Terms & Conditions of Supply

1. Interpretation

1.1 Definitions

In these Conditions, the following definitions apply:

• Additional Services: services similar in nature but outside of the scope of the Services listed in Schedule 1 and provided in accordance with clause 4.2.
• Applicable Law: the governing law and jurisdiction of this Contract as set out in clauses 14.22 and 14.23.
• Authorised Service Recipient: each member of the Client’s group who may be designated by the Client to receive any of the Services from time to time.
• Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
• Charges: the charges payable by the Client for the supply of the Services by the Supplier, as set out in the Order Form/Contract Details and Schedule 2.
• Client’s Premises: the premises identified in the Order Form/Contract Details (or such other premises as may be agreed) at which the Supplier will provide Services.
• Conditions: these terms and conditions set out in clause 1 (Interpretation) to clause 14 (General) inclusive.
• Contract: the contract between the Client and the Supplier for the supply of the Services in accordance with the Order Form/Contract Details, these Conditions and any Schedules.
• Control: has the meaning given in section 1124 of the Corporation Tax Act 2010 (and “change of control” shall be construed accordingly).
• Client Materials: all materials, equipment and tools, drawings, specifications and data supplied by the Client to the Supplier.
• Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in England and Wales including (where applicable) GDPR; the Data Protection Act 2018; PECR; and related regulations.
• Deliverables: all documents, products and materials developed by the Supplier (or its agents, subcontractors or personnel) as part of or in relation to the Services in any form, including without limitation computer programs, data, reports and specifications (including drafts), and any key deliverables set out in the Order Form/Contract Details.
• Due Date: the date that payment is due.
• Equipment: the equipment listed in the Order Form/Contract Details used or to be used by the Supplier to provide the Services.
• Force Majeure Event: any cause affecting performance arising from acts/events beyond a party’s reasonable control (including acts of God, pandemic/epidemic/quarantine, riots, war, terrorism, fire, flood, storm, earthquake or disaster) but excluding industrial disputes relating to the Supplier’s chain.
• Intellectual Property Rights: patents, rights to inventions, copyright, trade marks, designs, database rights, rights in confidential information, and all similar rights worldwide (registered or unregistered).
• Service Charges: the charges payable by the Client in respect of the Services, calculated in accordance with Schedule 2.
• Personal Data: information identifying (directly or indirectly) a data subject, including special category and pseudonymised data, but excluding anonymised data.
• Services: the services, including without limitation any Deliverables, to be provided by the Supplier pursuant to the Contract, as described in Schedule 1.
• Services Start Date: the date on which the Supplier is to start provision of the Services, as set out in the Order Form/Contract Details.
• Supplier IPRs: all Intellectual Property Rights subsisting in the Deliverables excluding any Client Materials incorporated in them.
• Supplier’s Personnel: the persons engaged by the Supplier in the provision of the Services, including those responsible for managing the Supplier’s overall relationship with the Client.
• Term: the Initial Term and any Extended Term as determined by clause 2.
• Territory: the territory defined in clause 4.1.

1.2 Interpretation

• References to legislation include such legislation as in force at the date of the Contract and all subordinate legislation made at that date under it.
• Words following including, include, in particular, for example (or similar) are illustrative and do not limit the words preceding them.
• References to writing/written include fax but not email.

2. Commencement and duration

This Contract commences on the earlier of (a) the Services Start Date following signing of the Order Form/Contract Details by both parties, and (b) the date on which the Supplier provides the Services to the Client on request (where earlier than the Services Start Date).

Unless terminated earlier under clause 13, the agreement continues for the initial term stated on the Order Form/Contract Details (the Initial Term) and automatically extends for the extension period stated on the Order Form/Contract Details (each an Extended Term).

The Client may terminate at the end of the Initial Term or any Extended Term by giving written notice not later than 3 months before the end of the relevant term. The Supplier may give not less than 3 months’ notice to terminate at any time after expiry of the Initial Term.

3. Supply of Services

The Supplier shall supply the Services to the Client from the Services Start Date in accordance with the Contract.

In supplying the Services, the Supplier shall:

• perform the Services with reasonable care and skill reasonably expected of a professional of similar standing in the provision of security personnel for commercial clients;
• perform the Services in accordance with the service description set out in Schedule 1;
  ensure Supplier’s Personnel provide incident reports and/or attend meetings as reasonably required by the Client on reasonable notice;
• comply with all applicable laws, statutes, regulations and codes, noting the Supplier shall not be liable if, as a result of such compliance, it is in breach of any of its obligations under the Contract;
• observe all reasonable health and safety rules/regulations and security requirements at the Client’s premises that have been communicated to the Supplier (with the same proviso as above); and
• take reasonable care of Client Materials in its possession and make them available for collection on reasonable notice, provided the Supplier may destroy Client Materials if not collected within a reasonable period after termination.

4. Exclusivity

The Client grants the Supplier an exclusive right to provide the Services to the Client (and each Authorised Service Recipient, as applicable) at the Client’s Premises in England and Wales (the Territory) from the Services Start Date.

Where the Client requires Additional Services (including, but not limited to, night-guarding work) at times/dates/locations outside clause 4.1, the Client agrees to offer those Additional Services to the Supplier on a first-refusal basis and the parties shall agree the Charges for any Additional Services that the Supplier agrees to provide.

Any Additional Services agreed under clause 4.2 shall be subject to the exclusivity in clause 4.1 and the Client shall not appoint (or negotiate to appoint) any other supplier for such Additional Services in the Territory during the Term without the Supplier’s prior written consent (not to be unreasonably withheld or delayed).

5. Client’s obligations

The Client shall:

• provide the Supplier with access to appropriate members of the Client’s staff as reasonably requested to enable the Supplier to discharge its obligations;
• respond to and provide documentation, data and information reasonably requested to enable performance;
• use reasonable endeavours to respond promptly to reasonable requests for information;
• provide access for Supplier’s Personnel to Client’s Premises as may reasonably be required;
• be liable for acts/omissions of each Authorised Service Recipient as though they were acts/omissions of the Client; and
• provide free of charge electric power, office space, lighting, heating and normal staff room facilities for Supplier’s Personnel during provision of Services.

In relation to the Client’s Premises, the Client shall:

• provide access as reasonably required to properly provide the Services;
• provide accommodation/facilities reasonably required, including adequate heating, lighting, power, toilet and washroom facilities, telephone and firefighting facilities;
• on expiry/termination, provide access on reasonable notice to remove the Supplier’s equipment;
• notify the Supplier of hazardous materials (COSHH) and their location; and
• ensure each Client’s Premises is a safe place to work.

If Supplier performance is prevented/delayed by any act/omission of the Client (or its agents, subcontractors, consultants or employees), the Supplier shall:

• not be liable for costs/charges/losses sustained by the Client arising directly/indirectly from such prevention/delay;
• be entitled to payment of Charges despite such prevention/delay; and
• be entitled to recover additional costs/charges/losses the Supplier sustains or incurs arising directly/indirectly from such prevention/delay.

The Client shall ensure all staff who will work with Supplier’s Personnel complete relevant training modules as agreed with the Supplier.

The Client shall report to the Supplier within 5 Business Days:

• any lost valuables (including stock, money or equipment) after becoming aware of the loss; and
• any unacceptable behaviour by Supplier Personnel after the behaviour.

6. Data protection

The parties shall comply with their data protection obligations as set out in Schedule 3 (Data protection).

7. Intellectual property

The Supplier (and its licensors) retain ownership of all Supplier IPRs. The Client (and its licensors) retain ownership of all Intellectual Property Rights in the Client Materials.

The Supplier grants the Client (or shall procure the direct grant to the Client of) a fully paid-up, worldwide, non-exclusive, royalty-free licence to copy and modify the Supplier IPRs for the purpose of receiving and using the Services and Deliverables in the Client’s business during the term of the Contract.

The Client grants the Supplier a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable licence to copy and modify Client Materials for the term of the Contract for the purpose of providing the Services.

The Client shall indemnify the Supplier in full against any sums awarded by a court against the Supplier arising out of or in connection with any claim for infringement of a third party’s rights (including Intellectual Property Rights) arising out of or in connection with the receipt or use of Client Materials by the Supplier.

8. Non-solicitation

During the Term and for 6 months after termination/expiry, the Client shall not (and shall procure that none of its Authorised Service Recipients shall), without prior written consent of the Supplier:

• solicit/entice away (or attempt to) any Restricted Person from employment/service of the Supplier (or its Authorised Service Recipients), other than via a public recruitment campaign open to all-comers and not specifically targeted at those staff; or
• employ or engage any Restricted Person.

Restricted Person means any person employed or engaged by the Supplier during the Term who is or has been involved in the provision of the Services or management of the agreement.

9. TUPE

Each party shall comply with its obligations in Schedule 4 (TUPE).

10. Change control

Either party may submit a written request for Change. No Change will come into effect until a Change Control Note is signed by authorised representatives of both parties.

If the Supplier wishes to make a Change, it shall send a draft Change Control Note to the Client.

If the Client wishes to make a Change, it shall submit a written request to the Supplier with sufficient detail (including timing) for the Supplier to draft a Change Control Note, and the Supplier shall provide a draft as soon as reasonably practicable.

A Change Control Note shall contain: (a) the title of the Change; (b) a description of the Change; and (c) the effect on Services, Charges, timetable, and any other terms.

If the parties agree, they shall sign and the Change Control Note amends the Contract. If they cannot agree within a reasonable time, they shall enter mediation in good faith in accordance with the CEDR Model Mediation Procedure.

The Client shall agree to any Change requested by the Supplier which: (a) is necessary to comply with Applicable Law; or (b) implements a general change to the Supplier’s operational processes/standard offerings and does not have a material adverse impact on Services or increase Charges by more than the Average Weekly Earnings index (private sector) compared to 12 months prior.

If, in the Supplier’s reasonable opinion, a Change is required to respond to an emergency, the Supplier shall use reasonable endeavours to obtain prior written consent but may make a temporary Change as necessary, then notify the Client and retroactively follow the Change Control procedure.

If the Client rejects a Supplier-requested Change, it shall explain reasons in reasonable detail. The Supplier may charge for time spent preparing/negotiating Change Control Notes where the Client requested the Change.

11. Charges and payment

In consideration of the provision of the Services, the Client shall pay the Charges in accordance with Schedule 2.

If the Client receives an invoice it reasonably and properly believes includes a sum not validly due, it shall notify the Supplier in writing as soon as reasonably practicable. The Client may withhold the disputed part (in good faith) but shall pay the undisputed balance by the Due Date. Interest may be charged on amounts later found due from the original Due Date. Balancing payments/credit notes shall be made/issued within 15 Business Days after resolution.

Unless otherwise provided, each party bears its own costs and expenses for compliance. All sums are payable in pounds sterling. Charges are exclusive of VAT which shall be added at the prevailing rate. All payments must be made in full without set-off/counterclaim/deduction/withholding (other than as required by law).

12. Limitation of liability

Neither party limits liability for: (a) death/personal injury caused by negligence; (b) fraud/fraudulent misrepresentation; (c) breach of any obligation as to title implied by statute; or (d) any liability that cannot be limited under Applicable Law.

Subject to the above, the Supplier’s total aggregate liability for all claims/losses/damages (tort, negligence, breach of contract or otherwise) under or in connection with the Contract shall not exceed the total Charges payable in the 12-month period prior to the date of the claim.

Subject to the above, neither party is liable for: loss of agreements or contracts; loss of anticipated savings; loss of use or corruption of software/data/information; and any indirect or consequential loss (other than third-party claims).

If any provision/limitation is held invalid, it shall be deemed omitted to that extent and any liability that would otherwise have been excluded shall remain subject to the other limitations in this clause. Nothing reduces any duty to mitigate loss.

13. Termination

Without affecting any other rights/remedies, either party may terminate immediately by written notice if:

• the other party commits a material breach that is irremediable, or (if remediable) fails to remedy within 20 days of written notice;
• the other party takes steps toward insolvency/administration/liquidation/moratorium/receivership (other than solvent restructuring) or analogous procedures;
• the other party suspends/threatens to suspend or ceases/threatens to cease carrying on all or a substantial part of its business; or
• the other party’s financial position deteriorates so that, in the terminating party’s reasonable opinion, capability to fulfil obligations is jeopardised.

Without affecting any other rights/remedies, the Supplier may terminate immediately by written notice if the Client fails to pay any amount due on the Due Date or there is a change of control of the Client.

On termination (for any reason):

• the Client shall immediately pay all outstanding unpaid invoices and interest; and for Services supplied but not yet invoiced, the Supplier may submit an invoice payable immediately on receipt;
• any provision intended to continue on/after termination remains in force; and
• termination does not affect accrued rights/remedies/obligations/liabilities, including the right to claim damages for any prior breach.

14. General

14.1 Force majeure

Neither party is in breach nor liable for delay/failure to perform obligations if caused by a Force Majeure Event. The affected party shall notify the other as soon as reasonably possible, mitigate effects, and resume performance as soon as reasonably possible. The parties shall consult in good faith to agree terms to mitigate effects. If the Force Majeure Event continues for more than 10 Business Days, the unaffected party may terminate by giving four weeks’ written notice.

14.2 Assignment and other dealings

The Client shall not assign/transfer/charge/subcontract/trust/deal with its rights/obligations without the Supplier’s prior written consent. The Supplier may assign/transfer/charge/subcontract/trust/deal with any/all of its rights under the Contract.

14.3 Confidentiality

Each party shall not disclose confidential information concerning the business/affairs/clients/suppliers of the other party (or its group) during the Contract and for two years after termination, except to those who need to know for performance, or as required by law/court/regulator. Each party shall ensure recipients comply with confidentiality. Confidential information may only be used to perform obligations under the Contract.

14.4 Entire agreement

The Contract constitutes the entire agreement and supersedes previous arrangements. Each party acknowledges it does not rely on statements not set out in the Contract and has no remedies for innocent/negligent misrepresentation or negligent misstatement based on any statement in the Contract.

14.5 Variation

No variation is effective unless in writing and signed by the parties (or authorised representatives).

14.6 Waiver

A waiver is only effective if in writing and is not a waiver of subsequent rights/remedies. A failure/delay to exercise a right/remedy is not a waiver and does not prevent further exercise. No single/partial exercise prevents further exercise.

14.7 Severance

If any provision (or part) is invalid/illegal/unenforceable, it shall be modified to the minimum extent necessary to make it valid, or deleted if modification is not possible. This does not affect the remaining provisions.

14.8 Notices

Any notice/communication must be in writing and delivered by hand or by pre-paid first-class post (or next Business Day delivery service) to the registered office/principal place of business, or sent by fax to the main fax number. Notices are deemed received:

(a) by hand, when left at proper address;
(b) by post, at 9.00am on the second Business Day after posting;
(c) by fax, at time of transmission (or next business hours if outside). This clause does not apply to service of proceedings. A notice is not valid if sent by email.

14.9 Third party rights

Unless expressly stated otherwise, the Contract does not give rise to rights under the Contracts (Rights of Third Parties) Act 1999. Rights to rescind/vary are not subject to any third party’s consent.

14.10 Governing law and jurisdiction

The Contract (and any dispute/claim, including non-contractual) is governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.

Schedule 1 – Service Description

The Supplier will provide the following services at each of the Client’s Premises (as set out in the Order Form/Contract Details):

• External & internal hi-visibility patrols across the Client’s Premises and boundaries.
• Provision of [x] SIA licensed security officer(s) per shift, covering [shift times/days/nights].
• Record keeping of irregularities, security breaches, attempted thefts and/or other crimes against the Client’s property/personnel and/or incidents at the Client’s Premises by the officer in charge.
• Assistance with onsite licensable activities.
• Patrol and perimeter checking activities on site.
• General security activities including enforcing agreed security policies/procedures, apprehending potential offenders, providing alerts, monitoring and reaction services.
• Provision and maintenance of mobile communications to assist with intelligence gathering/dissemination, and ability to call for back-up from local security forces.
• Written reports for all irregularities/security breaches/attempted thefts/other crimes/incidents, detailing known facts, actions and timings.
• Assistance to enable the Client and/or other victims of crime to report offences to the Police.
  Liaison with the Police regarding alleged criminal incidents and assistance with enquiries.
• Observing CCTV (when not otherwise operationally committed) and responding as necessary.

Schedule 2 – Charges

1. Charges for the Services

The Services are provided on a time and materials basis. Charges are calculated using the rates in the Order Form/Contract Details (standard/discounted/bank holiday rates where applicable), subject to any minimum hours per person per event/day as specified.

• All charges are exclusive of VAT which will be added at the appropriate rate.
• The Supplier shall ensure time sheets are completed and used to calculate charges. Time sheets will be made available on request.
• Charges for Equipment or Additional Services will be as agreed in writing.
• Service Charges exclude hotel/subsistence/travel and other ancillary expenses, materials, and third party services required for supply of Services (Expenses). Expenses require prior written approval, will be passed on at cost, evidenced by receipts, and invoiced (payable within 30 days).

2. Invoicing arrangements and payment terms

• The Supplier will invoice the Client monthly in arrears for shifts supplied in that month (invoice to arrive before the seventh
• Business Day of the following month) plus VAT where appropriate.
• The Supplier will invoice monthly in arrears for any hours worked and any approved Expenses incurred.
• The Client shall pay invoices in full and cleared funds within 14 days of receipt to the bank account nominated by the Supplier.
• The Supplier may reasonably adjust Service Charges in proportion to the cost of supplying personnel on the first anniversary of the Services Start Date (or when costs are incurred, including increases to National Minimum Wage and
• National Insurance) and on each subsequent anniversary.

If the Client fails to pay on the Due Date, interest is payable at 8% per annum above Bank of England base rate, accruing daily from Due Date to payment, and the Supplier may suspend Services until payment is made in full.

Schedule 3 – Data protection

Both parties will comply with all applicable requirements of the Data Protection Legislation. This Schedule is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.

The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the controller and the Supplier is the processor of Personal Data required to be processed in the course of supplying the Services (“Personal Data”).

• The Client will ensure it has necessary consents/notices in place for lawful transfer of Personal Data to the Supplier for the duration and purposes of the Contract.
• The Supplier shall process Personal Data only on documented written instructions of the Client unless required otherwise by Data Protection Legislation.
• The Supplier shall maintain appropriate technical and organisational measures to protect Personal Data and ensure personnel with access are bound by confidentiality.
• No transfer of Personal Data outside the UK without Client’s prior written consent and appropriate safeguards.
• The Supplier shall assist the Client (at the Client’s cost) in responding to data subject requests and compliance matters.
• The Supplier shall notify the Client without undue delay and in any event within 36 hours of becoming aware of a Personal Data breach.
• On written direction, delete/return Personal Data and copies on termination unless required to retain by law.
• The Supplier shall not appoint any third party processor without the Client’s prior written consent, and remains fully liable for acts/omissions of any approved third party processor.

Schedule 4 – TUPE

1. Definitions

• Exit Transferring Employees: employees/workers whose contracts transfer to the Client or a Replacement Supplier pursuant to the Employment Regulations on termination of the Services (in whole or in part).
• Replacement Services: services identical or substantially similar to any Services received in substitution after termination/expiry.
• Replacement Supplier: any third party supplier of Replacement Services appointed by the Client.
• Service Transfer: a transfer of the Services (whole or part) due to expiry/termination/change of provider.
• Service Transfer Date: the date the Services (or relevant part) transfer to the Client or a Replacement Supplier.

2. Exit provisions

The parties acknowledge that a change in service provider may result in a Service Transfer. If it is a relevant transfer for TUPE, each party shall comply (and the Client shall procure any Replacement Supplier complies) with TUPE obligations. The parties shall co-operate to fulfil information/consultation requirements. The Client shall provide information necessary for the Supplier to comply with regulation 13(2)(d).

The Supplier shall provide (or procure provision of) copies of personnel files for Exit Transferring Employees on the Service Transfer Date. The Supplier shall discharge obligations up to the Service Transfer Date, and the Client/Replacement Supplier from and after that date.

The Supplier shall indemnify the Client/Replacement Supplier for losses arising from anything done/omitted by the Supplier/subcontractor on or before the Service Transfer Date. The Client shall indemnify the Supplier for losses arising from anything done/omitted by the Client/Replacement Supplier on or after the Service Transfer Date, or any proposal to change terms/conditions/working conditions post-transfer.

Version 1.0
Updated: 5 May 2026
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