will try and find Identical replacement, but these cannot be guaranteed. The Supplier therefore requests that all irreplaceable items (whether monetarily or sentimentally valuable) be stored away and /or not cleaned by the cleaners.

4.2 In case of damage, the Supplier will repair the item at it’s own cost up to the value of £50.00. If the item cannot be repaired the Supplier will rectify the problem by crediting the client with the item’s present actual cash value towards a like replacement up to the value of £50.00 from a Suppliers source upon payment of cleaning service rendered. If the value is over £50.00 the Client will refer to our insurance excess terms.

4.3 The Supplier will not be responsible for damage due to faulty and/or improper installation of any items also old/worn out/damaged items. All surfaces (i.e., marble, granite, etc.) are assumed sealed and ready to clean without causing harm.

4.4 Key replacement fee is paid only if keys are lost by our operatives. There is a £25.00 per location liability limit and the Supplier will require a receipt/invoice. Keys are numbered and systemised and are never kept with addresses or alarm codes.

5. CLIENT’S OBLIGATIONS

5.1 The Client shall:

ensure that the terms of the Order and any information it provides in the Service Specification are complete and accurate;
co-operate with the Supplier in all matters relating to the Services;
provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
ensure the Supplier is provided with full and clear access to the property;
where applicable, notify the Supplier of any consumables which they do not want removing from the property as part of the clean;
access to electricity and water at the property;
remove any valuable items from the areas which are to be cleaned;
provide keys to the property which are functional and work;
not be aggressive, abusive or insulting to the Supplier;
not, during the course of the agreement and for a period of 12 months after the conclusion of the contract directly engage any of the Suppliers, employees, servants or agents to provide cleaning Services and should the Client do so, then the Supplier will be at liberty to claim losses. (k) make any such request for additional works directly through the Supplier and not via the Supplier’s employee, servant or agent (see Clause 6.3);
obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
comply with all applicable laws, including health and safety laws.

5.2 If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or the Client’s agents, or by failure by the Client to perform any relevant obligation (Client Default):

without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Supplier’s performance of any of its obligations;
the Supplier shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this Clause 5.2;
the Client shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Client Default.

6. CHARGES AND PAYMENT

6.1 The Charges for the Services shall be calculated by the job (as stated in the Order) and payable on the following basis:

Deep Clean – 25% Deposit payable at the time of booking, with the remaining balance payable 7 days before the scheduled service date, payable by BACS; then
Cleaning at periodic intervals – There are 2 options available:

Monthly Standing Order – whereby the yearly cost of the Services is calculated and divided by 12 months and payable on a monthly basis, by way of Standing Order on a set date each month.; or
Pay Per Clean – where the Client pays for each clean the day prior to each appointment.

The Client shall pay each invoice submitted and the regular monthly payments to the Supplier in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract.

If the Client requires any changes or further work in addition to the agreed contracted works, they are obliged to make such request directly through the Supplier and not through the Supplier’s employee, servant or agent who is supplying the Services at the property. The Client shall notify the Supplier at least

2 working days’ prior to the clean for any changes to the Clients usual cleaning schedule.

6.4 If the Client fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under Clause 9 (Termination), the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment.

Interest under this Clause 6.4 will accrue each day at 8% a year above the Bank of England’s base rate from time to time, but at 8% a year for any period when that base rate is below 0%. In addition to this, the Client will be liable to pay a late payment fee of £20.00, due immediately upon submission of invoice.

6.5 If the Client cancels the Initial Deep Clean required to commence the Services (see Clause 3.1(a)), at any point up to 7 days prior agreed date, they will lose the 25% deposit as a cancellation fee. If the Client cancels after this period (within 7 days of the agreed Service date) and has paid the full amount due for the Service, the Supplier will retain this amount as a cancellation fee.

6.6 If the Client wishes to skip a scheduled monthly clean, if they are going on holiday they are required to give the Supplier 5 calendar days’ notice, at which point the Supplier will issue the Client with a credit for that Clean. If the Client fails to provide the 5 calendar days’ notice, they will be required to pay for the clean(s) in full.

6.7 The Supplier reserves the right to increase the Charges on an annual basis with effect from 1^st April each year. In such circumstances, the Supplier will provide the Client with 30 days’ notice of such changes.

6.8 The Supplier is permitted to claim, and the Client is liable to pay any and all fees, charges and costs relating to the instruction of Debt Collection/Recovery agents and/or Solicitors in the recovery of outstanding debts owed or disputes under the Contract.

6.9 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

7. DATA PROTECTION AND CONFIDENTIALITY

7.1 The Client and the Supplier acknowledge their obligations under the General Data Protection Regulation (GDPR), and will take all reasonable measures to ensure they adhere to its obligations under Articles 30 and 32 of GDPR taking into account the information that the parties have made available to it.

7.2 The Supplier shall process the Personal Data only in accordance with their role as an Supplier and shall not process the Personal Data for any purposes other than those expressly required to provide the Services.

7.3 The Client warrants that they are aware of their obligations under the GDPR and will only process Personal Data in accordance with their role under the Contract. Furthermore, the Client confirms that they shall keep all Guest information confidential and only use the same as permitted under these Conditions.

7.4 The Supplier and Client shall take reasonable steps to ensure the reliability of all its employees who have access to the Personal Data.

7.5 Each party warrants to the other that it will process the Personal Data in compliance with all applicable laws, enactments, regulations, orders, standards and other similar instruments.

7.6 Each party undertakes that it shall not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, Client’s, Client’s or Supplier of the other party, except as permitted by Clause 7.7.

7.7 Each party may disclose the other party’s confidential information:

to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this Clause 7; and
as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
The Client shall indemnify and keep indemnified the Supplier against any Losses incurred by the Supplier arising out of any non-compliance with their GDPR and confidentiality obligations, and/or as a result of any breach of, these Conditions by the Client.
The Supplier may authorise a third party (subcontractor) to process the Personal Data provided that the subcontractor’s contract:
is on terms which are substantially the same as those set out in the Contract; and
terminates automatically on termination of the Contract for any reason.

8. LIMITATION OF LIABILITY:

Nothing in the Contract shall limit or exclude the Supplier’s liability for:
death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
fraud or fraudulent misrepresentation; or
breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
Subject to Clause 8.1, the Supplier shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
loss of profits;
loss of sales or business;
loss of agreements or contracts;
loss of anticipated savings;
loss of use or corruption of software, data or information;
loss or damage caused to high value items within the property, which have not been moved or the Supplier been notified of;
any and all pre-existing damage at the property;
any issues or damage which are reported more than 48 hours after the Services have been supplied;
loss of or damage to goodwill; and
any indirect or consequential loss.
Subject to Clause 8.1, the Supplier’s total liability to the Client, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising under or in connection with the Contract, shall be limited to the total charges paid under the Contract.
The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
All claims against Supplier must be brought within one 1 year after the cause of action arises and Client waives any statute of limitations which might apply by operation of law or otherwise.
This Clause 8 shall survive termination of the Contract.

9. TERMINATION

9.1 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract by giving the Client 30 days written notice, prior to the end of the contractual term. If the Client wishes to terminate the agreement prior to the end of the Contractual term, they are required to give the Supplier 3 calendar months’ notice.

9.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 48 hours of that party being notified in writing to do so;
the other party commits takes any step or action in connection with its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
(where applicable) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business;
the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
In addition to Clause 1 & 9.2 without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under the Contract on the due date for payment.
Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services under the Contract or any other contract between the Client and the Supplier, if the Client fails to pay any amount due under the Contract on the due date for payment, the Client becomes subject to any of the events listed in Clause 9.2(b) to Clause 9.2(d), or the Supplier reasonably believes that the Client is about to become subject to any of them.

10. CONSEQUENCES OF TERMINATION

10.1 On termination of the Contract, the Client shall pay immediately to the Supplier all of the Supplier’s outstanding unpaid invoices, any remaining amounts owed for the contractual period and (where applicable) any late payment charges (see Clause 6.5), in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Client immediately on receipt.

10.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

10.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

11. FORCE MAJEURE

Neither party shall be liable for failure to perform, nor be deemed to be in default, under this Agreement for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, acts of Governmental authorities, acts of terrorism, natural catastrophe, fire, storm, flood, earthquake, riot, insurrection, civil disturbance, sabotage, embargo, blockade, acts of war, accident, epidemics, pandemics, lightning damage, electromagnetic interference, radio interference, strikes, industrial dispute, power failure or any other cause beyond its reasonable control..

12. GENERAL

12.1 Assignment and other dealings

The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
The Client shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.

12.2 Notices

Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its principal place of business; or sent by email to the address specified in the quote or order.
Any notice or other communication shall be deemed to have been received: if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; or, if sent by fax or email, at 9.00 am on the next Business Day after transmission.
This clause does not apply to the service of any proceedings or other documents in any legal action.

12.3 Severance

If any provision or part-provision of the Contract is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

12.4 Waiver

A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

12.5 No partnership or agency

Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.

12.6 Entire agreement.

The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.
Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation [or negligent misrepresentation] based on any statement in the Contract.
Nothing in this clause shall limit or exclude any liability for fraud.

12.7 Third parties’ rights

The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

12.8 Variation

Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).

12.9 Governing law&Jurisdiction

Each party irrevocably agrees that any dispute or claim arising out of or in connection with the Contract shall be governed by the courts of England and Wales who shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

Terms & Conditions