COMMUNICATIONS & CLOUD SUBSCRIPTION TERMS (IPGUARD / BATICONNECT)

Version: 19/01/2026

Company: IP Door Entry Ltd (Company No. 13023497) of 52 High Street, Pinner, Middlesex HA5 5PW (“IPDE”, “we”, “us”)

Important notice

These Terms and Conditions (“Terms”) apply only to business customers and govern the supply of communications services, SIM/data connectivity, and cloud-based services by IP Door Entry Ltd. Hardware is supplied separately under IP Door Entry Ltd’s Terms and Conditions for the Supply of Goods.

1. Interpretation

1.1 Definitions

• App: the IPGUARD mobile application (where applicable).

• Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

• Cloud Service: the cloud-based communications, SIM/data connectivity, and related services supplied by IPDE under a Subscription Order for use in connection with the IPGUARD System.

• Cloud Portal: the Baticonnect cloud portal (or such other portal as IPDE may provide) made available to the Subscriber solely for the configuration, administration, and management of the IPGUARD System and Cloud Service.

• Internal Systems: IPDE’s internal business systems, including its ERP, CRM, billing, finance, support, monitoring, and operational systems, which are not part of the Cloud Service and are not made available to customers.

• End Client: the building owner/management company (if different from Subscriber).

• IPDE: IP Door Entry Ltd (Company No. 13023497) of 52 High Street, Pinner, Middlesex HA5 5PW.

• IPGUARD System: IPDE supplied door entry and access control equipment designed to operate in conjunction with the Cloud Service.

• Subscription Order: the order, quotation acceptance, or subscription confirmation accepted by the Subscriber that specifies the Cloud Service (including SIM and connectivity where applicable), the subscription term, pricing, billing frequency, and, where relevant, the number of dwellings or units to be serviced.

• Subscriber: the business customer purchasing the Subscription Order from IPDE.

• Cloud Portal: the Baticonnect cloud portal (or such other portal as IPDE may provide) used for configuration/administration.

• SIM: the SIM card(s) supplied by IPDE for use solely in connection with the Cloud Service and the IPGUARD System.

• Term: the subscription duration stated in the Subscription Order.

• Users: occupants or other authorised persons whose telephone numbers or credentials are configured via the Cloud Service to receive calls, video, or access functions from the IPGUARD System.

• Portal Users: individuals authorised by the Subscriber to access the Cloud Portal for configuration, administration, or management purposes.

1.2 Interpretation

Headings do not affect interpretation. “Including” means “including without limitation”.

1.3 Scope

These Terms govern the Service only. Hardware is governed by IPDE’s Goods Terms unless expressly included in the Subscription Order.

2. Basis of Contract

2.1 These Terms apply to the exclusion of all other terms (including any terms on the Subscriber’s purchase order), unless expressly agreed in writing by IPDE.

2.2 A quotation is an invitation to treat. A Subscription Order constitutes an offer by the Subscriber.

2.3 The contract is formed when IPDE issues written acceptance of the Subscription Order (including by email) or activates/provisions the Cloud Service, whichever occurs first.

2.4 These Terms are supply-only: IPDE does not perform works, installations, surveys, signal testing, cabling, commissioning, or on-site configuration under these Terms unless explicitly agreed in writing.

3. Scope of the Cloud Service

3.1 The Cloud Service provides communications and cloud functionality enabling operation of the IPGUARD System via mobile networks and the Cloud Portal. Depending on configuration and coverage, functionality may include call routing, audio and (where available) video.

3.2 Access to the Cloud Portal is provided to enable the Subscriber (via Portal Users) to administer settings and user data relevant to the IPGUARD System.

3.3 The App may be used by Users where available. IPDE does not warrant that the App will be available on any particular device, operating system, or app store, or that video will be available in all locations.

3.4 IPDE may update or modify the Cloud Service, Cloud Portal, or App where required for security, compliance, operator requirements or service improvement. Where a change materially reduces core functionality, IPDE will use reasonable efforts to provide notice and/or an alternative.

4. Coverage, Connectivity and Minimum Requirements

4.1 The Cloud Service depends on third-party mobile network operators and is subject to availability, coverage, congestion, outages, maintenance and changes by those operators.

4.2 The Subscriber is responsible for ensuring adequate on-site coverage and performance for the IPGUARD System and Cloud Service.

4.3 IPDE recommends a minimum internet performance of 2 Mbps download and 2 Mbps upload (or such other minimum as notified in writing from time to time) for effective operation.

4.4 IPDE is not responsible for any failure, reduced performance or loss of functionality caused by inadequate signal, network congestion/outages, building fabric, power issues, third-party equipment, or any factor outside IPDE’s reasonable control.

5. Subscriber Responsibilities

5.1 The Subscriber shall:

• ensure the IPGUARD System is installed, powered and maintained appropriately (whether by the Subscriber, End Client, or third parties);

• ensure all data submitted into the Cloud Portal (including Users’ details) is accurate, up to date and lawfully obtained;

• ensure it has all necessary permissions/consents to provide Users’ data and to operate the system at the site;

• ensure Portal Users keep credentials secure and confidential;

• promptly notify IPDE of suspected unauthorised access to the Cloud Portal.

5.2 The Subscriber is responsible for all actions taken via Portal Users’ access to the Cloud Portal.

5.3 The Subscriber must not (and must ensure End Clients, Portal Users and Users do not):

• use the Cloud Service or SIMs for any purpose other than operating the IPGUARD System;

• attempt to access, interfere with, or derive rights in IPDE’s Internal Systems;

• use SIMs in non-IPDE equipment or at a different site without IPDE’s written consent;

• misuse the Cloud Service in a way that is unlawful, abusive, abnormal, or causes undue load (including automated/continuous calling patterns).

6. SIM Supply, Ownership and Use

6.1 SIMs (and any IPDE-supplied router if provided) remain IPDE’s property at all times.

6.2 SIMs are provided solely for use with the Cloud Service and the IPGUARD System at the site specified in the Subscription Order (unless IPDE agrees otherwise in writing).

6.3 The Subscriber is responsible for loss, theft, damage, and misuse of SIMs and must pay replacement and reasonable administration charges where applicable.

6.4 Any obvious defects/non-conformity in SIMs must be notified to IPDE in writing within 48 hours of delivery.

7. Charges, Billing and Payment

7.1 Charges are as set out in the Subscription Order and are exclusive of VAT (which will be charged at the applicable rate).

7.2 Billing frequency (monthly/annual/other) is as stated in the Subscription Order. Unless stated otherwise, charges are payable in advance.

7.3 If charges are based on dwellings/units, the Subscriber must ensure the dwelling/unit count remains accurate and must notify IPDE promptly of any increase. IPDE may invoice adjustments (including backdated charges from the date of increase where the increase was not notified).

7.4 Late payment: IPDE may charge interest on overdue amounts at 4% per annum above the Bank of England base rate, accruing daily, and recover reasonable costs of collection.

7.5 IPDE may suspend provisioning, activation, or continued access to the Cloud Service for overdue payments.

7.6 IPDE may increase the charges payable under a Subscription Order once per calendar year by giving not less than 30 days’ written notice to the Subscriber. Any increase shall be reasonable and shall not exceed the higher of:
(a) the percentage increase in the Consumer Prices Index (CPI) over the preceding 12-month period; or  
(b) the percentage increase in IPDE’s direct third-party costs of providing the Cloud Service, including mobile network, data, hosting, or infrastructure charges.

8. Term and Renewal

8.1 The Term is as stated in the Subscription Order.

8.2 Unless the Subscription Order states otherwise, the subscription automatically renews for successive periods equal to the Term on IPDE’s then-current rates.

8.3 Either party may prevent renewal by giving at least 30 days’ written notice prior to the end of the then-current Term.

9. Suspension

9.1 IPDE may suspend the Cloud Service immediately where IPDE reasonably believes that:

• payment is overdue;

• there is misuse or unauthorised use of the Cloud Service, SIMs or Cloud Portal;

• continued provision would expose IPDE or its suppliers to material risk (including security or regulatory risk).

9.2 Where suspension results from the Subscriber’s breach or non-payment, IPDE may charge reasonable reactivation/administration fees (if applicable) and the Subscriber remains liable for charges incurred during any suspension period unless IPDE agrees otherwise in writing.

10. Termination

10.1 Either party may terminate immediately by written notice if the other party:

• commits a material breach and fails to remedy it within 30 days of written notice (if remediable); or

• becomes insolvent, enters administration/liquidation, or ceases (or threatens to cease) business.

10.2 IPDE may terminate immediately by written notice if:

• amounts due remain unpaid 10 Business Days after written notice; or

• there is serious misuse of SIMs/Cloud Service/Cloud Portal or attempted access to Internal Systems.

10.3 On termination or expiry:

• all outstanding sums become immediately due and payable;

• access to the Cloud Service and Cloud Portal will cease;

• the Subscriber must return IPDE-owned SIMs and/or router if requested, within 14 days (at the Subscriber’s cost). If not returned, IPDE may charge replacement and reasonable administration costs.

11. Intellectual Property and Access Rights

11.1 All intellectual property rights in the Cloud Service, Cloud Portal, App and Internal Systems belong to IPDE and/or its licensors.

11.2 IPDE grants the Subscriber a limited, non-exclusive, non-transferable right for Portal Users to access and use the Cloud Portal during the Term solely for the permitted purposes.

11.3 No rights are granted to the Subscriber or any third party in IPDE’s Internal Systems.

12. Data Protection

12.1 Each party shall comply with applicable data protection laws.

12.2 Where IPDE processes personal data on behalf of the Subscriber or End Client in providing the Cloud Service, IPDE acts as a processor and the Subscriber/End Client acts as the controller (as applicable).

12.3 The Subscriber is responsible for ensuring it has a lawful basis to provide Users’ personal data to IPDE for processing via the Cloud Service and for providing appropriate notices to Users.

13. Liability

13.1 Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot lawfully be limited or excluded.

13.2 Subject to clause 13.1, IPDE shall not be liable for any:

• loss of profit, revenue, or business;

• loss of goodwill;

• loss of anticipated savings;

• indirect or consequential loss.

13.3 Subject to clause 13.1, IPDE is not liable for failures or reduced performance caused by:

• mobile network operators, outages, congestion, coverage limitations or changes;

• App store/device/OS compatibility issues;

• third-party systems, wiring, locks, power, internet services, or installation/configuration performed by others;

• inaccurate data entered by the Subscriber/Portal Users.

13.4 Subject to clause 13.1, IPDE’s total aggregate liability arising out of or in connection with the Cloud Service (whether in contract, tort, negligence or otherwise) shall not exceed the subscription fees actually paid by the Subscriber to IPDE in the 12 months preceding the event giving rise to the claim.

14. Confidentiality

14.1 Each party shall keep confidential the other party’s confidential information (including pricing, credentials, and commercial terms) and use it only to perform the contract.

14.2 Disclosure is permitted to personnel/advisers who need to know and are bound by confidentiality, and where required by law or regulator.

15. Force Majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control. If the event continues for 2 months, either party may terminate on 5 Business Days’ written notice.

16. Notices

16.1 Notices must be in writing and sent to the recipient’s registered office or principal place of business (or such other address notified in writing). Notices may be sent by email where an email address has been used for contractual communications.

16.2 Notices are deemed received:

• if delivered personally: when left at the correct address;

• if sent by next Business Day courier: at 9.00am on the next Business Day after dispatch;

• if sent by email: at 9.00am on the next Business Day after sending (provided no bounce-back is received).

17. General

17.1 IPDE may assign or subcontract its obligations. The Subscriber may not assign without IPDE’s written consent.

17.2 Entire agreement: these Terms and the Subscription Order form the entire agreement for the Cloud Service.

17.3 Variations must be in writing and signed by authorised representatives.

17.4 Severance: invalid provisions are modified or removed to the minimum extent; the remainder remains effective.

17.5 No third party rights: no third party may enforce these Terms.

18. Governing Law and Jurisdiction

These Terms and any dispute or claim arising out of or in connection with them shall be governed by the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction.