Terms and Conditions
Keynet Response Ltd (“the company”) only supply Services on these Terms and Conditions. You, the customer, will only purchase the Services on these Terms and Conditions save as expressly set out. These Terms and Conditions are important and should be studied carefully. Keynet Response Ltd (Company Registration Number 13108504) the registered office of which is at The Gables MB20, Belton Road, Epworth, South Yorkshire, DN9 1JL.
1. Definitions
In these conditions (“the Conditions”)
a) “Customer” means the person, firm or company that enters into a contract for services with the Company.
b) “Services” means the Service Requirement of the Customer identified in the Service Quotation attached.
c) “Contract Price” means the total of all charges made by the Company to the Customer whether set out in the Service Quotation or otherwise agreed for the provision of the Services.
d) “Service Provider” means any person, firm or company carrying out the Services on behalf of the Company.
2. General
a) The Company agrees, subject to the Customer’s observance at all times of these Conditions, to provide the Services.
b) These Conditions shall apply to any agreement between the Company and the Customer relating to the Services. These terms and Conditions and the Customer Service Schedule constitute the entire agreement (“the Contract”) between the Company and the Customer.
c) The terms of this Agreement shall not be varied unless agreed in writing and signed by a duly authorised signatory of the Company.
d) All information provided by the Customer to the Company, or the Company to the Customer shall remain confidential at all times.
e) Before commencement of Service, the Company or Service Provider shall conduct an initial site inspection, primarily for Health and Safety. However, these inspections are not intended to be a full assessment and recommendation for the overall security of the site.
f) The Company and/or the Service Provider cannot enter into any agreement which would involve assuming the powers of the civil police.
g) The Customer authorises the Company to use its Service Providers who may not hold Security Industry Authority (SIA) Approved Contractor Status, in accordance with the SIA’s Exceptional Circumstances Policy.
3. Services
The company shall supply security services for a minimum period of twenty four months (the initial contract period). Commencement date shall be date of first supply as detailed within the Service Agreement and/or Assignment Instruction.
a. Cancellation of supply will not be accepted under any circumstances during the initial contract period.
b. Cancellation of supply after the initial contract period must be notified in writing 90 days prior to the expiry date of the initial contract period.
c. In the absence of notification as in 3 (b) above the contract will “roll over” for a further twelve month period referred to as the additional period.
d. These terms and conditions will remain in force during this additional period and for any other subsequent periods.
e. The company is obliged to maintain confidentiality with respect to information obtained whilst tendering for or fulfilling a contract.
f. The company will not enter into any commitment that would involve assuming the powers of the civil police.
g. The customer is obliged to identify and consult with the company on any specific health and safety requirements that apply, or are likely to apply, during the period of the contract.
h. The customer is obliged to provide and/or maintain any specified item or service, which the customer has agreed to provide, and which is necessary for fulfilling the assignment.
4. Force Majeure
The Company shall not be liable for any delay in performing or failure to perform its obligations hereunder if such delay is caused by circumstances beyond its control including without limitation any delay or failure caused by any act or omission of the Customer. In such event the Company shall be entitled to suspend the Services until such circumstances have ceased and during such period the Customer shall not be required to make payment for the Services suspended. As soon as possible the Company will notify the Customer of such occurrence.
5. Time for Performance of Services
a) The Customer acknowledges that time is not of the essence. The Company will use its best endeavors to attend at the premises for which a keyholding service is provided within a reasonable time of receiving a request. However, the Company can accept no liability whatsoever for failure to attend within a reasonable time considering all the circumstances.
b) Notwithstanding any other provision of this Contract, the obligations of the Company to provide the Services (or any of them) shall not become effective until 24 hours after delivery of keys to the premises of the Company or their Service Provider and no liability is accepted until the annual registration fee has been paid.
c) Keyholding and mobile guarding services will be provided simultaneously for several Customers. Interruptions and delays can occur if an event occurs at the premises of another Customer during the Response Officer’s duties. All attendances to events will be responded to in the priority they are received.
6. Insurances
a) The company holds insurance subject to the following limitations and indemnity: -
Employees Liability £10,000,000.00
Public Liability £5,000,000.00
Efficacy/Contractual Liability £5,000,000.00
Fidelity Guarantee £250,000.00
b) The company’s liability shall not exceed the value of four times annual contracted fee for the site where the incident occurs, no matter how the liabilities may arise and howsoever they may be caused and in relation to whomsoever and without prejudice to the generality of the foregoing, whether the same shall directly or indirectly be attributable to, or arise from, or be in any way caused or connected with or related to: -
Any act of neglect or default whether willful or otherwise.
Any breach of warranty obligation or conditions
Any criminal act.
Any fundamental breach of this contract or any breach of a fundamental term of this contract of and by the company, its employees, and agents so that in all circumstances whatsoever, any injuries, (including death) loss or damage over and above the monetary limits and shall be the sole risk of the customer.
7. Limitation of Liability
(i) a) The company shall not be held responsible for any injury, loss or damage whatsoever caused or contributed to by any deficiency in or omission of the services or any injury or loss or damage whatsoever arising during the period of any such deficiency in or omission of the services where such deficiency or omissions are due to acts of war, terrorism, strikes, lock-outs, labour disputes, adverse weather conditions, transport delays, accidents, mechanical breakdowns, sickness, obstruction of any public or private road or highway or to any other circumstances outside the control of the company. Furthermore, the company shall not under any circumstances be liable for any loss, damage or injury suffered by the customer resulting from any burglary, theft, fire or any other criminal or tortuous act default or omission (whether under Common Law or statutory duty or otherwise) by any person whatever including any employee of the company unless in the case of such an employee such act, default or omission could reasonably have been foreseen and avoided by the company as employer.
b) Any loss of computers or related equipment that has not been adequately secured or in the case of laptop computers, those that have been left unattended or have not been placed in a secure location.
c) Any damage to computer equipment and records and financial loss arising from a computer virus and hacking.
(ii) Any claim in respect of loss or damage should be reported to the company within seven days of the said incident, in writing, quoting the relevant crime number where appropriate. Claims will not be accepted beyond this period.
(iii) The company will not be held responsible and will not accept liability for any plant hire goods or other equipment belonging to a third party, subcontractor or agent of the customer unless mutually agreed in writing and subject to implementation of all recommendations included in a detailed risk assessment carried out by the company and providing that such risk assessment does not contradict or increase any liability already detailed in these Terms and Conditions.
(iv) The customer shall have no rights to offset/contra any invoices rendered in part or in full against any claim made against the company howsoever arising or in any event until the outcome of such claim has been determined.
8. Mobile Patrol Services
(i) The company confirm that keys will be immediately surrendered to an authorised representative of the customer if requested by the customer in writing.
(ii) The company will retain keys for 30 days following cessation of contract unless the keys have been surrendered to the customer. After 30 days the keys will be destroyed.
(iii) Mobile patrol services may be provided simultaneously for several customers. Accordingly, interruptions or delays can arise if an incident occurs at the premises of another customer during a patrol officer’s round of duty.
9. The Customer's Obligations
(i) The customer shall insure or otherwise provide against any liability or responsibility not accepted by the company.
(ii) The customer will indemnify the company in respect of all claims for loss or damage made against the company by any of the company’s employees, the customers servants, or agents or any third party arising by reason of and to the extent that the damage or loss is caused by the negligence or other tortuous act of the customer, his servants, or agents, by the unsafe condition of the customer’s premises or by causes beyond the company’s control for which the customer is responsible. If any employee of the company is instructed by the customer, his servants, or agents, to do any act not within the scope of the company’s duty under this contract, he shall be deemed to do so as the customer’s servant or agent.
(iii) The customer shall be responsible for ensuring that the officers employed on his premises cannot misuse the telephone system installed, by ensuring that the officer cannot make calls to the following services: - INTERNATIONAL, PREMIUM RATE, or MOBILE TELEPHONES, unless there is a specific requirement to contact the customers staff in the event of an emergency. The company will not accept responsibility for any costs incurred due to the failure by the customer to comply with this clause.
10. Duration and Termination
(i) The customer shall not either during the currency of this contract or for a period no less than one year after the termination thereof (howsoever arising) employ any person or company in any capacity any person who during the period of this agreement was employed as a Security Officer or Service Partner of the company.
(ii) If the customer shall be in breach of the above clause, the customer shall pay to the company, the sum of £10,000 (ten thousand pounds) liquidated damages and the company agree that the said sum is a reasonable estimate of the investment of the company in the recruitment and training of such servant and the company agree that the payment of such sum shall be the most reasonable and sufficient remedy in all the circumstances.
11. Bank Holidays
Services performed on UK Bank holidays will be charged at double contracted rate. Christmas Eve and New Years Eve are historically very difficult to provide cover and will therefore be treated as Bank Holidays and as such attract a premium rate.
12. Rates Increase
In the event of any increase in the cost of labour, wages, materials, or other overhead expenses of any kind (including any increase due to a change in government legislation) concerned with the carrying out of the company’s duties under this agreement on giving no less than one-month previous written notice to the customer, the company shall thereupon be entitled to make a fair increase in the charges due under this agreement. The customer shall be entitled upon receipt of the company’s notice of increase, give notice to the company, terminating this contract at the expiry of the notice mentioned in clause 3 but without prejudice to any rights of either party already accrued hereunder at the time of such termination. Any notice shall be sufficiently served and posted or emailed (with proof of delivery) to the customer of the company at their registered address.
13. Service Partners
The company will outsource the services to an approved third-party sub-contractor. The company will ensure that appropriate insurances and accreditations are in place and will regularly check these documents.
14. Payment Terms
Invoices are prepared monthly for payment within thirty (30) days of receipt. Interest of 8% above base rate will be applied daily for all debts over thirty (30) days in accordance with the Late Payment of Commercial Debt Regulations 2002.
This agreement shall constitute the entire contract between the parties hereto and shall supersede the provisions of any previous contract, warranty, and representation made or given in relation to the services specified in the schedule hereto. No variation of this agreement shall be of any effect unless agreed in writing and signed by a Director of the company. This agreement shall be governed by the law of England and Wales.
Acceptance of a quote will serve as an acknowledgement of the Terms and Conditions that will be enforced.
1. Definitions
In these conditions (“the Conditions”)
a) “Customer” means the person, firm or company that enters into a contract for services with the Company.
b) “Services” means the Service Requirement of the Customer identified in the Service Quotation attached.
c) “Contract Price” means the total of all charges made by the Company to the Customer whether set out in the Service Quotation or otherwise agreed for the provision of the Services.
d) “Service Provider” means any person, firm or company carrying out the Services on behalf of the Company.
2. General
a) The Company agrees, subject to the Customer’s observance at all times of these Conditions, to provide the Services.
b) These Conditions shall apply to any agreement between the Company and the Customer relating to the Services. These terms and Conditions and the Customer Service Schedule constitute the entire agreement (“the Contract”) between the Company and the Customer.
c) The terms of this Agreement shall not be varied unless agreed in writing and signed by a duly authorised signatory of the Company.
d) All information provided by the Customer to the Company, or the Company to the Customer shall remain confidential at all times.
e) Before commencement of Service, the Company or Service Provider shall conduct an initial site inspection, primarily for Health and Safety. However, these inspections are not intended to be a full assessment and recommendation for the overall security of the site.
f) The Company and/or the Service Provider cannot enter into any agreement which would involve assuming the powers of the civil police.
g) The Customer authorises the Company to use its Service Providers who may not hold Security Industry Authority (SIA) Approved Contractor Status, in accordance with the SIA’s Exceptional Circumstances Policy.
3. Services
The company shall supply security services for a minimum period of twenty four months (the initial contract period). Commencement date shall be date of first supply as detailed within the Service Agreement and/or Assignment Instruction.
a. Cancellation of supply will not be accepted under any circumstances during the initial contract period.
b. Cancellation of supply after the initial contract period must be notified in writing 90 days prior to the expiry date of the initial contract period.
c. In the absence of notification as in 3 (b) above the contract will “roll over” for a further twelve month period referred to as the additional period.
d. These terms and conditions will remain in force during this additional period and for any other subsequent periods.
e. The company is obliged to maintain confidentiality with respect to information obtained whilst tendering for or fulfilling a contract.
f. The company will not enter into any commitment that would involve assuming the powers of the civil police.
g. The customer is obliged to identify and consult with the company on any specific health and safety requirements that apply, or are likely to apply, during the period of the contract.
h. The customer is obliged to provide and/or maintain any specified item or service, which the customer has agreed to provide, and which is necessary for fulfilling the assignment.
4. Force Majeure
The Company shall not be liable for any delay in performing or failure to perform its obligations hereunder if such delay is caused by circumstances beyond its control including without limitation any delay or failure caused by any act or omission of the Customer. In such event the Company shall be entitled to suspend the Services until such circumstances have ceased and during such period the Customer shall not be required to make payment for the Services suspended. As soon as possible the Company will notify the Customer of such occurrence.
5. Time for Performance of Services
a) The Customer acknowledges that time is not of the essence. The Company will use its best endeavors to attend at the premises for which a keyholding service is provided within a reasonable time of receiving a request. However, the Company can accept no liability whatsoever for failure to attend within a reasonable time considering all the circumstances.
b) Notwithstanding any other provision of this Contract, the obligations of the Company to provide the Services (or any of them) shall not become effective until 24 hours after delivery of keys to the premises of the Company or their Service Provider and no liability is accepted until the annual registration fee has been paid.
c) Keyholding and mobile guarding services will be provided simultaneously for several Customers. Interruptions and delays can occur if an event occurs at the premises of another Customer during the Response Officer’s duties. All attendances to events will be responded to in the priority they are received.
6. Insurances
a) The company holds insurance subject to the following limitations and indemnity: -
Employees Liability £10,000,000.00
Public Liability £5,000,000.00
Efficacy/Contractual Liability £5,000,000.00
Fidelity Guarantee £250,000.00
b) The company’s liability shall not exceed the value of four times annual contracted fee for the site where the incident occurs, no matter how the liabilities may arise and howsoever they may be caused and in relation to whomsoever and without prejudice to the generality of the foregoing, whether the same shall directly or indirectly be attributable to, or arise from, or be in any way caused or connected with or related to: -
Any act of neglect or default whether willful or otherwise.
Any breach of warranty obligation or conditions
Any criminal act.
Any fundamental breach of this contract or any breach of a fundamental term of this contract of and by the company, its employees, and agents so that in all circumstances whatsoever, any injuries, (including death) loss or damage over and above the monetary limits and shall be the sole risk of the customer.
7. Limitation of Liability
(i) a) The company shall not be held responsible for any injury, loss or damage whatsoever caused or contributed to by any deficiency in or omission of the services or any injury or loss or damage whatsoever arising during the period of any such deficiency in or omission of the services where such deficiency or omissions are due to acts of war, terrorism, strikes, lock-outs, labour disputes, adverse weather conditions, transport delays, accidents, mechanical breakdowns, sickness, obstruction of any public or private road or highway or to any other circumstances outside the control of the company. Furthermore, the company shall not under any circumstances be liable for any loss, damage or injury suffered by the customer resulting from any burglary, theft, fire or any other criminal or tortuous act default or omission (whether under Common Law or statutory duty or otherwise) by any person whatever including any employee of the company unless in the case of such an employee such act, default or omission could reasonably have been foreseen and avoided by the company as employer.
b) Any loss of computers or related equipment that has not been adequately secured or in the case of laptop computers, those that have been left unattended or have not been placed in a secure location.
c) Any damage to computer equipment and records and financial loss arising from a computer virus and hacking.
(ii) Any claim in respect of loss or damage should be reported to the company within seven days of the said incident, in writing, quoting the relevant crime number where appropriate. Claims will not be accepted beyond this period.
(iii) The company will not be held responsible and will not accept liability for any plant hire goods or other equipment belonging to a third party, subcontractor or agent of the customer unless mutually agreed in writing and subject to implementation of all recommendations included in a detailed risk assessment carried out by the company and providing that such risk assessment does not contradict or increase any liability already detailed in these Terms and Conditions.
(iv) The customer shall have no rights to offset/contra any invoices rendered in part or in full against any claim made against the company howsoever arising or in any event until the outcome of such claim has been determined.
8. Mobile Patrol Services
(i) The company confirm that keys will be immediately surrendered to an authorised representative of the customer if requested by the customer in writing.
(ii) The company will retain keys for 30 days following cessation of contract unless the keys have been surrendered to the customer. After 30 days the keys will be destroyed.
(iii) Mobile patrol services may be provided simultaneously for several customers. Accordingly, interruptions or delays can arise if an incident occurs at the premises of another customer during a patrol officer’s round of duty.
9. The Customer's Obligations
(i) The customer shall insure or otherwise provide against any liability or responsibility not accepted by the company.
(ii) The customer will indemnify the company in respect of all claims for loss or damage made against the company by any of the company’s employees, the customers servants, or agents or any third party arising by reason of and to the extent that the damage or loss is caused by the negligence or other tortuous act of the customer, his servants, or agents, by the unsafe condition of the customer’s premises or by causes beyond the company’s control for which the customer is responsible. If any employee of the company is instructed by the customer, his servants, or agents, to do any act not within the scope of the company’s duty under this contract, he shall be deemed to do so as the customer’s servant or agent.
(iii) The customer shall be responsible for ensuring that the officers employed on his premises cannot misuse the telephone system installed, by ensuring that the officer cannot make calls to the following services: - INTERNATIONAL, PREMIUM RATE, or MOBILE TELEPHONES, unless there is a specific requirement to contact the customers staff in the event of an emergency. The company will not accept responsibility for any costs incurred due to the failure by the customer to comply with this clause.
10. Duration and Termination
(i) The customer shall not either during the currency of this contract or for a period no less than one year after the termination thereof (howsoever arising) employ any person or company in any capacity any person who during the period of this agreement was employed as a Security Officer or Service Partner of the company.
(ii) If the customer shall be in breach of the above clause, the customer shall pay to the company, the sum of £10,000 (ten thousand pounds) liquidated damages and the company agree that the said sum is a reasonable estimate of the investment of the company in the recruitment and training of such servant and the company agree that the payment of such sum shall be the most reasonable and sufficient remedy in all the circumstances.
11. Bank Holidays
Services performed on UK Bank holidays will be charged at double contracted rate. Christmas Eve and New Years Eve are historically very difficult to provide cover and will therefore be treated as Bank Holidays and as such attract a premium rate.
12. Rates Increase
In the event of any increase in the cost of labour, wages, materials, or other overhead expenses of any kind (including any increase due to a change in government legislation) concerned with the carrying out of the company’s duties under this agreement on giving no less than one-month previous written notice to the customer, the company shall thereupon be entitled to make a fair increase in the charges due under this agreement. The customer shall be entitled upon receipt of the company’s notice of increase, give notice to the company, terminating this contract at the expiry of the notice mentioned in clause 3 but without prejudice to any rights of either party already accrued hereunder at the time of such termination. Any notice shall be sufficiently served and posted or emailed (with proof of delivery) to the customer of the company at their registered address.
13. Service Partners
The company will outsource the services to an approved third-party sub-contractor. The company will ensure that appropriate insurances and accreditations are in place and will regularly check these documents.
14. Payment Terms
Invoices are prepared monthly for payment within thirty (30) days of receipt. Interest of 8% above base rate will be applied daily for all debts over thirty (30) days in accordance with the Late Payment of Commercial Debt Regulations 2002.
This agreement shall constitute the entire contract between the parties hereto and shall supersede the provisions of any previous contract, warranty, and representation made or given in relation to the services specified in the schedule hereto. No variation of this agreement shall be of any effect unless agreed in writing and signed by a Director of the company. This agreement shall be governed by the law of England and Wales.
Acceptance of a quote will serve as an acknowledgement of the Terms and Conditions that will be enforced.
