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 Terms and Conditions (“Conditions”):
2. Basis of Contract
a) These Conditions apply to the Contract to the exclusion of any other terms.
b) The Contract constitutes the entire agreement between the parties.
c) Any variation must be agreed in writing and signed by authorised representatives of both parties.
d) Each party shall keep confidential any information obtained in connection with the Contract.
3. Provision of Services
a) The Company shall provide the Services with reasonable skill and care.
b) The Company may use suitably qualified Service Providers to perform the Services.
c) The Company remains responsible for the performance of its subcontractors.
d) Initial site inspections are limited in scope and do not constitute a full security assessment.
4. Contract Term and Termination
a) The initial term of the Contract shall be 24 months unless otherwise agreed.
b) Either party may terminate the Contract by giving 90 days’ written notice, such notice to expire no earlier than the end of the initial term.
c) After the initial term, the Contract shall continue on a rolling 12-month basis unless terminated in accordance with this clause.
d) Either party may terminate immediately if the other:
5. Suspension and Force Majeure
a) Neither party shall be liable for failure or delay due to events beyond reasonable control (including but not limited to acts of God, strikes, or emergencies).
b) The affected party shall notify the other promptly and resume performance as soon as reasonably possible.
6. Service Standards
a) The Company will use reasonable endeavours to respond within agreed timeframes but does not guarantee response times.
b) Services may be delivered across multiple sites and customers, and prioritisation may apply in emergency situations.
7. Insurance
The Company shall maintain appropriate insurance, including:
8. Limitation of Liability
a) Nothing in this Contract limits liability for:
c) The Company shall not be liable for:
9. Customer Obligations
The Customer shall:
a) Provide accurate information and access necessary for delivery of the Services
b) Ensure the premises are safe and compliant with health and safety requirements
c) Maintain any equipment or systems required for service delivery
d) Not misuse services or instruct personnel outside agreed duties
10. Subcontract
The Company may subcontract the performance of the Services, provided that it remains responsible for their delivery.
11. Change of Control and Assignment
a) The Company may assign or transfer its rights and obligations under this Contract to:
c) The Customer may not assign this Contract without the Company’s prior written consent.
12. Charges and Payment
a) Invoices shall be issued monthly and payable within 30 days.
b) Interest may be charged on overdue amounts at 4% above the Bank of England base rate.
c) Charges may be reviewed annually or where costs materially increase, with at least 30 days’ notice.
d) If the Customer does not accept a price increase, they may terminate on notice without penalty.
13. Keyholding and Property
a) Keys shall be handled securely and returned upon request.
b) The Company shall take reasonable care but shall not be liable for loss unless due to negligence.
14. Non-Solicitation
The Customer shall not employ or engage Company personnel involved in the Services during the Contract and for 6 months after termination without prior consent.
15. Notices
All notices must be in writing and sent by email or post to the registered addresses of the parties.
16. Governing Law
This Contract shall be governed by and construed in accordance with the laws of England and Wales.
17. Acceptance
Acceptance of a quotation or commencement of Services constitutes acceptance of these Terms and Conditions.
1. Definitions
In these Terms and Conditions (“Conditions”):
- “Company” means Keynet Response Ltd.
- “Customer” means the person, firm, or company purchasing the Services.
- “Services” means the services described in the Service Quotation or Service Agreement.
- “Contract” means the agreement between the Company and the Customer incorporating these Conditions and the Service Schedule.
- “Contract Price” means the total charges payable for the Services.
- “Service Provider” means any subcontractor or third party engaged by the Company to deliver the Services.
2. Basis of Contract
a) These Conditions apply to the Contract to the exclusion of any other terms.
b) The Contract constitutes the entire agreement between the parties.
c) Any variation must be agreed in writing and signed by authorised representatives of both parties.
d) Each party shall keep confidential any information obtained in connection with the Contract.
3. Provision of Services
a) The Company shall provide the Services with reasonable skill and care.
b) The Company may use suitably qualified Service Providers to perform the Services.
c) The Company remains responsible for the performance of its subcontractors.
d) Initial site inspections are limited in scope and do not constitute a full security assessment.
4. Contract Term and Termination
a) The initial term of the Contract shall be 24 months unless otherwise agreed.
b) Either party may terminate the Contract by giving 90 days’ written notice, such notice to expire no earlier than the end of the initial term.
c) After the initial term, the Contract shall continue on a rolling 12-month basis unless terminated in accordance with this clause.
d) Either party may terminate immediately if the other:
- Commits a material breach and fails to remedy it within 30 days of notice, or
- Becomes insolvent or ceases trading.
5. Suspension and Force Majeure
a) Neither party shall be liable for failure or delay due to events beyond reasonable control (including but not limited to acts of God, strikes, or emergencies).
b) The affected party shall notify the other promptly and resume performance as soon as reasonably possible.
6. Service Standards
a) The Company will use reasonable endeavours to respond within agreed timeframes but does not guarantee response times.
b) Services may be delivered across multiple sites and customers, and prioritisation may apply in emergency situations.
7. Insurance
The Company shall maintain appropriate insurance, including:
- Employers’ Liability: £10,000,000
- Public Liability: £5,000,000
- Professional/Contractual Liability: £5,000,000
8. Limitation of Liability
a) Nothing in this Contract limits liability for:
- Death or personal injury caused by negligence
- Fraud or fraudulent misrepresentation
c) The Company shall not be liable for:
- Indirect or consequential losses
- Loss of profit, revenue, or business interruption
- Loss arising from criminal acts of third parties unless due to the Company’s negligence
9. Customer Obligations
The Customer shall:
a) Provide accurate information and access necessary for delivery of the Services
b) Ensure the premises are safe and compliant with health and safety requirements
c) Maintain any equipment or systems required for service delivery
d) Not misuse services or instruct personnel outside agreed duties
10. Subcontract
The Company may subcontract the performance of the Services, provided that it remains responsible for their delivery.
11. Change of Control and Assignment
a) The Company may assign or transfer its rights and obligations under this Contract to:
- Any group company; or
- A purchaser of all or substantially all of its business.
c) The Customer may not assign this Contract without the Company’s prior written consent.
12. Charges and Payment
a) Invoices shall be issued monthly and payable within 30 days.
b) Interest may be charged on overdue amounts at 4% above the Bank of England base rate.
c) Charges may be reviewed annually or where costs materially increase, with at least 30 days’ notice.
d) If the Customer does not accept a price increase, they may terminate on notice without penalty.
13. Keyholding and Property
a) Keys shall be handled securely and returned upon request.
b) The Company shall take reasonable care but shall not be liable for loss unless due to negligence.
14. Non-Solicitation
The Customer shall not employ or engage Company personnel involved in the Services during the Contract and for 6 months after termination without prior consent.
15. Notices
All notices must be in writing and sent by email or post to the registered addresses of the parties.
16. Governing Law
This Contract shall be governed by and construed in accordance with the laws of England and Wales.
17. Acceptance
Acceptance of a quotation or commencement of Services constitutes acceptance of these Terms and Conditions.
