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Privacy Policy

Office Space Cleaning Ltd (OSC) will never sell personal information it receives from visitors to this web site. Information and products described on this web site might include inaccuracies or typos. OSC may change this web site at any time.

OSC makes no representations about the suitability of information and products on this web site for any purpose. OSC will use reasonable care in carrying out the services described on this web site. OSC disclaims all explicit and implicit warranties, terms, and conditions for information and products of sellable quality, fitness for a particular purpose, and ownership.

OSC shall not be in any way liable for any, indirect, incidental, punitive, special, or consequential loss arising from or in any way connected with the use of this web site, this web site's availability, information or products it describes as well as loss of data, profits, savings, or opportunities in contract, tort, liability, or otherwise, even if OSC has been told about the possibility of damages apart from liability for death or personal injury.

OSC shall be liable for direct loss caused by the use of this web site up to a maximum of the total fee paid to it for the transaction for which the claim arises, however many events. This does not affect your statutory consumer rights.

OSC Terms and Conditions

1. Definitions

"Cleaning Services" means those services specified in Clause 2 and Part 1 of the Schedule.
"Commencement" shall mean commencement of business
"Employees" means the persons (if any) wholly or mainly employed in providing the Cleaning Services under the Client's employment or the employment of a Predecessor Contractor at the date of this Agreement being those employees whose names and addresses are set out in Schedule Part 3 together with certain particulars of their respective employments.
"Employee Liability Information" has the meaning set out in Regulation 11 of TUPE.
"Predecessor Contractor" means any person, company, firm or other corporate body who has provided the Cleaning Services or part of them to the Client at any time prior to the Commencement Date.
"Replacement Contractor" means any third party appointed by the Client to provide services, which are identical or substantially similar to the Cleaning Services following the termination or expiry of this Contract.
"Transferring Employee" means any employee whose contract of employment will be transferred, or any sub contractor to the Client or a Replacement Contractor pursuant to TUPE on the termination or expiry of this contract.
"TUPE" means the Transfer of Undertakings (Protection of Employment) Regulations 2006


2. Basis of Provision of Services

OSC shall provide all the necessary personnel, equipment and materials to carry out the services as set out in the work specification.


3. Location(s):

OSC shall carry out the services in the locations as defined in the contract


4. Fees/Charges

Fees/Charges will be as set out in the contract
In the event of the Client failing to pay any sums due to OSC timeously interest shall be payable by the Client to OSC at 3% above Royal Bank of Scotland plc. base lending rate for the time being from the due date until payment in full is made.


5. Services and Variations


5.1 All services performed for the client in terms of this contract shall be carried out in a workmanlike manner. Any omissions shall be rectified and defective work re-performed at no extra charge to the client and to the reasonable satisfaction of the client.

5.2 OSC warrants to the Client that all persons employed by OSC in carrying out the Cleaning Services have obligations of confidentiality contained in their Contracts, or their Statement of Terms and Conditions, of Employment with OSC.

5.3 Should the Client during the course of this Contract request OSC to: -

5.3.1 increase the extent or scope of the services

5.3.2 increase the frequency of all or any part of the services

5.3.3 provide wholly additional services (the items referred to in Sub-clauses 5.3.1, 5.3.2 and 5.3.3 being hereinafter referred to as "Further Services")

In all instances, the parties shall negotiate in good faith with a view to agreeing revised terms and rates to reflect such Further Services and no variation of the terms of this Contract shall take place or be deemed to have taken place unless and until such variation shall have been agreed in writing between the parties.

5.4 In the event that OSC is unable to offer the Client the Further Services contemplated by Clause 5.3 (or any of them) or in the event that the parties cannot reach agreement as to revised terms and rates for such Further Services, that shall not affect the obligations of the parties under this Contract and OSC shall continue to be entitled to provide the Cleaning Services (as herein contained) and shall continue to be entitled to receive the fees/charges set out in this Contract but the Client for its part may appoint another contractor or contractors to carry out the Further Services on its behalf.


6. Duration


This contract shall commence or shall be deemed to have commenced on the Commencement Date not withstanding the date of signing and subject to the terms of clause 7 below,


7. Termination

Either party shall be entitled to terminate this contract immediately where there is a fundamental breach of the terms of this agreement; a fundamental breach shall be deemed to occur if;

7.1 the other party commits any material breach of any of the provisions of this contract and in the case of a breach, capable of being remedied, fails to remedy the same within 5 working days after receipt of written notice giving full particulars of the breach and requiring it to be remedied

7.2 a receiver is appointed over any of the property or assets of the other party.

7.3 the other party makes a composition or other arrangement with its creditors generally or becomes subject to an administration order

7.4 the other party goes into liquidation (except for the purposes of amalgamation or reconstruction).

The rights to terminate this contract given by this clause 7 shall be without prejudice to any other right or remedy of either party in respect of the breach concerned (where applicable) or any other breach.


8. Insurance

OSC shall maintain during the continuance of this Contract employer, public liability and product liability insurances at a level of Five Million Pounds in each case and shall produce evidence of such insurances and relative premium receipts to the Client when reasonably requested to do so.


9. Indemnity

OSC shall indemnify the Client against any loss, damage or injury to, or any claim which may arise against, the Client in so far as the same results from a wilful or negligent act or omission by OSC or its employees in the course of their employment at the location(s); provided that (1) this indemnity shall not extend to loss of profit or other economic or consequential loss; and (2) the maximum amount payable by OSC under this indemnity shall not exceed the greater of (a) any insurance proceeds which OSC may actually receive in respect of such matter(s) and (b) the aggregate amounts received by OSC under this Contract at such time.


10. Client's Obligations Prior to Commencement and Client Indemnities

10.1 the Client will not prior to Commencement dismiss any of the Employees or engage or employ any person in relation to the Cleaning Services other than the Employees without OSC prior written consent; and

10.2 The Client shall procure that prior to commencement of this Contract OSC shall be given promptly on request such facilities and information (including access to Employees) as it may reasonably require.

10.3 In the event of OSC purchasing equipment specifically for the performance of this Contract, without prejudice to other remedies available to OSC, in the event that the Client shall terminate this Contract prior to the Expiry Date (other than lawfully in terms of Clause 7) the Client shall be obliged within Thirty days of such termination to re-purchase all such equipment from OSC at the price paid by OSC for each item comprising such equipment unless OSC shall agree in writing to the contrary.

10.4 In the event that the Client shall terminate this Contract prior to the Expiry Date (other than lawfully in terms of Clause 7) the Client will pay in full and final settlement (but without prejudice to the operation of Sub-clause 10.3) of all sums due to OSC as a consequence of such termination, a termination payment calculated on the basis of the margin per month which OSC would have otherwise enjoyed for the aggregate of each month or part month comprised in the period from the date of expiry of such notice from the Client until the Expiry Date had the Contract not been so terminated. "Margin" for the purpose of this Sub-clause 10.4 shall mean OSC's average gross profit per month deriving directly from this Contract (turnover less direct costs) calculated over the number of completed months elapsed under this Contract prior to expiry of the notice given by the Client contemplated by this Clause 10.4.

The Client acknowledges and accepts that the financial obligations incumbent on it in terms of Sub-clauses 10.3 and 10.4 above represent a reasonable pre-estimate of the losses which, but for these provisions, OSC would suffer as a result of such breach by the Client.


11. The Employees

11.1 The parties acknowledge and agree that the conclusion of this Contract will constitute a relevant transfer for the purposes of TUPE and accordingly that the conclusion of this Contract will not operate so as to terminate any of the contracts of employment of the Employees and such contracts shall be transferred to OSC pursuant to TUPE with effect from the Commencement Date which shall be the time of transfer under TUPE.

11.2 The Client represents, warrants and undertakes to OSC: -

11.2.1 that it (or the Predecessor Contractor) has performed and observed and that it will perform and observe (or procure that such Predecessor Contractor performs and observes) pending Commencement, all obligations and those of any of its predecessors (whether arising under common law, statute, equity or otherwise) under or in connection with the contracts of employment of the Employees (or any of the said obligations the Client or such predecessor would have had under or in connection with the said contracts but for TUPE);

11.2.2 that it will (or will procure that such Predecessor Contractor will) pay to the Employees all sums to which they are entitled up to and including the Commencement Date (whether arising under common law, statute, equity or otherwise) including, without limitation, all wages and salaries, sick pay, maternity pay, any liability to taxation, accrued holiday pay, expenses, accrued bonus, commission and other sums payable in respect of any period up to the Commencement Date; and

11.2.3 that it will (or will procure that such Predecessor Contractor will) comply in all respects with Regulations 13 and 14 of TUPE (and to provide to OSC such information that OSC may request in writing in order to verify such compliance);

11.2.4 that it has not agreed to and will not alter (and will procure that such Predecessor Contractor will not alter) whether to take effect prior to, on or after Commencement any of the terms of employment or engagement of any of the Employees;

11.2.5 not to make (and to procure that such Predecessor Contractor will not make) any deduction from the salary or other wages due to any of the Employees (otherwise than in respect of PAYE and National Insurance contributions) unless such deduction shall previously have been approved in writing by such of the Employees;

11.2.6 that none of the Employees has given or received notice terminating their employment or will be entitled to give notice as a result of the provisions of this agreement and that it will not (and will procure that such Predecessor Contractor will not) terminate or take any steps to terminate the contract of employment of, nor to dismiss (constructively or otherwise), any of the Employees without the prior written consent of OSC;

11.2.7 not to transfer or move or redeploy any of the Employees from working in connection with the Cleaning Services or induce any such Employee to resign his employment or to agree to transfer or move or be redeployed (without the prior written consent of OSC); and

11.2.8 that no persons are employed or engaged in connection with the Cleaning Services other than the Employees;

11.2.9 that there have been no industrial or trade disputes in the last three years and so far as the Client is aware there are no circumstances, which may result in an industrial, or trade dispute involving any of the Employees;

11.2.10 that neither the Client or any Predecessor Contractor have entered into any recognition agreement with a trade union in relation to the Employees; and

11.2.11 there is not at present a claim, and so far as the Client is aware there are not any circumstances that may give rise to a claim, by any of the Employees in connection with their employment.

11.3 The Client undertakes to fully indemnify and keep indemnified OSC against all losses, damages, costs, actions, awards, penalties, fines, proceedings, claims, demands, liabilities (including without limitation any liability to tax), and expenses (including, without limitation, legal and other professional fees and expenses) which OSC may suffer, sustain, incur, pay or be put to by reason or on account of or arising from:

11.3.1 any failure by the Client to comply with its obligations under Clause 11.2;

11.3.2 any claim or other legal recourse by all or any of the Employees in respect of any fact or matter concerning or arising from employment with the Client or such Predecessor Contractor prior to the Commencement Date;

11.3.3 any claim or other legal recourse by any trade union or staff association recognised by the Client or such Predecessor Contractor or employee representatives in respect of all or any of the Employees arising from or connected with the failure by the Client or such Predecessor Contractor to comply with its legal obligations to such trade union or staff association or employee representatives;

11.3.4 the employment or termination of employment of any agent or contractor or employee of the Client or such Predecessor Contractor (other than the Employees) whose employment is transferred to OSC by TUPE;

11.3.5 any act or omission done or omitted to be done by the Client or such Predecessor Contractor in relation to the Employees or any other employee of the Client or such Predecessor Contractor which by virtue of TUPE is deemed to be an act or omission of OSC; and

11.3.6 without prejudice to sub-clause (e) above, any claim or demand or other legal recourse against OSC by any other person or agent or employee or contractor or worker of the Client or such Predecessor Contractor who is not an Employee who claims (whether correctly or not) that OSC has inherited liability from the Client or such Predecessor Contractor in respect of them by virtue of TUPE.

11.4 If any contract of employment or collective agreement not disclosed to OSC shall have effect as if originally made between OSC and any of the Employees or a trade union as a result of the provisions of TUPE:

11.4.1 OSC may, upon becoming aware of the application of TUPE to any such contract of employment or collective agreement, terminate such contract or agreement forthwith; and

11.4.2 the Client shall indemnify and shall keep indemnified OSC against all losses, damages, costs, actions, proceedings, claims, demands, liabilities (including, without limitation, any liability to Taxation), and expenses (including, without limitation, legal and other professional fees and expenses) which OSC may suffer, incur, sustain, pay or be put to by reason or on account of or arising out of such termination or arising from such contracts of employment or collective agreement before and after Commencement if such is not terminated by OSC.

11.5 Without prejudice to the other provisions of this Clause, the Client shall, at its own expense, give OSC such assistance as OSC may reasonably require to contest any claim by any person employed or engaged in connection with the Cleaning Services at or prior to Commencement resulting from or in connection with this Agreement.

11.6 The Client warrants that: -

11.6.1 it has provided to OSC Employee Liability information in respect of all of the Employees at least 14 days before the Commencement Date;

11.6.2 it will, upon request by OSC and at the Client's expense, provide (or procure that such Predecessor Contractor will provide) to OSC such information or documents as OSC may reasonably require relating to the terms and conditions of employment, pension and life assurance arrangements, health, welfare or any other matter concerning any of the Employees or relating to collective agreements, or collective or individual grievances in the period prior to Commencement;

11.6.3 full particulars of the terms of employment of all the Employees (including all remuneration and benefits) are set out in Schedule Part 3;

11.7 OSC shall: -

11.7.1 perform and observe all the employer's obligations, whether under the contract of employment or otherwise, arising out of or in connection with any Employee's employment including, without limitation, payment for wages or salaries, accrued holiday pay, sick pay, maternity pay, liability to tax, accrued bonuses or commissions and other periodic payment for any period after the Commencement Date; and

11.7.2 perform and observe all the transferee's obligations arising under Regulation 13 of TUPE, including but not limited to providing the Client or such Predecessor Contractor with such information as it requests in order to allow it to perform its own obligations under Regulations 13 and 14 of TUPE; and

11.7.3 indemnify and keep the Client indemnified against all liabilities, losses, charges, costs, claims demands and expenses which the Client may suffer or incur arising out of or in connection with any failure by OSC to comply with its obligations under sub-clauses 11.7.1 and 11.7.2 or any claim or other legal recourse by an employee for compensation for loss of office, redundancy, unfair dismissal, breach of contract, reparation or otherwise in respect of or arising out of his or her being or ceasing to be an employee after the Commencement Date. ]

11.8 If on termination of this Contract there is a relevant transfer for the purposes of TUPE, the Client will indemnify OSC against any claims arising from the Client's or any Replacement Contractor's failure to perform or discharge any obligation and against any claims in respect of any Transferring Employees arising from or as a result of: -

11.8.1 any act or omission by the Client or the Replacement Contractor relating to a Transferring Employee occurring on or after the expiry or termination of this Contract; and

11.8.2 any failure to perform and observe all of the transferee's obligations arising under Regulation 13 of TUPE.


12. Pensions


12.1 The Client represents, warrants and undertakes to OSC that:

12.1.1 full and accurate details of the pension entitlements of all of the Employees and of the rates at which the Client is obliged to contribute to the Pension Scheme in respect of each Employee who is a member of the Pension Scheme and of the rates at which each Employee contributes (if at all) to the Pension Scheme;

12.1.2 there are no benefits under the Pension Scheme (or any other occupational pension arrangements applicable to Employees), which are not old age, invalidity or survivor benefits and, or that would or might fall outside of the exemption under Regulation 10 of TUPE.

12.2 OSC shall comply with the applicable provisions of the Pensions Act 2004 and the Transfer of Employment (Pension Protection) Regulations 2005 (as amended) from the Commencement Date.


13. Obligations of the Client after Commencement

13.1 Not later than two working days after the Commencement Date the Client shall or shall procure that such Predecessor Contractor shall send to each of the Employees a letter, in the agreed form, explaining that his employment has been transferred to OSC pursuant to TUPE.


14 Safe Working


14.1 The Client shall be responsible for providing OSC and its employees with access to Location(s) specified in clause 2 at the time or times specified in part 1 of the Schedule and shall at all times provide safe working conditions and shall indemnify OSC and its employees and agents from and against all and any losses or damage to property, death and personal injury and others so far as arising from the Client's failure to implement its obligations under this clause 14. Further the Client shall maintain necessary property owners, public liability and any other third party insurance in appropriate amounts having regard to its obligations under this clause and shall be whenever reasonably required to do so exhibit evidence of the subsistence of such policy and of relative premium receipts to OSC.

14.2 Without prejudice to the terms of Clause 14.1 if any person(s) shall be injured (fatally or otherwise) or property damaged due to litter being dropped, slippery conditions existing or some other like cause unless OSC shall have failed to meet its precise obligations as to staffing, hours, rotas or other continuity aspects as set out in Part 1 of the Schedule to this Contract, the Client shall indemnify OSC against all relative claims and expenses, it being recognised and accepted by the Client that the Client has specified the number of staff hours, rotas, frequencies and other continuity arrangements, that the compensation payable to OSC under this Contract reflects no higher or additional duties and that the primary duty to members of the public and third parties rests with the Client.


15. Force Majeure

In the event that either party is prevented from fulfilling its obligations under this Contract due to (without limitation) an act of God, war, civil disturbance, terrorism, strikes, lockouts, unavailability of materials, floods or any other reason out with the reasonable control of the party concerned (collectively "an event of force majeure"), this Contract shall be suspended until the circumstances giving rise to the event shall be at an end or the party is otherwise able to re-commence fulfilment of its obligations hereunder and neither party shall be deemed to be in breach of its obligations under this Contract due only to an event of force majeure.


16. Nature of Contract

16.1 Having first obtained the consent of the Client or their nominated agents, OSC shall be entitled to perform any of the obligations undertaken by it and to exercise any of the rights granted to under this Contract through any other Company which at the relevant time is its Holding Company, Subsidiary or Co-Subsidiary.

16.2 OSC may with the prior written consent of the Client sub-contract or assign this contract or any part thereof to any person, firm or company.

16.3 If OSC employ sub-agents to perform its obligations hereunder every act or omission of the sub-agent shall for the purpose of this Contract be deemed to be the act or omission of OSC.

16.4 Nothing in this Contract shall create or be deemed to create a Partnership or the relationship of employer and employee between the parties.

16.5 This Contract contains the entire agreement between the parties with respect to the subject matter hereof and wholly supersedes all previous agreements and understandings between the parties with respect thereto.


17. Proper Law

This agreement shall be governed by and construed in all respects in accordance with English Law and each party submits to the non- exclusive jurisdiction of the English Courts.


18. Notices and Service

18.1 Any notice required to be given by either party to the other may be given by hand or sent first class pre-paid post or facsimile transmission or comparable means of communication to the other party at the address specified in this contract or to the Registered Office of either party.

18.2 Any notice given by post shall be deemed to have been given on the second business day after the same was posted and proof that the envelope containing any such notice was addressed pre-paid and posted and that it has not been returned to the sender shall be sufficient evidence that such notice has been duly given.

18.3 Any notice sent by facsimile transmission or by comparable means shall be deemed to have been duly sent on the date of transmission provided that a confirming copy thereof is sent by first class pre-paid post to the other party at the address given in this contract or at its registered office within 24 hours of transmission.