Facilities / Cleaning Contractor Agreement (UK)
This Facilities and Cleaning Contractor Agreement (the “Agreement”) is entered into on [Contract Date] between:
[Client Name], of [Client Address], [Client City], [Client Postcode] (hereinafter referred to as the “Client”); and
[Contractor Name], of [Contractor Address], [Contractor City], [Contractor Postcode] (hereinafter referred to as the “Contractor”).
The Client and the Contractor are referred to collectively as the “Parties”.
1. SERVICES
1.1 The Contractor agrees to provide the following facilities and cleaning services (the “Services”) at [Premises Address], which is [Premises Type].
1.2 The Services to be performed are as follows: [Services Description].
1.3 The Contractor shall perform the Services with reasonable care and skill and to a professional standard, in accordance with section 49 of the Consumer Rights Act 2015 and section 13 of the Supply of Goods and Services Act 1982, and in compliance with all applicable legislation and industry standards.
1.4 The Contractor shall comply with all applicable provisions of the Health and Safety at Work etc. Act 1974 and the Management of Health and Safety at Work Regulations 1999. The Contractor shall carry out a suitable and sufficient risk assessment for all tasks to be performed at the Premises, including the handling of hazardous cleaning chemicals, manual handling activities, and any working at height.
1.5 The Contractor shall comply with the Control of Substances Hazardous to Health Regulations 2002 (COSHH Regulations) in relation to all cleaning products and chemicals used at the Premises. The Contractor shall maintain a COSHH register and shall ensure that all operatives are trained in the safe use of hazardous substances. Safety Data Sheets for all products used shall be held on site and made available to the Client on request.
1.6 The Contractor shall comply with the Environmental Protection Act 1990, the Waste (England and Wales) Regulations 2011, and all other applicable waste management legislation. Any waste removed from the Premises shall be disposed of lawfully and in accordance with the Client’s waste management and recycling requirements.
2. SERVICE SCHEDULE AND STANDARDS
2.1 The Services shall be provided in accordance with the following schedule: [Service Schedule].
2.2 The Contractor shall meet the following Key Performance Indicators (KPIs) and service standards: [KPI Details].
2.3 If the Contractor fails to attend the Premises on a scheduled service day, the Contractor shall notify the Client’s designated contact as soon as reasonably practicable and shall arrange for an alternative attendance within a reasonable period, at no additional cost to the Client.
2.4 The Client shall have the right to carry out periodic quality audits of the Services. The Contractor shall co-operate with such audits and shall implement any reasonable remedial actions required as a result.
2.5 In the event of a persistent or material failure to meet the agreed service standards or KPIs, the Client may issue a written notice of default. If the Contractor fails to remedy the default within 14 days of such notice, the Client may terminate this Agreement in accordance with clause 5.
3. STAFFING, WAGES AND EMPLOYMENT OBLIGATIONS
3.1 The Contractor shall supply sufficient trained and vetted staff to deliver the Services in accordance with the agreed schedule. The Contractor shall be responsible for all aspects of the employment, management, and supervision of its staff.
3.2 The Contractor shall ensure that all cleaning operatives and other staff engaged in the provision of the Services are paid at least the following minimum wage rate: [Living Wage Requirement]. The Contractor shall maintain records demonstrating compliance with this obligation and shall make such records available to the Client on request.
3.3 The Contractor shall comply with all applicable employment legislation, including the National Minimum Wage Act 1998, the Working Time Regulations 1998, the Equality Act 2010, and the Employment Rights Act 1996. The Contractor shall be responsible for paying all employer’s National Insurance contributions, pension contributions under the Pensions Act 2008 (auto-enrolment), and holiday pay in respect of its staff.
3.4 The Contractor shall ensure that all staff are appropriately vetted before they are assigned to work at the Premises. Where the Client requires DBS checks (Disclosure and Barring Service criminal records checks) for operatives working at the Premises, the Contractor shall carry out such checks at its own cost and shall not assign to the Premises any operative who does not satisfy the Client’s vetting requirements.
3.5 The Contractor shall ensure that all operatives assigned to the Premises are trained in the use of all cleaning chemicals and equipment, in manual handling, and in the health and safety procedures applicable at the Premises. Training records shall be maintained and made available to the Client on request.
4. CONTRACT PRICE AND PAYMENT
4.1 The Client shall pay the Contractor a total annual contract value of £[Contract Price] plus applicable VAT (the “Contract Price”).
4.2 The Contractor shall invoice the Client [Invoice Frequency]. Each invoice shall be paid by the Client [Payment Terms].
4.3 If the Client fails to make payment by the due date, the Contractor may charge interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate pursuant to the Late Payment of Commercial Debts (Interest) Act 1998, plus debt recovery costs as permitted by that Act.
4.4 The Contract Price shall be reviewed annually on the anniversary of the Commencement Date. Any increase shall reflect changes in the costs of providing the Services, including changes to the applicable National Living Wage or Real Living Wage, and shall not exceed the rate of increase in the Consumer Prices Index (CPI) in the preceding 12 months, unless otherwise agreed in writing.
4.5 The Client may withhold payment proportional to any persistent failure to deliver the agreed Services, provided that the Client has first notified the Contractor in writing of the failure and allowed a reasonable period for remedy.
5. DURATION AND TERMINATION
5.1 This Agreement shall commence on [Commencement Date] and shall continue for [Initial Term] (the “Initial Term”), unless terminated earlier in accordance with this clause.
5.2 At the end of the Initial Term, this Agreement shall continue on a rolling basis until terminated by either Party giving not less than [Notice Period] written notice to the other Party.
5.3 Either Party may terminate this Agreement with immediate effect by written notice if the other Party: (a) commits a material breach that is incapable of remedy, or fails to remedy a remediable breach within 28 days of written notice; (b) becomes insolvent, enters administration, or is subject to any analogous insolvency event; or (c) persistently fails to meet the agreed KPIs following two written notices of default.
5.4 The Client may terminate this Agreement immediately by written notice if the Contractor fails to comply with any applicable employment legislation, including failing to pay its staff the required minimum wage, or if the Contractor commits any serious breach of its health and safety obligations.
6. LIABILITY AND INDEMNITY
6.1 The Contractor shall be liable to the Client for any loss or damage to the Premises or the Client’s property directly caused by the negligence or breach of contract of the Contractor, its employees, agents, or subcontractors.
6.2 The Contractor shall not be liable for any indirect or consequential losses, including business interruption or loss of revenue.
6.3 Nothing in this Agreement shall limit or exclude the liability of either Party for death or personal injury caused by negligence, fraud, or any other matter that cannot be excluded under the Unfair Contract Terms Act 1977.
6.4 Subject to clause 8.3, the Contractor’s total liability to the Client under this Agreement in respect of any single incident shall not exceed the total Fees paid in the 12 months preceding the event giving rise to the claim.
6.5 The Client shall indemnify the Contractor against any claims, liabilities, and costs arising from the Client’s own negligence or breach of its obligations under this Agreement, including any failure to maintain the Premises in a condition safe for the Contractor’s staff to work in.
7. DATA PROTECTION
7.1 Each Party shall comply with all applicable data protection legislation, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018, in connection with any personal data processed under or in connection with this Agreement.
7.2 Where the Contractor processes personal data on behalf of the Client in the course of providing the Services (for example, processing visitor logs or access records), the Contractor acts as a data processor and must comply with the obligations imposed on data processors under UK GDPR, including maintaining records of processing activities, implementing appropriate technical and organisational security measures, and not sub-processing personal data without the Client’s prior written authorisation.
8. GENERAL PROVISIONS
8.1 The Contractor is engaged as an independent contractor. Nothing in this Agreement shall create or be deemed to create an employment relationship between the Client and the Contractor’s staff. The Contractor is solely responsible for the employment, remuneration, and welfare of its staff.
8.2 A person who is not a party to this Agreement shall have no right to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.
8.3 This Agreement constitutes the entire agreement between the Parties relating to the Services and supersedes all prior agreements, understandings, and quotations.
8.4 No amendment or variation of this Agreement shall be effective unless made in writing and signed by authorised representatives of both Parties.
8.5 In the event of any dispute arising under this Agreement, the Parties shall first attempt to resolve the matter by good faith negotiation. If the dispute cannot be resolved by negotiation within 20 business days, either Party may refer the matter to mediation before commencing legal proceedings.
8.6 This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales. The Parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
IN WITNESS WHEREOF, the Parties have executed this Facilities and Cleaning Contractor Agreement as of the date first written above.
THE CLIENT
Full name / Company name: [Client Name]
Address: [Client Address], [Client City], [Client Postcode]
THE CONTRACTOR
Full name / Company name: [Contractor Name]
Address: [Contractor Address], [Contractor City], [Contractor Postcode]
Client
________________
Signature
Date: ________________
Contractor
________________
Signature
Date: ________________
What Is a Facilities / Cleaning Contractor Agreement (UK)?
A Facilities / Cleaning Contractor Agreement in the United Kingdom sets the services to be provided, the fees, the timetable, and each side's responsibilities for the engagement, and is governed by the Employment Rights Act 1996.
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 confirm, 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 confirm compliance with the client's procurement conditions.
When Do You Need a Facilities / Cleaning Contractor Agreement (UK)?
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.
What to Include in Your Facilities / Cleaning Contractor Agreement (UK)
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).
Additional compliance elements for a Facilities / Cleaning Contractor Agreement (UK) used in United Kingdom include: Under the Employment Rights Act 1996, the Employment Tribunal adjudicates workplace disputes. Section 94 of the Employment Rights Act 1996 provides the right not to be unfairly dismissed. The Advisory, Conciliation and Arbitration Service (ACAS) provides early conciliation under Section 18A of the Employment Tribunals Act 1996. The UK GDPR and Data Protection Act 2018 govern personal data handling. HM Revenue and Customs (HMRC) administers PAYE and National Insurance contributions under the Income Tax (Earnings and Pensions) Act 2003. Forms-legal.com provides this template as a starting point for United Kingdom-compliant documentation.
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Forms Legal. (2026). Facilities / Cleaning Contractor Agreement (UK) (United Kingdom) [Legal document template]. Forms Legal. https://forms-legal.com/uk/employment/contractor-agreements/janitorial-contract-uk
"Facilities / Cleaning Contractor Agreement (UK) (United Kingdom)." Forms Legal, 2026, https://forms-legal.com/uk/employment/contractor-agreements/janitorial-contract-uk.
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note = {Free legal document template. Based on Employment Rights Act 1996}
}Frequently Asked Questions
Yes, in most cases. The Transfer of Undertakings (Protection of Employment) Regulations 2006 (SI 2006/246) (TUPE) apply to service provision changes as well as business transfers. A service provision change occurs when an activity carried out by a client (or an outgoing contractor) is taken over by a new contractor, or brought back in-house by a client who had outsourced it. For cleaning and facilities management contracts, this means that when a client switches from one cleaning contractor to another, the employees of the outgoing contractor who are wholly or mainly assigned to the contract in question are likely to transfer automatically to the incoming contractor under TUPE, with their terms and conditions of employment preserved. This protects cleaning staff from being dismissed purely because the cleaning contract has changed hands. The outgoing contractor is required to provide Employee Liability Information to the incoming contractor at least 28 days before the transfer date under regulation 11 of TUPE. Both the outgoing and incoming contractors must also inform and, where applicable, consult with affected employees or their representatives before the transfer. Failure to comply with TUPE obligations can result in significant employment tribunal liability.
The Control of Substances Hazardous to Health Regulations 2002 (COSHH Regulations) require employers and self-employed persons in England and Wales to assess the risks from hazardous substances used in the course of their work and to take appropriate measures to prevent or adequately control exposure. For commercial cleaning contractors, this means that the company must carry out a COSHH risk assessment for each hazardous product used by its cleaning operatives, including bleach-based cleaners, disinfectants, descalers, floor cleaning solvents, and other chemical products. The assessment must identify the risks, specify the controls required (such as the use of personal protective equipment, dilution instructions, and ventilation requirements), and be communicated to all operatives who use those products. Safety Data Sheets (SDS) for all products must be held on site. Training records must be maintained. Failure to comply with COSHH is a criminal offence enforced by the Health and Safety Executive (HSE) and can result in prosecution, fines, and enforcement notices.
Cleaning contractors in England are legally required to pay their workers at least the National Living Wage (NLW), which is the statutory minimum wage set by the government under the National Minimum Wage Act 1998. From April 2026, the NLW for workers aged 21 and over is £12.71 per hour. The Real Living Wage (RLW) is a higher, voluntarily-adopted rate calculated independently by the Living Wage Foundation based on the actual cost of living. It is currently £12.60 per hour (outside London) and £13.85 per hour (the London Living Wage). While payment of the Real Living Wage is not a statutory requirement, many public sector clients and larger private sector organisations require their cleaning contractors to pay the Real Living Wage as a condition of the contract. Some London local authorities and NHS organisations require the London Living Wage. The procurement terms of the contract (rather than statute) create this obligation, and it should be expressly set out in the cleaning contract. The Living Wage Foundation operates an accreditation scheme for employers who commit to paying the Real Living Wage.
Commercial cleaning involves a range of significant health and safety risks, and cleaning contractors in England and Wales are subject to extensive health and safety legislation. Under the Health and Safety at Work etc. Act 1974 (HSWA 1974), employers (including cleaning contractors) have a general duty to confirm, so far as is reasonably practicable, the health, safety, and welfare of their employees at work. This includes providing safe equipment, safe systems of work, adequate training and supervision, and a safe working environment. The Management of Health and Safety at Work Regulations 1999 require employers to carry out a suitable and sufficient risk assessment for all work activities and to implement appropriate controls. Specific regulations relevant to cleaning contractors include: COSHH Regulations 2002 (hazardous cleaning chemicals), the Manual Handling Operations Regulations 1992 (lifting heavy cleaning equipment and waste), the Personal Protective Equipment at Work Regulations 2022 (gloves, non-slip footwear, eye protection), the Work at Height Regulations 2005 (window cleaning and high-level cleaning), the Provision and Use of Work Equipment Regulations 1998 (floor polishers, pressure washers, industrial vacuum cleaners), and the Workplace (Health, Safety and Welfare) Regulations 1992 (which also impose duties on the occupier of premises to keep floors clean and free from hazards).
Yes. Under English contract law, a cleaning contractor owes a duty of care to the client and may be liable in negligence and/or breach of contract for damage to the client's property caused by the contractor's operatives. Common causes of damage in commercial cleaning include the use of wrong cleaning products on sensitive surfaces, flooding from unattended equipment, and damage to IT equipment or furnishings during cleaning operations. A well-drafted facilities and cleaning contractor agreement should include a liability clause that clearly allocates responsibility for damage, specifies any financial cap on the contractor's liability (which is common in commercial contracts), and excludes liability for pre-existing damage, fair wear and tear, and damage caused by the client's own failings (such as using damaged flooring or providing faulty equipment). Under the Unfair Contract Terms Act 1977, any limitation or exclusion of liability in a business-to-business contract must satisfy a reasonableness test. The contractor cannot exclude liability for death or personal injury caused by its negligence. The contractor's public liability insurance is an important protection against claims for accidental damage.
There is no statutory minimum notice period for terminating a commercial cleaning contract in England and Wales — the notice period is a matter of agreement between the parties. In practice, notice periods for commercial cleaning contracts typically range from one to three months for smaller contracts to six months or more for large, long-term facilities management agreements. Shorter notice periods (such as one month) are more common for simple monthly cleaning contracts in small offices. Longer notice periods (two to three months or more) are more appropriate where the contractor has invested in equipment, staff training, or site-specific procedures, or where TUPE obligations would arise on a change of contractor. Some long-term facilities management contracts include a notice period matching the TUPE information and consultation requirements (at least 28 days). The contract should also specify what happens at the end of the notice period, including the contractor's obligation to assist with the handover to a new provider and to comply with any TUPE obligations in relation to transferring staff.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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