- The “Agreement” means the contract between Pest Pulse Limited (“Company”) and the Customer for the provision of pest control services detailed overleaf, these terms and conditions and any other document expressly referred to as forming part of the Agreement. The “Service” means the provision and supply of pest control services to be provided by the Company to the Customer as specified overleaf. “Equipment” means any equipment provided under Condition 5.
- This agreement shall take effect on the Start Date and shall continue in force, subject to the provisions of Condition 14, for a two year period at fixed rates and charges. There will be a formal review in the first year anniversary with particular reference to management and compliance to the pronett system. The client can extend this agreement for future years subject to a price review at the end of year two.
3. Provision of the Services
- In consideration of the Customer agreeing to:
- Pay the Company the fees payable under this Agreement in accordance with its terms and conditions; and
- Observe and perform the other terms and conditions of this Agreement on its part to be observed and performed,
- The Customer shall pay to the Company the fee specified overleaf (together with Value Added Tax at the rate for the time being in force) in respect of the provision of the Service.
- Unless disputed by the Customer in writing within 30 days of the date of the invoice issued incorporating the increased fee, then such increased fee shall be deemed to have been accepted by the Customer.
- All fees shall become due for payment within 30 days of the date of invoice.
5. Equipment Provided
- As part of the provision of the Service, the Company may provide items of pest monitoring, bait holding, fly killing or other associated equipment to be placed in the Service Address. All such equipment shall remain the property of the Company unless sold to the company or otherwise agreed in writing.
- The Customer shall notify the Company forthwith upon becoming aware that any of the equipment is damaged or is not in good working order, condition and repair, or is not functioning properly.
- The Customer shall be liable for any loss, theft or destruction of or damage to the Equipment howsoever caused from the time of delivery until it is removed by the Company.
- The Customer shall not sell, assign, mortgage, charge, under let or part with the possession of the Equipment of any interest in it, or remove it from the Service Address, without the Company’s prior written consent.
6. Clients General Obligations
- The Customer hereby agrees that in order to facilitate the provision of the Service it shall:
- Afford the Company or its pest control partners access to the Service Address
- Give the Company and its pest control partners all such facilities, assistance and confirmation as it may reasonably require in connection with the provision of the Service;
- Immediately inform the Company in writing of any change in use and/or any other circumstances in relation to the Service Address which may affect the provision of the Service;
- Comply with all reasonable recommendations made by the Company as to proofing and hygiene. The Customer acknowledges that failure to comply with any such recommendations may result in the suspension (during which the fees payable under this Agreement shall remain payable) of subsequent visits/call-outs to the Service Address or that an additional charge may be made for such visits/call-outs. The Company shall be under no obligation to make good any visits as result of any suspension.
7. Acceptance of Liability
- Nothing in this agreement shall exclude or restrict any legal liability of the Company for death or personal injury from the negligence of the Company.
- The Company accepts liability for injury, death or damage to any domestic animal, bird, livestock, goods or equipment of other property of the Customer caused by the Company’s negligence provided that notice in writing of any such injury, death or damage is given to the Company within seven days of its occurrence.
8. Exclusion of Liability
- The company shall not be liable for:
- Economic loss which may be incurred by the Company or any third party which shall include, without limitation, loss of profits, reputation, goodwill, business, use of any interest, services of an employee or agent, anticipated savings, expenses rendered futile by the breach and its expenses caused by the breach; or
- Any other consequential or indirect loss of damage which may be incurred by the Customer of any third party; or
- Any direct loss other than described in Condition 8; or
- Any claim made against the Customer by any other party, howsoever any such loss of damage or claim was caused, even if such loss, damage or claim was, or ought reasonably to have been, in the parties’ contemplation at the date of this Agreement as being likely to occur.
9. Limitation of Liability
- In no circumstances whosoever other than under Condition 8.1 shall the Company’s legal liability to the Customer exceed One Million Euro.
- The Customer agrees that it is the best able to estimate the extent and nature of the insurance cover suitable for its business and property from time to time and can effect at more economic rates than the Company appropriate insurance cover for its business and property including without limitation, cover against loss, damages, costs, claims and expenses. The Customer therefore acknowledges that it is reasonable for the Company to agree to provide the Service and to fix the fees therefore on the basis of the exclusions and limitations of liability set out in this Agreement and the Customer agrees that it will be responsible for effecting such insurance cover as may be appropriate to its business and property including (but not limited to) such insurance cover as mentioned above.
- The Customer agrees and acknowledges that it will procure that the Customers’ insurers shall in no circumstances whosoever have any rights or remedies against the Company additional to those of the Customer.
10. Statutory Obligations of the Customer
- The Customer acknowledges that the provision of the Service does not absolve the Customer from any of its responsibilities, duties or obligations which the Customer may have under any legislation relation the the Service Address of its business.
11. Indemnity in Favour of the Company
- The Customer agrees to indemnify the Company in respect of any loss or damage which the Company, its pest control party of any third party may incur arising out of the misuse by the Customer of the Service or of the Equipment of arising out of the Customer’s breach of any of the terms of this Agreement. In particular (but without prejudice to the generality of the foregoing) the Customer agrees that it will maintain in full force and effect at all times full and valid insurance cover in respects of employers liability, personal injury liability and third party liability in connection with the Service Address and its business.
12. Force Majeure
- The Company shall not have any liability under or be deemed to be in breach of the Agreement for any delays or failures in performance of the Agreement which result from circumstances beyond the reasonable control of the Company.
- The Company shall promptly notify the Customer in writing when such circumstances cause a delay or failure in performance and when they cease to do so.
- The Company undertakes to use its reasonable endeavours to overcome any such difficulties but reserves the right to cancel, suspend or vary its obligations under this Agreement.
- This Agreement may be terminated by the Company forthwith by notice in writing to the Customer if the Customer shall at any time:
- Fail to pay to the Company any sum due under this Agreement within 30 days of the due date; or
- Commit any serious or persistent breach or non-observance of the terms or provisions of this Agreement; or
- Be guilty of any fraud or serious misconduct or neglect in the discharge of duties hereunder or be convicted of any criminal offence or commit any act of dishonesty; or
- Have a receiver, manager or examiner appointed over it or over any part of its undertaking or assets, or shall pass a resolution for winding up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or have a petition presented for its winding up or for the appointment of an examiner to it or shall enter into any composition or arrangement with its creditors or cease or threaten to cease to carry on its business.
- Termination of this Agreement shall not entitle the Customer to be refunded any sum previously paid to the Company.
- If the Customer shall terminate this Agreement before the end of the minimum service agreement length, the Customer shall pay to the Company by way of liquidated damages on the date of such termination, a sum equal to 50% of the fees payable in respect of the remainder of the minimum service agreement length rate payable on such date together with all other sums due to the Company on or before such date under this Agreement.
- Following termination of this Agreement for whatever reason, the Company shall be under no further obligation to provide services to the Customer.
- Any termination of this Agreement shall not prejudice any rights of the parties which shall have accrued previously.
- This Agreement may be assigned, mortgaged or charged by the Company but may not be assigned, mortgaged or charged by the Customer without the Company’s prior written consent.
15. No Waiver
- The Company’s failure to exercise and to delay in exercising any of its rights, powers or privileges here under shall operate as a waiver of any of them in any manner whatsoever or affect its subsequent exercise of any of them.
- No waiver by either party shall be effective unless it is in writing.
16. Entire Agreement
- This Agreement constitutes the entire agreement and undertaking of the parties, and any and all previous agreements, arrangements and understandings (whether written or oral) between the parties with regard to the subject matter of this Agreement.
- In the case of the Company, any notice or other communication required to be given under this Agreement shall be in writing, sent by prepaid registered post, addressed to Pest Pulse, HQ Address - Pest Pulse, 15 Oxford Lane, Ranelagh, Dublin 6, D06 W5K2, Ireland or via email to the email address set out in this Agreement.
- Any such notice or other communication will be deemed to have been duly served or given:
- if posted by registered post at the expiration of 48 hours after the envelope containing the same was delivered into the custody of the postal authorities (and not returned undelivered); or
- if personally delivered, at the time of delivery; or
- if sent by email, on the first day following successful transmission.
- If notice is not given or served during usual business hours on a day other than a Saturday or Sunday or a statutory or public holiday in Ireland it will be deemed to have been given or served on the next day which is not a Saturday or Sunday or a statutory or public holiday.
- The Company and the Customer each agree to keep confidential the other’s confidential information, other than to the extent necessary to perform its obligations or exercise its rights under the Agreement.
- For clarity, the Company may refer to the Customer as a customer of the Company in press releases or in marketing or sales material.
- The obligations of confidentiality in this clause do not apply to the extent disclosure is required by law or the listing rules of a stock exchange, a direction by government authority or a Regulator, or disclosure to professional advisers in connection with the Agreement.
20. Law and Jurisdiction
- This Agreement shall be governed by and construed in accordance with the laws of Ireland and each of the parties hereto irrevocably agree to submit to the exclusive jurisdiction of the Irish Courts to hear disputes which may arise out of or in connection with any action, suit or proceeding with this Agreement which may be brought in such courts.
The Company hereby agrees that it will provide the Service to the Customer for the term of this Agreement.