Terms and Conditions

1. Obligations

1.1 The services are described in the Quote (the “Services”) and are either a one-off activity
(a “Job”) or services performed regularly at the stated frequency (“Periodic Services”).
Rentokil Initial Limited (“RI”) shall perform the Services with reasonable skill and care.

1.2 Customer shall (a) provide the necessary access and facilities at the Customer premises
stated in the Quote (the “Premises”) to enable RI to perform the Services; (b) inform RI
of any hazards that might be encountered in providing the Services at the Premises; and
(c) follow any reasonable health and safety advice, and recommendations given by RI
(these may be referred to as Customer Obligations).

1.3 RI reserves the right to refuse to provide Services in relation to items or areas that are
contaminated or affected by dangerous, toxic, adhesive or inflammable substances
(other than as has been used by RI in provision of the Services and as identified when the
Premises were surveyed by RI).

2. Payment

2.1 The fees stated in the Quote (the “Fees”) are stated exclusive of VAT. Customer shall pay
the Fees and applicable VAT as follows, unless otherwise stated in the Quote: (a)
quarterly in advance for Periodic Services; and (b) upon completion for Jobs. The Fees
will be paid in full without set-off or counterclaim.

2.2 Following the Minimum Period, RI may only increase the Fees once a calendar year by
giving at least 28 days’ notice to Customer, except as set out in Clause 2.3.

2.3 To account for increases in its operational costs such as (a) increases in the cost of fuel,
waste disposal, utilities or equipment, (b) any introduction of or increases to taxes or
levies imposed on RI by any government agency or similar body, or (c) any statutory
increase in employment costs, RI may increase the Fees at any time on at least 28 days’
notice to Customer.

2.4 Customer may terminate this agreement by giving notice within 14 days of the price
increase notice, effective on the date the increase would otherwise take effect.

2.5 Customer shall pay interest on any overdue Fees calculated at 3% above the Allied Irish
Bank base rate (or 3% if the base rate is below 0%), compounded monthly until payment
is received.

2.6 Customer shall pay additional fees at RI’s standard rate for:
(a) Periodic Services that need to be performed more frequently because Customer
has not complied with this agreement; and/or
(b) wasted journeys, cancellations and delays, as a result of the Customer’s failure to
allow access, or to provide proper instruction.

2.7 Customer will be liable for the reasonable administrative and legal fees incurred by RI in
the recovery of any unpaid Fees.

3. Term and Termination

3.1 This agreement commences on the earlier of the date when the Customer accepts the
Quote (whether by signature or otherwise) or signs these terms (the “Commencement
Date”). Unless terminated earlier in accordance with this agreement, this agreement will
continue until the Fees are paid and: (a) for Jobs, until the Services have been completed;
or (b) for Periodic Services, for one year (or any longer minimum period stated in the
Quote) (the “Minimum Period”) and for further consecutive one-year periods (each a
“Renewal Period”) unless either party gives not less than 90 days’ notice before the end
of the Minimum Period or relevant Renewal Period.

3.2 Either party may immediately terminate this agreement (or any of the Services) by giving
notice if the other party commits a material breach of any term of this agreement, which
is irremediable or (if the breach is remediable) fails to remedy that breach within seven
days after being notified in writing to do so, or is declared bankrupt, cannot pay its debts
when due or becomes or is declared insolvent.

3.3 If Customer terminates this agreement before the end of the Minimum Period (or before
the end of a Renewal Period), Customer shall pay any Fees due for the Services rendered
plus (a) for Jobs, any other costs incurred by RI for the remainder of the Minimum Period
(e.g. hire costs for access equipment); (b) for Periodic Services, if terminated within the
first year: 80% of the Fees that would have been payable for that year plus 30% of the
Fees that would have been payable for the rest of the Minimum Period (if longer than a
year); or (c) for Periodic Services, if terminated after the first year: 30% of the Fees
payable for the rest of the Minimum Period or Renewal Period.

4. Liability

4.1 If RI fails to provide Periodic Services at the frequency stated in the Quote and Customer
has complied with its obligations, Customer may be entitled to receive a service credit.

4.2 Neither party excludes or limits its liability for personal injury or death caused by
negligence, fraud or fraudulent misrepresentation, or otherwise to the extent it cannot
be excluded or limited by law.

4.3 Subject to clause 4.2, RI shall only be liable for: (a) physical damage to property because
of RI’s negligence or fault in the performance of the Services; or (b) failure to provide the
Services in accordance with this agreement.

4.4 Subject to clause 4.2, any and all warranties, guarantees and conditions are excluded and
RI’s total liability to Customer in relation to this agreement is limited to £20,000 in
aggregate, whether arising in contract, tort (including negligence), breach of statutory
duty or otherwise. RI shall not in any circumstances be liable for any (a) loss of profits,
economic or financial loss, loss of sale or business, loss of use or business interruption,
loss of goodwill; or (b) indirect or consequential loss.

4.5 Customer shall notify RI of any complaint within 30 days of the relevant part of the
Services being provided to allow RI to investigate. Any claim made by Customer must be
submitted in writing to RI at the address for notices within 30 days of Customer first
becoming aware of the circumstances giving rise to the claim. Subject to clause 4.2, RI
will not be liable for any claim submitted outside of the 30-day period.

4.6 Subject to clauses 4.1 to 4.5, RI excludes all liabilities to the maximum extent permitted by
law. Additional limitations on RI’s liability and indemnities may apply to specific services set
out in the schedules.

5. General

5.1 If a party discloses any confidential information to the other party in relation to this
agreement, the other party shall keep the information confidential and only use it in relation
to this agreement; unless the information becomes public knowledge other than in breach of
this clause, was already known by the recipient, is separately provided to the recipient
without an obligation of confidentiality, is independently developed by the recipient, or is
required to be disclosed by law, a regulatory body or a stock market.

5.2 This agreement does not create any rights enforceable by a third party.

5.3 Neither party may assign or transfer this agreement without the other party’s written
consent (not to be unreasonably withheld or delayed), except that RI may assign or otherwise
transfer its rights and/or obligations to any of its affiliates.

5.4 Other than amendments in accordance with clause 2.2, RI may amend this agreement on 90
days’ notice to Customer. If the amendment is detrimental to Customer, Customer may
terminate this agreement by giving notice within 30 days of RI’s notice, effective on the date
the amendment would otherwise take effect. Otherwise, this agreement may only be
amended by written agreement of the parties.

5.5 Any notice to be given under this agreement will be in writing and delivered by email either
to (a) Customer at the email address set out in the Quote; or (b) RI at ri-info-ie@rentokil-
initial.com

5.6 If any term is held illegal or unenforceable, it will be deemed not to form part of this
agreement and the remainder of this agreement will not be affected.

5.7 This agreement contains the whole agreement between the parties and supersedes any prior
agreement between them relating to the Services, and any terms submitted by Customer.
The parties confirm that they have not entered into this agreement based on any
representations not expressly included or referred to in this agreement.

5.8 RI shall process personal data in relation to this agreement in accordance with its privacy
notice located at: https://www.rentokil-initial.com/site-services/cookie-and-privacy-
policy/privacy-policy.aspx.  If Customer does not wish to receive marketing information from
RI, it can opt out by sending a request to [email protected], but RI may
continue to send communications necessary to perform this agreement.

5.9 All existing or future intellectual property rights, whether registered or not, shall remain the
exclusive property of RI and shall not be transferred by RI in the provision of the Services.

5.10 a) The parties shall comply with laws relating to this agreement and the Services. Each party
shall promptly report to the other party any request or demand for any undue financial or
other advantage in connection with this agreement.
b) Each party shall: (i) comply with all Anti-Corruption Laws; (ii) have and shall maintain in
place throughout the term of this agreement its own policies and procedures to ensure
compliance with all Anti-Corruption Laws and will enforce them where appropriate; (iii)
promptly report to the other party any request or demand for any undue financial or other
advantage of any kind received by the other party in connection with the performance of the
agreement; and (iv) immediately notify the other party (in writing) if a foreign public official
becomes its officer or employee or acquires a direct or indirect interest in that party.
c) Either party shall be entitled to terminate this agreement forthwith upon written notice to
the other party without any liability to the other party in the event that the other party
breaches any of the provisions of this clause 5.10.
In this clause 5.10 Anti-Corruption Laws means: the UK Bribery Act 2010, the criminal Justice
(Corruption Offences) Act 2018, the US Foreign Corrupt Practices Act 1977 and the OECD
Convention on Bribery, in each case as may be amended from time to time, and any and all
other applicable laws, statutes, regulations and codes relating to anti-bribery and anti-
corruption in any relevant territory.

5.11 In performing its obligations under this Agreement each party shall:
a) comply with all applicable anti-slavery and human trafficking laws, statutes, regulations
and codes from time to time in force, including, but not limited to the Modern Slavery Act
2015; and
b) not engage in any activity, practice or conduct that would constitute an offence under
sections 1,2 or 4 of the Modern Slavery Act 2015 if such activity, practice or conduct were
carried out in the UK.

5.12 Other than payment of the Fees, neither party shall be liable for any failure or delay which is
caused by circumstances beyond its reasonable control. If the circumstances continue for
more than 30 days, either party may terminate this agreement by giving notice.

5.13 This agreement and any dispute or claim arising in connection with it shall be governed by
and interpreted in accordance with the law of Ireland. The parties submit to the exclusive
jurisdiction of the Irish courts.