Supply of Services T&Cs

 

1. INTEPRETATION

 

The following definitions and rules of interpretation apply in this agreement.

 

1.1     Definitions:

 

Term	Meaning
Additional Tasks	Any task, outside of the Services, that You request Security Personnel to complete as part of their deployment at the Premises.
Balance	The total of all Security Personnel Fees payable to TSS for the Services (exc. VAT).
Contract	As defined in condition 2.3.
Data Protection Laws	All applicable laws and regulations in the UK relating to personal data, including but not limited to: (i) UK GDPR (as defined in section 3(10) (and supplemented by section 205(4) of the Data Protection Act 2018), and (ii) the Data Protection Act 2018, as amended or superseded from time to time.
Intellectual Property Rights	Patents, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up , goodwill and the right to sue for passing off, rights in designs, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Invoice Amount	As defined in condition 5.7.
Invoice Frequency	The period of time before TSS invoices You the Balance, more specifically defined in the Services Schedule.
Licence Requirements	The requirements expressed by the licensing authority to permit the sale of alcohol, or other licensed activities, on the Premises in accordance with all applicable laws.
Maximum Capacity	As outlined in the Licence Requirements, the maximum number of patrons permitted to be in the Premises at one time.
Minimum Hours	The number of hours charged per day for the Services provided for each Security Personnel, as defined in the Services Schedule.
Outlays or Fees	A cost that does not ordinarily form part of the provision of the Services that has been paid, or is payable, by TSS to provide the Services.
Overdue Balance	As defined in condition 5.9.
Premises	A venue or venues that You own, or operate under an appropriate licence, that You request the provision of the Services, more specifically defined in the Services Schedule.
Security Personnel	An appropriate SIA qualified and trained security professional employed by TSS to provide the Services.
Security Personnel Fee	The fee payable to TSS for each Security Personnel to provide the Services, as set out in the Services Schedule.
Services	The provision of security services to You under the Contract by TSS.
Services Schedule	The schedule to which outlines the specific details of the Services that You require the Security Personnel to fulfil.
SIA	Security Industry Authority.
TSS	Tailored Security Services Limited (CRN: SC733369) with a trading address at 9 Hilton Avenue, Aberdeen, AB24 4RF.
TUPE	The Transfer of Undertakings (Protection of Employment) Regulations 2006.
You	The client who has entered the Contract for the provision of the Services, more specifically defined in the Services Schedule.

 

1.2     Interpretation:

 

(a)     A reference to We or Us shall mean both TSS and You.

(b)     Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

(c)     Any header or formatting shall be construed as illustrative and shall not impact the meaning or interpretation of any provision contained in these terms and conditions.

(d)     Any reference to writing or written is exclusively by email.

 

2. APPLICABILITY OF CONDITIONS

 

2.1     Any Services shall apply these terms and conditions.          

 

2.2     Any quotation or estimates issued by a director of TSS shall be considered to be an offer to contract with You.

 

2.3     You shall be deemed to have accepted any quotation or estimate provided by a director of TSS by: (i) confirming in writing that you accept the quotation or estimate, or (ii) you continue to act in a manner that is consistent with accepting the quotation or estimate (including but not limited to continuing to request any Services from TSS, or the commencement of Services by any TSS employee) (the Contract).

 

2.4     Any verbal quotation or estimate to you, or a written quotation or estimate from a non-authorised member of TSS (including any Security Personnel or an agent of TSS pertaining to have authority), shall not be considered to be an offer and will not bind TSS to any obligation or commitment contained within.  

 

2.5     Any materials contained in any marketing or advertisements issued by TSS in any format, or representations made by an agent of TSS, shall not bind TSS in any capacity unless specifically referenced in a Services Schedule.

 

3. SUPPLY OF SERVICES

 

3.1     Subject to condition 13.2, TSS will use commercial endeavours to provide the Services to You in accordance with the Services Schedule. You however acknowledge and accept that despite the efforts of any Security Personnel, TSS cannot and will not guarantee the security of the Premises and / or its contents.

 

3.2     Security Personnel will provide the Services with reasonable skill and care and in accordance with their personal licence provided by the SIA. Any Additional Tasks shall be provided without any warranties or guarantees to their completion or quality. 

 

3.3     By accepting the Services, you authorise Security Personnel to take all necessary and proportionate steps to provide the Services to You. This includes the authorisation at all times to remove any person from the Premises.

 

3.4     The Security Personnel shall not be responsible for advising, or assessing, on the Maximum Capacity. They will, however, use reasonable endeavours to support You with such assessment on provision of the appropriate equipment.

 

3.5     In the event that Security Personnel requires the support of the emergency services (for whatever reason), You irrevocably authorise the Security Personnel to act in accordance with their instructions (including but not limited to complete evacuation of the Premises, or partial closure of an area within the Premises).

 

3.6     Unless agreed between a director of TSS in writing, for the duration of the time to which TSS provides You with the Services, TSS shall be the only security provider to provide you with the Services or other similar services.

 

4. YOUR OBLIGATIONS / THE PREMISES

 

4.1     You shall ensure that You:

 

(a)          provide the Maximum Capacity of the Premises, or area to which you have agreed with us in the Service Schedule to guard, to TSS prior to the deployment of Security Personnel;

(b)          comply with all Licence Requirements for your Premises;

(c)          shall notify a TSS director of any pertinent conditions or requirements of your Premises’ licence; 

(d)          maintain appropriate insurance for the Premises, or any items contained within the Premises, until such time as you no longer engage TSS for the Services;

(e)          provide Security Personnel, in a timely manner and at no charge, with access to the Premises and any other facilities as reasonably required by the Security Personnel in order to provide the Services.

(f)           provide updates to the TSS directors, or their authorised agents, regarding matters that affect, or may affect, the provision of the Services at the Premises (including but not limited to standard operating procedures, layout changes, use of systems (i.e. CCTV, radios or alarm systems), and any supplemental security arrangements).

 

4.2     You warrant that:

 

(a)          the Premises, or area to which you have agreed with us in the Service Schedule to guard, will comply with the Maximum Capacity at all times;

(b)          the Premises, or area to which you have agreed with us in the Service Schedule to guard, will not operate against any Licence Requirements;

(c)          the Premises is safe for the Services to be conducted by the Security Personnel;

(d)          You shall comply with all reasonable instructions provided by Security Personnel relating to the Services;

(e)          the Premises has appropriate bathroom facilities, heating, lighting and telephone connection to allow the Security Personnel provide the Services;

(f)           You shall not instruct the Security Personnel to exceed the Maximum Capacity; and

(g)          You shall make prompt payment in accordance with condition 5. 

 

5. BALANCE / PAYMENT / LATE PAYMENT

 

5.1     In consideration of the provision of the Services, You shall pay the Balance.

 

5.2     The Balance shall be calculated on the following basis:

 

(a)          the Security Personnel Fee for each Security Personnel deployed to provide the Services;

(b)          either the: (i) number of hours the Security Personnel provided the Services, or (ii) Minimum Hours.

 

5.3     TSS may, at their sole discretion, charge you the Minimum Hours for each Security Personnel deployed to provide the Services.

 

5.4     TSS reserves the right the right to increase the Security Personnel Fees with: (i) at least four (4) weeks’ prior written notice, (ii) in the event of a unique / bespoke / one time event (to the extent that such event does not form part of the usual Premises Hours), with one (1) weeks’ prior written notice, or (iii) at the discretion of TSS directors, there is a ten (10) per cent decrease in the numbers of hours required for Security Personnel at the Premsies over three (3) consecutive weeks.

 

5.5     TSS shall invoice You for the Balance in accordance with the Invoice Frequency. Unless agreed otherwise with a director of TSS, the first invoice shall be rendered by TSS at the end of the month to which the Services were first provided to You.

 

5.6     In the event that the Services have been provided to a unique / one time event, TSS shall invoice You at the last date of, or shortly thereafter (at their sole discretion), the said unique/ bespoke / one time event.

 

5.7     Unless otherwise agreed in writing with a TSS director, You shall pay the Balance, plus Outlays or Fees (Invoice Amount), to TSS within seven (7) days of the invoice date.

 

5.8     In the event that the provision of the Services requires any Outlays or Fees, TSS reserves the right to invoice the said Outlays or Fees as they become due. TSS reserves the right to withhold any goods or services to which the Outlays or Fees relate until payment has been received by You. 

 

5.9     Without prejudice to any other rights or remedies available to TSS, if You fail to pay TSS any Invoice Amount by the due date under condition 5.7 (Overdue Balance):

 

(a)          You shall pay interest on the Overdue Balance from the due date until full payment has been received by TSS, whether before or after any judgement or decision against You. Interest under this condition 5.9(a) will accrue each day at eight (8) per cent a year above the Bank of Scotland’s base rate from time to time, but at eight (8) per cent a year for any period when that base rate is below zero (0) per cent; and

(b)          TSS may suspend all or part of the Services until payment has been made in full, without liability.

 

5.10   The Invoice Amount payable to TSS for the Services:

 

(a)          are exclusive of VAT and You shall, in addition, pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice; and

(b)          shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

         

6. LIABILITY AND INSURANCE

 

6.1     Nothing in these terms and conditions limits or excludes liability for:

 

(a)          liability for death or personal injury caused by negligence to the extent preserved by section 2(1) of the Unfair Contract Terms Act 1977;

(b)          liability for fraud or fraudulent misrepresentation;

(c)          liability for breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982;

(d)          any liability that cannot legally be limited;

(e)          Your liability for its payment obligations under this agreement; or

(f)           either party’s liability under the indemnities in conditions 7 and 8.3.

 

6.2     TSS shall not be liable for any of the following types of loss:

 

          (a)        loss of profits;

          (b)       loss of sales or business;

          (c)        loss of anticipated savings or profits;

          (d)       loss of, or damage to, goodwill; and

          (e)        indirect or consequential losses.

 

6.3     Subject to condition 6.1 and 6.2, TSS’ liability to You shall be limited to the amount paid to TSS by You in the twelve months prior to the event that attracts liability for the provision of Services under the Contract.

 

6.4     TSS shall maintain the following insurance policies for the duration of the time they provide the Services to you:

 

(a)       Professional Indemnity Insurance: five million pounds (£5,000,000)

(b)       Public Product and Pollution Liability Insurance – five million pounds (£5,000,000)

(c)        Employers Liability Insurance – ten million pounds (£10,000,000)

 

7. INDEMNITY

 

7.1     You shall indemnify TSS, and their directors, for all all losses, damages, claims, liabilities, costs, fees (including legal fees) and expenses of whatever kind suffered, threatened to be suffered, or incurred by TSS including, without prejudice to the generality of the foregoing, any losses relating to redundancy, notice pay, pay in lieu of notice, damages for wrongful dismissal, compensation for unfair dismissal incurred by TSS arising out of or in connection with any alterations or modifications to the Services requested by You, inclusive of any alterations or modifications requested by You in relation to the personnel providing the Services and;

 

(a)     as a result of a breach of any warranties contained in these terms and conditions by You;

(b)     as a result of any test purchase failure;

(c)     for the completion of any Additional Tasks;

(d)     as a result of any wilful or negligent act or omission by You (including employees or agents);

(e)     as a result of any personal injury or action that results in the death of any person; or

(f)      as a result of any deviation by the management of the Premises or any employee of You from the Maximum Capacity.

 

7.2     You shall maintain appropriate insurance of one million pounds (£1,000,000) sterling during the applicability of the Contract to ensure appropriate coverage and compensation is available to TSS.

 

8. TUPE

 

8.1     It is understood by TSS and You that at the start or the termination of the Services (or any part of them) is expected to constitute a relevant transfer for the purposes of TUPE.

 

8.2     If, despite condition 8.1, the employment or engagement of any person is found or alleged to have transferred to TSS by virtue of this agreement or TUPE on the start of the Services (or any part of them), then:

 

(a)     TSS shall notify You within seven (7) days of becoming aware of that fact;

(b)     You may, within five (5) days after the date of the notice in condition 8.2(a), make an offer of employment or engagement to the relevant person (or procure that a former supplier does) and shall promptly notify TSS of any offer that is made; and

(c)     TSS shall release the relevant person from their employment or engagement if the offer is accepted or, if no offer is made or accepted, terminate their employment or engagement within three (3) days of the expiry of the five (5) day period referred to in condition 8.2(b).

 

8.3     In the event that TSS is required to employ Security Personnel as a result of the TUPE, You agree that You will indemnify TSS, and their directors (where applicable), for all liabilities, losses, damages, claims, costs, fees (including legal fees) and expenses threatened or incurred by TSS relating to such persons for a period of twenty-four (24) months from the date of transfer of employment.

 

9. NON-SOLICITATION

 

9.1     You shall not, for a period of twelve (12) months after the termination of the provision of Services to You by TSS, enter into a contract of, or for, services that are identical or similar to the Services with any Security Personnel.

 

9.2     If You breach the provisions of condition 9.1, TSS retains the right to charge You, and you shall be liable to pay to TSS, a fee equal to three (3) months of salary of the said Security Personnel. This shall be calculated by taking the average number of hours worked over a period of four (4) weeks in order to calculate the weekly salary. The weekly salary shall be multiplied by twelve (12) to calculate the compensation due to TSS.

 

10. DATA PROTECTION

 

10.1   We both will individually comply with all applicable requirements of Data Protection Laws. This condition 10.1 is in addition to, and does not relieve, remove or replace, any obligations or rights on either of Us under the Data Protection Laws.

 

10.2   We acknowledge that the facts of any transfer of personal data under Data Protection Laws are dictated by the facts of the said transfer. However, it is accepted by both of Us that they will likely be independent controllers of personal data that is transferred to provide the Services under the Contract.

 

10.3. We will communicate in a timely fashion, in good faith, and using appropriate technical and organisational measures where: (i) a data subject exercises their rights under Data Protection Laws, and / or (ii) an incident occurs that involves, any personal data transferred between them to comply with the obligations of these terms and conditions. We shall both ensure that We take all necessary actions to comply with the relevant Data Protection Laws.

 

10.4. If personal data is transferred to a greater extent that the minimum required to comply with the obligations of these terms and conditions, We shall negotiate in good faith an appropriate data sharing agreement to comply with the relevant Data Protection Laws.

 

11. INTELLECTUAL PROPERTY

 

11.1   Nothing in the provision of Services by TSS to You shall constitute a transfer, or licence to use, of any Intellectual Property Rights, save as expressly outlined in these terms and conditions.

 

11.2   You grant to TSS a fully paid up, worldwide, non-exclusive, royalty fee licence during the term of the Contract to use Your Intellectual Property Rights for the purposes of: (i) advertising the commercial relationship between You and TSS, and (ii) at the sole discretion of TSS, the promotion of your events or Premises on the TSS social media accounts.

 

12      TERMINATION & CONSEQUENCES OF TERMINATION

 

12.1   Either TSS or You can terminate a Contract for Services by providing at least thirty (3) days notice, in accordance with clause 13.1.

 

12.2   On the service of notice under clause 12.1:

 

(a)          TSS reserves the right to invoice You for any Invoice Amount immediately;

(b)          You shall return any intellectual property belonging to TSS (including but not limited to any applicable site pack).

 

12.3   Prior to the return of any intellectual property belonging to TSS, You shall keep safe and ensure that no other party may view, or obtain access to, the said intellectual property.

 

13. GENERAL

 

13.1   Any notice served under the Contract shall be in writing and shall be sent by email. The notice shall be deemed to have been received on:

         

(a)          email, where an automatic response has been received – the date after the automatic indicates the person returns to work. 

(b)          email, where the email was sent after 17:00 and before 09:00 – the next working day at 10:00. 

(c)          email, where an automatic response has not been received: – the date and time of transmission.

 

13.2   Neither of Us shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control. For the avoidance of doubt, the failure of Security Personnel to attend their scheduled shift shall be considered to be a force majeure event if TSS uses reasonable endeavours to locate the said Security Personnel or attempt to find a suitable solution.

 

13.3   You shall not be entitled to assign, sub-contract or dispose of any rights or obligations under the Contract unless authorised in writing by a TSS director.

 

13.4   Except as set out in the Contract, no variation shall be effective unless it is authorised in writing by a TSS director and agreed with You.

 

13.5   A waiver of any right or remedy under these terms and conditions or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

         

13.6   If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of the terms and conditions is deleted under this condition 13.6. We shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

 

13.6   Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contract (Third Party Rights) (Scotland) Act 2017 for any third party to enforce or otherwise invoke any term of the Contract.

 

13.7   The Contract shall be exclusively governed by Scots law. We both agree that the exclusive jurisdiction for the Contract shall be the courts of Scotland.

 

 

 

SERVICES SCHEDULE

 

SERVICES SCHEDULE

 

CLIENT NAME / YOU	[INSERT NAME OF CLIENT]
CLIENT CONTACT NUMBER	[INSERT CONTACT NUMBER OF CLIENT]
CLIENT EMAIL ADDRESS	[INSERT EMAIL OF CLIENT]
PREMISES NAME	[INSERT NAME OF PREMISES]
PREMISES ADDRESS	[INSERT ADDRESS OF PREMISES]
PREMISES OPERATING HOURS	MONDAY
	TUESDAY
	WEDNESDAY
	THURSDAY
	FRIDAY
	SATURDAY
	SUNDAY
PREMISES MAXIMUM CAPACITY	[INSERT MAXIMUM CAPACITY OF PREMISES]
ADDITIONAL NOTES ON PREMISES	[INSERT SUPPLEMENTAL NOTES ON PREMISES]
INVOICE FREQUENCY	[INSERT HOW OFTEN YOU INVOICE THE CLIENT]
MINIMUM HOURS	[six (6) hours per Security Personnel] OR  [ four (4) hours per Security Personnel]

 

 

 

 

 

 

PREMISES REQUIREMENT FOR SECURITY PERSONNEL
DAY	NUMBER OF SECURITY PERSONNEL	TIMES REQUIRED
MONDAY
TUESDAY
WEDNESDAY
THURSDAY
FRIDAY
SATURDAY
SUNDAY
Such requirements can be amended from time to time by providing at least one (1) week’s notice to TSS directors.   Please contact: info@tailoredsecurityservices.co.uk.

 

 

TABLE OF SECURITY PERSONNEL FEES
POSITION (LEVEL OF QUALIFICATION)	FEE (£)
Director (SIA Door Supervisor)	[X]
Director (SIA Close Protection)	[X]
Head Door Steward (SIA Door Supervisor)	[X]
Senior Door Steward (SIA Door Supervisor)	[X]
Door Steward (SIA Door Supervisor)	[X]

 

 

 

GCFW – Service Schedule

 

SERVICES SCHEDULE

 

CLIENT NAME / YOU	[INSERT NAME OF CLIENT]
CLIENT CONTACT NUMBER	[INSERT CONTACT NUMBER OF CLIENT]
CLIENT EMAIL ADDRESS	[INSERT EMAIL OF CLIENT]
PREMISES NAME	[INSERT NAME OF PREMISES]
PREMISES ADDRESS	[INSERT ADDRESS OF PREMISES]
PREMISES OPERATING HOURS	MONDAY
	TUESDAY
	WEDNESDAY
	THURSDAY
	FRIDAY
	SATURDAY
	SUNDAY
PREMISES MAXIMUM CAPACITY	[INSERT MAXIMUM CAPACITY OF PREMISES]
ADDITIONAL NOTES ON PREMISES	[INSERT SUPPLEMENTAL NOTES ON PREMISES]
INVOICE FREQUENCY	[INSERT HOW OFTEN YOU INVOICE THE CLIENT]
MINIMUM HOURS	[six (6) hours per Security Personnel] OR  [ four (4) hours per Security Personnel]

 

 

 

 

 

 

PREMISES REQUIREMENT FOR SECURITY PERSONNEL
DAY	NUMBER OF SECURITY PERSONNEL	TIMES REQUIRED
MONDAY
TUESDAY
WEDNESDAY
THURSDAY
FRIDAY
SATURDAY
SUNDAY
Such requirements can be amended from time to time by providing at least one (1) week’s notice to TSS directors.   Please contact: info@tailoredsecurityservices.co.uk.

 

 

TABLE OF SECURITY PERSONNEL FEES
POSITION (LEVEL OF QUALIFICATION)	FEE (£)
Director (SIA Door Supervisor)	[X]
Director (SIA Close Protection)	[X]
Head Door Steward (SIA Door Supervisor)	[X]
Senior Door Steward (SIA Door Supervisor)	[X]
Door Steward (SIA Door Supervisor)	[X]