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Terms and Conditions

Standard Terms of Business – Roadshow Security Limited (“Roadshow”)

1. Definitions and Interpretation

1.1. In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:

“Business Day”
means, any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in England
“Client”
Means the party to whom Roadshow provides its services under these terms as amended or modified by any annexed memorandum of terms
“Commencement Date”
means the date on which this Agreement comes into force as set out in the Memorandum and otherwise pursuant to Clause 8 below;
“Confidential Information”
means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with this Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);
“Memorandum”
The memorandum of specific terms relating to the contract specifics agreed between the Client and Roadshow and signed by the parties into which these terms are incorporated
“Premises”
means the Client’s Premises at the address set out in the Memorandum or such other Premises as may be notified from time to time by the Client to Roadshow and which Roadshow shall agree to attend;
“Security Guard”
means a qualified, trained, SIA licenced security guard supplied by Roadshow who shall be either an employee or a sub-contractor of Roadshow;
“Services”
means the manned security guarding services to be provided by Roadshow to the Client as set out in Clause 2 and the Memorandum;
“SIA”
means the Security Industry Authority, the regulatory body for the private security industry in the United Kingdom;
“Term”
means the term of this Agreement as set out in the Memorandum
1.2. Unless the context otherwise requires, each reference in this Agreement to:
  • 1.2.1. “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
  • 1.2.2. a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
  • 1.2.3. “this Agreement” is a reference to this Agreement and each of the Schedules as amended or supplemented at the relevant time;
  • 1.2.4. a Schedule is a schedule to this Agreement; and
  • 1.2.5. a Clause or paragraph is a reference to a Clause of this Agreement (other than the Schedules) or a paragraph of the relevant Schedule.
  • 1.2.6. a "Party" or the "Parties" refer to the parties to this Agreement.

1.3. The headings used in this Agreement are for convenience only and shall have no effect upon the interpretation of this Agreement.

1.4. Words imparting the singular number shall include the plural and vice versa.

1.5. References to any gender shall include the other gender.

2. The Manned Guarding Services

2.1. Roadshow shall, throughout the continuance of this Agreement, provide the Services to the Client and the Client shall promptly obtain, maintain and make available all necessary assets, premises and other facilities required for the provision of the Services.

2.2. Roadshow shall provide the Services described in the Memorandum at the Premises.

2.3. Prior to the commencement of the Services, an authorised representative of Roadshow shall carry out a site survey of the Premises and shall gather information including, but not limited to:
  • 2.3.1. The layout of the Premises;
  • 2.3.2. The location of any and all entrances and exits (including fire exits);
  • 2.3.3. Details of any and all security systems and equipment currently in place;
  • 2.3.4. Details of any and all existing security procedures;
  • 2.3.5. Any other specific services/surveys as detailed on the Memorandum
2.4. If Roadshow commits any breach of any of the terms and conditions of this Agreement by failing to provide any of the Services or commits any breach which otherwise adversely affects the provision of the Services, Roadshow has the right to remedy such breach within 20 Business Days of notice from the Client, without incurring any penalty of any nature whatsoever.
3. Sub-Contracting

3.1. When providing Security Guards, Roadshow shall be free to use sub-contractors provided that such subcontractors are suitably qualified, trained and SIA licenced.

3.2. Any sub-contractor Security Guards appointed by Roadshow shall, for the purposes of this Agreement, be acting on behalf (and under the instruction of) Roadshow.

3.3. Any actions or breaches undertaken or committed by any such sub-contractor Security Guards shall be deemed to be an action or breach undertaken or committed by Roadshow. References to “Roadshow” shall be deemed, where relevant, to include references to such sub-contractor Security Guards.

3.4. Any and all insurance policies referred to under Clause 5 shall cover all sub-contractors appointed under this Agreement.

4. Client’s Obligations

4.1. The Client shall allow Roadshow, the Security Guard(s) and other authorised personnel of Roadshow access at all reasonable times to the Premises for the purpose of providing the Services.

4.2. The Client shall provide Roadshow and/or the Security Guard(s) with such information in connection with the Premises and the performance of the Services as Roadshow and/or the Security Guard(s) may from time to time reasonably require.

4.3. The Client shall provide Roadshow with any information reasonably required prior to the commencement of the Services.

4.4. The Client and Roadshow shall each use all reasonable endeavours to keep each other informed of any special requirements applicable to the rendering of the Services.
  • 4.4.1. To the extent necessary and appropriate Roadshow shall promptly take steps to comply with any such special requirements.
  • 4.4.2. These steps shall not give rise to any increase in the fees payable pursuant to Clause 6, but if they give rise to a reduction in the actual cost to Roadshow of providing the Services then the fees payable pursuant to Clause 6 shall be reduced accordingly.
4.5. If the Client or any third party, not being a subcontractor of Roadshow, shall omit or commit anything which prevents or delays Roadshow from undertaking or complying with any of its obligations under this Agreement, then Roadshow shall notify the Client as soon as possible and Roadshow shall have no liability in respect of any delay in the provision of the Services so occasioned.
5. Insurance and Liability
5.1. Roadshow shall have in place, for at least the duration of this Agreement, the following insurance policies:
  • 5.1.1. Public liability insurance with a minimum limit of indemnity of £10,000,000 in any one occurrence; and
  • 5.1.2. Employers liability insurance with a minimum limit of indemnity of £10,000,000 in any one occurrence.
5.2. Roadshow shall, on request by the Client, promptly deliver to the Client copies of the policies and cover notes in effect in respect of the insurance referred to in sub-Clause 5.1 duly certified as true copies together with evidence that all premiums thereon are duly paid up to date.
  • 5.2.1. Any act or omission of any subsidiary, employee, sub-contractor, representative or agent of Roadshow involved in the performance of this Agreement shall be considered in relation to this Agreement as an act or omission of Roadshow.
6. Payments and Records

6.1. The Client shall pay Roadshow in accordance with the provisions of the Memorandum for the Services provided by Roadshow in accordance with the terms of this Agreement.

6.2. All sums payable by either Party pursuant to this Agreement are exclusive of any value added or other tax (except corporation tax) or other taxes on profit, for which that Party shall be additionally liable.

6.3. All payments required to be made pursuant to this Agreement by either Party shall (unless otherwise stated in the Memorandum) be made within 30 days of the date of the relevant invoice in £ sterling in cleared funds to such bank in the England as the other Party may from time to time nominate, without any set-off, withholding or deduction except such amount (if any) of tax as that Party is required to deduct or withhold by law.

6.4. If either Party is required by law to make any tax deduction or withholding in relation to any payment which it is required to make pursuant to this Agreement, it shall do all things in its power which may be necessary to enable or assist the Party to whom the payment is due to claim exemption from or (if that is not possible) a credit for that deduction or withholding under any applicable double taxation or similar agreement from time to time in force, and shall from time to time give the Party to whom the payment is due proper evidence as to the deduction or withholding and payment over the tax deducted or withheld.

6.5. Where any payment pursuant to this Agreement is required to be made on a day on which is not a Business Day, it may be made on the next following Business Day.

6.6. Each Party shall:
  • 6.6.1. keep, or ensure that there are kept, such records and books of account as are necessary to enable the amount of any sums payable by it pursuant to this Agreement to be accurately calculated;
  • 6.6.2. at the reasonable request of the other Party, allow the other Party or its agent to inspect those records and books of account and, to the extent that they relate to the calculation of those sums, to take copies of them
6.7. If either Party fails to pay on the due date any amount which is payable to the other pursuant to this Agreement then, without prejudice to sub-Clause, that amount shall bear interest from the due date until payment is made in full, both before and after any judgment, at 10% per annum over Natwest Bank Plc base rate from time to time.
7. Confidentiality
7.1. Each Party undertakes that, except as provided by sub-Clause 7.2 or as authorised in writing by the other Party, it shall, at all times during the continuance of this Agreement and for 2 years after its termination:
  • 7.1.1. keep confidential all Confidential Information;
  • 7.1.2. not disclose any Confidential Information to any other party;
  • 7.1.3. not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of this Agreement (including, but not limited to, the provision of the Services);
  • 7.1.4. not make any copies of, record in any way or part with possession of any Confidential Information; and
  • 7.1.5. ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that Party, would be a breach of the foregoing provisions of this clause.
7.2. Either Party may:
7.2.1. disclose any Confidential Information to:
  • 7.2.1.1. any sub-contractor or supplier of that Party;
  • 7.2.1.2. any governmental or other authority or regulatory body; or
  • 7.2.1.3. any employee or officer of that Party or of any of the aforementioned persons, parties or bodies;
  • 7.2.1.4. to such extent only as is necessary for the purposes contemplated by this Agreement (including, but not limited to, the provision of the Services), or as required by law, and in each case subject to that Party first informing the person, party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body as is mentioned in sub-Clause 7.2.1.2 above or any employee or officer of any such body) obtaining and submitting to the other Party a written undertaking from the person in question, as nearly as practicable in the terms of this Clause, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and
  • 7.2.1.5. use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of this Agreement, or at any time after that date becomes, public knowledge through no fault of that Party, provided that in doing so that Party does not disclose any part of that Confidential Information which is not public knowledge.
7.3. The provisions of this Clause shall continue in force in accordance with their terms, notwithstanding the termination of this Agreement for any reason.
8. Term and Termination
8.1. Either Party may terminate this Agreement by giving to the other not less than 30 days written notice (or such other period as may be specified in the Memorandum) to expire on or at any time after the contract end date set out in the Memorandum
8.2. Either Party may immediately terminate this Agreement by giving written notice to the other Party if:
  • 8.2.1. any sum owing to that Party by the other Party under any of the provisions of this Agreement is not paid within 20 Business Days of the due date for payment;
  • 8.2.2. the other Party commits any other breach of any of the provisions of this Agreement and, if the breach is capable of remedy, fails to remedy it within 20 Business Days after being given written notice giving full particulars of the breach and requiring it to be remedied;
  • 8.2.3. an encumbrancer takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party;
  • 8.2.4. the other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
  • 8.2.5. the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under this Agreement);
  • 8.2.6. anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party;
  • 8.2.7. that other Party ceases, or threatens to cease, to carry on business; or
  • 8.2.8. control of that other Party is acquired by any person or connected persons not having control of that other Party on the date of this Agreement. For the purposes of this Clause, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.
  • 8.2.9. For the purposes of sub-Clause 8.2.2, a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.
  • 8.2.10. The rights to terminate this Agreement given by this Clause shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.

8.3. Before referring any dispute to court under this agreement, the Parties will attempt to settle the dispute by mediation in accordance with the Centre for Effective Dispute Resolution Model Mediation Procedure.

8.4. Neither Party may commence any court proceedings in relation to any dispute arising from this agreement until it has attempted to settle the dispute by mediation and either the mediation has been unsuccessful or the other Party has refused to participate in a mediation.

8.5. Clause 8.4 above is without prejudice to each Party’s right to seek interim relief against the other Party through any court of competent jurisdiction to protect its rights and interests, or to enforce the obligations of the other Party.

9. Effects of Termination
9.1. Upon the termination of this Agreement for any reason:
  • 9.1.1. any sum owing by either Party to the other under any of the provisions of this Agreement shall become immediately due and payable;
  • 9.1.2. Clauses1, 7, 12 and 13 shall remain in effect;
  • 9.1.3. any rights or obligations to which any of the Parties to this Agreement may be entitled or be subject before its termination shall remain in full force and effect;
  • 9.1.4. termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any Party may have in respect of any breach of this Agreement which existed at or before the date of termination;
  • 9.1.5. subject as provided in this Clause and except in respect of any accrued rights neither Party shall be under any further obligation to the other; and
  • 9.1.6. each Party shall (except to the extent referred to in Clause 7) immediately cease to use, either directly or indirectly, any Confidential Information, and shall immediately return to the other Party any documents in its possession or control which contain or record any Confidential Information.
10. Force Majeure

10.1. Neither Party to this Agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party.

10.2. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.

11. Nature of the Agreement

11.1. Each Party shall be entitled to perform any of the obligations undertaken by it and to exercise any rights granted to it under this Agreement through any other member of its group, provided that any act or omission of that other member shall, for all the purposes of this Agreement, be deemed to be the act or omission of the Party in question.

11.2. Subject to sub-Clause 11.1 and Clause 3 this Agreement is personal to the Parties and neither Party may assign, mortgage, or charge (otherwise than by floating charge) or sub-licence any of its rights hereunder, or sub-contract or otherwise delegate any of its obligations hereunder, except with the written consent of the other Party, such consent not to be unreasonably withheld.

11.3. This Agreement contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.

11.4. Each Party acknowledges that, in entering into this Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

11.5. No failure or delay by either Party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

11.6. At any time after the date hereof each of the Parties shall, at the request and cost of another Party, execute or procure the execution of such documents and do or procure the doing of such acts and things as the Party so requiring may reasonably require for the purpose of giving to the Party so requiring the full benefit of all the provisions of this Agreement.

12. Costs
12.1. Subject to any provisions to the contrary each Party to this Agreement shall pay its own costs of and incidental to the negotiation, preparation, execution and carrying into effect of this Agreement.
13. Notices
13.1. All notices under this Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
13.2. Notices shall be deemed to have been duly given:
  • 13.2.1. when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or
  • 13.2.2. when sent, if transmitted by fax or e-mail and a successful transmission report or return receipt is generated; or
  • 13.2.3. on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
  • 13.2.4. on the tenth business day following mailing, if mailed by airmail, postage prepaid.
  • 13.2.5. in each case addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.
14. Time
14.1. Roadshow shall use all reasonable endeavours to complete provision of the Services within estimated time frames but time shall not be of the essence in the performance of any Services.
15. Relationship of the Parties

15.1. Nothing in this Agreement shall constitute, or be deemed to constitute, a partnership between the Parties nor, except as expressly provided, shall it constitute, or be deemed to constitute an agency of any other Party for any purpose.

15.2. Subject to any express provisions to the contrary in this Agreement, Roadshow shall have no right or authority to and shall not do any act, enter into any contract, make any representation, give any warranty, incur any liability, assume any obligation, whether express or implied, of any kind on behalf of the Client or bind the Client in any way.

16. Set Off
16.1. The Client may not withhold payment of, or make any deduction from, any invoice or other amount due to Roadshow by reason of any right of set-off or counterclaim which the Client may have or allege to have or for any reason whatsoever.
17. Severance
17.1. The Parties agree that, If one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable.
18. Law and Jurisdiction

18.1. This Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

18.2. Any dispute, controversy, proceedings or claim between the Parties relating to this Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.