A Facilities and Cleaning Contractor Agreement is a legally binding commercial contract between a client organisation and a facilities management or cleaning contractor setting out the terms on which cleaning, janitorial, and related facilities services will be provided. In England and Wales, such agreements are governed primarily by the Supply of Goods and Services Act 1982, the Consumer Rights Act 2015 (where applicable), and a significant body of employment, health and safety, and environmental legislation. A well-drafted agreement clearly identifies the parties, describes the scope of services and service schedule, establishes performance standards and key performance indicators (KPIs), sets out the contract price and payment terms, and addresses the important employment law issues that arise in the commercial cleaning sector.

Commercial cleaning and facilities management is one of the UK's largest service industries, employing hundreds of thousands of workers across offices, schools, hospitals, retail premises, industrial facilities, and public buildings. The sector is subject to extensive regulatory oversight, reflecting the labour-intensive nature of the work and the range of occupational health and safety risks involved.

One of the most distinctive legal features of the commercial cleaning sector is the application of the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE) when cleaning contracts change hands. TUPE provides that when an activity carried out by one contractor is transferred to another (a 'service provision change'), the employees of the outgoing contractor who are wholly or mainly assigned to the contract transfer automatically to the incoming contractor with their terms and conditions of employment preserved. This means that when a client changes its cleaning contractor, the cleaning staff employed by the outgoing contractor typically become employees of the incoming contractor. The financial implications of inheriting TUPE-protected staff — including any inherited employment liabilities — make it essential to address TUPE expressly and carefully in any facilities management or cleaning contractor agreement.

The health and safety of cleaning workers is regulated by a wide range of legislation. The Health and Safety at Work etc. Act 1974 imposes a general duty on employers to ensure, so far as reasonably practicable, the health, safety, and welfare of their employees. The Control of Substances Hazardous to Health Regulations 2002 (COSHH) require cleaning contractors to assess and control the risks from hazardous cleaning chemicals. The Management of Health and Safety at Work Regulations 1999, the Manual Handling Operations Regulations 1992, and the Work at Height Regulations 2005 also impose specific obligations on employers in relation to the activities involved in commercial cleaning.

Wage levels in the cleaning sector are a growing area of legal and reputational risk. All cleaning contractors must pay at least the statutory National Living Wage under the National Minimum Wage Act 1998. Many larger clients — particularly public sector organisations, local authorities, and NHS bodies — require their cleaning contractors to pay the Real Living Wage (currently £12.60 per hour outside London and £13.85 per hour in London), as calculated by the Living Wage Foundation, as a condition of the contract. A facilities and cleaning contractor agreement should expressly address the applicable minimum wage requirement to avoid disputes and to ensure compliance with the client's procurement conditions.

A written Facilities and Cleaning Contractor Agreement should be in place before any commercial cleaning or facilities services begin. There are several situations in which having a formal written agreement is particularly important.

For any contract cleaning arrangement in a commercial setting — whether for an office building, a school, a healthcare facility, a retail premises, or an industrial site — a written contract is essential. It sets out the scope of the services with sufficient specificity to avoid disputes, establishes the service schedule and operating hours, confirms the contract price and payment terms, and provides a clear mechanism for addressing poor performance or terminating the relationship.

When a client is changing its cleaning contractor — either following a competitive tender or because of dissatisfaction with the existing provider — the TUPE Regulations are likely to apply. Both the outgoing and incoming contractors and the client need a clear contractual framework that addresses the TUPE obligations, including the provision of Employee Liability Information, the indemnity position between the parties, and the timing of the transfer. Without a written agreement that expressly addresses these issues, the risk of significant employment tribunal liability is high.

For long-term facilities management contracts of significant value, a detailed written agreement is critical for managing the commercial relationship over time. The agreement should include provisions for annual price reviews, performance monitoring through KPIs and quality audits, a mechanism for agreeing variations to the scope of services, and a dispute resolution process.

For clients in regulated sectors (such as healthcare, education, or food processing), a written contract is important for demonstrating compliance with regulatory requirements relating to cleaning standards. Healthcare facilities, for example, must comply with CQC (Care Quality Commission) standards for cleanliness, and a cleaning contract that specifies minimum service standards and audit frequencies supports compliance with those requirements.

Finally, a written contract is important for insurance purposes. Most public liability and employers' liability insurance policies impose obligations on the insured contractor that are consistent with the contractual terms under which services are provided.

A well-drafted Facilities and Cleaning Contractor Agreement for use in England and Wales should include several key provisions to protect both the client and the contractor.

The scope of services clause is the most important element of the agreement. It should clearly describe all cleaning and facilities tasks to be performed, distinguishing between daily tasks, weekly tasks, periodic deep cleaning, and any additional or ad hoc services. The clause should specify which areas of the premises are covered and to what standard, and should reference any specification documents or method statements that form part of the contract.

The key performance indicators (KPIs) and service standards clause should establish measurable standards against which the contractor's performance can be assessed. These typically include attendance rates, response times for emergency call-outs, audit scores from periodic quality inspections, and standards for the replenishment of consumables. The KPI clause should also set out the consequences of persistent failure to meet performance standards, including the client's right to withhold payment or terminate the contract.

The TUPE clause should address the Transfer of Undertakings (Protection of Employment) Regulations 2006 where a change of contractor is anticipated. It should specify the obligations of each party in relation to Employee Liability Information, indemnities for TUPE-related liabilities, and the obligations of the incoming contractor as employer.

The wage compliance clause should specify the applicable minimum wage — whether the statutory National Living Wage or the higher Real Living Wage — and should require the contractor to maintain records demonstrating compliance and to make those records available to the client on request.

The health and safety clause should address the contractor's obligations under the Health and Safety at Work etc. Act 1974, the COSHH Regulations 2002, and other applicable legislation. It should require the contractor to carry out risk assessments and COSHH assessments, maintain Safety Data Sheets, and provide appropriate training and PPE to its staff.

The insurance clause should require the contractor to maintain public liability insurance (typically at least £5,000,000) and employers' liability insurance (legally required at a minimum of £5,000,000 under the Employers' Liability (Compulsory Insurance) Act 1969, though £10,000,000 is standard practice).