1. Tidy Green Clean Facilities Management Limited (hereinafter referred to as Tidy Green Clean) agrees to
furnish all labour, equipment, supplies if required and supervision necessary to provide cleaning services to
the Named Areas. Tidy Green Clean will select all personnel to perform its obligations hereunder. The
personnel shall be employees, franchisees or sub-contractors of Tidy Green Clean.
2. The Customer agrees to pay Tidy Green Clean within 30 days of dated invoice for service rendered during the
month and for supplies delivered. If payment is not received by Tidy Green Clean within 30 days of invoice
which 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 until the date of actual payment and Tidy
Green Clean will be entitled to withhold supply of all services until such time as payment of the said sum
(and any interest due) has been paid in full.
3. 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, employ or solicit the employment of any employees, franchisees, sub-contractors or agents of Tidy
Green Clean.
4. Subject to clauses 11 below, the term of the Agreement will be for 6 months from the Effective Date and will
on an ongoing and continuous basis be renewed for further terms of 1 year unless either party to this
Agreement gives the other party written notice to the effect that this Agreement is to cease as at the next
annual anniversary of the Effective Date. Such notice must be given no later than 90 days prior to such date
failing which this Agreement shall be deemed to be renewed for a further period of 1 year as from such date
under the same terms and conditions.
5. On each anniversary of the Effective Date , the Customer agrees that the Contract Amount may be increased
by Tidy Green Clean to reflect changes to the Consumer Price Index, such increase (if any) to be notified by
Tidy Green Clean to the Customer in writing 30 days prior to such date.
6. This Agreement shall constitute the entire agreement between the parties and shall be deemed to include
the Cleaning Agreement and the Cleaning Schedule. Any amendments or modification to the Agreement, the
Cleaning Agreement, or the Cleaning Schedule, will not affect or diminish in any way the remaining
provisions of this Agreement and must be in writing and accepted by the Customer and an authorised
signatory of Tidy Green Clean.
7. It is expressly agreed that Tidy Green Clean is an independent contractor and is not, and will not be, an
employee or agent of the Customer.
8. Paper products, bin liners and soap and any other consumable products will be provided by the Customer
unless otherwise agreed and set out in the Contract Amount provided to the customer. These products can
be provided by Tidy Green Clean and will be charged accordingly.
9. The Customer shall permit Tidy Green Clean, its employees, franchisees and sub-contractors access to the
Named Areas and other facilities as set out in the Cleaning Schedule at all reasonable times to permit the
supply of the contracted cleaning services. If Tidy Green Clean is prevented or in some way obstructed by the
Customer, its staff or agents, from supplying the contracted cleaning services it will be treated as having
performed such services and the sum due for the provision of such services will be payable by the Customer
in the ordinary course.
10. Any failure by Tidy Green Clean to perform its obligations under this Agreement through circumstances of
force majeure including but not limited to fire, explosion, accident, mechanical breakdown, interruption to
the supply of materials, epidemic, or any other cause outside Tidy Green Clean's control will not constitute a
breach of this Agreement by Tidy Green Clean.
11. This Agreement may be terminated by the Customer for material breach by Tidy Green Clean. Before
termination is effective the Customer must give written notice of the breach to Tidy Green Clean and must
allow 7 days for Tidy Green Clean to rectify the breach. If the breach is not rectified within such period, the
Customer may notify Tidy Green Clean in writing of its termination of this Agreement by giving 30 days’
notice.
12. In the event of any person transferring to the employment of Tidy Green Clean or any of its franchisees, sub-contractors and agents pursuant to the TUPE Regulations, as a result of this Agreement, the Customer shall
indemnify and hold harmless Tidy Green Clean and its franchisees, sub-contractors and agents against any
liability in respect of such person in respect of any act or omission occurring in any period prior to the date
of such transfer.
13. In the event of any person transferring 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
howsoever arising, the Customer shall indemnify and hold harmless Tidy Green Clean and its franchisees,
sub-contractors and agents against any liability in respect of such person in respect of any period or event
arising after the date of such transfer.
14. The Customer shall keep Tidy Green Clean indemnified against and harmless from any liability, costs,
damages or expenses arising from the personal injury or death of any employee, franchisee or sub-contractor of Tidy Green Clean whilst on the premises of the Customer due to the negligence or other act or
omission of the Customer.
15. Tidy Green Clean shall indemnify the Customer against any loss of or damage to the property of the
Customer caused by the negligent acts or omissions of any employee, franchisee or sub-contractor of Tidy
Green Clean subject to a maximum amount of £500,000 in respect of any one incident or series of related
incidents and a maximum amount of £1,000,000 in respect of all and any incidents (whether or not related)
arising during the term of this Agreement.
16. Save as provided in clause 15, all liability of Tidy Green Clean to the Customer, its agents and employees is
excluded to the maximum extent permissible by law, provided that in no circumstances shall the liability of
Tidy Green Clean to the Customer, its agents or employees be limited or excluded in respect of personal
injury or death caused by the negligence of Tidy Green Clean.
17. Any notice to be given under this Agreement shall be given in writing to the address of the Customer or Tidy
Green Clean (as appropriate) stated in this Agreement. Any notice given to Tidy Green Clean will be deemed
given on the date of receipt by Tidy Green Clean. Notices given to any agent, franchisee or sub-contractor of
Tidy Green Clean shall not be effective service on Tidy Green Clean.
18. This Agreement shall be governed by Scottish law and the Customer and Tidy Green Clean agree to submit to
the non-exclusive jurisdiction of the Scottish Courts.
