1. Contract Formation & Order of Precedence

1.1 No engagement without PO. The Client acknowledges that no binding engagement exists and no Services will commence until Dragon Fire and Safety has received and acknowledged a valid Purchase Order (“PO”) that references the Proposal/Statement of Work (SoW) and these Terms.
1.2 Emergency exception (at our discretion). If, expressly at our written discretion, we attend before PO in an emergency, the Client agrees these Terms apply and Emergency Call-Out rates in the Rate Card shall govern from mobilisation.
1.3 Documents & precedence. If there is any conflict, the following order prevails: (a) a signed Change Order; (b) the PO/SoW (including assumptions); (c) the Proposal; (d) these Master Terms; (e) the Rate Card (incorporated by reference). Client terms on POs or portals are excluded unless expressly countersigned by Dragon Fire and Safety.

2. Definitions

2 “Affiliate” means any director, officer, employee, shareholder, agent, or independent contractor of a Party, and any parent, subsidiary, or company under common ownership.
2 “Client” means the entity(ies) entering into this Contract with Dragon Fire and Water LTD.
2 “Contract” means the Proposal/SoW issued by Dragon Fire and Safety together with these Conditions, including any amendments made in writing and signed by both Parties.
2 “Dragon Fire and Water LTD” means a company registered in England and Wales under number 13578845, having its registered office at 105 Ffordd Cambria, Pontarddulais, Swansea, SA4 8AB, trading as “Dragon Fire and Safety”.
2 “Party” means either Dragon Fire and Safety or the Client.
2 “Price” means the sum stated in the Proposal/SoW or determined under Clause 5, subject to adjustments set out in these Conditions.
2 “Project” means the tasks described in the Proposal/SoW and any additional tasks performed by Dragon Fire and Safety related to the Services.
2 “Proposal/SoW” means any documents from Dragon Fire and Safety describing or offering the Services, plus any relevant assumptions, conditions, or limitations.
2 “Rate Card” means Dragon Fire and Safety’s then-current schedule of charges (overtime multipliers, travel, mileage, standpipe, equipment hire, emergency call-outs, consumables, etc.), provided with the Proposal/SoW and available on request.
2 “Services” means the tasks or work that Dragon Fire and Safety performs or is to perform for the Client under the Contract.
2 “Site” means any studio, location, or other premises relevant to the Services.

3. Proposal Validity & Scope Control

3.1 The Proposal remains valid for 30 days (unless stated otherwise).
3.2 Fees, costs, and timelines are estimates unless expressly fixed.
3.3 Change Control. Any Client-driven change in scope, sequencing, hours, locations, hazards, or approvals triggers a Variation. We will notify impacts; no change is binding until confirmed in writing (email suffices) and the Price/schedule are adjusted.
3.4 Out-of-Scope Charging. Any costings not expressly included in the Proposal/SoW are chargeable as per the Rate Card.

4. Standard of Care

4.1 We will perform with the skill and diligence expected of competent health & safety, firefighting, medic, and water operations specialists in similar circumstances in the relevant location.

5. Commercials & Rate Card

5.1 Rates & Multipliers. Base day/hourly rates and any premiums are as per the Rate Card. Overtime multipliers (T1.5, T2, etc.) apply to the base rates in the Rate Card.
5.2 Annual review. Professional rates may be updated annually (1 April) or upon role promotion, with notice for future work.
5.3 Expenses & Management Fee. Third-party costs and expenses are recharged at actuals plus a management fee as per the Rate Card (default 12% unless a bespoke fee is agreed in writing).
5.4 Legal/regulatory attendance. If our personnel must attend legal/regulatory proceedings where we are not a named party, time is chargeable at current professional rates plus 40% uplift, expenses per Rate Card.
5.5 Rate Card governance. For a live PO/SoW, the attached Rate Card version applies unless both Parties agree to update. For ad-hoc/emergency call-outs without a PO, the latest published Rate Card applies.

6. Invoicing & Payment

6.1 Deposits/Retainers. Any initial deposit stated in the Proposal is due within 5 business days of acceptance.
6.2 Payment terms. Unless stated otherwise, net 14 days from invoice date (or net 21 days for weekly invoicing on medics/safety/fire staffing engagements).
6.3 Taxes & withholding. Prices exclude VAT. Client will gross-up for any withholding so we receive the amounts due. Payment in GBP by bank transfer.
6.4 No set-off. Client shall not set-off or withhold against our invoices.
6.5 Late payment. Interest and charges apply under the Late Payment of Commercial Debts (Interest) Act 1998 (currently 8% p.a. above Bank of England base rate), plus statutory fixed-sum compensation and reasonable recovery costs. We may suspend Services and/or reclaim equipment if invoices are overdue.
6.6 Weekly invoicing. For production crew/cover, we may invoice weekly.
6.7 Credit limits. We may set/adjust credit limits and require prepayment at any time.

7. Working Time, Overtime & Premiums (summary—see Rate Card)

7.1 Standard Day. Unless stated otherwise: 10 hours worked + 1 hour unpaid break (“10+1”).
7.2 Overtime. Time beyond Standard Day is charged at T1.5 up to the threshold stated in the Rate Card and T2 thereafter.
7.3 Nights/Bank Holidays. Night shoots past midnight and Bank Holidays may attract a day-rate premium; if overtime occurs on a premium day, multipliers apply to the premiumed rate (see Rate Card).
7.4 Overrun rates. Any fixed £/hr figures from earlier drafts are replaced with “as per the Rate Card.”

8. Travel, Accommodation, Per Diems & Surcharges

8.1 Travel/Accom thresholds. Where call time is before 08:00 or journey time from our Cardiff base exceeds 1 hour, the Client supplies suitable accommodation and per diems (or reimburses as per the Rate Card).
8.2 Mileage/ULEZ/Tolls. Chargeable per Rate Card from our Cardiff base.
8.3 Additional moves. Day rates include mobilising to one specified location; additional moves may incur charges per Rate Card.

9. Additional Operational Charges (see Rate Card)

9.1 Regional Standpipe & Water Licence. Chargeable per Rate Card whenever a bowser is hired. Client is responsible for any permits/consents unless expressly engaged for permitting.
9.2 Water storage dams. If dams are used, an additional de-rig hour at T1.5 applies per Rate Card.
9.3 Consumables. For filming longer than two weeks, a weekly consumables charge per kit applies per Rate Card.

10. Cancellations & Rescheduling (Film/TV H&S, Medic, Fire)

10.1 Cancellation. Unless a written “pencil” exists, cancellation fees apply: see Rate Card (e.g., recommended matrix: >5 business days = 0%; 3–5 = 25%; <48h = 50%; <24h = 100%; plus non-recoverable third-party costs).
10.2 Rescheduling. Date moves within 5 business days of the booking may incur rescheduling charges per Rate Card.
10.3 Third-party pass-through. Non-refundable third-party costs (e.g., hires, hotels, permits) are charged in full.

11. Client Responsibilities & Site Conditions

11.1 Responsible Person & Risk Info. The Client (or Site owner as applicable) remains the Responsible Person and confirms it has provided all known hazards, MSDS/COSHH, drawings, permits, and risk information in good time.
11.2 Permits & consents. Client secures required permissions (police/road closures, water abstraction/standpipe licences, landowner consents, utilities isolations, environmental approvals), unless our Proposal states we will do so.
11.3 Access & welfare. Client provides safe access/egress, ground conditions fit for heavy vehicles/plant, welfare, power, lighting, parking, and security. Damage to surfaces, roads, tracks, or infrastructure caused by access with Client’s instruction is Client’s risk.

12. Safety Precedence & Suspension

12.1 Safety first. If we determine personnel, environment, or property are at risk, we may pause or withdraw until mitigations are in place.
12.2 Costs. Such suspensions are treated as Force Majeure; stand-by and remobilisation are chargeable per Rate Card.

13. Limitations of Services (Firefighting, Water & Medics)

13.1 Initial attack only. On-set fire cover is limited to initial attack and immediate safety/evacuation actions; we are not a substitute for statutory fire & rescue.
13.2 Water risks. Client accepts risks inherent in water use (flooding, ingress, damp, contamination, electrical risk). We do not warrant potability or suitability of water for any purpose unless expressly agreed.
13.3 Medic scope. On-set medics provide immediate first response and stabilisation; they do not replace NHS care. Treatment is provided with informed consent where practicable.

14. Equipment, Title & Risk

14.1 Provided equipment. Standard response bags, medic kits and operational equipment are included unless otherwise stated.
14.2 Loss/damage. Loss or damage (beyond fair wear/tear) to our equipment on Site is re-charged at cost plus restocking/admin per Rate Card. Client maintains “all risks” insurance for hired-in equipment while on Site.
14.3 Substitution. We may substitute equivalent equipment if the original item is unavailable or unserviceable, at no additional cost unless expressly agreed.

15. Insurance

15.1 We maintain industry-standard EL/PL/PI cover with reputable insurers at levels appropriate to our Services; current limits are available on request. Provision of certificates does not expand our liability beyond these Terms.
15.2 Provision of certificates does not expand our liability beyond these Terms.

16. Liability, Indemnities & Net Contribution

16.1 Exclusions. We exclude indirect, special or consequential loss, loss of profit, loss of production, and loss of opportunity.
16.2 Cap. Subject to Clause 16.3, Dragon Fire and Safety’s aggregate liability arising out of or in connection with the Contract (whether in contract, tort (including negligence), breach of statutory duty or otherwise) shall not exceed the lesser of: (a) the total Price actually paid by the Client under the relevant Proposal/SoW in the 12 months immediately preceding the event giving rise to the claim; or (b) the limits of Dragon Fire and Safety’s applicable insurance policy then in force for the Services (per claim and in the aggregate), details available on request.
16.3 Non-excludables. Nothing limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.
16.4 Net contribution. Our liability is limited to the share fairly attributable to our acts/omissions; we are not jointly and severally liable for others.
16.5 Client indemnity. Client shall indemnify us and our Affiliates against third-party claims, losses, and costs arising from (a) Client breach; (b) Client-provided information, instructions, or materials; (c) Site conditions, hidden hazards, or contamination not disclosed; and (d) misuse of equipment.

17. Risk Assessment Sign-Off

17.1 When the Client/responsible person signs or formally approves risk assessments, it confirms the documents accurately reflect known hazards and controls.
17.2 We have no further liability for the identified risks post-sign-off, provided we exercised reasonable care. New or undisclosed information must be promptly notified for update.

18. Subcontracting & Personnel; Non-Solicitation

18.1 We may subcontract elements to reputable providers and remain responsible for their performance.
18.2 Non-solicitation. Client shall not employ or engage our personnel involved in the Services for 12 months after completion, failing which a liquidated fee equal to 25% of the person’s annual remuneration becomes payable.

19. IP & Deliverables

19.1 Ownership. Methodologies, templates, and tools remain our IP.
19.2 Licence. Subject to full payment, Client receives a non-exclusive, non-transferable licence to use deliverables internally for the Project. Third-party disclosure requires our written consent.

20. Confidentiality & Publicity

20.1 Each Party will keep confidential the other’s non-public information.
20.2 Credits & marketing. We appreciate credit where possible. Once a project is public, we may reference our involvement in credentials and social media unless Client requests anonymity in writing.

21. Data Protection

21.1 Each Party complies with UK GDPR and the Data Protection Act 2018.
21.2 Where we process personal data on behalf of the Client, a Data Processing Addendum will apply. Clinical records are handled per applicable confidentiality and retention requirements.

22. Force Majeure

22.1 Events beyond reasonable control (including severe weather, strikes, epidemics, terrorism, war, utility failures, regulatory changes, and unavailability of permits) excuse delay or non-performance. Related stand-by/remobilisation is chargeable per Rate Card.

23. Compliance

23.1 Each Party complies with applicable laws (including CDM 2015, RRO 2005, HASAWA 1974), and with Anti-Bribery/Corruption and Modern Slavery legislation.

24. General

24.1 Entire agreement. This Contract supersedes prior discussions.
24.2 Amendments. Variations must be in writing and signed/confirmed by both Parties.
24.3 Assignment. Neither Party may assign without consent (not unreasonably withheld), save we may assign to an Affiliate.
24.4 Notices. Notices may be served by email to the addresses in the SoW/PO and are deemed received on business days when no bounce is received.
24.5 Severability & waiver. If a clause is unenforceable, the remainder continues. No failure to enforce is a waiver.
24.6 Third-party rights. No third party may enforce these Terms (Contracts (Rights of Third Parties) Act 1999 excluded).

25. Governing Law & Dispute Resolution

25.1 Law. England and Wales.
25.2 Escalation. Senior representatives shall meet in good faith; failing resolution, exclusive jurisdiction of the courts of England and Wales.

Schedule A — Commercial Summaries (for ease; the Rate Card governs)

A1. Overtime Multipliers (summary):
• Crew (general): T1.5 after 10 hours worked; T2 thereafter.
• Medics/Firefighters: Standard Day 10+1; T1.5 to the next threshold; T2 beyond (as per Rate Card).
• Nights/Bank Holidays: Premium day rate applies; overtime multipliers are applied to the premiumed rate.

A2. Travel & Surcharges:
• Travel/accommodation/per diems when journey > 1 hr from Cardiff or call-time < 08:00 (as per Rate Card).
• Mileage, ULEZ/tolls: as per Rate Card.
• Additional moves: as per Rate Card.

A3. Water Operations:
• Regional Standpipe/Water Licence when a bowser is hired: as per Rate Card.
• Water storage dams: extra de-rig hour at T1.5 (as per Rate Card).

A4. Consumables & Equipment:
• Weekly consumables per medic kit after week 2: as per Rate Card.
• Loss/damage: cost + restocking/admin as per Rate Card.

A5. Cancellation/Rescheduling:
• Fees per Rate Card; non-recoverable third-party costs passed through.