THIS GENERAL SERVICE AGREEMENT (the “Agreement”) is effective upon request to quote or provide services.
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CLIENT |
CONTRACTOR |
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[Client] [Registered / Residing Address] |
Absolute Plumbing & Maintenance Ltd (t/a MyAbsolute.co.uk) 10 Drake Ct, Riverside Park Industrial Estate, Middlesbrough TS2 1RS, UK -AND- Absolute Commercial Services (UK) Ltd (t/a MyAbsolute.co.uk) 10 Drake Ct, Riverside Park Industrial Estate, Middlesbrough TS2 1RS, UK -AND- Absolute Sustainability Ltd (t/a MyAbsolute.co.uk) 10 Drake Ct, Riverside Park Industrial Estate, Middlesbrough TS2 1RS, UK (individually and collectively the “Contractor”) |
BACKGROUND The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Client. The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:
2. SERVICES PROVIDED
2.1. The Client hereby agrees to engage the Contractor to provide the Client with the following services (the “Services”):
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- Commercial Consultancy & Services;
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- Maintenance Support; and
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- Sustainability Consultancy & Services.
2.2. The Services will also include any other tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client.
3. TERM OF AGREEMENT
3.1. The term of this Agreement (the “Term”) will begin on the date of this Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The Term may be extended with the written consent of the Parties.
4. PERFORMANCE
4.1. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
5. CURRENCY
5.1. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in GBP.
6. PAYMENT
6.1. The Contractor will charge the Client for the Services as follows (the “Payment”):
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- The full cost of services rendered, as agreed up front, with 50% up-front payment for any works exceeding £1,000, unless otherwise pre-agreed in writing.
- Any late payment fees owing, including daily interest, up to and including the date funds are cleared in the relevant account.
- Labour at the contractor’s ‘Standard’ rate unless client-specific rates have been pre-agreed and documented / signed in writing beforehand. We reserve the right to review and amend our labour rates upwards in line with inflation and/or discretionary needs as necessary.
- Value Added Tax ‘VAT’ may be excluded from costs quoted but will be payable on all works undertaken, at the prevailing rate as set by government, any products subject to 100% VAT relief must be procured directly by the eligible client and procured on-site in advance of our installation date, as set out in The VAT Act, 1994.
6.2. Invoices submitted by the Contractor to the Client are due for payment in full within 3 days of receipt. For invoices not settled within 30 days, we may exercise our statutory right to claim interest (at 8% over the Bank of England base rate) and compensation for debt recovery costs under the Late Payment legislation, because we were not paid according to our agreed credit terms.
6.3. The Contractor will be responsible for all income tax liabilities and National Insurance or similar contributions relating to the Payment and the Contractor will indemnify the Client in respect of any such payments required to be made by the Client.
7. REIMBURSEMENT OF EXPENSES
7.1. The Contractor will be reimbursed from time to time for reasonable and necessary expenses incurred by the Contractor in connection with providing the Services.
7.2. All expenses over and above any pre-agreed thresholds, must be pre-approved by the Client.
7.3. All goods and equipment supplied under the terms of this agreement will remain the property of the contractor until such a time that ALL FUNDS OWING have been settled IN FULL by the client, we reserve the right to re-attend the subject property to remove any goods and equipment in the event of failure to settle ALL FUNDS OWING in full and will not accept liability for any directly consequential damage occurred in doing so.
7.4. The Client, or an appointed person or company acting on behalf of the client, will be held responsible for any debt collection agency costs, should a payment not be made by the due date listed on our invoice. If payment is subsequently made directly to Absolute Plumbing and Maintenance Limited following our instruction of debt collection agents, we reserve the right to issue the client, or their representative agent, a further invoice for the costs incurred by any third-party debt collection agency.
8. CONFIDENTIALITY
8.1. Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
8.2. The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorised by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.
9. OWNERSHIP OF INTELLECTUAL PROPERTY
9.1. All intellectual property and related material (the “Intellectual Property”) that is developed or produced under this Agreement, will be the property of the Contractor. The Client is granted a non-exclusive limited-use licence of this Intellectual Property.
9.2. Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with the Contractor.
10. WARRANTY
10.1. The Contractor, and any employees, subcontractors, or agents of the Contractor, will provide the Services using appropriate professional skill and competence in accordance with industry standards and laws applicable in England. For a period of 12 months after the end of the Term the Contractor will rectify free of charge any (manufacturing or installation) defects present in the workmanship, labour, parts, or materials relating to the Services. In addition, the Contractor will assign any manufacturers’ warranties relating to such parts or materials to the Client. Exclusions to this warranty may apply, please contact MyAbsolute.co.uk for confirmation of warranty terms BEFORE authorising any works subject to the terms of this agreement.
11. RETURN OF PROPERTY
11.1. Upon the expiry or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
12. CAPACITY/INDEPENDENT CONTRACTOR
12.1. In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them and is exclusively a contract for service.
13. RIGHT OF SUBSTITUTION
13.1. Except as otherwise provided in this Agreement, the Contractor may, at the Contractor’s absolute discretion, engage a third-party sub-contractor to perform some or all of the obligations of the Contractor under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.
13.2. In the event that the Contractor hires a sub-contractor:
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- the Contractor will pay the sub-contractor for its services and the Compensation will remain payable by the Client to the Contractor.
- for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the Contractor.
14. AUTONOMY
14.1. Except as otherwise provided in this Agreement, the Contractor will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. The Contractor will work autonomously and not at the direction of the Client. However, the Contractor will be responsive to the reasonable needs and concerns of the Client.
15. EQUIPMENT
15.1. Except as otherwise provided in this Agreement, the Contractor will provide at the Contractor’s own expense, any and all tools, machinery, equipment, raw materials, supplies, workwear and any other items or parts necessary to deliver the Services in accordance with the Agreement.
16. NO EXCLUSIVITY
16.1. The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.
17. NOTICE
17.1. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing (excluding by email) and delivered to the Parties at the following addresses:
- [Client]
[Registered / Residing Address] - Absolute Plumbing & Maintenance Ltd (t/a MyAbsolute.co.uk)
10 Drake Ct, Riverside Park Industrial Estate, Middlesbrough TS2 1RS, UK - Absolute Commercial Services (UK) Ltd (t/a MyAbsolute.co.uk)
10 Drake Ct, Riverside Park Industrial Estate, Middlesbrough TS2 1RS, UK - Absolute Sustainability Ltd (t/a MyAbsolute.co.uk)
10 Drake Ct, Riverside Park Industrial Estate, Middlesbrough TS2 1RS, UK
or to such other address as either Party may from time to time notify the other.
18. INDEMNIFICATION
18.1. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
19. MODIFICATION OF AGREEMENT
19.1. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorised representative of each Party.
20. TIME OF THE ESSENCE
20.1. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
21. ASSIGNMENT
21.1. The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.
22. ENTIRE AGREEMENT
22.1. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
23. ENUREMENT
23.1. This Agreement will ensure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
24. TITLES/HEADINGS
24.1. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
25. GENDER
25.1. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
26. GOVERNING LAW
26.1. This Agreement will be governed by and construed in accordance with the laws of England.
27. SEVERABILITY
27.1. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
28. WAIVER
28.1. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.