Provider-Friendly Cleaning Services Agreement Template

In this Agreement, the following capitalized terms shall have the meanings set out below, unless the context otherwise requires.

"Premises" means the office, home or other building, or the portions thereof, located at [Premises Address], which are to be cleaned by the Company under this Agreement.

"Services" means the cleaning services described in this Agreement, including the tasks set out in the Service Checklist, together with any additional services agreed in writing by the Parties.

"Visit" means each scheduled attendance by the Company's Personnel at the Premises for the purpose of performing the Services.

"Cleaning Schedule" means the schedule of days, times and frequency of Visits agreed by the Parties in accordance with this Agreement.

"Service Checklist" means the list of cleaning tasks, areas and standards to be performed at the Premises, as set out in this Agreement and as may be amended in accordance with its terms.

"Personnel" means all employees, agents, contractors and subcontractors of the Company who perform any part of the Services.

"Fees" means the amounts payable by the Client to the Company for the Services, as determined under this Agreement.

"Business Day" means any day other than a Saturday, a Sunday or a public holiday in [Jurisdiction].

"Term" means the period during which this Agreement remains in force, as determined under this Agreement.

"Currency" means [Currency], being the currency in which all amounts under this Agreement are stated and payable.

Headings are for convenience only and do not affect interpretation. Words in the singular include the plural and vice versa, and the word "including" shall be construed without limitation. References to a "Section" are to a section of this Agreement. References to "writing" include email unless expressly stated otherwise.

This Agreement, including these definitions, constitutes the entire set of terms governing the Services, and no annex, schedule or exhibit forms part of it. Where this Agreement leaves a term to be completed, the completed term shall be recorded in the relevant placeholder or in a written amendment signed by both Parties.

The Client hereby engages the Company, and the Company hereby agrees, to provide the Services at the Premises during the Term, on the terms and subject to the conditions of this Agreement.

The Services shall comprise the general cleaning of the Premises, being [description of Services, e.g., dusting, vacuuming, mopping, sanitizing of restrooms and kitchens, waste removal], and such further services as the Parties may agree in writing from time to time.

The Services shall be performed in the areas of the Premises designated as [areas to be cleaned]. Areas, items or surfaces not so designated, including [excluded areas or items], are excluded from the Services unless the Parties agree otherwise in writing.

The Company shall perform the Services as an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship between the Parties or between the Client and any of the Personnel.

The Company shall determine, in its reasonable discretion, the methods, sequence, techniques and means by which the Services are performed, provided that the Services conform to the Service Checklist and the standards set out in this Agreement.

Any services requested by the Client that fall outside the scope of the Services, including deep cleaning, window cleaning, carpet or upholstery treatment, post-construction cleaning, or the handling of hazardous or biological materials, shall be performed only upon the Company's written acceptance and at the additional fees quoted by the Company at [additional services rate or quotation method].

The Company may decline to perform any task that, in its reasonable opinion, presents a risk to the health or safety of its Personnel or to property, or that requires specialist qualifications, licences or equipment that the Company does not hold.

The Company shall attend the Premises and perform the Services in accordance with the following Cleaning Schedule: [number] Visits per [week/month], on [days of the week], during the hours of [start time] to [end time], with each Visit expected to last approximately [duration].

The Service Checklist for each Visit shall include the following tasks: [list of routine tasks]. The following tasks shall be performed on a [weekly/monthly/quarterly] basis: [list of periodic tasks].

The Company shall be deemed to have discharged its obligations for a Visit upon completion of the tasks on the Service Checklist applicable to that Visit, subject to any limitations of access or conditions at the Premises that prevent their completion.

Where the Client's use of the Premises, or the state of the Premises on arrival, prevents completion of all tasks within the allotted Visit duration, the Company shall prioritize tasks in its reasonable discretion and shall be entitled to charge additional Fees at [additional time rate] for any extra time reasonably required.

Either Party may request a change to the Cleaning Schedule or the Service Checklist by written notice delivered at least [number] days in advance. No change shall take effect until accepted in writing by the Company, and the Company may adjust the Fees to reflect any change in the scope, frequency or duration of the Services.

The Company shall provide the Client, upon reasonable request, with a record of Visits performed, including the date, time of arrival and departure, and the tasks completed.

The Client shall provide the Company and its Personnel with safe, timely and unobstructed access to the Premises during each scheduled Visit, including keys, access cards, alarm codes or other entry means as reasonably required, and shall bear the cost of any replacement of such items that are lost through no fault of the Company.

The Client shall ensure that the Premises are in a condition reasonably suitable for cleaning, including by removing or securing valuables, cash, confidential documents, fragile or irreplaceable items, and personal effects, and by clearing surfaces and floors of clutter where reasonably practicable.

The Client acknowledges that the Company shall have no responsibility for items left unsecured, and that the Company is not required to move heavy furniture, climb above [height] or clean areas that are unsafe or inaccessible.

The Client shall make available, at no charge to the Company, reasonable access to water, electricity, and storage space for the Company's supplies and equipment at the Premises, as well as adequate lighting and ventilation.

The Client shall disclose in advance any known hazards at the Premises, including the presence of pets, hazardous substances, defective fixtures, surface sensitivities, security systems or special instructions, and shall promptly notify the Company of any change to them.

The Client shall provide a representative, identified as [Client Representative Name and Contact Details], authorized to give instructions and receive communications on the Client's behalf. The Company may rely on any instruction from such representative.

Where the Company is unable to access the Premises, or is denied access at the scheduled time, through no fault of its own, the Visit shall be treated as having been performed and the Fees for it shall remain payable in full.

The Client shall not direct or supervise Personnel in a manner inconsistent with the Service Checklist, and shall address any concerns regarding Personnel to the Company's designated manager and not to the Personnel directly.

The Company shall provide, at its own cost, all cleaning supplies, chemicals, tools, equipment and materials reasonably required to perform the Services, other than the utilities and facilities to be made available by the Client under this Agreement.

The Company shall select the brands, types and quantities of supplies and equipment in its reasonable discretion. Where the Client requests specific products or environmentally preferred alternatives, the Company may agree to use them, and may adjust the Fees by [percentage or amount] to reflect any additional cost.

All supplies and equipment brought to the Premises by the Company shall remain the Company's sole property. The Client shall not use, remove or tamper with them, and shall bear the risk of loss, theft or damage to such items while at the Premises, except to the extent caused by the Company's Personnel.

Consumable items that are installed or dispensed for the use of the Client's occupants, such as toilet paper, hand soap, paper towels, and bin liners for client use, are not included in the Services unless the Parties agree otherwise in writing, in which case they shall be charged at [rate or cost plus percentage].

The Company shall use supplies that are suitable for their intended purpose, are used in accordance with the manufacturers' instructions, and are stored and handled in a safe manner. The Company shall maintain relevant safety data information for products used at the Premises and make it available to the Client upon reasonable request.

The Client shall notify the Company in advance of any allergies, sensitivities or restrictions relating to cleaning products. The Company shall not be liable for adverse reactions arising from the use of standard products where the Client has not given such notice.

The Company shall ensure that all Personnel assigned to the Premises are suitably trained, competent, properly supervised and adequately equipped to perform the Services, and shall be solely responsible for their recruitment, remuneration, taxes, benefits and other statutory entitlements.

The Company shall perform the Services with reasonable skill and care and in accordance with generally accepted standards in the professional cleaning industry, and in accordance with the Service Checklist.

The Company shall conduct reasonable background and reference checks on Personnel, to the extent permitted by applicable law, before assigning them to the Premises, and shall replace any Personnel who, in the Company's reasonable judgment, are unsuitable.

The Company may, in its discretion, assign, rotate, substitute or replace Personnel and may engage subcontractors to perform any part of the Services, provided that the Company remains responsible to the Client for the performance of such subcontractors as if they were its own Personnel.

The Client may request in writing the removal of any member of Personnel for reasonable cause. The Company shall consider such request in good faith and shall, where it deems the request justified, replace such individual within a reasonable period.

The Company shall cause its Personnel to comply with the Client's reasonable site rules, security procedures and health and safety requirements that have been notified to the Company in writing in advance, provided that such rules do not materially increase the Company's cost or burden of performing the Services.

The Company does not warrant that the Services will result in the total elimination of dirt, bacteria, allergens, pests or stains, and the Company's obligation is limited to the performance of the Services in accordance with this Agreement.

In consideration of the Services, the Client shall pay the Company the Fees of [amount] in the Currency per [Visit/week/month], exclusive of all applicable taxes, levies, duties and similar charges, which shall be borne by the Client.

The Company shall issue an invoice to the Client [in advance/in arrears] on a [weekly/monthly] basis. Each invoice shall set out the Services performed, any additional services, and any applicable taxes.

The Client shall pay each invoice in full, in cleared funds and without set-off, deduction or counterclaim, within [number] days of the invoice date, by [payment method] to the account specified in the invoice or as otherwise notified by the Company in writing.

If the Client fails to pay any amount when due, the Company may charge interest on the overdue amount at the rate of [percentage] per [month/annum], accruing daily from the due date until payment in full, and may recover its reasonable costs of collection, including legal fees.

The Client shall notify the Company in writing of any good-faith dispute regarding an invoice within [number] days of receipt, specifying the disputed items and the reasons. The Client shall pay all undisputed amounts by the due date, and failing timely notice, the invoice shall be deemed accepted.

Without prejudice to its other rights, the Company may suspend the Services upon [number] days' written notice if any amount remains unpaid after the due date. The Company shall not be liable for any consequence of such suspension, and the Fees shall continue to accrue for scheduled Visits during any period of suspension arising from non-payment.

The Company may adjust the Fees upon [number] days' written notice, no more than once in any period of [number] months, to reflect increases in labor, supply, insurance or other operating costs, and the Fees shall in any event be reviewed on each anniversary of the Effective Date.

The Client shall pay a [deposit/advance payment] of [amount] upon signature of this Agreement, which the Company may apply against any amounts due and unpaid.

The Client may reschedule a Visit by giving the Company written notice at least [number] hours before the scheduled start time. Rescheduling shall be subject to the Company's availability, and the Company shall use reasonable efforts to offer an alternative time within [number] days.

If the Client cancels a Visit, or requests rescheduling, with less than [number] hours' notice, or if the Company is denied access under this Agreement, the Client shall pay a cancellation fee equal to [percentage]% of the Fees for that Visit.

A Visit cancelled by the Client with the notice required in this Section shall not be charged, provided that the Client shall not cancel more than [number] Visits in any period of [number] months without the Company's consent, failing which the Company may charge the Fees for any further cancelled Visits.

The Company may reschedule or cancel a Visit due to illness of Personnel, adverse weather, equipment failure, unsafe conditions at the Premises, or other circumstances reasonably beyond its control, upon giving the Client as much notice as is reasonably practicable. In such case, the Company shall offer a replacement Visit within [number] days, and no Fees shall be charged for the cancelled Visit.

Where the Company is unable to provide a replacement Visit within the period stated above for reasons attributable to the Company, the Client's sole remedy shall be a pro rata credit of the Fees for the cancelled Visit against future invoices.

Public holidays and Client closure days shall be treated as cancelled Visits, and any notice of such closure shall be given to the Company at least [number] days in advance, failing which the cancellation fee shall apply.

The Client shall notify the Company in writing of any complaint regarding the Services within [number] hours after the completion of the relevant Visit (the "Complaint Window"), providing reasonable detail and, where practicable, photographic evidence.

Any Services not the subject of a complaint within the Complaint Window shall be deemed to have been performed satisfactorily and accepted by the Client, and the Client waives any claim in respect of such Services.

Upon receipt of a timely and substantiated complaint, the Company shall be given a reasonable opportunity, of not less than [number] Business Days, to inspect the Premises and to re-perform the affected Services at no additional charge (the "Remedial Cleaning").

The Client shall provide access to the Premises for the Remedial Cleaning at a time reasonably proposed by the Company. If the Client fails to provide such access, the complaint shall be deemed withdrawn.

The Remedial Cleaning shall constitute the Client's sole and exclusive remedy for any failure by the Company to perform the Services in accordance with this Agreement, except where the Company fails to carry out the Remedial Cleaning, in which case the Client shall be entitled to a pro rata reduction of the Fees for the affected Visit.

The Company shall not be required to perform Remedial Cleaning in respect of conditions that arise from the Client's acts or omissions, pre-existing stains, wear and tear, surface damage, or matters excluded from the Service Checklist.

Complaints shall be addressed to [Company Contact Name, Email and Telephone], and the Company shall acknowledge each complaint within [number] Business Days of receipt.

The Company shall take reasonable care to avoid damage to the Premises and to the Client's property while performing the Services.

The Client shall notify the Company in writing of any alleged damage to property caused by the Company or its Personnel within [number] hours of the Visit during which it is alleged to have occurred, or, if later, of the time the Client first became aware of it, and in any event within [number] days of such Visit, failing which the Company shall have no liability for such damage.

The notice shall describe the property affected, the date and circumstances of the alleged damage, and shall be accompanied by supporting evidence, including photographs and evidence of the value and age of the property. The Client shall preserve the damaged property for inspection by the Company or its insurer.

The Company shall be entitled to investigate the claim, and the Client shall cooperate in good faith and provide access to the Premises and relevant records. The Client shall not undertake or authorize any repair or replacement without the Company's prior written consent, which shall not be unreasonably withheld.

If the Company, acting reasonably, accepts that it or its Personnel caused the damage, the Company may, at its option, repair the damaged property, replace it with an item of equivalent kind and quality, or pay the reasonable cost of repair or the depreciated value of the item, subject to the limits in this Agreement.

The Company shall not be liable for damage to: property that was defective, fragile or improperly installed; items not secured or disclosed under this Agreement; damage resulting from normal wear and tear; or loss of cash, jewelry, securities, data, or other valuables.

Any claim accepted or determined to be payable by the Company shall be subject to the deductible of [amount] in the Currency per claim, which shall be borne by the Client.

To the maximum extent permitted by applicable law, the total aggregate liability of the Company to the Client arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the lesser of (a) the total Fees paid by the Client to the Company in the [number] months preceding the event giving rise to the claim, and (b) [amount] in the Currency.

In no event shall the Company be liable for any indirect, consequential, special, incidental, punitive or exemplary loss or damage, nor for any loss of profit, revenue, business, goodwill, anticipated savings or data, however arising, even if advised of the possibility of such loss.

Nothing in this Agreement shall limit or exclude liability to the extent that such liability cannot lawfully be limited or excluded, including liability for death or personal injury caused by negligence or for fraud.

The Client shall indemnify, defend and hold harmless the Company and its officers, employees and Personnel from and against all claims, losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with: (a) the Client's breach of this Agreement; (b) any hazardous or unsafe condition at the Premises that was not disclosed to the Company; (c) any claim by a third party relating to the Premises or the property located therein, except to the extent caused by the Company's gross negligence or willful misconduct; or (d) injury to Personnel caused by the Client's acts or omissions.

The Company shall indemnify the Client against third-party claims for bodily injury or damage to tangible property, to the extent directly caused by the negligence of the Company's Personnel in the performance of the Services, subject always to the limitations of liability set out in this Section.

The indemnified Party shall notify the indemnifying Party promptly of any claim, permit the indemnifying Party to control the defense and settlement of such claim, and provide reasonable cooperation at the indemnifying Party's cost. No settlement requiring any admission or payment by the indemnified Party shall be made without its consent.

The Parties acknowledge that the Fees reflect the allocation of risk set out in this Section, and that the Company would not have entered into this Agreement without such limitations.

The Company shall maintain throughout the Term, with a reputable insurer, commercial general liability insurance covering bodily injury and property damage arising from the Services, with limits of not less than [amount] in the Currency per occurrence.

The Company shall maintain workers' compensation or equivalent employer's liability insurance for its Personnel to the extent required by applicable law.

The Company may, at its discretion, maintain additional coverage, including fidelity or janitorial bonding in the amount of [amount], and shall provide to the Client upon reasonable written request a certificate evidencing the coverage required by this Section.

The Client shall maintain throughout the Term adequate property insurance covering the Premises and the contents thereof, and public liability insurance in respect of the Premises, and shall be responsible for any loss that is within the scope of such insurance or that would have been covered had such insurance been maintained.

The Client shall use reasonable efforts to cause its property insurers to waive rights of subrogation against the Company and its Personnel in respect of losses covered or required to be covered by the Client's property insurance, except in cases of willful misconduct.

Each Party shall give the other prompt written notice of any cancellation or material reduction in the coverage required by this Section. The insurance requirements of this Section shall not limit or increase the liability of either Party under this Agreement.

During the Term and for a period of [number] months following its expiry or termination, the Client shall not, directly or indirectly, solicit, offer employment or engagement to, hire or engage any Personnel who has performed Services at the Premises in the preceding [number] months, without the Company's prior written consent.

The restriction in this Section shall apply whether the Client acts on its own behalf or through any affiliate, agent, contractor or other person, and whether the engagement is as employee, consultant, contractor or otherwise.

If the Client breaches this Section, the Client shall pay to the Company, as liquidated damages and not as a penalty, a sum equal to [number] months of the gross remuneration of the Personnel concerned, or [amount] in the Currency, whichever is greater, reflecting the Company's recruitment, training and replacement costs.

The Parties agree that such sum is a reasonable and genuine pre-estimate of the loss that the Company would suffer, that the Company's loss would be difficult to quantify, and that payment shall be without prejudice to the Company's right to seek injunctive relief.

General advertisements not specifically directed at Personnel shall not constitute a breach of this Section, provided that the Client shall not hire any Personnel who responds to such advertisement during the restricted period without the Company's consent.

The Parties acknowledge that the restrictions in this Section are reasonable and necessary to protect the Company's legitimate business interests, and if any part is found unenforceable, it shall be enforced to the maximum extent permissible.

Each Party (the "Receiving Party") shall keep confidential all non-public information of the other Party (the "Disclosing Party") that is disclosed in connection with this Agreement and is marked as confidential or would reasonably be understood to be confidential, including the Client's security arrangements, access codes and the layout of the Premises, and the Company's pricing, methods and operating procedures (the "Confidential Information").

The Receiving Party shall use the Confidential Information solely for the purposes of performing or receiving the Services, and shall not disclose it to any third party except to its employees, officers, insurers, advisers and subcontractors who need to know it and are bound by obligations of confidentiality no less protective than this Section.

The Company shall ensure that its Personnel do not disclose, copy, remove or misuse any documents, data or information of the Client that they may encounter at the Premises, and shall treat any such information as Confidential Information.

The obligations in this Section shall not apply to information that: is or becomes publicly available other than through breach of this Agreement; was lawfully known to the Receiving Party before disclosure; is lawfully received from a third party without restriction; or is independently developed without use of the Confidential Information.

The Receiving Party may disclose Confidential Information to the extent required by law, regulation, court order or competent authority, provided that, where lawful, it gives the Disclosing Party prompt notice and cooperates in seeking protective measures.

The obligations in this Section shall continue during the Term and for a period of [number] years after its expiry or termination. Upon written request, the Receiving Party shall return or destroy the Confidential Information of the Disclosing Party, save for copies required to be retained by law or for legitimate record-keeping.

This Agreement shall commence on the Effective Date and shall continue for an initial term of [number] months (the "Initial Term"), unless terminated earlier in accordance with this Section.

Upon expiry of the Initial Term, this Agreement shall automatically renew for successive periods of [number] months (each a "Renewal Term"), unless either Party gives the other written notice of non-renewal at least [number] days before the end of the then-current term.

After the Initial Term, either Party may terminate this Agreement for convenience by giving the other Party not less than [number] days' written notice. The Client may not terminate for convenience during the Initial Term, except upon payment to the Company of an early termination fee equal to [amount or percentage] of the Fees that would have been payable for the remainder of the Initial Term.

Either Party may terminate this Agreement immediately by written notice if the other Party commits a material breach and, where the breach is capable of remedy, fails to remedy it within [number] days after receiving written notice requiring it to do so.

The Company may terminate this Agreement immediately by written notice if: the Client fails to pay any undisputed amount within [number] days after the due date; the Client becomes insolvent, enters into liquidation or an arrangement with creditors; or the Company reasonably determines that the Premises or the conduct of the Client presents an unsafe working environment for its Personnel.

Upon expiry or termination, the Client shall pay all Fees accrued up to the date of termination, together with any other amounts due under this Agreement, and the Company shall remove its supplies and equipment from the Premises. The Client shall return all keys, cards and other access items belonging to the Company.

Termination or expiry shall not affect any rights or liabilities accrued before that date, nor the continuation of any provision that is expressly or by implication intended to survive, including those relating to payment, liability, indemnification, confidentiality and non-solicitation.

Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement, other than an obligation to pay money, to the extent that such failure or delay results from an event beyond its reasonable control (a "Force Majeure Event").

A Force Majeure Event includes acts of God, fire, flood, storm, severe weather, earthquake, epidemic or pandemic, public health restrictions, war, terrorism, riot, civil unrest, strikes or labor disputes (other than those of the affected Party's own workforce), governmental orders, power or utility failure, and closure or inaccessibility of the Premises.

The affected Party shall notify the other Party as soon as reasonably practicable of the Force Majeure Event, its expected duration and its effect on performance, and shall use reasonable efforts to mitigate its effect and resume performance promptly.

During a Force Majeure Event affecting the Company, the Fees for Visits not performed shall not be payable. During a Force Majeure Event affecting the Client or the Premises, the Fees for Visits not cancelled in accordance with this Agreement shall remain payable, unless the Company is able to reassign its Personnel to other work.

If a Force Majeure Event continues for more than [number] consecutive days, either Party may terminate this Agreement upon [number] days' written notice, without liability other than for amounts accrued before the date of the event.

Industrial action by the Company's own workforce, an inability to pay, or an increase in the cost of performance shall not constitute a Force Majeure Event.

This Agreement and any dispute or claim arising out of or in connection with it, including its formation, validity, interpretation, performance or termination, and any non-contractual obligations, shall be governed by and construed in accordance with the laws of [Governing Law Jurisdiction].

The Parties shall first attempt in good faith to resolve any dispute by negotiation between their designated representatives. Either Party may initiate such negotiation by written notice describing the dispute (a "Dispute Notice").

If the dispute is not resolved within [number] days after the Dispute Notice, the Parties shall refer it to mediation administered by [Mediation Institution] in [City], and shall share the mediator's fees equally.

If the dispute is not resolved by mediation within [number] days after its commencement, it shall be finally resolved by [arbitration under the rules of [Arbitration Institution] by [number] arbitrator(s) seated in [City], conducted in the English language / the competent courts of [Jurisdiction]], which shall have exclusive jurisdiction.

The Company may, at any time, seek interim, injunctive or other urgent relief from any court of competent jurisdiction, and may bring proceedings in any court to recover unpaid Fees, without first complying with the preceding procedure.

The prevailing Party in any proceeding arising out of this Agreement shall be entitled to recover its reasonable legal fees, costs and expenses from the other Party.

Each Party shall continue to perform its obligations under this Agreement, including payment obligations in respect of undisputed amounts, pending the resolution of any dispute.

This Agreement, together with any written amendments, constitutes the entire agreement between the Parties relating to its subject matter and supersedes all prior negotiations, proposals, representations and understandings, whether written or oral.

No amendment or variation of this Agreement shall be effective unless made in writing and signed by authorized representatives of both Parties, save for adjustments of Fees and schedule changes expressly permitted by this Agreement.

Any notice under this Agreement shall be in writing and delivered by hand, courier or email to the address set out below the Party's signature or such other address as a Party may notify. A notice shall be deemed received upon delivery if by hand or courier, and at the time of transmission if by email, unless transmitted outside business hours, in which case it is deemed received on the next Business Day.

Neither Party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party, such consent not to be unreasonably withheld, except that the Company may assign this Agreement to an affiliate or to a successor to its business upon written notice to the Client.

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect, and the Parties shall negotiate in good faith to replace it with a valid provision that achieves, as closely as possible, the original intent.

No failure or delay by a Party in exercising any right or remedy shall operate as a waiver thereof, and no single or partial exercise of any right shall preclude any further exercise. Any waiver must be in writing.

This Agreement does not confer any rights on any person other than the Parties and their permitted successors and assigns. The Client represents that it is entering into this Agreement for business purposes and not as a consumer.

This Agreement may be executed in counterparts, including by electronic signature or electronic exchange of signed copies, each of which shall be deemed an original and all of which together constitute one instrument.