Terms of Engagement

Last updated: March 2026

1. Definitions

In these Terms of Engagement, the following definitions apply: "WHY-S", "we", "us", or "our" refers to WHY-S Security & Intelligence Services Ltd, a company registered in the Republic of Ghana, with its registered office at Osu Badu Street (Opp. Royal Habit), Dzorwulu, Plot No. 10, Accra, Ghana. "Client", "you", or "your" refers to any individual or organisation that engages WHY-S for services, accesses the client portal, or submits enquiries through our website. "Services" means all security, intelligence, investigation, consultancy, and related services provided by WHY-S as agreed in writing. "Portal" means the secure client portal accessible at whys-security.com/portal, used for document exchange, incident reporting, consultation scheduling, and secure messaging. "Engagement" means the period during which WHY-S is contracted to provide services to the Client.

2. Scope of Services

WHY-S provides security and intelligence services including, but not limited to: Physical Security & Protection — Tactical guarding, executive and diplomatic protection, secure logistics, and critical asset protection. Intelligence & Risk Analysis — Regional risk briefings, corporate threat modelling, vulnerability mapping, and due diligence investigations. Investigations & Forensics — Corporate investigations, fraud investigation, surveillance, and digital forensics support. All services are delivered in accordance with a written scope of work agreed between WHY-S and the Client prior to commencement. Services not explicitly included in the agreed scope require a separate written agreement. WHY-S reserves the right to decline or withdraw from any engagement where the requested services conflict with our ethical governance charter, applicable law, or operational safety requirements.

3. Client Obligations

The Client agrees to: Provide Accurate Information — Supply complete and truthful information necessary for the delivery of services. WHY-S is not liable for consequences arising from incomplete or inaccurate information provided by the Client. Cooperate with Operational Requirements — Comply with reasonable security protocols, instructions, and procedures communicated by WHY-S personnel during the engagement. Maintain Confidentiality — Keep confidential all operational details, personnel identities, methodologies, and intelligence products provided by WHY-S, unless disclosure is required by law. Portal Responsibilities — Maintain the security of portal login credentials (Client ID and passkey). Immediately notify WHY-S of any suspected unauthorised access. Do not share portal credentials with unauthorised individuals. Lawful Use — Use WHY-S services and the client portal only for lawful purposes. Do not upload malicious files, conduct denial-of-service activities, or attempt to compromise portal security.

4. Limitation of Liability

WHY-S delivers services with professional diligence and in accordance with industry standards. However: No Guarantee of Outcomes — Security and intelligence services involve inherent uncertainty. WHY-S does not guarantee the prevention of all security incidents, the accuracy of all intelligence assessments, or the success of all investigations. Maximum Liability — To the fullest extent permitted by law, WHY-S's total liability arising from or in connection with an engagement shall not exceed the total fees paid by the Client for that engagement in the 12 months preceding the claim. Exclusions — WHY-S shall not be liable for indirect, consequential, incidental, or punitive damages, loss of profit, loss of data, or business interruption, except where caused by gross negligence or wilful misconduct. Force Majeure — WHY-S shall not be liable for delays or failures caused by circumstances beyond our reasonable control, including natural disasters, civil unrest, government actions, pandemics, or infrastructure failures.

5. Confidentiality

Both parties agree to maintain the confidentiality of all information exchanged during the engagement: WHY-S Obligations — We treat all client information, operational details, and deliverables as strictly confidential. Information is shared only with WHY-S personnel who require access for service delivery, and with third parties only with the Client's prior written consent or where required by law. Survival — Confidentiality obligations survive the termination of the engagement for a period of 5 years, or indefinitely where the information constitutes trade secrets. Exceptions — Confidentiality obligations do not apply to information that is already in the public domain, independently developed, lawfully received from a third party, or required to be disclosed by law or court order.

6. Governing Law

These Terms of Engagement are governed by and construed in accordance with the laws of the Republic of Ghana. All services are delivered in compliance with applicable Ghanaian legislation, including but not limited to the Private Security Organizations Act, 2022 (Act 1069), the Data Protection Act, 2012 (Act 843), and the Companies Act, 2019 (Act 992). Where services are delivered in jurisdictions outside Ghana, WHY-S will comply with the relevant local laws in addition to Ghanaian law.

7. Dispute Resolution

In the event of a dispute arising from or in connection with these terms or any engagement: Negotiation — The parties shall first attempt to resolve the dispute through good-faith negotiation within 30 days of written notice. Mediation — If negotiation fails, the parties agree to submit the dispute to mediation administered by a mutually agreed mediator in Accra, Ghana, before pursuing any other remedy. Arbitration — If mediation does not resolve the dispute within 60 days, either party may refer the matter to arbitration under the Alternative Dispute Resolution Act, 2010 (Act 798) of Ghana. The arbitration shall be conducted in Accra in the English language. Injunctive Relief — Nothing in this clause prevents either party from seeking urgent injunctive or interim relief from a court of competent jurisdiction where necessary to protect confidential information or prevent irreparable harm.

8. Termination

Either party may terminate an engagement under the following conditions: By Notice — Either party may terminate the engagement by providing 30 days' written notice, unless a different notice period is specified in the agreed scope of work. For Cause — Either party may terminate immediately by written notice if the other party commits a material breach that remains unremedied 14 days after written notice of the breach. By WHY-S — WHY-S may terminate or suspend services immediately if continued performance would, in our reasonable judgement, pose a risk to the safety of our personnel, violate applicable law, or conflict with our ethical governance charter. Effect of Termination — Upon termination, the Client shall pay all fees for services rendered up to the date of termination. WHY-S shall return or securely destroy Client materials as directed, subject to legal retention requirements. Confidentiality obligations and limitation of liability survive termination.