Initial hygiene product-job terms and conditions

1. Rentokil Initial Pte Limited trading as Initial Hygiene (“Initial”) agrees to provide the services as specified in the Schedule of Services in accordance with these terms and conditions (hereafter referred to as the Agreement). The services may be comprised of:

1. hygiene and/or disinfection services; and/or
2. premium scenting and air purification (including Viruskiller); 

on a hire and maintenance basis (“collectively the Services”), including installation of the equipment (“Equipment”) and provision of the consumables (“Consumables”) necessary to perform the Services. The Services will be provided at the servicing address (“Servicing Address”) at the frequency specified, and for the fees (excluding paper consumables) set out in, the Schedule of Services. 

The products may be comprised of:

1. consumables which are not provided as part of Services (including but not limited to soap and paper); and/or
2. equipment which is not provided as part of Services (including but not limited to hand dryers and Viruskiller units). 

(collectively, the Products). 

2. Acceptance: The Customer’s acceptance of these terms and conditions may be confirmed either by signing this document by its representative, confirming its acceptance by email or allowing Initial to perform the Services and/or supply the Products. 
3. Sales: The Customer purchases the Products in accordance with the terms and conditions of this Agreement for the agreed price and in the condition as inspected by the Customer. Risk in the Products passes to the Customer upon delivery and title to the Products passes to the Customer upon payment in full to Initial. Initial sells the Products to the Customer free of any claims by third parties.
4. Fees: Fees for the Products and/or Services are payable in accordance with the tax invoice issued by Initial, but no later than seven (7) days from the date of the invoice. Fees payable under this Agreement exclude any amount in respect of VAT which shall be payable in addition to the Fees upon Initial providing a tax invoice.

5. Interest on overdue amounts & No Deductions: Interest is payable by the Customer on overdue amounts payable to Initial from the end of the due date until the date on which the debt is paid at a rate of two per cent (2%) above the rate charged by Initial’s bank on overdrafts for less than one hundred thousand dollars ($100,000.00). The Customer may not deduct or withhold any amount (whether by way of set off, counterclaim or otherwise) from any money owing to Initial.

6. Equipment: The Equipment remains the property of Initial at all times, and will be held by the Customer as bailee for Initial. Risk of damage or loss to the Equipment passes to the Customer upon delivery, and until Initial retakes possession of the Equipment. The Customer is responsible for all reasonable costs of, and incidental to, the installation and removal of the Equipment. For clinical waste services, title in waste vests in Initial upon collection of the waste.

7. Customer obligations: The Customer must:

1. follow the instructions of Initial in relation to the use of the Equipment and any applicable laws and regulations;
2. take care of the Equipment (and in this respect, as set out below, may maintain insurance for the Equipment) and Consumables, and be responsible for their use;
3. not attempt to move, alter, tamper with or modify the Equipment (including removing labels or signs indicating the Equipment belong to Initial) or request or permit any person other than Initial to do so; 
4. not sell lease or part with possession or otherwise encumber the Equipment;
5. not continue to use the Equipment or Consumables after any defect becomes apparent; 
6. immediately notify Initial if the Equipment or Consumables are damaged, defective or removed and notify anyone claiming possession of the Equipment that they belong to Initial;
7. for Viruskiller (where applicable), notify Initial when the light on the Equipment indicates that the UVC globe requires replacing. The Customer acknowledges supply of the Equipment or Services for Viruskiller does not constitute advice or contain any representations concerning their use and no advice is provided regarding training required in relation to the use of the Equipment. 

8. Replacement of Equipment: Initial is entitled to replace any of the Equipment at any time at its sole discretion provided the replacement item is of an equivalent or better standard and upon replacement the replaced item is subject to the terms of this Agreement.
9. Consumables: Other than for clinical and medical waste services, the Customer agrees that only consumables supplied by Initial to the Customer may be used with or dispensed through the Equipment.
10. Insurance: Where requested by Initial, the Customer must maintain insurance with a reputable insurer for:

1. The Equipment for their full replacement value against any loss or damage; and
2. Liability for loss resulting from any kind or injury or death of any person in connection with the use of the Equipment and Consumables.

 The Customer must provide Initial with evidence of the insurance upon request.

11. Access and Safety: The Customer must ensure that Initial’s staff and other authorised personnel (Personnel) have full and safe access (free of any health and safety hazards and risks, unless the Customer has notified Initial of such risks prior to accessing the Servicing Address) to the Servicing Address (including all facilities such as water and electricity that Initial may reasonably require to provide the Services) at any time during 4am – 5pm Monday to Friday (or at another time agreed with the Customer).  The Customer must also provide Initial with all necessary instructions, documentation and co-operation required by Initial to provide the Services. Initial Personnel will comply with all reasonable security and safety instructions of the Customer while present at the Servicing Address.

For washroom hygiene services, the Customer must comply with all advice and instructions provided by Initial to the Customer including any relating to the health and safety of persons using the premises at the Servicing Address during and following the completion of the Services.

12. Service Confirmation: The Customer acknowledges that any of the following constitute proof of satisfactory performance of the Services by Initial:

(a)   a customer service docket signed by the Customer; 

(b)   an electronic record of the Customer’s signature recorded by Initial on a portable electronic device; or

(c)   for services undertaken at a specific Customer site, an electronic scan record recorded by Initial when Initial Personnel scans the bar code located at the site.

13. Indemnity: to the extent permitted by law, the Customer will indemnify Initial and its Personnel against all actions, claims, proceedings or costs (including legal costs on a full indemnity basis) which Initial may incur as a result of:

1. any person alleging loss or injury due to the Equipment not being used by the Customer or its staff or invitees in the manner recommended by Initial;
2. for any loss, liability, damage or injury arising from damaged or defective Equipment in the possession or control of the Customer which was not brought immediately to the attention of Initial by the Customer;
3. any willful or negligent act or omission of the Customer or any of its officers, employees, agents or contractors; 
4. any breach or non-performance of this Agreement by the Customer; 
5. the loss or damage to the Equipment;

except to the extent any loss or damage is caused by Initial or its Personnel.

14. Subcontractors: Initial may engage or employ any person, sub-contractor or agent to provide any of the services under this Agreement and will be responsible for the performance of the delivery by that subcontractor of Initial’s obligations under this Agreement.
15. Force Majeure: a party shall not be responsible for failure to meet any obligation (save for failure to make payment) if the failure results directly or indirectly from a cause beyond that party’s control.
16. No Bribery:  The parties agree that:

1. they will not (nor allow anyone acting on their behalf) to offer, give, request or accept any undue financial or other advantage of any kind in any way connected with entry into this Agreement; 
2. they will each comply with all applicable laws related to bribery and corruption and policies in connection with this Agreement. Any failure to comply with this clause entitles the other party to terminate this Agreement upon notice to the other party, 
3. they have and maintain, throughout the term of this Agreement, policies and procedures designed to ensure compliance with anti-corruption Laws and will implement and enforce those policies and procedures where appropriate;
4. they promptly report to the other party any request or demand for any bribe or other unlawful payment received by the other party in connection with the performance of the Agreement;
5. they immediately notify the other party if a government official becomes its director or officer or acquires a controlling interest in that party; and
6. that they have the right to immediately suspend or terminate this Agreement upon written notice to the other party in the event the other party has engaged in conduct that violates anti-corruption Laws or violates this clause of the Agreement. 

17. Cancellations: Initial may suspend the Services or cancel this agreement on immediate notice to the Customer. To the extent permitted by law, the Customer may only cancel this Agreement within 24 hours of acceptance by the Customer in accordance with clause 2.
18. Removal of Equipment: On completion or cancellation of this Agreement, however that arises, Initial may remove all of the Equipment in the Customer’s possession or control, and for that purpose may enter the Servicing Address and remove the Equipment. Initial shall use all reasonable care in removing the Equipment but shall not be responsible for restoring that part of the premises to the original state. If Initial is unable to remove the Equipment the Customer shall be liable for the replacement value of the Equipment that has not been recovered. 
19. Debt Collection: The Customer indemnifies Initial for all expenses incurred in relation to the recovery of debts owed by the Customer.
20. Privacy and Data Protection: The Customer authorises Initial its Personnel or any related entities of Initial, to use and disclose the personal information of the Customer for any purpose connected with this Agreement or otherwise in accordance with the Rentokil Initial Privacy Policy which can be accessed at: https://www.rentokil-initial.com/site-services/cookie-and-privacy-policy/privacy-policy.aspx (Privacy Policy) .Initial shall process personal data concerning employees and representatives of the Customer as a data controller and in accordance with the Privacy Policy. From time to time, Initial may send marketing communications to employees and representatives of the Customer. Those individuals may opt out from receiving marketing communications at any time by contacting Initial or following a link in each communication they receive. 
21. Entire Agreement: This Agreement supersedes and replaces all previous Agreements between the parties in relation to the Services and contains the entire Agreement between them as to its subject matter. To the extent permitted by law, Initial expressly excludes all warranties, guarantees, representations and conditions except as may be made by Initial to the Customer in writing. For the avoidance of doubt, Initial does not seek to exclude liability for any misrepresentations made to the Customer which induced the Customer to enter into this Agreement.
22.  Limitation of Liability: To the extent permitted by law:

1. Where a claim relates to a guarantee or warranty under the Fijian Competition and Consumer Commission Act (2010), Initial’s total aggregate liability to the Customer under or in relation to this Agreement (including in contract, negligence, tort or any common law or statutory right) is limited at Initial’s option to:

a. in relation to claims relating to services, the resupply of the services, or the costs of resupply of the service; or

b. in relation to claims relating to goods, the resupply of the goods, or the cost of re supply of the goods.            

2. Subject to clause 22(a), above, and to the extent permitted by law:

a. Neither party nor any of their affiliates, subcontractors, agents and/or employees will be liable for any loss of profits or revenue, loss of business, wasted expenditure or any form of indirect or consequential loss arising out of or in connection with this Agreement;

b. Initial will only be liable for loss or damage to the Customer’s property, injury or death of persons to the extent such loss or damage is directly caused by Initial’s negligence, misconduct or breach of contract (including failure to provide the Services in accordance with this Agreement);

c. Initial will not be liable for loss or damage caused by the Customer, including because the Customer has disturbed treated areas, and/or because the Customer has failed to implement Initial's recommendations; and

d. The total liability of Initial, its affiliates, subcontractors, agents and employees arising out of the performance or non-performance of this Agreement or any of the obligations in this Agreement (including, without limitation, obligations in connection with the supply of the Plan), whether based on contract, tort (including negligence), or any other common law or statutory right, shall not exceed in the aggregate a sum equal to 100% of the total fees paid to Initial by the Customer under this Agreement in the twelve months period ending on the date any claim for liability is notified to Initial.

3. Any goods or services supplied under this Agreement are provided for the benefit of the Customer only.  Initial accepts no liability whatsoever, whether in contract, tort or otherwise, including in negligence, to any third party as a result of any goods or services it supplies to the Customer. 
4. Nothing in this Agreement, excludes or limits the liability of either party for death or personal injury caused by that party’s negligence, fraud or fraudulent misrepresentation of any other matter to the extent that such exclusion or limitation would be unlawful.

The parties agree that the above and all its limitations are fair and reasonable and apply to all claims whether in contract, tort (including negligence), misrepresentation or otherwise).

23. Modern Slavery and Human Trafficking: Each party shall: (a) comply with all anti-slavery and human trafficking laws, statutes, regulations and codes to the extent applicable to the relevant party (collectively, the "Anti-Slavery Laws"); (b) represent that it does not engage in any activity, practice or conduct that would constitute an offence under any applicable Anti-Slavery Laws; (c) have and maintain, throughout the term of this Agreement, policies and procedures, including due diligence procedures, designed to ensure compliance with Anti-Slavery Laws and will implement and enforce those policies and procedures where appropriate, including those provisions within its contracts with subcontractors, suppliers or other third parties; (d) promptly report to the other party any potential or actual breach of this clause from its activities or through its relationships with subcontractors, suppliers or other third parties; and (e) have the right to terminate the Agreement with immediate effect by giving written notice to the other party if the other party commits a breach of the Anti-Slavery Laws or violates this clause of the Agreement.
24. Sanctions: Each party shall: (a) comply (and shall continue to comply during the term of this Agreement) with all applicable laws or regulations relating to economic sanctions or trade and export controls and other restrictive measures imposed, administered or enforced by a sanctions authority (collectively "Sanctions") including, but not limited to: the UK, EU, US or the United Nations, including His Majesty's Treasury and the UK's Office of Financial Sanctions Implementation or Department for Business and Trade, the US Office of Foreign Assets Control and the UN Security Council (a "Sanctions Authority"); (b) represent that it is not subject to any actual, alleged or threatened Sanctions proceedings, including litigation or other proceedings, or investigation, inquiry or enforcement action (including the imposition of fines or penalties) by any Sanctions Authority; (c) represent that it is not and has not been included on any list issued or maintained by a Sanctions Authority identifying persons subject to Sanctions (a "Sanctions List"); (d) represent that it is not owned or controlled by a person on a Sanctions List; and is not resident, domiciled or located in, or incorporated or organised under the laws of a country or territory subject to Sanctions; (e) have and maintain, throughout the term of this Agreement, adequate policies and procedures designed to ensure compliance with Sanctions and will implement and enforce such policies and procedures; (f) promptly report to the other party in writing of any potential, suspected or actual breach of this clause; and (g) have the right to immediately suspend or terminate this Agreement with immediate effect by giving written notice to the other party if the other party becomes a subject of Sanctions, is involved in Sanctions proceedings or otherwise contravenes Sanctions or violates this clause of the Agreement.
25. General: 

1. This Agreement may only be amended in writing signed by both parties.
2. A reference to ‘writing’ or ‘written’ includes electronic mail.
3. If any provision of this Agreement is illegal, invalid or unenforceable it may be severed without affecting the enforceability of the other provisions.
4. Neither the Customer nor Initial may assign its rights under this Agreement without the prior written approval of the other party whereby the approval must not be withheld unreasonably. 
5. Each indemnity in this Agreement is a continuing obligation separate and independent from the other obligations of the party giving the indemnity and survives termination or expiry of this Agreement.
6. This Agreement is governed by the laws of Fiji and the parties submit to the jurisdiction of the courts of Fiji.