1. Application

1. Application

1.1 These terms and conditions (T&Cs) apply to the supply of the services (Services) and to the Home Client (see definition below in clause 2) as set out initially in the service confirmation email and thereafter the consumer Portal  (Service Confirmation), by The Keyholding Company, a company registered in England and Wales (Company Registration Number 3538605) (Us/We/Our) to you as a Home Client (You/Your). 

1.2 Any quotation which We give to You is Our contractual offer to provide the Services to You. Your acceptance of our quotation will be Your confirmation that You are a Home Client (You may not accept it if You are not a Home Client). If and when You accept that offer (We will let You know at the time how to accept the offer), it will be Your and Our agreement to the quotation and to these T&Cs and there will then (from the time that You accept the quotation) be a legally binding contract between You and Us on these T&Cs.

1.3 If We or You do not wish to proceed with Your enquiry/order for any reason, We may withdraw the quotation and You may cancel or withdraw Your enquiry/order if You have not yet accepted (or have rejected) the quotation.

2. Definitions

2. Definitions

“Assignment Instructions” means all instructions, security and health and safety information required for the 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) which You own and to which We respond or for which We provide the Services.

“Fees” means the fees which are payable by You 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 lawful access to the Property.

“Home Client” means a consumer as defined in the Consumer Rights Act 2015, and in relation to these T&Cs means Our client who is an individual (whose details are set out in the Service Confirmation) that receives the Services for the client’s personal use and for purposes wholly or mainly outside the purposes of any business.

“Location” means the location of the Property.

“Mobilise(d)” means the point at which your Property goes live on Our system (this will occur after We have undertaken a Survey of the Property and uploaded the Assignment Instructions onto Our system).

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

“Password” means the unique code, words or numbers which You select 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.

“Regulations” means The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.

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

“Scheduled Service” means the repeated security activity planned at a Property, such as a routine house check 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 we Mobilise the Property and in return for payment of the Fees, We shall provide the Services to You.

3.2 We 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 personnel engaged by Us to provide Services to, at, or in respect of the Property.

3.3 We shall use Our reasonable endeavours to meet estimated timings for performance of the Services, but You acknowledge that We operate 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 We hold Keys as part of the Services, if for any reason whatsoever (other than our negligence or wilful default) We cease to hold Keys, We will be under no obligation to You to provide any Services but We may continue to provide the Services without the Keys if We are able to do so, for example by carrying out external checks.

3.5 We will hold Your details (including the Assignment Instructions and Password) on Our 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 we need the Keys, Assignment Instructions, Password and/or any other information, materials, consents or other things from You to provide the Services, You will need to provide them to Us, give Us access to them and tell Us if there are any changes to them, and if You do not, We will not be liable to You if We delay or fail to provide the Services due to Your failure to comply with this Clause 4.1.

4.2 You acknowledge that You are required to:

a) notify Us of any health and safety risks in respect of the Property and/or the Location and You acknowledge 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 us, free of charge, with safe access to the Location, the Property and the Equipment and to ensure that 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 Your relationship with Us;

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

4.3 Where You ask Us to provide a third party with access to the Property and the third party is late and/does not arrive, We will be permitted charge for Our waiting time as set out in Our Fees.

5. Fees

5. Fees

5.1 You shall pay Us the Fees. You shall remain liable for the Fees if you cancel 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. You acknowledge that Fees in respect of Services performed on a public or bank holiday (from midnight to midnight) will be doubled.

5.2 You authorise US to provide, and shall pay Us 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 We reserve the right to increase the Fees from time to time on providing You with 30 days written notice. If You do not accept the increase in Fees, You may terminate the Services on providing written notice to Us in accordance with Clause 15.

5.5 The portion of the Fees relating to subscription services are payable in advance and are non-refundable. You acknowledge that if the Services are terminated by You part way through a subscription period, that You 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 You must pay Us the Fees within 30 days of the date of Our 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 Us in writing).

6.3 If You do not pay Fees on time We shall have the right to charge You interest accruing on a daily basis at the rate of 8% per annum above the Bank of England base rate on the amount outstanding until You make payment in full.

6.4 We will give You a receipt for payment if You ask Us for a receipt.

7. Sub-Contracting

7. Sub-Contracting

7.1 You acknowledge that We operate via a network of accredited security companies and shall therefore be free to subcontract any or all of Our obligations to a Service Partner and if we do, You authorise Us to share the Assignment Instructions, the Keys, the Password and any other relevant information with our relevant Service Partners.

7.2 Where We sub-contract the provision of any or all of the Services, We shall ensure that any and all sub-contractors are reasonably skilled in the relevant practices. We will not pass on to You any additional charges We incur through the use of any sub-contractor/s.

8. Variation

8. Variation

8.1 If You wish to vary any details of the Services (such as mobilising a new property, cancelling an existing Property or changing the details of any Scheduled Services) You must tell Us in writing with at least 30 days prior written notice). Any variations agreed with Us will be updated in the Portal.

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

8.3 If, due to circumstances beyond Our control, We must make a change in the Services or the arrangements relating to the provision thereof, We shall notify You immediately. We will try to keep any such changes to a minimum and shall seek to offer You arrangements as close to the original as is reasonably possible in the circumstances. However, if you are unhappy with these changes you may cancel the services from the time the changes will come into effect.

9. Termination

9. Termination

9.1 The Regulations give You the following cancellation rights, and these rights will be in addition to the rights You have under the law and the rights We have given to You under these T&Cs:

a) You may for any reason cancel any of the Services during the 14 day period after You accept the quotation, but if the quotation includes any Services to be provided on any date/s falling before the end of that 14 day period and if You expressly request Us to provide those Services and We do so, You may not cancel the Services to be provided in that 14 day period, and You must pay for them. You may also during that 14 day period cancel any Services covered by the quotation which are to be provided either:

(i) after the end of that 14 day period; or

(ii) during that 14 day period if they are Services which You have not expressly requested Us to provide in that 14 day period.

b) If all of the Services covered by the quotation have been fully provided within that 14 day period, You will lose the right to cancel those Services.

c) If, as allowed by the Regulations (and this Clause 9.1), You request that the Services to be provided are to be cancelled by You, You must confirm this in writing to Us.

d) If You cancel as allowed above, and You have already made any payment(s) to us for the Services, We will refund the payment(s) to You within 30 days of receiving Your cancellation less any amount due for those Services that We have already provided to You, and You will not have any liability to Us in relation to that cancellation except to pay for them as set out in Clause 9.1(a).

9.2 Alternatively, You may terminate the provision of the Services and the contract at any time:

a) immediately if We fail to provide or We unreasonably delay providing the Services and if that failure or delay is a breach of either these T&Cs or of any requirement of the Consumer Rights Act 2015 or of any other applicable legislation. In that case we shall refund to You in full any amount that You have paid us in respect of Services we have not yet provided, and You will not be liable to Us for any Fees or other amount in respect of any Services We are yet to provide. We will be liable to You for any such breach, subject to Clause 11; or

b) without any reason, if You give Us 30 days prior written notice, noting however that in accordance with Clause 5.5 any pre-paid subscription Fees will not be refundable.

9.3 We may terminate provision of the Services and the contract immediately, if:

a) You commit a serious breach of Your obligations under these T&Cs; or

b) You are or become the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtors; or

c) You do not pay Us all or any Fees payable on time (even if We have previously charged You interest under Clause 6.3) and We have given You at least 14 days prior notice of our intention to terminate; or

d) We find that you are not a Home Client.

9.4 We may, without any reason, terminate the provision of the Services and the T&Cs at any time if We give You 30 days prior written notice. In that case we shall refund to You in full any amount that You have paid us in respect of Services we have not yet provided and You will not be liable to Us for any Fees or other amount in respect of any Services We are yet to provide

9.5 On termination under this Clause 9, You shall inform Us whether you wish for the Keys to be:

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

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

c)destroyed (free of charge).

If We cannot obtain Your instructions as to how to deal with the Keys within 30 days of termination, We may destroy the Keys and in such case we will have no further liability to You.

10. Intellectual Property, Data Protection and Confidentiality

10. Intellectual Property, Data Protection and Confidentiality

10.1 We reserve all copyright and intellectual property rights (if any) which may subsist in anything We create, use, or provide in connection with provision of the Services.  We reserve the right to take any action as appropriate to restrain or prevent the infringement of such intellectual property rights.

10.2 Both You and We undertake to keep any confidential information which may be disclosed by either of Us confidential and to use any confidential information only for the performance of our respective obligations under these T&Cs. This obligation does not apply if the confidential information is required to be disclosed by law, acquired from another person without any obligation of confidence and/or generally available to the public

11. Liability and Indemnity

11. Liability and Indemnity

11.1 We will be responsible for any foreseeable loss or damage that You may suffer as a result of Our breach of these T&Cs or as a result of Our negligence but we are not responsible for loss or damage caused by other factors. Loss or damage is foreseeable if it is an obvious consequence of Our breach or negligence or if it is contemplated by You and Us when Our contract with You is created.  We will not be responsible for any loss or damage that is not foreseeable.

11.2 We do not warrant or guarantee that the provision of the Services will eliminate the possibility of break ins at the Property or remove the requirement for you to insure the Property and its contents.

11.3. We provide Services to You only for Your personal and private use/purposes.  We make no warranty or representation that products, or other goods or materials that We provide to You are fit for commercial, business, industrial, trade, craft or professional purposes of any kind (including resale).  We will not be liable to You for any loss of profit, loss of business, interruption to business or for any loss of business opportunity.

11.4 Nothing in these T&Cs is intended to or will exclude or limit Our liability for death or personal injury caused by Our negligence (including that of Our employees, agents or sub-contractors) or for fraud or fraudulent misrepresentation.

11.5 Nothing in these T&Cs is intended to or will exclude, limit, prejudice, or otherwise affect any of Our duties or obligations to You, or Your rights or remedies, or Our liability to You, under the Consumer Rights Act 2015, the Regulations, or any other applicable consumer protection legislation, as that legislation is amended from time to time. All such duties, obligations, rights, remedies and liabilities under such legislation are in addition to those under these T&Cs.

11.6 For more details of Your legal rights please refer to Your local Citizens Advice Bureau or Trading Standards Office.

12. Data Protection

12. Data Protection

All personal information that We may use will be collected, processed, and held in accordance with the provisions of EU Regulation 2016/679 General Data Protection Regulation (GDPR) and Your rights under the GDPR. For complete details of Our 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 Your rights and how to exercise them, and personal data sharing (where applicable), please refer to Our Privacy Notice available at https://www.keyholding.com/privacy-policy/

13. Force Majeure

13. Force Majeure

Neither We nor You (first party) will be liable to the other for any failure or delay in performing obligations where the failure or delay is due to a cause beyond the first party’s reasonable control. 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, 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). In that case the failure or delay will not be a failure or delay contrary to these T&Cs.

14. Communications

14. Communications

14.1 All notices or other communications from You or Us under these T&Cs must be in writing.

14.2 A notice will be valid and effective if sent by email or pre-paid post to the email address or postal address of, the Home Client as detailed in the Portal, and in respect of Us to: the postal address set out on Our Contact us webpage: https://www.keyholding.com/contact-us/ or by email to: clientservices@keyholding.com

15. No Waiver

15. No Waiver

No failure or delay by Us or You in exercising any rights under these T&Cs means that We or You have waived that right, and no waiver by Us or You of a breach of any provision of these T&Cs means that We or You will waive any subsequent breach of the same or any other provision.

16. Severance

16. Severance

If any provision of these T&Cs is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these T&Cs and the remainder of the provision in question shall not be affected.

17. Complaints

17. Complaints

Whilst We use all reasonable endeavours to ensure that Your experience as Our customer is positive, We want to hear from You if You have any complaint about Our Services or any other complaint about Us or any of Our staff. Please raise any complaint by emailing clientservices@keyholding.com

18. Law and Jurisdiction

18. Law and Jurisdiction

18.1 These T&Cs and the relationship between you and Us (whether contractual or otherwise) shall be governed by and construed in accordance with the law of England & Wales.

18.2 As a consumer, you will benefit from any mandatory provisions of the law in your country of residence. Nothing in Clause 18.1 above takes away or reduces your rights as a consumer to rely on those provisions.

18.3 Any dispute, controversy, proceedings or claim between you and Us relating to these T&Cs, the Contract, or the relationship between you and Us (whether contractual or otherwise) shall be subject to the jurisdiction of the courts of England, Wales, Scotland, or Northern Ireland, as determined by your residency.