O
1. Sub-Contract
2 of………………………………………………………………………………………………………
Contractors Agreement
This Agreement is made the
..…………..day of
……………………………………20…….…
BETWEEN
O2 CLEANING CONTRACTS
of
Communications House, 26 York
Street, London W1U 6PZ
(“O2”)
AND
…………………………………………………………
OF
…………………………………………………………
………………………………………………………..
….………………………………………………………
(“Contractor”)
AND
……………………………………………………………………………..
OF
…………………………………………………………
…………………..……………………………………
…………………………………………………………
(“Guarantor”)
1.1. O2 has entered into a contract (“Contract”) with:
…………………………………………………………………………………………………………
……………………………………………………..
(“Customer”) for the provision of certain services to it and hereby sub-
contracts to the Contractor for the provision of cleaning and
maintenance services (“Services”) as per the specification described in
the Schedule at the premises known as :
………………………………………………………………………..
………………………………………………………………………
………………………………………………………………………
(“Premises”) for the sum of:
£……………………………………………………………………..(“Finders Fee”)
Plus VAT of :
£………………………………………………………………………Giving a total of :
£………………………………………………………………………
To be paid by the Contractor to the Company as to :
£………………………………………………………………………each month
Commencing: ………………………………………………………………………..
Until the balance of :
£………………………………………………………………………
Together with a monthly charge for interest (at a rate specified in O2’s
credit agreement entered into between the parties) which is debited
to the Contractor’s credit account with O2 is settled.
1.2. O2 is entitled to apply a pro-rata adjustment to the Finders Fee
in the event that there is a material alteration to the
specification of the Contract, including a change of address.
2 O2’s OBLIGIATONS:
1.3. O2 hereby agrees to make arrangements with the Customer for
the Contractor to assume all O2’s obligations for the provision of
the Services under the Contract
1.4. INVOICING:
O2 will invoice the Customer monthly for services provided
under this Agreement
PRICE INCREASES:
O2 will, following 7 days notice to the Contractor, negotiate
annual increases in the Customer billing unless otherwise instructed
by the Contractor.
1.5. PAYMENT:
2.41 So long as the Contractor has complied fully with all its
obligations under this agreement O2 will pay (subject to clause 2.4.6.)
the sum specified in the Contract to the
Contractor for the services performed during a calendar
month by not later than the 28th day of the following month:
(i) less O2’s Retained Income (defined below) and
(ii) less any credits, customer refunds or instalments due in
repayment of the Contractor’s credit account with O2 and any other
sums owed to O2.
2.4.2 O2’s Retained Income means the total of O2’s Fixed Income
and O2’s Variable Income.
(i) O2’s Fixed Income means £9.00 per month for office
cleaning and £3.00 per month for window cleaning on a Contract
billing of £25. Per month or more subject to an annual
increase in each case of not more than 3% of such sums as
were current immediately prior to such increase.
(ii) O2’s Variable Income means such sum as is equal to 20%
of any billing to the Customer
 2.4.3 O2’s Retained Income may be subject to such discretionary
preferential variable discount as may be agreed between O2 and the
Contractor from time to time.
2.4.4. O2 undertakes to make such payments (“Advance
Payments”) to the Contractor on account of its performance of the
Service for a period not exceeding 2 months, subject to
the right of O2 to recover such sums from the Contractor in
the event of non-payment by the Customer or as a result of poor or
non-performance by the Contractor.
2.4.5. O2 will notify the Contractor if the Customer is in default of
payment and whether any such default is due to the Contractors
failure to meet its contractual obligations.
2.4.6 O2 has the right to retain all sums collected under this or
any other Contract with O2 until all amounts due to O2 have been
settled by the Contractor.
2.4.7 It is hereby agreed the O2 is entitled at any time to set off
sums which are due to O2 by the Contractor, including, for the
avoidance of doubt, advance payments which O2 has the right to
recover from the Contractor, against sums payable to the
Contractor by O2 under this or any other agreement with O2.
3. INSURANCE:
3.1 O2 will arrange public liability insurance for the Contractor
as specified in O2’s Policy Document and manage all claims on behalf
of the Contractor.
4 CUSTOMER CARE:
4.1 O2 will arrange Customer care contact with the Customer in
line with O2’ s quality control procedures.
5. CONTRACTORS OBLIGATIONS:
5.1 The Contractor hereby covenants with O2 as follows:
5.1.1. To comply fully with the provisions of a document setting
out O2’s policy, directions and instructions relating to the
provision of the Services as amended from time to time ( “O2
Policy Document”)
5.1.2. To comply with the provisions of the Training Manual in
relation to Customer care contract and the submission to O2 of
the Monthly Cleaning Survey.
5.1.3. To provide the Services in accordance with the
Specifications and to perform and observe O2’s obligations as
specified in the Contract.
5.1.4. To make good such deficiencies as are notified by O2 to
the Contractor within the period specified by O2.
5.1.5 To use at the Contractors expense, only such materials
and equipment (“Products”) as are specified in the
Training Manual and as are necessary to enable the
Contractor to
provide the Services and shall only purchase them from O2
or such other supplier as has been previously approved by O2 in
writing.
5.1.6. To pay O2 by monthly instalments (on a basis from time to
time agreed or confirmed in writing between the parties) for such
Products.
5.1.7. Not to supply any additional services or goods to the
Customer without O2’s written authority.
5.1.8. Not to raise any invoices or demands or give notice of any
assignments directly to the Customer.
5.1.9. Not to enter into any arrangement for the provision of
any cleaning or maintenance services with a prospective customer
or any third party without O2’s prior written consent
and having entered into such arrangements enter into a
Sub-contract with O2 and pay the relevant nominal administration
charge as set out in the O2 Policy Document prior
to commencing the provision of any Services.
5.1.10 To hold himself out as an independent Contractor and
not as being the agent, partner or director or employee
of O2.
5.1.11 To contact the Customer after each clean during the
first week of the provision of the Services and at least
monthly thereafter and complete and submit to O2 a
Monthly
Cleaning Survey as specified in the Training Manual by
the fifth day of each month in order to develop a long term
Customer relationship.
5.1.12 To present himself in a professional manner and dress
accordingly when meeting the Customer.
5.1.13 Not to institute any advertising using the name “O2
Cleaning Contracts” without the prior written approval
of O2.
5.1.14 (i) for a period of 6 months after the determination or
termination of this agreement, and providing the
Contractor has no other Sub-contract with O2, not to
be directly or
Indirectly engaged, concerned or interested in any
business which provides any services which are the same as or
similar to any of the Services which would compete with
O2 or any of its sub-contractors within the radius of 15n
miles from the Premises without the prior consent of O2.
(ii) for a period of 1 year after the determination or
termination of this agreement and providing the Contractor has
no other Sub-contracts with O2, for the purpose of selling
any services which are the same as or similar to any of
the Services, not to directly or indirectly solicit or tout for business
from any Customer.
5.1.15 Comply at all times with all statutory and other legal
requirements and regulations which apply to the
Contractor and or the provision of the Services.
5.1.16 Ensure that all staff wear the O2 uniforms when
providing the Services and ensure that they are
maintained and cleaned regularly.
5.1.17 Not sub-contract this agreement nor assign it except in
accordance with the O2 Policy Document.
5.1.18 Not sub-contract or delegate the performance of any
of its obligations under this agreement to a third party.
5.1.19 Keep O2 fully and effectually indemnified against all
claims. demands damages, costs and expenses which
O2 may incur arising from any breach by the
Contractor of any t term of this agreement or for
any reason whatever arising from the provision of the
Services by the Contractor, its employees or agents.
6 REMEDIAL ACTION
6.1 If any time O2 is of the opinion that the provision of the
Services is below the standards expected by O2, or an of the
Services are not being provided to O2’s specification or if any
Products do not conform with O2’s health, saftery and Customer
care standards, O2 shall have right, forthwith and without notice, to
take such remedial action as it considers appropriate, without any
consent from the Contractor (save for the irrevocable consent
which the Contractor hereby gives O2, and without any liability on
the part of O2, and the Contractor shall fully and effectively
indemnify O2 against all costs, claims, damages, losses, expenses
and liabilities whichO2 may incur arising out of its action as
aforesaid.
7. CONSEQUENCES OF BREACH OF CONTRACTORS OBLIGATIONS
7.1 Notwithstanding ay other remedies available to O2, if there
are any persistent complaints from the Customer or should the
Contractor be in breach of any of its obligations then O2 reserves
the right to terminate this agreement forthwith and or withdraw
any preferential discount (referred to in the O2 Policy Document) 10.8 his agreement shall be governed by and construed in
currently being enjoyed by the Contractor in relation to this or any accordance with the laws of England and Wales and the parties
and all other existing agreements with O2. hereto submit to the exclusive jurisdiction of the English courts.
8. GUARANTEE 10.9 A person who is not a party to this agreement has no rights
8.1 In the event of the Contract being terminated by the under the Contracts (Rights of Third Parties) Act 1999 to enforce
Customer within 12 months of its commencement because the any terms of this agreement.
Customer moves premises, becomes insolvent or ceases trading, 11. DISCLAIMER
the Contractor will be entitled to a credit from O2 to the It is further agreed and declared that O2 will not under any
Contractor’s Credit Account in accordance with the scale detailed in circumstances be responsible for the debts or liabilities of the
O2’s Policy Document. Contractor.
8.2. In consideration of O2 entering into this agreement with the 12. INTERPRETATION
Contractor at the request of the Guarantor, the Guarantor hereby 12.1 If there are 2 or more persons as Contractor as parties to this
jointly and severally covenants and undertakes to O2 tha the agreement all covenants and agreements on the part of the
Contractor will duly observe and perform all its obligations under Contractor shall be deemed to be joint and several covenants and
this agreement and that the Guarantor will (as a distinct and agreements on their part.
separate obligation) indemnify and render harmless O2 in respect of
all losses, damages, claims costs and expenses which O2 may incur
or suffer by reason of its entry into, continuation of, or termination AMENDMENTS TO CREDIT ACCOUNT
(in any way) of this agreement and that the Guarantor will comply Finders Fee plus VAT
with the provisions of Clauses 5.1.9, 5.1.12, 5.1.13, and 5.1.14
9. TERMINATION OF CONTRACT £…………………………………………………………………
9.1 In the event of the Contractor abandoning this agreement or Cash/Cheque received
in O2’s opinion placing the contract in danger of termination he will
be deemed to have cancelled this agreement ad will forfeit any £…………………………………………………………………
entitlement to credit from O2. Transfer to Credit Account
9.2. In the event of the Customer terminating the Contract for any
reason whatsoever then O2 will thereafter by written notice to the £…………………………………………………………………
Contractor forthwith terminate this agreement and thereupon the Supplementary Deposit to be deducted
Contractor shall remove his materials and equipment from the
Premises. £…………………………………………………………………
9.3 In the event of this agreement being terminated for an reason From net earnings in (date)
whatsoever the Contractor shall immediately pay to O2 all sums due
under the terms of this agtreement. ………………………………………………………………….
10. GENERAL Current instalment to be increased by
It is hereby agreed and declared that:
10.1 During the subsistence of this agreement the Contractor shall £…………………………………………………………………
be an independent contractor and not the employee of O2 and the With effect from (date)
Contractor shall be solely responsible where applicable for the
payment of any National Insurance contributions as a self-employed …………………………………………………………………..
person and for the discharge of any income tax and VAT liability
arising out of remuneration for the provision of the services by the
Contractor under this agreement. AS WITNESS the hands of the parties
10.2 The Contractor will not be supervised, directed or controlled
by O2 in the manner in which the Contractor provides the Services.
10.3 The Contractor will, if required, provide O2 with a copy of his SIGNED for and on behalf of O2
annual accounts. ……………………………………………………………………..
10.4 It having been agreed between the parties that this
agreement and the O2 Policy Document contains the entire
agreement between the parties, the Contractor acknowledges that SIGNED for and on behalf of the Contractor
no representation, warranties, inducement or promises made by O2
have been relied upon by it and that this agreement contains the ……………………………………………………………………
entire agreement between the parties.
10.5 If O2 assigns this agreement, and submits a covenant from
the assigner to the Contractor to observe and perform all O2’s SIGNED for and on behalf of the Guarantor
obligations under this agreement, O2 shall be discharged from all
obligations under this agreement.
10.6 The Contractor acknowledges the right of O2 to amend any ……………………………………………………………………
part of the Training Manual and/or the Policy Document from time
to time.
10.7 Nothing in this agreement shall constitute or be deemed to
constitute any relationship of partnership or employer and
employee or that of principal and agent between O2 and the
Contractor or O2 and the Guarantor.