Terms and Conditions

Terms & Conditions
1. The Agreement
An agreement made on the date of the signing of this agreement between JJFM Group Limited, whose registered address is JJFM Group Limited’s registered office is 75 Old Idsworth, Waterlooville, PO8 8BA (Company No: 03307839) (hereinafter called the "Contractor” which expression shall, where the context so admits, include the Contractor's employees, agents and subcontractors); and the recipient of the services of the Contractor as
stated on the Agreement herein as the “Client” as named overleaf which expression shall, where to context so admits, include the Client's employees, agents and representatives.

Whereby it is agreed that the Contactor shall provide a service as stated overleaf to the premises or specified areas of the premises of the Client in accordance with this Agreement and Appendix A herein.
This Agreement supersedes any previous Agreement between the aforesaid Contractor and Client and remains effective for a minimum period of 12 months and shall continue thereafter subject to termination by either party on 1 months’ notice in writing.


Each party shall have the right to terminate or suspend its obligations under this Agreement upon thirty (30) days written notice if the other party materially breaches or defaults on its obligations under this Agreement unless before the end of the thirty (30) days period the breaching party has cured the default or breach and so notified the other party stating the manner of the cure.

Either party may terminate this Agreement immediately should the other become insolvent within the meaning of Section 123 Insolvency Act 1986.

2. The Contractor
I. The liability of the Contractor in respect of any one claim brought against the Contractor and arising from any one incident involving the negligence of itself, its servants, or agents, or through any defect in its plant or machinery shall be limited to the sum of Ten Million Pounds (£10,000,000).


II The Contractor shall not be liable for any loss or damage suffered by the Client or any other party arising out of the Contractor’s failure to carry out work if prevented from doing so as a result of any circumstances beyond the Contractor’s reasonable control which without prejudice to the generality of the foregoing shall include fires, floods, epidemics, riots or military action, act of God, insurrection, acts of Government or military agency.

III The Contractor shall not be liable for any accidental loss, damage or injury arising from the breaking or disintegration during cleaning by the Contractor’s servants or agents of any cracked, defective or broken part of the property fixtures or fittings of the Client, unless such loss, damage or injury can be proved is the result of negligence on the part of the Contractor or any of its servants or agents. (The Contractor
reserves the right to make good in lieu of making payment in respect thereof).

IV The Contractor shall not be entitled to subcontract any or all of its services, unless it has received prior written consent from the Client, which shall not unreasonably be withheld or delayed. If any of the services under this Agreement are subcontracted, it shall not release the Contractor from its responsibility or its obligations under this Agreement and the Contractor shall be responsible for the services of its subcontractors.

V The Contractor shall maintain an employer’s liability insurance in an amount not less than £ 10,000,000 covering injury or death to any employee or agent of the Contractor engaged in the performance of the service. The Contractor shall be responsible for and indemnify and hold the Client harmless against any and all claims, demands, actions, awards, judgments, settlements, costs, expenses, liabilities, damages
and losses (including all interest, fines, penalties, management time and legal and other professional costs and expenses)whatsoever arising out of or resulting from personal injury, including fatal injury to any of the Contractor’s Personnel including subcontractor’s personnel relating to the performance of this Agreement.


3 The Client
I The Client shall provide free of charge all necessary light, hot water, and other facilities as distinct from materials and equipment which may be required to enable the Contractor to carry out the work, suitable, safe and secure accommodation for such equipment and materials as the Contractor reasonably deem necessary to leave on the Client’s premises.

II The Client shall also ensure that its premises are safe for the Contractor’s employees, servants and agents to carry out the work, which is the subject of these conditions. The Contractor shall be given full access to the Client’s premises to enable the Contractor to undertake the Issue 1 - Terms & Conditions - May 2022
JJFM Group Limited, 75 Old Idsworth, Waterlooville, PO8 0BA, Tel: 0333 090 5741 work. If the Contractor cannot obtain access to the Client’s premises due to some act or omission of the Client then such extra costs as are
reasonably incurred by the Contractor due to the failure to grant access will be charged to any payable by the client.

III The Client shall not during this period of the Agreement or for a period of six months after the termination of this Agreement (however terminated) either on their own account of on behalf of or as representative of any other person or Company solicit knowingly accept the whole or part-time services of or entice away any subcontractor or employee (whether supervisory or cleaning) of the Contractor. This clause is subject to TUPE Legislation and does not infringe on the rights of any employee to transfer into the employment of the Client as a
result of TUPE Legislation.

4. Payment & Contract Price
I. The Client will pay the Contractor the amount set out in the Agreement in consideration for the service to be provided by the Contractor in accordance with the Agreement.

II Accounts will be rendered monthly in arrears and shall be paid within net 30 days.
III The Contractor shall charge Value Added Tax at the current rate to all accounts rendered by the Company.
IV Unless stated otherwise in the Agreement herein any service undertaken by the contractor at the request of the Client on a public holiday will be charged at an additional rate to be agreed by both parties prior to undertaking the work.


V Unless stated otherwise in the Agreement herein, the supply by the Contractor to the Client of all consumable items, including refuse sacks and bin liners, shall be charged at an additional rate.
VI The contract price shall remain fixed for a period of one year, after which time the Contractor reserves the right to review the contract price with the Client annually, in respect of changes to labour rates, operating costs and/or Legislative changes. Any increase to the annual contract price shall be notified to the Client in advance, in writing within 30 days of the contract anniversary date.

5. Complaints
I. Any Client general issues shall be directed through the JJFM Group Help Desk and shall subsequently be dealt with by the Contractor to the complete satisfaction of the Client.
II. It shall be assumed that if the Contractor receives no written complaint its obligations under the Agreement are being performed to the satisfaction of the Client. Should any complaint be necessary either as to the quality of the work or the conduct or non-attendance of the staff, it shall be made in writing within as soon as possible after its occurrence and upon receipt of any such complaint the Contractor will take all necessary steps to investigate and rectify the matter without expense to the Client.
6. Miscellaneous
I. This Agreement may only be amended by written agreement between Client and Contractor.
II. This Agreement shall not be assignable by either party without the prior written consent of the other party, which consent shall not unreasonably be withheld.
III. In the event that one or more clauses of this Agreement would appear to be non-binding, the other clauses of this Agreement will continue to be effective. The parties are obliged to replace the non-binding clauses with other clauses that are binding, in such a way that the new clauses differ as little as possible from the non-binding clauses, taking into account the object and purpose of this Agreement.
IV. The failure or delay by either party to exercise or enforce any right under this Agreement shall not be deemed to be a waiver thereof, unless given in writing and signed by a duly authorized representative of the other party.
V. Nothing in this Agreement confers or purports to confer on any third party any benefit or any right to enforce any term of this Agreement pursuant to the Agreements (Rights of Third Parties) Act 1999.
Issue 1 - Terms & Conditions - May 2022 JJFM Group Limited, 75 Old Idsworth, Waterlooville, PO8 0BA
Tel: 0333 090 5741
7. Applicable law and dispute resolution
I. This Agreement shall be construed in accordance with and governed by English law. All disputes arising in connection with the Agreement, which cannot be solved between the parties in an amicable manner, shall be finally settled by the competent courts of England.
I. In this Agreement:
“Relevant Transfer” means a relevant transfer of an undertaking for the purposes of the TUPE Regulations; and
“TUPE Regulations” means Transfer of Undertakings (Protection of Employment) Regulations 2006 and any regulations enacted for the purpose of amending such regulations.
II. The Contractor and the Client acknowledge and record that the commencement and provision of services by the Contractor pursuant to this agreement shall constitute a Relevant Transfer.
9. Change of Use
I. The client indemnifies the contractor against any cost of change and associated redundancies as a result of any buildings closures and / or material change in scope of services which warrants a reduction in labour.’
10. Force Majeure
I. Neither the Client nor the Contractor shall be liable for failure of or delay in performing obligations set forth in this Agreement, and neither shall be deemed in breach of its obligations, if such failure or delay is due to natural disasters or any causes reasonably beyond the control
of the Client or the Contractor.