Terms & Conditions

STANDARD CONDITIONS OF CONTRACT FOR KEYHOLDING SERVICES

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STANDARD TERMS AND CONDITIONS FOR THE SUPPLY OF KEY HOLDING SERVICES TO CONSUMERS

These Terms and Conditions (“Conditions”) set out the basis on which CMS (as defined below) will provide our Services to consumers. If you are buying the Services for purposes connected with a business you are a business customer and our standard terms and conditions for business customers (a copy of which is available on request) will apply.  

1. DEFINITIONS AND INTERPRETATION

1.1 In these Conditions, the following definitions apply: “Business Day” means a day other than a Saturday, Sunday or public holiday in England when the banks in London are open for business; “Call-Out” means an instance when we are required to attend the Property, this includes but is not limited to; either in response to an alarm activation or a request by you or your Emergency Contact; “CMS”, “we” or “us” means CMS Keyholding Limited (registered company number 2406553) and each of its subsidiary (as defined in section 1159 Companies Act 2006) companies; “Contract” means the contract between you and us for the supply of Services; “Emergency Contacts” means the people whom you ask us to contact if there is a break-in or other emergency at the Property; “Event Outside Our Control” means any cause materially affecting the performance by CMS of its obligations under the Contract arising from any events or circumstances beyond its reasonable control including acts of God, strikes, lock-outs or other industrial disputes, war, riot, fire, flood, or any disaster affecting CMS or a third party for which a substitute third party is not reasonably available; “Keys” means keys or devices to the Property; “Legal Requirement(s)” means all legal and regulatory requirements relating to or affecting the Service provided; “Order” means your order for the supply of Services, as set out in your written acceptance of the Proposal; “Proposal” means our written proposal or quotation for the supply of the Services setting out details of the Services and the applicable charges; “Property” means your residential property at the address set out in the Proposal; “Services” means services relating to us holding Keys and making Call-Outs to the Property; “Staff” means our employees, agents, consultants and sub-contractors; and 1.2 In these Conditions, unless otherwise expressly stated, the following rules apply: 1.2.1 the headings and sub-headings in these Conditions are for ease of reference only and do not affect the meaning of these Conditions; 1.2.2 words in the singular include the plural and vice versa; and 1.2.3 the masculine includes the feminine and vice versa; 1.2.4 a reference to a clause is to a clause or paragraph of these Conditions; 1.2.5 where examples are given by using words or phrases such as “include”, “including” or “in particular”, the examples do not restrict the meaning of the related general words; 1.2.6 a reference to these Conditions or to any other document shall include any variation, amendment or supplement made to these Conditions or that other document; 1.2.7 the words “writing” and “written” shall include any method of reproducing words in a legible and permanent form.  

2. ABOUT US

  2.1 We are a member of the Banham Group and a private limited company. 2.2 If you need to contact us you can do so by writing to us at 20 Thornsett Road, London, SW18 4EF, telephoning us on 020 7627 0344 or emailing us at admin@cmskeyholding.com.  

3. OUR CONTRACT WITH YOU

  3.1 Before you place an Order, you should read these Conditions carefully and make sure the Proposal and the Order is complete and accurate. If you think that there are any mistakes in the Proposal, you should contact us to discuss matters. 3.2 When you submit the Order this does not mean that we have accepted it. 3.3 The Order will only be accepted when we contact you to tell you that we are able to provide the Services. At this point and on this date (the “Commencement Date”) the Contract will come into existence and these Conditions will be binding on you and us. 3.4 The Proposal shall not constitute an offer and is only valid for a period of 90 days from its date of issue. 3.5 The Proposal is based on the information you provide in relation to your security requirements and you should make sure you are satisfied with the contents of the Proposal before you place an Order. 3.6 The images and descriptions of our Services on our website and other advertising materials are for illustrative purposes only and, although we make every effort to be accurate, your Services may differ in some respects, including dimensions. 3.7 We can make changes to these Conditions from time to time to reflect any changes in Legal Requirements. If we change these Conditions, we will notify you.  

4. THE SERVICES

4.1 We will supply the Services to you on the dates and at the times set out in the Proposal or otherwise agreed between us verbally or in writing. 4.2 We will use our reasonable efforts to complete the Services on the date and at the times agreed between us but there may be delays due to an Event Outside Our Control. 4.3 In relation to the Services you must: 4.3.1 provide us with reasonable cooperation and assistance necessary to facilitate the performance of the Services; 4.3.2 provide us with any information we reasonably require to perform the Services; 4.3.3 provide our Staff with unrestricted access to the Property and any other facilities that we reasonably require to complete the Services; 4.3.4 ensure that the Property is prepared for the Services in the manner described in the Proposal; 4.3.5 inform us of any potential hazards at or changes to the Property and provide any protective equipment necessitated by such hazards; 4.3.6 comply with other requirements described in the Proposal; 4.3.7 where appropriate, nominate an authorised representative to be available to liaise with, and respond to our queries in respect of the provision of Services; 4.3.8 prepare the Property for the supply of the Services; 4.3.9 at your own expense, execute all documents and do all acts and things reasonably required by CMS to give effect to the terms of the Contract and shall provide access to all information and documentation which is within your possession which is reasonably required by CMS to enable it to fulfil its obligations hereunder; and 4.3.10 provide to CMS in a timely manner all data, information and documentation reasonably required by CMS (as well as answers to queries and decisions, reasonably requested by CMS) to enable CMS to perform its obligations under the Contract and will ensure that such data, information and documentation is complete and accurate. 4.3.11 provide CMS with the correct keys/device and necessary codes required for access to the premises to enable CMS to perform its obligations under the contract and; 4.3.12 will not hold CMS liable for being unable to gain access to the premises due to the incorrect keys being provided by you 4.4 If we cannot perform the Services because you do not comply with your obligations under these Conditions, then we can suspend the Services without liability to you and/or make an additional charge of a reasonable sum to cover any extra services that are required. 4.5 If you do not pay us for the Services when you are supposed to then we can suspend the Services until you have paid us the outstanding amounts. 4.6 As a consumer, you have legal rights in relation to Services not carried out with reasonable skill and care, or not as described. Advice about your legal rights is available from your local Citizens’ Advice Bureau or Trading Standards office. Nothing in these Conditions will affect these legal rights. 4.7 If our performance of any of our obligations in respect of the Services is prevented or delayed by any act or omission by you or failure or delay by you to perform any relevant obligation (“default”): 4.7.1 we shall have the right, without limiting our other rights or remedies, to suspend performance of the Services until you remedy the default, and to rely on the default to relieve us from the performance of any of our obligations to the extent the default prevents or delays our performance of any of its obligations under a Contract; 4.7.2 we shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from your failure or delay to perform any of its obligations as set out in this Clause 4.7; and you shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from your default.  

5. KEYHOLDING SERVICES

  5.1 You agree in relation to our holding of Keys that: 5.1.1 we operate a shared service and shall attend the Premises within a reasonable time of receiving a request to do so; 5.1.2 the Keys shall be kept sealed in a secured key room, in accordance with BS 7984:2008 (Keyholding and Response Services), that all procedures relating to this Contract are regulated by the same standard and that in some cases, Keys will be held using mobile response units secured in compliance with BS 7984-1:2016; 5.1.3 you may request delivery of the Keys or the attendance of CMS at any time at the cost shown in the Schedule; 5.1.4 you may request duplicates of the Keys at any time during our usual working hours; 5.1.5 subject to clauses 5.1.7 and 5.1.8, you can collect the Keys from us at any time during our usual business hours; 5.1.6 you must inform us of any changes that might affect our performance of the Services (including changes to the layout of or locks at the property or to the contact details for you or your Emergency Contacts); 5.1.7 Keys which are not collected from us within 3 months of the Contract ending will be destroyed; 5.1.8 we can refuse to give Keys back to you until all outstanding payments due to us from you have been paid; 5.1.9 CMS will not accept liability for the loss or damage of items whilst being transported or delivered at the request of the customer; 5.1.10 in the event that a Customer’s Keys are lost as a result of any act or omission of CMS, CMS shall notify the Customer forthwith (and advise the Customer to change its locks). CMS shall reimburse the Customer for the cost of suitable replacement locks on presentation of proof of purchase; 5.1.11 CMS will have no liability to the Customer for any loss consequent on CMS’ loss of any Keys which occurs later than five days from CMS notifying the Customer of the loss or the locks being changed, whichever comes first; CMS will have no liability to the Customer for any indirect or consequential loss or damage of any kind 5.1.12 we will not be obliged to start providing the Services until 24 working hours (or 72 working hours if proceeding a weekend or bank holiday) from the date on which you first make the key to the Property available to us. 5.2 In relation to each Call-Out you agree that: 5.2.1 we will attend the Property as soon as reasonably practicable but we cannot guarantee the timescales for our attendance; 5.2.2 we may not enter the Property if the Call-Out relates to a suspected break in or other criminal activity; 5.2.3 we may contact the emergency services and/or your Emergency Contacts if, in our reasonable discretion, it is necessary or beneficial to do so; 5.2.4 we may allow the emergency services and/or your Emergency Contacts access to the Property; 5.2.5 if the circumstances of the Call-Out warrant the response being carried out by more than one member of Staff to ensure their safety, we can increase our charges proportionately; 5.2.6 if neither the police nor one of the Emergency Contacts are in attendance at the Property we may, but shall not be obliged to: (a) enter the Property; (b) de-activate and/or re-set the alarm at the Property following activation; (c) investigate the cause of the alarm at the Property being activated; and (d) arrange for emergency repairs to be carried out at your expense if we reasonably consider that repairs are necessary to secure the Property; 5.2.7 we will not remain at the Property for any longer than 4 hours unless, in our discretion, we consider it appropriate to do so; and 5.2.8 if it is not possible to de-activate and/or re-set the alarm at the Property we will request the attendance at the Property of your alarm supplier but if it fails to attend within 4 hours or declares the alarm inoperative, we will attempt to refer the matter to one of your Emergency Contacts. 5.3 You agree that in providing the Services we will not under any circumstances do or commit to do anything that would amount to us assuming the powers of the police.  

6. FEES AND PAYMENT

  6.1 The price of the Services shall be as set out in the Proposal or, if none are quoted, in our published price list at the time you place the Order, subject to any increases we agree from time to time. 6.2 Our prices will include VAT. However, if the rate of VAT changes between the date of the Order and the date of delivery or performance, we will adjust the rate of VAT that you pay, unless you have already paid for the Services in full before the change in the rate of VAT takes effect. 6.3 We will invoice you for Services at the times and in the amounts set out in the Proposal. 6.4 We can increase our charges for Services once in any 12 month period. If, when you receive our invoices setting out this increase, the increase is unacceptable to you, you can cancel the Contact by giving us one month’s written notice. 6.5 You must pay our invoices within 30 days of the date of the invoice in full and cleared funds by using the bank details we give you or via any other payment method approved by us. Where you have provided us with a bank mandate we will take payment of our invoices 30 days after the date of the invoice. 6.6 If you do not pay us when you are supposed to then we will charge you interest on the overdue amount at the rate of 8% above the base rate from time to time of our main bank in the United Kingdom. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. You must pay the interest together with the overdue amount. 6.7 However, if you dispute one of our invoices in good faith and you let us know promptly after you have received an invoice that you dispute it, we will not charge you interest until we have made reasonable efforts to resolve the dispute with you.  

7. OUR LIABILITY TO YOU

  7.1 We are responsible to you for any loss or damage you suffer that is a foreseeable result of our breach of the Contract or our negligence but we are not responsible for loss or damage which is caused by other factors. Loss or damage is foreseeable if it is an obvious result or if the possibility of it was known to you and us when we entered into the Contract. 7.2 We do not warrant or guarantee that the provision of the Services will eliminate the possibility of break-ins at the Property or remove the requirement for you to insure the Property. 7.3 We understand that the Property is used solely as a private residence and we will not be responsible to you for any loss of profit, loss of business, business interruption or loss of business opportunity in relation to the Services. 7.4 We do not in any way limit or exclude our liability to you where it would be unlawful to do so including liability for: 7.4.1 death or personal injury resulting from negligence; 7.4.2 breach of any of the provisions of the Consumer Rights Act 2015 referred to in sections 31 and 57 of that act (advice about your rights under the Consumer Rights Act 2015 is available from your local Citizens Advice Bureau or Trading Standards Office); or 7.4.3 fraud or deceit. 7.5 This clause 7 shall survive termination of the Contract.  

8. EVENTS OUTSIDE OUR CONTROL

  8.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Conditions that is caused by an Event Outside Our Control. 8.2 If an Event Outside Our Control takes place that affects our performance of our obligations under the Contract: 8.2.1 we will notify you as soon as possible; 8.2.2 our obligations under the Contract will be suspended and the time for performance of those obligations extended for the duration of the Event Outside Our Control; 8.2.3 if performance of the Services has been affected we will restart the Services as soon as possible when the Event Outside Our Control is over; 8.2.4 you will not have to pay us during any period when we are not performing the Services. 8.3 If an Event Outside Our Control takes place which prevents us from providing the Services, you can cancel the Contract in which case we will refund to you any sums you have paid in respect of Services not performed.  

9. CANCELLATION OF THE CONTRACT

  9.1 This clause applies if: 9.1.1 the Order was placed and/or accepted during a meeting between us at a location which is not our business premises (for example, at the Property); 9.1.2 you placed the Order immediately after a meeting between us that took place away from our business premises; or 9.1.3 you placed and we accepted the Order by post, email, telephone or any other means of communication that did not involve a face to face meeting. 9.2 You have a legal right to cancel the Contract during the period ending 14 days after the Commencement Date (the “Cancellation Period”). During the Cancellation Period, if you change your mind or decide for any other reason that you do not want to proceed with the Contract, you can notify us of your decision to cancel. 9.3 To exercise the right to cancel, you must inform us of your decision to cancel by a clear statement in writing by letter or email. 9.4 We will start providing the Services as per clause 5.1.10 unless you expressly ask us not to do so verbally or in writing and; 9.5 If you cancel the Contract during the Cancelation Period then we will refund to you all payments received except that if, at your request, we have provided Services during the Cancellation Period, we can charge you a reasonable sum for the Services provided (which, if we have completed the Services before you inform us that you wish to cancel, will be the full price for the Services). 9.6 We will pay you the refund referred to in clause 9.5 not later than 14 days after the date on which we are informed of your decision to cancel the Contract.  

10. YOUR OTHER CANCELLATION RIGHTS

  10.1 The rights set out in this clause 10 are in addition to your rights under clause 9. 10.2 You can cancel the Contract in relation to the Services by giving us at least one months’ written notice expiring any time after the period of 12 months commencing on the Commencement Date in which case we will refund to you any sums you have paid in advance if requested by you in writing to do so. 10.3 You can cancel the Contract at any time with immediate effect by giving us written notice if we: 10.3.1 break the Contract in any material way and do not correct the situation within 14 days of you asking us to do so; 10.3.2 go into liquidation or a receiver or an administrator is appointed over our assets; 10.3.3 change these Conditions under clause 3.7 to your material disadvantage; 10.3.4 are affected by an Event Outside Our Control which prevents us from providing the Services.  

11. OUR CANCELLATION RIGHTS

  12.1 We may transfer our rights and obligations under these Conditions to another organisation, and we will always notify you in writing if this happens, but this will not affect your rights or our obligations under these Conditions. 12.2 The Contract is between you and us only and no other person may enforce it. 12.3 Each of the clauses in these Conditions operates separately and if any court or other relevant authority decides that they are unlawful the remaining clauses will remain in full force and effect. 12.4 If we fail to insist that you perform any of your obligations under these Conditions, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, We will only do so in writing, and that will not mean that we will automatically waive any later default by you. 12.5 These Conditions are governed by English law. You and we both agree to submit to the non-exclusive jurisdiction of the English courts. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are a resident of Scotland, you may also bring proceedings in Scotland. 11.1 We may cancel the Order before the commencement of the Services if an Event Outside Our Control or unavailability of personnel prevents us from performing our obligations in which case: 11.1.1 we will notify you promptly; and 11.1.2 if you have made any payments in advance for the Services, we will refund these to you. 11.2 We may cancel the Contract in relation to the Services by giving you not less than one months’ written notice in which case we will refund any sums you have paid in advance for the cancelled Services.. 11.3 We may cancel the Contract at any time if: 11.3.1 you do not pay us when you are supposed to; or 11.3.2 you break the Contract in any other material way and do not correct the situation within 14 days of us asking you to do so.  

12. GENERAL

  7.1 We are responsible to you for any loss or damage you suffer that is a foreseeable result of our breach of the Contract or our negligence but we are not responsible for loss or damage which is caused by other factors. Loss or damage is foreseeable if it is an obvious result or if the possibility of it was known to you and us when we entered into the Contract. 7.2 We do not warrant or guarantee that the provision of the Services will eliminate the possibility of break-ins at the Property or remove the requirement for you to insure the Property. 7.3 We understand that the Property is used solely as a private residence and we will not be responsible to you for any loss of profit, loss of business, business interruption or loss of business opportunity in relation to the Services. 7.4 We do not in any way limit or exclude our liability to you where it would be unlawful to do so including liability for: 7.4.1 death or personal injury resulting from negligence; 7.4.2 breach of any of the provisions of the Consumer Rights Act 2015 referred to in sections 31 and 57 of that act (advice about your rights under the Consumer Rights Act 2015 is available from your local Citizens Advice Bureau or Trading Standards Office); or 7.4.3 fraud or deceit. 7.5 This clause 7 shall survive termination of the Contract.