Terms & Conditions

TERMS OF BUSINESS FOR THE PROVISION OF COMMERCIAL PROPERTY SERVICES BY STERLING ROUTINES LIMITED

1 General

1.1 Purpose of Contract

The terms and conditions herein shall apply to the provision of the Services from Sterling Routines Limited set out in the description of the Quotation. These terms and conditions shall not apply to any Services not listed therein.

1.2 Parties

This Agreement is entered into by:

(a) Sterling Routines Limited whose registered company number is 16978930 and whose registered office is Popeshead Court Offices, Peter Lane, York YO1 8SU and

(b) The Customer whose name appears on the Quotation.

1.3 Contract Starting Date

The Commencement Date of this Agreement is the date when Sterling Routines Limited receives confirmation from the Customer that Sterling Routines Limited’s quotation is accepted.

1.4 Entire Agreement

1.4.1 This Agreement, the Quotation and Sterling Routines Limited’s Method Statement constitute the entire Agreement and supersede any previousagreement between the parties.

1.4.2 The terms and conditions herein apply in preference to and supersede any terms and conditions referred to, offered, or relied on by the Customer whether in negotiations or at any stage in the dealings between the parties. Sterling Routines Limited will not be bound by any standard terms and conditions tendered by the Customer unless such terms be added in writing to this Agreement and both Sterling Routines Limited and the Customer agree in writing that such terms are to apply.

1.4.3 The express terms of this Agreement are in lieu of all other terms, which might, but for this clause, be implied or incorporated into this Agreement (whether by statute or common law or otherwise) all of which are hereby excluded.

1.4.4 No employee, contractor or sub-contractor engaged by Sterling Routines Limited in connection with this Agreement has authority to make any representation on behalf of Sterling Routines Limited, which is not in writing and signed by Sterling Routines Limited and no such representation shall bind Sterling Routines Limited.

1.5 Other Definitions

In this Agreement, unless the context otherwise requires, the following words and expressions shall have the following respective meanings:

Agreement Shall mean this Agreement, its terms and conditions, and where one is included, any Quotation.

Agent Means any agent acting on the express, implied, or ostensible instructions of the Customer and shall include the managing agent (MA) of the Premises (if applicable), who in the course of its appointment by the Customer is authorised (whether expressly, impliedly or ostensibly) to enter into this Agreement on behalf of the Customer or represent the Customer in any matter relating to this Agreement.

Charges Means the Charges for the Services as specified in the Quotation.

Customer Means the legal individual having lawful rights of possession or occupation of the Premises whether as freehold owner, lessor, lessee or tenant.

Commencement Date Shall be the date when Sterling Routines Limited receives confirmation from the Customer that Sterling Routines Limited’s quotation is accepted. From this date the Agreement will commence whether or not this date is endorsed at paragraph 1.3 of this Agreement.

Due Date Means thirty (30) days after the date of Sterling Routines Limited’s invoice.

Discrete Service Means each particular Service appearing on the quotation and accepted by the Customer.

Equipment Means all the equipment and systems located at the Premises, or linked to the Premises, in respect of which Sterling Routines Limited carry out a Service.

Frequency Frequency shall mean the period in time in between each Service Visit. This shall be stipulated by the Customer.

Initial Period The Initial Period is the period of 12 months from the Commencement Date, during which this Agreement may only be terminated in accordance with clause 4 (Termination During Initial Period).

Maintenance Service Means the Maintenance Service or Services requested by the Customer.

Method Statement Means the method of carrying out the Services, which method is specified in Sterling Routines Limited’s MethodStatement.

Quotation Means Sterling Routines Limited’s quotation for the relevant Service(s).

Performance Means any act or omission in respect of the performance of this Agreement and includes part performance, delayed performance, purported performance, and non-performance.

Premises Means the Premises specified in the Schedule of Premises at Section A and in respect of which the Service is to be performed.

Revised Price Means a change to the Service Price due to the fact that the Service required falls outside Sterling Routines Limited’s standard pricing methods or schedules.

Service Price Means the quotation given by Sterling Routines Limited. for the relevant Service.

Service Visit A Service Visit is any of the following: A Test, an Inspection, a Meter Reading, a Drill, a Maintenance Service Visit, etc.

Service Period Means the period for which the Service shall be invoiced.

Scope The Scope shall mean the geographical area of land or building or part of a building, which is to be the subject of a Service. The Scope shall never be greater than the Premises themselves. The Scope shall always be determined and decided upon by the Customer.

Working Day Means Mondays to Fridays from 9:00am to 5:30pm, excluding Bank or Public Holidays.

2 Agency

2.1 When the Customer acts through an Agent then the parties hereby agree that the Agent is authorised to bind the Customer in respect of any matter relating to this Agreement.

2.2 If or when an Agent acts for more than one Customer in respect of this Agreement, then the parties agree that separate contracts shall exist between Sterling Routines Limited and each Customer.

3 Term

3.1 This Agreement shall endure for a minimum period of 12 months from the Commencement Date (the ‘Initial Period’). During the Initial Period this Agreement may only be terminated on one of the grounds under Clause 4 ‘Termination During Initial Period’.

3.2 When the right to terminate requires notice to be given the Agreement shall endure until the expiry of such notice period.

4 Termination During Initial Period

4.1 During the Initial Period this Agreement or a Service may be terminated only on the following grounds:

4.1.1 Customer’s Right to Terminate: Where, for whatever reason, the Customer either sells its freehold interest or assigns its leasehold interest in the Premises or otherwise vacates the Premises during the Initial Period then the Customer may terminate this Agreement by giving Sterling Routines Limited 3 months written notice.

4.1.2 Termination of Agent’s Appointment: Where the Customer terminates the appointment of its Agent then the Customer may terminate by giving Sterling Routines Limited 3 months written notice.

4.1.3 Late Payment: By Sterling Routines Limited, in the event that the Customer fails to pay a sum payable under this Agreement on a Due Date for payment, whether or not the Services are suspended in accordance with clause 12.1.4 below, by serving 3 months written notice.

4.1.4 Suspension of Service: By Sterling Routines Limited, on any of the grounds afforded to it to suspend its Services by clauses 12.1.1, 12.1.2 and 12.1.3 below by serving 3 months written notice. In such instance, this Agreement shall terminate only in respect of those Services which Sterling Routines Limited is entitled to suspend.

4.1.5 Following Unremedied Breach: A party may terminate when the other is in breach of any obligation under this Agreement and, if the breach is capable of remedy, the other party has failed to remedy such breach within 30 days of receipt of written notice to do so, except in the circumstancesprovided by clauses 4.1.3 ‘Late Payment’ and 4.1.4 ‘Suspension of Service’ above.

4.1.6 Insolvency, Receivership and Winding Up: By either party, upon written notice with immediate effect, if the other makes a voluntary arrangement under Part I of the Insolvency Act 1986, or makes or proposes any other composition, scheme or arrangement with (or assignment for the benefit of) its creditors; or enters into administration or is the subject of an administration order under the Insolvency Act 1986; or shall enter into administrative receivership; or is the subject of a resolution for voluntary winding up otherwise than for the purpose of amalgamation or reconstruction when solvent; or has a winding up order made against it; or is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986; or has an encumbrance taking possession of any of its assets.

4.1.7 Following Force Majeure: By either party giving 30 days written notice if prevented from performing its obligations under this Agreement due to an act or event of Force Majeure as defined herein.

4.1.8 First Attendance: By Sterling Routines Limited. in accordance with its rights under sub-clauses 7.4.1 (c) ‘New Information in Respect of Quote’, 7.4.2 (e) ‘Circumstances at the Premises Requiring Action by Customer’ and 7.4.3 (c) ‘Circumstances Preventing Performance’.

5 Termination After Initial Period

5.1 After the Initial Period either party may terminate the Agreement or a Service on one of the grounds listed at clause 4 above or by giving the other 3 months written notice.

6 Effects of Termination

6.1 Termination of this Agreement or a Service provided under it shall not affect the rights or liabilities, which have accrued before termination.

6.2 Any invoice issued by Sterling Routines Limited prior to service of notice of termination shall remain payable on the Due Dates.

6.3 Sterling Routines Limited shall not issue credit notes or refund invoices paid in respect of a Service Period during which notice is served, unless this Agreement or a Service (as appropriate) is terminated by the Customer on the ground of clause 4.1.5 ‘Unremedied Breach’.

6.4 Sterling Routines Limited shall be paid for the whole period of the notice of termination and where appropriate for Services that have been provided but not fully invoiced.

6.5 Sterling Routines Limited shall continue provision of the Service to the Customer until the end of the notice of termination period, unless:

(a) Otherwise instructed in writing by the Customer;

(b) Due to lack of access to the Premises through no fault of Sterling Routines Limited;

(c) The Services have been suspended in accordance with the provisions of this Agreement.

6.6 The Customer shall remain liable to Sterling Routines Limited for the payment of the respective Charges relating to the Initial Period of this Agreement in the event that:

(a) Sterling Routines Limited terminates the Agreement, or a Service provided under it within the Initial Period, on the grounds afforded by either: clause 4.1.3 ‘Late Payment’; or clause 4.1.4 ‘Suspension of Service’; or clause 4.1.5 ‘Unremedied Breach’, or

(b) The Customer purports to terminate this Agreement or a Service, within the Initial Period, on any grounds other than those afforded to it by clause 4 above.

7 First Attendance

7.1 The First Attendance of Sterling Routines Limited at the Premises will be either:

(a) The Initial Audit; or,

(b) The Maintenance Service Visit Setup.

7.2 The First Attendance shall be within a reasonable period of the Commencement Date.

7.3 If on the First Attendance, the visit cannot be carried out or completed due to (a) a fault of the Customer preventing or delaying access to the Premises, or (b) due to a fault or hazard at the Premises, Sterling Routines Limited shall charge the Customer for the First Attendance as if it had been carried out and any subsequent necessary First Attendance.

7.4 If after the First Attendance, any of the following arises then in respect of any particular Service or part of a particular Service, the parties agree that:

7.4.1 New Information in Respect of Quote: Where it is found that the information on which the quote was based is wrong, incorrect or inaccurate:

(a) Sterling Routines Limited shall be entitled to a change in the Service Price: this shall be the Revised Price;

(b) Sterling Routines Limited shall notify the Customer of the Revised Price and suspend delivery of the Service until the Customer approves the Revised Price;

(c) Unless the Customer approves the Revised Price within 3 months of its receipt, this Agreement shall terminate at the expiry of the 3-month period.

7.4.2 Circumstances at the Premises Requiring Action by Customer: Where circumstances at the Premises are such that in Sterling Routines Limited’s view corrective action is required before a particular Service or part of a particular Service may commence:

(a) Sterling Routines Limited shall inform the Customer of the required corrective action;

(b) The Customer shall carry out the corrective action and notify Sterling Routines Limited once completed;

(c) Until so notified the delivery of that particular Service or part of Service shall be suspended;

(d) If after the corrective action is taken a further Visit is necessary, Sterling Routines Limited shall charge for this;

If after the expiry of 3 months from Sterling Routines Limited’s informing the Customer of the required action no corrective action has been taken, Sterling Routines Limited may either terminate the Agreement, or the Service, or at Sterling Routines Limited’s discretion continue the period of suspension and Sterling Routines Limited’s rights during the period of suspension shall endure.

7.4.3 Circumstances Preventing Performance: Where, in Sterling Routines Limited’s view, circumstances at the Premises prevent either the safe or proper performance of the Service:

(a) Sterling Routines Limited may elect not to provide the Service;

(b) Sterling Routines Limited shall inform the Customer in writing;

(c) This Agreement shall terminate upon Sterling Routines Limited so notifying the Customer.

8 Service Performance

8.1 Sterling Routines Limited shall provide its Service or Services using its reasonable professional skill and care in accordance with the terms andconditions herein.

8.2 If Sterling Routines Limited considers it necessary to comply with the requirements of safety or statutory regulations or for the better delivery of its Services, it may, without notifying the Customer, make changes to its Services.

8.3 Sterling Routines Limited shall endeavour to carry out the Service in accordance with the relevant European or British Standards, except when:

(a) The Customer requests a lower Frequency than that provided by a relevant standard; or,

(b) The Equipment or Premises do not allow for this; or,

(c) In relation to a specific issue, or activity, no European or British Standard exists, in which case Sterling Routines Limited shall carry out the Services to a professional standard.

8.4 Sterling Routines Limited shall only provide Services on a Working Day unless otherwise agreed in writing with the Customer.

9 Customer ’s Obligations

9.1 The Customer shall:

9.1.1 Provide access to the Premises and Equipment necessary for the carrying out of the Initial Visit or Maintenance Service Visit or to perform the Service;

9.1.2 Keep the Equipment at the Premises safe, maintained, in good operating order and in the environmental conditions stipulated by the Equipment’s suppliers or manufacturers;

9.1.3 Provide a safe working environment necessary to ensure the health and safety of Sterling Routines Limited’s representatives attending the Premises, which shall include informing them of all relevant health and safety rules and procedures in force at the Premises;

9.1.4 Notify Sterling Routines Limited in writing when Service under this Agreement is suspended on the grounds of sub-clauses 7.4.2 ‘Circumstances atthe Premises Requiring Action by Customer’, 12.1.1, 12.1.2 or 12.1.3 ‘Sterling Routines Limited’s’ Right to Suspend Service’, and the Customer wishes the Service to commence or resume.

10 The Customer ’s Indemnities

10.1 The Customer shall indemnify Sterling Routines Limited in respect of any loss or damage suffered by Sterling Routines Limited, or for which Sterling Routines Limited is held liable, arising in whole or in part from the condition of the Premises or Equipment of the Customer.

10.2 The Customer shall indemnify Sterling Routines Limited in respect of all loss and damage suffered by Sterling Routines Limited, or in respect of which Sterling Routines Limited is found liable, which arise in whole or in part from any of the following: inadequate information, inadequate access, an inadequate Scope or inadequate Frequency.

11 Reasonable Discoverability

11.1 What is reasonably discoverable shall include those facts which are reasonably discoverable on site by Sterling Routines Limited using its skill and judgment but without the use of any specialist equipment, plant or machinery, and where Sterling Routines Limited chooses to use such equipment, it shall be at their discretion and shall not create an obligation to use such equipment.

11.2 Responsibility for taking any action in response to the issues reported by Sterling Routines Limited. shall remain at all times that of the Customer.

12 Sterling Routines Limited’s Right to Suspend Service

12.1 At any time, Sterling Routines Limited may suspend performance of all or part of its Service if any of the circumstances below arise and shall not be liable for any loss or damage arising from the suspension of that particular Service. The circumstances in which Sterling Routines Limited’s right to suspend shall arise are:

(a) At the Customer ’s request;

(b) When the conditions at the Premises prevent safe or effective performance of the Service;

(c) During any period of refurbishment of the Premises;

(d) When the Customer fails to pay any sum payable on the Due Date for payment.

12.2 During a period of suspension Sterling Routines Limited shall be entitled to payment as if the Service were continuing, when the ground for suspension is one of those listed in sub-clause 12.1 (a) to 12.1 (d) herein.

13 Payment

13.1 The Customer shall be obliged to pay all invoices as and when they fall due.

13.2 If, in respect of any Service Visit for which Sterling Routines Limited is entitled to charge either:

13.2.1 Access to the Premises or Equipment is prevented, through no fault of Sterling Routines Limited, then Sterling Routines Limited shall charge the Customer in the same sum, as if the visit had taken place, been effective and the planned Service had been carried out and:

13.2.2 Access to the Premises or Equipment is delayed, or the visit is interrupted through no fault of Sterling Routines Limited and, as a result the planned visit cannot be completed, so that a second visit is required, Sterling Routines Limited will be entitled to charge for the second visit; or

13.2.3 The Service Visit is cancelled by the Customer then the following shall apply:

(a) If a Service Visit cancellation is not made at least 72 hours before the scheduled visit, the full Charge shall be payable.

13.3 Invoicing and Payment Terms of this Agreement, Sterling Routines Limited shall be entitled to render invoices as follows and all rendered invoicesshall be paid within 30 days:

(e) For the first Service Visit, an invoice shall be rendered after the first Service Visit has taken place;

(f) For the first Maintenance Service Period, the first Invoice shall be rendered after the Commencement Date;

(g) or all further Service Visits, an invoice shall be rendered 32 days before the date of the succeeding Service Period

(h) For all further Maintenance Service Periods, an invoice shall be rendered on the day the Service Period starts.

13.4 No payment shall be considered made until received by Sterling Routines Limited in cleared funds.

13.5 Unless otherwise stated, all charges payable under this Agreement are exclusive of VAT and any other applicable sales taxes (which shall be paid by the Customer to Sterling Routines Limited at the rate and in the manner from time to time prescribed by law).

13.6 Without prejudice to any other rights of Sterling Routines Limited, if the Customer fails to pay any sum payable hereunder on the Due Date for payment, the Customer shall pay interest thereon at 2% per month on the outstanding sum.

13.7 Sterling Routines Limited reserves the right to increase its Charges from time to time upon 30 days’ notice to the Customer.

14 Warranties

14.1 The limits of the warranties provided hereunder are as follows:

14.1.1 Sterling Routines Limited shall perform its Services with reasonable care and skill.

14.1.2 Sterling Routines Limited does not warrant that the performance of its Services hereunder will render the Premises safe or free from risk.

14.1.3 Under this Agreement Sterling Routines Limited. shall provide any or all of the Discrete Services listed on the Schedule of Premises. None of these Discrete Services shall amount to a fire safety management service, and regardless of the number or nature of the Discrete Services purchased Sterling Routines Limited shall provide no fire safety management service hereunder.

14.1.4 Sterling Routines Limited provides no advice on the limits, extent, or geography of the Scope. The Scope has been decided by the Customer or its Agent and Sterling Routines Limited does not warrant that the Scope is adequate.

14.1.5 Likewise, the Frequency of the Discrete Services provided is entirely the decision of the Customer or its Agent.

14.1.6 Sterling Routines Limited provides no advice on Frequency and does not warrant that the Frequency of its Services is adequate.

14.1.7 The Customer warrants that it has selected both the Scope and Frequency of the Services to be provided by Sterling Routines Limited.

14.1.8 The Customer warrants that it shall indemnify Sterling Routines Limited in accordance with clause 10.2 herein.

15 Limitation of Liability

15.1 No liability will attach to Sterling Routines Limited for any loss or damage suffered by the Customer arising as a result of an inadequate Scope or inadequate Frequency of Service.

15.2 This clause 15.2 shall prevail over any other clause purporting to impose any more onerous liability on Sterling Routines Limited in respect of the Performance (as defined herein) of Sterling Routines Limited’s obligations under this Agreement:

(a) Death or Personal Injury: Nothing in this Agreement shall exclude or limit Sterling Routines Limited’s liability for death or personal injury.

(b) Damage to Customer ’s Building: Sterling Routines Limited’s liability for damage to the Customer ’s building, whether in contract, tort, breach ofstatutory duty, or otherwise shall not exceed one million pounds: £1,000,000.

(c) Loss and Damage other than to Customer ’s Building: Sterling Routines Limited’s liability for all other losses howsoever arising other than damage to the Customer ’s building (save as provided for in clause 15.2 (a) above) shall not exceed 200% of the annual Charges payable to Sterling Routines Limited by the Customer in respect of the Premises where the right of action arose.

15.3 And the parties agree that the limitation of liability hereunder shall have effect in relation both to any liability of Sterling Routines Limited whether expressly provided for in this Agreement or arising by reason of the invalidity or unenforceability of any term of this Agreement.

15.4 The parties agree that in the event of Sterling Routines Limited being liable to the Customer, such liability shall not include liability for loss of profits, loss of contracts, loss of the use of money, loss of anticipated savings, loss of business, loss of opportunity, loss of goodwill, loss of reputation; loss, damage to or corruption of data; or any indirect or consequential losses.

15.5 And the Customer and Sterling Routines Limited agree that Sterling Routines Limited’s limited liability hereunder is reflected in its competitive charges and in particular that:

(a) The allocation of risk and liability contained in this Agreement is reasonable in all the circumstances having regard to all relevant factors including the nature of the Agreement, the Charges and the ability of the Customer to rely on its own respective insurance arrangements and other resources to bear or recover any loss or damage incurred.

(b) And the Customer hereby acknowledges that Sterling Routines Limited has set the Charges that the Customer shall pay in reliance on the limitations of liability as set out in this Agreement.

15.6 Further the Customer agrees that it alone is in a proper position to foresee and evaluate all potential damage or loss it may suffer (in connection with this Agreement) and thus it alone is in the appropriate position to insure against such damage.

16 Customer ’s Obligations to Insure

16.1 The Customer shall take out all necessary insurance to protect the Premises, Equipment, contents and persons who may access the Premises against all risks in respect of which the Services are designed to protect.

16.2 The Customer warrants that it has taken out adequate insurance in respect of the Premises, which satisfies the requirements of clause 16 herein.

17 Force Majeure

17.1 Neither party shall be liable to the other for any delay or non-performance of its obligations under this Agreement that arise from any cause beyond its reasonable control including, without limitation, any of the following: act of God, governmental act, war, act of terrorism, fire, flood, infrastructure failure, fuel supply, power failure, explosion or civil commotion.

17.2 If either party is prevented from performing its obligations by an act or event of force majeure for more than three months, the other may terminate this Agreement in accordance with clause 4.1.7 herein.

18 Assignment & Subcontracting

18.1 This Agreement may not be assigned by either party without the prior written consent of the other, except in cases of company amalgamation or reconstruction or restructuring when solvent.

18.2 Sterling Routines Limited may sub-contract the whole or part of any of its Services without prior express authorisation from the Customer.

19 Variation & Notices

19.1 This Agreement may only be varied by agreement in writing between the parties.

19.2 All notices required under this Agreement shall be treated as properly served if sent by facsimile or e-mail, registered or recorded delivery or first-class post.

19.3 Any notice sent by facsimile or e-mail is deemed received on the date it is recorded as having been sent.

19.4 Any notice sent by registered, recorded delivery or first-class post, is deemed received two working days after dispatch.

19.5 All correspondence to the Customer shall be addressed to the Customer care of the Customer’s Agent (where applicable). The Customer ’s address for purpose of notice shall be the Agent’s last known correspondence address, or if not represented by an Agent, the Customer ’s last known correspondence address.

19.6 Sterling Routines Limited’s address for service is Popeshead Court Offices, Peter Lane, York YO1 8SU.

20 Rights of Third Parties

20.1 Save as provided in this Agreement, no term of this Agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party.

21 Waiver

21.1 No waiver by either party of any breach of this Agreement by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.

22 Severance

22.1 Should any provision of this Agreement be held invalid or unenforceable in whole or in part, it shall (to the extent of such invalidity orunenforceability) be deemed severable from the remainder and the validity of the remainder of the provision in question and the Agreement shall continue in full force and effect.

23 Applicable Law and Jurisdiction

23.1 This Agreement is governed by English law and subject only to the jurisdiction of the English courts.