These Supplemental Cleaning Service Terms (the “Supplemental Terms”) are incorporated by reference into the Janivoa Terms of Service (the “Terms”). Capitalized terms not defined here have the meanings given in the Terms. A Client and a Provider who enter into a Cleaning Services Agreement may agree to these Supplemental Terms in whole or in part, or may agree to different or additional terms between themselves. However, to the extent they have not agreed to different terms, or the terms they have agreed to are less protective of the Client than these Supplemental Terms, these Supplemental Terms apply to their Cleaning Services Agreement. Users may not, by agreement between themselves, alter the rights or obligations of Janivoa or agree to any term that would violate the Terms. Janivoa is not a party to any Cleaning Services Agreement, whether or not these Supplemental Terms are incorporated, and assumes no responsibility or liability under it. The Client and the Provider acknowledge that they each decide freely whether to contract with the other and on what terms, and that these Supplemental Terms may not suit every engagement and may be adjusted or supplemented as they see fit.
The parties to the Cleaning Services Agreement are the Client and the Provider identified in the applicable Service Order. Janivoa is not a party.
The Provider will perform the Cleaning Services described in the Service Order at the facility identified there, on the schedule stated, using its own personnel, equipment, and methods, in a workmanlike manner consistent with commercial cleaning industry standards and applicable law. Unless the Service Order states otherwise, the Provider supplies all cleaning products, equipment, and consumables needed to perform the Cleaning Services, uses products appropriate to the surfaces being cleaned, and complies with applicable safety and labeling requirements (including OSHA hazard-communication rules) for any chemicals it brings onto the premises.
The Provider is fully responsible for the quality of the Cleaning Services and for the selection, training, supervision, and conduct of its Cleaning Staff. The Client may inspect results, communicate concerns, and receive reports, but has no right to direct the operative details of the work or the manner in which it is performed; those are determined and managed solely by the Provider, whose own supervisory personnel are responsible for directly supervising Cleaning Staff. The Provider will ensure that its Cleaning Staff perform all agreed duties with reasonable care, that they are legally authorized to work, and, to the extent permitted by law, that they have passed a criminal background check before entering the Client’s premises. The Provider will respond promptly to any communication from the Client concerning its Cleaning Staff and, upon the Client’s reasonable written request, will remove and replace any individual from the Client’s engagement without the Client being required to give a reason.
As between the Client and the Provider, the Provider is an independent contractor of the Client. Neither the Provider nor its Cleaning Staff are employees or agents of the Client. Nothing in these Supplemental Terms creates an agency, partnership, joint venture, employment, or fiduciary relationship between the Client and the Provider, and neither may bind the other. The Provider is solely responsible for all wages, benefits, taxes, insurance, and legal compliance relating to its Cleaning Staff.
If the Client provides keys, access cards, codes, or alarm credentials, the Provider will (a) keep them secure, (b) issue them only to Cleaning Staff assigned to the Client’s facility, (c) maintain a record of who holds them, (d) not copy them, and (e) return them within two (2) business days after the end of the engagement or on demand. The Provider is
responsible for the cost of rekeying, replacing locks, or reprogramming access systems made necessary by the loss, theft, or misuse of any credential in its possession. The Provider will follow the Client’s written instructions for arming and disarming alarm systems and for securing doors and windows on departure, and is responsible for any false-alarm charges caused by its Cleaning Staff.
The Provider will report any breakage, damage, spill, injury, security incident, or suspected theft occurring during or in connection with the Cleaning Services to the Client and to Janivoa in writing within twenty-four (24) hours of discovery. The Provider is responsible for repairing or replacing, at its cost, any Client property damaged by its Cleaning Staff or products, and for any loss caused by their acts or omissions.
If the Client notifies the Provider (or Janivoa) within forty-eight (48) hours after a service visit that the Cleaning Services were not performed or did not meet the agreed scope, the Provider will, at no additional charge and at the Client’s election, either re-perform the deficient portion within two (2) business days or credit the Client for the deficient portion of that visit. A scheduled visit that the Provider fails to perform without at least twenty-four (24) hours’ notice to the Client is a missed visit; the Provider will make it up within two (2) business days or credit the Client for it, and repeated missed visits are grounds for the Client to terminate the engagement immediately. Credits are applied through Janivoa against the Client’s next payment.
In performing the Cleaning Services, the Provider and its Cleaning Staff may encounter non-public information of the Client, including information about its business, employees, customers, visitors, premises, and security arrangements (“Client Confidential Information”). The Provider will (a) protect Client Confidential Information with at least reasonable care; (b) not disclose it to anyone without the Client’s prior written consent; (c) not use it for any purpose other than performing the Cleaning Services; (d) not photograph, record, read, or remove documents or materials on the premises except as required to clean; and (e) limit access to Cleaning Staff who need it and who are bound by comparable confidentiality obligations. On the Client’s request or at the end of the engagement, the Provider will promptly return or destroy Client Confidential Information in its possession and, on request, certify in writing that it has done so within ten (10) days. Neither party will publish the other’s confidential information.
The Client may communicate to the Provider, directly or through Janivoa, its minimum insurance requirements, which may include specific coverages and limits, naming the Client as additional insured, and waiver-of-subrogation endorsements. The Provider represents and warrants that, from the first service visit and throughout the engagement, it maintains at its own cost insurance meeting or exceeding those requirements and any insurance required by applicable law. On the Client’s written request, the Provider will furnish certificates of insurance and applicable endorsements and will do nothing to invalidate its coverage. This Section does not limit either party’s liability or indemnification obligations.
All amounts payable for the Cleaning Services are paid by the Client to Janivoa, and only to Janivoa, as provided in the Terms and the Service Order. The Provider will not invoice the Client or accept payment from the Client directly, and the Client will not pay the Provider directly. The non-circumvention obligations in Section 5 of the Terms apply to the Client and the Provider throughout and after the engagement.
The engagement begins on the start date in the Service Order and continues for the term stated there, renewing automatically for successive equal terms unless either party gives written notice of non-renewal through Janivoa at least thirty (30) days before the end of the then-current term. Either party may terminate the engagement for the other’s material breach that remains uncured ten (10) days after written notice, and the Client may terminate immediately for repeated missed visits, a confidentiality breach, a security incident, or conduct by Cleaning Staff that the Client
reasonably considers unsafe or unprofessional. Termination does not affect amounts due for services already performed or the survival of Sections 5, 6, 8, 10, 12, and 13.
The Provider will indemnify, defend, and hold harmless the Client and its affiliates, and their respective owners, directors, officers, employees, contractors, agents, successors, and assigns (the “Client Indemnitees”) from and against all damages, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees and court costs (“Losses”), arising out of or relating to (i) any violation of applicable law by the Provider or its Cleaning Staff; (ii) any breach of the Cleaning Services Agreement, including these Supplemental Terms, by the Provider or its Cleaning Staff; (iii) any wage, benefit, tax, classification, immigration, or workers’-compensation claim by or concerning the Provider’s Cleaning Staff; or (iv) the acts or omissions of the Provider or its Cleaning Staff, including negligence, gross negligence, fraud, or willful misconduct, and any resulting property damage, theft, personal injury, or death. The Provider will not settle any claim arising from the Cleaning Services without the Client’s prior written approval, and any settlement must fully release the Client Indemnitees.
These Supplemental Terms are governed by the laws of the State of Florida, without regard to conflict-of-laws principles, unless the Service Order specifies the law of the state where the facility is located. Notices between the Client and the Provider regarding the Cleaning Services will be given through Janivoa. If any provision is held unenforceable, it will be limited or severed without affecting the remainder.