HAPPY VAN CLEANING SERVICES LIMITED

SC1.

In this Agreement “Happy Van” means ‘Happy Van Cleaning Services limited’ and the ‘Customer’ means the Company, firm or individual specified overleaf.

‘Replacement Value’ means the cost of replacing an item with new in accordance with Happy Van’s current price list.

SC2. SERVICE

Happy Van will provide services to the Customer in relation to the items specified overleaf in accordance with the Schedule of work.

SC3. DURATION AND TERMINATION

SC3.1This Agreement shall commence on the date this Agreement is accepted by Happy Van and shall continue until the work is completed in accordance with the schedule of work.

SC3.2 The Customer will be entitled to cancel this Agreement in whole or in part at any time prior to completion of the works. In this event the Customer shall forthwith pay to Happy Van 100 percent of the charges which would have been payable for the completion of the works.

SC3.3 Happy Van shall be entitled to terminate this Agreement for any reason without notice or if the Customer ceases or threatens to cease to trade, has a receiver or manager appointed over any of it’s assets, enters into any composition or arrangements with it’s creditors, becomes unable to pay it’s debts as defined by the Insolvency Act 1986 or if a position is presented for a bankruptcy, winding up or administration order.

SC4. PAYMENT TERMS AND CHARGES

SC4.1 The charges payable by the Customer for the services shall be set out overleaf or otherwise as adjusted in accordance with this clause and clause SC4.2. Happy Van shall be entitled to revise the charges annually with effect from the anniversary of the date of this Agreement and at any other time on notification to the Customer if market conditions in Happy Van’s view warrant such an increase.

SC4.2 Charges are based on the number of items supplied or services to be provided. If Happy Van agrees to accept a reduction or cancellation of any part of the services to be provided Happy Van reserves the right to make an appropriate adjustment to the charges upon notice of the Customer.

SC4.2.1If at any time during the currency of this Agreement there is an increase in the direct labour cost or other costs to Happy Van in providing the services resulting from the introduction of a minimum wage, additional employment liabilities or other liabilities imposed on Happy Van by legislation or other changes to the law after the date of this Agreement then the charges may be increased pro rata upon notice from Happy Van to the Customer.

SC4.3. charges will be due and payable within 30 days of date of invoice unless otherwise agreed. The charges take account of annual and public holidays. Credit will not be authorised when delivery of items or work schedules have to be revised as a result of public holidays or for any other reason beyond Happy Van’s control.

SC4.4 In the event of non-payment or late payment by the Customer, Happy Van reserves the right to suspend the provision of services until all out standing amounts have been paid and/or charge interest on any overdue sum at the rate of 4 per cent per annum above the base rate from time to time of Barclays Bank Plc without prejudice to any other rights it may have.

SC4.5. The obligations of the Customer (including without limitation payment of charges) will continue during any period of suspension of the services for non-payment.

SC4.6 in addition to our normal and agreed charges you agree by entering into this agreement with us, that we can charge you an administration charge of L75.00 plus VAT at 17.5% if we have to recover a debt from you. This charge covers the cost to us of identifying you as a debtor, setting up a debt file, and instructing our solicitors to recover the debt from you. This charge will apply irrespective of whether or not court proceedings are issued.

SC5. OWNERSHIP OF ITEMS SUPPLIED

Except for items indicated as purchased outright, all items supplied shall remain the property of Happy Van and the Customer shall not sell or do anything which is inconsistent with Happy Van’s title. In relation to outright purchases, the title of the goods will only pass on full payment having been received in cleared funds.

SC6. CUSTOMER OBLIGATIONS

SC6.1 The Customer will not at any time permit any item belonging to Happy Van or it’s authorised representatives to be used by any third party.

SC6.2. The Customer will pay to Happy Van the replacement value of any item lost, damaged or mis-used or destroyed whilst in it’s care. It is the Customer’s responsibility to ensure security and insurance of the items supplied and to notify Happy Van in writing of any loss or damage as soon as it is discovered. The Customer will not remove any item belonging to Happy Van.

SC6.3. If following commencement of the agreement in accordance with clause SC3.1 the agreed works or the supply of items cannot proceed through the fault or neglect of the Customer, then the Customer shall pay to Happy Van the full amount due for the agreed works or the retail cost of the item as the case may be, such amount or cost to be paid forthwith to Happy Van without prejudice to any rights or causes of action that Happy Van may have against the Customer.

SC6.4 The Customer undertakes to provide Happy Van with full details of any item or Caravan or such like supplied to Happy Van which has become affected or contaminated with dangerous toxicm adhesive, inflammable substances or has such other hazardous features. Happy Van reserves the right to refuse to process any such items, Caravan or such like.

SC6.5 The Customer will permit any person authorised by Happy Van to enter any premises owned or occupied by the Customer at all reasonable items to inspect Happy Van’s property and to carry out stock checks and at any time without notice to repossess it’s property in the event of termination of this agreement (howsoever caused). If in the event if termination of this agreement Happy Van is not allowed to repossess its property, it will be immediately entitled to charge the Customer with the full replacement value of all the property which has not been recovered, such charges being payable immediately.

SC7 ASSIGNMENT

Happy Van shall be at liberty to assign this agreement with all its rights and liabilities to any person, firm or company but the Customer may only do so with Happy Van’s prior written consent.

SC8. HAPPY VAN’S LIABILITY

SC8.1 The liability of Happy Van to the Customer for any breach of contract connected with the supply or servicing or failure to supply or service any items shall not exceed four times the charge by Happy Van (or the purchase price if applicable) of that item.

SC8.2 Any liability of Happy Van its employees and sub-contractors howsoever arising in respect of any loss or damage to property whatsoever shall be limited to tangible loss and damage directly arising from such liability in respect of one incident or a series of related incidents, such loss or damage to be proved by the Customer and by limited as per clause SC8.1 above.

SC8.3 In the event that any third party makes a claim against Happy Van for any loss or damage to property, the Customer agrees to indemnify Happy Van against all such costs, claims, losses or damages resulting from such third party claim. The Customer should ensure it has adequate insurance so as to indemnify Happy Van in respect of all such third part claims.

SC8.4 Happy Van shall have no liability for any loss of profit or other indirect or economic or consequential loss howsoever caused.

SC9 VARIATION

Any variation to this agreement must be in writing and signed by Happy Van or by it’s authorised representative and the Customer.

SC10 NOTICE

Any notice given to the Customer under this agreement shall be deemed valid if left or sent pre-paid post to the registered office or any business address of the Customer or the Customers address overleaf or the Customers last known address. If sent by post each notice shall be deemed to have been received by the Customer forty eight hours after the time of posting.

SC11 FORCE MAJEURE

Happy Van shall be released from it’s obligations to the extent that it proves impractical or uneconomical for it to perform it’s obligations as a result of any circumstances beyond it’s reasonable control (including without limitation any industrial action of it’s workforce).

SC12. JURISDICTION

The parties submit to the exclusive jurisdiction of the English Courts.