TERMS & CONDITIONS FOR THE SUPPLY OF SERVICE 

IP DOOR ENTRY LTD agrees to supply the SUBSCRIBER with a visitor door entry & access control service (hereinafter the “SERVICE”) using the 3G/4G telecoms network of mobile carriers operating in ENGLAND (hereinafter the “COUNTRY”) in the zones covered and operated by said carriers in order to sell this SERVICE to a management company and/ or building owner (hereinafter the “END CLIENT”) to equip a building so that its occupants (hereinafter the “USERS”) can respond to requests from the IPGUARD visitor panels via a landline and/or mobile telephone thus allowing the occupants to remotely open the building’s entrance door by pressing a button or icon on their telephone.

Article 1: Purpose

The Contract comprises these general terms and conditions, and the special conditions (the “CONTRACT). The CONTRACT sets out the conditions under which IP DOOR ENTRY LTD agrees to provide the SUBSCRIBER with the SERVICE.

Article 2: CONTRACT Subscription terms and conditions

2.1- The SUBSCRIBER hereby confirms to IP DOOR ENTRY LTD that it has the requisite expertise, authority and capacity to conclude and execute this contract.

2.2- Subscription is subject to the condition that the serviced building: 

  • Is in a zone covered by the 3G/4G telephone network of mobile carriers operating in the COUNTRY

  • Is equipped with IPGUARD visitor panels and associated access control equipment (proximity readers, radio receivers, keypads, IPKEYSAFES) manufactured and sold by IP DOOR ENTRY LTD.

2.3- In the thirty days following receipt of the contract by IP DOOR ENTRY LTD, the latter reserves the right to retract without paying compensation to the SUBSCRIBER. In this case, the SUBSCRIBER shall be notified by registered letter with acknowledgement of receipt.

Article 3: Services

In a 3G/4G network coverage area operated by mobile carriers in the COUNTRY, USERS with a compatible telephone i.e., one onto which they can download the IPGUARD mobile app, will be able to receive videos of their visitors directly on their mobile telephones. In all other cases, only the audio function will be provided.

Article 4: PARTNER obligations

4.1- The SUBSCRIBER hereby formally undertakes to only sell the SERVICE provided by IP DOOR ENTRY LTD to the END CLIENT and only in the COUNTRY for the sole purposes of equipping the building.

4.2- The SUBSCRIBER shall provide the SERVICE to the END CLIENT on its behalf and under its sole responsibility. Consequently, the SUBSCRIBER guarantees to IP DOOR ENTRY LTD that it will pass on all its obligations agreed upon in this CONTRACT to the END CLIENT. The implementation of the SERVICE requires the SUBSCRIBER to compile a database of the USERS’ names and their landline and/or mobile telephone numbers; the database will be stored on the website www.baticonnect.com managed by the SUBSCRIBER on behalf of the END CLIENT and can be accessed with a username and a password.

As soon as the CONTRACT is signed and throughout the term of said CONTRACT, the SUBSCRIBER must inform IP DOOR ENTRY LTD of the total number of dwellings benefitting from the service in order to determine the maximum number of configurable dwellings. For each dwelling, the SUBSCRIBER will programme a maximum of three telephone numbers and will choose from among these three telephone numbers (and for each dwelling name that appears on the intercom unit) which number is to be called first by the IPGUARD panels. In the event of an unanswered call or a busy number, the SUBSCRIBER will be able to designate (from the three numbers) a secondary or tertiary telephone number to be contacted using the call-forwarding feature.

USERS will be able to use each telephone number entered onto BATICONNECT CLOUD via the IPGUARD application (which they have downloaded on their Smartphone or Smart device) in order to receive video calls from their visitors from the IPGUARD panels.

The SUBSCRIBER can create usernames and passwords. Access to the SERVICE is only possible using the SUBSCRIBER’S usernames and passwords. These usernames and passwords are unique, personal and strictly confidential. The SUBSCRIBER undertakes to maintain their confidentiality. The SUBSCRIBER is solely responsible for their use. All use of the usernames and passwords constitutes use of the SERVICE by the SUBSCRIBER, which it hereby expressly agrees to.

Article 5: SERVICE activation

The SERVICE is activated within a maximum period of 30 days following notification sent to IP DOOR ENTRY LTD by the SUBSCRIBER following the completion of the installation of the IPGUARD and access control equipment, and the SIM card and/ or the remote modem provided by IP DOOR ENTRY LTD.

Article 6: Provision of the SIM card

6.1 Issuing – IP DOOR ENTRY LTD agrees to supply the SUBSCRIBER with a SIM card and, in certain cases, a remote 4G modem containing the SIM card. The contract may be terminated following a request from SPC, if after one month, the formal notification (to deliver the remote modem and the SIM card) sent by registered letter with acknowledgement of receipt remains unanswered; no compensation shall be due to either party. Without prejudice to the provisions taken vis-a-vis the carrier, any claims regarding obvious defects or the non-conformity of the SIM card must be sent in writing within 48 hours of the delivery. The installation operations and the activation of the SIM card will be carried out at the cost and risk of the SUBSCRIBER.

6.2 Enjoyment – The SIM card and the remote 4G modem remains the exclusive property of IP DOOR ENTRY LTD. Therefore, it may not be assigned, rented, transformed, dismantled, modified, pledged, transferred or loaned in any form whatsoever by the SUBSCRIBER. The SIM card and the remote 4G modem are exclusively intended for the purposes of providing the SERVICE. The SUBSCRIBER may not, on pain of immediate termination of the contract at the fault of the SUBSCRIBER, make any other use of the equipment or install it in any other location than the one specified in the special conditions of the contract.

6.3 Safeguarding, maintenance and repairs -- commencing upon delivery of the SIM card and, where applicable the remote 4G modem, and until everything is satisfactorily returned; the SUBSCRIBER is responsible for its/their safekeeping. IP DOOR ENTRY LTD guarantees the SUBSCRIBER against any hidden defects in the SIM card and the remote 4G modem, which prevents usage; the burden of proof regarding the defect is the responsibility of the SUBSCRIBER.

IP DOOR ENTRY LTD’s responsibility does not extend to any other peripheral systems of the installation. In the event of hidden defects, IP DOOR ENTRY LTD’s liability will be expressly limited to covering the repair costs, or alternatively any replacement costs, as well as sums billed during the SERVICE’s suspension period caused by a defect in the SIM card and/or the remote 4G modem; no other compensation will be offered.

The SUBSCRIBER is responsible for the theft, loss or destruction of the SIM card and/or the remote modem, when not caused by a hidden defect, even if this comes about as a result of a fortuitous event or force majeure.

Article 7: Term

The term of the CONTRACT is fixed for five years. After this period, the CONTRACT will be automatically renewed for subsequent periods of 12 (twelve) months based on IP DOOR ENTRY LTD’s tariffs and conditions which are in force on the subscription date of the contract, if neither party terminates the contract by registered letter with acknowledgement of receipt at least 10 (ten) days before the anniversary date of the expiry date

Article 8: Liability

IP DOOR ENTRY LTD will not be liable in the case of: a malfunction in the VIDEO transmission; it is important to bear in mind that when a USER is not in a 3G/4G coverage zone or his/her telephone is not compatible with the IPGUARD application, only the audio function will be provided:

  • incompatibility of the telephones called

  • Interruption of the SERVICE in the zones covered by the 3G/4G network operated by the mobile carriers in the COUNTRY i.e. not attributable to IP DOOR ENTRY LTD.

  • withdrawal of the telephone carrier’s official authorisation required to provide the SERVICE

  • computer viruses or defects transmitted over the Internet during data transmissions required as part of the SERVICE

  • faulty installation carried out by the SUBSCRIBER or its clients or sub-contractors

  • failure of the IPGUARD and access control equipment caused by other devices connected to same: entrance door, locks, electrical power supply, etc. as a few examples only.

  • non-compliance, by the SUBSCRIBER, of procedures as defined by IP DOOR ENTRY LTD

  • non-compliance with the SERVICE’s usage standards, for example, negligence or programming errors by persons having been granted access to the SERVICE

  • interruptions or accidents caused by strikes, malicious acts, riots, fire, floods, and all cases of force majeure and incidents outside IP DOOR ENTRY LTD’s control.

The aforementioned cases, and for the time they continue, will result in the suspension of all obligations arising from the CONTRACT.

Article 9: Financial conditions

9.1- The SERVICE will be billed in accordance with the pricing conditions as detailed in the contract; VAT at the prevailing rate when the invoice is issued will also be applied. Billing shall commence on the first day of the month following subscription to the contract and for a period up to the end of the current calendar year quarter. The SERVICE will then be billed at the start of each calendar quarter and for all subsequent quarters that the contract is still in force.

9.2- The invoices are payable to IP DOOR ENTRY LTD, by direct debit, on the payment due date defined between the SUBSCRIBER and IP DOOR ENTRY LTD.

9.3- If the invoices are not settled on their due date, IP DOOR ENTRY LTD shall be legally entitled to apply a penalty of one and half times the legal interest rate

9.4- If the invoices are not settled ten (10) days following a notification sent by registered letter with acknowledgement of receipt, IP DOOR ENTRY LTD will be entitled to suspend the execution of the CONTRACT. Article

10: Suspension - Termination

10.1- In the case of partial or total non-payment of a due invoice, and after receiving no response to the formal notification after 10 (ten) days, IP DOOR ENTRY LTD shall suspend the SERVICE for a maximum period of 2 (two) months. The SERVICE shall only be resumed when the SUBSCRIBER’s debt, including any applicable fees and interest, and sums billed during the SERVICE’s suspension period have been fully paid. Any suspension of the SERVICE provided to the SUBSCRIBER will give rise to invoices for costs equivalent to two monthly payments. Beyond the two-month period, the contract shall be terminated to the sole prejudice and detriment of the SUBSCRIBER.

10.2 IP DOOR ENTRY LTD also reserves the right to suspend the SERVICE in the following cases:

  • Using the SERVICE and the equipment for purposes other than the IPGUARD and access control service

  • Making false declarations as to the number of dwellings served by the IPGUARD system, or any omission throughout the life of the contract concerning an increase in the number of dwellings serviced by the IPGUARD system

  • Using the remote 4G modem and/or SIM card (equipping the modem) with equipment other than IPGUARD panels

Uninterrupted use of the SERVICE, notably due to the use of automatic dialling systems. The CONTRACT will be terminated to the sole prejudice and detriment of the SUBSCRIBER, if after seven days the notification (sent by registered letter with acknowledgement receipt), stipulating that the aforementioned behaviours must be stopped, remains unanswered.

10.3- In the event of a total severance of the provision of the SERVICE by IP DOOR ENTRY LTD, and independently witnessed by the parties or by a jointly appointed expert, or failing that, legally following the request of one of the parties, and lasting more than thirty consecutive days after reporting the severance, the SUBSCRIBER may terminate the contract at no cost. The termination shall take effect immediately i.e., upon receipt by IP DOOR ENTRY LTD of a registered letter with acknowledgement of receipt in which the SUBSCRIBER shall notify its decision. The return of the remote 4G modem and/or the SIM card shall give rise to the conditions set out in the “Consequences of the termination” article. The total severance of the SERVICE means an interruption of the IPGUARD and access control functions for all the dwellings in the serviced building; however, an interruption of the aforementioned functions concerning only one or more dwellings in the serviced building cannot be considered as total severance of the SERVICE.

10.4- In the event of a serious breach by either party in terms of its commitments, and after a formal demand remains unanswered for a period of 30 (thirty) days, the other party can immediately and legally terminate the contract by sending a registered letter with acknowledgement of receipt.

Article 11: Consequences of the termination

11.1- When termination takes place prior to the expiry date of the contract, all sums remaining due become immediately payable except where the termination is caused by failings of IP DOOR ENTRY LTD. A termination caused by failings of the SUBSCRIBER at any time whatsoever, shall give rise to an additional invoice for costs equivalent to three monthly payments.

11.2- Termination obliges the SUBSCRIBER to return to IP DOOR ENTRY LTD the remote 4G modem and the SIM card in good working order no later than when the termination comes into effect; any costs and risks associated with returning said equipment is the responsibility of the SUBSCRIBER.

Article 12: Contractual modifications

12.1- Any plan to modify the contract will be sent to the SUBSCRIBER at least one month before it enters into force. In the case where the SUBSCRIBER does not wish to accept the contractual modification, it has a period of 4 (four) months after the date the modification comes into force to terminate the contract, free of charge, by sending a registered letter with acknowledgement of receipt. The termination shall take effect one month following receipt of the registered letter (with acknowledgement of receipt) giving notification of termination.

12.2- This article does not apply in the case of a price revision entailing an increase not exceeding 12% in relation to the prices applied during the previous calendar year.

Article 13: Applicable law - Jurisdiction

13.1 -English law governs all aspects of the CONTRACT. In the event of a dispute concerning the interpretation, execution or application of any of its provisions and in the event that the Parties fail to reach a mutually amicable solution, English courts shall