Hygiene Services Terms & Conditions
ADDITIONAL HYGIENE SERVICES TERMS AND CONDITIONS OF USE BETWEEN THE
SERVICE PARTNER AND THE CUSTOMER.
Hygiene Services
Last updated 06 March 2023.
1. RENTAL & SERVICES
1.1 The Client hereby hires from the Service Provider which hereby rents, subject to the terms of ownership set out herein and in the Schedule on the first page, the equipment and or services described in the schedule for the price payable as set out in the Schedule.
1.2 The Client agrees to accept the Goods & Services rendered by the Service Provider on the terms and conditions of this Agreement.
1.3 "Services" means the Services to be rendered by the Service Provider to the Client as set out in the Schedule; and if applicable, the letting of the Equipment to the Client until such time as full and free ownership is passed to the Client.
2. OWNERSHIP
2.1 Ownership of the equipment shall remain vested in the Service Provider until such time as all the terms and conditions of this Agreement have been met and the Client shall not be entitled to sell, encumber, pledge, alienate or part with possession of the equipment.
2.2 The Client hereby acknowledges that no expectation of ownership is created by possession of the equipment and agrees that this agreement shall constitute a rental agreement up to and until such time as the equipment has been paid for in full.
2.3 Upon termination of the Agreement due to breach of contract by the Client the equipment shall be returned to the Service Provider in good repair and working order, fair wear and tear accepted.
3. JOINT AND SEVERAL LIABILITY
3.1 If two or more Clients sign this agreement, their liability shall be joint and several.
4. DELIVERY AND INSTALLATION
4.1 The Service Provider shall cause the installation of the equipment to be carried out at the Service Address(es) specified in the Schedule.
4.2 If the equipment is not installed by the Service Provider within 90 (ninety) days from the Effective Date, the Client shall be entitled to cancel this Agreement before installation is affected, by giving written notice to the Service Provider. However, the Client shall not have any other claim against the Service Provider whether for damage or specific performance.
4.3 The equipment shall be deemed to have been delivered to the Client in accordance with this Agreement and in good and proper order and condition unless the Client notifies the Service Provider otherwise in writing within three business days after installation of the equipment. The Client shall have no claim against the Service Provider nor shall the Client be entitled to cancel this agreement after the expiry of the three business day period.
4.4 An installation fee will be charged as indicated on the Schedule. Installation charges for electrical equipment will be done by a qualified electrician and will be billed additionally for the Client's account.
4.5 Free delivery is subject to a minimum invoice amount of R2500.00 exclusive of VAT, if delivery is within a 50km radius from the Service Provider's address.
4.6 A delivery fee will be levied on all deliveries under R2500.00, exclusive of VAT, as indicated on the Schedule.
4.7 A handling fee of 15% will be applied to stock returned due to incorrect orders placed, as well as a delivery fee.
5. DURATION
5.1 This Agreement shall commence on the Effective Date and shall continue for the Initial Period; until such time as the purchase price of the equipment has been paid in full at which time ownership of the equipment shall be passed to the Client in full and free property.
5.2 Should either party wish to terminate this Agreement then it shall give to the other party notice in writing of its intention to cancel this Agreement, provided that such notice shall be given at least 60 (sixty) days prior to the termination of the Initial Period or any relevant renewal period as the case may be.
6. RENTALS, PAYMENT & INCREASE
6.1 The first payment of the Service Fee, Deep Clean Fee and Once-off Fee is due five working days before the Effective Date as set out in the Schedule.
6.2 Each of the subsequent payments will fall due on the 25th day of the month in which the Service was rendered without any deduction or set-off whatsoever, free of exchange.
6.3 The Service Provider shall provide the Client with a statement on a monthly basis not less than 30 (thirty) calendar days before the due date for payment as set out in the clause above. [If the statement date is 25 Jan payment will be due on 25 Feb.]
6.4 Any monies owing to the Service Provider by the Client in terms of this Agreement which have not been paid by the Client shall bear interest at the rate of 2% above the prime rate (as charged by ABSA) from due date of payment until the date of actual payment.
6.5 The Client acknowledges and accepts the monthly Service Fee & Deep Clean shall automatically increase annually on 1 March, with the Government Gazetted Contract Cleaning Wage Rate increase % plus 2%, notwithstanding the Effective Date of this Agreement.
7. CLIENT'S DUTIES
The Client:
7.1 Shall use the equipment only for the purpose and in the manner for which it has been designed.
7.2 Shall not have any authority whatsoever to incur any liability on behalf of the Service Provider, whether for repairs to the equipment or otherwise.
7.3 Shall not be entitled to:
7.3.1 Sublet the equipment / or part with possession of it.
7.3.2 Cede any parts of his rights under this Agreement.
7.3.3 Withhold or delay any monies due by him to the Service Provider in terms of this Agreement by reason or the equipment or any part being in a defective condition or in a state of disrepair or not functioning for any reason whatsoever.
7.4 Shall notify the Service Provider in writing as soon as possible of any loss of, or damage to, the equipment from any cause whatsoever.
7.5 Shall do all things necessary as to enable the Service Provider to perform in terms of this Agreement.
7.6 In order to ensure timeous installation of the equipment and in compliance with the Client's requirements, the Client shall prior to the installation of the equipment forward to the Service Provider a detailed water pipe plan of the rooms to be installed.
8. MAINTENANDE AND REPAIR
8.1 The Service Provider undertakes to maintain the equipment in good working order for the duration of this Agreement provided the Client has complied with the obligations hereunder.
8.2 The Client:
8.2.1. Shall use the equipment and take all reasonable precautions to avoid damage, loss and excessive wear and tear.
8.2.2. Shall be responsible for the equipment and shall pay to the Service Provider the replacement cost of any equipment which may be damaged, lost or destroyed by the Client, due to any cause whatsoever other than fair wear and tear.
8.3. In the event of all or part of the equipment being damaged or destroyed by the Client, due to any cause whatsoever, other than wear and tear, the Service Provider shall be entitled (but not obliged) to install equipment considered by the Service Provider at his sole discretion to be more suitable and more likely to withstand the conditions prevailing at the Client's premises. The Client undertakes to pay the increased rentals for such equipment on the same terms and conditions and for the remaining duration of this Agreement.
8.4. Due to the nature of the equipment provided by the Service Provider, and in order to ensure conformity and optimal use of the equipment, the Client shall purchase from the Service Provider, on an exclusive basis, all of the Client's requirements of consumable products illustrate to the Service Provider's reasonable satisfaction that the Client is able to obtain any such consumable products of a like quality from a party other than the Service Provider at an all-inclusive price which is less than the price at which the Service Provider is willing to supply such consumable products, then such consumable products may be obtained by the Client from such third party, on the basis that the Service Provider shall not be obliged to maintain any item of the equipment in respect of which the Client has at any stage used any consumable product not provided by the Service Provide.
9. INSURANCE
9.1 The Client shall insure the equipment for the duration of this Agreement with a registered insurer of the Client's choice, on a comprehensive basis for the replacement value of the equipment plus VAT.
9.2 The Client shall ensure that the Service Provider's interest is endorsed on the set policy, and shall at all times comply with all terms and conditions of such policy. The Client hereby cedes to the Service Provider as security for its obligations under this Agreement all it's rights, title and claim to the amount of such premiums and/or excesses from the Client upon demand.
9.3 The Client shall notify the Service Provider immediately in writing if the equipment or any part thereof is lost, stolen or damaged and shall do all that is necessary for the successful submission of a claim to the insurers.
9.4. If any of the equipment is lost or stolen and not recovered within a period of 21 (twenty one) days after such loss or theft or, at the Service Provider's sole discretion, is damaged beyond repair, this Agreement shall terminate forthwith in respect of such equipment, provided that such equipment may, at the Service Provider's election, be replaced in which event this Agreement shall apply mutatis mutandis to such replacement equipment.
9.5 On termination of this Agreement due to the clause above, the Client shall forthwith pay to the Service Provider all rentals which would have fallen due in terms of this Agreement from the date of termination until the earliest possible date on which this Agreement could have terminated by notice, together with any/all further amounts which become payable by no fault of the Service Provider.
10. NON-LIABILITY
10.1 The Service Provider shall not at any time be liable for any loss or damage of whatsoever nature and whether general or specified and no matter how caused in any way arising or flowing from or connected with or related to any defects in the equipment or the inability of the Client to make use of the equipment whether or not such liability is complete or partial other than to the extent of the amount charged for the defective equipment.
10.2 The Service Provider shall not be liable whatsoever for any damage caused to the Client's property during the course of installation of the equipment, including electrical or information technology conduits or water pipes, or any subsequent conditions arising from or related to any damages whatsoever.
10.3 The Client indemnifies the Service Provider against loss and/or damages incurred arising from claims against the Service Provider by the Client's employees, agents or other visitors to the premises.
11. THE SERVICE PROVIDER'S RIGHTS
The Service Provider shall be entitled:
11.1. To cede and/or delegate any of its rights and/or obligations hereunder, and/or to subcontract any of its rights and/or obligations hereunder, in which case any reference to the Service Provider in the Agreement shall, to the extent of such cession and delegation or subcontract (as the case may be) be deemed to be a reference to such cessionary or subcontractor (as the case may be).
11.2. To appropriate and apply any monies paid to him by the Client to any obligation owed by the Client, whether under lease or not, as the Service Provider in its sole discretion may deem fit.
11.3. To inspect the equipment at all reasonable times and to enter the premises for that purpose.
11.5. To recover from the Client all costs and expenses which the Service Provider incurs as a result of any breach of this Agreement by the Client, including all legal costs on attorney and own client basis, collection of commission and other charges, tracing fees, costs of taking or receiving possession, and removal and storage charges.
12.1. If the Client defaults in the punctual payment of any monies as they fall due in terms of this Agreement, or fails to comply with its obligations under this Agreement; or commits any acts of insolvency (as defined in the Insolvency Act, 24 of 1936); or being a natural person assigns, surrenders or attempts to assign or surrender his estate; or allows a default judgement to remain unsatisfied for a period of 7 (seven) days or be refused recision within 14 (fourteen) days of any default judgement, or is sequestrated or placed under judicial management or wound up, whether provisionally or finally; or abandons the equipment; or compromises with any of its creditors or endeavours or attempts to do so; or makes any indirect or untrue statement or representation in connection with this Agreement of the Client's, financial affairs or any particulars relevant thereto; or breaches any warranty given in terms of this Agreement; or does or allows to be done anything that might prejudice the Service Provider's rights under this Agreement, then and upon the, occurrence of any of these events, the Service Provider may elect, without prejudice to any of its rights to:
12.1.1. Immediately cancel this Agreement, take possession of the equipment, retain all amounts already paid by the Client and claim all amounts which are in arrears at date of termination together with all pre-estimated liquidated damages, the future rentals which would have fallen due in terms of this Agreement from the date of termination until the end of the period on which the Agreement could have terminated by notice;
12.1.2. Without cancelling this Agreement, claim immediate payment of all amounts which are due and/or rentals which have fallen due in terms of this Agreement until the earliest possible date on which this Agreement could have been terminated by effluxion of time, all of which shall become immediately due and payable. The Service Provider shall, pending payment of these amounts, be entitled to obtain possession and to retain possession of all equipment provided by it;
12.2. The Service Provider's rights in terms of the breach clause shall not be exhaustive or exclusive and shall be in addition to any other rights the Service Provider might have in terms of this Agreement or otherwise.
13.1. A certificate signed by any manager of the Service Provider as to any amount due/or owing by the Client in terms of this agreement shall be prima facie proof of the matters therein stated for all purposes.
Upon the expiration or early termination of this Agreement for any reason whatsoever the following provisions shall apply -
14.1. The Client shall remain liable for all his obligations which have accrued under this Agreement up to date of termination, which for the avoidance of doubt shall include paying the rentals from the date of early termination until the end of the period on which this Agreement could have been terminated for the first time by notice.
14.2. The Client shall, at his cost immediately return possession of the equipment to the Service Provider at the Service Provider's premises, until such time as all outstanding monies have been paid in full.
14.3. Notwithstanding the provisions of this Agreement, should the Client be in breach of his obligations or fail to return the equipment on early termination of this Agreement, then in addition to any other claims that the Service Provider may have against the Client pursuant thereto, the Client shall be liable to continue to pay the rentals to the Service Provider as if the Agreement had not been so terminated or had not expired.
15.1. The Client agrees that under no circumstance other than by the initiation of the Service Provider shall any reduction of this Agreement be entertained during the initial or any subsequent period.
16.1. The equipment will be kept at the Service Address stated on this Agreement and the Client, if not the owner of the premises identified in the Schedule where the equipment is to be installed, shall upon this Agreement obtain the required permission for the installation of the equipment on the premises referred to and shall furnish the Service Provider with the landlord's details upon request. The Client shall also notify the Service Provider in writing of the name and address of any other premises to which the equipment is moved and the name and address of the owner of such premises. The Client shall also notify the Service Provider immediately of any changes that may occur from time to time in the leasehold or ownership of the premises upon which the equipment may from time to time be installed or kept, if the Client is not the owner of such premises.
17.1. The Service Provider shall be entitled (but not obliged) to institute any proceedings against the Client arising out of this Agreement in any Magistrate's Court having jurisdiction over the Client, even though the amount in question exceeds the jurisdiction of that court. Should the Service Provider choose to institute in the High Court, the Service Provider shall not be limited to recovering costs on the Magistrate's Court scale.
18. GENERAL
18.1. This Agreement is the complete Agreement between the parties, and no alteration or variation of this Agreement shall be of any force or effect unless it is recorded in writing and signed by an authorised representative of both parties.
18.2. No relaxation which the Service Provider may allow at any time with regards to the carrying out of any of the Client's obligations in terms of this Agreement shall prejudice or be regarded as a waiver of the Service Provider's rights to enforce those obligations at any time thereafter.
18.3. If any provision of this Agreement is unenforceable, such provision shall be severed from the remaining provisions of this Agreement, which shall not be affected and shall remain in full force and affect.
19.1. The Client chooses as their physical address for all purposes under this Agreement his address specified in the Schedule, and all notices are to be given to him at such address.
19.2. All notices to be given to the Service Provider under this agreement shall -
19.2.1 be given in writing;
19.2.2 be addressed to the Service Provider's address as specified in the Schedule;
19.3 All notices which, in terms of this Agreement, are to be given in writing, if sent by prepaid registered post shall be deemed to have been received (unless the contrary is proven within 7 (seven) days from the date of posting;
19.4 The Client shall be entitled to change its address by giving notice to that effect to the Service Provider.
19.5 The Service Provider shall be entitled to change its address by giving notice to that effect to the Client.
20. MISCELLANEOUS
20.1 If the Agreement is signed by a person purporting to act for and on behalf of a Company or Close Corporation he shall be deemed to warrant that he is duly authorised to sign this Agreement and shall by his signature hereto bind himself in favour of the Service Provider as surety and co-principal debtor, under renunciation of the benefits of division, excussion and session of action for the due performance of all the obligations of the said Company or Close Corporation in terms of or arising out of this Agreement or any cancellation thereof.
20.2 In the event of there being any legal action arising out of this Agreement the Client waives his right to request security for costs from the Service Provider in terms of rule 62 of the Magistrate's Court Act (32 of 1944), as amended.
21. INTERPRETATION
In this Agreement:
20.1. The heading to each clause has been included for convenience only and is not to be taken unto account in interpreting this Agreement.
20.2. The masculine gender includes the feminine and neuter genders; for the purpose of this Agreement, all clauses herein contained are acknowledged by the parties hereto to be material terms.