Cleaning Contract Template UK: Clause Checklist

Cleaning Contract Template

A cleaning contract is mostly a scope document with a price and a notice period attached. This sets out the clauses a cleaning agreement should carry, what each one is actually protecting, and the two (price review and TUPE) that cost the most when they are left out.

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Cleaning Services Agreement

A clause checklist and heads of terms. Have a solicitor review before you sign anything substantial.

Client (full legal entity name)

Contractor

Site(s) covered

Commencement date

Initial term

Notice period

Contract value

The parties and the basics

Full legal names of both parties, with company numbers
The registered address of each party
The site or sites covered, listed individually
Commencement date and initial term
Whether the contract renews automatically, and on what notice
A named contract manager on each side

Scope and standard

Attach the specification. Almost every contract dispute is a scope dispute.

The cleaning specification attached as a schedule, with frequencies
What is expressly excluded from the scope
Hours of access and the days services are provided
Public holiday and shutdown arrangements
How additional or ad-hoc work is requested, authorised and priced
The standard of performance, and how it is measured
Audit rights and frequency
The procedure when performance falls short, with time to remedy

Money

The contract price and what it covers
Whether the price is inclusive or exclusive of VAT
Invoicing frequency and payment terms in days
A price review clause, with the trigger and the mechanism
Who supplies and pays for consumables
How ad-hoc work is charged, and at what rate
Statutory interest on late payment
What happens on suspension or partial performance

People, access and equipment

Who supplies equipment, machinery and chemicals
Storage and welfare facilities provided by the client
Utilities: whether power and water are provided at no cost
Access arrangements: keys, fobs, alarm codes, and their return
Security and vetting requirements, including DBS where relevant
The client's obligations: safe access, asbestos register, site rules
Whether staff may be substituted, and any continuity expectation
Non-solicitation of each other's staff

Risk and liability

Insurance required, with minimum cover levels stated
Public liability and employer's liability certificates provided
Limitation of liability, and any cap
Indemnities, and that they are mutual rather than one-way
Health and safety obligations on both sides
Damage and loss procedure, including how claims are notified
Data protection where personal data is involved
Confidentiality
Force majeure

Ending it

The two clauses read most carefully by anyone who has been caught once.

Notice period for termination without cause, both ways
Termination for breach, and the remedy period first
Termination for insolvency
What happens to keys, equipment and access on termination
Whether TUPE applies on transfer in or out, and the information obligations
Handover cooperation with an incoming contractor
Outstanding sums due on termination
Which law governs the contract

The price review clause, and what leaving it out costs

This is the clause small cleaning companies most often omit, and the one that does the most quiet damage. A three-year contract at a fixed price, signed when the National Living Wage was one figure, becomes unprofitable the moment it rises, and it rises every April.

Because labour is 55 to 70% of a cleaning contract's cost, a wage increase flows almost directly into margin. A contract with no mechanism to reflect it leaves you absorbing the whole rise for the remainder of the term.

Ask for an annual review linked to a stated trigger: a named index, or explicitly to statutory wage increases. Clients expect the request and it is far easier to agree at signature than to renegotiate mid-term with nothing in the document to point at.

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TUPE, which applies whether or not the contract mentions it

When a cleaning contract moves from one contractor to another, TUPE will often apply, and the cleaners working on that site transfer to the incoming contractor on their existing terms, with their continuity of service intact.

This matters in both directions. Winning a contract may mean inheriting staff you did not choose, on terms you did not set, with liabilities that came with them. Losing one may mean your staff transfer out. Either way it is not optional, and it is not something the contract can simply exclude.

What the contract can and should do is set out the information obligations: what employee liability information will be provided, when, and by whom. Bidding for a contract without knowing the wage rates and terms of the staff you would inherit means bidding blind on the largest cost in the contract.

Notice periods, and reading them both ways

Notice is commonly written to suit the client: three months from you, one month from them. That asymmetry is worth noticing before signing rather than after.

A one-month termination right on the client's side against a contract you have staffed and equipped for is a real commercial risk, particularly where you have taken on cleaners specifically for it. Ask for symmetry, or for a longer initial term during which the right is limited.

Also check what happens to the notice period if the client is in breach or has not paid. A contract that requires you to keep cleaning for three months while unpaid invoices accumulate is one to renegotiate.

The clauses worth arguing about

Most of a cleaning contract is uncontroversial. These are the ones where the drafting genuinely changes your exposure, and where it is worth spending a solicitor's hour.

Clause	What to watch for
Price review	No mechanism at all, or one tied to an index that does not track wages
Notice period	Asymmetric notice, or a short client-side termination right
TUPE information	No obligation on the client to provide employee liability information before you bid
Liability cap	Uncapped liability, or a cap set below your insurance excess
Indemnities	One-way indemnities running only from you to the client
Consumables	Silence, which usually means you are expected to supply them
Additional work	No agreed rate, so every extra becomes a negotiation
Audit and remedy	Termination for a failed audit with no opportunity to put it right

Frequently asked questions

01 What should be in a cleaning contract?

The parties, the sites, the term and notice period, the specification with frequencies attached as a schedule, exclusions, the price and payment terms, a price review mechanism, who supplies equipment and consumables, access and key arrangements, insurance and liability, health and safety obligations, audit rights, TUPE information obligations, and termination provisions.

02 Does TUPE apply to cleaning contracts?

Frequently, yes. When a cleaning contract transfers from one contractor to another, the staff assigned to that contract often transfer with it on their existing terms and with continuity of service preserved. It applies automatically where the legal conditions are met, regardless of what the contract says, which is why employee liability information matters before you bid.

03 How long should a cleaning contract be?

Commercial cleaning contracts commonly run for one to three years with an initial term and then rolling renewal. Longer terms give security and justify investment in equipment for the site, but only if there is a price review mechanism, because labour costs will rise during the term.

04 Can I use a cleaning contract template without a solicitor?

A clause checklist like this one is a sound basis for agreeing heads of terms and for spotting what is missing from a contract you have been sent. For an agreement of real value or length, have a solicitor draft or review it: the cost is small against the liability and TUPE exposure a cleaning contract can carry.

05 What notice period is normal in a cleaning contract?

One to three months is typical, and it should ideally be the same both ways. Watch for asymmetric drafting giving the client a shorter right to terminate than you have, particularly where you have taken on staff or equipment specifically for the contract.

Cleaning Contract Template

The parties and the basics

Scope and standard

Money

People, access and equipment

Risk and liability

Ending it

The specification, live rather than in a drawer

The price review clause, and what leaving it out costs

Stop printing it

TUPE, which applies whether or not the contract mentions it

Notice periods, and reading them both ways

The clauses worth arguing about

Frequently asked questions

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