Terms of Service

These Terms of Service ("Terms") apply to all contracts, purchase orders, service agreements, and statements of work entered into between Drive Today Security Ltd and the Client, whether executed electronically or in writing.

Your submission of a Request for Quote, signing of a Service Agreement, or verbal acceptance of a quotation constitutes binding acceptance of these Terms. In the event of any conflict between these Terms and a separately executed Service Agreement, the Service Agreement shall prevail to the extent of the conflict.

We reserve the right to update these Terms at any time. Continued engagement of our services after the publication of amended Terms constitutes acceptance of the revised version. The effective date of any amendment will be noted at the top of this document.

In these Terms, unless the context requires otherwise, the following definitions apply:

The Company shall provide the Services described in the applicable Service Agreement or quotation. The specific scope, deliverables, service levels, and response times will be detailed in the Statement of Work attached to each engagement.

The Client agrees to:

• Provide safe and lawful access to the Client Premises for all Security Personnel, including appropriate rest areas, sanitation facilities, and, where applicable, accommodation for 24-hour deployments.
• Ensure the Client Premises comply with all applicable health, safety, and building regulations, and that no condition exists that would pose an unreasonable risk to the health or safety of our Security Personnel.
• Provide accurate and timely information necessary for the Company to perform the Services, including site plans, access control lists, emergency contact details, and any known security threats.
• Not direct or require Security Personnel to perform any act that is illegal, unsafe, or outside the scope of the Service Agreement.
• Obtain all necessary licences, permits, and authorisations required for the Client's operations at the premises where Services are to be delivered.
• Notify the Company in writing of any material change to the Client Premises, operational schedule, or threat profile that may affect the delivery of Services.

Fees for the Services shall be as set out in the applicable quotation or Service Agreement. Unless otherwise stated:

• Monthly invoices are issued on the first business day of each calendar month and are payable within thirty (30) days of the invoice date.
• Project-based fees are invoiced in accordance with the milestone schedule set out in the Statement of Work.
• Overtime and public holiday surcharges apply where Security Personnel are required to work beyond standard shifts or on gazetted public holidays, at the rates specified in the Service Agreement.
• Expenses including transport, equipment, and consumables are charged at cost plus the markup specified in the quotation.

Overdue payments shall accrue interest at a rate of 1.5% per month or the maximum rate permitted under Kenyan law, whichever is lower, calculated from the due date until the date of actual payment. The Company reserves the right to suspend Services if any invoice remains unpaid for more than fifteen (15) days past its due date, provided that the Client has been given seven (7) days' written notice of the intended suspension.

All Security Personnel deployed by the Company are employees or authorised sub-contractors of Drive Today Security Ltd. The Company is solely responsible for the recruitment, vetting, training, remuneration, statutory deductions, and welfare of its personnel in accordance with the Employment Act, 2007, the Occupational Safety and Health Act, 2007, and all applicable PSRA regulations.

The Client shall not:

• Treat Security Personnel as employees of the Client.
• Deduct any amounts directly from Security Personnel's pay.
• Require Security Personnel to perform duties unrelated to the contracted Services.

The Company reserves the right to replace any Security Personnel at any time, provided that the replacement meets the qualifications and experience specified in the Service Agreement and that the transition does not materially disrupt the delivery of Services. The Client may request the replacement of specific personnel with reasonable cause, and the Company shall use commercially reasonable efforts to accommodate such requests.

Each party agrees to hold the other's Confidential Information in strict confidence and not to disclose it to any third party without the prior written consent of the disclosing party, except as required by law, court order, or regulatory authority.

The confidentiality obligations under this clause shall survive the termination or expiry of any Service Agreement for a period of five (5) years, except in respect of trade secrets, where the obligation shall continue for so long as the information retains its confidential character.

The Company's standard operating procedures, training materials, guard force management systems, and proprietary technology constitute the Company's confidential information and intellectual property. The Client shall not copy, reproduce, or reverse-engineer any such materials.

The Company processes personal data in connection with the delivery of Services, including personal data of the Client's employees, visitors, and third parties who may be subject to security screening, access control, or incident reporting.

The Company complies with the Kenya Data Protection Act, 2019 and the regulations issued thereunder. In respect of personal data processed on behalf of the Client, the Company acts as a data processor, and the Client acts as the data controller. The Company shall:

• Process personal data only in accordance with the Client's documented instructions.
• Implement appropriate technical and organisational measures to protect personal data against unauthorised access, alteration, disclosure, or destruction.
• Notify the Client without undue delay of any personal data breach that is likely to result in a risk to the rights and freedoms of data subjects.
• Assist the Client in responding to data subject access requests and any inquiries from the Office of the Data Protection Commissioner.
• Delete or return all personal data to the Client upon termination of the Service Agreement, unless retention is required by law.

CCTV footage and access control logs are retained for a maximum period of ninety (90) days unless a longer retention period is required by a specific regulatory requirement or an ongoing investigation, in which case the Client will be notified in writing.

To the maximum extent permitted by Kenyan law:

• The Company's total aggregate liability arising out of or in connection with any Service Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees paid or payable by the Client under that Service Agreement in the twelve (12) months immediately preceding the event giving rise to the claim.
• The Company shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of business opportunity, or loss of goodwill.
• The Company shall not be liable for any loss, damage, or injury caused by the deliberate misconduct, criminal act, or gross negligence of Security Personnel acting outside the scope of their employment or in violation of the Company's standard operating procedures.

The Client shall indemnify, defend, and hold harmless the Company, its directors, employees, agents, and sub-contractors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• The Client's breach of any term of these Terms or the applicable Service Agreement.
• Any unsafe condition on the Client Premises that was known or ought to have been known to the Client and not disclosed to the Company.
• Any unlawful direction or instruction given by the Client to Security Personnel.
• Any claim by a third party arising from the Client's own operations, products, or services that are unrelated to the Company's performance of the Services.

The Company shall indemnify the Client against claims arising directly from the Company's gross negligence or wilful misconduct in the performance of the Services, subject to the limitation of liability set out in Clause 9.

Neither party shall be liable for any failure or delay in performing its obligations under a Service Agreement if such failure or delay is caused by circumstances beyond the reasonable control of the affected party, including but not limited to:

• Acts of terrorism, civil unrest, insurrection, or war.
• Epidemics, pandemics, or public health emergencies declared by the Government of Kenya or the World Health Organisation.
• Natural disasters including earthquakes, floods, droughts, and severe weather events.
• Government actions, including curfews, lockdowns, or directives that restrict movement or operations.
• Failure of third-party infrastructure (power, telecommunications, water supply) not within the control of either party.

The affected party shall notify the other party in writing as soon as reasonably practicable and shall use commercially reasonable efforts to mitigate the impact of the force majeure event. If the event continues for more than ninety (90) consecutive days, either party may terminate the affected Service Agreement without liability.

The parties shall attempt in good faith to resolve any dispute arising out of or in connection with these Terms or any Service Agreement through the following steps:

• Step 1 — Operational Escalation: The dispute shall first be escalated to the operational managers of each party, who shall attempt to resolve it within ten (10) business days.
• Step 2 — Executive Escalation: If unresolved, the dispute shall be escalated to a director or senior officer of each party, who shall attempt to resolve it within fifteen (15) business days.
• Step 3 — Mediation: If still unresolved, the parties shall submit the dispute to mediation administered by the Nairobi Centre for International Arbitration (NCIA) or an agreed alternative, with the costs of mediation shared equally.
• Step 4 — Arbitration: If mediation fails, the dispute shall be referred to final and binding arbitration in Nairobi, Kenya, in accordance with the Arbitration Act, 1995. The arbitral tribunal shall consist of a sole arbitrator appointed by NCIA. The language of arbitration shall be English, and the decision of the arbitrator shall be final and enforceable in any court of competent jurisdiction.

Notwithstanding the above, either party may seek interim injunctive relief from any court of competent jurisdiction to prevent irreparable harm.

The Company may amend these Terms at any time by publishing the amended version on its website at drivetodaysecurity.co.ke/terms-of-service and updating the effective date at the top of this document. Material amendments that adversely affect the Client's existing rights will be communicated by email or written notice at least thirty (30) days before they take effect.

No amendment to an individual Service Agreement shall be effective unless made in writing and signed by an authorised representative of each party. Verbal agreements or assurances that contradict or modify these Terms are not binding on the Company.

For any questions, notices, or communications relating to these Terms of Service, please contact: