Terms & Conditions
1. Interpretation
1.1 Definitions
In these Conditions, the following definitions apply:
Term — Definition
UR Secure — UR Secure Limited, registered in England and Wales with company number 12083382, whose registered address is . Berkeley house 134, Berkeley Square, London,W1J 6BD
Client — The person, firm, company, local authority, venue, hotel, retailer, event organiser or other organisation that purchases or receives Services from UR Secure.
Conditions — These terms and conditions, together with any documents referred to within them, as amended from time to time by UR Secure.
Contract — The contract between UR Secure and the Client for the supply of Services in accordance with these Conditions.
Contract Documents — The Quotation, Order Acknowledgement, service specification, assignment instruction, scope of works, purchase order or other written document forming part of the Contract.
Commencement Date — The date on which the Contract comes into force under clause 2.5.
Confidential Information — Any information disclosed by one party to the other which is confidential, commercially sensitive, operationally sensitive, security-sensitive, personal, client-specific or not generally available to the public.
Default — Any act, omission, delay, failure, instruction, inaccuracy, access issue, non-payment or breach by the Client which prevents or delays UR Secure from performing its obligations.
Fees — The charges payable by the Client for the Services, as set out in the Quotation, Order Acknowledgement or other Contract Document.
Materials — Any documents, information, data, access details, plans, drawings, site rules, risk assessments, client instructions, event documents, policies, images, logs, keys, cards, access devices or other material provided by the Client to UR Secure.
Order — The Client’s request, instruction, purchase order or confirmation to purchase Services from UR Secure.
Order Acknowledgement — Written acknowledgement by UR Secure confirming acceptance of the Order.
Personnel — UR Secure employees, officers, supervisors, managers, agents, consultants or approved subcontractors engaged in the delivery of the Services.
Quotation — The written quotation, proposal or pricing document provided by UR Secure to the Client.
Services — The security services specified in the Quotation, Order Acknowledgement, assignment instruction, service specification or other Contract Document, including where applicable security guarding, retail security, hotel security, events security, supervision, patrols, access control, incident response, customer-facing security support, concierge-style security, crowd-aware security support, emergency support and related security duties.
Site — The premises, venue, hotel, retail location, event location, building, land, estate or other location where UR Secure is required to provide the Services.
SIA — The Security Industry Authority or any successor body responsible for licensing and regulating licensable security activities in the United Kingdom.
Force Majeure Event — An event or circumstance beyond the reasonable control of UR Secure, as further described in clause 12.
Working Day — Any day other than a Saturday, Sunday or public holiday in England.
1.2 Interpretation
(a) A person includes a natural person, corporate or unincorporated body, whether or not having separate legal personality.
(b) A reference to a party includes its successors and permitted assigns.
(c) A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time and includes subordinate legislation.
(d) Clause headings are for convenience only and shall not affect interpretation.
(e) Words such as “including”, “include”, “in particular” or “for example” are illustrative and do not limit the general meaning of the words that come before them.
(f) A reference to writing or written includes email.
(g) Words in the singular include the plural and words in the plural include the singular.
(h) Any obligation on the Client shall include an obligation to ensure compliance by its employees, agents, contractors, visitors, tenants, guests, residents, customers, event attendees and representatives where relevant to the Services.
2. Basis of Contract
2.1 Contract documents
The Contract shall be made up of the following documents, in order of priority:
(a) the Order Acknowledgement; (b) these Conditions; (c) the Quotation; (d) any agreed service specification, scope of works or assignment instruction; and (e) the Order.
2.2 Conflict between documents
If there is any conflict or ambiguity between the documents listed in clause 2.1, a term contained in a document higher in the list shall have priority over a term contained in a document lower in the list.
2.3 Application of Conditions
These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.4 Quotations
A Quotation issued by UR Secure shall not constitute an offer. Unless stated otherwise, a Quotation shall be valid for 28 days from the date of issue.
The Quotation is based on the information supplied by the Client. The Client is responsible for ensuring that the information provided to UR Secure is complete and accurate.
2.5 Formation of Contract
The Order constitutes an offer by the Client to purchase the Services in accordance with these Conditions.
The Order shall only be deemed accepted when UR Secure issues an Order Acknowledgement or begins providing the Services, whichever occurs first. At that point, the Contract shall come into existence.
2.6 Errors and omissions
UR Secure may correct any typographical, clerical or other error or omission in any Quotation, Order Acknowledgement, invoice, proposal, assignment instruction or other document without liability.
2.7 Client satisfaction with scope
The Client is responsible for ensuring that the Services described in the Quotation, service specification or Order Acknowledgement meet its requirements before placing the Order.
2.8 Security advice
Unless expressly agreed in writing, UR Secure does not act as the Client’s general security consultant, legal adviser, fire safety adviser, premises licensing adviser, counter terrorism compliance adviser or statutory duty holder.
Any observations, comments or recommendations made by UR Secure are provided in good faith and do not remove the Client’s responsibility to assess and comply with its own legal, regulatory, premises, insurance, licensing, health and safety or contractual obligations.
3. Provision of Services
3.1 Services to be supplied
UR Secure shall provide the Services set out in the Quotation, Order Acknowledgement, assignment instruction, service specification or other Contract Document.
3.2 Standard of service
UR Secure shall provide the Services using reasonable care and skill.
3.3 Service dates and times
UR Secure shall use reasonable endeavours to meet any agreed service dates, times, shifts or deployment requirements. Unless expressly stated in writing, time shall not be of the essence.
3.4 Changes required by law or risk
UR Secure reserves the right to amend the Services where necessary to comply with law, regulation, SIA requirements, health and safety duties, insurance requirements, emergency conditions, operational risk, safeguarding concerns, information security requirements or any other reasonable operational requirement.
Where practicable, UR Secure shall notify the Client of such amendment.
3.5 Unsafe, unlawful or unreasonable instructions
UR Secure shall not be required to perform any Service or instruction where, in its reasonable opinion, doing so would:
(a) expose Personnel to unacceptable risk of harm; (b) expose any person to avoidable danger; (c) breach applicable law, regulation, SIA licensing requirements or professional standards; (d) breach health and safety, data protection, employment, equality, information security or safeguarding requirements; (e) require Personnel to act outside their licence, training, competence or authority; (f) require unlawful restraint, use of force, surveillance, search, removal or detention; (g) create unmanaged fatigue, lone-working, welfare or psychosocial risk; or (h) create a material security, reputational or operational risk.
UR Secure may suspend, vary or refuse the affected part of the Services where this clause applies.
3.6 No guarantee of prevention
The Client acknowledges that:
(a) the purpose of the Services is to support security, deterrence, observation, reporting, escalation and response; (b) UR Secure cannot guarantee that crime, loss, disorder, unauthorised access, terrorism, violence, damage, injury, disruption or other security incidents will not occur; (c) security services reduce risk but do not remove risk; (d) the Client remains responsible for the safety, legal compliance, suitability and management of the Site; and (e) the Client should maintain appropriate insurance for its premises, assets, operations, business interruption, liabilities and risks.
3.7 Ancillary duties
UR Secure may agree to perform reasonable ancillary duties where they support the Services. However, unless expressly agreed in writing, UR Secure does not provide specialist services outside security, including facilities management, medical care, fire safety management, event management, premises licensing management, safeguarding management, cleaning, maintenance, valet, reception management or guest services.
Where Personnel are requested to undertake ancillary duties, the Client remains responsible for confirming that such duties are lawful, safe, insured and within the agreed scope.
4. Personnel, Licensing and Competence
4.1 Personnel selection
UR Secure shall take reasonable steps to deploy suitable Personnel for the Services, considering the nature of the assignment, Client requirements, competence, experience, licensing and operational need.
4.2 SIA licensing
Where the Services include licensable activity, UR Secure shall take reasonable steps to ensure that Personnel hold the required SIA licence for the licensable activity they are deployed to perform.
4.3 Client instructions and licensing
The Client shall not instruct Personnel to undertake duties outside the scope of their licence, competence, assignment instruction or lawful authority.
4.4 Replacement Personnel
UR Secure may replace Personnel at any time where reasonably necessary, including due to sickness, absence, welfare, fatigue, licensing, performance, operational need, client requirement, safety concern or business continuity.
4.5 Client rejection of Personnel
If the Client reasonably objects to a member of Personnel, the Client shall notify UR Secure promptly and provide reasons. UR Secure shall review the concern and, where appropriate, provide replacement Personnel.
The Client shall not discriminate unlawfully or request removal of Personnel for any reason connected to a protected characteristic.
4.6 Uniform and appearance
Unless otherwise agreed, Personnel shall wear UR Secure uniform or assignment-appropriate dress. The Client shall not require Personnel to wear clothing or branding that creates licensing, safety, impersonation, equality, reputational or professional concerns.
5. Client Obligations
5.1 General obligations
The Client shall:
(a) provide UR Secure with access to the Site and all facilities reasonably required to provide the Services; (b) provide accurate, complete and timely information required for the Services; (c) provide relevant site rules, emergency procedures, risk assessments, access procedures, escalation routes and contact details; (d) provide suitable welfare facilities for Personnel, including toilets, drinking water, rest arrangements and reasonable shelter or accommodation where appropriate; (e) ensure that the Site is safe and legally compliant; (f) notify UR Secure of known hazards, risks, incidents, restrictions, licence conditions, security issues or operational concerns affecting the Services; (g) ensure that any Client-provided equipment, systems, radios, keys, passes, access cards, apps, portals or devices are suitable, safe and available; (h) ensure that its employees, agents, contractors and representatives cooperate with UR Secure; (i) provide reasonable access for mobilisation, handover, supervision, review, audit and demobilisation; (j) ensure the accuracy and legality of all Materials supplied to UR Secure; and (k) comply with its payment obligations.
5.2 Site safety
The Client shall ensure that the Site is a safe working environment and that UR Secure is informed of any matter that may affect Personnel safety, including:
(a) violence or aggression risks; (b) lone-working conditions; (c) high-risk individuals or known offenders; (d) fire, evacuation, invacuation or lockdown arrangements; (e) hazardous substances or unsafe environments; (f) construction, maintenance or works activity; (g) crowd, queue, guest, customer or public-order risks; (h) severe weather or environmental exposure; (i) safeguarding concerns; (j) specific hotel, retail, event or site rules; and (k) any other relevant operational hazard.
5.3 Information and materials
The Client shall provide all information, documentation, passes, keys, access codes, site plans, emergency contacts, permits, policies, assignment requirements and other Materials required to deliver the Services.
UR Secure shall not be liable for any delay, failure, loss, claim or additional cost arising from incomplete, inaccurate, late, missing or unsuitable Client information.
5.4 Client default
If UR Secure’s performance is prevented or delayed by any Default, UR Secure may:
(a) suspend the Services until the Default is remedied; (b) rely on the Default to relieve UR Secure from performance to the extent prevented or delayed; (c) charge the Client for wasted time, aborted attendance, additional supervision, replacement cover or additional costs; and (d) recover from the Client any costs, losses or expenses arising from the Default.
5.5 Facilities and welfare
The Client shall provide adequate facilities for Personnel, including, where relevant, rest breaks, toilet access, drinking water, heating, lighting, shelter, safe access, welfare space, communication arrangements and arrangements for night work, lone work or extended deployments.
Where facilities are not provided, UR Secure may suspend, vary or limit the Services without liability.
5.6 Client equipment and systems
Where the Client requires Personnel to use Client systems or equipment, the Client shall ensure that such systems and equipment are safe, functional, lawful, secure, insured and suitable.
UR Secure shall not be liable for failures of Client systems, including CCTV, access control, radios, Wi-Fi, alarm systems, apps, reporting portals or other Client-provided technology.
6. Assignment Instructions and Operational Requirements
6.1 Assignment instructions
Where required, UR Secure may prepare or maintain assignment instructions, post instructions, deployment instructions or similar operational documents.
Assignment instructions may include:
(a) duties and scope; (b) reporting lines; (c) emergency procedures; (d) access control requirements; (e) incident reporting; (f) client escalation contacts; (g) welfare arrangements; (h) information security requirements; (i) site-specific risks; (j) patrol or observation requirements; and (k) service-specific requirements for guarding, retail, hotel or events security.
6.2 Client approval
The Client shall review and approve any assignment instruction or service specification where required. The Client shall promptly notify UR Secure if any information is inaccurate, incomplete, unsafe or inconsistent with the Client’s requirements.
6.3 Changes to assignment instructions
No material change to assignment instructions, duties, service scope, escalation routes, staffing levels, deployment requirements or reporting arrangements shall be effective unless agreed in writing by UR Secure.
6.4 Client requests outside scope
If the Client requests additional duties, increased hours, additional Personnel, increased supervision, enhanced reporting, emergency cover, specialist deployment, search support, event changes or other services outside the agreed scope, UR Secure may charge additional Fees.
6.5 Emergency instructions
During an emergency or serious incident, Personnel shall act within their role, training, licence, competence and authority. Client instructions shall not override safety, legality, SIA requirements, emergency service direction or UR Secure’s duty of care to Personnel.
7. Prices and Payment Terms
7.1 Fees
The Fees for the Services shall be as set out in the Quotation, Order Acknowledgement or other Contract Document.
Unless stated otherwise, Fees are exclusive of VAT, expenses, travel, accommodation, parking, congestion charges, ULEZ, tolls, subsistence, equipment, uniform variations, additional supervision and other reasonable costs.
7.2 Minimum charges
Unless otherwise agreed in writing, Services may be subject to a minimum shift charge or minimum call-out charge as set out in the Quotation or Order Acknowledgement.
Where no minimum is stated, UR Secure may apply a reasonable minimum charge having regard to the nature of the deployment and operational requirement.
7.3 Bank holidays and unsocial hours
Services provided on bank holidays, public holidays, Christmas Day, Boxing Day, New Year’s Day, emergency call-outs, short-notice deployments, overnight duties or other premium periods may be charged at enhanced rates.
Where no rate has been agreed, UR Secure may apply a reasonable enhanced rate.
7.4 Invoicing
UR Secure may invoice weekly, monthly, following completion of the Services or at such other intervals as agreed in writing.
7.5 Payment period
The Client shall pay each invoice in full and cleared funds within 30 days of the invoice date, unless otherwise agreed in writing.
Time for payment shall be of the essence.
7.6 No set-off
All amounts due under the Contract shall be paid in full without set-off, counterclaim, deduction or withholding, except where required by law.
7.7 Late payment
If the Client fails to pay any amount due by the due date, UR Secure may, without limiting any other right or remedy:
(a) charge interest on the overdue amount at 8% per annum above the Bank of England base rate from the due date until payment, whether before or after judgment; (b) recover statutory debt recovery costs and reasonable costs of collection; (c) suspend the Services; (d) withdraw credit terms; (e) require payment in advance for future Services; and (f) terminate the Contract in accordance with clause 13.
7.8 Price increases
UR Secure may increase the Fees by giving written notice to the Client where the increase is due to:
(a) changes requested by the Client; (b) additional duties, hours, Personnel or supervision; (c) changes to the Site or service environment; (d) changes in law, regulation, tax, insurance, licensing, labour cost, wage rates or statutory minimum wage; (e) increases in supplier, subcontractor, travel, accommodation, equipment or operational costs; (f) short-notice or emergency deployment; (g) Client delay, Default or failure to provide information; (h) changes in risk, welfare requirements or safety controls; or (i) any other factor beyond UR Secure’s reasonable control.
7.9 Disputed invoices
If the Client disputes an invoice, it shall notify UR Secure in writing within 7 days of receipt, stating the reason for dispute and the amount disputed.
The Client shall pay any undisputed amount by the due date. Failure to notify a dispute within this period shall not prevent a genuine dispute but may be taken into account when assessing reasonableness of non-payment.
8. Service Limitations
8.1 Nature of security services
The Client acknowledges that security services are risk-reduction services and not absolute guarantees.
UR Secure does not guarantee that Personnel will prevent every incident, crime, loss, disorder, unauthorised access, injury, threat, damage, terrorism-related act, public order issue, data loss or business interruption.
8.2 Client responsibility
The Client remains responsible for:
(a) legal compliance at the Site; (b) premises licensing; (c) fire safety and emergency arrangements; (d) health and safety duties as occupier, operator, employer or controller of premises; (e) insurance; (f) building safety; (g) crowd management duties where applicable; (h) Martyn’s Law or Protect Duty responsibilities where applicable to the responsible person; (i) safeguarding arrangements; (j) risk assessments relating to the Client’s premises or operations; and (k) any specialist statutory duty not expressly accepted by UR Secure in writing.
8.3 Incident response
Personnel may provide reasonable assistance during incidents but shall not be required to act outside their role, licence, competence, training or lawful authority.
8.4 Searches, restraint and removal
Searches, restraint, removal, refusal of entry, ejection, detention or use of force shall only be undertaken where lawful, proportionate, necessary, authorised and within the scope of Personnel training, assignment instructions and applicable law.
8.5 Police and emergency services
UR Secure may contact police, ambulance, fire service or other emergency services where reasonably required. UR Secure shall not be liable for the decisions, attendance, non-attendance, delay, action or inaction of emergency services.
9. Suspension of Services
9.1 Right to suspend
UR Secure may suspend all or part of the Services without liability where:
(a) the Client fails to pay any amount due; (b) the Client fails to provide safe access, facilities or information; (c) Personnel are exposed to unacceptable risk; (d) the Client gives unlawful, unsafe or unreasonable instructions; (e) the Client is in material breach of the Contract; (f) the Site becomes unsafe or unsuitable; (g) there is a Force Majeure Event; (h) continuation of Services would breach law, regulation, SIA licensing or insurance requirements; or (i) suspension is reasonably necessary to protect Personnel, the public, the Client, UR Secure or any third party.
9.2 Effect of suspension
During suspension, the Client remains liable for Fees and costs incurred up to the date of suspension and for any agreed standing charges, retained cover, committed resources or unavoidable costs.
9.3 Reinstatement
Where Services are suspended due to Client Default, UR Secure shall use reasonable endeavours to reinstate Services after the Default is remedied, subject to availability of Personnel and resources.
10. Limitation of Liability
10.1 Liability not excluded
Nothing in the Contract shall limit or exclude UR Secure’s liability for:
(a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; (c) breach of any term that cannot lawfully be excluded or limited; or (d) any liability that cannot legally be limited or excluded.
10.2 Excluded losses
Subject to clause 10.1, UR Secure shall not be liable for:
(a) loss of profit; (b) loss of revenue; (c) loss of business; (d) loss of contract; (e) loss of goodwill or reputation; (f) loss of anticipated savings; (g) loss of data, except where directly caused by UR Secure’s proven breach of applicable data protection obligations; (h) business interruption; (i) indirect, special or consequential loss; (j) losses caused by Client Default; (k) losses caused by third parties, offenders, guests, customers, attendees, contractors or members of the public; (l) losses arising from Client systems, premises, equipment or information; or (m) losses that UR Secure could not reasonably foresee at the Commencement Date.
10.3 Liability cap
Subject to clause 10.1, UR Secure’s total liability to the Client arising under or in connection with the Contract, whether in contract, tort including negligence, breach of statutory duty or otherwise, shall not exceed the greater of:
(a) the total Fees paid by the Client to UR Secure under the Contract in the 12 months preceding the event giving rise to the claim; or (b) the amount actually recovered by UR Secure under its relevant insurance policy for the claim.
10.4 Security limitation
The Client acknowledges that UR Secure’s Fees are calculated on the basis that UR Secure is not insuring or underwriting the value of the Client’s premises, stock, assets, revenue, reputation, business, guests, customers, attendees, residents or operations.
10.5 Insurance
The Client shall maintain adequate insurance for its premises, assets, business interruption, liabilities, public liability, employer’s liability, events, guests, customers, residents, stock and other relevant risks.
10.6 Survival
This clause 10 shall survive termination or expiry of the Contract.
11. Indemnity
The Client shall indemnify and keep indemnified UR Secure against all liabilities, costs, expenses, damages and losses, including legal and professional costs, suffered or incurred by UR Secure arising out of or in connection with:
(a) Client Default; (b) inaccurate, incomplete or late Client information; (c) unsafe Site conditions; (d) unlawful, unsafe or unreasonable Client instructions; (e) acts or omissions of the Client, its employees, agents, contractors, visitors, guests, customers, residents or attendees; (f) third-party claims arising from Client-controlled operations; (g) failure by the Client to comply with legal, premises, licensing, health and safety, data protection or contractual obligations; (h) damage to UR Secure property, equipment, uniforms, documents, keys, cards, devices or records caused by the Client or persons under the Client’s control; (i) unauthorised use of UR Secure documents, reports, assignment instructions or intellectual property; and (j) any claim arising from Materials supplied by the Client.
12. Force Majeure
12.1 No liability for Force Majeure
UR Secure shall not be in breach of the Contract or liable for any delay or failure to perform its obligations where such delay or failure results from a Force Majeure Event.
12.2 Force Majeure Events
A Force Majeure Event may include:
(a) fire, flood, storm, severe weather or natural disaster; (b) pandemic, epidemic or public health emergency; (c) war, terrorism, civil unrest, riot, disorder or public emergency; (d) strike, labour dispute or industrial action; (e) failure of transport, utilities, communications, internet, power or systems; (f) failure or delay by suppliers, subcontractors or agencies; (g) emergency service instructions; (h) government, local authority, police, court or regulatory action; (i) sudden unavailability of Personnel due to circumstances beyond reasonable control; (j) site closure, evacuation, lockdown or access restriction; or (k) any other event beyond UR Secure’s reasonable control.
12.3 Mitigation
UR Secure shall use reasonable endeavours to mitigate the effect of the Force Majeure Event where practicable.
12.4 Extended Force Majeure
If a Force Majeure Event continues for more than 60 days, either party may terminate the Contract by written notice.
13. Termination
13.1 Termination for convenience
Subject to any minimum term, fixed-term event, committed deployment, notice period or agreed cancellation charge, either party may terminate the Contract by giving not less than one month’s written notice.
13.2 Termination by UR Secure
UR Secure may terminate the Contract immediately by written notice if:
(a) the Client fails to pay any amount by the due date; (b) the Client commits a material breach and, if remediable, fails to remedy it within 10 days of written notice; (c) the Client repeatedly breaches the Contract; (d) the Client gives unlawful, unsafe or unreasonable instructions; (e) Personnel are exposed to unacceptable risk; (f) the Client fails to provide safe access, facilities or information; (g) the Client’s financial position deteriorates such that UR Secure reasonably considers the Client may be unable to meet its obligations; (h) the Client enters administration, liquidation, insolvency, bankruptcy, receivership, moratorium or similar process; (i) the Client ceases or threatens to cease carrying on all or a substantial part of its business; or (j) continuation of the Services would create legal, regulatory, SIA, insurance, safety, welfare, reputational or operational risk for UR Secure.
13.3 Payment on termination
On termination or expiry, the Client shall immediately pay all outstanding invoices, accrued Fees, committed costs, cancellation charges, interest and any other sums due.
UR Secure may issue an invoice for Services supplied but not yet invoiced, which shall be payable immediately on issue.
13.4 Return of Client property
Following termination, UR Secure shall return Client keys, passes, cards, access devices or Materials in its possession, subject to payment of outstanding sums and reasonable arrangements for secure return.
UR Secure may retain such items for a reasonable period after termination and may securely destroy or return them if unclaimed after written notice.
13.5 Accrued rights
Termination shall not affect any rights, remedies, obligations or liabilities accrued up to the date of termination.
13.6 Survival
Any provision intended to survive termination shall continue in full force, including clauses relating to payment, confidentiality, data protection, liability, indemnity, intellectual property, non-solicitation and governing law.
14. Cancellation and Short-Notice Changes
14.1 Cancellation by Client
If the Client cancels, reduces or changes booked Services, UR Secure may charge cancellation fees where Personnel, subcontractors, travel, accommodation, supervision, equipment or other resources have been committed.
14.2 Event and short-notice services
For event security, emergency cover, short-notice deployments or fixed-date assignments, cancellation charges may be applied where UR Secure is unable to redeploy committed Personnel or recover costs.
14.3 Minimum charges
Where Services are cancelled after Personnel have attended the Site, the Client shall be liable for the full shift, call-out or minimum charge unless otherwise agreed in writing.
14.4 Client delay
Where Personnel are delayed due to Client action, access issues, missing information, late opening, site closure, incorrect instructions or Client Default, UR Secure may charge for waiting time and associated costs.
15. Non-Solicitation and Transfer of Personnel
15.1 Restriction
The Client shall not, during the Contract and for 12 months after termination or expiry, directly or indirectly employ, engage, solicit, entice away or otherwise use the services of any UR Secure Personnel involved in providing the Services, except through UR Secure.
15.2 Introduction fee
If the Client employs, engages or otherwise uses any such Personnel in breach of clause 15.1, the Client shall pay UR Secure an introduction fee of £3,000 plus VAT for each individual, or such higher amount as may be set out in the Contract Documents.
The parties agree that this is a genuine pre-estimate of UR Secure’s recruitment, screening, vetting, training, administration and loss of deployment costs.
15.3 TUPE
Where the Transfer of Undertakings (Protection of Employment) Regulations 2006 may apply, the parties shall cooperate reasonably and comply with their legal obligations.
Nothing in this clause prevents any statutory transfer required by law, but the Client shall not seek to engineer, induce or encourage a transfer outside lawful and agreed processes.
16. Data Protection
16.1 Compliance
Each party shall comply with applicable data protection legislation, including the UK GDPR and the Data Protection Act 2018.
16.2 Personal data
Where UR Secure processes personal data on behalf of the Client, the parties shall agree appropriate data processing terms where required by law.
16.3 Security measures
UR Secure shall take reasonable steps to protect personal data processed in connection with the Services through appropriate technical and organisational measures.
16.4 Client instructions
The Client shall ensure that any personal data supplied to UR Secure is lawful, accurate, relevant and necessary for the Services.
16.5 Incident records
The Client acknowledges that security services may involve the creation of incident reports, visitor records, access records, witness details, CCTV-related information, body-worn camera references, photographs, statements, emails or other records containing personal data.
Such records shall be handled in accordance with applicable data protection law, confidentiality obligations and information security controls.
16.6 Data breach
Each party shall notify the other without undue delay where it becomes aware of a personal data breach affecting personal data processed under the Contract and shall provide reasonable assistance as required by law.
16.7 Survival
This clause shall survive termination or expiry of the Contract.
17. Confidentiality and Security-Sensitive Information
17.1 Confidentiality
Each party shall keep the other party’s Confidential Information confidential and shall not disclose it except:
(a) to its employees, officers, agents, subcontractors, insurers, advisers or auditors who need to know it for the Contract; (b) as required by law, court, regulator, police, emergency service or competent authority; (c) with the other party’s prior written consent; or (d) where the information is already lawfully in the public domain.
17.2 Security-sensitive information
Security-sensitive information, including assignment instructions, patrol routes, access codes, emergency plans, CCTV locations, incident reports, keyholder information, hotel guest information, event security plans, retail loss-prevention arrangements, security staffing details and counter terrorism or protective security information, shall be shared only with authorised persons on a need-to-know basis.
17.3 Personnel obligations
Each party shall ensure that relevant personnel, agents and subcontractors are made aware of confidentiality obligations.
17.4 Survival
This clause shall survive termination or expiry of the Contract.
18. Intellectual Property
18.1 UR Secure materials
All intellectual property rights in UR Secure documents, procedures, assignment instructions, templates, reports, training material, risk assessments, guidance, systems, know-how and other materials remain the property of UR Secure unless expressly agreed otherwise in writing.
18.2 Client materials
The Client grants UR Secure a non-exclusive, royalty-free licence to use, copy, adapt and reproduce Client Materials solely for the purpose of providing the Services.
18.3 Restrictions
The Client shall not copy, distribute, adapt, disclose, sell, publish or use UR Secure materials for any purpose outside the Contract without UR Secure’s prior written consent.
19. Subcontracting and Assignment
19.1 Subcontracting
UR Secure may subcontract, delegate or outsource any part of the Services, provided that UR Secure remains responsible for the performance of the Services under the Contract.
19.2 Client assignment
The Client shall not assign, transfer, charge, subcontract, delegate or otherwise deal with its rights or obligations under the Contract without UR Secure’s prior written consent.
19.3 UR Secure assignment
UR Secure may assign, transfer, subcontract or deal with its rights and obligations under the Contract where reasonably necessary for business, operational or corporate purposes.
20. Publicity and References
Unless the Client notifies UR Secure otherwise in writing, UR Secure may refer to the Client as a client for marketing, tender, audit or business development purposes.
UR Secure shall not disclose confidential operational details, sensitive site information or security arrangements without permission.
21. Notices
21.1 Written notices
Any notice under the Contract shall be in writing and sent by hand, pre-paid first-class post or email to the receiving party’s registered office, principal business address or nominated email address.
21.2 Deemed receipt
A notice shall be deemed received:
(a) if delivered by hand, at the time of delivery; (b) if sent by first-class post, on the next Working Day after posting; and (c) if sent by email, at the time of transmission, unless the sender receives an automated failure notice.
22. Variation
Subject to clause 2.3, no variation of the Contract shall be effective unless agreed in writing by authorised representatives of both parties.
UR Secure may update these Conditions from time to time. Updated Conditions shall apply to new Orders and may apply to ongoing Services where notified to the Client and not objected to within a reasonable period.
23. Waiver
A waiver of any right or remedy shall only be effective if given in writing and shall not be treated as a waiver of any later breach or default.
Failure or delay in exercising any right or remedy shall not prevent or restrict further exercise of that or any other right or remedy.
24. Severance
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable.
If modification is not possible, the relevant provision or part-provision shall be deemed deleted. This shall not affect the validity and enforceability of the rest of the Contract.
25. Entire Agreement
The Contract constitutes the entire agreement between the parties and supersedes all previous discussions, correspondence, negotiations, representations, arrangements, understandings or agreements relating to its subject matter.
Each party acknowledges that it has not relied on any statement, promise, assurance, representation or warranty not set out in the Contract.
Nothing in this clause shall limit or exclude liability for fraud.
26. Third Party Rights
No person other than a party to the Contract shall have any right to enforce any term of the Contract under the Contracts (Rights of Third Parties) Act 1999 or otherwise, unless expressly stated in writing.
27. Governing Law and Jurisdiction
The Contract and any dispute or claim arising out of or in connection with it, including non-contractual disputes or claims, shall be governed by and interpreted in accordance with the laws of England and Wales.
The parties submit to the exclusive jurisdiction of the courts of England and Wales.
