Terms and conditions

Service Partner One GmbH


FRAMEWORK TERMS AND CONDITIONS

This Agreement is made by:


I. SPO, and


II. the Customer 


(each a “Party”, together referred to as the “Parties”).


The Parties agree as follows:



1DEFINITIONS AND INTERPRETATIONS
In this Agreement:
1.1capitalised terms shall have the meanings set in Appendix 1;
1.2“including” shall be construed without implying limitation (and variants of “including”
shall be interpreted accordingly);
1.3“information” includes data;
1.4“subcontractor” shall include subcontractors of subcontractors, and so on; and
1.5section headings are for ease of reference only and shall not affect the interpretation of
this Agreement.

2ORDERING PROCEDURE
2.1Customer shall be entitled to purchase Products or Services (or both) from SPO by
following the on-demand procedure set out in this Section.
2.2Customer may place an order with SPO for Products and Services (or both) by
completing and signing the relevant Supply Contract Commercial Term Sheet(s). The
order shall be made in writing, by letter, email or by electronic means. SPO shall either
notify the Customer or Customer affiliate that it is not able to provide the requested
Products and/or Services; or countersign and deliver to the Customer a copy of the
relevant Supply Contract Commercial Term Sheet(s). The countersignature shall be
made in writing, as e-mail or by electronic means.
2.3Each Supply Contract shall constitute a separate contract between SPO and the
Customer.
2.4In respect of this Section 2, the standard terms of any business forms (including
purchase orders and invoices) of any Customer shall be without legal effect in
transactions under or in connection with this Agreement.
2.5Except as expressly stated in a Supply Contract, this Agreement shall oblige neither
Customer to obtain any Products or Services (or both) from SPO, nor SPO to supply any
Products or Services (or both) to Customer.

3THE PARTIES TO A SUPPLY CONTRACT SHALL:
3.1use, to the extent applicable, the Price Information when inserting into a Supply
Contract the fees payable pursuant to it. Insofar Price Information are stated in the,ordering process in case of online ordering, this Price Information has priority over all
other Price Information mentioned. Where the Price Information is not directly
applicable, the Customer and SPO shall, to the extent appropriate, refer to it in building
up and agreeing the fees payable pursuant to a Supply Contract; and
3.2generally, specify separately in the Supply Contract Commercial Term Sheet details of
any:
3.2.1delivery;
3.2.2insurance; or
3.2.3freight/carriage/shipping,
3.2.4costs in relation to the supply of the relevant Products or Services (or both).
3.3Unless expressly set out in a specific contract, the Customer gives no warranty or
commitment in relation to overall volume or numbers of Products or Services (or both)
to be purchased pursuant to the arrangements contemplated by this Agreement.

4TERM AND TERMINATION
4.1This Agreement shall be effective as of the Effective Date or, if earlier, the date of the
last signature of this Agreement, and, subject to early termination, shall continue in
effect for the period of 12 months unless nothing else arises from the nature of order
transaction, and thereafter shall either:
4.1.1(to the extent the Parties agree a new period during which the Price
Information (as may be amended by agreement of the Parties) is fixed),
continue in effect for such new period; or
4.1.2continue until terminated by either Party giving 12 months’ written notice to
the other Party.
4.2Either Party may terminate this Agreement with immediate effect upon written notice
to the other Party if:
4.2.1the other Party is in material breach of any provision of this Agreement,
provided:
(i)the Party not in breach has given the Party in breach written notice of such
breach; and
(ii)the Party in breach has failed to cure such breach to the satisfaction of the Party
not in breach within 20 (twenty) days of receipt of the above notice (whether
or not subsequently so cured and whether or not, in the case of such breaches
by SPO, the Customer is entitled to compensation under the terms of the
Service Level Schedule A (“Model Products and Services Terms”));
the other Party becomes insolvent, is the subject of a petition for creditor protection
or a petition in bankruptcy or of any other proceedings under bankruptcy,
insolvency (or equivalent laws in other countries) or makes an assignment for
the benefit of creditors.
4.2.2The termination of this Agreement shall not of itself terminate any Supply
Contract.
4.3The termination of a Supply Contract shall affect neither: this Agreement; nor any other
Supply Contract.
4.4Termination or expiry of this Agreement shall prejudice neither:
4.4.1such of SPO’s or the Customer’s obligations contained in this Agreement which survive the termination or expiry of this Agreement;
4.4.2any prior rights which the parties have accrued prior to the termination or expiry of this Agreement; nor
4.4.3the obligations of a party to any other party under any then existing Supply Contracts (which obligations shall continue to remain in effect as though this Agreement had neither expired nor been terminated (as applicable).

5CONFIDENTIALITY
5.1SPO undertakes that it shall not at any time disclose to any person any confidential
information concerning Customer’s or its business or products which SPO may obtain,
except as permitted by clause 6.2 below.
5.2SPO may disclose Customer’s confidential information:
5.2.1to such of its other employees, agents, consultants or subcontractors as need to know it for the purpose of discharging SPO’s obligations to Customer. SPO shall ensure that its employees, agents, consultants or subcontractors to whom it discloses Customer’s confidential information comply with this clause 6; and
5.2.2as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
5.3SPO shall not use Customer’s or any of its customer’s confidential information for any
purpose other than to perform its obligations under this agreement.

6GENERAL PROVISIONS
6.1SPO is and shall remain an independent contractor. This Agreement shall not be
construed to create an association, partnership or joint venture, relation of principal
and agent or of employer and employee between the Customer and SPO.
6.2No delay, omission or failure by either Party to exercise any of its rights or remedies
shall be deemed to be a waiver of any such rights or remedies or an acquiescence in the
event giving rise to such right or remedy.
6.3This Agreement shall not be modified or amended except by an agreement in writing
signed by the Parties.
6.4This Agreement represents the entire agreement between the Parties and supersedes all
contracts or arrangements, if any, and all negotiations, between SPO and any member
of the Customer group on the subject matter herein, which are hereby terminated with
immediate effect.
6.5All licences, property rights, warranties, indemnities and confidentiality obligations
provided herein shall survive the cancellation, expiry or termination of this Agreement.
6.6Notices hereunder shall be in writing and may be given by personal delivery, by prepaid
registered post, addressed to the intended recipient at the address specified in the
Framework Agreement Summary Information in respect of the relevant Party (or at
such other address as such Party may last have specified to the other Party pursuant to
this Section) and if so given shall, in the case of a notice given by personal delivery, be
deemed to be given on the date of such delivery, and if sent by post, be deemed to be
given on the third day following the date of posting.
6.7This Agreement shall be governed by the laws of England and Wales without regard to
its conflict of laws provisions. The Parties agree to the non-exclusive jurisdiction of the
English Courts to settle any dispute or claim arising out of or in connection with this
agreement or its subject matter or formation (including non-contractual disputes or
claims).
6.8The Parties have executed this Agreement in the Framework Agreement Summary
Information, which was handed over to the customer as hardcopy

APPENDIX 1

“Agreement”means this Agreement consisting of the Master Agreement Summary Information and all Schedules and any Appendices to such Schedules.
“Confidential Information”means information (in any format – including electronically stored information and tangible embodiments in whatever form (including back-ups)) that falls within any of the following categories: it relates to, includes or comprises the existence or terms and conditions (or both) of this Agreement; it is marked as “confidential” (or similar); it is of a nature that a reasonable person would (in all the circumstances) consider confidential, including: information concerning a Party’s business operations or affairs, including research and development efforts, inventions, drawings, models, trade secrets, know-how, products, processes, techniques, equipment, marketing, market opportunities, plans, intentions, relationships with subcontractors of SPO and customers, finances and personnel; and similar information of third parties that a Party maintains in confidence; or any combination of the foregoing.
“Customer”means the person identified as such in the Master Agreement Summary Information.
“Disclosing Party”means a Party that, directly or indirectly: discloses Confidential Information; or enables a Receiving Party to access Confidential Information.
“Effective Date”means the date identified as such in the Framework Agreement Summary Information.
“Framework Agreement Summary Information”means the basic information relating to this Agreement as well as the execution of this Agreement, commencing on the first page of this Agreement and entitled “Master Agreement Summary Information”.
“Framework Terms and Conditions”means these terms and conditions.
“Model Supply and Services Terms”means the terms and conditions as set out in Schedule 1 (a separate agreement), offered in written form and / or stated in the ordering process in case of online ordering.
“Price Information”means the prices to be charged for the Products and Services, as agreed in Schedule A (“Model Products and Services Terms”), agreed in writing or stated in the ordering process in case of online ordering.
“Products”means any member of SPO’s Team as named explicitly as “Key
Personnel”
“Received Information”means Confidential Information of the other Party either: that, directly or indirectly, a Receiving Party receives; to which, directly or indirectly, a Receiving Party is exposed; or that, directly or indirectly, a Receiving Party has the ability to access.
“Receiving Party”means a Party that, directly or indirectly: receives; is exposed to; or has the ability to access, Confidential Information of the other Party.
“Schedule”means a schedule attached to these Framework Terms and Conditions (especially Schedule A (“Model Products and Services Terms”)).
“Section”means a section of these Framework Terms and Conditions.
“Received Information”means the services to be provided by SPO under this agreement, as set
out in written form and / or in the ordering process in case of online
ordering
“Receiving Party”means the detailed plan describing the Services and setting out the Services timetable set out in written form and / or in the ordering process in case of online ordering
“Schedule”means any equipment, including tools and ancillary items provided by SPO or its subcontractors and used directly or indirectly in the supply of the Services and Products;
“Section”means all materials, Documents and information provided by SPO relating to the Services and Products which existed prior to the commencement of this agreement, including cleaning materials and ancillary items, specifications, computer programs, data and reports;
“Services”means the services as described or referred to in Schedule A (“Model Products and Services Terms”), offered in written form and / or stated in the ordering process in case of online ordering.
“SPO Personnel”means employees, agents and officers of: SPO; and SPO’s subcontractors who are engaged from time to time in the performance of this Agreement.
“Supply Contract”means an agreement entered into in accordance with this agreement under which a SPO is to supply Products or provide Services (or both) to a Buyer.
“Supply Contract Commercial Term Sheet”means, in respect of the relevant Supply Contract, the information about the relevant Supply Contract as well as the execution of therelevant Supply Agreement, substantially in the forms set out in Schedule A (“Model Products and Services Terms”).

Service Partner One GmbH
BACKGROUND


I.SPO is in the business of providing the Services and the Products.
II.Customer wishes to obtain and SPO wishes to provide the Services and Products on the terms
set out in this agreement.

THE PARTIES AGREE AS FOLLOWS


1INTERPRETATION
The definitions set in Schedule 1 shall apply to this agreement.
2COMMENCEMENT AND DURATION
2.1SPO shall provide the Services and/or Products to Customer and the Authorised Recipients in
accordance with this agreement.
2.2SPO shall provide the Services and/or Products from the Commencement Date and any
further agreed services and products from the date specified in the relevant Statement of
Work.
2.3The Services and/or Products supplied under this agreement shall continue to be supplied for
the Initial Term, unless this agreement is terminated in accordance with clause 12. Subject to
clause 12, if notice of termination of this agreement is not provided to SPO at least three
months prior to any expiry date, it shall continue in force for a further year.
2.4The provisions of Schedule 2 shall apply, as relevant, to this agreement.

3STATEMENTS OF WORK
3.1The parties shall be entitled to agree on additional Statements of Work to extend the provision
of the Services to additional premises and/or other Authorised Recipients.
3.2The Statements of Work shall not form separate contracts from this agreement, and shall be
part of this agreement.

4SPO’S RESPONSIBILITIES
4.1SPO shall:
4.1.1to such of its other employees, agents, consultants or subcontractors as need to know it for the purpose of discharging SPO’s obligations to Customer. SPO shall ensure that its employees, agents, consultants or subcontractors to whom it discloses Customer’s confidential information comply with this clause 6; and
4.1.2as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
4.1.3endeavour to provide the Products and/or Services on a timely basis, however, time shall not be off the essence;
4.1.4take reasonable steps to minimise any disruption to Customer and any Authorised Recipient.
4.2SPO shall endeavour to provide the Services, to Customer or to any Authorised Service
Recipients, in accordance with the Term Sheet or, where applicable, a Statement of Work.
4.3SPO:
4.3.1sells the Products to Customer free from any encumbrances; and
4.3.2shall deliver the Products to the Delivery Location on the Delivery Dates;
4.4SPO shall provide the Products, to Customer or to any Authorised Service Recipients, in
accordance with the Term Sheet or, where applicable, a Statement of Work save that SPO has
the right to change the Products or provide a substitute Product if the replacement to altered
Product is reasonable, an improvement and does not compromise the purpose of the
agreement.
4.5The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent
permitted by law, excluded from the agreement.

5TITLE AND RISK
5.1Risk in the Products shall pass to Customer on delivery or, if applicable, collection of the
Product by any forwarding agent or freight carrier or any other person at SPO premises or any
factory or warehouse.
5.2Title in the Products shall pass to Customer once payment has been made except that if the
Products are paid for before delivery, title shall pass to Customer once delivery of the Products
(including off-loading) at the Delivery Location. The passing of title of the Products is without
prejudice to any right of rejection to which Customer may be entitled under this Agreement
or otherwise.

6DELIVERY
6.1SPO shall deliver the Products to the Delivery Location by the Delivery Date. Delivery of the
Products shall be complete on SPO’s completion of the unloading of the Products at the
Delivery Location.
6.2SPO shall accompany the delivery of the Products with a delivery note showing the purchase
order number, the date of the order and the type and quantity of the products ordered.

7CUSTOMER’S OBLIGATIONS
Customer shall:
7.1co-operate with SPO in all matters relating to the Services and appoint (and, as it thinks fit,,replace) Customer’s Manager in relation to the Services, who shall have the authority
contractually to bind Customer on matters relating to the Services;
7.2provide all reasonably required access to the Customer’s or, as appropriate, an Authorised
Recipient’s premises, and such office accommodation and other facilities (including hot and
cold water and power and secure space for the storage of SPO equipment and materials) as
may reasonably be required by SPO, for the purposes of the Services and delivery of the
Products;
7.3endeavour to provide the Customer Material and such information as SPO may reasonably
request and Customer considers reasonably necessary, in order to carry out the Services, in a
timely manner, and ensure that it is accurate in all material respects; and
7.4inform SPO of all health and safety rules and regulations and any other reasonable security
requirements that apply at any Premises.

8CHANGE CONTROL
8.1If either party wishes to change the scope or execution of the Services and/or Products, it shall
submit details of the requested change to the other party in writing (Change Request).
8.2If either party is unwilling to accept a Change Request suggested by the other (or any term of
any proposed Change Request), then the other party may require the disagreement to be dealt
with in accordance with the dispute resolution procedure in clause 18.
8.3No Change Request shall be valid unless documented in writing and signed by authorised
representatives of both parties.

9CHARGES AND PAYMENT
9.1Customer shall pay the charges as set out in the as agreed in Schedule A (“Model Products and
Services Terms”), agreed in writing or stated in the ordering process in case of online ordering.
9.2All charges quoted to Customer shall be exclusive of VAT, which SPO shall add to its invoices
at the appropriate rate.
9.3SPO shall invoice Customer monthly in arrears for its charges for time, expenses and materials
(together with VAT where appropriate) for the month concerned.
9.4If, due to the Customer’s cause, SPO is prevented from providing the Products and/or
Services, then SPO shall be entitled to recover from the Customer any reasonable additional
costs incurred by SPO due to such delay or prevention.
9.5Customer shall pay each invoice which is properly due and submitted to it by SPO, within 7
days of receipt, to a bank account nominated in writing by SPO.
9.6If a party fails to make any payment due to the other party under this agreement by the due
date for payment, then, without limiting the other party’s remedies, the defaulting party shall
pay interest on the overdue amount at the rate of 4% per annum above Barclay’s Bank plc’s
base rate from time to time. Such interest shall accrue on a daily basis from the due date until
actual payment of the overdue amount, whether before or after judgment. The defaulting party
shall pay the interest together with the overdue amount.
9.7SPO shall maintain complete and accurate records of the time spent and materials used by
SPO in providing the Services in such form as Customer shall approve.
9.8In consideration of the provision of the Products, unless expressly provided otherwise, the
Price is fixed and is inclusive of all costs of delivery, packing, shipping, carriage, insurance and
other charges and dues.
9.9The Customer shall not set off any amount at any time owing to it by SPO against any amount
payable by it to SPO under this Agreement or any other agreement between Customer and
SPO (or any combination of the foregoing).

10CONFIDENTIALITY AND CUSTOMER’S PROPERTY
10.1SPO undertakes that it shall not at any time disclose to any person any confidential
information concerning Customer’s or any Authorised Recipient’s business or its products
which SPO may obtain, except as permitted by this clause.
10.2SPO may disclose Customer’s or any Authorised Recipients confidential information: to SPO’s
Team and to such of its other employees, agents, consultants or subcontractors as need to
know it for the purpose of discharging SPO’s obligations to Customer; and as may be required
by law, a court of competent jurisdiction or any governmental or regulatory authority.
10.3SPO shall not use Customer’s or any Authorised Recipient’s confidential information for any
purpose other than to perform its obligations under this agreement.
10.4SPO, whilst on any Premises, shall not and shall endeavour to ensure that its employees and
contractors do not: look at files and documents; open desks, cabinets and/or other furniture;
use telephones and/or other office equipment on the premises; or do anything else to which
is not in compliance with good industry practice.
10.5All Customer Materials and all other equipment and tools, drawings, specifications and data
supplied by Customer to SPO shall, at all times, be and remain as between Customer and SPO
the exclusive property of Customer, but shall be held by SPO in safe custody at its own risk
and maintained and kept in good condition by SPO until returned to Customer. They shall not
be disposed of or used other than in accordance with Customer’s written instructions or
authorisation.

11REMEDIES AND LIMITATION OF LIABILITY
Remedies
11.1In the event that any Services are provided otherwise than in accordance with this agreement, upon request, SPO shall re-perform the applicable Services. Such re-performance shall be the Customer’s sole and exclusive remedy in respect of such Service defect.
11.2In the event that any Products are provided otherwise than in accordance with this agreement, and such defects are present at the time of transfer of risk, upon request, SPO shall, at its option, either replace the defective Products within a reasonable period or reduce the price for the relevant order. Such replacement or price reduction shall be the Customer’s sole and exclusive remedy in respect of such Product defect.
11.3The Customer shall not be entitled to claim for defects that are merely insignificant and/or cosmetic deviations from the agreed standard.
Limitation of Liability
11.4Nothing in this agreement shall limit or exclude SPO’s or Customer’s liability for:
11.4.1death or personal injury caused by its negligence, or the negligence of its personnel, agents or subcontractors;
11.4.2fraud or fraudulent misrepresentation;
11.4.3any other liability which cannot be limited or excluded by applicable law.
11.5Subject to clause 11.1:
11.5.1SPO shall not have any liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any indirect or consequential loss arising under or in connection with this agreement or any loss of profit, loss of business, loss of contracts, loss of anticipated savings, or damage to goodwill;
11.5.1SPO’s total liability to Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this agreement shall be limited to one hundred per cent (100%) of the total charges paid and payable by Customer under this agreement.
11.6The rights of Customer under this agreement are in addition to, and not exclusive of, anyrights or remedies provided by the common law.

12TERMINATION
12.1Without affecting any other right or remedy available to it, Customer may terminate this
agreement by giving not less than 60 days written notice to SPO if SPO commits a material
breach of this agreement which breach is irremediable or (if such breach is remediable) fails
to remedy that breach within a period of 30 days after being notified in writing to do so.
12.2Without affecting any other right or remedy available to it, either party may terminate this
agreement with immediate effect by giving written notice to the other if the other party suffers
an Insolvency Event.
12.3SPO may terminate this agreement with immediate effect if Customer fails to pay an invoice
due under this agreement on the due date for payment and remains in default not less than
ten days after being notified in writing to make such payment.

13CONSEQUENCES OF TERMINATION
13.1The termination of this agreement pursuant to clause 12.2 or clause 12.3 shall result in the
automatic termination of all Statements at Work in place at the time of termination.
13.2On termination or expiry of this agreement, the following clauses shall continue in force:
clause 10 (Confidentiality and SPO’s property), clause 11 (Limitation of liability), clause 18
(Disputes) and clause 19 (Governing law and Jurisdiction).
13.3Termination or expiry of this agreement shall not affect any rights, remedies, obligations or
liabilities of the parties that have accrued up to the date of termination or expiry, including
the right to claim damages in respect of any breach of the agreement which existed at or before
the date of termination or expiry.

14FORCE MAJEURE
Neither party shall be in breach of this agreement nor liable for delay in performing, or failure
to perform, any of its obligations under this agreement if such delay or failure result from
events, circumstances or causes beyond its reasonable control. In such circumstances the
affected party shall be entitled to a reasonable extension of the time for performing such
obligations.

15GENERAL
15.1SPO may at any time assign, transfer, subcontract or deal in any other manner with all or any
of its rights under this agreement and may subcontract or delegate in any manner any or all
of its obligations under this agreement to any third party or agent.
15.2The Customer shall not, without the prior written consent of SPO, assign, transfer, mortgage,
charge, subcontract, declare a trust over or deal in any other manner with any or all of its
rights or obligations under this agreement.
15.3No variation of this agreement shall be effective unless it is in writing and signed by the parties
(or their authorised representatives).
15.4A waiver of any right or remedy under this agreement or by law is only effective if given in
writing and shall not be deemed a waiver of any subsequent breach or default. A failure or
delay by a party to exercise any right or remedy provided under this agreement or by law shall
not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any
further exercise of that or any other right or remedy. No single or partial exercise of any right
or remedy provided under this agreement or by law shall prevent or restrict the further
exercise of that or any other right or remedy.
15.5This agreement constitutes the entire agreement between the parties and supersedes and
extinguishes all previous agreements, promises, assurances, warranties, representations and
understandings between them, whether written or oral, relating to its subject matter.
15.6Each party agrees that it shall have no remedies in respect of any statement, representation,
assurance or warranty (whether made innocently or negligently) that is not set out in this
agreement.
15.7No one other than a party to this agreement, their successors and permitted assignees, shall
have any right to enforce any of its terms.

16NOTICES
16.1Any notice or other communication given to a party under or in connection with this
agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or
other next Business Day delivery service at its registered office (if a company) or its principal
place of business (in any other case); or sent by email to the address specified in the Term
Sheet.
16.2Any notice shall be deemed to have been received: if delivered by hand, on signature of a
delivery receipt or at the time the notice is left at the proper address; if sent by pre-paid first-
class post or other next Business Day delivery services, at 9.00am on the second Business Day
after posting or at the time recorded by the delivery service; and if sent by email, at 9.00am
on the next Business Day after transmission.
16.3This clause does not apply to the service of any proceedings or any documents in any legal
action or, where applicable, any arbitration or other method of dispute resolution.

17COUNTERPARTS
17.1This agreement may be executed in any number of counterparts, each of which when executed
shall constitute a duplicate original, but all the counterparts shall together constitute the one
agreement. No counterpart shall be effective until each party has executed at least one
counterpart.

18DISPUTE RESOLUTION PROCEDURE
18.1The Parties shall endeavour to resolve any dispute amicably between the Parties, escalating
promptly through management seniority as required.

19GOVERNING LAW AND JURISDICTION
19.1This agreement and any dispute or claim (including non-contractual disputes or claims)
arising out of or in connection with it or its subject matter or formation shall be governed by
and construed in accordance with the law of England and Wales.
19.2Each party irrevocably agrees that the courts of Berlin, Germany shall have non-exclusive
jurisdiction to settle any dispute or claim (including non-contractual disputes or claims)
arising out of or in connection with this agreement or its subject matter or formation.

SCHEDULE 1

DEFINITIONS

The following definitions and rules of interpretation apply in this agreement.


DEFINITIONS
“Authorised, Recipients”means any third party to whom Customer notifies SPO the Services should be supplied, including those identified in the Term Sheet;
“Business Day”means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
“Customer
Manager”
means Customer’s manager for the Services and Products
“Customer
Materials”
means all information and documents provided by Customer relating to the Services and Products, including specifications;
“Delivery Dates”means those dates identified in written agreement or order confirmation;
“Delivery,Location”means those locations identified in in written agreement or order confirmation;
“Force Majeure Event”means any circumstance not within a party's reasonable control including, without limitation: acts of God, flood, drought, earthquake or other natural disaster and any labour or trade dispute, strikes, industrial action or lockouts;
“Insolvency Event”means an event where (a) a party is deemed to be or states in writing that it is insolvent, (b) a party is subject to any type of insolvency or collective judicial or administrative proceedings, including interim proceedings, in which its assets are subject to control or supervision by any court or other governmental entity for purposes of dissolving, liquidating or reorganising that person or its assets, (c) a party proposes to enter or enters into any composition or arrangement with its creditors generally or any class of creditors, (d) a party suspends or declares in writing its intention to suspend payments to creditors generally or any class thereof, or suspends or ceases all or substantially all of its business, (e) any other steps are taken to enforce any encumbrance over all or part of that parties assets and/or undertaking, or (f) a party takes steps, or is subject to actions, analogous to the items specified in (a) to (e) above in any jurisdiction;
“Key Personnel”means any member of SPO’s Team as named explicitly as “Key Personnel”
“Losses”means any liabilities (including loss of profits, loss of business, depletion of goodwill and similar losses), costs, proceedings, damages and expenses (including legal and other professional fees and expenses);
“Price”“Price” means the prices to be charged for the Products and Services, as agreed in Schedule A (“Model Products and Services Terms”), agreed in writing or stated in the ordering process in case of online ordering.
“Products”means the products to be provided by SPO under written form and / or in the ordering process in case of online ordering
“Products
Specification”
means the detailed plan describing the Products and setting out the Delivery Dates and Delivery Locations set out in written form and / or in the ordering process in case of online ordering
“Services”means the services to be provided by SPO under this agreement, as set out in written form and / or in the ordering process in case of online ordering
“Services Specification”means the detailed plan describing the Services and setting out the Services timetable set out in written form and / or in the ordering process in case of online ordering
“SPO’s Equipment”means any equipment, including tools and ancillary items provided by SPO or its subcontractors and used directly or indirectly in the supply of the Services and Products;
“SPO Materials”means all materials, Documents and information provided by SPO relating to the Services and Products which existed prior to the commencement of this agreement, including cleaning materials and ancillary items, specifications, computer programs, data and reports;
“SPO’s Manager”means SPO’s manager for the Services and Products
“SPO’s Team”means SPO’s Manager and all employees, consultants, agents and subcontractors which it engages in relation to the Services and Products;
“Statement of Work”means an order for additional work and/or services expressly agreed by SPO from time to time (as may be agreed in writting);
“VAT”means value added tax chargeable under the Value Added Tax Act 1994;

SCHEDULE 2


1MAINTENANCE CLEANING
1.1SPO shall provide the staff required to perform any cleaning Services.
1.2SPO shall provide all necessary machinery and equipment together with cleaning and maintenance materials, disinfectants and work clothing.
1.3SPO’s personnel shall co-operate with the Customer, however they shall not be obliged to comply with instructions save in the case of imminent danger.
1.4On request, the Customer shall, on a timely basis and free of charge, provide SPO with sufficient number of keys require to perform the cleaning Services.
1.5During the term of the agreement and for a period of 6 months thereafter, the Customer shall not employ or seek to solicit the services, whether directly or indirectly, of any of those personnel or entities used by SPO in the provision of the Services.
1.6SPO shall be entitled to vary the charges in the event of variations to SPO’s cost of supply, including social security benefits or organisational restructuring.
1.7If the Customer seeks to terminate the cleaning Services on less than 3 months’ notice, without prejudice to SPO’s other rights, the Customer shall be liable for the cost of those items provided under paragraph 1.2 above.
2DELIVERY OF BEVERAGES, FRUIT AND OTHER FOOD PRODUCTS
2.1Delivery of beverage Products is subject to the availability of supply. SPO shall be entitled to make delivery in part.
2.2Where delivery is not possible due to the fault of the Customer, the Customer shall be liable for SPO’s costs in connection with such unsuccessful delivery and returns.
2.3SPO has no liability for the collection of empty beverage containers unless specifically agreed in writing.
2.4Delivery of food Products is subject to the availability of supply. SPO shall be entitled to make delivery in part.
2.5Delivery dates and times are estimates only. Time shall not be of the essence.
2.6Where delivery is not possible due to the fault of the Customer, the Customer shall be liable for SPO’s costs in connection with such unsuccessful delivery and returns.
2.7Due to the perishable nature of the goods, if the Customer has any complaints as to any possible defects it shall provide immediate notice to SPO of any such concerns.
2.8In the case of loose Products, specifically fruit and vegetables, SPO shall endeavour to provide the amounts specified by the Customer and to keep quantity deviations to a minimum. The price of loose Products is determined by the weight of such items.
2.9In respect of uncalibrated items, including fruit and vegetables, SPO shall endeavour to provide Products that closely approximate to the Customer’s requirements. The price of uncalibrated Products is determined by the total nominal values of such items.
2.10SPO shall be entitled to supply alternate Products to Products ordered if such alternate is similar, does not substantially vary from the order and is otherwise reasonable. The quality of any Products shall conform to the product description, provided that the description has been provided in advance to SPO.
3PROTECTION OF MINORS
3.1SPO is obliged to comply with laws regarding the protection of minors. SPO shall be entitled to conduct age verification checks prior to the delivery of Products.
3.2If proof of legal majority cannot be provided or if SPO has reasonable doubts over the authenticity of such proof, SPO shall be entitled to refuse such delivery and paragraph 2.2 shall apply.

  1. Clause, Schedule and Annex headings shall not affect the interpretation of this agreement.
  2. The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.
  3. A reference to writing or written includes email.
  4. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those words.

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