Freedom of Contract and Its Boundaries
A private security service agreement begins with the fundamental principle framed by Article 319 of the Civil Code: subjects of private law may, within the limits of the law, freely conclude contracts and determine their content. They may also conclude contracts that are not provided for by law but do not contradict it — and therefore the particular format of premises protection, personnel protection or another type of security service is a matter for the parties to arrange, so long as it does not conflict with the law. The same norm contains the boundaries as well: where the validity of a contract depends on a state permit, this must be regulated by a separate law; a party occupying a dominant position on the market bears an obligation to conclude a contract and may not groundlessly offer a counterparty unequal conditions; and persons who acquire services for non-commercial purposes or to satisfy vital needs may not be unreasonably refused conclusion of a contract, provided the other party acts within its entrepreneurial activity. A dominant market position creates a special duty: such a party may not groundlessly impose unequal terms on a counterparty.
Making an Offer and an Invitation to Treat
The conclusion of a service agreement starts with a proposal. Article 329 of the Code determines that a proposal to conclude a contract — an offer — is deemed made where the proposal, addressed to one or several persons, expresses that the offeror is prepared to perform its proposal in the event of consent, that is, acceptance. Accordingly, a concrete proposal from a security company addressed to a defined person, specifying the object of protection, the content and the conditions, and showing readiness to perform them, is an offer. A proposal addressed to an indefinite circle of persons constitutes an invitation to treat, unless something else is directly indicated in the proposal — which is why a broad advertising announcement does not yet create an obligation until a concrete offer has been made and accepted.
The Mandate Model in Service Relations
Article 709 of the Civil Code defines the concept of a mandate contract: under it the mandatary is obliged to perform for the mandator one or several entrusted acts in the name and at the expense of the mandator. In security practice this model becomes relevant where the service is not the simple delivery of a result but the performance of specific acts in the client's name and at its expense. The criterion of acting in the name and at the expense of another determines which rules govern the parties' relationship and who answers for the risks that arise in the course of performance.
Remuneration and How It Is Determined
The price of the service is regulated by Article 710 of the Code: the mandator is obliged to pay the mandatary remuneration only in the cases provided for by the contract or by law. Remuneration is deemed implicitly agreed where, according to the circumstances, the performance of the act is expected only for remuneration — which means that for a professional security service, where payment is clearly expected, remuneration counts as agreed even if not directly fixed. If the amount of remuneration is not determined, then where some rate exists the rate remuneration is deemed agreed, and likewise where no rate exists — the customary remuneration. Writing the price explicitly spares both parties later disputes.
Termination at Any Time
The parties may terminate a mandate contract at any time, and an agreement to waive this right is void — this is the direct rule of Article 720 of the Code. The consequences of termination, however, differ depending on who terminates: if the contract was terminated by the mandatary at a time when the mandator was deprived of the possibility to secure its interests otherwise, the mandatary must compensate the damage caused by the termination, except where it had an important ground for doing so. If the contract is terminated by the mandator, it must reimburse the mandatary all necessary expenses incurred in performing the entrusted act, and, where the contract was remunerated, pay remuneration in proportion to the work performed.
Frequently Asked Questions
Can the parties agree that neither will terminate the contract?
No. A mandate contract may be terminated by the parties at any time, and an agreement to waive this right is void.
What happens if the amount of remuneration is not fixed?
Where a rate exists, rate remuneration is deemed agreed; where no rate exists, the customary remuneration applies.
When is an advertisement an offer?
A proposal addressed to an indefinite circle of persons is an invitation to treat unless directly indicated otherwise; only a proposal expressing readiness to perform upon acceptance is an offer.
How We Help on Legal.ge
A security service agreement demands a precise calculation of the balance created by every stage from offer to termination. Our team will help you draft the contract conditions, define the remuneration regime and manage the consequences of termination. Contact us and receive a legal assessment tailored to your situation.