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.