Terms & Conditions

Citadel Security Group, LLC

Effective Date: upon Client's signature/initials on the applicable Proposal | Last Updated: June 30, 2026

1. Definitions

"Agreement" means, collectively, these Terms and Conditions and the applicable Proposal, which together constitute the entire understanding between Citadel and the Client for the engagement described in the Proposal.

"Citadel," "Provider," or "Company" means Citadel Security Group, LLC, a Colorado limited liability company.

"Client" means the individual or entity identified on the Proposal as the recipient of Services.

"Proposal" means the written proposal, quote, or service order issued by Citadel to Client that describes the Scope of Work, Schedule of Services, pricing, deposit requirements (if any), and any additional terms specific to that engagement, and which becomes binding upon signature or initialing by an authorized representative of the Client.

"Services" means the security services described in the Scope of Work, including but not limited to security guard services, patrols, access control, incident response, and other site-specific services.

"Scope of Work" and "Schedule of Services" mean the descriptions of duties, sites, hours, and staffing levels set forth in the Proposal.

2. Scope of Service

This Terms and Conditions Agreement governs the provision of security services (“Services”) by Citadel Security Group, LLC to the Client. The Scope of Work and Schedule of Services are defined in the accompanying Service Agreement. The Service Agreement also outlines any additional terms agreed upon by both parties. Together, this Terms and Conditions Agreement and the Service Agreement constitute the full understanding between the parties and are legally binding. Citadel Security Group, LLC shall provide security personnel and resources necessary to perform the Services described in the Scope of Work, including but not limited to security guard, patrols, access control, incident response, and other site-specific services as outlined in the “Service Agreement”

3. Term

This Terms and Conditions Agreement shall remain in effect for a period of one (1) year from the Effective Date, unless terminated earlier in accordance with its provisions. Each Service Agreement executed under this Terms and Conditions Agreement shall define the specific term of service (“Term”) for that engagement. Upon expiration of the Term in any Service Agreement, services will automatically continue on a month-to-month basis unless otherwise agreed in writing. In the absence of a new executed Service Agreement, Citadel Security Group, LLC reserves the right to increase the service rate by five percent (5%) annually, beginning on the first day of the month-to-month renewal period.

4. Payment Terms

Client agrees to pay all service fees as outlined in the Proposal, including the rates for scheduled services, any remaining balance after deposit, service overages, and applicable taxes, within fifteen (15) days of receiving an accurate invoice from Citadel Security Group, LLC.

A processing fee of 3.7% will apply to all credit card payments, subject to change based on prevailing processing rates. Invoices not paid within fifteen (15) days are subject to a 2.0% monthly compounding late fee.

Any billing disputes must be submitted in writing within ten (10) days of the invoice date. If no written dispute is received within that period, the invoice shall be deemed final. Dissatisfaction with services rendered does not waive the Client's obligation to pay, except in cases where services were not provided in accordance with the agreed Scope of Work. Alternate payment terms may apply if expressly stated in the attached Proposal.

5. Schedule of Services

Citadel Security Group, LLC agrees to provide the personnel, labor, materials, and equipment necessary to perform services as outlined in the Schedule of Services and Scope of Work included in the attached Proposal.

Unless otherwise specified in the Proposal, Client will be billed at the holiday rate of time and a half (1.5x) for services performed on the following recognized holidays: New Year's Day, Independence Day, Thanksgiving Day, and December 25th. Any services requested outside the agreed-upon Schedule of Services will be billed at the overtime rate of time and a half (1.5x), unless otherwise agreed to in writing by both parties.

7. Cancellation Terms

If a deposit is required as outlined in the Service Agreement the Client agrees to pay up to 100% of the total estimated cost no later than seven (7) days prior to the scheduled start of service. Failure to provide the deposit by this deadline may result in cancellation of services by Citadel. Cancellations received within seven (7) calendar days of the scheduled service start date will result in forfeiture of the full deposit amount. Cancellations received within thirty (30) calendar days of the scheduled service start date will result in a partial refund of fifty percent (50%) of the deposit. Cancellations received more than thirty (30) days prior to the scheduled service start date may be eligible for a full refund of the deposit.

8. Change of Work

Citadel Security Group, LLC reserves the right to adjust rates in response to any changes to the Scope of Work or Schedule of Services requested by the Client. Client agrees to a minimum of six (6) hour shifts for all scheduled service. If the Client ends any scheduled shift early or cancels with less than twenty-four (24) hours' notice, Citadel will bill a minimum of six (6) hours per shift.

Changes to the Scope of Work or Schedule of Services may be made in writing and agreed upon by both parties without requiring an amendment to the Proposal or these Terms and Conditions.

9. Personnel, Equipment & Expenses

Citadel Security Group, LLC shall assign personnel to perform services as outlined in the attached Proposal. Personnel shall be uniformed and equipped in accordance with the specifications set forth in the Proposal. Citadel shall ensure that its personnel are trained and supervised in accordance with accepted industry standards to carry out the duties described in the Scope of Work.

The Client may request the removal of any assigned personnel from its site, on a non-discriminatory basis. Citadel will make reasonable efforts to accommodate such requests, provided that any employment actions taken comply with applicable labor laws and employment regulations. The Client acknowledges that while it may request the removal of specific individuals from its property, it may not require employment decisions that violate applicable law. The Client is responsible for maintaining a safe, respectful, and legally compliant work environment for Citadel personnel while they are assigned to Client property.

Citadel shall provide and maintain the equipment necessary to perform the services described in the Proposal. No additional equipment, materials, or expenses will be billed to the Client unless expressly agreed to by both parties in writing. If additional equipment or materials not listed in the Proposal are required to perform the agreed-upon services, the Client shall be responsible for furnishing such items or for approving the associated cost in writing prior to deployment.

Citadel Security Group, LLC is an Independent Contractor, and all persons employed to furnish services hereunder are employees of Citadel Security Group, LLC and not of Client.

10. Fuel Surcharge

The rates set forth in the Proposal are based on an assumed average fuel price of $3.50 per gallon. If the U.S. average retail gasoline price, as published by the U.S. Energy Information Administration (EIA), exceeds this baseline, Citadel may apply a fuel surcharge to vehicle-based services, including but not limited to mobile patrols, alarm and incident response, transport services, and any other services requiring the use of a Citadel vehicle ("Vehicle-Based Services").

The fuel surcharge shall be calculated as a percentage adjustment of six percent (6%) to the applicable rates for Vehicle-Based Services, based on prevailing fuel prices, and shall be reviewed and adjusted no more frequently than monthly. The surcharge shall be reduced or removed automatically when published fuel prices fall below the $3.50 per-gallon baseline.

11. Non-Solicitation

The Client agrees not to solicit for employment any employee of Citadel Security Group, LLC with whom they have had contact as a result of this Agreement, while that individual is employed by Citadel Security Group, LLC and for twelve (12) months following termination of such employment, unless specifically agreed to in writing. Any violation of this non-solicitation provision will result in a recruiting charge of $5,000 per occurrence.

12. Licenses & Permits

Citadel Security Group, LLC is responsible for maintaining all required business licenses, certifications, and registrations necessary to legally operate and perform security services under applicable federal, state, and local laws.

The Client shall be responsible for obtaining and maintaining any licenses or permits required for the lawful operation of its business or for the performance of services by Citadel on Client property, and shall make them available for inspection upon request. The Client shall also ensure full compliance with all applicable federal, state, and local laws, regulations, and ordinances related to the scope of services performed under this Agreement.

13. Insurance

Citadel Security Group, LLC shall carry and maintain Workers' Compensation insurance of $1,000,000, Comprehensive General Liability insurance in the amount of $2,000,000 combined single limit, and Automobile Liability insurance in a minimum amount of $1,000,000 combined single limit for Citadel's vehicles. Additionally, umbrella coverage shall be carried by Citadel Security Group of an additional $4,000,000.

Citadel Security Group, LLC shall furnish to Client a Certificate of Insurance evidencing such coverage upon request sent to COI@CitadelSecurityUSA.com.

14. Indemnification

Client shall defend, indemnify, and hold harmless Citadel Security Group, LLC, including its officers, directors, employees, agents, and representatives, from and against any and all claims, actions, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from the acts, omissions, or willful misconduct of Client or its personnel in connection with this Agreement.

Additionally, Client agrees to defend, indemnify, and hold harmless Citadel from any claims, losses, damages, or liabilities — whether involving third parties, Citadel personnel, or others — that occur on Client property during the course of service and may result in liability exposure to Citadel's insurance, except to the extent such claims arise from the gross negligence or willful misconduct of Citadel. This indemnification obligation shall survive the termination or expiration of this Agreement.

Subject to the limitations contained herein, Citadel Security Group, LLC shall likewise defend, indemnify, and hold harmless the Client, including its officers, directors, employees, agents, and representatives, from and against any and all claims, actions, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from the acts, omissions, or willful misconduct of Citadel or its personnel in connection with this Agreement.

15. Non-Guarantees

Citadel Security Group, LLC (“Citadel”) provides security services only as a deterrent and to help reduce risk. Citadel makes no guarantees, warranties, or representations, express or implied, about how effective these services will be, whether they will prevent loss, or what the outcomes will be. The Client acknowledges that security personnel or systems cannot guarantee protection against all incidents, threats, injuries, criminal acts, or property damage.

Citadel’s responsibilities apply only during the dates and hours that Citadel personnel are scheduled and physically present on the Client’s property under the Service Agreement. Citadel shall have no responsibility or liability for any incident, loss, injury, damage, or claim that occurs, begins, or is discovered at any time when Citadel personnel are not on site. This includes periods before or after scheduled shifts, between patrol visits, during unscheduled or canceled coverage, and at any location outside the assigned post or patrol area.

Citadel also shall have no liability for any loss, injury, damage, or claim arising out of or related to criminal acts, third-party conduct, or other incidents on Client property, whether or not Citadel personnel are present. The Client accepts and assumes all risks associated with its operations and understands that Citadel’s role is limited to performing the services described in the Service Agreement.

16. Termination

Citadel Security Group, LLC or the Client may terminate this Agreement for cause with fourteen (14) days' written notice, specifically identifying Citadel's failure to perform services as outlined in the Scope of Work within the Proposal. Citadel shall have the opportunity to cure any alleged deficiencies during the notice period.

If the Client terminates this Agreement or any Proposal prior to the expiration of the agreed-upon term without cause, the Client shall remain responsible for payment of thirty (30) days of scheduled services. In all cases, the Client shall remain responsible for all payments due for services rendered, authorized expenses incurred, and any obligations accrued under this Agreement through the effective date of termination. Citadel may also terminate this Agreement immediately upon determining that the Client has materially breached any provision of this Agreement.

17. Binding Effect

This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto, and their successors and assigns. Citadel Security Group, LLC may assign this Agreement to a parent, subsidiary, or affiliate, or as a result of a sale, merger, consolidation, conversion, or other transfer of all or substantially all of Citadel's assets. The Client may assign this Agreement to a parent, subsidiary, or affiliate of Client, or as a result of a sale, merger, consolidation, conversion, or other transfer of all or substantially all of Client's assets, with Citadel Security Group, LLC's consent.

18. Entire Agreement & Amendments

These Terms and Conditions, together with the accompanying Proposal — which defines the Scope of Work, Schedule of Services, pricing, and any additional terms specific to the engagement — constitutes the entire agreement between the Client and Citadel Security Group, LLC. No representations, promises, or agreements, whether oral or written, not expressly incorporated herein or in the Proposal shall be valid or enforceable. This Agreement may only be amended by a written instrument signed by the Client and, if applicable, acknowledged by Citadel in writing.

19. Notices

All notices, requests, demands, or other communications required or permitted under this Agreement shall be in writing and deemed properly given when delivered in person, by certified mail, or by email with confirmation of receipt.

Citadel Security Group, LLC

129 W Sherman Oak Way, PO BOX 326

Nixa, MO 65714

Email: Contracts@CitadelSecurityUSA.com

Notices to Client shall be sent to the contact name, address, and/or email provided by Client on the applicable Proposal.

20. Legal

In the event any legal action is taken by either party against the other to enforce any of the terms and conditions of this Agreement, the unsuccessful party shall pay to the prevailing party all court costs, reasonable attorneys' fees, and expenses incurred by the prevailing party. Client agrees that any legal action shall take place in the State of Colorado. Client also agrees to mediation as a means for resolution.

21. Force Majeure

Citadel Security Group, LLC shall not be held liable for any delay or failure in performance under this Agreement, including any claims for damages or liquidated damages, if such delay or failure is caused by events beyond its reasonable control. These events include, but are not limited to, natural disasters, acts of God, war, terrorism, civil unrest, labor strikes, government orders, power outages, public health emergencies, or any other circumstance that makes performance impracticable or impossible (each a "Force Majeure").

22. Exhibits & Headings

In the event any exhibit attached to these Terms and Conditions contains terms or conditions that conflict with or add to the terms of this Agreement, the provisions of these Terms and Conditions shall take precedence unless the conflicting or additional terms are expressly agreed to in writing and signed by both parties. Any such mutually accepted terms shall be considered part of this Agreement only if clearly identified and initialed by the Client. These Terms and Conditions are intended to govern the general terms and conditions of service, while the specific Schedule of Services and Scope of Work shall be set forth in the accompanying Proposal.

23. Counterparts & Acceptance

These Terms and Conditions may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute the same instrument. Execution and delivery by electronic means, including scanned signatures or electronic signature platforms, shall be valid and binding.

This Agreement shall be deemed accepted and enforceable upon execution by the Client, regardless of whether it is separately countersigned by Citadel Security Group, LLC. By signing or initialing the accompanying Proposal — which incorporates these Terms and Conditions by reference and outlines the specific Schedule of Services and Scope of Work — the Client acknowledges and agrees to be bound by the terms set forth herein. No additional signature by Citadel Security Group, LLC shall be required to render this Agreement binding.

Each individual signing or initialing the Proposal on behalf of the Client represents and warrants that they are duly authorized to bind the Client to the terms herein.