Terms of Business – Caledonia Rock

Services

Caledonia Rock provides professional protective and security services including Executive Protection, Media Backwatch, Covert and Manned Security, Protective Surveillance and associated security, protective and risk-management services.

The precise scope of each engagement will be determined by the instruction submitted through the Engagement Form and any additional scope or requirements agreed or confirmed between the Client and Caledonia Rock.

Any material change or extension to the agreed scope may require further Client authority and may result in additional fees, personnel, equipment or operational requirements.

Acceptance of Instructions

Caledonia Rock reserves the right to accept or decline any proposed engagement.

Before accepting an instruction, we may require sufficient information to understand the Client’s requirements, the persons or assets requiring protection, locations, movements, known or anticipated risks, relevant third parties and the nature and purpose of the proposed engagement.

We may request identification, itineraries, schedules, venue information, travel details, threat information, supporting documentation or other information reasonably required to assess, plan or undertake an engagement.

Acceptance of an instruction does not require Caledonia Rock to undertake any activity that subsequently appears unlawful, unsafe, disproportionate, outside the accepted scope or inconsistent with professional security practice.

Client Authority

By instructing Caledonia Rock, the Client confirms that:

the instruction is made for a lawful and legitimate purpose;

information provided to Caledonia Rock is accurate and complete to the best of the Client’s knowledge;

all material circumstances relevant to the engagement have been disclosed;

where the Client acts for another person, company or organisation, the Client has appropriate authority to issue the instruction; and

Caledonia Rock has been informed of any known circumstances capable of materially affecting the safety, planning or delivery of the engagement.

Professional & Legal Compliance

Services will be undertaken using reasonable professional skill and care and in accordance with applicable law.

Protective and security activity will be planned and conducted having regard to the circumstances of the engagement, including threat, risk, proportionality, safety, operational security and the welfare of personnel, Clients, principals and third parties.

Where an activity requires a licence, qualification or other legal authorisation, appropriately authorised personnel will be used where required by law.

Caledonia Rock retains professional and operational discretion concerning the personnel, positioning, deployment, equipment, movements, protective measures and security techniques reasonably required to perform an engagement.

We reserve the right to modify, suspend or discontinue any activity where continuation may create an unacceptable legal, operational, security or safety risk.

Client Responsibilities

The Client must provide all information reasonably required for Caledonia Rock to assess, plan and undertake the engagement effectively and safely.

The Client must disclose any material information relevant to the engagement, including where applicable:

known or suspected threats;

previous security incidents or hostile activity;

known disputes, stalking, harassment or unwanted attention;

relevant travel arrangements, movements and itinerary changes;

venue, event or access restrictions;

other security personnel or agencies involved;

known medical, mobility or accessibility considerations where relevant to operational planning; and

any other circumstances capable of materially affecting the engagement or the safety of those involved.

Failure to disclose relevant information may compromise protective arrangements, increase operational risk or require the engagement to be modified, suspended or terminated.

Caledonia Rock will not be responsible for consequences directly arising from materially inaccurate, incomplete or misleading information supplied by the Client.

Fees & Payment

Fees, rates and applicable payment arrangements will be communicated to the Client in connection with the instruction, including by quotation, email, telephone, invoice or other agreed communication.

Unless otherwise agreed in writing, payment is required in advance of commencement.

Reasonable additional expenses may include, where applicable, mileage, travel, flights, rail travel, accommodation, parking, tolls, public transport, vehicle hire, subsistence, venue or admission charges, specialist equipment, communications, additional personnel and other reasonable costs necessarily incurred in performing the engagement.

Where circumstances require work materially beyond the agreed scope, Client authority will ordinarily be obtained before substantive additional work is undertaken.

Immediate operational decisions reasonably required to protect a principal, Client, member of the public or personnel, or to preserve security or operational continuity, may be made without prior authority where seeking instructions at that time would be impracticable.

All fees and expenses properly incurred remain payable irrespective of whether an anticipated threat, incident or security concern materialises.

Cancellation & Rescheduling

Protective personnel, specialist resources, travel, accommodation, equipment and operational planning may be committed in advance following confirmation of an engagement.

Unless otherwise agreed in writing, where the Client cancels a scheduled service or deployment:

More than 72 hours before commencement: no cancellation charge will ordinarily apply.

Between 24 and 72 hours before commencement: Caledonia Rock reserves the right to charge up to 50% of the professional fees attributable to the cancelled scheduled service or deployment.

Less than 24 hours before commencement: up to 100% of the professional fees attributable to the cancelled scheduled service or deployment may become payable.

Non-refundable travel, accommodation, transport, equipment, third-party bookings or other expenses reasonably incurred or committed before cancellation remain payable irrespective of the notice period.

Where work has already commenced, all professional fees and expenses incurred up to the point at which the engagement can reasonably and safely be brought to an end remain payable.

Caledonia Rock will make reasonable efforts to accommodate requests to postpone or reschedule an engagement, subject to personnel and operational availability. Rescheduling does not automatically remove liability for costs or commitments already incurred.

Notice of cancellation or rescheduling must be provided in writing.

Suspension, Refusal & Termination

Caledonia Rock may refuse, suspend or terminate an engagement where:

instructions are or appear to be unlawful;

the Client breaches these Terms, the Letter of Engagement or any material condition expressly agreed in connection with the instruction;

material information has been withheld or misrepresented;

payment obligations have not been met;

the threat or operational environment materially differs from that disclosed or anticipated;

continuation presents an unacceptable safety or security risk;

an actual or potential conflict of interest is identified;

the purpose or scope of the instruction materially changes; or

continuing would, in our reasonable professional assessment, be inappropriate.

Termination does not affect liability for professional fees, expenses or other costs already incurred.

Operational Control

Operational decisions concerning the delivery of protective and security services remain under the control of Caledonia Rock and the personnel assigned to the engagement.

This may include decisions concerning positioning, routes, movements, access, deployment, protective formations, observation points, vehicles, communications, temporary withdrawal, reinforcement, relocation or other reasonable security measures.

Where circumstances change during an engagement, personnel may adapt the protective or security plan without prior Client approval where reasonably necessary to respond to an immediate or developing situation.

Dynamic Risk

Security and protective operations may involve changing circumstances which cannot always be identified or predicted in advance.

Risk assessments, operational plans and protective measures may therefore be reviewed or adapted throughout an engagement.

Where Caledonia Rock reasonably considers that a proposed activity, movement, venue, route or arrangement presents an unacceptable risk, we may recommend an alternative approach or decline to undertake that element of the instruction.

Reasonable Endeavours & No Guarantee

Protective and security services are provided on a reasonable endeavours basis.

No security arrangement can eliminate all risk or guarantee that an incident, threat, loss, disruption, intrusion, confrontation, unwanted approach or other event will not occur.

Fees are payable for the professional time, expertise, personnel, planning, resources and equipment provided and are not dependent upon the occurrence or prevention of a particular event.

Third Parties & External Environments

Caledonia Rock may be required to operate alongside venue security, event organisers, transport providers, hotels, law enforcement, emergency services, production teams, household staff or other third parties.

While reasonable efforts may be made to coordinate with relevant third parties, Caledonia Rock does not control their actions, decisions, staffing, procedures or response.

Caledonia Rock will not be responsible for the independent acts or omissions of third parties outside our reasonable control.

Confidentiality

All engagements are treated as confidential.

Information concerning an engagement will only be disclosed to the Client, persons appropriately authorised by the Client, our personnel, contractors or professional advisers where reasonably necessary, or where disclosure is required or permitted by law.

Operational information may be shared on a need-to-know basis with personnel or third parties where reasonably necessary for the safe and effective delivery of the engagement.

Data Protection

Personal data will be processed in accordance with applicable data protection legislation, including the UK GDPR and Data Protection Act 2018, and in accordance with our Privacy Policy.

The lawful basis, extent and nature of processing will depend upon the circumstances and purpose of the individual engagement.

Intellectual Property

Unless otherwise expressly agreed in writing, security plans, threat assessments, risk assessments, operational documentation, reports and other materials created by Caledonia Rock remain our intellectual property.

Upon full payment of all sums due, the Client is granted the right to use final deliverables for the lawful purpose for which the engagement was commissioned.

Caledonia Rock’s proprietary methodologies, operational techniques, templates, planning processes and internal documentation remain our property and are not transferred to the Client.

Limitation of Liability

Nothing in these Terms excludes or limits liability to the extent that such liability cannot lawfully be excluded or limited.

Subject to the foregoing and to the extent permitted by law, Caledonia Rock’s aggregate liability arising from an individual engagement will be limited to the professional fees paid to Caledonia Rock for the service giving rise to the claim.

Caledonia Rock will not be liable for indirect or consequential losses arising from circumstances connected with an engagement to the extent such liability may lawfully be excluded.

The Client remains responsible for commercial, personal, travel, event and other decisions made in connection with the engagement and should obtain independent professional advice where appropriate.

Force Majeure

Caledonia Rock will not be liable for delay, interruption or failure to perform an obligation where caused by circumstances reasonably beyond our control.

Such circumstances may include severe weather, transport disruption, flight cancellation, illness, emergency incidents, civil disturbance, governmental action, border or travel restrictions, telecommunications or technology failure, venue closure or other events materially affecting our ability to perform the engagement.

Scope

Executive Protection services may include personal protection, close protection, secure movement, protective accompaniment, advance work, venue and route assessment, transport coordination, residential or hotel security, event support and other protective measures appropriate to the instruction.

The level of protection, personnel, vehicles, equipment and operational measures used will be determined according to the instruction, available information, threat and risk assessment, environment and operational requirements.

Principal Cooperation

Effective protective operations require reasonable cooperation from the person or persons receiving protection (“the Principal”).

The Client and Principal should provide relevant itineraries, movements, locations and material changes as early as reasonably practicable.

Where the Principal elects not to follow reasonable security advice, personnel will continue to provide such protection as is reasonably practicable but may adapt, restrict or withdraw from an activity where the resulting risk becomes unacceptable.

Travel & Movements

Routes, timings, transport arrangements and movement plans may be altered where reasonably necessary for security, safety, operational or logistical reasons.

Travel delays, border controls, transport disruption, venue restrictions and other external factors may affect planned movements and timings.

Threat & Risk

Protective arrangements are based upon information and circumstances known or reasonably identifiable at the relevant time.

The absence of an identified threat does not mean that no threat exists, and the provision of Executive Protection does not guarantee that all hostile, criminal, accidental or unforeseen events will be prevented.

Scope

Media Backwatch provides discreet security support to journalists, photographers, camera crews, production teams and other media personnel operating in environments where situational awareness, personal security or protection of personnel and equipment may be required.

Services may include observation of the surrounding environment, identification of developing threats or unwanted attention, monitoring of approaches, protection of personnel and equipment, movement support and assistance with withdrawal from an area where reasonably necessary.

Operational Role

Backwatch personnel will maintain situational awareness while allowing the Client’s media personnel to concentrate upon their professional activity.

Personnel may recommend changes to positioning, movement, routes, working locations or withdrawal where circumstances indicate an increased security or safety risk.

Media Activity

The Client remains responsible for determining the legality, permissions, editorial basis and professional conduct of its own filming, photography, journalism or production activity.

Caledonia Rock’s role is limited to the agreed security and protective function and does not constitute legal, editorial or journalistic advice.

Equipment

Reasonable measures may be taken to assist in protecting media equipment within the agreed security scope. Caledonia Rock does not act as an insurer of Client equipment and cannot guarantee against theft, loss or damage.

Scope

Covert and Manned Security services may include discreet security personnel, uniformed or non-uniformed guarding, access control, premises security, event or venue security, observation, incident monitoring and other agreed protective security functions.

Personnel deployment, positioning and operating profile will be determined according to the Client’s requirements, location, risk assessment and agreed security objectives.

Covert Security

Where personnel are deployed covertly or in plain clothes, reasonable measures will be taken to preserve their discreet role while maintaining the ability to respond appropriately to developing security concerns.

Operational positioning or identity may be altered or disclosed where reasonably necessary to protect persons, respond to an incident, comply with legal obligations or prevent the situation from escalating.

Access & Site Conditions

The Client must ensure that Caledonia Rock personnel have such lawful access, permissions, passes, keys, information or site instructions as are reasonably necessary to perform the agreed service.

The Client should identify relevant emergency procedures, restricted areas, hazards and other site-specific requirements before commencement where reasonably practicable.

Incidents

Personnel may take reasonable and lawful action in response to incidents encountered during an engagement, having regard to the circumstances, their role, safety, necessity and proportionality.

Where appropriate, incidents may be reported to the Client, venue management, emergency services or law enforcement.

Scope

Protective Surveillance combines discreet observation and protective security techniques for the purpose of identifying potential threats, hostile interest, unwanted attention or other activity relevant to the safety of a Principal, Client or protected asset.

The service may include discreet observation, movement monitoring, route and location awareness, identification of repeated or suspicious activity, counter-surveillance awareness and other protective measures appropriate to the instruction.

Discretion & Operational Control

Protective Surveillance is intended to provide a discreet protective capability and may therefore operate without obvious proximity to the Principal.

Personnel positioning, movement, observation points, communications and intervention thresholds remain operational decisions for Caledonia Rock.

Where circumstances indicate an immediate or developing threat, personnel may alter their posture, move closer to the Principal, provide a warning, recommend relocation or withdrawal, or take other reasonable protective action.

Identification of Threats

Reasonable professional efforts will be made to identify activity relevant to the protective objective. The absence of observed hostile or suspicious activity does not establish that no threat or hostile interest exists.

Protective Surveillance cannot guarantee the identification of every person or activity capable of presenting a threat.

Evidence & Reporting

Where appropriate to the instruction, material observations may be recorded and reported to the Client.

Photographic or video material may be obtained where lawful, proportionate, operationally appropriate and relevant to the protective purpose, but the service is primarily protective in nature and does not guarantee evidential capture.

Where circumstances arising during an engagement indicate that additional or alternative protective or security measures may be appropriate, Caledonia Rock may provide recommendations to the Client.

Substantive additional work outside the agreed scope will ordinarily require Client authority and may incur additional fees.

Where the nature or extent of an instruction changes materially, the revised scope, authority and any additional personnel, equipment, fees or requirements may be confirmed with the Client before further work is undertaken.

Any concern regarding a service provided by Caledonia Rock should be raised with us as soon as reasonably practicable to allow the matter to be reviewed and, where appropriate, addressed.

The submission of a complaint does not suspend any undisputed payment obligations.

Nothing within these Terms affects any rights or remedies which cannot lawfully be excluded.

These Terms, the Letter of Engagement and any engagement entered into under them, including the Client’s submitted Engagement Form, will be governed by the laws of Scotland.

The parties submit to the jurisdiction of the Scottish courts, subject to any mandatory jurisdictional or statutory rights which apply.

Variation

Caledonia Rock may amend these Terms from time to time.

Unless otherwise agreed, amendments will not retrospectively alter the contractual terms governing an engagement already accepted.

The version applicable to an engagement will ordinarily be the version provided or made available to the Client when that engagement is accepted.

Acceptance

These Terms form part of every engagement accepted by Caledonia Rock.

The Client will be deemed to have accepted these Terms where the Client:

accepts the Letter of Engagement and these Terms through the Caledonia Rock Engagement Form;

confirms acceptance in writing;

instructs Caledonia Rock to commence work after receiving or being provided access to these Terms; or

makes payment in respect of an engagement after receiving or being provided access to these Terms.

The Letter of Engagement, these Terms, the Client’s submitted Engagement Form and any engagement-specific terms expressly agreed between the Client and Caledonia Rock should be read together as the contractual framework governing the engagement.