1. Application

1. Application

1.1 These terms and conditions (T&Cs) shall apply to the provision of the services (Services) and to the client (Client) as set out initially in the service confirmation email and thereafter the Client’s Online Account  (Service Confirmation), by The Keyholding Company, a company registered in in England and Wales (Company Registration Number 3538605) (KHC).

1.2 KHC may make reasonable changes and updates to these T&Cs by giving the Client written notice.

2. Definitions

2. Definitions

“Assignment Instructions” means all instructions, security and health and safety information required for an Officer to safely and effectively provide the Services including the Password, all alarm codes, alarm reset passwords, monitoring station details, alarm panel details, Keys and emergency contact details.

“Equipment” means any equipment (including alarm equipment) owned by the Client to which KHC responds or for which KHC provides the Services.

“Fees” means the fees which are payable by the Client for the provision of the Services, as set out in the Service Confirmation.

 “Key(s)” means the instrument(s) of whatever nature (including the Password, keys (both physical and digital), swipe cards, fobs, and security codes) used to gain access to the Property.

“Location” means the location of the Property.

“Mobilise(d)” means the point at which the Property goes live on KHC’s system (this will occur after KHC has undertaken a Survey of the Property and uploaded the Assignment Instructions onto KHC’s system).

“Officer” means an employee or Service Partner of KHC, allocated to perform the Services for or on behalf of KHC.

“Online Account” means the KHC website provided for Clients to view their accounts, available at: https://www.keyholding.com/home/

“Password” means the unique code, words or numbers which the Client selects as a password.

“Property” means the Property in respect of which the Services are to be provided, the details of which are set out in the Service Confirmation.

“Service Partner” means a licensed and accredited third party subcontracted by KHC to provide any of the Services on KHC’s behalf.

“Scheduled Service” means the repeated security activity planned at a Property, such as a routine patrol or lock/unlock service, as set out in the Service Confirmation.

“Survey” means an appraisal of the Property carried out by an Officer to confirm capability to provide the Service for the Property and to record Assignment Instructions including, where relevant, the collection of Keys.

3. KHC’s Obligations

3. KHC’s Obligations

3.1 From the date that the Property is Mobilised and in consideration of the Fees being paid in accordance with these T&Cs, KHC shall provide the Services to the Client.

3.2 KHC 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, including all relevant Security Industry Authority (or equivalent) requirements in relation to Officers engaged by KHC to provide Services to, at, or in respect of the Property.

3.3 KHC shall use reasonable endeavours to meet estimated timings for performance of the Services, but the Client acknowledges that KHC operates a shared service, which means that timings are approximate only and time shall not be of the essence for performance of the Services.

3.4 Where KHC holds Keys as part of the Services, if for any reason whatsoever (other than KHC’s negligence or wilful default) KHC ceases to hold Keys, KHC will be under no obligation to the Client to provide any Services but KHC may continue to provide the Services without the Keys if KHC is able to do so, for example by carrying out external checks.

3.5 KHC will hold the Client’s details (including the Assignment Instructions and Password) on KHC’s secure computer database in accordance with good industry practice and all Keys will be kept unmarked (except for a security tag showing the encrypted Key identification number) in a secure environment in accordance with good industry practice.

4. Client Obligations

4. Client Obligations

4.1 If KHC needs the Keys, Assignment Instructions, Password and/or any other information, materials or consents from the Client to provide the Services, the Client shall provide,  , give access and promptly inform KHC of any changes. The Client shall at all times keep its contact information (telephone numbers, email address and physical addresses) up to date in the Online Account. KHC 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 this Clause 4.1.

4.2 The Client warrants and represents that it shall:

a) notify KHC of any health and safety risks in respect of the Property and/or the Location and the Client acknowledges that an Officer will only enter areas of the Property and/or the Location that are included in a Survey and they will not enter any areas that have been flagged as unsafe;

b) provide KHC, free of charge, with safe access to the Location, the Property and the Equipment and ensure that the Location, Property and Equipment are fit for purpose, well maintained and lawful;

c) obtain and maintain appropriate insurance in respect of the Property;

d) inform any monitoring station (if applicable) of the Client’s relationship with KHC; and

e) either be the owner of the Property or duly authorised and entitled to appoint KHC to provide the Services and to deliver the Keys to KHC.

4.3 Where the Client requires KHC to provide a third party with access to the Property and the third party is late and/or does not arrive, KHC will be permitted charge for its waiting time as set out in the Fees.

4.4 The Client may not assign these T&Cs unless such assignment is agreed in writing with KHC.

5. Fees

5. Fees

5.1 The Client shall pay KHC the Fees. The Client shall remain liable for the Fees if the Client cancels a Service at any time after an Officer is preparing to attend the Property, or if an Officer is on the way to the Location or is at the Location. The Client acknowledges that Fees in respect of Services performed on a public or bank holiday (from midnight to midnight) will be doubled.

5.2 The Client authorises KHC to provide, and shall pay KHC for, any additional services that an Officer deems necessary to make a Property safe and secure, for example emergency, remedial and maintenance works (such as boarding up a broken window).

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

5.4 KHC reserve the right to increase the Fees from time to time on providing the Client with 30 days written notice.

5.5 The portion of the Fees relating to subscription services are payable in advance and are non-refundable. The Client acknowledges that if the Services are terminated by the Client part way through a subscription period, the Client will not be entitled to a refund of any part of the subscription fee already paid or remaining outstanding at the time of termination. However, if a Property changes then the outstanding part of the subscription fee period may carry over to a new Property.

6. Payment

6. Payment

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

6.2 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 KHC in writing).

6.3 If the Client fails to make payment within the period in Clause 6.1, KHC shall have the right to charge the Client interest at the rate of 8% per annum above the Bank of England base rate from time to time on the amount outstanding until payment is received in full.

6.4 If the Client fails to make payment within the period in Clause 6.1, KHC shall have the right to suspend any further provision of the Services and to cancel any future services which may have been ordered by, or otherwise arranged with, the Client.

6.5 Receipts for payment will be issued by KHC only at the Client’s request.

6.6 All payments must be made in pounds sterling unless otherwise agreed in writing between KHC and the Client.

7. Sub-Contracting

7. Sub-Contracting

7.1 KHC 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 KHC to share the Assignment Instructions, the Keys, the Password and any other relevant information with KHC’s relevant Service Partners.

7.2 Where KHC sub-contracts the provision of the Services or any part thereof it shall ensure that any and all Service Partners are reasonably skilled in the relevant practices and shall not pass any additional charges that may be incurred through the use of such sub-contractors on to the Client.

7.3 Despite its right to subcontract pursuant to clause 7.1, KHC 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.

8. Variation

8. Variation

8.1 If the Client wishes to vary any details of the Services, such as mobilising a new property or cancelling an existing Property, or changing the details of any Scheduled Services, it must notify KHC in writing with at least 30 days prior written notice. Any variations agreed with KHC will be updated in the Online Account.

8.2 KHC shall endeavour to make any required changes and the Client acknowledges that significant changes to the tasks or timings required by the Client may result in revised Fees being applied.

8.3 If, due to circumstances beyond its control, KHC must make a change in the Services or the arrangements relating to the provision thereof, it shall notify the Client immediately. KHC 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.

9. Termination

9. Termination

9.1 KHC may terminate the provision of the Services immediately if:

a) the Client commits a material breach of its obligations under these T&Cs and such breach cannot be remedied or where it can be remedied the Client fails to remedy such breach within 14 days of receiving notice from KHC requiring the breach to be remedied;

b) the Client 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 Client enters into 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 Client 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 Client, 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 Client or for the granting of an administration order in respect of the Client, or any proceedings are commenced relating to the insolvency or possible insolvency of the Client.

9.2 Both the Client and KHC may, without any reason, terminate the provision of the Services and the T&Cs at any time; provided if gives the other party at least 30 days prior written notice.

9.3 On termination the Client will pay all amounts that are owed to KHC but have not yet been paid (including without limitation) in respect of Services that have been provided for the Client but have not yet been invoiced).

9.4 On termination under this Clause 9, the Client shall inform KHC whether it wishes for the Keys to be:

a) returned by either recorded or special delivery post (subject to an administration and postage charge);

b) delivered to a specified address (subject to a standard delivery charge); or

c) destroyed (free of charge).

If KHC cannot obtain the Client’s instructions as to how to deal with the Keys within 30 days of termination, KHC may destroy the Keys and in such case KHC will have no further liability to the Client.

10. Intellectual Property, Data Protection and Confidentiality

10. Intellectual Property, Data Protection and Confidentiality

10.1 KHC reserves all copyright and intellectual property rights (if any) which may subsist in the products of, or in connection with, the provision of the Services.  KHC reserves the right to take such action as may be appropriate to restrain or prevent the infringement of such intellectual property rights.

10.2 All personal information that KHC may use will be collected, processed, and held in accordance with the provisions of EU Regulation 2016/679 General Data Protection Regulation (GDPR) and the Client’s rights under the GDPR. For complete details of KHC’s collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of the Client’s rights and how to exercise them, and personal data sharing (where applicable), please refer to KHC’s Privacy Notice available at https://www.keyholding.com/privacy-policy/

10.3 Subject to Clause 10.4, 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.

10.4 The obligation of confidentially in clause 10.3 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.

11. Liability and Indemnity

11. Liability and Indemnity

11.1 KHC will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under these T&Cs, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by KHC’s employees, Service Partners agents or otherwise) in connection with its provision of the Services or the performance of any of its other obligations under these T&Cs or with the use by the Client of the Services supplied.

11.2 KHC 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 KHC’s obligations if such delay or failure is as a result of Force Majeure (see clause 12).

11.3 The Client shall indemnify KHC against all damages, costs, claims and expenses suffered by KHC arising from any breach by the Client of the Client’s obligations under these T&Cs.

11.4 Nothing in these T&Cs shall limit or exclude either party’s liability for death or personal injury caused by its negligence or for any other matters for which it would be unlawful to exclude or limit liability.

11.5 Subject to clause 11.4, the total liability of each party, in respect of any loss or damage caused as a result of the relevant party’s negligence or breach of the Agreement shall be limited to £500,000 (five hundred thousand pounds).

12. Force Majeure

12. 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, acts of war, governmental action or any other event that is beyond the control of the party in question (Force Majeure).

13. Communications

13. Communications

13.1 Any notices to the Client under these T&Cs shall be provided electronically and be given by KHC via email or the Online Account.

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

14. No Waiver

14. No Waiver

14.1 No waiver by KHC 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.

14.2 No failure or delay on the part of either KHC 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.

15. Severance

15. 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).

16. Non-Solicitation

16. Non-Solicitation

16.1 While these T&Cs apply and for a period of 12 months thereafter:

1. a) the Client will not engage or allow any member of its group or any of its clients to engage an Officer; and
2. 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 to offer employment in any capacity to an Officer.

16.2 If the Client commits or allows any member of its group or any of its clients to commit any breach of this clause 16, the Client shall, without prejudice to any other rights or remedies of KHC, on demand, pay to KHC as liquidated damages a sum equal to 35% of the Officer’s annual basic salary. The Client agrees that that is a genuine pre-estimate of KHC’s loss.

17. Complaints

17. Complaints

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

18. Law and Jurisdiction

18. Law and Jurisdiction

18.1 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.

18.2 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.