Terms and Conditions of Supply
Last updated: 14 July 2026
These Terms and Conditions apply to the supply of security services, associated services, equipment and related works by CSM Security Consultants Ltd, Company No. 06507421, VAT No. 163783582 (“CSM”, “we”, “us” or “the Company”).
These Terms apply to all quotations, orders, service agreements, schedules, assignment instructions, purchase orders and instructions accepted by CSM, unless varied in writing by a director of the Company.
These Terms are primarily intended for business customers. Where a customer is acting as a consumer, nothing in these Terms affects any statutory rights that cannot lawfully be excluded or restricted.
1. Definitions
In these Terms:
Additional Services means any services, goods, or works beyond the original quotation or agreed instructions, such as extra guarding hours, key cutting, callouts, equipment hire, and related support.
Alarm Response means the deployment of a Security Officer or other authorised representative to attend premises following an alarm activation or instruction.
Assignment Instructions means the written instructions, risk information, site procedures, contact details, access details, alarm codes, escalation process and other instructions agreed between the Client and the Company.
Client means the person, business, organisation, landlord, managing agent, contractor or other party instructing or receiving the Services and responsible for payment.
Commencement Date means the date on which the Services begin, whether this is the same date as the Client’s instruction or acceptance of the quotation.
” Premises” means the site, location, building, property, land, event venue, estate, car park, or other location where the Services are provided.
Security Officer means an individual supplied by or on behalf of the Company to provide security services. Where legally required, Security Officers will hold the appropriate Security Industry Authority licence.
Services means the services supplied by the Company, including but not limited to manned guarding, mobile patrols, keyholding, alarm response, lock and unlock services, door supervision, event security, Close protection, CCTV/VPI monitoring support, site inspections, security consultancy, temporary guarding, emergency cover, call-outs and Additional Services.
Service Charge means the charges, fees, rates and sums payable by the Client under a quotation, schedule, order, invoice, agreement or other written instruction.
2. Scope and application
2.1 These Terms apply to all Services supplied by the Company.
2.2 Any quotation, schedule, proposal, assignment instruction, purchase order or written confirmation forms part of the agreement between the parties.
2.3 If there is a conflict between these Terms and a specific written contract signed by a director of the Company, the signed contract will take priority.
2.4 The Client’s own terms and conditions shall not apply unless expressly accepted in writing by a director of the Company.
2.5 Acceptance of a quotation, written instruction to proceed, issue of a purchase order, payment of any invoice, or allowing the Company to commence Services shall be treated as acceptance of these Terms.
3. Quotations and orders
3.1 All quotations are valid only until the expiry date stated on the quotation. If no expiry date is stated, the quotation is valid for 30 days from the date of issue unless withdrawn earlier by the Company.
3.2 A quotation is not a binding offer to supply Services unless and until accepted by the Company.
3.3 The Company may refuse, withdraw or amend a quotation where costs, staffing availability, risk profile, site conditions or legal requirements change before acceptance.
3.4 Prices are based on the information supplied by the Client. If that information is incomplete, inaccurate or changes, the Company may amend the quotation or charge Additional Services.
3.5 Unless stated otherwise, all prices are exclusive of VAT.
4. Services
4.1 The Company shall provide the Services with reasonable skill and care and in accordance with the agreed quotation, schedule, assignment instructions and applicable legal requirements.
4.2 Security services are intended to reduce risk, deter loss, assist with response and support site safety. The Company does not guarantee that the Services will prevent crime, trespass, loss, damage, unauthorised access, alarm activation, fire, injury or any other incident.
4.3 Manned guarding, event security and door supervision will be supplied in accordance with the agreed staffing requirements, times, duties and site instructions.
4.4 Keyholding, alarm response and mobile patrol services will be supplied in accordance with the agreed service level, cover period and instructions. Unless expressly agreed otherwise, these services are provided on a non-exclusive basis and may be affected by operational demand, traffic, emergency attendance, officer safety or other unavoidable circumstances.
4.5 Mobile patrol times may be randomised for security reasons unless a scheduled attendance window has been agreed.
4.6 The Company may make reasonable operational changes to staffing, route, attendance order, vehicle use, equipment or deployment where necessary for safety, operational effectiveness or legal compliance.
5. Client obligations
The Client shall:
5.1 provide accurate information about the Premises, risks, access arrangements, alarm systems, keys, codes, emergency contacts, site rules and any relevant hazards;
5.2 Ensure that all Assignment Instructions are complete, accurate and kept up to date;
5.3 immediately notify the Company of any changes affecting risk, access, layout, use, alarm systems, CCTV systems, keyholders, locks, codes, emergency contacts, site hazards or security arrangements;
5.4 Provide safe access to the Premises and ensure that the Premises comply with applicable health and safety laws;
5.5 Obtain and maintain all permissions, licences, consents, risk assessments and insurances required for the Services;
5.6 Ensure that the Company’s officers, employees, agents and subcontractors are not exposed to unnecessary or unreasonable risk;
5.7 Provide suitable welfare facilities, lighting, power, parking, site induction and safe working conditions where reasonably required;
5.8 Ensure that any equipment, vehicles, machinery, keys, access devices, systems or information supplied by the Client is safe, lawful, functional and fit for purpose;
5.9 pay all charges due under these Terms, whether the Client requires a purchase order or internal authorisation process;
5.10 Maintain adequate insurance for the Premises, contents, business interruption, property, third-party risks and any equipment located on site.
5.11 Ensure responses to operational information requests from the company are responded to as soon as reasonably practical and not withheld, which may affect the quality of service delivery or Deployment.
6. Assignment Instructions, keys and access
6.1 The Client shall provide all keys, fobs, alarm codes, access cards and other access devices required for the Services.
6.2 The Company may issue a key receipt or other written confirmation for keys or access devices received.
6.3 The Company shall not be liable for any loss, delay, aborted attendance or failure to access the Premises where keys, fobs, codes, access arrangements or contact details supplied by the Client are missing, inaccurate, defective, expired or not kept up to date.
6.4 The Client authorises the Company to access the Premises as reasonably required to provide the Services, retrieve Company property, respond to an incident or comply with legal duties.
6.5 Where access is refused, delayed or unavailable for reasons outside the Company’s control, the Client shall remain liable for the Service Charge and any Additional Charges incurred.
7. Alarm response, callouts and patrols
7.1 Alarm activations received by the Company or its control room may be treated as genuine unless the Company is informed otherwise.
7.2 Callouts, alarm response, emergency attendance and any additional visits shall be chargeable unless expressly included in the agreed Service Charge.
7.3 The Client shall pay any third-party charges, parking charges, access charges, fines, authority charges or other costs reasonably incurred by the Company when attending the Premises, where such charges arise from the Client’s site arrangements or instructions.
7.4 The Company shall use reasonable endeavours to attend within any agreed response time, but response times are estimates unless expressly guaranteed in writing. It is agreed that many Security services are part of a shared service, and operational demands may delay Emergency deployment or response beyond our control.
7.5 The Company shall not be liable for delay caused by traffic, weather, emergency incidents, police activity, road closures, officer safety concerns, inaccurate information, access issues or other matters outside its reasonable control.
8. Charges and payment
8.1 Charges shall be as stated in the quotation, schedule, invoice, purchase order accepted by the Company or other written agreement.
8.2 Unless otherwise agreed, invoices are payable within 30 days of the invoice date. All Client internal verification, sign-off procedures, Purchase order generation, etc., must be conducted within these 30 days and not affect payment terms.
8.3 Full payment is due on or before the due date shown on the invoice. Payment must be received as cleared funds in the Company’s bank account by day 30.
8.4 All invoice discrepancies must be raised in writing within 10 days of receipt of the invoice. The Client shall provide full details of the disputed amount and the reason for the dispute. Any undisputed amount remains payable by the due date.
8.5 The Client may not withhold, deduct, set off or counterclaim against sums due to the Company unless required by law or agreed in writing by the Company.
8.6 Where a purchase order is required by the Client, the Client must provide it before Services commence. Failure to provide a purchase order shall not invalidate an invoice or remove the Client’s obligation to pay, or the payment terms agreed upon.
8.7 Additional Services, additional hours, emergency attendance, aborted visits, out-of-hours work, public holiday work, equipment, materials, travel, specialist contractors and third-party costs may be charged in addition to the agreed Service Charge.
8.8 Unless stated otherwise, work on bank holidays, public holidays or statutory holidays will be charged at enhanced rates.
9. Late payment
9.1 If the Client fails to pay any sum by the due date, the Company may charge statutory interest at 8% above the Bank of England base rate/reference rate, calculated from the due date until payment is received.
9.2 The Company may also claim fixed compensation and reasonable debt recovery costs as permitted under the Late Payment of Commercial Debts (Interest) Act 1998, the Late Payment of Commercial Debts Regulations 2002, and any amendment, replacement or re-enactment of that legislation.
9.3 The Company may suspend or terminate Services for non-payment in accordance with these Terms until such time the client’s account is fully up to date.
10. Cancellation policy
10.1 By accepting a quotation, instructing the Company to proceed or allowing Services to commence, the Client accepts this cancellation policy.
10.2 Unless a different cancellation arrangement is agreed in writing, cancellation charges apply as follows: for Event services, Manned and Canine security deployments Visits and inspections.
Cancellation timing | Charge payable |
More than 72 hours before the quoted start time | No cancellation charge unless costs have already been incurred |
Less than 72 hours but more than 48 hours before the quoted start time | 25% of the total quoted price |
Less than 48 hours but more than 24 hours before the quoted start time | 50% of the total quoted price |
24 hours or less before the quoted start time, or after Services have commenced | 100% of the total quoted price |
10.3 The cancellation charge reflects staffing allocation, lost availability, administration, operational planning and costs incurred or committed by the Company.
10.4 Where the Client is a consumer, cancellation charges shall not exceed the Company’s reasonable costs and losses and shall be subject to applicable consumer law.
10.5 The Company may also charge for any equipment hire, specialist contractor costs, travel, materials, permits, licences or other costs already incurred or committed before cancellation.
11. Term and termination
11.1 The term of the Services shall be as stated in the quotation, schedule, contract or invoice.
11.2 Unless otherwise agreed, annual keyholding, alarm response, mobile patrol or retainer services operate on a rolling 12-month basis.
11.3 Unless otherwise agreed in writing:
- manned guarding services may be terminated by either party giving at least 90 days’ written notice;
b. keyholding, alarm response and mobile patrol services may be terminated by either party, giving at least 60 days’ written notice. Note that the prepaid yearly key holding fee is not refundable if cancelled within the12 months period.
11.4 If the Client requires Services to cease immediately or before expiry of the applicable notice period, the Company may charge the fees that would have been payable during the notice period.
11.5 The Company may terminate or suspend Services immediately if:
- The Client fails to pay sums due;
b. The Client breaches these Terms and fails to remedy the breach within a reasonable period;
c. The Premises are unsafe;
d. The Services would expose personnel to unreasonable risk;
e. The Client provides false, misleading or incomplete information;
f. The Company cannot obtain or maintain necessary insurance, licensing, staffing or legal authority;
g. The Client becomes insolvent, enters liquidation, administration, receivership, bankruptcy or similar process.
11.6 Termination does not affect any accrued rights, unpaid charges or obligations intended to continue after termination.
12. TUPE, redundancy and demobilisation
12.1 Where the reduction, transfer, suspension or termination of Services may involve the Transfer of Undertakings (Protection of Employment) Regulations or employment-related liabilities, the parties shall cooperate in good faith.
12.2 Where Services are reduced, suspended or terminated by the Client and staff are not transferring under TUPE, the Client shall indemnify the Company for reasonable redundancy costs, notice costs, demobilisation costs, and other employment termination costs directly arising from the Client’s decision to the extent lawfully recoverable.
12.3 The Company may provide a statement of such costs and may invoice the Client accordingly.
13. Suspension of Services
13.1 The Company may suspend Services where:
- payment is overdue;
b. the Premises are unsafe;
c. the Client fails to provide accurate information, keys, access or instructions;
d. the Client breaches these Terms;
e. the Company is prevented, delayed or restricted by circumstances outside its reasonable control.
13.2 The Client remains liable for charges during any period of suspension caused by the Client’s act, omission or breach.
13.3 The Company shall not be liable for losses arising from lawful suspension of Services.
14. Service charge increases
14.1 The Company may increase charges where its cost of providing the Services increases due to matters outside its reasonable control, including changes to minimum wage, National Insurance, licensing, insurance, fuel, subcontractor costs, equipment costs, statutory requirements or other legal or regulatory changes.
14.2 The Company will use reasonable endeavours to provide at least 30 days’ notice of any increase, except where the cost increase arises on shorter notice or immediate action is required.
14.3 The Company may propose annual price increases to reflect inflation, increased operating costs and business cost changes.
15. Equipment and Company Property
15.1 All equipment, materials, signage, radios, CCTV towers, lighting towers, software, documents and property supplied by the Company remain the property of the Company unless expressly sold and paid for in full.
15.2 The Client shall take reasonable care of Company property located at the Premises and shall not move, alter, misuse, damage, repair or interfere with it without written consent.
15.3 The Client shall indemnify the Company for loss of or damage to Company property caused by the Client, its staff, contractors, visitors, occupiers or site conditions.
15.4 On termination or expiry of Services, the Company may access the Premises on reasonable notice to remove Company property.
16. Intellectual property
16.1 All intellectual property in Company documents, procedures, reports, training materials, assignment instructions, templates, operating processes, know-how, branding and materials remains the property of the Company.
16.2 The Client may use Company documents only for the purpose of receiving the Services and may not copy, distribute, publish or adapt them without written consent.
16.3 The Client warrants that any materials, plans, systems, designs, images, data, access rights or documents supplied to the Company may lawfully be used for the Services.
17. Data protection, CCTV and confidentiality
17.1 Each party shall comply with applicable data protection law, including the UK GDPR and the Data Protection Act 2018.
17.2 Where the Client determines the purpose and means of processing personal data, including CCTV, body-worn video, visitor data, incident logs or access-control information, the Client will normally act as controller and the Company will act as processor unless otherwise agreed in writing.
17.3 The Client shall ensure it has an appropriate lawful basis, privacy notices, signage, retention policy, data protection impact assessment where required, and any ICO registration or fee payment required for its use of CCTV or surveillance systems.
17.4 The Company shall process personal data only as necessary to provide the Services, comply with legal obligations, maintain security, manage incidents, investigate complaints, recover payment and protect its legitimate business interests.
17.5 The Company may record telephone calls to or from its control room or operational teams for security, training, audit, evidence and service-quality purposes, subject to applicable data protection law.
17.6 Each party shall keep confidential all confidential information received from the other party, including security procedures, codes, keys, site vulnerabilities, incident information, pricing, commercial terms, personal data and operational procedures.
17.7 Confidentiality obligations continue after termination.
18. Client acknowledgements
The Client acknowledges that:
18.1 The Company is a security services provider and not an insurer;
18.2 The Services reduce risk but cannot remove risk entirely;
18.3 The Company does not know the full value of the Client’s property, assets, business interruption exposure or third-party liabilities unless expressly notified and accepted in writing;
18.4 The Client is responsible for maintaining adequate insurance;
18.5 Alarm response, mobile patrol and keyholding services may be shared with other clients and may be affected by operational demand;
18.6 The Company is not liable for losses caused by inaccurate information, unsafe premises, defective client systems, third-party failures, utility failures, telecoms failures, access restrictions or events outside the Company’s reasonable control.
19. Liability
19.1 Nothing in these Terms excludes or limits liability for:
- death or personal injury caused by negligence;
b. fraud or fraudulent misrepresentation;
c. any liability that cannot lawfully be excluded or limited.
19.2 Subject to clause 19.1, the Company shall not be liable for:
- loss of profit;
b. loss of business;
c. loss of revenue;
d. loss of opportunity;
e. loss of goodwill;
f. loss of contract;
g. loss of data;
h. business interruption;
i. indirect, special or consequential loss;
j. losses covered or which should reasonably have been covered by the Client’s insurance.
19.3 Subject to clause 19.1, the Company’s total aggregate liability arising out of or in connection with the Services shall be limited to the total charges paid or payable by the Client for the affected Services during the 12 months immediately preceding the event giving rise to the claim, unless a different liability cap is agreed in writing.
19.4 Any claim must be notified to the Company in writing as soon as reasonably practicable and, where possible, within 14 days of the Client becoming aware of the event. Failure to notify promptly shall not automatically bar a valid claim but may reduce liability to the extent the delay prejudices the Company’s ability to investigate or mitigate the claim.
19.5 The Client shall indemnify the Company against losses, claims, costs and liabilities arising from:
- unsafe Premises;
b. inaccurate or incomplete information supplied by the Client;
c. Client breach of these Terms;
d. Client instructions outside the agreed Services;
e. acts or omissions of the Client, its staff, contractors, visitors or occupiers;
f. third-party claims arising from the Client’s property, site, systems or instructions.
20. Insurance
20.1 The Company shall maintain insurance appropriate to its business and Services.
20.2 The Client shall maintain insurance appropriate to the Premises, contents, business, assets, third-party liabilities, equipment, business interruption and any specialist risks.
20.3 The Client acknowledges that the Service Charge is calculated on the basis that the Client maintains its own insurance and that the Company is not providing insurance cover.
21. Personnel and non-solicitation
21.1 During the Services and for 12 months after termination, the Client shall not directly or indirectly solicit, employ, engage or entice away any Security Officer, employee, contractor or representative of the Company who was involved in providing the Services.
21.2 If the Client breaches this clause, the Company may charge an introduction fee equal to 50% of the individual’s annual salary or annualised cost, representing a genuine pre-estimate of recruitment, replacement, training and business disruption costs or a minimum fee of £5000 payable by the client within 30 days of invoice at the choice of the company.
22. Refusal to perform unsafe or unlawful work
22.1 The Company is not obliged to perform Services where doing so would expose any person to unreasonable risk of physical injury.
22.2 The Company is not obliged to perform any Service that is unlawful, unsafe, outside the agreed scope, contrary to licensing requirements or inconsistent with the Company’s professional judgment.
23. Force majeure
23.1 Neither party shall be liable for delay or failure to perform caused by events outside its reasonable control, including fire, flood, storm, adverse weather, road closure, utility failure, telecommunications failure, epidemic, pandemic, industrial action, riot, terrorism, war, civil disorder, government restriction, police incident, or other similar cause.
23.2 The affected party shall notify the other party as soon as reasonably practicable and use reasonable endeavours to minimise the effect of the event.
23.3 Foreseeable or avoidable events
Force Majeure shall not apply to any event, circumstance or operational issue which was reasonably foreseeable, known about, forecast, capable of being planned for, or capable of being discussed and agreed before deployment. The Client shall not be entitled to rely on Force Majeure where a delay, cancellation, stand-down or failure to proceed arises from a failure to make timely decisions, provide instructions, assess known risks, or plan appropriately for circumstances that were or should reasonably have been anticipated.
This includes, but is not limited to, forecast adverse weather conditions, weather warnings, extreme cold, extreme heat, planned road closures, scheduled works, known site restrictions, staffing restrictions, access issues, or any other matter that could reasonably have been considered before the Services were due to commence.
Where such circumstances exist, the Client must notify the Company as early as possible and agree in writing whether the Services are to proceed, be amended, postponed or cancelled. If the Client cancels, postpones, reduces or stands down the Services after staff, officers, vehicles, equipment or other resources have been allocated, the Company reserves the right to charge the Client in accordance with the cancellation policy and/or for any costs, losses, commitments or expenses already incurred.
For the avoidance of doubt, a decision by the Client not to proceed with Services due to a foreseeable or pre-warned event shall not, of itself, constitute Force Majeure.
24. Complaints and disputes
24.1 The Client should raise any complaint or dispute in writing as soon as possible.
24.2 The parties shall first attempt to resolve disputes through their nominated operational contacts.
24.3 If unresolved within 14 days, either party may refer the dispute to a director or senior manager of each party for resolution.
24.4 Nothing in this clause prevents either party from seeking urgent court relief or taking debt recovery action.
25. Notices
25.1 Notices must be in writing and may be delivered by hand, first-class post or email to the last notified address or email address of the receiving party.
25.2 Notices sent by first-class post shall be deemed received four business days after posting, excluding weekends and bank holidays.
25.3 Notices sent by email shall be deemed received when sent, provided no bounce-back or delivery failure message is received.
26. Variation
26.1 No variation of these Terms or any agreement shall be binding unless agreed in writing by a director of the Company.
26.2 Assignment Instructions may be updated in writing between the parties where required for operational purposes.
27. Assignment and subcontracting
27.1 The Company may subcontract or assign any part of the Services where reasonably necessary, provided the Company remains responsible for the Services supplied under the agreement.
27.2 The Client may not assign or transfer its rights or obligations without the Company’s written consent.
28. Third-party rights
28.1 Except for the Company’s officers, employees, agents, subcontractors and group companies, no person other than the Client and the Company has rights to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.
29. Severance
29.1 If any provision of these Terms is found to be invalid, unlawful or unenforceable, the remaining provisions shall continue in effect.
29.2 The invalid provision shall be treated as amended only to the extent necessary to make it valid and enforceable while preserving the commercial intention of the parties.
30. Entire agreement
30.1 These Terms, together with any accepted quotation, schedule, assignment instructions and written agreement, constitute the entire agreement between the parties.
30.2 The Client acknowledges that it has not relied on any statement, representation or promise not to set out in the agreement, except in respect of fraud or fraudulent misrepresentation.
31. Governing law and jurisdiction
31.1 These Terms and any agreement between the Client and the Company shall be governed by the laws of England and Wales.
31.2 The courts of England and Wales shall have exclusive jurisdiction, unless the Company elects to bring proceedings in another court of competent jurisdiction.