SOAP PROFESSIONAL CLEANING PTY LIMITED – COMMERCIAL TERMS OF SERVICE
1. Definitions and interpretation
- In this agreement unless the contrary intention appears:
- ‘Cleaning Materials’ means cleaning products other than non-disposable equipment;
- ‘Premises’ means the premises at which the Services are to be provided specified on the first page of this agreement, as varied from time to time in accordance with these terms;
- ‘Services’ means the services specified on the first page of this agreement, as varied from time to time in accordance with these terms;
- ‘Service Charges’ means our charges for the Services specified on the first page of this agreement, as varied from time to time in accordance with these terms;
- ‘Service Times’ means the days on which and times at which the Services are to be provided specified on the first page of this agreement, as varied from time to time in accordance with these terms;
- ‘Variation’ means a change, alteration or addition to the Premises, Services, Service Charges or Service Times.
- ‘We’, ‘our’ and ‘us’ means SOAP Professional Cleaning Pty Limited ABN 52 600 689 530; and
- ‘You’ and ‘Your’ means the Customer named on the first page of this agreement.
- Headings used in this agreement are for ease of reference only and shall be ignored in the interpretation of this agreement.
2. Provision of Services
We will provide one or more cleaners to supply the Services at the Premises at the Service Times.
3. Your representations and warranties
You represent and warrant to us that, at all Service Times:
- You will be authorized to occupy and use the Premises and to obtain provision of our Services;
- Our cleaners will have unobstructed access to the Premises and all services and utilities (including, without limitation, hot and cold water, electricity and garbage bins) required to provide the Services;
- There will be no undisclosed hazards (including, without limitation, loose or slippery surfaces, dangerous conditions, dangerous substances and dangerous animals) in the Premises;
- You will move all items heavier than 10kg (e.g., furniture or white goods) in the Premises that our cleaners are required to clean under or behind;
- You will secure or remove all fragile, delicate, breakable or valuable items, including cash, jewellery, works of art, antiques or items of sentimental value in the Premises before our cleaners provide the Services; and
- You will secure all animals in the Premises before our cleaners provide the Services, so that the animals cannot interfere with our cleaners or their performance of the Services, nor escape from the Premises.
4. Health and safety issues
- You agree to ensure that all persons in the Premises are made aware of the risk that floors and other surfaces in the Premises may be slippery after we provide the Services.
- If our cleaners reasonably consider the Premises or any part of them to be unsafe or dangerous to health:
- They may decline to enter and provide our Services in the Premises or those parts; but
- You will still be liable for the full cost of the Services.
You agree that you are solely responsible for the control, safety and welfare of all animals in or about the Premises and any damage, loss or injury that they cause and that you will take all steps necessary to prevent them causing damage, loss or injury.
6. Limited or no access to premises, etc; obstruction or interference
You agree to pay our Service Charges in full even if our cleaners are prevented from performing all the Services during the Service Times due to:
- Limited or no access to the Premises (including, without limitation, inadequacy of parking enabling loading or unloading of equipment or Cleaning Materials), services, utilities or equipment or Cleaning Materials that you have agreed to provide; or
- Obstruction or interference by you or anyone else with our cleaners’ performance of the Services.
7. Rescheduling and cancellation of services
- If you request us in writing to reschedule the supply of our Services from a specific Service Time to another day or time (otherwise than by a Variation), we will endeavour to accommodate your request, subject to availability of our cleaners.
- If we are unable to perform our Services at any specific Service Time, we will give you as much notice as we can and will reschedule performance of the Services to another mutually agreeable day or time.
- If you cancel the supply of our Services for a specific Service Time (whether due to our inability to reschedule the supply of our Services to a mutually agreeable time or any other reason) by less than 24 hours’ notice, you agree to pay our Service Charges for the relevant Services in full.
8. Keys to the Premises
- You agree to provide us with all keys, access cards, security codes and other devices and information required to access the Premises and all replacements for them.
- We will keep all such devices and information secure and will only give or disclose them to our cleaners, supervisors and managers on a ‘need to have/know’ basis.
- If any key, access card or device required to access the Premises is lost whilst in our care, our liability to you will be limited to payment of the reasonable cost of its replacement.
9. Equipment and cleaning materials
- We reserve the right, acting reasonably, to specify all equipment and Cleaning Materials required to perform the Services.
- All equipment and Cleaning Materials required to perform the Services will be provided by you (at your cost) or by us (at our cost), as specified on the first page of this agreement.
You agree to our cleaners and our other personnel taking photographs in and around the Premises as a record of their condition before, during and after provision of the Services.
11. Variations of Premises, Services, Service Charges or Service Times
- Subject to paragraph b. of this clause, Variations will only be effective if and when agreed to in writing between you and us.
- We reserve the right to vary our Service Charges to reflect Variations to the Premises, the Services or the Service Times and increases in our costs. Unless an increase in our Service Charges is effected by written agreement between you and us, we will give you not less than one month’s written notice of it.
- Our cleaners are not authorized to agree to any Variation.
12. Goods and services tax (GST)
Our Service Charges are inclusive of GST.
13. Invoicing and payment
- We will invoice you for:
- Our Services Charges; and
- The Cleaning Materials we use in the performance of the Services, if it is specified on the first page of this agreement that we are to provide them.
- You agree to pay our invoices on the days on which we provide our Services or issue our invoices (whichever is later). If you provide us with your credit card details, you authorize us to debit your credit card for our Service Charges on those days.
14. Late payment
If you are late paying any of our invoices:
- You agree to pay interest on the outstanding amount from the due date until the date of payment in full at the rate of 1.5% per month; and
- We reserve the right to suspend provision of the Services until you have paid all our invoices and accrued interest.
- If you are dissatisfied with performance of any of our Services, you agree to notify us in writing within 24 hours after its performance, specifying the reason for your dissatisfaction.
- Provided we receive notice from you in accordance with paragraph a. of this clause, we will perform the relevant Service again without additional charge.
16. Engagement of cleaners separately
- To compensate us for the costs incurred by us in training and supporting our cleaners, you agree:
- That, so long as this agreement continues in effect, if you engage any of our cleaners (whether directly or indirectly) to provide (otherwise than under this agreement and whether at the Premises or elsewhere) any of the Services or any other service that we provide, you will pay to us on demand a sum equal to the sum or sums that we charge to provide equivalent services; and
- That if, within 12 months following termination of this agreement, you engage any of our cleaners (whether directly or indirectly) to provide (whether at the Premises or elsewhere) any of the Services, you will pay to us on demand a sum equivalent to our Service Charges for the supply of our Services at the Premises and at the Service Times for a period of 12 months.
- You agree that the payments you agree to make pursuant to paragraph a. of this clause are a reasonable amount to compensate us for the loss of our investment in training and support of our cleaners and to protect the goodwill of our business.
17. Exclusions and limitations
- We will have no liability to you or any other person for (and you agree to indemnify us and hold us harmless against all claims, demands, actions, judgments, costs and expenses in respect of) damage to or loss of any property in or about or forming part of the Premises which is caused or contributed to by:
- The age or condition of the property (including, without limitation, fragile blinds, baseboards, window frames, columns, door frames, old light fittings and other old or fragile areas and flaky or unstable paintwork); or
- Movement of any item which has no or inadequate protection to prevent damage to the item or to other property; or
- Use of equipment or Cleaning Materials supplied by you; or
- A breach of your obligations under this agreement; except to the extent (if any) that the damage or loss was caused or contributed to by negligence of us, our cleaners or our other personnel.
- To the fullest extent permitted by law, our total liability to you for any damage or loss that you suffer or incur in consequence of our performance of the Services (other than liability for personal injury or death) shall be limited, at our option, to one or more of the following:
- If the breach relates to goods:
- The replacement of the goods or the supply of equivalent goods;
- The repair of such goods;
- The payment of the cost of replacing the goods or of acquiring equivalent goods; or
- The payment of the cost of having the goods repaired; and
- If the breach relates to services:
- The supplying of the services again; or
- The payment of the cost of having the services supplied again.
- If the breach relates to goods:
- In no circumstances will we be liable to you for indirect or consequential loss or damage.
You agree to indemnify and hold us harmless against all claims, demands, actions, judgments, liability, loss, cost and expense that we suffer or incur in consequence of your breach of any term of this agreement.
This agreement may be terminated at any time by:
- Either party giving the other not less than 14 days’ written notice of termination; or
- Us giving you written notice of termination effective immediately if you are in serious or persistent breach of terms of this agreement.
20. Changes to the agreement
No change to any term of this agreement will be effective unless it is in writing and signed by both parties or their respective duly authorized representatives.
21. Force majeure
Neither party will be liable to the other for any loss or damage suffered by the latter due to a failure by the first-mentioned party to perform its obligations under this agreement that is due to circumstances beyond that party’s control.
Any notice to be given under this agreement must be in writing and may be given to the party to be served at its address in this agreement or any address substituted therefor in accordance with this clause.
Any provision or part of this agreement that is deemed to be or becomes illegal, invalid or unenforceable in any respect shall be deemed to be severed from this agreement and the remaining provisions hereof shall in no way be affected or impaired thereby.