SERVICE PROVIDER AGREEMENT

September 1, 2023

SERVICE PROVIDER AGREEMENT

BETWEEN

SW7 CLEANING SERVICE LTD (“COMPANY”)

AND

_________________ (“SERVICE PROVIDER”)


THIS AGREEMENT is made on the …………..day of………….20……., (hereinafter,
“Effective Date”) entered into by the Company of International House, 142 Cromwell Road,
London, SW7 4EF address, and the Service Provider of
____________________________ address. Company and Service Provider
collectively referred to as the “Parties” or individually as the “Party”, and includes that Party’s
successors and assigns.
In consideration of covenants and agreements contained in this agreement, and other good and
valuable consideration, the receipt of which is hereby acknowledged, Parties agree to the
following terms and conditions and to be bound thereby:

  1. SERVICES
     The Company provides cleaning services to its clients through enlisting the services of
    a Service Provider (an independent and self-employed cleaner); depending on the
    availability of the said Service Provider, a booking is made for the Service Provider to
    provide the cleaning services to the Company’s clients.
     The Service Provider has the right to reject a booking by notifying the Company. A
    booking will be deemed accepted if no rejection is made to the Company per the
    Guide. Moreover, late cancellations of bookings will attract a fee.
     Through a booking, the Service Provider will be bound by their agreement to the
    Company and the agreement with the client for the cleaning and the subsequent fees.
     The Service Provider may designate a replacement to complete their bookings, if they
    are unable to finish any of them. Any replacements must get the approval of the
    Company and any impacted client.
     The Company is not obligated to issue any bookings to the Service Provider be it with
    former clients or new clients.
     The Company may at its sole discretion make amendments to a booking, including but
    not limited to a request by a client, the Service Provider will be notified of such
    cancellation.
     The Company may mediate a customer dispute involving the Service Provider’s
    cleaning services but the resolution of such dispute is not guaranteed; the Service
    Provider shall be solely accountable for settling any issues with customers.
     Clients may ask the Service Provider to carry their own cleaning supplies (Cleaning
    Supplies Request), the customer will be charged for these supplies per the Guide.
      The Service Provider gives the Company permission to operate as their agent and
    collect money from clients directly. The Company shall make payments to the Service
    Provider in the Service Provider’s account after deducting amounts due to the
    Company. The Company may change the fees herein, but shall notify the Service
    Provider of such changes in advance. The Service Provider will be presumed to have
    accepted the fees applicable to when the booked session is undertaken.
  2. PAYMENTS
     Fees for the cleaning shall be as provided in the Guide.

 The Company may offset any amounts owed to the Service Provider under this
Agreement against any amounts owed by the Service Provider to the Company.
Except as otherwise agreed upon by the Company, any payments owing to the
Company from the Service Provider shall be paid in full without any setoff or
counterclaim of any type.

  1. SERVICE PROVIDER’S REPRESENTATIONS AND WARRANTIES.
    The Service Provider represents and warrants that they are legally permitted to work in the
    UK and to provide the Cleaning Services herein. They agree that the Company or its
    authorized agents may conduct any and all investigations it deems necessary to validate their
    identification and qualifications to perform the Cleaning Services; these searches may involve
    checking relevant databases such as credit records, and criminal records.
  2. RELATIONSHIP OF THE PARTIES
    The relationship of the parties hereto is that of an independent contractor. Accordingly, the
    Parties hereto are not deemed partners, or joint venturers of the others for any purpose due to
    this agreement or the transactions contemplated thereby. The Service Provider hereby agrees
    that it will not represent to any third party that its engagement by the Company is in any
    capacity other than as an independent contractor.
  3. LIABILITY
    The Service Provider agrees to indemnify, hold harmless and defend the Company for any
    loss, liability, costs (including reasonable legal costs), damages, or expenditures suffered by
    the clients or any person as a result of them providing the cleaning services, whether provided
    negligently, recklessly or otherwise. The Service Provider shall be fully responsible for any
    harm or damage to anyone or their property that occurs during or as a consequence of them
    providing the cleaning services.
    This includes but is not limited to the spare keys given to the Service Provider by the clients.
  4. NON-ASSIGNMENT
    The Service Provider shall not transfer or assign this agreement without the Company’s
    consent. However, the Company may transfer or assign this agreement or subcontract its
    obligations hereunder at any time without the Service Provider’s consent.
  5. EXCLUSIVITY
    The Service Provider may provide cleaning services and/or be engaged, concerned, or have
    any financial interest as a contractor, agent, consultant, director, owner, partner, shareholder,
    or in any other capacity in any other business or trade during the term of this Agreement only
    if such activity does not violate any of their obligations hereunder.
  6. INTELLECTUAL PROPERTY
    Any intellectual property and associated rights owned, discovered or developed by the
    Company, is the exclusive property of the Company. The Company shall have the unfettered
    right to deal with the said intellectual property in any way that it thinks fit. The Service
    Provider shall only use the intellectual property subject to the Company’s terms and consent.
  7. DISPUTE RESOLUTION
    Parties agree to settle disputes under this Agreement through (select one)
    ☐Negotiation ☐Mediation ☐Arbitration
    ☐Litigation.
  8. TERMINATION
     Either Party may terminate this Agreement, upon giving the other Party no less than 7
    days’ notice in writing. If a Party wishes to terminate the contract with less than this

stated period, the other Party reserves the right to charge costs that they have already
paid in advance or incurred.
 This Agreement may be terminated at any time by mutual written agreement of the
Parties.
 The termination of this agreement shall not discharge the liabilities accumulated by
either Party.
 Any Clauses intended by the Parties or this agreement to survive the termination of
this agreement shall survive the termination of this agreement by whatever cause.

  1. CONFIDENTIALITY
    All non-public, confidential or proprietary information of the Company or its clients,
    disclosed by the Company to the Service Provider, whether disclosed orally or disclosed or
    accessed in written, electronic or other form or media, and whether or not marked, designated
    or otherwise identified as “confidential” in connection with this Agreement is confidential,
    solely for the use of performing this Agreement and may not be disclosed or copied unless
    authorized in advance by the Company in writing. Upon the Company’s request, the Service
    Provider shall promptly return all documents and other confidential materials received from
    the Company. The Company shall be entitled to injunctive relief for any violation of this
    Section. This Section does not apply to information that is: (a) in the public domain; (b)
    known to the Service Provider at the time of disclosure, or (c) rightfully obtained by the
    Service Provider on a non-confidential basis from a third party.
  2. FORCE MAJEURE
    For this Agreement, “Force Majeure” means an event which a diligent party could not have
    reasonably avoided in the circumstances, which is beyond the control of a party and includes,
    but is not limited to, war, riots, civil disorder, earthquake, storm, flood or adverse weather
    conditions, strikes, lockouts or other industrial action, terrorist acts, confiscation or any other
    action by government agencies. A Party’s failure to fulfill its obligations due to Force Majeure
    shall not be considered a breach of this Agreement, provided that the Party has taken all
    reasonable precautions, due care, reasonable alternative measures, and minimal delay all to
    carry out the terms of this Agreement.
  3. DRAFTING RESPONSIBILITY
    Neither party shall be held to a higher standard than the other party in the interpretation or
    enforcement of this Contract as a whole or any portion hereof based on drafting
    responsibility.
  4. CHANGES TO THE AGREEMENT
    Either Party may request changes to the agreement, but they will only be effective if agreed in
    writing, and signed by all Parties. If any ambiguity is found in the agreement or various
    documents forming this agreement, the Parties shall issue any necessary clarification or
    instruction.
  5. NO WAIVER
    Except where otherwise provided, failure by the Company to enforce any of these terms or
    conditions shall not be a waiver of their right to enforce them. No waiver by the Company of
    any breach of, or of compliance with, any condition or provision of this Agreement by the
    Service Provider shall be considered a waiver of any other condition or provision or of the
    same condition or provision at another time.
  6. SEVERABILITY
    The provisions of this agreement are severable. If any provision is held to be invalid or
    unenforceable, it shall not affect the validity or enforceability of any other provision.
  7. COUNTERPARTS

This agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original and all of which taken together shall constitute one instrument.

  1. ENTIRE AGREEMENT
    This agreement constitutes the entire agreement between the parties. It supersedes all prior
    oral or written agreements or understandings between the Parties concerning the subject
    matter of this agreement. All documents annexed to this agreement shall be subject to the
    terms under this agreement, provided that the Parties append their signatures on the
    documents. The Parties will exercise utmost good faith in this agreement.
  2. HEADINGS
    The article and section headings in this agreement are for convenience; they form in no part of
    this agreement and shall not affect its interpretation.
  3. PRONOUNS
    All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine,
    neuter, singular, or plural, as the identity of the person or entity may require. As used in this
    agreement: words of the masculine gender shall mean and include corresponding neuter
    words or words of the feminine gender, and words in the singular shall mean and include the
    plural and vice versa.
  4. GOVERNING LAW
    This Agreement shall be governed in all respects by the London, and its Courts without regard
    to its conflict of law provisions.
    IN WITNESS WHEREOF, each of the Parties has executed this agreement, as of the day
    and year set forth below.
    Signed by the duly authorized representative
    of the COMPANY
    Signature:
    Name: …………………………………………
    Designation: ……………………………………
    Date: …………………………………………….

Signed by the SERVICE PROVIDER

Signature:
Name: …………………………………………
Date:
…………………………………………….

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