Winning a commercial cleaning contract is a significant milestone for any UK cleaning business — whether it is a small office suite in Manchester, a multi-floor corporate building in London, a chain of retail units across Birmingham, or a school in Leeds or Bristol. But signing the wrong contract, or operating without one at all, can be more damaging than not winning the contract in the first place.
Commercial clients are not the same as residential clients. They have procurement teams, legal departments, and in many cases, prior experience of switching cleaning contractors. They expect a written, detailed contract. They will measure your performance against agreed KPIs. And if you are taking over a site from another cleaning company, the TUPE Regulations 2006 may mean you are legally required to employ the existing cleaning staff. None of this is frightening — once you understand the framework — but all of it needs to be documented correctly from day one.
This guide walks through every clause a commercial cleaning contract must include, explains TUPE in plain terms, sets out how to define measurable KPIs, and provides a full contract template you can adapt to your business.
1–3 mo
Standard commercial notice period (vs 2–4 weeks residential)
£5m+
Minimum public liability insurance recommended for commercial sites
45 days
Maximum payment term under the Late Payment of Commercial Debts Act
Why commercial contracts are different from residential
The core difference between a commercial cleaning contract and a residential agreement is not just the size of the premises — it is the legal, operational, and financial complexity of the relationship. A residential client is a private individual making a trust decision about their home. A commercial client is an organisation managing an asset, a workforce, and a set of operational obligations.
B2B legal framework. Commercial contracts operate under a different legal framework from consumer contracts. The Consumer Rights Act 2015 does not apply — instead, the Supply of Goods and Services Act 1982 governs, alongside common law contract principles. This gives both parties more freedom to negotiate terms, but it also means you cannot rely on statutory consumer protections. Everything material needs to be written down.
TUPE implications. When a cleaning contract transfers from one provider to another, the Transfer of Undertakings (Protection of Employment) Regulations 2006 — TUPE — may require the incoming contractor to take on the existing cleaning staff under their current terms and conditions. This applies to commercial contracts; it does not apply to residential cleaning. Failing to comply with TUPE can result in Employment Tribunal claims and personal liability. The contract must address this explicitly.
Service level agreements (SLAs) and KPIs. Commercial clients expect measurable performance standards. A residential client might tell you informally that the bathroom wasn't clean enough. A commercial client will send a formal written complaint, reference the quality audit score, and trigger the remedy process in your contract. SLAs and KPIs are not optional in commercial contracts — they are the mechanism by which the service is evaluated and disputes are resolved.
Longer notice periods. Residential cleaning relationships can be ended with a few days' notice. Commercial contracts typically require 1 to 3 months' written notice from either party. This reflects the operational reality: mobilising a commercial cleaning team, ensuring TUPE compliance, procuring equipment, and handing over documentation takes time. A short notice period in a commercial contract protects neither party and creates chaos at handover.
Liability levels. A residential client might claim for a broken ornament. A commercial client might claim for damaged IT equipment, business interruption losses, or data security breaches caused by an operative entering a restricted area. Liability caps, insurance requirements, and indemnity clauses in commercial contracts exist for genuine reasons — not as boilerplate — and need to be negotiated carefully.
What a commercial cleaning contract must include
A commercial cleaning contract should be comprehensive enough to govern every material aspect of the service, but clear enough to be read and understood without a lawyer on standby. The following clauses are all required. Do not omit any of them.
1. Parties and contract details
Identify both parties by their full legal name, registered address, and company number (if applicable). Include the contract start date, the initial term (if the contract has a minimum period), and whether the contract rolls over automatically after the initial term or requires active renewal.
2. Cleaning specification / scope of works
Do not describe the scope in the main contract body — attach it as a Schedule. The Schedule should list every area to be cleaned, the tasks to be performed in each area, the products or methods to be used, and any areas explicitly excluded. A separate Schedule can be varied without amending the main contract, which is important when scope changes. Clients in London, Manchester, Bristol, Leeds, and Birmingham frequently need to adjust scope as their premises change — a Schedule structure makes this straightforward.
3. Service frequency and hours of access
State the days and times cleaning will take place. For commercial premises, access windows matter: many offices prefer cleaning outside core hours (before 7:30am or after 6pm). Schools in England, Scotland, and Wales typically require cleaning in the late afternoon after pupils leave. Confirm the access procedure — security codes, key arrangements, concierge contact — in writing.
4. Staffing (named operatives, DBS, substitution rights)
For smaller commercial contracts, clients often want named operatives. Include a clause confirming which individuals will regularly attend the site, your obligations to notify the client of any changes, and the process for introducing a new operative. Specify DBS check requirements — Enhanced DBS is standard for schools and any site with children or vulnerable adults, under the Disclosure and Barring Service framework. Include your substitution rights clearly: you need the ability to send a trained substitute if a regular operative is absent, without being in breach of contract.
5. TUPE obligations
If you are taking over a contract from another cleaning company, include a TUPE clause confirming that you have been provided with Employee Liability Information by the outgoing contractor, that you have consulted with transferring employees in accordance with the TUPE Regulations 2006, and that you will honour the transferring employees' existing terms and conditions. The client's obligations under TUPE (as the client entity triggering the transfer) should also be acknowledged.
6. COSHH and health & safety obligations
Under the Control of Substances Hazardous to Health Regulations 2002 (COSHH), you are legally required to assess the risks from chemical products used in your cleaning operations and to ensure operatives are trained in their safe use. Include a clause confirming that all products used on site are on your approved COSHH register, that COSHH assessments are available on request, and that you will comply with the client's own health and safety procedures. Reference the Health and Safety at Work etc. Act 1974 as the overarching legislative framework.
7. Key performance indicators (KPIs) and audit process
Define the KPIs against which performance will be measured, the frequency of audits, the scoring methodology, and the minimum acceptable scores. Include the process for raising and responding to a quality concern, and the escalation path if performance falls below the minimum threshold. Vague language — "cleaning shall be carried out to a high standard" — is unenforceable. Specific targets are enforceable.
8. Pricing, invoicing and late payment terms
State the contract price, the invoicing frequency (weekly, monthly, or on completion of specific service events), payment terms (30 days is standard; some public sector clients operate on 30–45 days), and the consequences of late payment. Under the Late Payment of Commercial Debts (Interest) Act 1998, you are entitled to charge statutory interest of 8% above the Bank of England base rate on overdue invoices, plus a fixed debt recovery fee of £40–£100 depending on invoice size. Reference this Act explicitly in the contract — it strengthens your position significantly.
9. Variation procedure
Describe how the scope of works can be changed. A variation clause should require any scope change to be agreed in writing, confirmed by both parties, and reflected in an updated Schedule and (if pricing is affected) a written price amendment. Without a variation clause, verbal scope creep is almost impossible to price for or dispute.
10. Notice period
Specify the notice period required from either party to terminate the contract without cause. 1 month is standard for small contracts (under £800/month); 2 months for medium contracts; 3 months for larger contracts or those with TUPE implications. The notice period should run from the last day of a calendar month unless both parties agree otherwise.
11. Termination for cause vs termination for convenience
Termination for convenience is ending the contract by giving the agreed notice without needing to cite a reason. Termination for cause allows either party to end the contract immediately (or after a short remedy period) where the other has materially breached the contract. Define what constitutes a material breach for each party. Common client-side material breaches include persistent non-payment and failure to provide access. Common contractor-side material breaches include persistent KPI failure, use of unlicensed staff, and insurance lapse.
12. Liability cap and insurance minimums
Cap your total aggregate liability — typically at 12 months' contract value or at the value of your public liability insurance policy, whichever is lower. Exclude certain categories of liability from the cap (death or personal injury from negligence cannot be capped under English law). State the minimum insurance levels you will maintain: public liability (minimum £5m, ideally £10m for larger sites), employers' liability (minimum £10m — a statutory requirement under the Employers' Liability (Compulsory Insurance) Act 1969), and professional indemnity where relevant.
13. Confidentiality clause
Your operatives will have access to client premises, systems, and potentially sensitive information. A confidentiality clause binds you and your staff to not disclose any confidential information obtained in the course of the contract. For clients in regulated industries (financial services, legal, healthcare), this clause is non-negotiable and often needs to be mirrored in your staff employment contracts.
14. Dispute resolution
Include a tiered dispute resolution process: first, escalation to senior representatives of both parties; then, if unresolved, mediation through an agreed mediator; and finally, litigation in the courts of England and Wales (or Scotland or Northern Ireland, as appropriate). A clear dispute resolution clause reduces the chance of disputes escalating to litigation unnecessarily.
⚠ Get the contract signed before work starts
The most common mistake cleaning businesses make is starting work on a commercial site before the contract is signed — because the client is in a hurry or because the relationship feels informal. Never start work without a signed agreement. Once you are on site, your negotiating position evaporates. If a client is unwilling to sign a reasonable contract, that tells you something important about how the relationship will proceed.
Understanding TUPE for cleaning contracts
TUPE — the Transfer of Undertakings (Protection of Employment) Regulations 2006 — is one of the most important pieces of employment law affecting cleaning businesses in England, Scotland, and Wales. It applies when an organised grouping of employees whose principal purpose is to carry out a specific contract is transferred from one contractor to another. In practical terms: when a commercial cleaning contract changes hands, the staff who were doing the work typically transfer to the new contractor.
When does TUPE apply? TUPE applies when there is a "service provision change" — meaning the activity (commercial cleaning of a specific site) is transferred from one entity to another, and there is an identifiable group of employees who are dedicated to that activity. It applies whether the contract is being retaken by the client in-house, passed to a new contractor, or transferred back out to the incumbent after a competitive tender. It does not depend on the number of staff — even a single part-time cleaner dedicated to one site can trigger TUPE.
What you must do as the incoming contractor. Before the transfer date, you should:
- Request Employee Liability Information (ELI) from the outgoing contractor. Under TUPE, the outgoing contractor must provide ELI at least 28 days before the transfer. This includes each transferring employee's identity, age, employment particulars (Statement of Employment Particulars), disciplinary records, grievance records, and details of any legal actions in the last two years.
- Consult with transferring employees (or their representatives) about the transfer and any proposed changes to their working arrangements. You cannot simply announce that staff are transferring — you must consult in advance.
- Preserve transferring employees' existing terms and conditions. Under the Employment Rights Act 1996 and TUPE, you cannot reduce pay, change working hours, or alter employment terms because of the transfer itself. You inherit the employees' existing contracts in full. Attempting to harmonise terms immediately after a TUPE transfer is a common — and costly — mistake.
- Ensure continuity of employment. Transferring employees' length of service carries over. A cleaner who has worked on a site for eight years and transfers to you has eight years of accrued employment rights — including unfair dismissal protection and statutory redundancy entitlement.
ℹ TUPE and your pricing model
TUPE has direct cost implications. If you are taking over a site where the existing staff are paid above your standard rates, are on more generous holiday terms, or have legacy benefits, those terms transfer to you. Always request Employee Liability Information before submitting a tender price — pricing a commercial contract without knowing the employment liabilities you are inheriting is one of the most expensive mistakes in the industry.
When TUPE does not apply. TUPE does not apply if there is no identifiable group of employees dedicated to the contract (for example, if the outgoing contractor sends different staff to the site every week with no consistent assignment). It also does not apply to a brand-new contract where cleaning services have not previously been provided at the site, or to a purely residential contract. If you are unsure whether TUPE applies in a specific situation, take employment law advice before submitting your tender.
Setting KPIs in a commercial cleaning contract
KPIs — key performance indicators — are the measurable standards against which your cleaning service will be evaluated. In a well-drafted commercial contract, KPIs are not aspirational targets: they are the contractual basis on which the service is assessed, and falling below them triggers a formal remedy process. Setting KPIs clearly protects both parties — the client knows what to expect, and you know what you are contractually required to deliver.
Attendance rate
The most fundamental KPI: what percentage of scheduled cleaning visits are completed on time? An attendance rate target of 98% is standard — meaning no more than one missed or significantly delayed visit per 50 scheduled visits. Track this by keeping a visitor log or electronic sign-in record at each site. Include a clause confirming how missed visits are reported, how the client is notified, and how make-good visits are scheduled.
Quality audit score
Quality should be assessed using a structured audit form with a numerical scoring methodology. A typical audit form covers: floor and hard surface cleanliness, bathroom and welfare facility condition, kitchen and break area cleanliness, glass and window surfaces, waste removal, and consumables (toilet rolls, soap, paper towels). A score of 85% or above on each audit is a common minimum pass threshold. Audits should be conducted at least quarterly for standard contracts, monthly for high-footfall sites.
Complaint resolution time
Define how quickly complaints must be acknowledged and resolved. Industry standard is: acknowledgement within 24 hours of a complaint being raised, resolution or a documented remedial action plan within 72 hours, close-out confirmation within 5 working days. Include an escalation path for complaints not resolved within the standard timeframe.
Audit pass rate
As distinct from the quality audit score (which measures individual audit performance), the audit pass rate tracks how many audits meet the minimum pass threshold over a rolling period. A target of 90% of audits passing at or above 85% in any rolling quarter is a robust standard for most commercial sites. A persistent failure to meet audit pass rate targets — say, three consecutive audits below threshold — can be defined as a trigger for the remedy process or, in serious cases, termination for cause.
| KPI |
Typical target |
Measurement method |
Remedy trigger |
| Attendance rate |
≥ 98% |
Site visitor log / electronic sign-in |
Below 95% in any month |
| Quality audit score |
≥ 85% per audit |
Structured audit form, scored |
Any audit below 75% |
| Complaint response |
Ack. within 24 hrs |
Complaints log with timestamps |
2+ complaints unacknowledged in 48 hrs |
| Audit pass rate |
≥ 90% of audits pass |
Rolling quarterly audit record |
3 consecutive audit failures |
| Consumables availability |
100% stocked on inspection |
Audit form consumables section |
2+ failures in any quarter |
| Staff change notification |
48 hrs advance notice |
Written notification record |
Any unannounced new operative |
The contract template
The template below is a full commercial cleaning service agreement suitable for use in England, Scotland, and Wales. It is designed to be complete and ready-to-use — adapt all text in square brackets [LIKE THIS] to your specific business and client details. For contracts above £50,000 per year or those with complex TUPE implications, have the adapted version reviewed by a solicitor before signing.
COMMERCIAL CLEANING SERVICE AGREEMENT
━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━
PARTIES
This Commercial Cleaning Service Agreement ("Agreement") is made between:
Service Provider: [YOUR COMPANY NAME] (Company No. [XXXXXX])
Registered address: [YOUR REGISTERED ADDRESS]
("the Contractor")
Client: [CLIENT COMPANY NAME] (Company No. [XXXXXX])
Registered address: [CLIENT REGISTERED ADDRESS]
("the Client")
━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━
1. CONTRACT DETAILS
1.1 Contract reference: [CONTRACT-REF-001]
1.2 Commencement date: [DD/MM/YYYY]
1.3 Initial term: [12 months] / [Rolling monthly — no minimum term]
1.4 Service address: [FULL ADDRESS OF PREMISES TO BE CLEANED]
Following the initial term (if any), this Agreement shall continue on a
rolling basis until terminated by either party in accordance with Clause 10.
━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━
2. SCOPE OF WORKS
2.1 The Contractor shall provide commercial cleaning services as described
in Schedule 1 (Cleaning Specification) attached to this Agreement.
2.2 Schedule 1 forms part of this Agreement and sets out the areas to be
cleaned, the tasks to be performed in each area, the products and
methods to be used, and any areas explicitly excluded from scope.
2.3 Any services not listed in Schedule 1 are outside scope. Additional
services may be agreed in writing under Clause 9 (Variation Procedure).
━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━
3. SERVICE FREQUENCY AND ACCESS
3.1 Cleaning shall be carried out on the following schedule:
Days: [Monday to Friday / specify days]
Times: [06:00–08:00 before premises open / 18:00–21:00 after closure]
3.2 Additional or deep cleaning visits are set out in Schedule 1.
3.3 The Client shall ensure that the Contractor has unobstructed access to
all areas listed in Schedule 1 at the agreed times. The Client shall
provide [security code / key / swipe card / concierge contact] access
arrangements as confirmed in Schedule 2 (Access Arrangements).
3.4 If the Client restricts access to any area on a given visit, the
Contractor is not obliged to clean that area on that visit and no
deduction from the contract price shall apply.
━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━
4. STAFFING
4.1 The Contractor shall assign suitably trained operatives to the contract.
The regular operatives assigned to this site are listed in Schedule 3
(Staffing Schedule), subject to change in accordance with Clause 4.3.
4.2 DBS checks: All operatives attending [name of site] hold a valid
[Standard / Enhanced] Disclosure and Barring Service check, copies of
which are available to the Client on written request.
4.3 The Contractor will notify the Client at least [48 hours] in advance of
any change to the regular operatives assigned to this site. In the event
of unplanned absence, the Contractor may send a trained substitute
operative without advance notice; the Client will be informed on the
same day.
4.4 Substitutes shall meet the same vetting and training standards as
regular operatives. Sending a substitute does not constitute a breach
of this Agreement.
━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━
5. TUPE OBLIGATIONS
5.1 The parties acknowledge that the Transfer of Undertakings (Protection
of Employment) Regulations 2006 (TUPE) may apply to this contract
where it transfers to or from another contractor.
5.2 On commencement of this Agreement where a previous cleaning contractor
was in place, the outgoing contractor (or the Client, as applicable)
shall provide the Contractor with Employee Liability Information (ELI)
no later than 28 days before the transfer date, in accordance with
Regulation 11 of the TUPE Regulations 2006.
5.3 The Contractor confirms that it has [/ will] undertake appropriate
measures, measures for the purposes of electing employee representatives
and consulting with transferring employees (or their representatives)
in advance of the transfer, in accordance with Regulations 13 and 14
of the TUPE Regulations 2006.
5.4 The Contractor shall not dismiss any employee whose employment
transfers by virtue of TUPE for a reason connected to the transfer,
unless an Economic, Technical or Organisational (ETO) reason
entailing changes in the workforce applies, as defined in Regulation 7
of the TUPE Regulations 2006.
5.5 The Client agrees to cooperate reasonably with the Contractor's TUPE
compliance obligations, including providing relevant information about
the outgoing contractor's staff where this is within the Client's
knowledge and control.
━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━
6. COSHH AND HEALTH & SAFETY
6.1 The Contractor shall maintain a COSHH register of all chemical products
used on the Client's premises, with risk assessments for each product
conducted in accordance with the Control of Substances Hazardous to
Health Regulations 2002. The COSHH register is available to the Client
on written request.
6.2 All operatives assigned to this contract shall receive appropriate
COSHH training and shall not use any product not listed on the COSHH
register without the Contractor's prior approval.
6.3 The Contractor shall comply with the Client's on-site health and safety
procedures, a copy of which shall be provided by the Client prior to
commencement. The Client shall notify the Contractor of any changes to
on-site H&S procedures within 5 working days of the change taking effect.
6.4 The Contractor shall maintain Method Statements and Risk Assessments
(RAMS) for all cleaning activities carried out on the Client's premises.
These documents are available to the Client on written request and shall
be provided within 5 working days of request.
6.5 Both parties acknowledge their obligations under the Health and Safety
at Work etc. Act 1974 and related regulations.
━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━
7. KEY PERFORMANCE INDICATORS (KPIs)
7.1 The Contractor shall meet the following performance standards:
(a) ATTENDANCE RATE
Target: 98% or more of scheduled visits completed on time.
Measurement: Site sign-in log, reviewed monthly.
Remedy trigger: Attendance rate below 95% in any calendar month.
(b) QUALITY AUDIT SCORE
Target: 85% or above on each quality audit.
Measurement: Joint audit using Schedule 4 (Audit Form), minimum
[quarterly / monthly].
Remedy trigger: Any single audit scoring below 75%.
(c) COMPLAINT RESPONSE TIME
Target: Written acknowledgement within 24 hours of a complaint
being raised; documented resolution or remedial action plan
within 72 hours.
Measurement: Complaints log maintained by the Contractor.
Remedy trigger: Two or more complaints unacknowledged within
48 hours in any quarter.
(d) AUDIT PASS RATE
Target: 90% or more of audits pass (score ≥ 85%) in any
rolling three-month period.
Remedy trigger: Three consecutive audits below pass threshold.
(e) CONSUMABLES AVAILABILITY
Target: All consumables (toilet rolls, soap, paper towels,
bin liners) fully stocked on every audit inspection.
Remedy trigger: Two or more consumable failures in any quarter.
7.2 Where performance falls below a KPI target, the Client shall notify
the Contractor in writing. The Contractor shall produce a written
remedial action plan within 5 working days of notification and
implement it within [14] days of the notice.
7.3 Persistent KPI failure — defined as failure to meet the same KPI
target in two consecutive calendar months despite a remedial action
plan being in place — shall constitute a material breach of this
Agreement, triggering the termination for cause process in Clause 11.
7.4 Quality audits shall be conducted [jointly / by the Contractor / by
the Client's appointed representative], with a copy of each audit
report provided to both parties within 5 working days of the audit.
━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━
8. PRICING, INVOICING AND PAYMENT
8.1 The contract price for the services described in Schedule 1 is:
[£X,XXX.00] per month (exclusive of VAT)
This price is fixed for the initial term. Following the initial term,
the Contractor may review the price annually, giving not less than
[60 days'] written notice of any proposed increase.
8.2 The Contractor shall issue invoices [monthly in advance / monthly in
arrears] on or around the [1st] of each month.
8.3 The Client shall pay each invoice within [30] days of the invoice date.
8.4 In the event of late payment, the Contractor reserves the right to
charge statutory interest at 8% above the Bank of England base rate per
annum on the overdue amount, together with a fixed debt recovery fee,
in each case as provided by the Late Payment of Commercial Debts
(Interest) Act 1998.
8.5 Additional services agreed under the variation procedure (Clause 9)
shall be invoiced separately and are subject to the same payment terms.
8.6 VAT shall be charged at the prevailing rate on all amounts invoiced.
━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━
9. VARIATION PROCEDURE
9.1 Either party may propose a variation to the scope of works, service
frequency, or contract price by giving written notice to the other.
9.2 No variation shall take effect unless it is agreed in writing by an
authorised representative of both parties and reflected in an updated
Schedule 1 (and, if pricing is affected, in a written price amendment).
9.3 Verbal instructions to carry out additional work do not constitute a
variation and do not create an obligation on the Contractor to perform
the additional work or on the Client to pay for it, unless subsequently
confirmed in writing by both parties.
9.4 The Contractor shall not be obliged to accept any proposed variation.
━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━
10. NOTICE PERIOD AND TERMINATION FOR CONVENIENCE
10.1 Either party may terminate this Agreement without cause by giving not
less than [TWO MONTHS'] written notice to the other party.
10.2 Notice shall be given in writing (email to the nominated contact address
of each party, or by recorded post to the registered address). Notice
periods run from the date of receipt and, unless both parties agree
otherwise, expire on the last day of a calendar month.
10.3 During the notice period, both parties shall continue to fulfil their
obligations under this Agreement.
[OPTIONAL MINIMUM TERM CLAUSE]
10.4 Where this Agreement includes a minimum initial term, termination for
convenience during the minimum term shall require the terminating party
to pay a break fee equal to [50%] of the remaining monthly contract
value for the unexpired portion of the minimum term.
━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━
11. TERMINATION FOR CAUSE
11.1 Either party may terminate this Agreement immediately, or on written
notice shorter than the standard notice period in Clause 10, if the
other party:
(a) Commits a material breach of this Agreement and, if that breach is
capable of remedy, fails to remedy it within [28] days of receiving
written notice requiring it to do so;
(b) Becomes insolvent, enters administration, liquidation, or makes any
arrangement with creditors generally;
(c) Commits any act of fraud, dishonesty, or gross misconduct in
connection with this Agreement.
11.2 Material breaches by the Contractor include (without limitation):
persistent KPI failure (as defined in Clause 7.3); failure to maintain
required insurance; use of operatives who have not been DBS-checked
where this is required; breach of the confidentiality clause (Clause 13).
11.3 Material breaches by the Client include (without limitation): failure
to pay two or more invoices by the due date; consistent failure to
provide agreed access; and material misrepresentation of the scope
or nature of the premises at contract formation.
11.4 On termination for cause by the Contractor, all outstanding invoices
shall become immediately due and payable.
━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━
12. LIABILITY CAP AND INSURANCE
12.1 Each party's aggregate liability to the other under or in connection
with this Agreement (whether in contract, tort, negligence, or
otherwise) shall not exceed the greater of:
(a) The total contract price paid or payable in the [12] months
immediately preceding the event giving rise to the claim; or
(b) The Contractor's public liability insurance policy limit (as
evidenced by the certificate referred to in Clause 12.3).
12.2 Nothing in this Agreement shall limit either party's liability for:
(a) Death or personal injury caused by negligence;
(b) Fraud or fraudulent misrepresentation; or
(c) Any other liability that cannot be limited or excluded by law.
12.3 The Contractor shall maintain throughout the term of this Agreement:
(a) Public liability insurance: minimum £[5,000,000] per occurrence;
(b) Employers' liability insurance: minimum £10,000,000 (as required
by the Employers' Liability (Compulsory Insurance) Act 1969);
(c) [Professional indemnity insurance: minimum £[1,000,000], where
specialist services are provided.]
The Contractor shall provide certificates of insurance to the Client
on request and shall notify the Client immediately if any required
insurance lapses or is cancelled.
12.4 Neither party shall be liable to the other for any indirect or
consequential loss (including but not limited to loss of profits,
loss of business, or loss of revenue) arising under or in connection
with this Agreement.
━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━
13. CONFIDENTIALITY
13.1 Each party agrees to keep confidential all information obtained from
the other party in connection with this Agreement that is reasonably
to be regarded as confidential ("Confidential Information"), including
but not limited to: client lists, business processes, financial
information, security procedures, and employee information.
13.2 The Contractor shall ensure that all operatives and subcontractors
assigned to this contract are bound by equivalent confidentiality
obligations.
13.3 The obligations in this Clause shall survive termination of this
Agreement for a period of [3] years.
13.4 Confidentiality obligations do not apply to information that: is
publicly available other than through a breach of this Agreement;
was already known to the receiving party before disclosure; or is
required to be disclosed by law or by a regulatory or judicial body.
━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━
14. DISPUTE RESOLUTION
14.1 If a dispute arises in connection with this Agreement, the parties
shall first attempt to resolve it by escalation to senior
representatives of each party, who shall meet (in person or by video
call) within [10] working days of the dispute being referred to them.
14.2 If the dispute is not resolved within [20] working days of the initial
escalation referral, either party may refer it to mediation through
a mutually agreed mediator. The cost of mediation shall be shared
equally between the parties.
14.3 If mediation fails to resolve the dispute within [30] days of a
mediator being appointed, either party may commence legal proceedings
in the courts of England and Wales (or Scotland, as applicable).
━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━
15. GENERAL
15.1 GOVERNING LAW: This Agreement is governed by and construed in
accordance with the law of England and Wales [/ Scotland / Northern
Ireland — delete as applicable].
15.2 ENTIRE AGREEMENT: This Agreement and its Schedules constitute the
entire agreement between the parties and supersede all prior
agreements, representations, and understandings relating to
its subject matter.
15.3 AMENDMENTS: No amendment to this Agreement shall be valid unless
made in writing and signed by an authorised representative of
each party.
15.4 WAIVER: Failure by either party to enforce any provision of this
Agreement shall not be construed as a waiver of that provision.
15.5 SEVERABILITY: If any provision of this Agreement is held to be
invalid or unenforceable, the remaining provisions shall continue
in full force and effect.
15.6 NOTICES: All formal notices under this Agreement shall be sent to
the addresses set out in the Parties section above by recorded post
or by email to the nominated contact confirmed in Schedule 2.
━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━
SIGNATURES
Signed for and on behalf of [YOUR COMPANY NAME]:
Signature: ________________________________
Name: ________________________________
Title: ________________________________
Date: ________________________________
Signed for and on behalf of [CLIENT COMPANY NAME]:
Signature: ________________________________
Name: ________________________________
Title: ________________________________
Date: ________________________________
━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━
SCHEDULE 1 — CLEANING SPECIFICATION
Site address: [FULL PREMISES ADDRESS]
Contract ref: [CONTRACT-REF-001]
AREA: Reception / entrance lobby
- Vacuum / mop hard floor surfaces
- Wipe entrance glass doors (internal side)
- Dust reception desk and ledges
- Empty bins and replace liners
- Check and replenish consumables
AREA: Open-plan office / workstations
- Vacuum all carpeted areas
- Empty and reline waste bins
- Wipe desks (clear desk policy applies — no moving of personal items)
- Dust window ledges, skirting boards, and shared surfaces
- Clean internal glass partitions
AREA: Kitchen / break room
- Wipe all worktops, cupboard doors, and splashbacks
- Clean sink, taps, and draining board
- Wipe exterior of microwave, kettle, and fridge
- Empty and reline bins
- Mop hard floor
- Replenish hand soap
AREA: Toilets / welfare facilities
- Clean and sanitise WC pans, seats, and cisterns
- Clean and disinfect hand basins and taps
- Wipe mirrors
- Mop floor with disinfectant
- Replenish toilet rolls, paper towels, hand soap, and sanitary disposal units
AREA: Meeting rooms
- Vacuum floor / mop if hard surface
- Wipe conference table and chairs
- Dust AV equipment (exterior surfaces only — no moving of equipment)
- Empty bins
AREA: Corridors, stairs, and fire escape routes
- Vacuum / mop as appropriate
- Wipe handrails
- Ensure fire routes are clear (report obstructions; do not move items)
MONTHLY / PERIODIC TASKS:
- Deep clean of kitchen appliances including oven / microwave interiors
- Full window clean (internal) — [frequency: quarterly]
- Deep scrub of toilet floors and tile grout
- High dusting (light fittings, HVAC vents, tops of cabinets)
EXPLICITLY EXCLUDED FROM SCOPE:
- Cleaning of IT equipment (screens, keyboards, servers)
- Washing-up or loading / unloading dishwasher
- External window cleaning
- Removal of large items or furniture movement
- Clinical or hazardous waste disposal
- Any area not listed above
━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━
SCHEDULE 2 — ACCESS ARRANGEMENTS
Site access: [Key held by Contractor / swipe card / building code]
Key holder: [NAME, PHONE NUMBER]
Out-of-hours emergency contact (Client): [NAME, PHONE NUMBER]
Contractor site supervisor: [NAME, PHONE NUMBER]
Alarm code: [CODE — store securely, not in this document]
Parking: [Details of parking arrangements for operative vehicles]
━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━
SCHEDULE 3 — STAFFING
The following operatives are assigned to this contract:
Name: [OPERATIVE 1 FULL NAME]
Role: Lead cleaner
DBS level: [Standard / Enhanced], certificate no. [XXXXXX], valid to [DATE]
Name: [OPERATIVE 2 FULL NAME]
Role: Cleaner
DBS level: [Standard / Enhanced], certificate no. [XXXXXX], valid to [DATE]
The Contractor shall notify the Client within 48 hours of any permanent
change to the operatives listed above. Temporary substitutes will be
notified on the same day as the substitution.
━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━
SCHEDULE 4 — QUALITY AUDIT FORM (SUMMARY)
Scoring: 0 = Not cleaned / unacceptable
1 = Below standard / requires improvement
2 = Meets standard
3 = Exceeds standard
Maximum score: [X × 3 = XX]
Pass threshold: 85% of maximum score
SECTION SCORE (0–3)
Reception / lobby ___
Office / workstations ___
Kitchen / break room ___
Toilets / welfare facilities ___
Meeting rooms ___
Corridors / stairs ___
Consumables fully stocked ___
COSHH products correctly stored ___
TOTAL SCORE: ___ / [MAX]
PERCENTAGE: ___%
PASS / FAIL: ___
Audited by: ___________________________ Date: ________
Contractor: ___________________________ Date: ________
Notes / remedial actions required:
________________________________________________________________
________________________________________________________________
To use the template: replace all text in square brackets with your specific details. Save the Schedules as separate documents that can be updated without re-signing the main agreement — this is particularly important for the cleaning specification (Schedule 1), which will almost certainly need to change as the client's premises and requirements evolve.
ℹ Word-process the template, not this page
Copy the template text into a Word document or Google Doc for adaptation. Delete the dashes (━) and replace with proper section dividers or page breaks in your document. Export as PDF before sending to a client — a PDF is harder to edit, looks more professional, and prevents the client from accidentally (or deliberately) altering terms before signing.
How to negotiate commercial contract terms
Most first-time commercial cleaners accept whatever terms the client proposes. Experienced contractors know that almost every term is negotiable — and that the right terms protect your business as much as winning the contract in the first place.
Liability caps
Large clients — particularly corporates, facility management companies, and public sector bodies — will often seek to impose unlimited or very high liability on contractors. Resist this. Your liability exposure should be proportionate to the contract value and covered by your insurance. A liability cap of 12 months' contract value is standard and reasonable for most commercial cleaning contracts. If the client insists on a higher cap, increase your insurance policy limit to match — and factor the additional premium into your contract price. Never agree to a liability cap that exceeds your insurance policy limit.
London-based commercial clients and large national organisations with sites across England, Scotland, and Wales sometimes request caps of £10 million or more. If this is the case, ask for indemnification from the client for claims arising from their own negligence or from information they provided to you incorrectly (such as inaccurate TUPE employee liability information). A sophisticated client will accept this; one that refuses may be seeking to transfer risk they know about.
Exit clauses and break fees
Be cautious about agreeing to very long minimum terms without protection. A 12-month minimum term is reasonable for a new commercial contract — it gives you enough time to recover mobilisation costs and for the relationship to stabilise. But a 3-year minimum term with no break clause, for a client you have not worked with before, is a risk. If they become a difficult client or the contract becomes unprofitable (because TUPE costs were higher than anticipated, or the scope expanded without price adjustment), you may be locked in with no exit.
If a minimum term is required, negotiate a bilateral break clause — either party can exit at the 12-month point with 2 months' notice. Include a break fee payable by the client if they trigger the break clause, reflecting your mobilisation investment. This is standard commercial practice and most professional procurement teams will accept it.
Payment terms
Standard commercial terms are 30 days from invoice. Public sector clients in the UK (including NHS trusts, local authorities, and schools in England, Scotland, and Wales) are required to pay within 30 days under the Prompt Payment Code and related government policy. If a private sector client requests 60 or 90-day payment terms, factor the cash flow cost into your price — longer payment terms are a form of interest-free credit. Alternatively, offer a 1–2% early payment discount to incentivise faster payment without confrontation.
Always include the Late Payment of Commercial Debts (Interest) Act 1998 reference explicitly in your contract, even if you do not intend to enforce it aggressively. Its presence in the contract communicates that you understand your legal rights and are prepared to enforce them — which tends to concentrate minds around the payment date.
Frequently asked questions
What is TUPE in a cleaning contract UK?
TUPE stands for Transfer of Undertakings (Protection of Employment). Under the TUPE Regulations 2006, when a commercial cleaning contract changes hands, the employees who were dedicated to that contract automatically transfer to the new contractor on their existing terms. As the incoming contractor, you must consult with transferring employees, preserve their employment terms (pay, hours, holiday entitlement), and not dismiss them because of the transfer. Failure to comply with TUPE can result in Employment Tribunal claims under the Employment Rights Act 1996.
How long is the notice period for a commercial cleaning contract in the UK?
The standard notice period for commercial cleaning contracts in the UK is 1 to 3 months, depending on contract size and complexity. Smaller office contracts typically carry 1 month. Mid-size contracts — schools, managed buildings, multi-floor offices in cities like Manchester, Bristol, Leeds, or Birmingham — commonly use 2 months. Large contracts and those with TUPE implications typically require 3 months. Always negotiate the notice period before signing, and ensure it runs from the end of a calendar month to avoid pro-rata billing disputes.
Can a client terminate a commercial cleaning contract early?
Yes, but only under the terms set out in the contract. Termination for convenience requires the agreed notice period and, if there is a minimum term, potentially a break fee. Termination for cause — for KPI failure, missed visits, or material breach — requires a written warning and a remedy period (typically 14–28 days) before formal notice. If a client attempts to exit without following the contract process, they are in breach. A well-drafted termination clause is your primary protection against sudden loss of a commercial contract.
What KPIs should be in a commercial cleaning contract?
The most effective commercial cleaning KPIs are: attendance rate (target 98% of scheduled visits completed), quality audit score (minimum 85% on a structured inspection form), complaint resolution time (acknowledgement within 24 hours, resolution within 72 hours), and audit pass rate (90% of audits pass in any rolling quarter). Larger contracts may also include consumables availability, staff change notification time, and COSHH compliance metrics. Agree numeric targets — "high standard" is unenforceable.
What law governs commercial cleaning contracts in the UK?
Commercial cleaning contracts in England, Scotland, and Wales are governed by the law of contract (common law) supplemented by the Supply of Goods and Services Act 1982 (implies reasonable care and skill), the Late Payment of Commercial Debts (Interest) Act 1998 (statutory interest on overdue B2B invoices), the TUPE Regulations 2006 (staff transfers), the Employment Rights Act 1996 (employment law), and the Health and Safety at Work etc. Act 1974 with COSHH Regulations 2002 (H&S obligations).
What is a reasonable liability cap for a commercial cleaning contract?
The standard cap is 12 months' contract value — so on a £2,000/month contract, the cap is £24,000. Ensure your public liability insurance policy limit is at or above any agreed liability cap; never accept a cap that exceeds your insurance. Minimum insurance requirements for most commercial sites: public liability £5m (£10m for large or complex sites), employers' liability £10m (legally required), and professional indemnity where specialist services are involved.
Do I need a written contract for commercial cleaning in the UK?
You are not legally required to have a written contract — a verbal agreement is technically enforceable — but operating without one is extremely high risk. Without a written contract: you have no agreed KPIs to defend against complaints, no agreed notice period to protect your revenue, no agreed liability cap, and no TUPE clause to manage staff transfers. Any commercial client of substance will expect a written contract before work starts. At minimum, a letter of engagement covering scope, price, notice period, and payment terms should be in place before your first visit.
Manage your commercial contracts in Cadi
Cadi is software built specifically for UK cleaning businesses — track KPIs, manage invoicing, stay on top of your commercial client portfolio, and handle everything from scheduling to late payment in one place.
Join the waitlist