Crestvista Limited

Terms and Conditions

Company Number: 6632060

Crestvista Limited (hereinafter referred to as “Crestvista”) agrees to provide cleaning services to the Customer subject to the following Terms and Conditions.

1. Provision of Services

Crestvista Limited agrees to furnish all labour, equipment, supplies and supervision necessary to provide cleaning services to the Named Areas. Crestvista will select all personnel to perform its obligations under this Agreement. The personnel shall be employees or sub-contractors of Crestvista.

2. Payment Terms

The Customer agrees to pay Crestvista on the 10th of each month for all amounts due for services rendered during the previous month and for supplies delivered.

If payment is not received by Crestvista by the 10th day of the month following when services or supplies are rendered and invoiced, late payment interest of 2% per annum above the base rate will be charged on the outstanding amount from the due date (the 10th of the month) until the date of actual payment.

Crestvista will also be entitled to withhold supply of all services until such time as payment of the said sum, including any interest due, has been paid in full.

3. Non Solicitation

The Customer warrants, covenants and agrees that during the term of this Agreement and within 90 days after termination of the Agreement (for whatever reason), the Customer will not knowingly engage in business with, employ or solicit the employment of any employees, sub-contractors or agents of Crestvista.

4. Term of Agreement

Subject to clause 11 below, the term of this Agreement will be for three years from the Effective Date.

The Agreement will automatically renew on a continuous basis for further terms of one year unless either party provides written notice stating that the Agreement is to cease at the next annual anniversary of the Effective Date.

Such notice must be given no later than 90 days prior to that date. If notice is not given, the Agreement will be deemed renewed for a further period of one year under the same terms and conditions.

5. Price Adjustment

On each anniversary of the Effective Date, or earlier if required by UK Government decree, the Contract Amount may be increased by Crestvista to reflect proportional changes to National Living Wage levels and other labour cost affecting regulations. These may include changes to National Insurance contributions, statutory leave entitlements or pension obligations.

Any such increase will be notified to the Customer in writing with 30 days notice.

6. Entire Agreement

This Agreement constitutes the entire agreement between the parties and shall be deemed to include the Cleaning Agreement and the Cleaning Schedule.

Any amendments or modifications to the Agreement, Cleaning Agreement or Cleaning Schedule must be made in writing and accepted by the Customer and an authorised signatory of Crestvista.

Such amendments will not affect or diminish the remaining provisions of this Agreement.

7. Independent Contractor

It is expressly agreed that Crestvista acts as an independent contractor and is not, and will not be, an employee or agent of the Customer.

8. Consumable Supplies

Paper products, bin liners, soaps and any other consumable products will be provided by the Customer unless otherwise agreed and included within the Contract Amount provided to the Customer.

9. Access to Premises

The Customer shall permit Crestvista, its employees and sub-contractors access to the Named Areas and other facilities as set out in the Cleaning Schedule at all reasonable times to enable the supply of contracted cleaning services.

If Crestvista is prevented or obstructed by the Customer, its staff or agents from supplying the contracted cleaning services, the services will be treated as having been performed and the relevant charges will remain payable by the Customer in the ordinary course.

10. Force Majeure

Any failure by Crestvista to perform its obligations under this Agreement due to circumstances beyond its control will not constitute a breach of this Agreement.

Such circumstances may include but are not limited to fire, explosion, accident, mechanical breakdown, interruption to the supply of materials, epidemic or any other cause outside Crestvista’s control.

11. Termination for Breach

This Agreement may be terminated by the Customer for material breach by Crestvista.

Before termination becomes effective, the Customer must give written notice of the breach to Crestvista and allow seven days for the breach to be rectified.

If the breach is not rectified within that period, the Customer may terminate this Agreement by providing 30 days written notice.

12. TUPE Transfer to Crestvista

In the event that any person transfers to the employment of Crestvista or its sub-contractors or agents pursuant to the TUPE Regulations as a result of this Agreement, the Customer shall indemnify and hold harmless Crestvista and its sub-contractors and agents against any liability relating to that person in respect of any act or omission occurring prior to the date of such transfer.

13. TUPE Transfer to the Customer

In the event that any person transfers to the employment of the Customer or any of its sub-contractors or agents pursuant to the TUPE Regulations as a result of the termination or cessation of this Agreement, the Customer shall indemnify and hold harmless Crestvista and its sub-contractors and agents against any liability relating to that person in respect of any period or event arising after the date of such transfer.

14. Indemnity for Injury

The Customer shall keep Crestvista indemnified against and harmless from any liability, costs, damages or expenses arising from personal injury or death of any employee or sub-contractor of Crestvista whilst on the premises of the Customer due to negligence or any act or omission of the Customer.

15. Property Damage Liability

Crestvista shall indemnify the Customer against any loss or damage to the Customer’s property caused by negligent acts or omissions of any employee of Crestvista.

This indemnity is subject to a maximum amount of £5,000,000 in respect of any one incident or series of related incidents and shall not exceed £5,000,000 in aggregate during any one period of insurance.

16. Limitation of Liability

Except as provided in clause 15, all liability of Crestvista to the Customer, its agents and employees is excluded to the maximum extent permissible by law.

However, in no circumstances shall the liability of Crestvista be limited or excluded in respect of personal injury or death caused by the negligence of Crestvista.

17. Insolvency Termination

If either party is declared bankrupt, enters insolvency proceedings, or otherwise discontinues business operations without a viable continuation plan, the affected party may terminate this Agreement by providing 90 days written notice.

In such circumstances Crestvista shall be entitled to seek compensation from the Customer for any Mandatory Redundancy Payments where such obligations arise directly as a result of the termination and cannot otherwise be mitigated by Crestvista using reasonable efforts to find alternative employment for the personnel concerned.

18. Termination Following Sale or Transfer of Premises

If the Customer sells, transfers or disposes of all or part of the Named Areas, or intends to do so, the Customer may terminate this Agreement by providing 90 days written notice.

In such circumstances Crestvista shall be entitled to seek compensation from the Customer for any Mandatory Redundancy Payments arising directly from the termination and which cannot be mitigated through reasonable efforts to find alternative work for affected personnel.

19. Definition of Mandatory Redundancy Payments

For the purposes of this Agreement, Mandatory Redundancy Payments means:

• The value of contractual notice entitlement, or statutory notice entitlement where no contractual notice period exists

• Any statutory redundancy payments due

• The value of any accrued but untaken holiday entitlement up to the termination of employment

This applies to all employees listed in Schedule A, or any required replacements employed to work solely within the Named Areas in connection with this Agreement.

20. Notices

Any notice to be given under this Agreement shall be provided in writing to the address of the Customer or Crestvista as stated within this Agreement.

Any notice given to Crestvista will be deemed received on the date it is received by Crestvista.

Notices given to any agent or sub-contractor of Crestvista shall not constitute valid service upon Crestvista.

21. Governing Law

This Agreement shall be governed by the laws of England.

Both the Customer and Crestvista agree to submit to the non-exclusive jurisdiction of the English Courts.