In order to process your order we will supply information including your personal information to credit reference agencies (“CRAs”) and they will give us information about you, such as about financial history. We do this to assess creditworthiness and product suitability, check identity, manage your account, trace and recover debts and prevent criminal activity. We will also continue to exchange information about you with CRAs on an ongoing basis, including about settled accounts and any debts not fully repaid on time. The identity of the CRA, and the ways in which it uses and shares our Customer’s personal information, is maintained on the Company’s sub-processor schedule and further details can be provided on request.

1 DEFINITIONS:
In this agreement the following expressions have the meanings shown next to them.
1.1 actual start date: means the date of the email sent by us to you welcoming you to the keyholding service and requesting you to book a site survey and key handover.
1.2 agreement: means the agreement on the first page of this document, these terms and conditions and the keyholding instructions.
1.3 keyholding instructions: means all the instructions, security and health and safety information required for a keyholding officer to safely and effectively provide the keyholding service including the site password, all alarm codes, alarm reset passwords, monitoring station details, alarm panel details, keys and emergency contact details.
1.4 keyholding officer: means our employee or sub-contractor allocated to perform the keyholding service for us.
1.5 keyholding service: means the keyholding service described in clause 4.
1.6 minimum term: means the minimum term of the agreement which, subject to clause 9, is 12 months from the actual start date, and continuing thereafter until terminated by either party giving three months written notice to the other party.
1.7 site: means the site address set out in the agreement.
1.8 VAT: means Value Added Tax at the current rate.

2 STANDARD OF SERVICE:
We will carry out our obligations under this agreement using reasonable skill and care, and shall comply with any relevant codes of practice applicable to the security industry, including all relevant Security Industry Authority (or equivalent) requirements in relation to keyholding officers engaged by us to provide keyholding services for you.

3 SITE SURVEY, KEY HANDOVER AND NON-ATTENDANCE:
3.1 It is your obligation to book your own site survey and key handover to benefit from the full keyholding service described in clause 4.
3.2 If you do not attend the booked site survey, we will invoice you at our current standard rate for a rescheduled survey.
3.3 The site survey may reveal that it is not possible for us to provide the keyholding service to you. If that is the case we will inform you in writing giving the reason, this agreement will terminate with immediate effect and we will return any payment that you have made to us.

4 DESCRIPTION OF THE KEYHOLDING SERVICE:
4.1 The keyholding service:
Upon activation of an intruder alarm, our monitoring station will inform our keyholding business and a keyholder will then attend the alarm activation in accordance with the terms and conditions of this agreement.
4.2 external keyholding service only:
From the date of the email sent by us to you welcoming you to the keyholding service to the date of our site survey you will have an external keyholding service only, that means that we will attend intruder alarm activations at a site and carry out external checks but we will not be able to enter your site to disable an alarm.
4.3 Full keyholding service and liability:
From the later of the date of our completed site survey or the receipt by us of all of the keyholding instructions we require you will receive the full keyholding service as described in this agreement. We shall not accept any liability for the delivery of the keyholding service until the provisions of this clause 4.3 have been met.
4.4 Timing of attendance and shared keyholding service:
We shall use reasonable endeavours to meet estimated timings for performance of the keyholding services, but you acknowledge that we operate a shared keyholding service, which means that timings are approximate only and time shall not be of the essence for performance of the keyholding services.
4.5 Maximum number of callouts:
You acknowledge that the number of call outs in providing the keyholding service is capped at 3 per annum, on a pro rata basis. If we in our sole discretion determine that we are receiving an unreasonable number of unnecessary callouts from one or more sites, and you have not taken remedial action within 5 working days of the date of written notice from us, then we reserve the right to either make an additional charge to you, or to suspend or terminate the keyholding service for the affected site.
4.6 If we cease to hold the keys:
Where we hold keys as part of the keyholding services, if for any reason whatsoever (other than our negligence or wilful default) we cease to hold keys, we will be under no obligation to you to provide any keyholding services but we may continue to provide the keyholding services without the keys if we are able to do so, for example by carrying out external checks.
4.7 Holding your information:
We will hold your details (including the keyholding instructions and password) on our secure computer database in accordance with good industry practice and all keys will be kept unmarked (except for a security tag showing the encrypted key identification number) in a secure environment in accordance with good industry practice.

5 CHARGES AND PAYMENT:
5.1 Payment by monthly charge:
Payment is by monthly charge and will apply from the actual start date and shall be paid with the addition of VAT by direct debit only (unless directed otherwise) and in accordance with the direct debit payment timing and terms agreed. The monthly charge may be adjusted from time to time in accordance with this agreement and without counter claim, deduction, set-off or withholding.
5.2 Changes to our charges:
We may change our charges annually after the expiry of the minimum term. Any increase to the charges will consider the changes over the preceding 12 month period in applicable indices such as the BEAMA Labour and Material Cost Indices, the Consumer Price Index and the Retail Price Index.
At the end of the minimum period referred to in the agreement term you can give us 3 months’ notice in writing to end this agreement. If our new charges reflect the annual change described above you will have to pay the new charges during the notice period.
5.3 Interest on late payments:
If you do not pay our charges in full by the due date then without prejudice to any other remedy that we may have under this agreement we may claim interest, costs and compensation on all overdue debt in accordance with the Late Payment of Commercial Debt (Interest) Act 1998 (as amended by subsequent regulations) (“the LPCD”) where applicable; or, where we are not entitled to make a claim under the LPCD we reserve the right to claim simple interest at a rate of 8%.
5.4 Right of set-off:
Where permitted by law, we shall be entitled to set-off any amounts due to you against any amounts owed to us by you by way of liability whether present or future, liquidated or unliquidated, and whether or not either liability arises under this agreement. If the liabilities to be set-off are expressed in different currencies, we may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by us of our rights under this clause shall not limit or affect any other rights or remedies available to us under this agreement or otherwise.

6 OUR LIABILITY UNDER THIS AGREEMENT / FORCE MAJEURE:
6.1 Reason for limit on and exclusion of liability:
You agree that: we have no detailed knowledge of the nature or value of the contents of the site; that it would be prudent for you to insure against all loss or damage which it could suffer as a result of any failure of a system to operate, or any failure on the part of us or of any third party to respond to any signal transmitted by a system; and, that the charges in this agreement have been negotiated and agreed commercially on the basis of our limited liability under this agreement.
6.2 No limit on liability for the following:
Neither party to this agreement limits its liability for:
6.2.1 death or personal injury caused by its negligence, or that of its employees, agents or subcontractors, or,
6.2.2 fraud by it or its employees, or,
6.2.3 breach of any obligation as to title implied by statute, or,
6.2.4 any other act or omission, liability for which may not be limited under applicable law.
6.3 Implied terms:
All warranties, conditions and other terms implied by statute or applicable law are to the fullest extent permitted by law excluded from this agreement.
6.4 Exclusion of liability for indirect loss etc:
Subject to clause 6.2, we shall not be liable for any loss of profit, or for any indirect or consequential loss, damage or liability, howsoever arising, including but not limited to any special loss or economic loss, loss of revenue, loss of opportunity and loss of capital.
6.5 Limit on liability:
Subject to clauses 4.3 and 6.2, we shall be liable under this agreement for direct loss or property damage to the extent caused directly by our negligence, breach of contract, breach of statutory duty or otherwise, up to a sum equivalent to either i) twenty times the total of the monthly charges payable under the agreement in the year the damage or loss is suffered, or ii) £50,000, whichever is the lesser, for any claim arising out of one event or series of connected events.
6.6 Delay:
We will have no liability to you, and you shall have no rights against us, for any delay by us in performing or complying with or any failure by us to perform or comply with any obligation under or term of the agreement to the extent that such delay or failure is attributable to any of your acts or omissions or those of any of your employees, agents or sub-contractors, including any breach by you of any obligation under or term of the agreement.
6.7 Events beyond our control (FORCE MAJEURE):
If we cannot carry out any of our obligations under this agreement because of an event beyond our reasonable control, this will not give you the right to claim that we have broken our obligations under this agreement.
6.8 Continuity:
This clause 6 will continue to apply if you make any claim against us after the end of this agreement.

7 PROTECTING US / INDEMNITY:
7.1 You agree to indemnify us for the amount of any liability we have for personal injury or death suffered by our keyholding officers as a result of your breach of this agreement, or your negligence, or any acts or omissions of your employees or representatives. You must protect us against all liability, which will include all damages, costs and expenses we suffer because of the following:

7.1.1 Causing death or injury to any of our employees, agents or subcontractors because you, your employees, agents or any person on the site with your permission, is negligent or has not kept to the regulations made under the Occupiers Liability Act 1957 or any other Act of Parliament which covers the same subject.

7.1.2 Loss of or damage to any property which belongs to our employees, agents or subcontractors which has been caused by your negligence or the negligence of your employees, agents or anyone else on the site who has your permission.
7.1.3 Any action brought by someone else because of your negligence, or your employee’s or agent’s negligence.


8 DURATION:
Subject to clause 9, this agreement has a minimum term of 12 months from the actual start date. This agreement will start on the date of this agreement and will continue until either of us ends it under clause 9.2, 9.3 or 9.4 below.

9 SUSPENDING OR TERMINATING THE AGREEMENT:
9.1 Suspension for late payment:
If you are more than a month behind with your payments to us, we can withdraw the keyholding service we provide at any time. We will give you 7 days’ written notice before we do this.
9.2.1 Ending the agreement because of fault:
If either of us breaks the terms and conditions of this agreement, the other may give 7 days’ notice in writing and if the break is not rectified in that period then the other party may end this agreement. This right applies as well as our rights under clause 9.1 above and does not prevent us from recovering any amount you owe.
9.2.2 If we have reason to believe that you are unable to pay your debts, or have entered into, or are about to enter into, any form of bankruptcy or insolvency (including but not limited to, a voluntary or involuntary credit arrangement with a creditor, or any form of administration, liquidation, receivership or winding-up) we may end this agreement immediately by giving you written notice.
9.3 If we end the agreement:
9.3.1 We can end this agreement by giving you at least 3 months’ notice in writing. This notice must end on or after the minimum term.
9.3.2 We may end this agreement immediately by giving you written notice if i) we are not satisfied with the result of a credit check on you; ii) are not satisfied with the result of an international trade compliance check on you; or, iii) should the police authority terminate any applicable licence.
9.4 If you end the agreement:
You can end this agreement by giving us at least 3 months’ notice in writing ending on or after the expiry of the minimum term, to exercise this power you must have paid us all the amounts you owe under this agreement.

10 COMPENSATION FOR ENDING THE AGREEMENT:
If you end this agreement before the end of the minimum term or without giving us any or sufficient notice under clause 9, or if we end the agreement for a reason set out in clause 9.2, you must pay us the charges that would have applied if the agreement had continued to the date on which it could properly have been terminated by you.

11 GENERAL:
11.1 Giving up our rights:
If we decide not to enforce a term of this agreement, it does not mean we will not enforce that term in the future and it will not prevent us from enforcing any other terms under this agreement.
11.2 Enforcing our rights:
If we decide to enforce our rights under this agreement, we can still use our rights given to us under general law if you have broken your obligations under this agreement. If we choose to use one or more of these rights at any time, we can still enforce any others at a later date.
11.3 Transferring the agreement and sub-contracting:
11.3.1 We have entered into this agreement with you on the understanding that you will not transfer it to anybody else. However, if you are leaving the site where your system is installed and the new owner or occupier would like us to continue to provide the keyholding service, please give us the details we ask for so that we can decide whether to enter into a new agreement with the new owner or occupier.
11.3.2 We may subcontract the keyholding service to be provided under this agreement. We can assign this agreement to a third party without your consent.
11.4 Change in law and/or standards:
If there is a change in the law or relevant British or European standards that necessitates some alteration to our keyholding service we shall inform you of the required alteration and can make an additional charge for that alteration.
11.5 Terms removed by the court:
If any court decides any of the terms of this agreement are not valid or not enforceable, we will remove that term (or the invalid or unenforceable part of it) from this agreement. The rest of this agreement will still be valid and enforceable.
11.6 Notices:
Any notices we send each other will be treated as properly delivered if they are properly addressed and sent by post to the Chubb administrative hub address shown in the agreement (in our case), and your last known address (in your case).
11.7 Varying this agreement:
After the expiry of the minimum term we may amend any term of this agreement, if we do so we will notify you in writing of the amendment using recorded delivery at least one month before the amendment is to be effective. You have the right to refuse the amendment and end this agreement under clause 9.4 by giving us notice within one month of the date the notice was recorded as delivered.
11.8 Scanned agreement:
We may use a scanned copy of the agreement in any court action instead of the original and the scanned agreement shall be treated as if it were the original, and unless you can show that its validity is in serious doubt, we will not have to prove that the scanned agreement is genuine.
11.9 International trade compliance and co-operation:
In the event that there is or could be a potential breach of laws, regulations or ethical rules applicable to us, including, but not limited to, international trade compliance rules prohibiting the sale of goods and services to certain countries, certain individuals or legal entities that are subject to international economic, financial or other sanctions, we reserve the right to refuse any order placed under this agreement.
11.10 Personal Information Protection and Privacy:
11.10.1 Definitions
11.10.1.1 “Controller” means the party that determines the purposes and means of the Processing of Personal Information. If the parties both serve as a Controller, they are Co-Controllers.
11.10.1.2 “Data Breach Incident” is circumstances (whether intentional, or unintentional or accidental) that involve actual or a reasonable possibility of unauthorized access to or possession of, or the loss or destruction of, Personal Information, whether ultimately confirmed or not.
11.10.1.3 “Data Privacy Laws” mean applicable laws and regulations relating to Personal Information protection of any country, state, or municipality with jurisdiction to regulate the activity under this Agreement.
11.10.1.4 “Modified Personal Information” means Personal Information that you combine with other data or information, including but not limited to geolocation data, identifiers for individuals not in our possession, or publicly available data. Modified Personal Information is a subset of Personal Information.
11.10.1.5 “Personal Information” means information and data exchanged in connection with this Agreement that is related to any identified or identifiable natural person or, to the extent of a conflict with applicable law, which is subject to any Data Privacy Laws.
11.10.1.6 “Processing” means any operation or set of operations performed on Personal Information or on sets of Personal Information, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, sharing, alignment or combination, restriction, erasure or destruction.
11.10.2 Compliance with Law. The products and/or services being provided require the collection of Personal Information to function as intended. Both parties will comply with applicable Data Privacy Laws as pertaining to Personal Information Processed in connection with activity under this Agreement. If necessary, the parties will work together in good faith to make any amendments or enter into any additional agreements as may be required by a change in Data Privacy Laws.
11.10.3 Ownership of Personal Information. Any Personal Information contained within our products or services is owned by us.
11.10.4 The Controller. Prior to providing Personal Information to us, you are the Controller of the Personal Information and responsible for all obligations with respect to that data, including, without limitation, providing notice for the individuals for whom it provides personal information to us. Once you have provided Personal Information to us, you and us are Co-Controllers.
11.10.5 Shared Rights and Obligations.
11.10.5.1 If a party Processes Personal Information for any purpose beyond the scope of this Agreement, then that party assumes the notice obligations.
11.10.5.2 If the Personal Information is involved in a Data Breach Incident, the party on whose system the data was stored is responsible for any notifications and associated costs. Unless prohibited by law or a regulator with jurisdiction over a party, the party making the notification shall make reasonable efforts to coordinate with the other party to allow for input into the content of a notification before it is made.
11.10.5.3 While performing under this agreement, if a party learns of any: (i) complaint or allegation indicating a violation of Data Privacy Laws regarding Personal Information; (ii) request from one or more individuals seeking to access, correct, or delete Personal Information; or (iii) inquiry or complaint from one or more individuals relation to the Processing of Personal Information, the party will exercise reasonable efforts to promptly notify the other party in writing, except to the extent prohibited by law, law enforcement, or a regulator with jurisdiction over such party. The parties shall provide reasonable commercial assistance to each other in investigating the matter, identifying the relevant information, preparing a response, implementing a remedy, and/or cooperating in the conduct of and defending against any claim, court or regulatory proceedings. The parties will take all reasonable commercial and legal steps to protect Personal Information against undue disclosure.
11.10.6 Your Rights and Obligations.
11.10.6.1 If you provide us with any Personal Information, you will ensure that it has the legal right to do so. You will provide notice to the individuals whose Personal Information you have provided to us prior to providing it to us. We have the option of providing a notice for you to distribute for this purpose with the content of the notice being applicable to products and services that we provide under this Agreement.
11.10.6.2 If you use other sources of data, including without limitation geolocation information, to connect Personal Information Processed in products or services under this agreement, you shall have all responsibilities and obligations under Data Privacy Laws for such Modified Personal Information. The creation and Processing of Modified Personal Information shall comply with applicable law, including without limitation Data Privacy Laws.
11.10.6.3 If you use Personal Information or Modified Personal Information for direct marketing purposes, you shall comply with, and are solely responsible for complying with, Data Privacy Laws, including any applicable obligation to conduct direct marketing only after compliant opt-in consent is explicitly obtained.
11.10.7 Our Rights and Obligations.
11.10.7.1 We may share Personal Information with our service providers but only in accordance with applicable Data Privacy Laws and with appropriate protections in place.
11.10.7.2 We may store Personal Information on servers located and accessible globally by our parent company entities and their service providers with appropriate protections in place.
11.10.7.3 To the extent that we Process Personal Information under this Agreement, we will retain the Personal Information for the term of this Agreement and thereafter as may be required by this Agreement, to protect our legal rights, or as may be required or permitted by law and/or audit requirements. To the extent that we Process the Personal Information for purposes separate and apart from this Agreement, we serve as a Controller and assume legal obligations as a Controller, including for defining the appropriate retention period.
11.10.8 Privacy Notice. Please review our privacy notice at the following address which explains how we deal with any personal information collected for our business: https://www.chubbfiresecurity.com/en/uk/about/gdpr-compliance/index.html
11.11 Contracts (Third Parties Rights) Act:
A person who is not a party to this agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
11.12 Law and jurisdiction:
This agreement will be governed by English law. Any disputes will be dealt with by the English courts.
11.13 Additional Services Charges
You acknowledge that to provide the keyholding service and ensure your site is protected, additional services may be required from time to time. The current charges for the additional services are set out below, however we reserve our right to increase these from time to time, Any increase to the additional service charges will consider the changes over the preceding 12 month period in applicable indices such as the BEAMA Labour and Material Cost Indices, the Consumer Price Index and the Retail Price Index.
11.13.1 Boarding Up Charges Should a keyholding officer find that your site (s) require additional works to make it secure, for example, in the event of a break in etc. We will automatically arrange a “boarding up” service to make the site (s) temporarily secure. The current charge for the boarding up service is £349.00 + VAT per site and we will invoice you upon completion of the additional works.
11.13.2 Booked Attendance If you do not attend the booked site survey, we reserve the right to invoice you at our current standard rate (which is £75.00 plus VAT) for a rescheduled survey.
11.13.3 Return of Keys In the event that you require any keys to be returned to you, these will be done by registered post only and charged at £12.00 plus VAT per key.

12. FIRE CONSULTANCY SERVICE
12.1. Fire Consultancy Service
12.1.1. Fire alarm test Service, emergency lighting test Service, fire evacuation drill Service: If one or more of the fire alarm test Service, emergency lighting test Service, fire evacuation drill Service is selected in the Agreement the Company will visit the Site or Sites to provide the Service as follows unless agreed otherwise in writing:
12.1.1.1. fire alarm test Service – weekly;
12.1.1.2. emergency lighting test Service – monthly; and,
12.1.1.3. fire evacuation drill Service – every 6 months.
12.1.2. The fire alarm test Service: The Company will carry out the fire alarm test Service in accordance with the applicable British standard. The Company will use a different manual call point during each weekly test so that all call points in the building are tested in rotation. The test will confirm that the control equipment can process a fire alarm signal and providing an output to fire alarm sounders and to ensure that the fire alarm signal is correctly received at any alarm receiving centre to which the fire alarm signals are transmitted. If the test results are unsatisfactory the Company will inform that day the appropriate person responsible for the building’s fire safety.
12.1.3. The emergency lighting test Service: During the emergency lighting test the Company will test all self-contained luminaires and internally illuminated signs will be checked for proper function in accordance with the applicable British standard. The Company will report any faults to the appropriate person responsible for the building’s fire safety.
12.1.4. The fire evacuation drill Service: The Company will organise an evacuation drill on an agreed date, The Company will monitor the reaction of the Customer’s staff to the alarm and the evacuation procedure itself which will be timed. The Company will discuss the evacuation drill after the event and provide a report that will make any necessary recommendations for improvement.