TERMS & CONDITIONS

To provide our services, we collect and process some of your personal information. This gives you more detail about what we do with it. It also lets you know your rights.

Interpretation
In these terms and conditions for the provision of cleaning Services (these “Terms”) the following words shall have the following meanings:

• “Agreement” means the Sea Clean cleaning services agreement to which these Terms are attached and of which these Terms form a part.

• “Client” means the client named in the Agreement; (NAME OF CLIENT)

• “GDPR” means Regulation (EU) 2016/679 of 27 April 2016.

• “Services” means the services described in the Agreement.

• “Sea Clean” means Sea Clean Cleaning Solutions Ltd.

Estimates
When Sea Clean provides an estimate or indication of fees – in writing or orally – it shall exercise skill and judgement in doing so. Such estimates are always subject to the accuracy of information provided by the Client. Sea Clean shall inform the Client promptly of any proposed increase in estimated prices and the reasons for such increase and shall only proceed with the work with the approval of the Client. In these circumstances the Client’s liability for any work already completed (or goods already supplied) shall be unaffected.

Working Conditions
In order to protect the workers provided by Sea Clean to perform the Services, they are instructed not to enter an environment they consider to be unsafe, dangerous to health, or inoperable for any reason, but are instructed to withdraw from the premises and to report the problem. In that event, the Client will be charged for the Services not provided. All workers provided by Sea Clean to perform the Services are suitably trained in health and safety upon induction to Sea Clean. The workers provided by Sea Clean to perform the Services are fully trained in the tasks applicable to their jobs. Sea Clean is an equal opportunities employer. It sources and/or recruits the workers that perform the Services on the basis of their ability to do the Services and aims to ensure that all individuals are treated equally regardless of ethnic origin, religion, sex, age, marital status, nationality, sexual orientation or disability.

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Access to Client’s Premises
The Client shall ensure that Sea Clean has access to site in order to carry out the Services. In the event that Sea Clean is prevented from carrying out the Services due to the Clients failure to ensure that access is available the Client shall be liable for the price of the Services.

Provided Workers
Sea Clean represents and warrants that it and its supplied workers have the right to perform the Services without violation of obligations to others. Sea Clean-provided workers who perform the Services shall be bound by the provisions of this Agreement and Sea Clean shall, at the request of the Client, furnish to the Client satisfactory evidence to that effect. Sea Clean Warrants that it has provided workers with appropriate training to carry out their tasks in a safe manner, and that the workers have the skills to perform their tasks in a professional manner in accordance with industry standards. The Client may not seek or grant direct employment to Sea Clean staff / Employees.

Use of Client’s Equipment
The workers provided by Sea Clean are strictly instructed not to use any of the Client’s personal equipment while in the premises of the Client.

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Provision of Cleaning Products
Based on 20Hrs Labour week basic cleaning products shall be included in the hourly rate charged by Sea Clean to the Client, however, cleaning products particular or unique to premises (e.g. floor polish) shall be supplied by the Client to Sea Clean for the performance of the Services. Where service is for less than 20Hrs a surcharge for the cleaning products and equipment will be charged.

Independent Contractor
The status of Sea Clean is that of an independent contractor and not of an agent or employee of the Client and, as such, Sea Clean shall not have the right or power to enter into any contracts, agreements, or any other commitments on behalf of the Client.

Service Standards
Sea Clean shall complete the Services to the agreed specification and in the absence of any other contractual term as to quality to a satisfactory quality. In the supply of goods or services by Sea Clean to the Client, no such goods or services shall carry any express or implied term as to quality or fitness for any particular purpose. For the avoidance of doubt, nothing in the Agreement affects the statutory rights of a Client that contracts with Sea Clean as a consumer.

Insurance
Sea Clean shall maintain in full force and effect, and upon the request of the Client, shall furnish evidence satisfactory to the Client that it maintains the following insurance coverage:
(a) Public/Products liability insurance in the minimum amount of €7,000,000 (seven million Euro) combined single limit that will cover any and all losses to Client property, property of third parties, or personal injuries caused by the acts or omissions of Sea Clean; and
(b) Workers’ Compensation and Employer’s Liability Insurance in accordance with applicable law and in the amount of €14,000,000 (fourteen million Euro).

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Liability
Where applicable to the service being provided by Sea Clean, it undertakes to provide absolute security for the Client’s keys. In the unlikely event of any keys being lost by Sea Clean, it shall report immediately. The Client is obliged to notify Sea Clean in writing of any loss or damage for which it claims Sea Clean is responsible within 72 hours after the occurrence of the event giving rise to the claim and no claim against Sea Clean or its workers or agents shall be enforceable unless such notification is received within this period. Sea Clean shall not be liable for any loss or damage as a result of a delay cause by the Client. In the event of damage or loss as a result of negligence, the liability of Sea Clean shall be limited (at discretion of Sea Clean) to the repair or the replacement cost of the item, taking into account its age and condition. Sea Clean shall not in any event be liable for any loss of profit or consequential loss. Nothing in the Agreement shall limit or exclude Sea Clean from liability for death or personal injury caused by negligence. The provisions of this section shall survive termination of the Agreement.

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Data Protection
In providing the Services and otherwise fulfilling its obligations under the Agreement, Sea Clean may from time to time be required to process information which (i) constitutes “personal data” as defined in Article 4(1) of GDPR and; (ii) is disclosed to or otherwise made available to Sea Clean by or on behalf of the Client (“Relevant Personal Data”). In its performance of the Services, the Client acts as a “data controller” (as defined in Article 4(7) of the GDPR) and Sea Clean acts as a “data processor” (as defined in Article 4(8) of the GDPR) in respect of the Relevant Personal Data. The Relevant Personal Data shall be processed by Sea Clean for the Client pursuant to the following provisions (in accordance with Article 28 of the GDPR):
(a) Sea Clean shall only process Relevant Personal Data on the Client’s documented instructions;
(b) Sea Clean shall not transfer Relevant Personal Data outside the countries to which the parties have agreed without the Client’s prior written consent;
(c) Sea Clean shall impose a duty of confidentiality on workers and staff with access to Relevant Personal Data;
(d) Sea Clean shall subcontract and transfer Relevant Personal Data outside the countries to which the parties have agreed only with the Client’s prior permission;
(e) Sea Clean shall require that any subcontractor must adhere to the same standards as Sea Clean to meet the requirements of the GDPR and remain fully liable for subcontractor’s performance;
(f) Sea Clean shall, to the extent possible, assist the Client in responding to individuals’ requests to exercise their rights to notice, access, correction, erasure, objection, and portability under the GDPR;
(g) Taking into account the nature of processing and the information available to Sea Clean, it shall implement appropriate technical and organisational security measures to assist Client, insofar as it is possible, with Client’s obligations pursuant to Articles 32 to 36 of the GDPR;
(h) Sea Clean shall return to the Client or delete all Relevant Personal Data at the end of the Agreement in accordance with the Client’s request;
(i) Sea Clean shall make all relevant information regarding its data processing activities available to Sea Clean and the competent regulatory authorities to show compliance and assist with audits;
(j) When responding to audit or other information requests, Sea Clean shall inform the Client, if in its opinion, the Client’s instructions violate the GDPR or other European Union/ Member State data protection law;
(k) Sea Clean shall promptly notify the Client of any security breach impacting Relevant Personal Data and assist with breach investigation, mitigations, and remediation; and
(l) Sea Clean shall assist the Client with carrying out privacy and data protection impact assessments and related consultation of data protection authorities.

Confidentiality
Sea Clean agrees that all knowledge and information that it may receive from the Client or employees or consultants of the Client, or by virtue of the performance of Services relating to inventions, products, processes, prices, business affairs or future plans belong to the Client or to those with whom Client has contracted regarding such information. All information provided by Sea Clean to the Client in reports of work done, together with any other information acquired or gained by Sea Clean or by Sea Clean-supplied workers, shall for all time and for all purposes be regarded by Sea Clean as strictly confidential and held by Sea Clean in confidence, and solely for the Client’s benefit and use, and shall not be used by Sea Clean or directly or indirectly disclosed by Sea Clean to any person whatsoever excepting to the Client or with the Client’s written permission.

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Complaints
The Client shall have discretion to establish the minimum requirements necessary for the performance of any the Services. If at any time the Client determines that the Services performed by any of the workers provided by Sea Clean are not satisfactory, the Client shall so notify Sea Clean verbally or in writing and Sea Clean shall withdraw such worker. In the event of the Client being dissatisfied with the Services the Client has received from Sea Clean, the Client should contact Sea Clean within a reasonable time (4-6 weeks). Sea Clean shall endeavour to ensure that all Client concerns and complaints are resolved quickly and amicably with its client service team.

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Non-Delivery or Delay of Services
Sea Clean shall not be liable for any delay to or cancellation of the Services caused by circumstances beyond its control (including but not limited to fire, flood, strike, and exceptional traffic circumstances, lack of adequate power or breakage or failure of machinery or apparatus). In such circumstances Sea Clean shall use reasonable endeavours to arrange an alternative time suitable to both parties for the performance of the Services. The time for completion of the work of Sea Clean is given in good faith but is not guaranteed. Sea Clean shall not be responsible for any delay in completion of the work or for the consequences of any such delay.

Sub-Contracting
Sea Clean may sub-contract all or part of the work contracted to it by the Client once agreed with by both SeaClean and Client. On agreement that any such sub-contractor shall have the protection and benefit of all rights and conditions and of all limitations and exclusions of liability contained in the Agreement.

Termination
The Agreement may be terminated by either party, with or without cause at any time, upon 1 month’s written notice to the other party. Upon termination of the Agreement, the parties shall return to other party any equipment supplied by that party to the other party.

Miscellaneous
If any one or more provision of the Agreement is deemed for any reason to be invalid, void or deleted, the Agreement shall nonetheless remain in full force and effect as if such provision(s) had not originally been included. In such circumstances, Sea Clean and the Client shall negotiate in good faith in order to agree to a mutually acceptable and satisfactory alternative provision(s) in place of the invalid, void of deleted provision(s). Sea Clean reserves the right to update or modify the Terms at any time giving prior notice to the Client. The rights and obligations of parties under the Agreement may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. The Agreement shall constitute the entire agreement between Sea Clean and the Client and any prior understanding or representation of any kind preceding the date of the Agreement shall not be binding upon either party except to the extent incorporated into the Agreement. The Agreement may be executed by the parties to the Agreement in counterparts, each of which when so executed and delivered shall be an original, and all such counterparts shall together constitute one and the same instrument.

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