1. Definitions

In this Contract, the following terms have these meanings:

• "Company" means Dynamic Security Solutions Ltd, the security provider or service company entering into this agreement with the Client.
• "Client" means the person, company, or organisation that has agreed to receive the Services.
• "Services" means the security or related services the Company has agreed to provide to the Client under this Contract.
• "Site" means the location or property where the Services will be carried out.
• "Maximum Capacity" means the maximum number of people legally allowed on the Site at any one time, as agreed with the relevant authorities or licensing body.
• "Contract" means this agreement, including all written terms and any updates or amendments agreed between the parties.
• "Commencement Date" means the date the Services are due to start.
• "Charges" means the fees payable by the Client to the Company for the Services.
• "Working Day" means any day, including Saturday and Sunday, that is not a public holiday.
• "Force Majeure Event" means any event beyond the reasonable control of either party that prevents them from fulfilling their obligations (see Section 13).

2. Commencement and Duration

2.1 This Contract begins on the Commencement Date and will continue until it is ended by either party in line with the termination terms in Section 10.

2.2 Any renewals, extensions, or changes to this Contract must be agreed in writing by both parties.

2.3 The Company may, at its discretion, agree to provide Services before the formal written contract is signed. If that happens, all Services provided will still be covered by the terms in this Contract.

3. The Services

3.1 The Company will provide the agreed security and related services to the Client in a professional, safe, and lawful manner.

3.2 The Company will:

• supply qualified and properly trained staff for the required duties;
• make sure all employees follow relevant laws, industry standards, and Company procedures; and
• ensure the Services are delivered with reasonable skill, care, and attention.

3.3 The Client will:

• provide the Company with full access to the Site as needed to deliver the Services;
• cooperate with the Company's management and follow reasonable instructions related to safety or operations; and
• ensure that the Site and working conditions meet all relevant health and safety requirements.

3.4 The Company may make minor adjustments to the way Services are delivered if needed to improve efficiency, safety, or legal compliance.

3.5 Any major changes to the Services must be agreed in writing between the Company and the Client before being implemented.

3.6 The Company will not be responsible for delays or service issues caused by inaccurate or incomplete information provided by the Client.

4. The Site

4.1 The Client confirms that:

• The Services can legally be carried out at the Site and don't break any laws or regulations.
• The Company will be informed in writing of any legal or safety limits on how the Site can operate, including its Maximum Capacity.
• The Site will always operate within its legal limits for capacity and use.
• The Site will be safe for Company staff to work in.

4.2 The Client agrees to work closely with the Company's management about anything that affects security. The Client must promptly inform the Company of any major changes — including how the Site is used, its layout, alarm or detection systems, and other security arrangements.

4.3 The Client must make sure the Site has everything the Company reasonably needs to do its job — such as heating, lighting, toilets, and phone access for work purposes.

4.4 The Client must inform the Company about any hazardous materials on the Site. The Client must also make sure that all areas where Company staff work are safe. If the Client fails to do this, the Client will be responsible for any claims, losses, or costs that result.

4.5 The Client agrees to keep the Company updated on anything that affects the Maximum Capacity of the premises, such as changes to layout, fire systems, or safety measures.

4.6 The Client must assist the Company's staff in making sure the Maximum Capacity limit is not exceeded.

4.7 The Client, its staff, or agents must never instruct or request the Company or its security staff to allow more people in than the Maximum Capacity allows.

4.8 If the Client fails to follow any of the requirements in clauses 4.5 to 4.7, the Client must reimburse the Company for any related losses, costs, or claims.

5. Charges

5.1 The Client must pay the agreed fees for the Services as set out in the Contract.

• VAT will be added at the current rate unless stated otherwise.
• All prices exclude VAT and any other taxes or duties.

5.2 Services provided on public holidays will be charged at double the standard rate, unless otherwise agreed in writing.

5.3 If the Company's employment costs increase due to legal changes — for example, National Insurance, National Living Wage, pension requirements, or other government-imposed costs — the Company may increase its prices to reflect this. The Company will give the Client at least 28 days' written notice before new rates take effect.

5.4 Unless stated otherwise, the Company will issue invoices after the Services are provided. The Client must pay each invoice within the agreed payment terms stated in the Contract.

• Any billing disputes must be raised in writing within 48 hours.
• If no dispute is raised within that time, all charges are considered correct and payable.

5.5 Payments must be made to the Company's business address at: The Winning Box, 27–37 Station Road, UB3 4DX, London, United Kingdom.

5.6 The Client cannot delay, withhold, or deduct payments because of any disputes or claims against the Company.

5.7 The Company may review and update its prices from time to time and will notify the Client of any revised rates before they take effect.

6. If the Client Fails to Pay or Breaches the Contract

6.1 If the Client:

• fails to pay on time,
• owes the Company other amounts, or
• breaches any part of this Contract,

then all outstanding amounts become immediately due, and the Company may:

1. Suspend Services or terminate this and any other contracts with the Client; and/or
2. Charge interest on overdue amounts at 8% per year, from the due date until full payment is received.

The Client must also pay any reasonable costs the Company incurs in recovering unpaid amounts, including legal and collection fees.

If the Client is a limited company, its directors personally guarantee payment of all fees, costs, and charges owed to the Company.

6.2 The Company also has these rights if the Client becomes insolvent — for example, if:

• goods are seized or repossessed,
• the Client declares bankruptcy or goes into liquidation,
• an administrator or receiver is appointed,
• the Client seeks a deal with creditors, or
• the Client cannot pay its debts.

In these cases, all amounts owed to the Company become immediately payable in full.

7. Company Equipment

7.1 Any equipment the Company provides for the Services remains the property of the Company at all times.

7.2 The Client must take reasonable care of the Company's equipment and make sure it is used properly and safely while on the Site.

7.3 The Client must not move, alter, repair, or replace any Company equipment without the Company's written permission.

7.4 If any Company equipment is lost, damaged, or destroyed while at the Site (except for normal wear and tear), the Client must pay for repair or replacement costs.

7.5 The Client must also provide any necessary facilities (such as power supply, storage, or access) needed for the safe and effective use of the Company's equipment.

8. Liability and Insurance

8.1 The Company will take all reasonable steps to carry out the Services properly and safely.

8.2 However, the Company is not responsible for any loss, damage, or injury that results from:

• the Client's failure to follow health and safety laws or regulations,
• faulty equipment or unsafe conditions at the Site,
• instructions given by the Client that lead to a loss, or
• circumstances beyond the Company's control (such as emergencies, strikes, or natural events).

8.3 The Company will not be responsible for indirect or consequential losses, such as lost profits, business interruption, or reputational damage.

8.4 The Company's total liability under this Contract will not exceed the total amount paid by the Client for the Services during the 12 months before the event giving rise to the claim.

8.5 Nothing in this Contract limits the Company's liability for:

• death or personal injury caused by negligence,
• fraud or fraudulent misrepresentation, or
• anything else that cannot be legally excluded.

8.6 The Company will maintain adequate insurance cover for public liability, employer's liability, and professional indemnity, and can provide proof of insurance upon request.

8.7 The Client must also hold sufficient insurance to cover its responsibilities under this Contract, including damage to property, health and safety compliance, and any claims that may arise from the Client's acts or omissions.

9. Solicitation

9.1 The Client agrees not to directly or indirectly hire, offer employment to, or engage any employee or subcontractor of the Company who has been involved in providing the Services, during the contract term or within 12 months after it ends, unless the Company gives written consent.

9.2 If the Client breaches this clause, the Client must pay the Company a fee equal to 25% of the employee's annual salary (or the agreed engagement fee, whichever is higher) as a genuine estimate of the loss suffered by the Company.

9.3 This clause is designed to protect the Company's business and staff relationships, not to restrict fair competition.

10. Termination

10.1 Either the Company or the Client may end this Contract by giving the written notice period agreed between them.

10.2 The Company may end the Contract immediately, without notice, if the Client:

• fails to pay any invoice on time,
• seriously breaches any part of this Contract,
• becomes insolvent, bankrupt, or goes into liquidation, or
• damages the reputation or safety of the Company or its staff.

10.3 If the Client ends the Contract without giving the required notice, the Client must pay the Company for any losses or costs that result, including staff wages, scheduling, or other commitments made to deliver the Services.

10.4 If the Contract ends for any reason:

• The Client must pay all outstanding invoices immediately.
• The Company will remove any of its equipment from the Site.
• Both parties must return or destroy any confidential materials belonging to the other.

10.5 Ending the Contract will not affect any rights or obligations that have already built up, including payments due or confidentiality duties.

11. Confidentiality

11.1 Both the Company and the Client agree to keep all confidential information shared during the Contract private and not share it with anyone else, except:

• when required by law,
• with written permission from the other party, or
• to employees or contractors who need to know it for the purpose of the Services (and who must also keep it confidential).

11.2 "Confidential information" includes all private, business, technical, and financial information disclosed during the Contract — whether written, verbal, or digital — except for information that is already public, becomes public through no fault of the receiving party, or is independently developed or lawfully obtained from another source.

11.3 Both parties must use confidential information only for the purpose of performing their obligations under this Contract.

11.4 This confidentiality obligation will continue for 3 years after the Contract ends.

12. Data Protection

12.1 Both the Company and the Client agree to follow all applicable data protection and privacy laws, including the UK GDPR and the Data Protection Act 2018.

12.2 Each party will:

• handle any personal data fairly, lawfully, and transparently;
• only collect and use personal data that is necessary to carry out this Contract;
• keep all personal data accurate and up to date;
• store personal data securely and protect it from loss, misuse, or unauthorised access; and
• delete or return personal data when it is no longer needed for the agreed purpose.

12.3 If either party becomes aware of a data breach involving personal data shared under this Contract, they must:

• notify the other party as soon as reasonably possible; and
• cooperate fully to investigate and take any steps needed to reduce harm or report the breach to the Information Commissioner's Office (ICO) if required by law.

12.4 The Client confirms that any personal data it provides to the Company has been collected in line with the law, and that the Company is authorised to process it to deliver the Services.

12.5 The Company may process personal data for:

• managing and delivering the Services;
• staff scheduling, payroll, and compliance;
• safety, security, and incident reporting; and
• legal, accounting, or audit purposes.

12.6 Neither party will transfer personal data outside the UK unless appropriate legal safeguards are in place.

12.7 Each party will respond promptly to any data subject requests (such as access or deletion requests) and will cooperate where one party receives a request that involves the other.

12.8 Both parties will make sure that any employees, contractors, or agents who handle personal data are properly trained and understand their obligations under this section.

13. Force Majeure

13.1 Neither the Company nor the Client will be held responsible for any delay or failure to carry out their obligations under this Contract if it is caused by a Force Majeure Event — meaning something beyond their reasonable control.

13.2 Examples include (but are not limited to):

• extreme weather or natural disasters,
• fires, floods, or explosions,
• pandemics or public health emergencies,
• strikes, lockouts, or industrial disputes,
• acts of terrorism or war,
• power cuts, system failures, or network outages, and
• government restrictions, emergencies, or other similar events.

13.3 The affected party must:

• tell the other party in writing as soon as possible about the Force Majeure Event; and
• take all reasonable steps to reduce its impact.

13.4 If the Force Majeure Event continues for more than 30 days, either party may end the Contract by giving written notice, without penalty.

13.5 The Company is entitled to payment for any Services already provided before the Force Majeure Event began or up to the date the Contract ends under this clause.

14. Notices

14.1 Any official notice or communication under this Contract must be in writing and sent to the other party's registered address or by email (to the contact email provided in the Contract).

14.2 Notices will be considered delivered:

• by hand – on the day of delivery;
• by post – 2 Working Days after posting (first-class mail); or
• by email – when the email is sent, unless a delivery failure message is received.

14.3 Each party must tell the other in writing if their contact details change.

15. General Terms

15.1 Entire Agreement

This Contract is the full and final agreement between the Company and the Client. It replaces any previous discussions, proposals, or understandings about the Services.

15.2 Changes

Any change to this Contract must be in writing and signed by both parties.

15.3 Assignment

Neither party may transfer or assign this Contract to another person or company without the other's written consent — except that the Company may assign it to a connected business or subcontractor if needed to perform the Services.

15.5 No Partnership or Employment

Nothing in this Contract creates a partnership, joint venture, or employment relationship between the parties.

15.6 Severability

If any part of this Contract is found to be invalid or unenforceable, the rest will remain fully in effect.

15.7 Waiver

If either party chooses not to enforce any right or term in this Contract, that does not mean they give up the right to enforce it later.

15.8 Third Parties

No one other than the Company and the Client has any rights under this Contract.

15.9 Governing Law and Jurisdiction

This Contract is governed by English law, and any disputes will be settled in the courts of England and Wales.

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