CLEAN ESTATES TERMS OF SERVICE
1. INTERPRETATION
1.1 The definitions and rules of interpretation in this condition apply in these terms and conditions ("Conditions").
"CEL" Clean Estates Limited (Company number 3721374) whose registered office is at The Mill, Canal Street, Derby DE1 2RJ "CEL's Equipment" any equipment, including tools, systems, cabling or facilities, provided by CEL or its subcontractors and used directly or indirectly in the supply of the Services which are not the subject of a separate agreement between the parties under which title passes to the Customer "CEL's Quotation" any specification and/or quotation provided by CEL to the Customer detailing inter alia the Services and CEL's charges "Contract" the Customer's purchase order and CEL's acceptance of it, or the Customer's acceptance of CEL's Quotation under condition 2.2 "Customer" the person, firm or company who purchases Services from CEL as detailed in CEL's Quotation or any assignee thereof "Customer's Equipment" any equipment, systems, cabling or facilities provided by the Customer and used directly or indirectly in the supply of the Services "Services" the services to be provided by CEL under the Contract as set out in CEL's Quotation, together with any other services which CEL provides, or agrees to provide, to the Customer "VAT" value added tax chargeable under English law for the time being and any similar additional tax
1.2 Headings in these conditions shall not affect their interpretation.
1.3 A reference to writing or written includes email but not faxes.
1.4 Any obligation in the Contract on a person not to do something includes, without limitation, an obligation not to agree, allow, permit or acquiesce in that thing being done.

2. APPLICATION OF CONDITIONS
2.1 These Conditions shall:
2.1.1 apply to and be incorporated into the Contract; and
2.1.2 prevail over any inconsistent terms or conditions contained, or referred to, in the Customer's purchase order, confirmation of order, acceptance of a quotation, or specification or other document supplied by the Customer, or implied by trade custom, practice or course of dealing.
2.2 The Customer's purchase order, or the Customer's acceptance of CEL's Quotation, constitutes an offer by the Customer to purchase those Services on these Conditions. No offer placed by the Customer shall be accepted by CEL other than:
2.2.1 by a written acknowledgement issued and executed by CEL; or
2.2.2 (if earlier) by CEL starting to provide the Services,
whereupon a contract for the supply and purchase of the Services on these Conditions will be established. The Customer's standard terms and conditions (if any) attached to, enclosed with or referred to in any purchase order or other document shall not govern the Contract.
2.3 Quotations are given by CEL on the basis that no contract shall come into existence except in accordance with condition 2.2. Any quotation is valid for a period of 3 months from its date, provided that CEL has not previously withdrawn it.

3. COMMENCEMENT AND DURATION
3.1 The Services supplied under the Contract shall, unless otherwise agreed and subject always to condition 9, be provided by CEL to the Customer from such date and where appropriate for such period as are specified in CEL's Quotation.

4. CEL'S OBLIGATIONS
4.1 CEL shall use reasonable endeavours to provide the Services in accordance in all material respects with CEL's Quotation or as otherwise agreed from time to time.
4.2 CEL shall use reasonable endeavours to meet any performance dates specified in CEL's Quotation, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
4.3 CEL shall use reasonable endeavours to observe all health and safety rules and regulations, and any other reasonable security requirements that apply at any of the Customer's premises and that have been communicated to it under condition 5.1.4, provided that it shall not be liable under the Contract if, as a result of such observation, it is in breach of any of its obligations under the Contract.

5. CUSTOMER'S OBLIGATIONS
5.1 The Customer shall:
5.1.1 co-operate with CEL in all matters relating to the Services;
5.1.2 provide CEL, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, with access to the Customer's premises, office accommodation, data and other facilities as required by CEL;
5.1.3 unless otherwise agreed in writing, be responsible (at its own cost) for preparing and maintaining the relevant premises for the supply of the Services, including identifying, monitoring, removing and disposing of any hazardous or waste materials from any of its premises in accordance with all applicable laws, before and during the supply of the Services at those premises, and informing CEL of all of the Customer's obligations and actions under this condition 5.1.3;
5.1.4 inform CEL of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Customer's premises;
5.1.5 ensure that all of the Customer's Equipment is in good working order and suitable for the purposes for which it is used in relation to the Services and conforms to all relevant United Kingdom standards or requirements;
5.1.6 obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services in all cases before the date on which the Services are to start.
5.2 If CEL's performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, CEL shall not be liable for any costs, charges or losses sustained or incurred by the Customer arising directly or indirectly from such prevention or delay.
5.3 The Customer shall be liable to pay to CEL, on demand, all reasonable costs, charges or losses sustained or incurred by CEL (including, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Customer's fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to CEL confirming such costs, charges and losses to the Customer in writing.
5.4 The Customer shall not, without the prior written consent of CEL, at any time from the date of the Contract to the expiry of 3 months after the last date of supply of the Services, solicit or entice away from CEL or employ (or attempt to employ) any person who is, or has been, engaged as an employee, consultant or subcontractor of CEL in the provision of the Services.

6. CHARGES AND PAYMENT
6.1 In consideration of the provision of the Services by CEL, the Customer shall pay the charges as set out in CEL's Quotation.
6.2 The parties agree that CEL may review and increase its charges, provided that, subject to the following provisions of this condition 6.2, such charges cannot be increased more than once in any 12 month period. CEL will give the Customer written notice of any such increase 3 months before the proposed date of the increase. If such increase is not acceptable to the Customer, it may, within 1 month of such notice being received or deemed to have been received in accordance with condition 18, terminate the Contract by giving 2 months' written notice to CEL. Notwithstanding the previous provisions of this condition 6.2 CEL shall be entitled to increase its charges immediately in the event of any increase in taxes or levies payable by or imposed upon it including without limitation land fill taxes.
6.3 The Customer shall, unless otherwise agreed in writing, pay each invoice submitted to it by CEL, in full and in cleared funds, within 30 days of receipt.
6.4 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay CEL on the due date, CEL may:
6.4.1 charge interest on such sum from the due date for payment at the annual rate of 6% above the base lending rate from time to time of Lloyds TSB, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and the Customer shall pay the interest immediately on demand. CEL may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and
6.4.2 suspend all Services until payment has been made in full.
6.5 Time for payment shall be of the essence of the Contract.
6.6 All sums payable to CEL under the Contract shall become due immediately on its termination, despite any other provision. This condition 6.6 is without prejudice to any right to claim for interest under the law, or any such right under the Contract.

7. LIMITATION OF LIABILITY - THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CONDITION
7.1 This condition 7 sets out the entire financial liability of CEL (including any liability for the acts or omissions of its employees, agents, consultants, and subcontractors) to the Customer in respect of:
7.1.1 any breach of the Contract;
7.1.2 any use made by the Customer of the Services; and
7.1.3 any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
7.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
7.3 Nothing in these Conditions limits or excludes the liability of CEL:
7.3.1 for death or personal injury resulting from negligence; or
7.3.2 for any damage or liability incurred by the Customer as a result of fraud or fraudulent misrepresentation by CEL.
7.4 Subject to condition 7.2 and condition 7.3:
7.4.1 CEL shall not be liable for:
a) loss of profits; or
b) loss of business; or
c) depletion of goodwill and/or similar losses; or
d) loss of goods; or
f) loss of contract; or
g) loss of use; or
h) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; or
i) the provision of grit bins and spreading of grit salt (including without limitation damage to plants or vehicles) or, any failure to do so; or
j) any damage caused by wildlife.
7.4.2 CEL's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of the Contract shall be limited to the price paid for the Services in the preceding 12 months.

8. TERMINATION
8.1 Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Contract without liability to the other on giving the other not less than 3 months written notice or immediately on giving notice to the other if the other party fails to pay any amount due under the Contract; is in material or persistent breach of the terms of the Contract; has a receiver, administrative receiver or administrator appointed over all or any part of its assets or undertaking; passes a resolution to wind up or has a liquidator appointed; in the case of an individual is adjudged bankrupt; ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.
8.2 On termination of the Contract for any reason:
8.2.1 the Customer shall immediately pay to CEL all of CEL's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, CEL may submit an invoice, which shall be payable immediately on receipt;
8.2.2 the Customer shall permit CEL to enter the Customer's premises for the purpose of recovering any of CEL's Equipment that may be situated there; and
8.2.3 the accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.

9. FORCE MAJEURE
9.1 CEL shall have no liability to the Customer under the Contract if it is prevented from, or delayed in performing, its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including (without limitation) strikes, lock-outs or other industrial disputes (whether involving the workforce of CEL or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

10. GENERAL
10.1 CEL may, from time to time and without notice, change the Services in order to comply with any applicable safety or statutory requirements, provided that such changes do not materially affect the nature, scope of, or the charges for the Services.
10.2 Subject to condition 10.1, no variation of the Contract or these Conditions shall be valid unless it is in writing and signed by or on behalf of each of the parties.
10.3 A waiver of any right under the Contract is only effective if it is in writing and it applies only to the circumstances for which it is given. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy.
10.4 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
10.5 If any provision of the Contract (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Contract, and the validity and enforceability of the other provisions of the Contract shall not be affected.
10.6 If a provision of the Contract (or part of any provision) is found illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
10.7 The Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
10.8 The Customer shall not, without the prior written consent of CEL (such consent not to be unreasonably withheld or delayed), assign, transfer, subcontract or deal in any manner with all or any of its rights or obligations under the Contract. CEL may at any time assign, transfer, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
10.9 A person who is not a party to the Contract shall not have any rights under or in connection with it.
10.10 Any notice or other communication required to be given under the Contract shall be in writing and shall be delivered personally, or sent by pre-paid first-class post, recorded delivery or by commercial courier to the other party or as otherwise specified by the relevant party by notice in writing to the other party. Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address or, if sent by pre-paid first-class post, recorded delivery, at 9.00 am on the second Business Day after posting or, if sent by email at 9.00am on the Business Day next following the date of transmission or, if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed
10.11 The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the law of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, the Contract or its subject matter or formation (including non-contractual disputes or claims).