THIS CLEANING SERVICE AGREEMENT is entered into on [insert date]
BETWEEN
(1) Autumn Amor whose principal place of business is at [insert address],
Georgia, Georgia, United States of America (the Contractor)
(2) [insert name of client] whose principal place of business is at [insert
address], [insert city], Georgia, United States of America (the Client)
WHEREAS
(1) The Contractor is in the business of providing cleaning and other related
services.
(2) The Client requests the Contractor to perform cleaning and other related
services at the location of [insert client’s address].
It is agreed as follows:
1. Interpretation
1.1 Definitions
Agreement means any agreement made subject to the terms and conditions
below;
Services mean certain cleaning and other related services, including the
following services to be carried out by the Contractor:
[List the cleaning services to be offered]
1.2 In this Agreement, unless the context otherwise requires:
(a) references to persons include individuals, bodies corporate (wherever
incorporated), unincorporated associations and partnerships;
(b) the headings are inserted for convenience only and do not affect the
construction of the Agreement;
(c) references to one gender include all genders; and
(d) any reference to an enactment or statutory provision is a reference to it as it
may have been, or may from time to time be amended, modified, consolidated
or re-enacted.
2. Contractor’s obligations
2.1 The Contractor agrees to provide the Services in a professional and diligent
manner consistent with generally recognised industry standards and good
commercial practice, using efforts comparable to those customarily used in
providing cleaning services of equivalent value and for similar products or
services.
2.2 The Contractor shall comply with, and give all notices required by, all laws
and regulations applicable to the Services, including all laws and regulations
related to (i) anti-bribery and corruption, and (ii) data protection.
2.3 Any services outside of the scope as defined in Services will require a new
Agreement for other services, including other cleaning services agreed to by the
Parties.
3. Service Fees
3.1 In consideration for the full, prompt, and satisfactory performance of all
Services to be rendered to the Client, the Client shall pay the Contractor a
Service fee of USD [insert amount] payable in accordance with the following
schedule:
[insert schedule of payment]
3.2 The Contractor will invoice the Client prior to the Payment Dates. The
invoice will include any and all services performed under this Agreement as well
as any expenses.
3.3 Payment will be due on within 15 days of invoice. A late charge of 10% per
month on the outstanding amount will be added to any invoice not paid on time.
3.4 From time to time throughout the duration of this Service Agreement, the
Contractor may incur certain expenses that are not included as part of the Fee
for the Services to this Agreement.
3.5 The Contractor agrees to keep an exact record of any and all expenses
acquired while performing the Services. The Contractor will submit an invoice
itemising each expense, along with proof of purchase and receipt, with the
invoice.
3.6 The Client shall notify the Contractor in writing of any dispute with an invoice
along with any substantiating documentation or a reasonably detailed
description of the dispute within 5 Business Days from the date of the Client’s
receipt of such invoice subject to dispute.
3.7 The Client will be deemed to have accepted all invoices for which the
Contractor does not receive timely notification of a dispute and shall pay all
undisputed amounts due under such invoices within the period set forth in this
Agreement. The Parties shall seek to resolve all such disputes expeditiously
and in good faith.
3.8 The Client, at their own expense, shall furnish their own supplies and
equipment necessary to deliver and complete the Services as defined under
this Agreement unless otherwise agreed upon by the parties. Should the Client
not furnish the agreed upon supplies, the Client understands they will be
responsible for reimbursing the Contractor for all expenses incurred.
4. Liabilities and Indemnities
4.1 The Client shall promptly report to the Contractor any defects in
the Contractor’s performance of the Services as soon as reasonably practicable
after any such defect comes to the attention of the Client.
4.2 Where any defect in the provision of the Services is reported to
the Contractor by the Client or otherwise comes to the attention of
the Contractor, the Contractor shall, without limiting any other right or remedy of
the Client, use its reasonable endeavours to provide such further services as
are necessary in order to rectify the default as soon as is reasonably
practicable.
4.3 The parties agree that the rights and benefits held and received by the
Client through the Contractor’s Service under the Service Agreement shall only
be enforceable by the Client through such Service and upon the terms of the
Service Agreement, and any liability in respect of any breach of such rights and
benefits shall be determined solely in accordance with the terms of the Service
Agreement.
4.4 For the avoidance of doubt, the Contractor’s obligations are owed solely and
personally to the Client and shall not extend to any assignee of any of the
Client’s rights. The liability of the Contractor shall be capped to the amount of
Service Fees received under this Agreement.
4.5 The Client will indemnify the Contractor on first written demand against any
or all liabilities incurred by the Contractor arising out of or as a result of acting
as the service provider hereunder.
4.6 Neither Party shall be liable for any indirect or consequential loss
howsoever caused, including but not limited to, loss of anticipated profits, loss
of contracts, goodwill, reputation and losses or expenses resulting from third
party claims.
4.7 Autumn Amor shall obtain insurance of not less than 2,000,000 general
liability and 5,000 premises protection for the term of this agreement.
5. Term and Termination
5.1 This Service Agreement shall be effective on the date hereof and shall
continue for a period of 6 months or until the expressly agreed upon date of the
completion of the Services, unless it is earlier terminated in accordance with the
terms of this Agreement.
5.2 The Contractor may terminate this agreement at any given time upon one
month written notice to the Client.
5.3 Either party may by notice in writing forthwith terminate the Agreement if the
other party becomes bankrupt or makes any composition or arrangement with
his creditors or has a winding-up order made or (except for the purposes of
reconstruction) a resolution for voluntary winding up is passed or a receiver or
manager of its business or undertaking is duly appointed or possession is taken
by or on behalf of any creditor of any property the subject of a charge.
5.4 The Client understands that the Contractor may terminate this Agreement at
any time if the Client fails to pay for the Services provided under this Agreement
or if the Client breaches any other material provision listed in this Cleaning
Services Agreement in the manner as defined above. Client agrees to pay any
outstanding balances within 5 days of termination.
6. Property Access and Confidentiality
6.1 The Client shall provide the Contractor necessary access to areas of the
Property that were scheduled for conducting the agreed Services, at the agreed
scheduled time.
6.2 The Contractor may deem the Client’s failure to provide necessary
access as a material breach.
6.3 When necessary, the Contractor may be granted access to the Client’s
confidential and protected information for the sole purpose of performing the
Services agreed under this Agreement. The Contractor shall not share or
disclose such information, unless mandated by local law or with written
permission from the Client.
6.4 The Contractor’s obligation of confidentiality survives the termination of this
Agreement, and stays in place indefinitely.
7. Confidential information
7.1 The Contractor shall both during and after the arrangements contemplated
by this Agreement have terminated:
(a) keep confidential the terms of this Agreement and all information, whether in
written or any other form, which has been disclosed to it by or on behalf of any
other party which by its nature ought to be regarded as confidential (including,
without limitation, any business information in respect of any other party which
is not directly applicable or relevant to the transactions contemplated by this
Agreement); and
(b) procure that its officers, employees and representatives and those of its
subsidiary companies keep secret and treat as confidential all such
documentation and information.
7.2 Clause 7.1 does not apply to information:
(a) which shall after the date of this Agreement become published or otherwise
generally available to the public, except in consequence of a willful or negligent
act or omission by the recipient party in contravention of the obligations in
clause 8.1;
(b) to the extent made available to the recipient party by a third party who is
entitled to divulge such information and who is not under any obligation of
confidentiality in respect of such information to any other party or which has
been disclosed under an express statement that it is not confidential;
(c) to the extent required to be disclosed by any applicable law or by any
recognised stock exchange or governmental or other regulatory or supervisory
body or authority of competent jurisdiction to whose rules the party making the
disclosure is subject, whether or not having the force of law, provided that the
party disclosing the information shall notify the other party of the information to
be disclosed (and of the circumstances in which the e disclosure is alleged to
be required) as early as reasonably possible before such disclosure must be
made and shall take all reasonable action to avoid and limit such disclosure;
(d) which has been independently developed by the recipient party otherwise
than in the course of the exercise of that party’s rights under this Agreement or
the implementation of this Agreement;
(e) which, in order to perform its obligations under or pursuant to this
Agreement, any party is required to disclose to a third party;
(f) disclosed to any applicable tax authority to the extent reasonably required to
assist the settlement of the disclosing party’s tax affairs or those of any of its
shareholders or any other person under the same control as the disclosing
party; or
(g) which the receiving party can prove was already known to it before its
receipt from the disclosing party.
7.3 The provisions of this clause 7 shall survive any termination of this
Agreement.
8. Announcements / Publicity
8.1 Except as required by law or by any stock exchange or governmental or
other regulatory or supervisory body or authority of competent jurisdiction to
whose rules the party making the announcement or disclosure is subject,
whether or not having the force of law, no announcement or disclosure in
connection with the existence or subject matter of this Agreement shall be made
or issued by or on behalf of any party without the prior written approval of the
others, such approval not to be unreasonably withheld or delayed.
8.2 Where any announcement or disclosure is made in reliance on the
exception in clause 8.1, the party making the announcement or disclosure will
use its reasonable endeavours to consult with the other party in advance as to
the form, content and timing of the announcement or disclosure.
9. Amendment
9.1 No variation of this Agreement shall be valid unless it is in writing and
signed by or on behalf of the parties to it.
9.2 Unless expressly agreed, no variation shall constitute a general waiver of
any provisions of this Agreement, nor shall it affect any rights, obligations or
liabilities under or pursuant to this Agreement which have already accrued up to
the date of variation, and the rights and obligations of the parties under or
pursuant to this Agreement shall remain in full force and effect, except and only
to the extent that they are so varied.
10. Assignment
The Client shall not assign the Agreement or sub-contract the performance
thereof without the prior written consent of the Contractor.
11. Severability
If and to the extent that any provision of this Agreement is held to be illegal, void
or unenforceable, such provision shall be given no effect and shall be deemed
not to be included in this Agreement but without invalidating any of the
remaining provisions of this Agreement. The parties shall meet to negotiate in
good faith to agree a valid, binding and enforceable substitute provision or
provisions, (if necessary with reconsideration of other terms of this Agreement
not so affected) so as to re-establish an appropriate balance of the commercial
interests of the parties.
12. Further assurance
Each of the parties agrees to perform (or procure the performance of) all further
acts and things, and execute and deliver (or procure the execution and delivery
of) such further documents, as may be required by law or as may be necessary
or reasonably desirable to implement and/or give effect to this Agreement and
the transaction contemplated by it.
13. Warranty of Capacity and Power
Each party represents and warrants to the other parties that:
(a) it has full authority, power and capacity to enter into and carry out its
obligations under this Agreement;
(b) all necessary acts and things have been taken or done to enable it lawfully
to enter into and carry out its obligations under this Agreement; and
(c) when executed, this Agreement will create obligations which are valid and
binding on it and enforceable in accordance with their terms
14. Force Majeure
None of the parties shall be liable for any failure or delay in performing any of its
obligations under or pursuant to this Agreement if such failure or delay is due to
any cause whatsoever outside their reasonable control, and they shall be
entitled to a reasonable extension of the time for performing such obligations as
a result of such cause.
15. No Rights under Contracts for Third Parties
A person who is not a party to this Agreement shall have no right under any law to
enforce any of its terms.
16. Arbitration and Proper law
The parties shall use all reasonable endeavours to resolve any dispute
amicably and in good faith.
This document is governed by and are to be construed in accordance with the
laws of Georgia applicable therein.
Each party irrevocably and unconditionally submits to the exclusive jurisdiction
of the courts of Georgia (and any court of appeal) and waives any right to object
to an action being brought in those courts, including on the basis of an
inconvenient forum or those courts not having jurisdiction.
17. Notices and service
17.1 Any notice so served by hand, e-mail or post shall be deemed to have been
duly given:
in the case of delivery by hand, when delivered;
in the case of fax or electronic mail on a Business Day prior to 5.00 pm,
at the time of receipt ;
in the case of prepaid recorded delivery, special delivery or registered
post, at 10am on the second Business Day following the date of posting;
provided that in each case where delivery by hand or by e-mail occurs after
5pm on a Business Day or on a day which is not a Business Day, service shall
be deemed to occur at 9am on the next following Business Day. References to
time in this clause are to local time in the country of the addressee.
17.2 The addresses of the parties for the purpose of clause 18.1 are as
follows:
Contractor
Autumn Amor
Address: [insert address]
Georgia
Georgia
United States of America
E-mail: [insert email]
For the attention of: [insert contact person]
Client
[insert name of client]
Address: [insert address]
[insert city]
Georgia
United States of America
E-mail: [insert email address]
For the attention of: [insert contact person]
18. Counterparts
This Agreement may be executed in any number of counterparts and by the
parties to it on separate counterparts, each of which is an original but all of
which together constitute one and the same instrument.
As Witness this Agreement has been signed on behalf of the parties the day
and year first above written.
SIGNED by )
for and on behalf of Autumn Amor )
__________________
SIGNED by )
for and on behalf of [insert name of client] )
__________________
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