KeyLink Terms and Conditions: Business For services to Businesses
KENT KEYLINK LIMITED TERMS & CONDITIONS (‘the Agreement’)
Background - www.kentkeylink.co.uk is a site operated by Kent KeyLink Limited a company registered in England and Wales under company number 06210861 and with the registered office 18-20 Canterbury Road, Whitstable, Kent CT5 4EY. It is a non-profit making organisation which works in association with Kent Police and police services throughout the UK.
- Kent Keylink provide the keyholding service for businesses more particularly described in these terms and conditions (‘the Agreement.’)
- The basis upon which any personal data is collected from you, or that you will provide to us, or that will be processed by us, will be in accordance with the Privacy Policy displayed on this Site.
1 Definitions
The following terms have the following meanings:
1.1 ‘Contractor’ means a contractor who is not listed by the Customer as being a Preferred Contractor.
1.2 ‘Customer’ means the business who occupy the Premises.
1.3 ‘ Fee’ means the annual fee paid on registration for the Services as quoted on our site from time to time.
1.4 ‘Police Service’ means Kent Police Service, of Sutton Road, Maidstone, Kent.
1.5 ‘Kent KeyLink’ means the company incorporated in England and Wales under the company number 6210861 who provide the Services and whose registered office is 18-20 Canterbury Road, Whitstable, Kent CT5 4EY
1.6 ‘Key Contact’ means the person(s) who is / are recorded on the register as key holders for the Premises.
1.7 ‘Preferred Contractor’ means the individuals or businesses specified by the customer to deal with the stated problem following an Incident.
1.8 ‘Premises’ means the Premises in relation to which the Services are being provided.
1.9 ‘Register’ means the key database maintained by Kent KeyLink and then passed on to the Police Service
1.10 ‘Registered Information’ means:
1.10.1 details of Key contact
1.10.2 the Premises details;
1.10.3 Preferred Contractor details:
1.10.4 Details of security installations at the Premises.
1.11 ‘Service(s)’ means the information holding service described on this Site to be provided by the Kent KeyLink under this Agreement.
2 Commencement and Duration
2.1 The Services provided under this Agreement shall be provided by Kent KeyLink to the Customer for a period of 12 months starting from the date that you receive an email or letter by post from us confirming that we will supply the Services to you. (Contract Confirmation.)
3 Service Availability
3.1 Kent KeyLink do not supply Services for Premises outside Kent, England.
4 Customer Status
4.1 By placing an order through this Site the Customer warrants that: 4.1.1 It is legally capable of entering into binding contracts
4.1.2 The Key Contacts are resident in the Kent, England and are authorised to hold a key to the Premises.
4.1.3 The Premises are located in Kent, England.
4.1.4 It has notified the Key Contact that his/her details have been disclosed to us for entry onto the Register.
4.1.5 It is registered as a Data controller for the purposes of the Data Protection Act 1998 (‘the Act’) and that it has processed the Key Contacts data in accordance with the Act.
5 Kent Keylink’s Obligations
5.1 Kent Keylink shall maintain the Register with the Registered Information and will update the Register with amendments and additional information supplied by the Customer.
5.2 Kent KeyLink Ltd may from time to time provide the Customer with crime trend alerts as appropriate, and any relevant crime reductions advice.
5.3 In the event of an incident whereby the Premises are damaged or made insecure (‘Incident’) the Register will be available to the Police Service who will use reasonable endeavours to use the Registered Information to:
5.3.1 contact the Key Contacts in the order in which they are listed on the Register;
5.3.2 if none of the Key Contacts can be contacted, the Police Service will contact the Preferred Contractors to carry out any work which the Police Service considers in it’s discretion to be necessary or desirable as a result of any such Incident;
5.3.3 if the relevant Preferred Contractor is not available, the Police Service will arrange to have any such work carried out by a Contractor.
5.3.4 Any instructions to Preferred Contractor or to other Contractors will be given on the Customers’ behalf and the Customer will pay the costs of the work that the Preferred Contractor or other Contractors carry out to the Premises in accordance with their obligation in clause 6.2 below .
6 The Customer Obligations
6.1 The Customer will promptly pay the Fee for the Services.
6.2 The Customer will pay all sums due to the Preferred Contractors and Contractors engaged by the Police Service
6.3 The Customer will indemnify the Police Service and Kent KeyLink against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by Kent KeyLink or/and the Police Service arising out of or in connection with any claim made against Kent KeyLink or/and the Police Service by a third party (including the Key Contact) arising out of or in connection with the provision of the Services to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of this agreement by the Customer, its employees, agents or subcontractors;
6.4 The Customer will provide accurate Registered Information and to promptly inform Kent KeyLink of any changes to the same ( including without limitation, any change of address.) Such information should be sent to Kent KeyLink, (insert correspondence address)
6.5 The Customer will supply a password of no more than 8 letters to Kent KeyLink Ltd upon registration and use this at all times when notifying any amendments to the Registered Information.
6.6 The Customer will supply, if necessary, additional information including:
6.6.1 notification of hazardous substances kept on the Premises;
6.6.2 other appropriate information concerning vulnerabilities and security at the Premises and
6.6.3 any other relevant and appropriate information to record on the Register in respect of the Premises for the better delivery of the Services.
7 Limitation of Liability:
THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF THIS CONDITION
7.1 This clause sets out the entire financial liability of Kent KeyLink (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of: 7.1.1 any breach of this Agreement;
7.1.2 any use made by the Customer of the Services; and
7.1.3 any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
7.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.
7.3 Nothing in these Conditions limits or excludes the liability of the Kent Key Link: 7.3.1 for death or personal injury resulting from negligence; or
7.3.2 for any damage or liability incurred by the Customer as a result of fraud or fraudulent misrepresentation by Kent Keylink; or
7.3.3 for any liability incurred by the Customer as a result of any breach by the Supplier of the condition as to title or the warranty as to quiet possession implied by section 2 of the Supply of Goods and Services Act 1982.
7.4 Subject to clause 7.2 and 7.3. 7.4.1 Kent KeyLink shall not be liable for:
7.4.1.1 loss of profits; or
7.4.1.2 loss of business; or
7.4.1.3 depletion of goodwill and/or similar losses; or
7.4.1.4 loss of anticipated savings; or
7.4.1.5 loss of goods; or
7.4.1.6 loss of contract; or
7.4.1.7 loss of use; or
7.4.1.8 loss of corruption of data or information; or
7.4.1.9 any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
7.4.2 the Supplier's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of Agreement shall be limited to the price paid for the Services.
7.5 The Service does not guarantee Police Service attendance at the Premises at any time.
7.6 The Police Service do not give any recommendation or endorsements of the Preferred Contractors or Contractors.
8 Termination
8.1 Without prejudice to any other rights or remedies which the parties may have, either party may terminate this agreement without liability to the other immediately on giving notice to the other if: 8.1.1 the other party commits a material breach of any of the terms of this agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified; or
8.1.2 the Customer moves to a location outside Kent and is therefore no longer within the control of the Police Service; or
8.1.3 an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order of the other party; or
8.1.4 an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or
8.1.5 the other party ceases, or threatens to cease, to trade; or
8.1.6 there is a change of control of the other party (as defined in section 574 of the Capital Allowances Act 2001);
8.2 On termination of this agreement for any reason: 8.2.1 the Customer shall automatically be removed from the Register
8.2.2 the Customer shall not be entitled to any refund of the whole or any party of the annual charge.
9 Force Majeure
9.1 Kent KeyLink shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including strikes, lock-outs or other industrial disputes (whether involving Kent KeyLink, the Police Service, or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.
10 Variation
10.1 No variation of this agreement shall be valid unless it is in writing and signed by or on behalf of each of the parties.
11 Severence 11.1 If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain in force.
11.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, that provision will apply with whatever modification is necessary to make it valid, enforceable and legal.
11.3 The parties agree, in the circumstances referred to in clauses 11.1 and 11.2 to attempt to substitute for any invalid, unenforceable or illegal provision a valid, enforceable and legal provision which achieves to the greatest extent possible the same effect as would have been achieved by the invalid or unenforceable provision.
12 No Partnership or Agency
12.1 Nothing in this Agreement is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
13 Rights of third parties
13.1 This Agreement is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns and is not intended to benefit, or be enforceable by, anyone else.
14 Governing Law and Jurisdiction
14.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the law of England and Wales.
14.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter.
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