1. Application

1.1 These terms and conditions, including the schedules (T&Cs), shall apply to the provision of the Services by The Keyholding Company (TKC) to the Client.  

1.2 TKC may make reasonable changes and updates to these T&Cs by providing the Client with written notice, in accordance with Clause 19 (Communication). 

1.3 In the event of a conflict between these T&Cs and the terms agreed in a Quote, the terms of the Quote shall prevail.

2. Definitions

Alarm Receiving Centre (ARC): a continuously manned remote centre to which alarm activations and/or video data are signalled and passed to the relevant responder (e.g., police, fire brigade, keyholder). 

Assignment Instructions: the assignment instructions per Property acquired during a Survey, or where a Survey is not required the generic assignment instructions provided by the Client, which are available on the Client Platform. 

Authorised Users: those employees, agents, independent contractors who are authorised by the Client to use the Client Platform, including any end clients of the Client that are identified in a Quote. 

Available Services: the available services provided by TKC as described in the Service Descriptions.

Call Out Charges: additional charges required in response to client demand or system maintenance requirements, including deinstallation of Equipment, replacement parts or batteries, out of warranty repairs, parking and congestion charges. The rate card for these charges is provided in the Quote.  

Client: any client of TKC that is not a private individual using the Services solely for personal or household purposes, including any business, charity, public body, landlord, association or other organisation, the details of which are, set out in a Quote. 

Client Data: the data inputted by Authorised Users, or TKC on the Client’s behalf for the purpose of using or facilitating the Client’s use of the Client Platform.  

Client Facilities: any mains electrical installations, and functional Wi-Fi and/or internet connectivity to enable the Legacy System or Installed System to operate. 

Client Materials: all documents, information, items and materials in any form, whether owned by the Client or a third party, which are provided by the Client to TKC in connection with the Services. 

Client Platform: the TKC website provided for Clients to view their accounts or receive the Services, available at: https://platform.keyholding.com/

Deliverables: any reports, analyses, documents, data, presentations, methodologies, or other materials or output of the Services to be provided by TKC to the Client as specified in a Quote (excluding the equipment of TKC). 

Effective Date: the first date that the Client accepts and/or signs a Quote.  

Equipment: the equipment which may include: video surveillance system equipment, network video recorder, security alarm systems, intruder alarms systems and components, fire alarms, sensors and associated hardware, access control systems, servers and digital recording equipment. 

Fees: the fees which are payable by the Client for the provision of the Services, as set out in the Client Platform and/or the Quote. Fees for attendances on public holidays shall be doubled unless stated otherwise in a Quote.  

Handover Acceptance Certificate: the certificate provided to the Client on completion of an Installation.

Handover Date: the date on which the Installation is completed and the Handover Acceptance Certificate is provided.

Handover Documentation: all the documentation relevant to the Installation, which may include the User Guide, Handover Acceptance Certificate, Equipment manufacturer warranty information, a system record describing the Installation, National Security Inspectorate (NSI) certificate of compliance, any manufacturer manuals, instructions re regular testing of the Equipment, relevant British Standards or industry codes of practice, including where applicable the NSI codes of practice. 

Hire Period: the period during which TKC supplies Temporary Security Equipment at a Property, commencing on installation and ending on removal, as set out in the Quote. 

Installation or Installed System: the installation of the Equipment by TKC at a Property, as set out in the Quote. 

Installation Standard: is the standard to which the Equipment is to be installed and/or maintained, together with any other formal requirements stipulated as a condition of the regulatory body by which TKC is approved. This may include standards such as PD 6662:2017, BS EN 50131-1:2006, DD CLC/TS 50131-7:2010, BS 8243:2010, NCP 104.3, BS EN 62676-1-1:2014, and BS EN 62676-4:2015.

Keys: the instruments of whatever nature including the Password, keys (both physical and digital), swipe cards, fobs, and security codes used to gain access to a Property. 

Insurer Requirements: any inspection frequency or other conditions stipulated by the Client’s insurer as a prerequisite for maintaining valid insurance cover on a Property, as notified to TKC in writing by the Client. 

Malware: any thing or device (including any software, code, file or programme) which may: (a) prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; (b) prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or (c) adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

Legacy System: a system at a Property that was not installed by TKC, which includes: security systems including CCTV; Intruder; Fire, and Access Control, as described in a Quote. 

Minimum Hire Period: the minimum hire period for Temporary Security Equipment as set out in the Quote, during which hire Fees remain payable regardless of early termination. 

Officer: either an employee of TKC or of a Service Partner that is Security Industry Authority (SIA) licenced, and is duly authorised to perform the Services for or on behalf of TKC. 

Password: any confidential authentication information used to verify a user’s identity when accessing the Services, including (without limitation) any password, passphrase, personal identification number (PIN), security code, or other secret credential, whether used alone or together with any other authentication factor. 

Preventative Maintenance: the routine inspection of an Installed System or Legacy System to verify that it continues to function and to identify and rectify any items found faulty, worn, or in need of scheduled replacement. 

Property or Properties: the property or properties in respect of which the Services are to be provided, the details of which are set out in the Client Platform and/or the Quote.  

Quote: a quote or order agreed between TKC and the Client from time-to-time specifying the Services, and Deliverables (if any), agreed in accordance with clause 4, to be provided by TKC, the timetable for their performance and any related matters. 

Risk Management Tool (RMT): the proprietary security risk management software provided by TKC to the Client via the Client Platform, comprising the tool to complete a security risk assessment a risk register and dashboard. 

Services: the Available Services which are ordered by the Client in a Quote, or that are ordered directly by the Client via the Client Platform. 

Service Partner: a properly licensed and accredited third party subcontracted by TKC to provide any of the Services on TKC’s behalf. 

Statutory Minimum Wage: the minimum hourly rate of pay which an employer is required by law to pay to a worker of the relevant age under the United Kingdom’s minimum wage legislation in force from time to time, including any replacement, consolidation or successor legislation or wage regime. 

Survey: an appraisal of the Property carried out by TKC Personnel to confirm capability to provide the Service for the Property and where relevant to record Assignment Instructions and collect Keys. 

System Design Proposal: the proposed design of the security system by TKC in accordance with BS EN ISO 9001:2015 to meet the Client’s requirements, defining the level of protection, surveillance or access, and setting out the Equipment to be Installed as set out in a Quote. 

Temporary Security Equipment: any temporary security hardware supplied by TKC or a Service Partner and installed at a Property, as set out in a Quote, including (without limitation) temporary alarm systems, CCTV towers or cameras, security screens, security doors, key safes and access control devices. 

TKC: The Keyholding Company Limited incorporated and registered in England and Wales with company number 03538605 whose registered office is at 28 Kirby Street, London, EC1N 8TE. 

TKC Personnel: any staff member of TKC or a Service Partner, Officer, consultant, engineer, competent professional or representative who is duly authorised to perform the relevant Services for or on behalf of TKC.  

User Guide: any guide(s) or documentation supplied with the Equipment either by TKC or by the Hardware’s manufacturer that explains how to use the Equipment. 

3. Term

3.1 These T&Cs shall commence on the Effective Date and shall continue in force for the fixed or rolling periods set out in the relevant Quotes, unless terminated earlier in accordance with clause 12 (Termination). 

3.2 TKC shall provide the Services from the Effective Date, unless a later start date is specified in a Quote. 

4. Quotes

4.1 The Client may procure any of the Available Services by agreeing a Quote with TKC pursuant to this Clause 4.  

4.2 Each Quote shall be agreed by either: 

(a) the Client requesting a quote for TKC to provide the specified Available Services, which the Client later digitally signs or accepts; or 

(b) the Client selecting the Available Services directly via the Client Platform, in accordance with the Fees and conditions set out on the Client Platform.  

4.3 Once a Quote has been agreed in accordance with clause 4.2, no amendment shall be made to it except if made in writing and agreed by both Parties. 

4.4 Each Quote shall be part of these T&Cs and shall not form a separate contract to it. 

5. TKC General Obligations

5.1 TKC shall use reasonable care and skill in carrying out the Services and shall comply with any relevant codes of practice applicable to the security industry, and all relevant Security Industry Authority (or equivalent) requirements in relation to TKC Personnel engaged by TKC to provide Services to, at, or in respect of the Property.  

5.2 TKC will protect Client Data, and the Client’s details (including the Assignment Instructions and Password) in accordance with good industry practice and Our Standards. 

5.3 TKC shall use reasonable endeavours to meet estimated timings for performance of Services, but the Client acknowledges that time shall not be of the essence. 

5.4 TKC shall endeavour to make the Client Platform available 24 hours a day, seven days a week, except for planned and unscheduled maintenance.    

5.5 TKC shall only provide the core service requirements as described in the Available Services. Service enhancements (bespoke workflows, one-off requests, etc) requested by the Client are not guaranteed by TKC. Should TKC agree to such a request, in accordance with Clause 4.3, such enhancements will be provided on a best-effort basis only. 

6. Client General Obligations

6.1 If TKC needs: Keys; Assignment Instructions; Password and/or any other information; materials or consents; and/or access to the Property to provide the Services, the Client shall provide them as necessary and promptly inform TKC of any changes to the same throughout the Term. 

6.2 The Client shall provide and keep updated during the Term via the Client Platform, all Assignment Instructions and Client contact information (including out of hours contacts, telephone number, email and physical addresses). 

6.3 TKC will not be liable to the Client for any delay or failure to provide the Services where such delay or failure is due to the Client’s failure to comply with the provisions of Clauses 6.1 and 6.2.  

6.4 The Client warrants and represents that it shall: 

(a) notify TKC of any health and safety risks in respect of all Properties including any known hazards, including structural defects, unsafe access, hazardous materials, flooding or electrical or gas risks. The Client acknowledges that TKC Personnel: (i) are not obligated to enter areas of a Property that are not included in a Survey; (ii) will not enter any areas that are deemed unsafe by TKC Personnel during a dynamic risk assessment of the Property; 

(b) provide TKC, free of charge, with safe access to the Property and the Legacy System and ensure that the Legacy System is fit for purpose, well maintained and lawful; 

(c) either be the owner of the Property or duly authorised and entitled to appoint TKC to provide the Services and (where relevant) to provide the Keys to TKC;  

(d) obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable TKC to provide the Services, including in relation to the use of all Client Materials and the use of the Legacy System, in all cases before the date on which the Services are to start; 

(e) ensure that neither it nor any employee, agent, occupier, visitor or other third party engages in any conduct that could create a hostile, unsafe, intimidating or offensive working environment for TKC Personnel. The Client acknowledges that TKC Personnel are entitled to work in a safe and respectful environment, free from harassment (including sexual harassment), bullying, discrimination, abuse, racism or other inappropriate behaviour, in accordance with applicable law, including the Health and Safety at Work etc. Act 1974, the Equality Act 2010 and the Worker Protection (Amendment of Equality Act 2010) Act 2023, as amended. If TKC Personnel experience or witness any such conduct, they may immediately leave the Property and/or cease the Services without penalty. The Client shall co-operate in any investigation and take all reasonable steps to prevent recurrence;  

(f) not re-sell the Services to any of its end clients unless TKC has expressly agreed that the Client can do this in a Quote; and 

(g) prior to TKC attending any Property and promptly upon any update, notify TKC in writing of the presence, location and condition of any known or suspected asbestos-containing materials, and shall provide TKC with a copy of any asbestos register or asbestos management plan held for that Property, kept current in accordance with the Control of Asbestos Regulations 2012.The Client acknowledges that any additional costs incurred by TKC as a result of the presence of asbestos-containing materials at a Property — including without limitation specialist equipment, additional safety measures or revised working methods — shall be charged to the Client in addition to the agreed Fees. 

7. Client Platform

7.1 Subject to the Client paying the Fees, the restrictions set out in this clause 7 and the other terms and conditions of these T&Cs, TKC hereby grants to the Client a non-exclusive, non-transferable right and licence, with a limited right to grant a sublicence to any end client identified in the relevant Quote, to permit the Authorised Users to use the Client Platform during the Term to access and use the Client Platform solely for the Client’s internal business operations.  

7.2 The Client is solely responsible for managing and controlling access to the Client Platform by Authorised Users. The Client must ensure that each Authorised User has the permission to use the Client Platform in accordance with their authority to act on behalf of the Client, including providing instructions, making requests, viewing sensitive information and entering into Quotes with TKC. TKC shall be entitled to rely on any instructions, communications, or authorisations received through the Client Platform by an Authorised User as if they were duly given by the Client. The Client accepts full responsibility for any actions taken by Authorised Users and agrees to indemnify and hold TKC harmless from any claims, losses, or liabilities arising from unauthorized or improper use of the Client Platform by Authorised Users. 

7.3 In relation to the Authorised Users, the Client undertakes (on behalf of itself, its subcontractors and its end clients) that each Authorised User shall keep a secure password for their use of the Client Platform, that such password shall be changed as prompted and that each Authorised User shall keep their password confidential.

7.4 The Client (its subcontractors and end clients) shall not access, store, distribute or transmit any Malware, or any material during the course of its use of the Client Platform which: (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence;  (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (f) is otherwise illegal or causes damage or injury to any person or property;  and TKC reserves the right, without liability or prejudice to its other rights, to disable the Client’s access to the Client Portal for breaches of this Clause 7.4.

7.5 The Client and its Authorised Users shall not:

(a) except to the extent expressly permitted under these T&Cs:

(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Client Platform (as applicable) in any form or media or by any means; or

(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Client Platform.

(b) access all or any part of the Client Platform in order to build a product or service which competes with the Client Platform;

(c) use the Client Platform to provide the Service to third parties (unless authorised to do so in a Quote);

(d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Client Platform available to any third party (unless authorised to do so in a Quote);

(e) attempt to obtain, or assist third parties in obtaining, access to the Client Platform, other than as provided under this clause 7; or

(f) introduce or permit the introduction of any Malware into TKC’s network and information systems.

7.6 The Client and its Authorised Users shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Client Platform and, in the event of any such unauthorised access or use, promptly notify TKC.

7.7 TKC does not warrant that:

(a) the Client’s use of the Client Platform will be uninterrupted or error-free;

(b) that the Client Platform will meet the Client, or the Client’s end client’s, requirements; or

(c) the Client Platform will be free from Malware.

7.8 TKC is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Client acknowledges that the Client Platform may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

7.9 The Client shall own all right, title and interest in and to all of the Client Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Client Data. 

7.10 In the event of any loss or damage to Client Data, the Client’s sole and exclusive remedy against TKC shall be for TKC to use reasonable commercial endeavours to restore the lost or damaged Client Data. TKC shall not be responsible for any loss, destruction, alteration or disclosure of Client Data caused by any third party (except those third parties sub-contracted by TKC to perform Services related to Client Data maintenance and back-up for which it shall remain fully liable).  

8. Fees

8.1 TKC shall invoice the Client for the Fees on the basis set out in the relevant Quote. If invoicing details are not set out the default is: (a) annually in advance in respect of annual subscriptions unless the Client opts to pay by Direct Debit, in which case the direct debits will be payable two (2) months in advance after an initial advance payment for the first two (2) months plus the balance of the month in which the service starts; and (b) monthly in arrears in respect of variable Services that are provided in the relevant month.   

8.2 Fees stated are exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority. 

8.3 The Client shall reimburse TKC for expenses that are agreed in any Quote or otherwise, and for any out of hours emergency securing works an Officer (acting reasonably and in good faith) deems necessary to make a Property safe and secure, for example boarding up a broken window. Such costs remain payable in full regardless of whether TKC was able to obtain the Client’s prior approval out of hours. 

8.4 TKC reserves the right to increase the Fees, on providing the Client with 30 days written notice.  

8.5 Notwithstanding Clause 8.4, if during the term of these T&Cs there is an increase in costs to TKC in providing the Services which are beyond TKC’s control, including (without limitation) an increase to the Statutory Minimum Wage or other statutory rate of pay, changes in National Insurance contributions, pension or any other additional liabilities, or other liabilities imposed on TKC by legislation or other change in the law after the Effective Date, then the Fees may be increased pro rata to include such increases on TKC providing written notice to the Client re the same.  

8.6 Fees in respect of subscriptions that are payable in advance are non-refundable in the event of a termination of a Quote for any reason.

9. Payment

9.1 The Client shall pay the Fees due within 30 days of the date of TKC’s invoice. 

9.2 Payments shall be made in full, together with any applicable VAT and other taxes, without set-off, deduction or counterclaim whatsoever (unless otherwise agreed with TKC in writing).  

9.3 If the Client fails to make payment of undisputed sums within the period in Clause 9.1, TKC shall have the right to:  

(a) charge the Client in accordance with the Late Payment of Commercial Debts Act 1998; and  

(b) suspend any further provision of the Services and access to the Client Platform, upon providing 7 days written notice of the same, and cancel any future services which may have been ordered by, or otherwise arranged with, the Client, until such time as payment is received in full. 

9.4 Receipts for payment will be issued by TKC only at the Client’s request. 

10. Sub-Contracting & Assignment

10.1 TKC operates via a network of accredited security companies and shall therefore be free to sub-contract the provision of the Services (or any part thereof) to a Service Partner. The Client authorises TKC to share any relevant information with Service Partners to enable them to perform the sub-contracted Services. 

10.2 Where TKC sub-contracts the provision of the Services or any part thereof it shall ensure that Service Partners are appropriately skilled in the relevant practices and shall not pass any additional charges that may be incurred with such sub-contractors on to the Client. 

10.3 Despite its right to subcontract pursuant to clause 10.1, TKC shall remain responsible for all acts and omissions of its Service Partners and the acts and omissions of those employed or engaged by the Service Partners as if they were its own. 

10.4 The Client shall not, without the prior written consent of TKC, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under these T&Cs.

10.5 TKC may at any time assign, transfer, charge, or deal in any other manner with all or any of its rights or obligations under these T&Cs. 

11. Variation

11.1 TKC shall make reasonable endeavours to accommodate changes to the Services, or parts thereof (including cancellation of Services to specific Properties) requested by the Client, provided that the Client provides TKC with at least 30 days’ notice.  

11.2 The Client acknowledges that significant changes to the tasks or timings required by the Client may result in revised Fees being applied. 

11.3 If, due to circumstances beyond its control, TKC must make a change to the Services or the arrangements relating to the provision thereof, it shall notify the Client immediately. TKC shall endeavour to keep any such changes to a minimum and shall seek to offer the Client arrangements as close to the original as is reasonably possible in the circumstances. 

12. Termination

12.1 Either party may terminate these T&Cs, and all Quotes subject to it, immediately if: 

(a) the other party commits a material breach of its obligations under these T&Cs, and such breach cannot be remedied or where it can be remedied such party fails to remedy such breach within 30 days of receiving notice from the other requiring the breach to be remedied;  

(b) the other party is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors; 

(c) the other party enters a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or 

(d) the other party convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertakings or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of the party, notice of intention to appoint an administrator is given by the Client or any of its directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed, or petition presented to any court for the winding up of the party or for the granting of an administration order in respect of the party, or any proceedings are commenced relating to the insolvency or possible insolvency of the party. 

12.2 Should the Client object to any Fee increase notified by TKC pursuant to Clause 8.4, the Client may terminate the relevant Quote on providing TKC with the notice period set out in the Quote.  

12.3 After the expiry of any minimum term set out in a Quote, either party may terminate such Quote on providing the other party with the period of written notice set out in the Quote.  

12.4 On termination or expiry of these T&Cs the Client shall immediately pay all of TKC’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, TKC may submit an invoice, which shall be payable immediately on receipt.  

12.5 On termination or expiry of these T&Cs for any reason:  

(a) all licences granted shall immediately terminate and the Client shall immediately cease all use of the Client Platform;   

(b) each party shall return and make no further use of any Equipment, property, and other items (and all copies of them) belonging to the other party;  

(c) TKC may destroy or otherwise dispose of any of the Client Data in its possession unless TKC receives, no later than 10 days after the effective date of the termination, a written request for the delivery to the Client of the then most recent copy of the Client Data. TKC shall use reasonable commercial endeavours to deliver the copy to the Client within 30 days of its receipt of such a written request, provided that the Client has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Client shall pay all reasonable expenses incurred by TKC in returning or disposing of Client Data. 

13. Intellectual Property

13.1 Any pre-existing Intellectual Property Rights of either party that are made available for use in connection with the provision of the Services shall remain vested in that party; the other party shall have a licence to use those rights so far as may be necessary to enable that party to provide or to enjoy the benefit of the Services. 

13.2 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Client) shall be owned by TKC; the Client shall have a non-exclusive royalty free licence during the Term to use those rights as envisaged by these T&Cs to enable the Client to have the benefit of the Services and the Deliverables for use within the Client’s own business during the Term. TKC reserves the right to take such action as may be appropriate to restrain or prevent the infringement of such intellectual property rights. 

13.3 TKC warrants to the Client that the receipt and use of the Services and the Deliverables by the Client shall not infringe the Intellectual Property Rights of any third party and TKC will indemnify the Client and keep the Client fully indemnified in respect of any losses, liabilities, demands, actions and claims that the Client might incur or suffer as a result of any breach of this warranty. 

13.4 If the indemnity in clause 13.3 is to be called upon, the Client shall: 

(a) promptly notify TKC in writing of the claim;

(b) make no admission or settlement without TKC’s prior written consent;

(c) allow TKC to have control over the conduct of the claim including any litigation; and

(d) give TKC such assistance and information that TKC reasonably requires. 

TKC shall not be in breach of the warranty at Clause 13.3, and shall have no liability under the indemnity where the alleged infringement arises from: (i) the Client using the Services and/ or Deliverables in any manner or for any purpose other than those for which they were provided; or (ii) any modification of the Services or any Deliverable, other than by or on behalf of TKC.  

13.5 The Client: 

(a)  warrants that the receipt and use in the performance of these T&Cs by TKC, its agents, subcontractors or consultants of the Client Materials shall not infringe the rights, including any Intellectual Property Rights, of any third party; and 

(b)  shall indemnify TKC against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred or paid by TKC arising out of or in connection with any claim brought against TKC, its agents, subcontractors or consultants for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with, the receipt or use in the performance of these T&Cs of the Client Materials. 

14. Data Protection

14.1 Both parties will comply with all applicable requirements of the UK General Data Protection Regulation (GDPR). This clause is in addition to, and does not relieve, remove or replace, a party’s obligations under the UK GDPR. 

14.2 The parties acknowledge that for the purposes of the UK GDPR, and the provision of the Services that TKC will be either a data controller or a data processor (where “Data Controller” and “Data Processor” have the meanings as defined in the UK GDPR), depending on which service type is provided to the Client. In each case the data protection provisions set out here will apply: Data Protection  

15. Confidentiality

15.1 Subject to Clause 15.2, each party shall keep confidential any confidential proprietary information disclosed to it by the other and any such confidential proprietary information shall not be used for any purpose other than for the performance of each party’s obligations under these T&Cs. 

15.2 The obligation of confidentiality in Clause 15.1 shall not apply to the extent any confidential proprietary information is: 

(a) required to be disclosed by law; 

(b) acquired from another person without any obligation of confidence; 

(c) generally available to the public through no act or default of either party; or

(d) disclosed to a professional advisor on a confidential basis.

16. Liability and Indemnity

16.1 References to liability in this Clause 16 include every kind of liability arising under or in connection with these T&Cs including liability in contract, tort (including negligence) or otherwise.

16.2 Nothing in these T&Cs limits any liability which cannot legally be limited, including but not limited to liability for:  

(a) death or personal injury caused by negligence; 

(b) fraud or fraudulent misrepresentation;  

(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); 

(d) the Client’s payment obligations under these T&Cs.

16.3 Subject to Clause 16.2, the following types of loss are wholly excluded: 

(a) loss of profits (including loss of anticipated savings); 

(b) loss of sales or business; 

(c) loss of agreements or contracts; 

(d) loss of use or corruption of software, data or information; 

(e) loss of or damage to goodwill; and 

(f) indirect, special or consequential loss.

16.4 Subject to Clauses 16.2 and 16.3, the total liability of each party to the other shall be limited to the greater of:  100% of the Fees over the immediately preceding 12 months; or £50,000 (fifty thousand pounds).  

16.5 TKC shall not be liable to the Client or be deemed to be in breach of these T&Cs by reason of any delay in performing, or any failure to perform, any of TKC’s obligations if such delay or failure is as a result of Force Majeure, or by a breach by the Client of Clause 6 (Client General Obligations). 

16.6 TKC shall not be liable for any loss or damage caused by TKC Personnel having acted upon the Client’s instructions to do something outside the scope of the Services.   

16.7 The Parties agree and acknowledge that unless otherwise stated all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these T&Cs.  

16.8 The Client acknowledges and agrees that while TKC provides security services to help deter unauthorized access, theft, vandalism, and other security risks, no security system or service can guarantee the prevention of crime, loss, or damage. TKC does not assume responsibility for any criminal acts, property damage, or losses that may occur despite the provision of its services. The Client agrees that it is solely responsible for ensuring it has adequate insurance coverage to protect their Property, contents, assets, and any potential excess liabilities.

16.9 This Clause 16 shall survive termination or expiry of these T&Cs. 

17. Reporting and Evidence of Service Completion

17.1 The Client acknowledges that any reporting, documentation, or evidence of service completion provided by TKC is offered as a value-added service for the Client’s convenience only and is not a contractual obligation. TKC does not guarantee the availability, accuracy, or completeness of such reporting. 

17.2 Failure by TKC to provide reports or evidence of service completion shall not be construed as an indication that the services were not performed, nor shall it entitle the Client to withhold payment, dispute invoices, or make any claims against TKC. The Client remains responsible for full payment of fees in accordance with the agreed terms, irrespective of the availability of reporting or supporting documentation. 

18. Force Majeure

Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, road traffic accidents, extreme road traffic congestion, industrial action, civil unrest, pandemic, fire, flood, storms, earthquakes, acts of terrorism, cyber-attacks, acts of war, governmental action or any other event that is beyond the control of the party in question (Force Majeure). 

19. Communications

19.1 Any notices to the Client under these T&Cs shall be provided electronically and be given by TKC via email or the Client Platform.  

19.2 In the case of notifications from the Client to TKC, these shall be sent to the following email address: notices@keyholding.com.  

20. No Waiver

20.1 No waiver by TKC of any breach of these T&Cs by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision. 

20.2 No failure or delay on the part of either TKC or the Client to exercise any right, power or privilege under these T&Cs shall operate as a waiver of, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise of any other right, power or privilege. 

21. Severance

If one or more of these T&Cs is found to be unlawful, invalid or otherwise unenforceable, such provision(s) shall be deemed severed from the remainder of these T&Cs (which shall remain valid and enforceable). 

22. TUPE

The Client warrants that there is no risk of the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE) applying in relation to the requested Services.  

23. Complaints

Any complaints about the Services should be emailed to clientservices@keyholding.com 

24. Law and Jurisdiction

24.1 These T&Cs (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales. 

24.2 Any dispute, controversy, proceedings or claim between the parties relating to these T&Cs (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales. 

Schedule 1A - PEOPLE POWERED SERVICES

25. Keyholding, Alarm Response, and Patrol Services

25.1. TKC Obligations. When providing the Keyholding, Alarm Response and Patrol Services, TKC shall: 

(a) provide the keyholding and response service in accordance with British Standard BS 7984.

(b) complete a Survey of each Property in scope, upon the Client arranging access. The Client acknowledges that until a Survey is completed TKC shall only be permitted to provide external patrols.

(c) ensure Keys are kept unmarked (except for a security tag showing the encrypted Key identification number) in a secure environment.

(d) be under no obligation to the Client to provide any Services, if TKC ceases to hold valid Keys as a result of the Client failing to notify TKC of changes to the Keys (for example through the fitting of new locks or updating Passwords at the Property) in accordance with Clause 6.1 (Client Obligations). TKC may continue to provide a limited service, if that is possible without Keys, for example by completing external only patrols.  

25.2 Client Obligations. When in receipt of Keyholding, Alarm Response and Patrol Services, the Client shall:  

(a) inform any third-party monitoring station it has instructed of the Client’s relationship with TKC; 

(b) remain liable for the Fees if the Client cancels or amends an alarm response Service via the Platform at any time after an Officer has departed to attend a Property;

(c) remain liable for the Fees if the Client cancels or amends a scheduled visit with less than 7 days prior notice via the Platform;

(d) on termination or expiry of a Quote, inform TKC whether it wishes for the Keys to be: 

(i) returned by either recorded or special delivery post (subject to an administration and postage charge);
(ii) delivered in person to a specified address (subject to a standard call out charge); or
(iii) destroyed (free of charge). 

If the Client fails to provide instructions pursuant to Clause 25.2(d) within 30 days of termination, TKC shall destroy the Keys and in such case TKC will have no further liability to the Client. 

26. Emergency and Temporary Guarding

26.1 TKC Obligations. When providing the Emergency and Temporary Guarding Service, TKC shall:

(a) provide it in accordance with British Standards 7499.

(b) Survey a Property to collect Assignment Instructions, when any of the following conditions are met in respect of the Property: (i) 7 or more shifts are scheduled in a week; (ii) shifts are scheduled over more than 4 consecutive weeks; or (iii) 14 or more shifts are scheduled over a 4-week period.

(c) when requested by the Client, ensure that some or all of the guarding services are carried out by Service Partners holding valid COP119, NCP119 or equivalent certification. TKC will make all reasonable efforts to meet such request, provided that any additional costs directly arising from such a request will be agreed in writing between the Parties in advance.

26.2 Client Obligations. When in receipt of Emergency and Temporary Guarding Services, the Client shall:

(a) provide welfare facilities for any Officers completing guarding services at the Property, in accordance with the Guide to include as a minimum: toilet; hand washing; and a dry shelter.

(b) prior to instructing an Officer to undertake searches of persons entering or leaving the Property, ensure that: (i) the Client has a visible policy on display at the Property and has provided a copy of the same to TKC; (ii) such Officer is lawfully entitled to do so; and (iii) the Client shall indemnify TKC for any claim that may be brought against TKC for searching or attempting to search a person at the Property.

(c) provide relevant and complete information, in accordance with the Guide that contribute to the Assignment Instructions that accurately reflect site conditions and in particular any health and safety risks/hazards to Officers at a Property. The Client is responsible for promptly notifying TKC of any changes that could impact service delivery, Officer safety or site dynamics to ensure the Assignment Instructions remain accurate and actionable.

26.3 Non-Solicitation. While these T&Cs apply and for a period of 12 months thereafter:

(a) the Client will not engage or allow any member of its group, or any of its clients in receipt of Services, to engage an Officer; and

(b) the Client will not directly or indirectly (whether on its own behalf or as agent or an associate of another company) offer employment or allow any member of its group, or any of its clients in receipt of Services, to offer employment in any capacity to an Officer. 

26.4 If the Client commits or allows any member of its group, or any of its clients in receipt of Services, to commit any breach of Clause 26.3, the Client shall, without prejudice to any other rights or remedies of TKC, on demand, pay to TKC as liquidated damages 35% of the Officer’s annual basic salary. In the case of Officers not employed on a full-time basis, the annual basic salary shall be calculated based on a 42-hour week at the then current hourly rate charged to the Client for the particular Officer. The Client agrees that that is a genuine pre-estimate of TKC’s loss. 

26.5 The Client acknowledges that: 

(a) Officers providing guarding services are not permitted to hold Keys. Keyholding is a separate service that the Client can request. 

(b) It is not possible to request permanent guarding support under these T&Cs.   

26.6 Scheduled Service Disclaimer: The Client acknowledges and accepts that TKC operates a shared service model. TKC shall therefore use reasonable endeavours to attend agreed scheduled services however, priority will be given to attending active alarms, live incidents or urgent response requirements, meaning that scheduled attendance is not guaranteed.  

Schedule 1B – SYSTEMS & HARDWARE

27. System Installation

27.1 TKC Obligations. When providing the System Installation service, TKC shall: 

(a) provide a System Design Proposal;

(b) provide the Equipment and complete the Installation in accordance with the relevant British / European Standards. Time shall not of the essence for the performance or completion of the Installation;

(c) seek the Client’s prior written consent to action any required changes to the System Design Proposal that are identified during the Installation;

(d) upon commissioning, train the Client in the system’s operation and provide the Handover Documentation.  

27.2 Client Obligations. When in receipt of a System Installation, the Client shall: 

(a) guarantee that they have full authority for the Installation, and provide full access to the Property for surveying, installation, testing, and servicing;

(b) provide all the necessary access equipment for the Installation and maintenance, unless otherwise quoted for; 

(c) provide adequate electrical power and internet connectivity at the Property to accommodate the System Design Proposal;

(d) place the servers and digital recording equipment in a temperature-controlled environment to prevent overheating and operational issues, and maintain that environment for the life of the system;

(e) store, operate and maintain the Equipment in accordance with any instructions provided by TKC;

(f) provide any necessary computer devices and non-TKC supplied software for communication with the Equipment. These elements are not provided by TKC nor is any cost of such elements included in the Quote and TKC has no liability to the Client whatsoever if the Client or its Authorised Users are unable to access or use the Equipment using its own computer equipment and other devices;

(g) keep the external surfaces of the Equipment clean and in good condition;

(h) ensure that only competent and trained persons operate the Equipment;

(i) not make any addition, modification or adjustment to the Equipment without TKC’s prior written consent;

(j) only use accessories and consumables approved by TKC, with such approval not to be unreasonably withheld or delayed;

(k) provide TKC with information (upon request or voluntarily provided) that is factually correct and up-to-date;

(l) take adequate steps to avoid damage to the Equipment or unauthorised use;

(m) acknowledge that the Client is not entitled to resell or distribute the Equipment without first formally decommissioning the Equipment with TKC;

(n) inform TKC as soon as possible by emailing connect@keyholding.com if the Equipment is lost, stolen, damaged or destroyed or likely to be used in an unauthorised manner;

(o) cooperate with TKC with any reasonable security checks;

(p) be solely responsible for ensuring that computer equipment and other devices of the Client and its Authorised Users, and the information held on them, are backed up and protected by appropriate firewalls and internet security products or services. TKC shall not be liable to the Client or any Authorised User for any loss or damage arising from any Malware affecting the Equipment;

(q) where the Client has not subscribed to Security System Maintenance, ensure that the Equipment has the necessary software updates and installations required in order to communicate with the ARC and video surveillance monitoring station;

(r) where the Client has not subscribed to Security System Monitoring, ensure the communication methods for ARC connection are working properly and the account is maintained;

(s) be responsible for the appropriate disposal of the Legacy System unless explicitly stated otherwise in a Quote;

(t) acknowledge and agree that any failure to comply with the obligations of this Clause 26.2 may result in Call Out Charges being applicable;

(u) not interfere with the Equipment or allow others to do so, and promptly notify TKC of any Equipment activation or fault via the Client Platform or by contacting TKC directly, noting that resetting the Equipment may incur Call Out Charges;  

27.3 General Disclaimer. The Client acknowledges and accepts that: 

(a) while the Installation is designed to detect or deter intrusion and reduce risk, TKC does not guarantee it cannot be neutralised or circumvented and is not liable for loss or damage if this occurs;

(b) like all electronic equipment, the Equipment could fail in rare circumstances, and TKC cannot guarantee continuous operation. TKC’s liability is limited to the warranties set out in Clauses 27.5 and 27.6;

(c) TKC is not liable for delays due to third-party communication infrastructure or other circumstances beyond its control; and

(d) TKC is not liable for costs of work, repairs, or replacement to the Equipment due to fire, electrical surge, storm, flood, accident, neglect, misuse, or malicious damage.   

27.4 Equipment Ownership. The Client acknowledges and accepts that: 

(a) all Equipment that TKC Installs for the Client is the responsibility of the Client once it is Installed. Once all outstanding payments are made, the Client will own the Equipment. Until then, the Client holds the Equipment as TKC’s bailee and must not damage it, obscure identifying marks, and must keep it insured;

(b) Upon termination of a Quote in accordance with Clause 12 (Termination), TKC has the right to recover from the Client’s Property any Equipment that the Client has not completed payments for and in which TKC therefore retains ownership;

(c) Equipment not sold to the Client, such as signalling equipment or firmware, remains the property of the ARC providing the same and will be maintained or replaced by the ARC at the ARC’s expense, unless failure is due to the Client’s actions or breach of these T&Cs.  

27.5 Workmanship Warranty. In respect of Equipment Installed by TKC, TKC shall: 

(a) provide a warranty for its workmanship in the Installation of the Equipment for a period of 90 days from the Handover Date, provided that the Client gives TKC notice of the defect within 14 days of discovering the defect (Workmanship Warranty); and

(b) within the Workmanship Warranty period, not charge the Client if the faults are caused by TKC’s workmanship. If in TKC’s reasonable opinion the Equipment has become faulty for any other reason — such as a manufacturing issue, accidental damage, or if the Client or its employees or agents have not been using or maintaining it properly in accordance with the Handover Documentation and Clause 27.2 — the Workmanship Warranty will not apply and the Client will be responsible for Call Out Charges to rectify the issue. 

27.6 Manufacturer Warranty. In respect of Equipment Installed by TKC: 

(a) TKC shall pass on to the Client the warranty provided by the manufacturer (Manufacturer Warranty), the details of which will be provided in the Handover Documentation and for the periods set out therein and the Quote.

(b) If the Client has opted out of Security System Maintenance, to make a claim under the Manufacturer Warranty: (i) the Client will be required to pay Call Out Charges for TKC to attend and investigate the issue on behalf of the manufacturer; and (ii) the Manufacturer Warranty will cover parts only, with the Client responsible for Call Out Charges for TKC’s labour to repair or replace the Equipment.

(c) If the Client has subscribed to Security System Maintenance, provided that the manufacturer accepts the claim, the Manufacturer Warranty will: (i) in the first year, cover costs for both parts and labour; and (ii) from the second year onwards, cover costs only for parts, with the Client responsible for Call Out Charges for TKC’s labour. 

27.7 Warranty Claims. For any claims in respect of the Manufacturer Warranty or Workmanship Warranty the Client should contact: connect@keyholding.com. Claims made outside the warranty periods stated in the Quote will be carried out at TKC’s discretion and subject to Call Out Charges.

28. Security System Maintenance

28.1 TKC Obligations. In the provision of Security System Maintenance TKC shall: 

(a) provide Preventative Maintenance visits for Legacy Systems or Installed Systems in accordance with the Installation Standard (if any), at the frequency set out in the Quote. TKC shall complete any remediation that is possible during such visits but shall obtain Client approval before incurring Call Out Charges;

(b) provide a standard or bespoke maintenance subscription, the scope of which is set out in the Quote and relevant Service Description;

(c) outside of scheduled maintenance visits: (i) notify the Client of any issues that TKC becomes aware of; and (ii) attend the Property to resolve issues and action any remediation in accordance with Client instructions, agreed timeframes and the relevant Call Out Charges;

(d) provide the Client with advice and guidance on the adjustment of settings and the Equipment to reduce false activations and keep them within the Fair Usage limits, set out in Clause 29.4 (Fair Usage).

(e) complete repairs outside the Workmanship Warranty period, at TKC’s discretion, in accordance with the Call Out Charges.  

28.2 Client Obligations. In the receipt of Security System Maintenance, the Client shall: 

(a) be responsible for the ongoing provision and maintenance of the Client Facilities;

(b) allow access for maintenance or inspection by TKC Personnel and representatives of its regulatory body (when accompanied);

(c) promptly notify TKC of any maintenance issues or issues with the Client Facilities;

(d) ensure that only TKC-authorised engineers are permitted to maintain, service or carry out adjustments to the Equipment;

(e) ensure all system passwords, codes, software-controlled applications, operation and maintenance manuals, system logbooks, confirmed system downloads of assets, and as-fitted drawings are available to TKC prior to and during maintenance visits; 

28.3 Call Out Charges. The Client acknowledges that:  

(a) Call Out Charges will apply in each case unless covered by a Manufacturer Warranty or Workmanship Warranty as set out in Clauses 27.5 (Workmanship Warranty) and 27.6 (Manufacturer Warranty). TKC will issue a Quote for all necessary Call Out Charges prior to them being incurred.

(b) Call Out Charges will not apply in respect of: incidents resolved without the attendance of an engineer; and a second attendance within 7 days for the same fault on the same Equipment (parts only will be charged in such cases).  

29. Security System Monitoring

29.1 TKC Obligations. In the provision of Security System Monitoring, TKC shall: 

(a) ensure that the 24 hour per day, 7 day per week shared security monitoring service is provided via accredited partners in accordance with British Standard BS 8418;

(b) commence monitoring on the Handover Date, or as otherwise set out in a Quote, and continue until cancelled with not less than 90 days written notice, to expire not before the expiry of any initial fixed term set out in the Quote; 

29.2 Client Obligations. In the receipt of Security System Monitoring, the Client shall: 

(a) notify the local authority with keyholder details if a Property is in an “alarm notification area” as per the Clean Neighbourhoods and Environment Act 2005;

(b) promptly respond to notifications received from TKC regarding incidents and take necessary actions;

(c) notify TKC in writing in advance of any third-party work on connectivity at the Property (to avoid false activations);

(d) notify TKC of any changes in the layout of the Property that might affect the effectiveness of the Equipment; and

(e) ensure all telephone lines or communication paths required for ARC connection are maintained and accounts are kept active. 

29.3 Alarms with Police Response. It is a condition of receiving police response to alarm activations that the Client shall provide, and keep up to date, the details of at least two keyholders who meet the National Police Chiefs’ Council (NPCC) policy requirements (contactable by phone, reside within 20 minutes travel, have their own transport). The Client acknowledges that failure to comply with this Clause may result in the Client’s alarm being classified by the police as “Sounder Only”, without the Client being notified, meaning that the police will not attend and the Client’s insurance could be impacted. 

29.4 Fair Usage — False Activation Limits. The agreed fair usage limits for false activations in respect of all systems that are monitored by TKC are:  

(a) 3 activations per night;

(b) 90 activations per month; or

(c) 1,080 activations per year (Fair Usage). 

If the CCTV system exceeds the Fair Usage, TKC will notify the Client by phone or email and request that the Client investigate and rectify the cause within 24 hours. If activations persist, TKC reserves the right to either: (i) suspend the monitoring services until corrective actions are implemented at the Client’s expense; or (ii) amend the Fees to account for exceeding Fair Usage. TKC will not accept liability for any damages, losses, or consequences resulting from such suspension. 

29.5 CCTV — Client Obligations. In receipt of Security System Monitoring with CCTV, the Client shall: 

(a) be responsible for investigating and rectifying the cause of excessive activations if Fair Usage limits are exceeded within 24 hours of receiving notice from TKC;

(b) store the full security footage in accordance with all relevant laws;

(c) where the Client has opted out of receiving the same from TKC, procure and display its own security signage in accordance with the legal requirements for the type of Property where the CCTV is installed;

(d) maintain the air conditioning or ambient air temperature in equipment rooms housing the CCTV recording, processing, and network equipment, to prevent overheating, equipment malfunction, or damage;

(e) in accordance with the Data Protection Act 2018, (if required) register the CCTV system with the Office of the Information Commissioner; and

(f) promptly notify TKC if it receives a Subject Access Request by an individual whose image may have been captured. 

29.6 AI-Assisted CCTV Monitoring. In receipt of Security System Monitoring with CCTV, the Client acknowledges that: 

(a) TKC has the discretion to integrate Artificial Intelligence (AI) covering the whole or part of the Monitored System to assist in identifying and verifying activations. AI analysis on a permanent basis to the whole of the Monitored System will only be provided if set out in a Quote;

(b) the AI analyses footage for specific events, such as motion or unusual behaviour, and may either filter out false activations or escalate activations to an operator. While AI technology is designed to reduce false activations, any activations that require human intervention will count toward Fair Usage;

(c) AI-based event detection is an evolving technology, and while continuously improving, errors may still occur. TKC does not guarantee 100% accuracy in event detection or responses. 

Schedule 1C- RISK CONSULTANCY

30. Consultancy Services

30.1 Term. TKC shall provide the Client with access to the RMT and/or the Consultancy Service for the fixed subscription period set out in the Quote, and thereafter for successive 1-year periods at the then current rates, unless the Quote is terminated in accordance with Clause 12 (Termination). 

30.2 Intellectual Property Rights. In receipt of the Consultancy Services, the Client acknowledges that: 

(a) all Intellectual Property Rights in any Deliverables created or supplied by TKC in connection with the Consultancy Services shall remain the exclusive property of TKC (or its licensors, as applicable);

(b) nothing in these T&Cs shall operate to transfer ownership of any Intellectual Property Rights from TKC to the Client; and 

(c) TKC shall be entitled to re-use, adapt or further develop any concepts, ideas, know-how, techniques or templates used in the preparation of the Deliverables for other clients or purposes, provided that no Confidential Information of the Client is disclosed. 

30.3 Licence to Use Deliverables: In provision of the Consultancy Services, TKC shall:  

(a) grant to the Client a non-exclusive, non-transferable, royalty-free licence to use, copy and store the Deliverables solely for the Client’s internal business purposes, on the condition that the Client:

(i) shall not reproduce, publish or distribute the Deliverables to any third party without TKC’s prior written consent;
(ii) shall not alter or adapt the Deliverables in a way that may misrepresent TKC’s work or opinions;
(iii) shall not use the Deliverables for any purpose other than that for which they were originally provided; and
(iv) acknowledges that the Deliverables are based on information provided by the Client and other sources, and that TKC shall not be responsible for any use of the Deliverables outside the agreed scope.  

30.4 Risk Management Tool, TKC Obligations: TKC shall provide the RMT, via the Client Platform in accordance with Clause 7 (Client Platform), which is comprised of four elements:   

(a) Risk Evaluations, (Phase 1) setting of security baselines for the Properties; conducted by TKC Personnel in conjunction with Client stakeholders; 

(b) Risk Assessments (Phase 2), per Property risk assessments; conducted by the Authorised Users of the Client or TKC Personnel if so instructed via a Quote;   

(c) Digital Dashboard and Risk Register (Phase 3 / 4), provided to collate and display the per Property risk assessment data; and

(d) Annual Risk Re-evaluation (ongoing support), a refresh the security baselines set at Clause 30.4(a), conducted by TKC Personnel in conjunction with Client stakeholders.  

30.5 RMT Client Obligations: In receipt of the RMT the Client shall:  

(a) provide TKC with such information and access to such facilities and personnel as TKC shall reasonably require in order to provide the RMT and/or Consultancy Service, in particular providing accurate post code, address and contact information when populating the RMT; and

(b) own all right, title and interest in and to all of the Client Data that is not personal data and shall where such data is input by the Client have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Client Data.  

30.6 RMT Disclaimer: Except as expressly and specifically provided in these T&Cs, and subject to Clause 16 (Liability):  

(a) The Client assumes sole responsibility for results obtained from their use of the RMT, and for conclusions drawn from such use. TKC shall have no liability for any damage caused by errors or omissions in any information, instructions, Client Data or scripts provided to TKC by the Client in connection with the RMT, or any actions taken by TKC at the Client’s direction; 

(b) The Client acknowledges that TKC does not supplant their management or other decision-making bodies and that the RMT and/or Consultancy Services do not guarantee security or prevent risk. The Client remains solely responsible for their decisions, actions, use of the RMT and/or Consultancy Services, and compliance with applicable laws, rules and regulations; 

(c) The RMT and Consultancy services are provided AS IS and TKC makes no representations or warranties as to the accuracy or effectiveness of the RMT and/or Consultancy Services and has no obligation to maintain, update or correct the RMT and/or Consultancy Services except as otherwise expressly agreed in an applicable Quote. All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law excluded; 

(d) The RMT and/or Consultancy Services shall not be deemed investment, legal, tax, accounting or other regulated advice. The Client agrees to pay for any costs, including legal fees, TKC incurs as a result of its participation as a non-party in any legal, regulatory, administrative or other proceeding relating to the RMT and/or Consultancy Services; and

(e) The Client acknowledges that TKC’s ability to provide the RMT and/or Consultancy Services and to meet any timeframe agreed in the Quote is dependent on the Client providing that information and access and providing those decisions and instructions at the times required by TKC. 

30.7 Termination of the RMT. On termination or expiry of a Quote for provision of the RMT for any reason:  

(a) all licences granted shall immediately terminate and the Client shall immediately cease all use of the RMT. The Client shall be entitled to retain any other outputs from the RMT and to a readable form printout of the information as at close of service; and

(b) TKC may destroy or otherwise dispose of any of the Client Data in its possession unless the TKC receives, no later than 1 year after the effective date of the termination, a written request for the delivery to the Client of the then most recent copy of the Client Data. TKC shall use reasonable commercial endeavours to deliver the copy to the Client within 30 days of its receipt of such a written request without charge, provided that the Client has, at that time, paid all undisputed fees and charges outstanding at and resulting from termination (whether or not due at the date of termination).   

Schedule 1D – VACANT PROPERTY PROTECTION

31. Vacant Property Checks

31.1 TKC Obligations. When providing Vacant Property Checks, TKC shall: 

(a) Use reasonable endeavours to carry out inspections at the frequency set out in the Quote using SIA-licensed Officers or suitably qualified TKC Personnel;

(b) use reasonable endeavours to meet any Insurer Requirements notified to TKC in writing in advance;

(c) notify the Client of any security issues identified at the Property, such as compromised fencing, gates, doors and windows. 

31.2 Client Obligations. When in receipt of Vacant Property Checks, the Client shall: 

(a) keep boundary fencing, gates, doors and windows in a secure condition;

(b) action and rectify any security issues at the Property it becomes aware of itself, or via a notification from TKC; 

(c) notify TKC immediately of any material change affecting the Property, including change of occupancy, ownership or any planned works that may impact access; and

(d) acknowledge that TKC operates a shared service and that inspection dates are estimates only and time is not of the essence. 

32. Temporary Security Equipment

32.1 TKC Obligations. When supplying Temporary Security Equipment, TKC shall: 

(a) install and commission the Temporary Security Equipment in accordance with the Quote;

(b) carry out reasonable maintenance and fault resolution throughout the Hire Period; and

(c) remove the Temporary Security Equipment on termination or expiry of the relevant Quote, subject to the notice requirements in Clause 32.2(b)(Client Obligations). 

32.2 Client Obligations. In receipt of Temporary Security Equipment, the Client shall:  

(a) not move, adjust or tamper with the Temporary Security Equipment without TKC’s prior written consent, and shall maintain a constant power supply where required for its operation.

(b) give TKC not less than 14 days’ written notice prior to requiring removal of the Temporary Security Equipment. Shorter notice or removal outside normal working hours (Monday to Friday, 08:00–18:00) may incur Call Out Charges.

(c) notify TKC in writing of any planned works at the Property that may affect the operation of the Temporary Security Equipment or TKC’s access arrangements. 

33. Equipment Insurance Arrangement

The Quote will specify which of the following two equipment insurance arrangements applies:   

33.1 Where the Client Insures the Temporary Security Equipment: 

(a) the Client shall insure the Temporary Security Equipment against loss, theft and damage for its full replacement value throughout the Hire Period and provide evidence of such insurance to TKC upon request;

(b) the Client shall be responsible for the cost of replacing or repairing any Temporary Security Equipment lost, stolen or damaged during the Hire Period (other than through fair wear and tear or TKC’s negligence), and shall indemnify TKC accordingly; and

(c) the Client shall not move, adjust or tamper with the Temporary Security Equipment without TKC’s prior written consent, and shall maintain a constant power supply where required for its operation. 

33.2 Where TKC insures the Temporary Security Equipment: 

(a) TKC shall maintain appropriate insurance for the Temporary Security Equipment against loss, theft and accidental damage throughout the Hire Period. The Client is not required to insure the Temporary Security Equipment;

(b) the Client shall not be liable for loss or damage to the Temporary Security Equipment during the Hire Period, except where caused by the Client’s wilful misconduct or deliberate misuse;

(c) the Client shall notify TKC promptly of any damage, loss or theft of the Temporary Security Equipment; and

(d) the hire Fees in the Quote reflect TKC’s assumption of this insurance and risk obligation. 

34. Call Out Charges

The Client acknowledges that Call Out Charges will apply in respect of:  

(a) out of hours attendance;

(b) replacement or repair of Temporary Security Equipment lost, stolen or damaged during the Hire Period where the Client is responsible under Clause 33.1 (Where the Client Insures). 

35. Client Insurance Obligations

The Client: 

(a) pursuant to Clause 16.8 (Liability & Indemnity) is solely responsible for maintaining appropriate buildings and contents insurance in respect of the Property. TKC does not (unless expressly set out in a Quote) provide insurance services and the provision of Property Services does not constitute any representation that the Client’s insurance obligations are met;

(b) is solely responsible for identifying and communicating to TKC any Insurance Requirements applicable to it; 

(c) shall notify its insurer of TKC’s occupation of the Property if required by the terms of its policy and shall communicate any Insurer Requirements to TKC in writing in advance of commencement; and 

(d) acknowledges that TKC shall not be liable where the Client’s insurance is voided or reduced due to inaccurate or incomplete Insurer Requirements being provided to TKC, or for any non-compliance with any Insurer Requirements not explicitly instructed in writing by the Client. 

36. Term and Termination

36.1 The Vacant Property Protection shall be provided for the period set out in the Quote. Where no fixed term is specified, the Services continue on a rolling monthly basis until terminated by either party on not less than 30 days’ written notice, provided any Minimum Hire Period has expired. Where the Minimum Hire Period has not expired, hire Fees for the unexpired period remain payable. 

36.2 On termination or expiry of a Quote for Vacant Property Protection: 

(a) TKC shall arrange removal of the Temporary Security Equipment within a reasonable time, and the Client shall provide safe access for this purpose;

(b) where the Client is responsible for insuring the Temporary Security Equipment under Clause 33.1, such cover shall be maintained until physical removal by TKC; and

(c) any outstanding Fees or Call Out Charges shall remain payable. 

37. Data Protection and CCTV

Where CCTV or other monitoring equipment is installed at a Property, the Client shall: 

(a) comply with applicable data protection legislation, including the UK GDPR and the Data Protection Act 2018;

(b) register the CCTV system with the Information Commissioner’s Office (where required); and

(c) promptly notify TKC of any Subject Access Request relating to footage captured at the Property.