Parties

(1) The Keyholding Company Limited, a private limited company incorporated in England and Wales (Company Registration Number 3538605) having its registered office at 28 Kirby Street, London, England, EC1N 8TE (TKC); and

(2) The Service Partner.

1. Definitions

Agreement: this Service Partner Master Services Agreement entered into between TKC and the Service Partner.

Assignment Instructions: the assignment instructions per Property prepared by the Service Partner as an output of completing a Survey, or where a Survey has not been instructed the generic assignment instructions provided by TKC or the Client, which are available on the Chase Partner App.

Background Screening: completing all the background checks, listed in and to the required standard of BS7858.

Business Days: a day other than a Saturday, Sunday, or public holiday in England when banks in London are open for business.

Chase: the software provided by TKC including the Chase Web Account and the Chase Partner App.

Chase Partner App: the Chase Partner App available for download under the name “Chase- The Keyholding Company” on the App Store or Google ‘Play Store’.

Chase Web Account: the Service Partner’s online account on the Chase website, which contains continuously updated functionality including the acceptance of Work Orders, listing of Subscribed Properties, Fees, and the allocation of Jobs. User guides for such functionality can be found on the Service Partner Helpdesk.

Client: the customer of TKC (including the customer’s representatives).

Data: all information relating to a Property, TKC, a TKC Client, the Services and this Agreement.

Emergency Guarding: means the provision of emergency short notice guarding services as more fully described in the Service Partner Helpdesk.

Equipment: means any equipment provided to the Service Partner by TKC or the Client to enable the performance of the Services, which could include Keys, personal protective equipment, uniform, mobile devices, body worn cameras or signage to be displayed at the Property.

Fees: the price paid to the Service Partner for the provision of the Services together with the Subscription Fee which may be payable to the Service Partner.

Job: means a series of tasks within the Chase Partner App that is completed by an Officer during provision of the Works, for example confirming arriving at a Property, or taking a photograph, as instructed via the workflow within the Chase Partner App.

Key(s): the instrument(s) of whatever nature, including passwords, keys (both digital and physical) and security codes, swipe cards, and fobs used to gain access to a Property.

Key Receipt: a digital document produced via the Chase Partner App to record any physical form of a Key that is received by an Officer.

Key Safe: the secure environment in which a Service Partner stores Keys in accordance with BS7984.

Officer(s): direct employee(s) of the Service Partner, responsible for performing the Works.

On Demand Services: means a Job in relation to a Subscribed Property (such as providing secure access), or a Job for a new property where only external services are required, as listed as ‘On Demand Services’ within the Service Partner Helpdesk.

Performance Dashboard: means the dashboard within the Chase Web Account that is used to display the Service Partner’s adherence to the Service Levels and other contractual service requirements.

Permanent Guarding: means the provision of permanent guarding as more fully described in the Service Partner Helpdesk.

Property: means a property or location in respect of which the Works are to be performed, the details of which are set out in the Chase Web Account.

Response Service: means a service in response to an alarm activation at a Subscribed Property, as more fully described in the Service Partner Helpdesk.

Schedules: means the Schedules of this Agreement.

Services: means the security services to be performed by the Service Partner as set out in each Work Order, and as more fully described in the Service Partner Helpdesk.

Service Levels: means the service levels that the Service Partner is expected to achieve, which include the quantitative service levels as stated in the Performance Dashboard, any additional service levels requested via a Work Order, and the qualitative requirements as stated in this Agreement and the Service Partner Helpdesk.

Service Partner: means the ACS accredited service partner that has accepted this Agreement, and whose private limited company details, registration number, registered address, accreditation, and certificates are detailed in the Supply Chain Management Platform.

Service Partner Helpdesk: means the online library of reference documents that the Service Partner is required to comply with in order to properly service this Agreement, which includes but is not limited to user guides, service descriptions and Service Levels, as updated by TKC from time to time, and published online at: Service Partner Helpdesk

Subscribed Service: a service which is to be provided on a regular ongoing basis and for which a Subscription Fee may be paid to the Service Partner.

Subscription Fee: the monthly subscription fee which may be payable in accordance with this Agreement by TKC to the Service Partner for the provision of Subscribed Services.

Supply Chain Management Platform: means the supply chain management platform provided by TKC to the Service Partner, for completion and upload of company information and compliance documents as requested from TKC from time to time, and available online at: Supply Chain Management Platform

Survey: means an appraisal of a Property carried out by the Service Partner using the survey Job within the Chase Partner App including, where relevant, the collection of Equipment.

Temporary Guarding: means temporary guarding, as more fully described in the Service Partner Helpdesk.

TUPE: means the Transfer of Undertakings (Protection of Employment) Regulations 2006 (as amended).

Work Order: a request for provision of new Services from the Service Partner that is issued by TKC on a per Property or Job basis, detailing all relevant information, instructions, required Service Levels and Fees.

Works: the Services which are provided by the Service Partner under a Work Order, including services which are locational or ancillary to the Works.

2. Basis of Contract

2.1 TKC and the Service Partner are in the business of providing the Services.

2.2 As a pre-requisite to being offered Work Orders, the Service Partner undertakes that it shall maintain during the term of the Agreement, all necessary certificates and accreditations required to perform the Services, and upload evidence of the same on TKC’s supply chain management platform.

2.3 The Service Partner shall provide the Services to Clients on TKC’s behalf on the terms and conditions of this Agreement, and shall be expressly prohibited from subcontracting any part of the Services to a third party.

2.4 The initial term of this Agreement shall be for a period of 12 months from acceptance of the terms by the Service Partner and shall continue, unless terminated earlier in accordance with clause 25 (Property/Service Cancellation), or until either party gives to the other 90 Business Days’ notice to terminate, expiring on or after the initial term (the Term).

2.5 TKC shall instruct the Service Partner by issuing Work Orders. The Service Partner’s obligation to provide the Works, and TKC’s obligation to pay the Fees, only commences once the Service Partner has accepted the Work Order, via the Chase Web Account.

2.6 The Service Partner shall be required to respond promptly to Work Orders, by accepting or declining the same as soon as possible, and in any event within 48 hours of receipt. By accepting the Work Order, the Service Partner agrees to provide the Works in line with the operational instructions contained therein and in accordance with this Agreement.

2.7 The Service Partner shall perform the Works with the highest level of care, skill and diligence in accordance with best practice in the Service Partner’s industry, trade or profession.

2.8 TKC may make reasonable changes and updates to this Agreement by giving the Service Partner written notice in accordance with clause 26.9 (General).

3. Chase

3.1 The primary means of communication between TKC and the Service Partner is via Chase. TKC will supply the Service Partner with access to the Chase Web Account, which is designed to be used in conjunction with the Chase Partner App.

3.2 The Service Partner shall:

a) maintain its profile within the Chase Web Account, including (but not limited to) maintaining accurate billing address details, VAT registration, banking details and contact information.

b) manage usernames for itself and its Officers, change passwords as necessary, and select applicable service areas.

c) regularly review its listed Officers to ensure it is up to date, and immediately remove Chase access when an Officer leaves the employment of the Service Partner.

d) ensure all Officers complete training for the use of Chase and are familiar with the contents of the Service Partner Helpdesk prior to providing the Services.

3.3 Contemporaneous use of Chase, together with any complimentary technology introduced from time to time by TKC (for example SMS), by the Service Partner and its Officers is mandatory when completing a Job in the delivery of the Works.

3.4 Should Officers fail to use the Chase Partner App, the Service Partner acknowledges that as well as being a breach of contract and Service Levels, such failure causes several issues (for example bad quality of data for TKC’s clients, delayed invoice runs and lack of Job evidence).

3.5 TKC reserves the right to withhold payment for any Services that are not completed using the Chase Partner App. The withholding of payments shall be mitigated in the event of:

a) a network-wide mobile outage; or

b) a major failure of the Chase Partner App functionality being notified to TKC.

3.6 The Service Partner acknowledges and agrees that local device failures, lack of training or Officer error are not valid mitigating factors.

3.7 Where TKC exercises its right to withhold payment, TKC shall issue automated debit notes to the Service Partner’s self-billing invoice.

3.8 To assist with the continuous improvement of Chase, TKC reserves the right to deploy tools to track its functional operation, providing information and metrics about the use of Chase by Service Partners and Officers. Such tools will record how Chase is used, for example what features are used and for how long but this shall always be on an anonymised, aggregated basis.

4. Chase License

4.1 TKC grants to the Service Partner a non-exclusive, non-transferable licence to access Chase for the provision of the Works to TKC during the Term of the Agreement.

4.2 The Service Partner shall;

a) not permit any persons other than Officers to access or view Chase;

b) not sub-license access to Chase to any third party;

c) take all reasonable measures, including the use of reputable virus protection software on all devices used to access Chase, in order not to introduce any spyware or virus (or anything of a similar nature) into Chase;

d) not attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit or distribute all or any portion of Chase in any form or by any means;

e) not attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of Chase;

f) not introduce any additional programming code into Chase;

g) not use Chase on any device that is not password protected;

h) not share Chase log in details between Officers or any third parties;

i) notify TKC immediately if a mobile device with the Chase Partner App installed on it is lost or stolen;

j) remove the Chase Partner App from all devices used by an Officer, who leaves the Service Partner’s employment;

k) remove the Chase Partner App from all its devices upon termination of this Agreement; and

l) indemnify TKC against any direct or indirect loss caused by a failure to comply with this clause 4.2.

5. Chase Partner App

5.1 The Service Partner shall ensure that Officers:

a) are equipped with the appropriate hardware and connectivity package, which must include a mobile device with a good quality camera and a minimum 20GB data package;

b) download the Chase Partner App, complete all necessary training in its use;

c) log into the Chase Partner App via their individual log in details only. Noting that sharing of log in details is strictly prohibited, and that any breaches of this obligation will result in disciplinary proceedings that could result in the Officer being permanently excluded from providing Services to TKC;

d) complete their profile within the Chase Partner App and provide any Background Screening verification information and/or documents requested by TKC;

e) comply with the mandatory, contemporaneous use of the Chase Partner App as the primary tool for managing and/or completing Services, in accordance with the user guides and standard operating procedures in the Service Partner Helpdesk.

f) immediately notify TKC if they are unable to use the Chase Partner App for any reason, by calling 0370 770 6881, and thereafter will communicate activity verbally to TKC in real time.

5.2 The Service Partner acknowledges and agrees that when an Officer completes a Job within the Chase Partner App, that the Chase Partner App will automatically record the location of the Officer via GPS together with the date and time (Job Data), and this Job Data will be stored by TKC, noting that there is no background or continuous tracking of the Officer. The Service Partner shall ensure that its Officers have provided their express consent for Job Data to be processed by TKC, and that Officers give permission within the Chase Partner App for tracking of their device location via GPS within the device settings.

5.3 Job Data is used by TKC to evidence completion of Service tasks to Clients, and to verify the Service Partner’s compliance with Clause 3 (Chase), Clause 4 (Chase Licence) and this Clause 5 (Chase Partner App), and other Service Levels.

6. Property Survey, Keys & Go-live

6.1 Except where Assignment Instructions are provided to the Service Partner by TKC for example for Emergency Guarding, prior to carrying out any Service the Service Partner will conduct a Survey, free of charge.

6.2 The Service Partner shall perform the Survey, and submit the information, via the Chase Partner App, in real time while in attendance at the Property. When completing a Survey, if the Service Partner notices an additional, or high, risk, or if there is anything out of the ordinary, the Service Partner will escalate this to TKC. The information collected via the Survey will form the Assignment Instructions, which shall be followed by the Service Partner when completing the Works.

6.3 Where relevant the Service Partner shall collect Keys during the Survey, and in order to fulfil audit requirements with the Client, the attending Officer must complete the Key Receipt in real time.

6.4 Where scheduled to meet the Client and either the Client or the Service Partner fail to attend and the Survey is not completed, the Service Partner will notify TKC who will rearrange the meeting.

6.5 The Service Partner shall not make any copies of the Survey or Assignment Instructions or any of the information contained therein.

6.6 The Service Partner shall ensure that all Keys used to obtain access to a Property are safely and securely managed and stored in accordance with BS7984 which includes keeping them unmarked except for the Service Partner’s unique tamper proof encrypted identification tag.

6.7 The Service Partner shall:

a) not make any copies of Keys without the prior written consent of TKC;

b) ensure that all Keys, which shall remain the property of TKC, are accessible by TKC at all reasonable times and shall not be used by the Service Partner nor passed to a third party, without having obtained the prior written consent, or instructions, of TKC.

6.8 Where the Service Partner has lost or broken Keys a charge will be made to the Service Partner to replace the Keys and/ or the locks.

6.9 Services shall not commence, and therefore Subscription Fees in respect of a Property, shall not commence until TKC: (a) deems that the Key Receipt and/or Survey (as applicable) have been submitted via the Chase Partner App and are satisfactorily complete; and (b) changes the status of the Property to ‘live’ on Chase.

7. Officers

7.1 The Service Partner shall ensure that:

a) Works are provided only by Officers who have valid SIA licences;

b) all Officers are subjected to Background Screening (at the Service Partner’s own cost). For specific Clients, as instructed in a Work Order, the Service Partner may be asked to carry out additional background checks which the Service Partner shall complete prior to appointing Officers to that account;

c) Officers are paid the National Minimum Wage or the National Living Wage, as updated from time to time by the UK Government;

d) Officers complete the Works in accordance with the Service Levels; and

e) its Officers complete additional client specific training as set out in a Work Order (at the Service Partner’s own cost).

7.2 Officers are required to consent to searching by an authorised representative of TKC or the Client, of their person or any article or vehicle which is in the possession of, or use of, any Officer where this is required and standard practice in certain working environments, such as retail or banking. The Service Partner shall ensure such requirement is set out within the terms and conditions of employment of Officers used to deliver the Service. Any Officer unwilling to comply with such requirements will not be permitted to enter the TKC or Client site and TKC shall not be liable for any losses or costs arising directly or indirectly out of such circumstances.

7.3 Following prior consultation with the Service Partner, TKC may suspend (temporarily or permanently) certain Officers from completing Services, if such Officers have or are suspected of: (i) breaching any TKC policies, Service Levels or instructions; (ii) presenting a security or other material risk to TKC and/ or its Client’s operations; and/ or (iii) gross misconduct while on duty, or if the Client requests the removal of the Officer from their account for any reason.

7.4 Where suspension occurs in accordance with clause 7.3 above, TKC shall be entitled to instruct a Replacement Service Provider to complete the Works, and where this incurs additional costs to TKC, TKC shall be entitled to reimbursement of the same from the Service Partner.

7.5 Repeated occurrences of Officer suspension in accordance with clause 7.3 shall entitle TKC to terminate this Agreement.

8. Health & Safety

8.1 Where a Service Partner is instructed to complete a Survey, the Service Partner is responsible for identifying and reporting upon any health and safety issues at the Property, and the proper recording of the same in the Chase Partner App.

8.2 The Service Partner will ensure Officers are at all times aware of the Assignment Instructions and the health and safety information contained therein, including the evacuation procedure for each Property in which the Officer is assigned to provide the Works.

8.3 The Service Partner will provide all Officers with training on the Personal Protective Equipment at Work Regulations 1992 (PPE) and provide Officers with any protective clothing and equipment necessary to safely deliver the Works as defined by the PPE.

8.4 The Service Partner shall be responsible for providing lone worker checks on its Officers and shall do so in line with best industry practice.

8.5 The Service Partner is responsible for ensuring its Officers are trained and kept up to date with latest health and safety guidance and training, and that the Works are performed in accordance with the same.

8.6 The Service Partner must comply with TKC’s Health and Safety policy as published in the Service Partner Helpdesk and upload a copy of its own health and safety policy onto the Supply Chain Management Platform.

9. Keyholding and Response Services

9.1 This clause 9 only applies if the Service Provider is performing Response Services and/or is holding Keys.

9.2 The Properties that the Service Partner is providing Subscription Services to shall be listed as such on Chase, and the Service Partner acknowledges and agrees that where Keys are held for such Properties, the Service Partner is deemed to be responsible for those Properties (Subscribed Properties) and shall be obliged to provide Response Services and On Demand Services (subject to capacity constraints) as requested by TKC.

9.3 The Service Partner shall provide Response Services in accordance with BS7984.

9.4 The Service Partner shall, periodically and not less than once per annum, update Assignment Instructions for Subscribed Properties, obtaining permission from TKC to re-visit the Property to review the Survey, and re-acknowledge and re-submit these to TKC directly via the Chase Partner App.

9.5 The Service Partner shall be capable of providing Response Services to the Subscribed Properties at all times (24 hours/ 7 days a week, including bank and public holidays) unless otherwise agreed.

9.6 The Service Partner shall acknowledge a Response Service notification within five (5) minutes of receiving the notification, and upon acceptance of the same, promptly and without delay dispatch an Officer.

9.7 The Service Partner shall respond to Work Orders for On Demand Services within one (1) Business Day or within the first half (50%) of the period between the booking date/time and the job date/time (the Notice Period), whichever is sooner.

10. Guarding

10.1 This clause 10 only applies if the Service Provider is providing Emergency Guarding and/or Temporary Guarding.

10.2 Services under this Agreement will always exclude Permanent Guarding – which if performed by the Service Partner shall be subject to a separate contract.

10.3 The Service Partner shall ensure that it provides the Works in accordance with the code of practice NCP 119 for the ‘Provision of Labour in the Security and Events Sectors’ published by the National Security Inspectorate (NSI), and that it will develop a plan to achieve NCP 119 approval from the NSI, if it has not already achieved the same.

10.4 The Service Partner is put on notice that Work Orders issued in respect of Emergency Guarding or Temporary Guarding are issued by TKC to multiple service partners simultaneously and shall be allocated to the service partner that accepts first. In order to win the business, the Service Partner is encouraged to respond promptly to Work Orders, and in any event within four (4) hours of receipt.

10.5 The Service Partner shall when performing Emergency Guarding and/or Temporary Guarding:

a) comply with BS7499, which includes but is not limited to ensuring Officer welfare checks and health and safety information is monitored and recorded.

b) ensure that facilities required by Officers, including refreshments, hot water, lighting, shelter, and toilets are provided by the Service Partner, or that the Service Partner makes alternative arrangements for their provision.

11. Use of client property and client equipment

11.1 The Service Partner will indemnify TKC against all and any damage to Client property or contents of Client property if such damage is attributable to the negligence or default of the Service Partner and/ or its Officers.

11.2 The Service Partner will not use Equipment unless permitted to do so and will not allow a Client to use the Service Partner’s equipment unless permitted by TKC to do so.

11.3 The Service Partner will not affix or leave any of their company signs, stickers, or marketing materials at a Property. Any marketing material to be left with the Client will be provided by TKC and will be placed or affixed at a Property by the Service Partner as instructed by TKC.

11.4 The Service Partner acknowledges that items left by the Service Partner at a Property are left at its own risk and may not be covered by TKC’s or the Client’s insurance.

12. Fee and Payment

12.1 The Fees will be conveyed to the Service Partner in the Work Order. TKC may vary the Fees from time to time as notified in a re-issued Work Order. Where the Service Partner does not accept the variation to the Fees it may cancel the Works, or part thereof, on giving TKC thirty (30) Business Days’ written notice.

12.2 All Fees are calculated on the basis of time spent at a Property. TKC shall not pay for time spent travelling to or from a Property, unless otherwise agreed in writing.

12.3 All prices are subject to the addition of VAT at the applicable rate.

12.4 Self-billed invoicing will be provided for the Service Partner retrospectively 10 Business Days after the month to which the invoice relates, unless otherwise agreed in writing.

12.5 Payment for invoices shall be made by TKC within 60 days of the date of the self-billed invoice referenced in clause 5.3, unless otherwise agreed in writing.

12.6 Invoice queries must be received by TKC within 30 days of the date of the invoice. Where there is a billing error TKC may issue a credit or debit note.

12.7 If the Service Partner fails to provide or perform the Works or any part thereof in accordance with this Agreement then, without prejudice to any other right or remedy of TKC, TKC may forthwith either by its own employees or those of any Replacement Service Provider provide and perform such Works or part thereof. The Service Partner shall not be entitled to be paid the Fees in the circumstances contemplated

by this clause 12.7, and the Service Partner shall compensate TKC for any extra costs associated with transferring the Works to TKC or to a Replacement Service Partner.

12.8 If any costs are due to TKC from the Service Partner, TKC shall be entitled to exercise the right to set-off such sums against any Fees due to the Service Partner in relation to this Agreement.

12.9 If TKC receives a request for payment of Fees from the Service Partner which TKC reasonably believes includes a sum which is not valid and properly due:

a) TKC shall notify the Service Partner in writing as soon as reasonably practicable; and

b) TKC’s failure to pay the disputed Fees until resolution shall not be deemed to be a breach of this Agreement.

12.10 The Service Partner shall not perform an additional service incurring a cost, or instruct a third party and incur a cost to TKC unless prior authorisation has been obtained by the Service Partner from TKC’s 24/7 helpdesk.

12.11 The Service Partner shall not share any confidential information regarding Fees with any Clients. The Service Partner acknowledges that failure to comply with this clause may have a negative impact on the revenue received by TKC which TKC may flow down to the Service Partner via a reduction in the Fees.

13. Performance Requirements

13.1 In performing the Works the Service Partner shall comply with the requirements set out in a Work Order and with the following requirements:

a) provision of the Works in accordance with the Service Levels;

b) prompt response to Chase notifications and/or and telephone/SMS communications, particularly outside of standard office hours, having proper regard to the nature of emergency response services;

c) deal with TKC requests in a prompt and efficient manner;

d) promptly report operational issues to TKC;

e) self-manage its performance to meet the target metrics set out in the Performance Dashboard;

f) attend regular performance review meetings and develop strategies to deliver continuous improvement to the Services and achievement of the Service Levels;

g) notify TKC of any improvements or modifications to any system, service or operating procedure which it becomes aware of that may assist in providing the Services;

h) not introduce any improvement, or modification to any of the Services without TKC’s written consent;

i) immediately inform TKC if it is unable to fully deliver any part of the Works;

(together, the Performance Requirements)

13.2 If the Service Partner significantly or continually deviates from the Performance Requirements, TKC may, in its absolute discretion and without providing notice, cancel a Work Order in whole or in part and arrange for the Services to be transferred to a Replacement Service Partner. Where TKC considers the deviation to be minor TKC may request the Service Partner make an improvement within a reasonable timeframe set by TKC. Thereafter, if the Service Partner, in TKC’s reasonable opinion, fails to make the improvements set, TKC may immediately cancel the Work Order and/ or terminate this Agreement and/ or arrange for all Work Orders to be transferred to a Replacement Service Partner.

14. Acknowledgements and Warranties

14.1 TKC acknowledges that the Service Partner does not have and will not assume the powers of, the civil police or the rescue services.

14.2 The Service Partner shall:

a) at all times perform the Works with due skill and care, in a timely and professional manner and in accordance with best industry practice;

b) inform TKC immediately upon it becoming aware of any risk to it of insolvency;

c) inform TKC immediately of any circumstance whereby it loses or cancels its accreditation, or where its accrediting body takes, or intends to take, any action against the Service Partner;

a) warrant that there is no investigatory or regulatory review or proceeding pending or, to the knowledge of the Service Partner, threatened, which challenges or may have a material adverse effect on this Agreement or on the ability of the Service Partner to carry out its obligations under this Agreement; and

14.3 TKC warrants to the Service Partner that it has the authority of the Client to entrust the safekeeping of Equipment and sharing of Assignment Instructions with the Service Partner, and that it has the authority of the Client to instruct the Service Partner to perform the Services.

15. TUPE

15.1 In the normal course of the Agreement, the Parties do not expect TUPE to apply to the provision of the Services by the Service Provider.

15.2 The Service Partner must not employ Officers that are dedicated (within the meaning of TUPE) to provide Services for TKC unless TKC has authorised this in advance in writing.

15.3 Should there be a risk of TUPE applying at the commencement of a Work Order (with potential officers transferring from another service provider or a Client), TKC will notify the Service Partner of this, and the parties shall meet to discuss and agree any special TUPE terms that will apply to such Work Order.

15.4 If TUPE is applicable when a Work Order comes to an end (either by expiry or termination), the provisions of Schedule 2 (TUPE on Exit) shall apply.

16. Intellectual Property Rights

16.1 The Service Partner will indemnify and keep indemnified TKC from and against any claim, action, liability, proceedings, costs (including reasonable legal costs and disbursements), damages and expenses incurred by TKC which arise from a claim that the performance of the Works by the Service Partner or receipt of the Works infringes the intellectual property of any third party.

16.2 The Service Partner acknowledges that the goodwill and all other proprietary and intellectual property rights in, and associated with, the TKC name, logo, and trademarks vest absolutely with TKC. The Service Partner will notify TKC immediately of any and all circumstances coming to the attention of the Service Partner, its Officers, employees, consultants, agents, and contractors, which may constitute an infringement of the TKC name, logos, or trademarks or any suspected passing off.

16.3 The Service Partner shall take such action in relation to the use of the TKC name, logo and trademarks in the business as TKC may from time to time direct in order to make clear that the TKC name, logos and trademarks are the subject of copyright or trademark protection.

17. Confidentiality

17.1 Each party undertakes that it shall not any time during this agreement, and for a period of two years after termination or expiry of this agreement, disclose to any person any confidential information or Data concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 17.2.

17.2 Each party may disclose the other party’s confidential information:

a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 17; and

b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

17.3 No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.

18. Non-Solicitation

18.1 During the Term and for a period of eighteen (18) months following the termination of this Agreement (howsoever caused or arising), the Service Partner shall not engage any Clients it has serviced as part of the Agreement, or any other Clients that TKC has informed the Service Partner about.

18.2 During the Term and for a period of eighteen (18) months following the termination of this Agreement (howsoever caused or arising), the Service Partner shall not directly or indirectly (whether on its own behalf or as agent or an associate of another company) offer employment in any capacity to any employee of TKC (or person who was an employee of TKC during any period of this Agreement).

18.3 In the event that an Officer of the Service Partner is offered employment by a Client (in breach of any non-solicitation terms contained in the contract between TKC and the Client) during the Term, TKC shall use best endeavours to obtain compensation for the Service Partner from the Client.

19. Audit Rights

19.1 TKC shall have the right to perform audits and inspections of the Service Partner (and shall have the right to have access to documents and data, and take copies of the records and information relevant to the Services, that are maintained by the Service Partner) in order to;

a) assess the effectiveness of the Service Partner’s own governance functions including the risk, internal audit and compliance functions of the Service Partner;

b) verify the Service Partner’s compliance with clause 7 (Officers), including upon request by TKC the sharing of information or document relating to Officers such as qualifications, payroll practice, pay slips, training, and HR records;

c) verify the integrity, confidentiality and security of the Data including examining and inspecting the Service Partner’s IT systems (or any parts thereof) that process, store, support and transmit data; and

d) carry out any audit activity reasonably required by TKC to otherwise verify the Service Partner’s compliance with the provisions of this Agreement. In connection with any of the audits specified in this clause 19, upon request the Service Partner shall provide TKC with access to its Officers.

19.2 The Service Partner shall upon receipt of reasonable notice, provide TKC with access to all places from where Works are performed, and information relating to the provision of the Services, and shall provide all such documentation, explanations and information as may reasonably be required for TKC to inspect and appraise that the Works have been provided in accordance with this Agreement.

19.3 The Service Partner shall be responsible for obtaining any necessary consent from Officers for the disclosure of any personal information to TKC.

20. Compliance

20.1 The Service Partner shall:

a) comply with all applicable laws, statutes, regulations, and codes applicable to the Services including but not limited to all health and safety rules and regulations and any other reasonable security requirements, the Bribery Act 2010 and the Modern Slavery Act 2015 (Relevant Requirements);

b) not engage in any activity, practice, or conduct which would constitute an offence under the Relevant Requirements; and

c) have and shall maintain in place throughout the term of this Agreement its own policies and procedures, to ensure compliance with the Relevant Requirements, and will enforce them where appropriate.

20.2 The Service Partner shall ensure that any Officer associated with the Service Partner who is performing the Services in connection with this Agreement does so only on the basis of a written contract which imposes on and secures from such Officer terms equivalent to those imposed on the Service Partner in clause 20.1 (Relevant Terms). The Service Partner shall be responsible for the observance and performance by such Officers of the Relevant Terms and shall be directly liable to TKC for any breach by such Officers of any of the R

20.3 The Service Partner shall at its own cost hold and obtain all applicable governmental, statutory, regulatory, or other consents, licences, authorisations, waivers or exemptions which are necessary to be maintained by the Service Partner in connection with the provision of the Services and shall provide these to TKC immediately upon TKC’s request. Where the Service Partner is unable to do so for any reason, it will immediately obtain and submit for TKC a letter of explanation from the relevant issuing body. Where the Service Partner fails to comply with this clause 16.3, TKC reserve the right not to allocate further services to the Service Partner, to suspend any existing Services provided by the Service Partner to TKC, and/or to terminate this Agreement.

21. Data Protection

21.1 Definitions:

Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing, and appropriate technical and organisational measures: shall have the meanings defined in the Data Protection Legislation.

Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR); the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party.

Domestic Law: the law of the United Kingdom or a part of the United Kingdom.

21.2 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 21.2 is in addition to, and does not relieve, remove, or replace, a party’s obligations or rights under the Data Protection Legislation.

21.3 The parties acknowledge that for the purposes of the Data Protection Legislation, TKC is the Controller, and the Service Partner is the Processor. Schedule 1 sets out the scope, nature, and purpose of processing by the Service Partner, the duration of the processing and the types of Personal Data and categories of Data Subject. 21.4 Without prejudice to the generality of clause 21.2, TKC will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Service Partner and/or lawful collection of the Personal Data by the Service Partner on behalf of TKC for the duration and purposes of this Agreement. 21.5 Without prejudice to the generality of clause 21.2, the Service Partner shall, in relation to any Personal Data processed in connection with the performance by the Service Partner of its obligations under this Agreement:

a) process that Personal Data only on the documented written instructions of TKC, which are set out in Schedule 1, unless the Service Partner is required by Domestic Law to otherwise process that Personal Data. Where the Service Partner is relying on Domestic Law as the basis for processing Personal Data, the Service Partner shall promptly notify TKC of this before performing the processing required by the Domestic Law unless the Domestic Law prohibits the Service Partner from so notifying TKC;

b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by TKC, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage

and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and

d) not transfer any Personal Data outside of the UK unless the prior written consent of TKC has been obtained and the following conditions are fulfilled:

I. TKC or the Service Partner has provided appropriate safeguards in relation to the transfer;

II. the data subject has enforceable rights and effective legal remedies;

III. the Service Partner complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

IV. the Service Partner complies with reasonable instructions notified to it in advance by TKC with respect to the processing of the Personal Data;

e) assist TKC, at the Service Partner’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

f) notify TKC without undue delay on becoming aware of a Personal Data Breach;

g) at the written direction of TKC, delete or return Personal Data and copies thereof to TKC on termination of the Agreement unless required by Domestic Law to store the Personal Data; and

h) maintain complete and accurate records and information to demonstrate its compliance with this clause 21.5 and allow for audits by TKC or TKC’s designated auditor and immediately inform TKC if, in the opinion of the Service Partner, an instruction infringes the Data Protection Legislation.

21.6 TKC does not consent to the Service Partner appointing any third-party processor of Personal Data under this Agreement.

22. Insurance

22.1 The Service Partner undertakes that during the term of this Agreement it shall maintain adequate insurance with a reputable insurer against damage, death, loss, or injury which may occur to any person or property in connection with the provision of the Services including, unless otherwise agreed in writing:

a) Employer’s Liability of at least £10,000,000;

b) Professional Indemnity Liability of at least £5,000,000; and

c) Public Liability of at least £5,000,000 including inefficacy.

22.2 The Service Partner shall upload onto TKC’s supply chain management platform the policy or policy certification and evidence of payment of the premium, and keep this up to date upon the annual renewal of the policies. If the Service Partner is unable to obtain a copy of the insurance certification on the expiration date of the previous insurance, the Service Partner shall use all reasonable endeavours to procure a letter from the insurance provider and will immediately submit this to TKC. Where the Service Partner fails to comply with this clause 22.2, TKC reserve the right in its absolute discretion to either; not to allocate any further Work Orders to the Service Partner; suspend any existing Works; or terminate this Agreement.

23. Limitation of Liability

23.1 The Service Partner has obtained insurance cover in respect of certain aspects of its own legal liability for individual claims as set out in clause 22 (Insurance) per claim.

23.2 References to liability in this clause 23 (Limitation of liability) apply to every liability arising under or in connection with this Agreement including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

23.3 Nothing in this clause 23 shall limit TKC’s payment obligations under this Agreement.

23.4 Nothing in this Agreement shall limit the Service Partner’s liability under: (a) clause 16.3 (IPR indemnity); and (b) paragraph 5 of Schedule 2 (TUPE on exit).

23.5 Nothing in this Agreement 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; or

c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or other liability which cannot be limited or excluded by applicable law;

23.6 Subject to clause 23.4 (liability under identified clauses) and clause 23.5 (liabilities which cannot legally be limited), the Service Partner’s total liability to TKC:

a) for damage to property caused by the negligence of its Officers in connection with this agreement shall not exceed the limit of Public Liability insurance cover contained in clause 22.1(c) for any one event or series of connected events; and

b) for all other loss or damage which does not fall within subclause (a) shall not exceed £500,000 (five hundred thousand pounds).

23.7 Subject to clause 23.5 (liabilities which cannot legally be limited), TKC’s total liability to the Service Partner shall not exceed £500,000 (five hundred thousand pounds).

23.8 The caps on the Service Partner’s liabilities shall not be reduced by:

a) amounts awarded or agreed to be paid under: (i) clause 16.1 (IPR indemnity); and (ii) paragraph 5 of Schedule 6 (TUPE on exit).

b) amounts awarded by a court or arbitrator, using their procedural or statutory powers in respect of costs of proceedings or interest for late payment.

23.9 Subject to clause 23.3 (No limitation of TKC’s payment obligations), clause 23.4 (Liability under identified clauses) and clause 23.5 (Liabilities which cannot legally be limited), clause 23.9(b) identifies the kinds of loss that are not excluded. Subject to that, clause 23.9(a) excludes specified types of loss.

a) Types of loss wholly excluded:

I. Loss of profits.

II. Loss of sale or business.

III. Loss of anticipated savings.

IV. Loss of use or corruption of software, data or information.

V. Loss of or damage to goodwill.

VI. Indirect or consequential loss.

b) Types of loss and specific losses not excluded:

I. Sums paid by TKC to the Service Partner pursuant to this Agreement, in respect of any Services not provided in accordance with this Agreement.

II. Wasted expenditure.

III. Additional costs of procuring and implementing replacements for, or alternatives to Works not provided in accordance with this Agreement. These include but are not limited to consultancy costs, additional costs of management time and other personnel costs, and costs of equipment and materials.

IV. Losses incurred by TKC arising out of or in connection with any third party claim against TKC which has been caused by the act or omission of the Service Partner. For these

purposes, third party claims shall include but not be limited to demands, fines, penalties, actions, investigations or proceedings, including but not limited to those made or commenced by subcontractors, the Service Partner’s personnel, regulators and customers of TKC.

24. Force Majeure

24.1 The Service Partner shall not be liable to TKC or be deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform, any Works, if the delay or failure is due to any cause beyond the control of the Service Partner including, without prejudice to the generality of the foregoing, act of god, pandemic, explosion, extreme weather conditions, tempest, fire, war, threat of war, acts of terrorism, sabotage, insurrection, civil disturbance or requisition, acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind adopted by the Government, parliamentary bodies, local authorities or the European Parliament, strikes, lock-outs or other industrial actions or trade disputes (Force Majeure Event).

24.2 The Service Partner shall not be entitled to receive the Fees for those Services not performed during the period of a Force Majeure Event. Upon the occurrence or commencement of any Force Majeure Event, the parties shall enter into bona fide discussions as soon as reasonably practicable with a view to alleviating its effects, or to agreeing upon such alternative arrangements as may be fair and reasonable.

25. Termination and Property/Service Cancellation

25.1 Either party is entitled, without limiting any other remedy, to terminate this Agreement, in whole or part, at any time by giving written notice to the other if:

a) the other party commits a material breach of this Agreement and, if remediable, fails to remedy such breach within 30 days of notice to do so; or

b) the other party goes into liquidation, makes a voluntary arrangement with its creditors or has a receiver, examiner or administrator appointed.

25.2 TKC may terminate this Agreement, in whole or part, in the event that the Service Partner fails to maintain the Performance Requirements.

25.3 TKC may terminate this Agreement at any time, in whole or part, where the Client cancels a Property or Service with TKC.

25.4 Upon termination the Service Partner shall use its best endeavours to co-operate to the fullest extent to facilitate the smooth transfer of responsibility for the Services to TKC or a Replacement Service Provider, as the case may be.

25.5 TKC may cancel an On Demand Service at any time without assigning a reason.

25.6 TKC may cancel Subscribed Properties at any time without assigning a reason, and immediately cease paying the related Subscription Fees. TKC shall instruct the Service Partner for the return of Equipment and confidential information in accordance with clause 25.8 below.

25.7 The Service Partner may terminate a Subscribed Property by providing TKC with a minimum of ninety (90) Business Days’ written notice, or by mutual written agreement with TKC.

25.8 Upon cancellation or termination of a Property or Service, all Equipment held by the Service Partner shall, as instructed by TKC, be:

a) returned to an address or TKC by registered post;

b) delivered to an address notified by TKC;

c) destroyed when notified to do so by TKC; or

d) TKC may notify the Service Partner of a time when the Equipment will be collected by TKC/ a TKC representative, including a Replacement Service Partner, and the Service Partner shall make an Officer available for the collection.

25.9 Upon the return of Keys, the Service Provider shall complete a Key Receipt.

26. General

26.1 The Service Partner may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement. TKC may at any time assign, transfer, mortgage, charge or deal in any other manner with any or all of its rights and obligations under this Agreement, provided that TKC gives prior written notice to the Service Partner.

26.2 The Service Partner shall not make any written or oral representations to Clients or any third party concerning the Services unless authorised in writing to do so by TKC. Where the Service Partner is contacted by the Client the Service Partner will refer the Client to TKC. The Service Partner shall hold TKC as the primary point of contact for each Client and Subscribed Property, including out of hours contact as well as for emergencies. The Service Partner shall indemnify TKC against all losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation, and loss of business) suffered or incurred by TKC arising out of or in connection with any breach of this clause 26.2

26.3 Nothing in this Agreement shall create or be deemed to create a partnership or joint venture or employer and employee relationship between the parties.

26.4 A person who is not party to this Agreement has no rights under the contracts (Rights of Third Parties) Act 1999, to enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from that act.

26.5 If any term or provision in this Agreement shall be held to be illegal or unenforceable, in whole or in part, under any enactment or rule of law, such term or provision or part thereof shall to that extent be deemed not to form part of this Agreement but the validity and enforceability of the remainder of this Agreement shall not be affected.

26.6 The waiver or forbearance or failure of a party in insisting in any one or more instances upon the performance of any provisions of this Agreement, shall not be construed as a waiver or relinquishment of that party’s rights to future performance of such provisions and the other party’s obligations in respect of such future performance shall continue in full force and effect.

26.7 This Agreement will, with respect to the subject matter hereof, supersede all prior arrangements and undertakings between the parties and constitutes the entire Agreement between both parties.

26.8 TKC may recommend products, services and offers from time to time, but will not under any circumstance warrant or endorse such service or offering, and the Service Partner herein agrees that TKC will not be held liable for the recommendation of such service or offering.

26.9 Any notices under this Agreement shall be provided electronically and be given to the Service Partner via email or Chase. The Service Partner shall ensure that its contact information is kept up to date in Chase, and TKC shall not be liable for any failure or delay notifying the Service Partner in the event that the details in Chase are incorrect. In the case of notifications from the Service Partner to TKC these shall be sent to the following email address: notices@keyholding.com. Notices sent in accordance with this clause shall be deemed to be delivered on the Business Day following transmission.

26.10 The interpretation, construction, effect, and enforceability of this Agreement shall be governed by the laws of England and Wales and both parties irrevocably submit to the exclusive jurisdiction of the Courts of England, Wales and Scotland.

SCHEDULE 1

Processing, Personal Data and Data Subjects

1. Processing by the Provider

1.1 Scope: Reviewing of personal data via the Chase Partner App, to allow Officers to attend properties, to provide the Services.

1.2 Nature: Daily processing of information.

1.3 Purpose of processing: to provide the security services.

1.4 Duration of the processing: the Term of the Agreement

2. Types of Personal Data

2.1 Types of Personal Data: Name, address, telephone number, email address.

3. Categories of Data Subject

3.1 Categories of Data Subject: Residential and business clients.

SCHEDULE 2

TUPE on exit

1. Definitions

In this Schedule 2 the following definitions apply:

New Supplier: another party chosen by TKC to take over the provision of all or part the Works.

Transferring Employees: those persons listed in a Schedule to be agreed by the parties prior to the Subsequent Transfer Date who it is agreed were employed by the Service Partner wholly and/or mainly in the Works immediately before the Subsequent Transfer Date.

Subsequent Transfer Date: means the date or dates on which there is a transfer of responsibility for the provision of the Works or part of the Works between the Service Partner and the Customer and/or a New Supplier (as the case may be).

TUPE: the Transfer of Undertakings (Protection of Employment) Regulations 2006 (as amended).

2. The parties acknowledge and agree that where all or part of the Works cease to be provided by the Service Partner for any reason and where all or part of the Works continue to be provided by the Customer and/or a New Supplier, there may be a relevant transfer of the Transferring Employees to the Customer and/or the New Supplier for the purposes of TUPE. If there is such a transfer, the employment of the Transferring Employees shall transfer to the Customer and/or the New Supplier in accordance with TUPE with effect from the Subsequent Transfer Date.

3. Save where the parties reasonably believe that there will be no relevant transfer for the purposes of TUPE, the parties shall co-operate in agreeing a list of Transferring Employees prior to the Subsequent Transfer Date, and shall co-operate in seeking to ensure the orderly transfer of the Transferring Employees to the Customer and/or the New Supplier.

4. The Service Partner shall not later than [six] months prior to the expiry of [this agreement OR the relevant Statement of Work] (or, if earlier, within [NUMBER] days of notice being given of termination of this agreement) to the extent lawfully permitted provide the Customer with the following details:

a) a list of those personnel engaged in the Works (Potential Transferring Employees);

b) job title, age, length of continuous services, current remuneration, benefits, and notice periods of the Potential Transferring Employees;

c) terms and conditions of employment of the Potential Transferring Employees, including any particulars that the Service Partner is obliged to give under section 1 of the Employment Rights Act 1996;

d) any current disciplinary or grievance proceedings ongoing in respect of the Potential Transferring Employees and any such proceedings in the preceding two years;

e) any claims, current or which the Service Partner has reasonable grounds to believe will be brought by the Potential Transferring Employees or their representatives or which have been brought in the preceding two years;

f) all benefit schemes or arrangements (whether contractual or not) applicable in respect of the Potential Transferring Employees; and

g) information on any collective agreements which will have effect in relation to the Potential Transferring Employees after the Subsequent Transfer Date pursuant to TUPE.

The Service Partner shall provide updates of the details listed above at regular intervals to be specified by the Customer.

5. The Service Partner shall indemnify the Customer (both for itself and a New Supplier) against all costs, claims, liabilities and expenses (including reasonable legal expenses) incurred by the Customer and/or a New Supplier in connection with or as a result of:

a) any claim or demand by any Transferring Employee or a trade union or other body or person representing a Transferring Employee (whether in contract, tort, under statute, pursuant to European

law or otherwise) arising from any act, fault or omission of the Service Partner on or before the Subsequent Transfer Date;

b) any failure by the Service Partner to comply with its obligations under regulations 13 and 14 of TUPE, or any award of compensation under regulation 15 of TUPE, save where such failure arises from the failure of the Customer and/or New Supplier to comply with its or their duties under regulation 13 of TUPE; and

c) a claim by any person who transfers or alleges that they have transferred to the Customer or the New Supplier but whose name is not included in the list of Transferring Employees.

6. If TUPE applies to transfer the employment of any person employed by the Service Partner to the Customer or any New Supplier then if the Customer or such New Supplier shall serve a notice terminating the employment of such person within six months after the date of such transfer, the Service Partner shall indemnify the Customer (for itself and a New Supplier) in respect of any statutory or contractual redundancy payment payable in respect of such person, and any compensation or damages which the Customer is obliged to pay to such person for unfair and/or wrongful dismissal or as a reasonable settlement of a claim for such compensation or damages.