Service Agreement
This agreement is made on 7 November 2026 between:
- Brightline Cleaning Services Ltd, of 14 Mill Lane, Leeds LS2 8JA, United Kingdom ("the Provider"); and
- Oakfield Dental Practice, of 3 Oakfield Road, Leeds LS6 1QP, United Kingdom ("the Client").
1. The Services
The Provider will provide the following services to the Client (the "Services"):
Cleaning of the practice's surgery rooms, reception and toilets every weekday evening between 6 pm and 9 pm, including bins, floors, surfaces and restocking of consumables supplied by the Client.
The following is not part of the Services:
Window cleaning, carpet shampooing and the removal of clinical waste.
Any work beyond the Services is a change, and section 5 applies to it.
2. Start and duration
This agreement starts on 2 November 2026 and continues until it ends under section 12.
It ends in any case on 30 April 2027, unless the parties agree in writing to extend it.
3. How the Provider works
The Provider will perform the Services with reasonable skill and care, using suitably qualified people, and will comply with the laws that apply to the Services. The Provider decides how the Services are performed, and may use its own employees or contractors, but stays responsible for their work.
Where the Services are performed at the Client's premises or on its systems, the Provider will follow the Client's reasonable safety and security rules that it has been told about.
Dates for the Services are targets unless this agreement says they are fixed. The Provider will tell the Client promptly if it expects a delay.
Where the Services produce something the Client must approve, the Provider will tell the Client when it is ready. The Client will review it promptly, and within 7 days will either accept it or say in writing what is wrong with it, in enough detail for the Provider to put it right. The Provider will correct the faults that make it fail the agreed description, and the Client will then review it again. If the Client does not reply within 7 days, it is taken to have accepted it. Using a Deliverable in the Client's business also counts as acceptance.
Where the Provider needs the Client's approval to go on, and the Client does not give it within a reasonable time, the Provider may treat the Services as delayed under section 4.
4. What the Client must do
The Client will:
- give the Provider, on time, the information, access, materials and decisions that it reasonably needs to perform the Services;
- name a person who can make decisions for the Client and answer the Provider's questions promptly;
- make sure that what it gives the Provider is accurate, and that it has the right to give it; and
- pay the fees as set out in this agreement.
If the Client does not do these things on time, or something the Client has done or failed to do delays the Services, the Provider is not in breach, deadlines move back by the length of the delay, and the Provider may charge reasonable extra costs that the delay causes, if it tells the Client about them promptly.
5. Changes
Either party may ask for a change to the Services. The Provider will say, within a reasonable time, whether the change is possible and how it would change the fee and the timing. A change applies only once both parties have agreed it in writing, which may be by email.
6. Fees
How the fee is charged
The fee is GBP 1,450 a month. Unless that amount says otherwise, it does not include VAT, GST or sales tax, which the Provider will add to invoices where the law requires it.
Before work starts, the Client will pay GBP 500. This amount counts towards the fees.
7. Expenses
Expenses
8. Invoices and payment
The Provider will invoice on the last working day of each month. The Client will pay each correct invoice within 14 days of receiving it, to the bank account shown on the invoice, without deducting amounts it is not entitled to withhold.
If the Client disagrees with part of an invoice, it will tell the Provider in writing within 7 days of receiving it, giving its reasons, and pay the rest on time. The parties will try in good faith to settle the disputed part quickly.
Late payments carry interest at 2% a month, from the due date until payment.
If an undisputed amount is more than 14 days overdue, the Provider may, after giving 7 days' written notice, pause the Services until it is paid. Deadlines move back by the length of the pause.
9. Who owns what
Everything the Provider creates specially for the Client under this agreement (the "Deliverables") belongs to Who owns what the Provider creates
The Provider keeps all rights in the methods, tools, templates and know-how that it had before this agreement or develops separately from it. Where any of these form part of a Deliverable, the Client may use them as part of the Deliverable, permanently and at no further charge. The Client keeps all rights in the materials it gives the Provider, and allows the Provider to use them only to perform the Services.
The Provider may say that it has worked for the Client and may show the Deliverables as examples of its work, unless they contain the Client's confidential information or the Client objects in writing. Neither party will use the other's name, logo or marks in any other way without written consent.
10. Confidentiality and personal data
Each party will keep confidential any non-public information it receives from the other in connection with this agreement, use it only for this agreement, and share it only with people who need it for this agreement and are bound to keep it confidential. This does not apply to information that is or becomes public through no fault of the party that received it, that it already lawfully had, or that the law requires it to disclose. These duties continue for 3 years after this agreement ends.
If the Provider handles personal data for the Client, it will use the data only on the Client's instructions, keep it secure, and comply with the data protection law that applies. If that law requires additional written terms, the parties will sign them.
The Provider will carry the insurance that is usual and required by law for a business like its own, including public liability insurance where its Services are performed at the Client's premises or may cause injury or damage, and will show the Client proof of it on request. The Client will tell the Provider promptly of any claim or problem that may lead to a claim.
Neither party will, in connection with this agreement, offer, give, ask for or accept a bribe or any improper payment, and each will comply with the laws against bribery, fraud, money laundering and sanctions that apply to it.
During this agreement and for 6 months after it, neither party will directly try to hire a person who worked on the Services for the other, except through a general advertisement that is not aimed at that person.
11. Promises and liability
Each party promises that it has the right to enter into this agreement. The Provider promises that the Services will be performed as section 3 requires. If they are not, and the Client tells the Provider within 30 days of finding out, the Provider will put the problem right at its own cost, or, if it cannot, refund the fee for the part affected. These are the Client's only remedies for poor performance, apart from the right to end the agreement under section 12. The Provider gives no other promise about the Services or the Deliverables, to the extent the law allows.
Neither party is liable to the other for indirect or consequential loss, or for loss of profit, revenue, business, data or goodwill, arising from this agreement.
The Provider's total liability to the Client arising from this agreement, whether in contract, negligence or otherwise, is limited to Limit on the Provider's liability.
The Client will keep the Provider free from claims by third parties that the materials the Client gave the Provider, or the Client's own instructions, breach someone's rights or the law. The Provider will keep the Client free from claims by third parties that the Deliverables, as the Provider made them, breach someone's intellectual property rights, unless the claim comes from the Client's materials, from a change made by someone other than the Provider, or from use that this agreement does not allow. The party that is claimed against will tell the other promptly, let it take over the defence, and give reasonable help.
Each party will take reasonable steps to limit its own loss.
These limits do not apply to the Client's duty to pay the fees, to a breach of section 10, to liability for death or personal injury caused by negligence, to fraud, or to any other liability that the law does not allow to be limited.
12. Ending the agreement
Either party may end this agreement at any time by giving the other at least 30 days of written notice.
Either party may end it at once, by written notice, if the other:
- seriously breaches it and, where the breach can be put right, does not do so within 14 days of being asked to in writing; or
- becomes insolvent, or stops or threatens to stop carrying on business.
When the agreement ends, for any reason:
- the Client will pay for the Services performed up to the end date and for approved expenses already incurred; for a fixed price, this is the part of the price that fairly reflects the work done;
- the Provider will hand over the Deliverables completed up to the end date, and section 9 applies to them once they are paid for; and
- each party will return or delete the other's confidential information, except copies that the law requires it to keep.
Sections 8 to 11, 13 and 14 continue after the agreement ends.
13. General
- Neither party is responsible for a delay or failure caused by events beyond its reasonable control, other than a failure to pay, as long as it tells the other promptly and does what it reasonably can to limit the effect.
- Neither party may transfer this agreement to someone else without the other's written consent, which will not be unreasonably refused. The Provider may use subcontractors under section 3.
- Notices under this agreement must be in writing, and may be sent by email to the address each party last gave the other.
- This agreement is the whole agreement between the parties about the Services. It may be changed only in writing signed by both parties. If any part of it cannot be enforced, the rest stays in effect.
- A party that does not use a right straight away has not given it up.
- It may be signed in separate copies and electronically, and together they form one agreement.
14. Governing law and disputes
This agreement is governed by the laws of England and Wales. The parties will first try to settle any dispute by discussing it in good faith. If they cannot settle it within 30 days, either party may take it to the courts of England and Wales, which have jurisdiction.
Signatures
For the Provider: Brightline Cleaning Services Ltd
Name and role: ______________
Signature: ______________
Date: ______________
For the Client: Oakfield Dental Practice
Name and role: ______________
Signature: ______________
Date: ______________