These are the sole terms of business of STAYCLEAN SERVICES (the "Agency") and shall govern all transactions between the Agency and the client of the Agency (the "Client") save as otherwise expressly agreed in writing by the Agency. These terms and conditions of business apply in preference to and supersede any terms and conditions referred to, offered to or relied on by the Client whether in negotiation or at any stage in the dealings between the Agency and the Client in respect of the service supplied by the Agency to the Client as specified in this Agreement (the "Service")

1.   PAYMENT

1.1 The client shall sign and return to the Agency a Standing Order Mandate or agreed method of payment authorising payment of the sum specified on the front of this Agreement to be made by the Client’s bank in the form of a quarterly or monthly retainer payable in advance. Such payments will continue until the Agreement is terminated in accordance with clause 6.2 whether or not a Cleaner is employed by the Client through the Agency save the Agency will credit the Client’s account with an amount of time equivalent to one month’s retainer (a "No Charge Month") in circumstances where through no fault of the Client no Cleaner has been provided for any period or periods aggregating one complete month but not otherwise. Any credit standing to the Client’s account can, at the Client’s option, be added to the end of the Client’s contract such that the Agency will continue to supply the Client with a Cleaner notwithstanding termination in accordance with clause 6.2 until expiry of the period credited or the Client may be arrangement with the Agency arrange for the period credited to be taken during the term of the contract.

1.2 For the avoidance of doubt and subject always to Clause 1.1 the Client will only be entitled to receive a credit in respect of a No Charge Month where

1.2.1 the client requests in writing to the Agency for a No Charge Month and this request is agreed by the Agency; or

1.2.2 the Cleaner is absent through no fault of the Client and the Client has duly notified the Agency in accordance with these terms and conditions; or

1.2.3 the Agency has failed to allocated a substitute Cleaner within 5 working days of receipt of notification from the Client of a requirement for a replacement Cleaner.

1.3 If this Agreement is terminated rebates will be made by the Agency for fees paid in advance or to date in respect of any credit standing to the Client’s account. The Client will be entitled to have a Cleaner allocated for the duration of any notice period and where appropriate for any additional period for which the client has paid in advance will be refunded. For the avoidance of doubt, on termination of the Agreement by either party no rebate will be made where the Client has declined the allocation of a Cleaner in respect of any notice given for which the Client has paid the Agency in advance. If the Agency terminates the Agreement and is unable or declines to supply a Cleaner for any period for which the Client has paid the Agency in advance the Agency will refund the amount of such advance payment made.

1.4 The Client is responsible for paying any Cleaner used by the Client in cash (or by other method agreed in writing by the Client and the Cleaner) weekly at the agreed hourly rate together with any travel costs specified on the front page of this Agreement or notified by the Agency from time to time.

1.5 The Client and the Cleaner shall use a Worker’s Earning Receipt Form in the form (as amended from time to time) supplied by the Agency.

1.6 For tax purposes the Client shall for a period of not less than six years keep copies of all Worker’s Earning Receipt Forms in respect of all cleaners employed by the Client and shall provide the Agency with copies upon request.

1.7 Unless agreed otherwise with the Cleaner a sum of £5.50 (or such other sum as may be notified by the Agency to the Client from time to time) will be payable to the Cleaner to compensate for expense and inconvenience should the Client cancel appointments with the Cleaner by giving the Cleaner less than 24 hour’s notice or no notice at all.

2.1 The Agency will use its reasonable endeavours to obtain from its database a list of suitable Cleaners and submit these to the Client once the mandate is returned to the Agency. The Client will be able to interview Cleaners and select a Cleaner with whom the Client will contract directly to carry out interior domestic cleaning and ironing

2.2 The Agency will send the mandate to the Client’s bank and will obtain payment once a Cleaner has been allocated by the Agency to the Client. A Cleaner shall be deemed to have been allocated when the Agency has supplied the Cleaner with the Client’s details and has instructed the Cleaner to telephone the Client within 24 hours. In the event of cancellation by the Client prior to allocation of Cleaner a £15 cancellation fee is payable.

2.3 The Agency will use its reasonable endeavours to reply promptly to any queries of the Client and assist in arranging interviews between the Client and a prospective new or replacement Cleaner or Cleaners.

2.4 The Agency will make available to the Client and Cleaner’s references on request provided the Cleaner is to be or has been interviewed by the Client.

3.1 The Client shall retain the services of a Cleaner under a Contract for Services and there shall be no relationship of employer and employee as between the Client and the Cleaner. The Client will be responsible for arranging cleaning times, giving instructions and making correct and timely payments at the agreed hourly rate directly to the Cleaner.

3.2 The Client will keep the Agency fully informed by giving at least 48 hour’s notice of:

3.2.1 any changes in requirements relating to the days or hours worked by a Cleaner; or

3.2.2 any complaint about a Cleaner which results in the Client wishing to appoint a new Cleaner in place of the existing Cleaner; or

3.2.3 any absences of a Cleaner in order to enable the Agency to take remedial action

3.3 Unless otherwise agreed with the Cleaner the Client will give 24 hours' notice to the Cleaner of any changes in duties in carrying out his or her work.

3.4 The Client will supply all the necessary cleaning and ironing materials which must include a working vacuum cleaner and fully operational steam iron and ironing board, if ironing is required.

3.5 The Client will give all instructions as to hours to be worked and duties to be performed direct to the Cleaner.

3.6 The Client must provide a clear set of instructions for the Cleaner and must only require him or her to do interior domestic cleaning or ironing.

4.   INSURANCE

4.1 As a benefit to the Client each Cleaner introduced to the Client through the Agency will be covered by an insurance policy which included public liability cover providing for a maximum payment of £1,000,000 in the event of damage to or loss of the Client’s property provided that this damage or loss is caused by the negligence or omission of the Cleaner. The Client acknowledges and confirms that each Cleaner is employed by the Client not the Agency and that, save as otherwise provided herein, the Agency shall not be liable for any act, default or omission of the Cleaner.

4.2 The insurance policy will only cover loss or damage to property if and to the extent that the loss or damage is of a value in excess of £100. Neither the Agency not its insurers will accept liability for any claims under £100 which are hereby excluded. Where any claim is of a value in excess of £100 the Client shall be liable to pay the first £100 of any such claim.

4.3 The insurance policy does not cover theft of property or possessions or loss or damage caused by bleach or any substances containing bleach.

4.4 The insurance policy is subject to the terms and condition contained therein, details of which are available from the Agency on request, and the Client shall be bound by the terms and conditions thereof. The Client acknowledges and agrees that such insurance is provided as a benefit by the Agency and in the event that any claim by the Client is not covered by the terms and conditions of such policy the Agency shall not be liable to the Client in consequence.

4.5 The Agency will not arrange for the insurance referred to in this clause if the Agency fee has not been paid by the Client in accordance with the terms and conditions of this agreement.

4.6 An insurance policy taken out by the Client may void the insurance policy referred to in this clause in which event all damage and loss will only be recoverable under any policy of the Client.

5.   EXCLUSIVE OF LIABILTY

5.1 The Agency hereby accepts liability in the event of death or injury to any person arising out of the negligence of the Agency, its agents or employees or of any Cleaner.

5.2 To the extent permitted by law and subject to the provisions of clause 5.1 the Agency hereby excludes liability for any loss or damage whatsoever to the Client or any goods or property of the Client arising in any way whatsoever including breach of contract, breach of any statutory provisions or implied terms and/or as a result of the negligence of the Agency or its employees or agents or of any Cleaner.

5.3 The Agency shall not be liable in any event for any consequential, indirect or special losses suffered by the Client arising in any way whatsoever including without limitation to the generality of the foregoing from breach of contract or in tort or as a result of the negligence of the Agency or its employees or agents or of any Cleaner supplied by the Agency and including (without limitation) any loss of income, loss of profits or loss of interest or opportunity.

5.4 The Agency shall not be liable in any circumstances for any consequential, indirect or special losses incurred by the Client as a result of any failure of a Cleaner to comply with his or her contractual obligations for whatever reason notwithstanding that such a Cleaner may have been introduced or recommended by the Agency to the Client.

5.5 The Agency shall not be liable for any failure of, or delay in, performance of any contract or part thereof in pursuance of these terms and conditions which is due wholly or partially to the imposition, application or enactment of any law or statutory regulation (whether of the United Kingdom or elsewhere) by any competent authority, strikes, lock-outs, an act of God or natural disaster or other cause or occurrence reasonably beyond the control of the Agency.

5.6 All warranties in respect of the Service whether implied by statute or common law, made expressly or otherwise are hereby excluded to the extent permitted by law. Furthermore, to the extent permitted by law, the Agency does not guarantee the Service or the performance thereof in any way whatsoever.

5.7 The Agency shall not be required to perform or complete the performance nor shall it incur any liability for failure to carry out the terms of this Agreement if at the relevant time the Client is in breach of any obligation to the Agency under any other contract for the supply of goods or services to the Client by the Agency. The Agency shall have a reasonable time after such a breach is remedied to carry out its obligations hereunder. If such a breach is not remedied within a reasonable time the Agency shall have the right on giving reasonable notice to the Client to terminate the Agreement and shall have the same remedies against the Client as if there has been a breach by the Client of a term of this Agreement enabling the Agency to rescind it.

5.8 The Agency is not responsible for failure of any Cleaner to return keys or any loss of whatever nature that may arise as a result. The Cleaner shall be liable therefore unless the Cleaner is employed by the Agency in which event the Agency shall be liable subject to the provisions of this Clause 5.

5.9 Without prejudice to the foregoing provisions of this Clause 5 the Agency shall not be liable for any loss or damage caused by bleach or any substances containing bleach, howsoever arising.

6.1 The Agency can terminate this Agreement only by giving not less than one month’s notice in writing to the Client.

6.2 The Client can terminate this Agreement only by giving not less that one month’s notice in writing to the Cleaner and the Agency.

6.3 For a period of 12 months following termination of this Agreement the Client will not employ or use the services of any Cleaner who is or has been contracted as a cleaner by the Client through the Agency.

6.4 The Client will not refer any Cleaner introduced by the Agency to any other person except through the Agency.

6.5 The restrictions contained in Sub-Clauses 6.3 and 6.4 are separate and distinct and each is to be construed separately from the other.

6.6 The restrictions contained in Sub-Causes 6.3 and 6.4 are considered reasonable by the parties but in the event that either of such restrictions shall be found to be void but would be valid if some part thereof were deleted or the scope or period reduced, such restriction shall apply with such modification as may be necessary to make it valid and effective

7.   GENERAL

7.1 This Agreement is the entire agreement between the Agency and the Client in respect of the Services and no variation of this Agreement shall be effective unless such variation is in writing and signed by the Client and the Agency. This Agreement replaces any relevant existing agreement between the Client and the Agency.

7.2 If any provision of the Agreement shall be found to be void, invalid or unenforceable, whether by a court of law, agreement of the parties or otherwise, the remainder of this Agreement shall remain in full force and effect notwithstanding any such invalidity, illegality or unenforceability but the provision in question will either be amended so as to make it valid, legal and enforceable or, in the event that this is not possible, deleted.

7.3 No delay or failure on part of the Agency to exercise or enforce any rights or remedies pursuant to the terms of this Agreement shall constitute a waiver of such rights or operate to prejudice the exercise of any such rights at any time thereafter.

7.4 Any headings to clauses or sub-clauses are for convenience only and shall not affect the interpretation or construction thereof.

7.5 These terms and conditions shall be construed in accordance with and governed by English law and subject to the jurisdiction of the English courts.