Terms & Conditions of Service

BONAVICH

The New Standard In Facilities Management

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TERMS AND CONDITIONS OF SERVICE

 

Facilities Management & Cleaning Services Agreement — Version 2.0

 

1. DEFINITIONS AND INTERPRETATION

 

"Company" means Bonavil and Hitchings Ltd t/a Bonavich, 77 Fulham Palace Road, Hammersmith Spaces, London W6. "Client" means the business or individual entering into this Agreement. "Services" means the facilities management, cleaning and associated services as described in the applicable Service Schedule or Quotation. "Staff" means any employee, worker or contractor deployed by the Company. "Agreement" means these Terms together with any Service Schedule, Quotation or Acceptance Form signed by the Client. "Initial Term" means the first twelve (12) months from the Commencement Date. "Renewal Term" means each successive twelve (12) month period following the Initial Term. "Minimum Revenue Commitment" means three (3) months' service fees at the rate applicable at the date of notice. "Redundancy and Redeployment Costs" means costs reasonably incurred by the Company in connection with Staff affected by termination of this Agreement.

 

2. NATURE AND SCOPE OF SERVICES

 

2.1 Managed Service Provision The Company provides a managed facilities and cleaning service. This Agreement constitutes the supply of a managed staffing and service solution and is not a contract for labour charged by the minute, hour, individual task or discrete area. The agreed monthly fee represents the cost of maintaining a fully trained, insured and managed workforce allocated to fulfil the Client's requirements.

 

2.2 Fee Structure — Not Task or Time Based The Client expressly acknowledges that: (a) the agreed fee is not calculated on a minute-by-minute, task-by-task or area-by-area basis and shall not be subject to pro-rata reduction on account of any individual visit being shorter than anticipated, provided the Company has exercised reasonable endeavours; (b) temporary inaccessibility of any part of the premises shall not entitle the Client to any fee reduction; (c) the Client's payment obligations are not conditional upon completion of every discrete task on every occasion.

 

2.3 Staffing, Cover and Continuity The Company shall deploy trained and insured Staff per the agreed Service Schedule and shall use its best reasonable endeavours to provide suitable cover in the event of absence, sickness or holiday. Where cover cannot be arranged on the same occasion, missed tasks shall be completed at the earliest reasonable opportunity. The Company shall notify the Client promptly of any material disruption.

 

2.4 Training, Compliance and Insurance All Staff shall have received appropriate industry-standard training, comply with applicable health and safety legislation, and be covered by the Company's Public Liability and Employers' Liability Insurance at all times on the Client's premises.

 

2.5 Service Rectification Genuine evidenced concerns must be submitted in writing to info@bonavich.com within twenty-four (24) hours. The Company's sole obligation is to rectify at no additional charge. The Client shall not withhold, delay, reduce or offset any payment on account of any alleged deficiency. The Client's remedy is limited to rectification herein.

 

3. NON-SOLICITATION AND PROHIBITION ON DIRECT ENGAGEMENT

 

3.1 Non-Solicitation Covenant During this Agreement and for twelve (12) months following termination, the Client shall not directly or indirectly solicit, approach, induce or encourage any Staff member to leave the Company's employment, or offer any such person employment or engagement of any kind, whether through the Client or any associate, subsidiary or third party.

 

3.2 Introduction Fee Should the Client engage any Staff member in breach of Clause 3.1, the Client shall pay an introduction fee equal to the greater of: (a) twelve (12) weeks of the monthly service fee; or (b) £5,000. This is a genuine pre-estimate of loss and is payable within seven (7) days of demand.

 

3.3 No Direction or Redeployment of Staff The Client shall not direct, instruct, supervise or redeploy Staff outside the agreed scope without prior written consent. Any variation must be agreed in writing. The Client shall not vary, override or circumvent the terms of employment between the Company and any Staff member.

 

4. CONTRACT TERM, AUTOMATIC RENEWAL AND TERMINATION

 

4.1 Initial Term This Agreement commences on the Commencement Date and continues for an Initial Term of twelve (12) months, reflecting the Company's commitment to allocating, training and retaining dedicated Staff and the associated operational and employment costs in establishing the service.

 

4.2 Automatic Renewal Upon expiry of the Initial Term this Agreement shall automatically renew for successive Renewal Terms of twelve (12) months each without further action by either party, unless terminated in accordance with this Clause 4. It is the Client's responsibility to provide notice if it does not wish the Agreement to renew.

 

4.3 Termination During Probationary Period (Months 1) During the first 1 months (the "Probationary Period"), either party may terminate by giving not less than one (1) calendar month's prior written notice, subject in all cases to Clause 4.6. 4.4 Termination After the Probationary Period

 

Following the Probationary Period, either party may terminate by giving not less than two (2) calendar months' prior written notice at any time during the Initial Term or any Renewal Term. Notice shall not take effect earlier than the end of the two (2) month notice period regardless of the remaining duration of the Renewal Term.

 

4.5 Termination for Cause

 

Either party may terminate immediately by written notice if the other: (a) commits a material breach unremedied within twenty one (21) days of written notice; (b) enters insolvency, administration or liquidation; or (c) ceases to trade. Termination by the Company for cause shall not prejudice recovery of the Minimum Revenue Commitment under Clause 4.6.

 

4.6 Minimum Revenue Commitment and Cost Recovery on Termination

 

The parties acknowledge that the Company incurs significant fixed costs in staffing, training, equipping and insuring the service and that premature termination causes material financial loss. Accordingly, upon termination for any reason other than cause attributable to the Company, or where the Client cancels or withdraws prior to expiry of the applicable notice period:

 

(a) The Client shall pay a sum equal to three (3) months' service fees at the rate applicable at the date of notice (the "Minimum Revenue Commitment"), whether or not Services are utilised or attendance is required during that period. This reflects the Company's irrecoverable staffing commitment and is a genuine pre-estimate of loss, not a penalty.

 

(b) The Client shall reimburse any reasonable redundancy payments, statutory costs, notice pay or redeployment costs for Staff whose positions are affected by termination. The Company shall provide reasonable written evidence of such costs.

 

(c) All outstanding invoices remain payable in full and shall not be offset against the Minimum Revenue Commitment. All sums are invoiced by the Company and payable within seven (7) days. The Minimum Revenue Commitment is payable regardless of whether the Client instructs Staff to attend, whether access is provided, or whether any part of the Services is utilised during the three-month recovery period.

 

4.7 Obligations on Termination

 

On termination the Client shall: (a) permit removal of all Company property from the premises; (b) pay all outstanding invoices immediately; and (c) continue to comply with Clause 3 for the period specified.

 

5. FEES, INVOICING AND PAYMENT

 

5.1 Service Fees

 

The Client shall pay fees as set out in the Service Schedule or Quotation. Fees are reviewed annually and may be adjusted on thirty (30) days' written notice to reflect changes in the National Living Wage, statutory costs, insurance or operational requirements.

 

5.2 Invoicing Schedule

 

The Company shall issue an Invoice seven (7) days before the end of each Service Month. The Invoice shall be deemed accepted unless a written dispute is raised per Clause 8 within forty-eight (48) hours of receipt.

 

5.3 Payment Due Date

 

Payment is due no later than the last working day of the Service Month. Time of payment is of the essence of this Agreement.

 

5.4 Late Payment Charge

 

If payment is not received by the due date: (a) a late payment finance charge of twenty percent (20%) of the outstanding Invoice shall be added to the following Invoice, reflecting the Company's invoice financing costs; (b) statutory interest shall accrue per the Late Payment of Commercial Debts (Interest) Act 1998 at 8% above the Bank of England base rate; (c) the Company may suspend Services without liability where any Invoice remains unpaid more than seven (7) days beyond its due date, such suspension not constituting termination; (d) all reasonable recovery costs including legal fees and debt collection charges are recoverable from the Client.

 

5.5 No Set-Off, Deduction or Conditional Payment

 

The Client shall not withhold, set off or reduce any sum due by reason of any alleged deficiency, counterclaim or dispute unless expressly acknowledged by the Company in writing. All Invoice amounts are payable in full. The monthly fee is not conditional upon perfect task completion. Where the Company has deployed Staff and exercised reasonable endeavours, the full fee is due. The Client's remedy for any evidenced shortfall is rectification under Clause 2.5 only.

 

6. CLIENT OBLIGATIONS

 

The Client shall: (a) provide safe, unobstructed access to all areas at the agreed times; (b) ensure premises comply with health, safety and fire legislation and notify the Company of any hazards; (c) provide adequate on-site storage for materials where required; (d) refrain from instructing, supervising or directing Staff in any manner implying direct employment; (e) report any accident or incident involving Staff immediately and in writing within twentyfour (24) hours; (f) not make any defamatory or damaging public or social media statement about the Company without first raising the matter with Company management in writing.

 

7. INSURANCE, LIABILITY AND FORCE MAJEURE

 

The Company maintains Public Liability Insurance of not less than £5,000,000 per occurrence and Employers' Liability Insurance of not less than £5,000,000. Evidence is available on request. The Company's total aggregate liability shall not exceed fees paid in the three (3) months preceding the event giving rise to the claim; the Company shall not be liable for any indirect, consequential, financial or reputational loss. Nothing herein limits liability for death or personal injury caused by negligence or fraud. The Company shall not be liable for failure or delay caused by circumstances beyond its reasonable control, including pandemic, severe weather, government restriction or critical staffing shortage, provided it notifies the Client promptly and uses reasonable endeavours to restore Services.

 

8. DISPUTE RESOLUTION

 

All disputes must be raised in writing to info@bonavich.com within forty-eight (48) hours. The Company shall acknowledge within five (5) working days and seek resolution within seven (7) working days. Where informal resolution fails, the parties shall attempt mediation before commencing legal proceedings. Nothing herein prevents the Company from pursuing overdue payment or enforcing the Minimum Revenue Commitment through the courts without prior mediation. 9. DATA PROTECTION, CONFIDENTIALITY AND GENERAL PROVISIONS

 

9.1 Both parties shall comply with UK GDPR and the Data Protection Act 2018. The Company's Privacy Notice is at bonavich.com. 9.2 Each party shall keep confidential all information reasonably regarded as confidential and shall not disclose it without prior written consent except as required by law. 9.3 This Agreement supersedes all prior representations and understandings. 9.4 No variation is effective unless in writing signed by an authorised Company representative. 9.5 No failure to exercise any right constitutes a waiver. 9.6 Invalid provisions shall be modified to the minimum extent necessary; remaining provisions continue in full force. 9.7 The Client may not assign this Agreement without prior written consent. The Company may assign to any group company on notice. 9.8 This Agreement is governed by the laws of England and Wales and the parties submit to the exclusive jurisdiction of the English courts. 9.9 All formal notices shall be in writing by email (deemed received next working day) or first class post.