This Agreement consists of the following sections:
- the Parties & Signatures;
- the Agreement Details; and
- these Agreement Terms
The parties to this Agreement include the Service Provider (referred to as Spruces, we, our, or us) and the Service Recipient (referred to as the client, you or yours).
We agree to provide the Services, from the Start Date, specified in the Agreement Details.
Individual service providers
We will ensure the Services are provided by the Service Providers specified in the Agreement Details. However, we may vary or substitute the Individual Service Providers if it is reasonable and will not adversely affect the Services.
We will provide the Services during the Service Hours specified in the Agreement Details. However, we may vary the Service Hours if it is reasonable and will not adversely affect the Services.
We will provide the Services at the Service Location specified in the Agreement Details and any other locations we reasonably request.
Service fees and expenses
You will pay your Service Fees, in accordance with the Payment Terms, specified in the Agreement Details. You agree to also pay for any expenses that were are reasonably incurred in connection with providing the Services. We will seek your prior consent before incurring the expenses and provide receipts or other documents to evidence the amounts.
In relation to any intellectual property that we discover, create or develop in the course of providing the Services.
- we assign all present and future rights in it to you and it will be your property on creation; and
- If requested, we will sign any documents that we reasonably require to evidence your rights in it. However, this does not apply in relation to:
- background intellectual property that you discover, create or develop prior to, or independently of, providing the Services to us; or
- Third party intellectual property that you notify us will be used in the course of providing the Services.
Intellectual property includes materials that may be protected by patents, designs, copyrights, moral rights, know-how, trade secrets, rights in confidential information and any other intellectual property rights, whether registered or unregistered.
We acknowledge that we acquire no beneficial interest in your Intellectual Property which at all times remains the property of the you. Further, we shall not be liable to you or any third party for any damage arising from the use of your Intellectual Property, including but not limited to lost profits, lost savings or any other incidental consequences.
You also acknowledge that you acquire no beneficial interest in our Intellectual Property which at all times remains the property of the Spruces.
The following is the Confidential Information of the parties:
- technology and all information clearly marked confidential, software architecture, programs, source code, software, designs, systems, methods and procedures, trade secrets, ideas, know-how, plans, concepts and information whether in writing or otherwise, details of customers, business, sales, marketing or promotional information and financial information;
- information or communication that is designated by an employee, officer or agent of the parties to be confidential;
- information or communication the recipient knows or reasonably ought to know is confidential or is held in confidence on behalf of a third party;
- intellectual property of either party or that party’s clients or partners;
- that part of all notes and other records prepared based on or incorporating information referred to in sub-paragraph
(a); and all copies of information and those parts of the notes and other records referred to.
Both Parties must:
- keep all Confidential Information secret and confidential;
- not use all or any of the Confidential Information otherwise than for the provision of Services under this Agreement;
- take all reasonable and necessary precautions to maintain the secrecy and prevent the disclosure of any Confidential Information.
The parties covenant and warrant that they shall at all times act in good faith in accessing the Confidential Information and shall not act in any way contrary to the commercial interests of the other party and shall not knowingly circumvent the other party in its dealings with any other third party as at the date of this Agreement or whilst this Agreement is in force.
The parties acknowledge and agree that the Confidential Information is confidential and of significant commercial value and that damages may not be a sufficient remedy for a breach by the receiving party of this Agreement.
The obligations of confidentiality set out in this Agreement are continuing and shall survive for five (5) years from the termination of this Agreement.
Termination & Cancellation
Either party may terminate this Agreement by written notice if the other party:
- is provided with the Termination Notice Period specified in the Agreement Details;
- fails to rectify a breach within 14 days of receiving a written notice requiring it to do so; or
- is bankrupt, insolvent or ceases to operate its business.
- Depending on the commitment of your service we are providing, if you are out of your initial commitment period (3, 6, or 12 months), you can cancel at any time, by providing us at least 30 days written notice. If you are still within your initial commitment period, you will be required to pay out your remaining balance for the remaining commitment period, unless otherwise specified in writing prior to engaging Spruces.
You acknowledge that we are:
- engaging you as service provider and not an employee or agent;
The Additional Terms (if any) in the Agreement Details take priority over these Agreement Terms and may be used to supplement or vary them.
Once signed, this Agreement may only be varied by the further written agreement of the parties.
The understanding between the parties about the subject matter of this Agreement is covered entirely in this document and no previous agreements, representations or warranties will have any effect.
This Agreement is governed by the laws of the Jurisdiction specified in the Agreement Details and the courts of the Jurisdiction are entitled, non-exclusively, to resolve disputes about this Agreement.
Successors in title
This document continues for the benefit of, and binds, a successor in title of a party, including a person to whom a party’s rights and obligations are assigned in accordance with this document.
Signing of separate copies
This document will be treated as properly signed if each party signs it or if the parties sign separate but identical documents in which case this document will take effect when the separately signed documents are exchanged between the parties.
Contact details for notices
The parties official contact details for notices under this Agreement are set out in the Parties & Signatures section of this document but can be changed at any time by a party giving written notice of the change. If a notice is sent to a party’s official contact details using any of the following mediums it will be treated as validly served for legal purposes at the following time:
- emailed – when the party confirms receipt by email or otherwise.
- faxed – when the sender’s fax machine reports it is sent correctly;
- hand delivered – when it is left at the address; and
- posted by mail – 3 business days later or 5 if sent by international post (from outside the recipient’s country).
- provide the Services with a high degree of diligence, quality and efficiency, devote its time, attention and skill to the performance of the Services;
- whilst so providing the Services, remain an independent contractor at all times and, as such:
- assume full responsibility for their acts and omissions; and
- provide all necessary tools to carry out the Services;
- You agree to provide sufficient details, material and information (“Client Materials”) to us as reasonably requested to allow us to carry out the Services.
- You agree to to supply the Client Materials to us within a reasonable time frame after execution of this Agreement, or after request from us. You agree and acknowledge that any delay caused by you failing to provide the Client Materials to us may cause significant delay to the provision of Services. Further, you agree that we shall not be liable for any delay to the provision of the Services caused by the failure of you to provide the Client Materials in a timely manner.
- You shall not submit any Client Materials which are knowingly based on other works and for which you have not obtained the necessary rights. You indemnify and keep indemnified Spruces from any claim made by a third party for a breach of copyright or Intellectual Property Rights as a result of publication or use of the Client Materials.
20.a. Regular Clean
- Dusting of all surfaces, including but not limited to: furniture, shelves, knick-knacks, window sills, baseboards, and ceiling fans.
- Vacuuming and/or sweeping of all carpets and hard floor surfaces.
- Mopping of all hard floor surfaces.
- Cleaning of all bathrooms, including but not limited to: toilets, sinks, showers, tubs, and mirrors.
- Cleaning of all kitchens, including but not limited to: countertops, sinks, microwaves, ovens, and refrigerators.
- Cleaning of all windows, both inside and outside (if requested and accessible).
20.b Deep Clean
- Dusting of all surfaces, including but not limited to: office furniture, shelves, desks, window sills, baseboards, ceiling fans, blinds, and all other surfaces in the commercial space.
- Vacuuming and/or sweeping of all carpets and hard floor surfaces, including the use of a commercial grade vacuum cleaner with HEPA filter.
- Mopping of all hard floor surfaces, including the use of appropriate cleaning solutions for various surfaces such as wood, tile, and linoleum.
- Cleaning of all bathrooms, including but not limited to: toilets, sinks, showers, tubs, mirrors, fixtures, and tile grout. Use of appropriate cleaning solutions and disinfectants for surfaces and fixtures.
- Cleaning of all kitchens, including but not limited to: countertops, sinks, microwaves, ovens, refrigerators, cabinets (inside and out), and small appliances. Use of appropriate cleaning solutions and degreasers for surfaces and appliances.
- Cleaning of all windows, both inside and outside (if requested and accessible). Use of professional window cleaning solutions and equipment.
- Cleaning of all mirrors and glass surfaces.
- Cleaning of all light fixtures and ceiling fans.
- Cleaning of all baseboards and door frames.
- Cleaning of all air vents and return grills.
- Cleaning of all entryways, foyers, and common areas.
- Deep cleaning of all appliances, such as dishwasher and washing machine
- Deep cleaning of all surfaces and appliances in the laundry room
- Cleaning inside the oven, and refrigerator (if requested)
- Cleaning of all closets and storage areas
- Cleaning of all carpets and upholstery (if requested)
- Specialized cleaning of conference rooms, reception areas, and other common spaces
- Cleaning of exterior entrances and sidewalks (if requested)
The cleaning services will be performed on the schedule agreed upon by the Company and the Client. The schedule may be changed at the discretion of the Client, provided that the Company is given reasonable notice of any changes.
- We will start cleaning in the timeframe agreed upon by both parties deemed reasonable, before work commences either in writing via email or written correspondence.
- You agree that we are not responsible for delays in starting said cleaning due to circumstances out of our control and the start date could be pushed back for any reason given by us.
The Client agrees to pay the Company for the cleaning services at the rate agreed upon by the Company and the Client. Payment is due prior to the completion of the cleaning services.
- The monthly agreement date starts from the first day of cleaning.
- You agree to pay each month as per the service duration in the agreement details.
- Subscription Renewal payments. At the renewal of your subscription, we shall automatically take payment from your credit card of the sum specified and you will receive an invoice immediately after the payment has been made. By default, the billing schedule for a subscription is based on the day we launch your campaign. E.G. If you pay for a monthly subscription on the 15th of November, you will pay again on the 15th of December and so on. Failed recurring payments will be retried automatically. By default, the subscription payment will be retried 5 times
- Over 7 days. If payment still fails, your subscription will be cancelled and no further work will be performed.
- Expedited turn-around times – We can on occasion provide faster turn-around times for an additional fee which is determined on a case-by-case basis. To be able to achieve this without compromising the time frames for other client’s projects, work is performed outside normal business hours, thus the additional fee. As above, this turn-around time is still dependent on you responding to additional requests, along with other questions and feedback requests.
- General Delays: Any delay caused by conditions beyond the reasonable control of the parties shall not be considered a breach and will result in a day-for-day extension of any performance due. Each party shall use reasonable efforts to notify the other party, in writing, of a delay. Conditions beyond the reasonable control of the parties include, but are not limited to, natural disasters, acts of government after the date of the agreement, power failure, fire, flood, acts of God, labour disputes, riots, acts of war, terrorism and epidemics.
- If it is necessary for us to interrupt the services, we will give you reasonable notice where this is possible and when we judge the downtime is such as to justify telling you. You acknowledge that the services may also be interrupted for many reasons beyond our control. You agree that we are not liable to you for any loss, foreseeable or not, arising from any interruption to the services
The Company agrees to take all necessary precautions to protect the Client’s property while providing the cleaning services. The Company will not be liable for any damages to the Client’s property caused by normal wear and tear.