PASSMORE CLEANING COMPANY LTD
Company No. 10779952
VAT No. GB 307 8401 15
Tel: 01326 333 565

Terms and Conditions

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Last Updated: MARCH 2026

1. DEFINITIONS

1.1 in these Terms:

1.2 Words in the singular include the plural and vice versa.
1.3 Headings are for convenience only and do not affect interpretation.

2. CONTRACT formation

2.1 These Terms apply to all Services supplied by the Company.
2.2 A Contract is formed when the Client accepts a quotation or instructs the Company to proceed.
2.3 These Terms override any terms proposed by the Client unless agreed in writing by a Company Director.
2.4 No variation is valid unless confirmed in writing by the Company.
2.5 Both parties agree to comply with all applicable laws and regulations.

3. NON-SOLICITATION OF STAFF

3.1 The Client shall not, without written consent, directly or indirectly employ or engage any Cleaner introduced by the Company during the Contract or within 6 months of its termination.

3.2 Breach of this clause will result in a fee payable to the Company equal to:

3.3 The parties agree that this fee represents a reasonable estimate of the Company’s loss, including recruitment, training, and operational costs, and is not a penalty.

4. QUOTATIONS

4.1 Quotations are based on information provided by the Client.
4.2 The Company reserves the right to amend quotations if actual conditions differ.
4.3 Quotations are valid for 14 days unless otherwise stated.
4.4 Site visits may be required for accuracy.
4.5 Services are priced and delivered based on the agreed scope of work, service standard, and frequency, rather than fixed time allocations, unless explicitly agreed in writing.

4.6 Where Services are quoted on a time-based basis (e.g. emergency or temporary cover), this will be clearly stated in the quotation.

4.7 Emergency services may incur additional charges.

5. EQUIPMENT AND CLIENT OBLIGATIONS

5.1 The Company will supply all equipment and materials unless agreed otherwise.
5.2 The Client must provide access to water, electricity, and adequate lighting.
5.3 The Client is responsible for ensuring the premises are safe and compliant with health and safety regulations.
5.4 Where Client-supplied products are used, COSHH documentation must be provided.
5.5 The Company is not responsible for damage caused by unsuitable Client-provided equipment or materials.

6. PRICING AND PAYMENT

6.1 All prices are in GBP and exclusive of VAT unless stated otherwise.
6.2 Invoices are issued electronically unless agreed otherwise.
6.3 Payment terms are 30 days from invoice date unless agreed otherwise.
6.4 The Company reserves the right to suspend Services for overdue accounts.
6.5 The Client shall be responsible for all reasonable costs incurred by the Company in recovering overdue payments, including debt recovery fees, legal costs, and administrative charges.

6.6 Late Payment (Commercial Clients Only):
The Company reserves the right to charge interest at 8% above the Bank of England base rate, plus recovery costs, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

6.7 The Client shall not withhold payment without agreement.
6.8 Additional work will be quoted separately.
6.9 Prices may be reviewed with reasonable notice.
6.10 Annual price review and indexation

The Company may review and adjust the Service Fee annually with effect from 1 April each year by giving the Client not less than 30 days’ written notice.

The Services are wage-led. Unless otherwise agreed in writing, the annual adjustment will be calculated using the following indexation split:

(a) Labour, statutory on-costs and delivery (85%) linked to the Real Living Wage; and
(b) Service management and compliance (15%) linked to the Consumer Prices Index (CPI).

The Real Living Wage uplift will be the percentage change in the Real Living Wage as published by the Living Wage Foundation, using the most recently published rate available prior to 1 April of the relevant year.

The CPI uplift will be the percentage change in the Consumer Prices Index (CPI) as published by the Office for National Statistics, using the most recently published CPI figure available prior to 1 April of the relevant year.

The resulting percentage adjustment will be applied to the Service Fee from 1 April. The Service Fee is exclusive of VAT, which will be charged at the prevailing rate.

If any index is replaced, renamed, discontinued, or materially changed, the Company may use a reasonable equivalent index published by an authoritative body, or agree a replacement index with the Client, acting reasonably.

This clause does not prevent the Company from making additional price adjustments at any time where the specification, scope, frequency, access arrangements, hours, timings, site requirements, security requirements, compliance or accreditation requirements, or Client instructions change, or where changes in law, regulation, or site rules increase the cost of delivery. Any such adjustment will be notified in writing.

7. PAYMENT METHODS

7.1 Accepted payment methods include bank transfer, card, and cash (by agreement).
7.2 Card payments will only be taken with prior authorisation.

8. CANCELLATION AND TERMINATION

8.1 Either party may terminate ongoing commercial contracts with 1 month’s written notice.
8.2 The Company may terminate immediately where:

8.3 The full agreed charge for the scheduled Service shall apply where:
(a) less than 24 hours’ notice of cancellation is given; or
(b) the Company is unable to access the Client Premises at the agreed time.

8.4 Rescheduling requires 24 hours’ notice and is subject to availability.

9. SERVICE DELIVERY

9.1 Services will be delivered with reasonable care and skill.
9.2 Timeframes are estimates only.
9.3 Results cannot be guaranteed to restore items to ‘as new’ condition.

9.4 The Company reserves the right to determine the appropriate number of operatives and time required to deliver the agreed standard of service.

9.5 The Client acknowledges that service duration may vary depending on site conditions, requirements, and operational efficiency.

10. COMPLAINTS

10.1 Issues should be reported within 24 hours where possible.
10.2 The Company must be given the opportunity to rectify issues.

11. LIABILITY

11.1 The Company maintains public liability insurance.
11.2 Nothing excludes liability for death, injury, or fraud.
11.3 Subject to clause 11.2, the Company’s total liability arising under or in connection with the Services shall be limited to:
(a) the total fees paid by the Client in the preceding 12 months; or
(b) £1,000,000,
whichever is lower.
11.4 The Company is not liable for indirect losses or pre-existing damage.
11.5 The Company shall not be liable for:
(a) loss of profits;
(b) loss of business;
(c) business interruption;
(d) loss of contracts; or
(e) any indirect or consequential losses.

12. DAMAGE AND CLAIMS

12.1 Damage must be reported within 24 hours.
12.2 The Company may inspect and resolve issues.
12.3 The Company is not liable for unsecured fragile items.
12.4 Fraudulent claims may be pursued.

13. FORCE MAJEURE

13.1 The Company is not liable for delays caused by events beyond its control.

14. INSURANCE

14.1 The Company maintains appropriate insurance cover for its operations, including as a minimum:

(a) Public Liability Insurance; and

(b) Employer’s Liability Insurance.

14.2 Evidence of insurance cover shall be made available to the Client upon reasonable request.

14.3 The Company’s liability shall in all cases be subject to the terms, conditions, exclusions, and limits of its insurance policies.

15. Data Protection

15.1 The Company complies with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.
15.2 Personal data is processed only as necessary for service delivery, administration, and legitimate business operations.

16. THIRD PARTY RIGHTS

16.1 No third party has rights under the Contracts (Rights of Third Parties) Act 1999.

17. GENERAL

17.1 If any provision is found unenforceable, the remainder shall remain valid.
17.2 Failure to enforce any right does not constitute a waiver.
17.3 These Terms apply to all future Services unless updated.
17.4 Assignment / Change of Control
The Company may assign, transfer, novate, or otherwise deal with its rights and obligations under this Contract, including in connection with any sale, merger, or reorganisation of its business, by giving reasonable prior written notice to the Client. The Client shall not unreasonably withhold or delay consent where such consent is required.
17.5 Subcontracting
The Company may subcontract any part of the Services. The Company shall remain responsible for the acts and omissions of its subcontractors as if they were its own.
17.6 Electronic Signatures
The Parties agree that this Contract and any related documents may be executed electronically (including via e-signature platforms such as DocuSign), and such signatures shall be legally binding and have the same effect as wet-ink signatures.
17.7 Dispute Resolution / Escalation
In the event of any dispute, the Parties shall first seek to resolve the matter in good faith through operational representatives. If unresolved within 10 working days, the dispute shall be escalated to senior management of each Party. If still unresolved within a further 10 working days, the Parties agree to attempt non-binding mediation in England before commencing court proceedings.
17.8 Compliance Evidence
The Company maintains appropriate operational, health and safety, and quality compliance records (including, where applicable, COSHH, training records, DBS checks, insurance certificates, and relevant accreditations). Reasonable evidence of such compliance will be made available to the Client upon request.

18. GOVERNING LAW

18.1 These Terms are governed by the laws of England and Wales.
18.2 The courts of England and Wales have jurisdiction.

19. TEMPORARY COVER SERVICES (SHORT TERM COMMERCIAL SUPPORT)

19.1 The Company may provide temporary cleaning cover services where a Client’s usual staff are unavailable, including sickness, holiday, or interim arrangements.

19.2 Temporary Cover Services are provided on a flexible basis and do not constitute a fixed-term or ongoing agreement unless agreed in writing.

19.3 The Client may increase, reduce, pause, or terminate Temporary Cover Services with a minimum of one (1) week’s written notice.

19.4 The Company will use reasonable endeavours to accommodate changes, subject to availability.

19.5 The Company does not guarantee availability and may decline or withdraw services where:

19.6 Charges will be based on agreed rates and may vary depending on urgency and requirements.

19.7 Requests made with less than 48 hours’ notice may incur additional charges.

19.8 All other Terms apply unless varied by this section.