Terms of Use

INTRODUCTION

Door Cloud is a cloud-based solution for physical access control. Its purpose is to provide control of whether a particular user can enter a particular door. For that to work, Door Cloud connects to each door in the system via a locally installed internet device which controls the electric lock.

Door Cloud online service (here also the Online Service or the Cloud Service), Door Cloud smartphone app (here also the App), optional card readers and door controller devices (here also Controllers), together as a whole provide the complete, end-to-end physical security solution (here also the Solution, or the System).

Door Cloud online service is run at www.doorcloud.com by Spica International d.o.o., Ljubljana, Slovenia (here also Spica). The doorcloud.com domain name, the web site and web application software, the smartphone app and the controller’s design are all owned by Spica.

Contact information:

Spica International d.o.o.
Pot k sejmiscu 33
1231 Ljubljana
Slovenia EU
Tel. +386 156-808-00
Email: [email protected]
www.spica.com

IMPORTANT NOTE

Door Cloud may be procured by End-users in two distinct ways:

A) Directly

Door Cloud is provided as subscription-based online service directly to its users under a written purchase order and under individually negotiated terms and conditions from Spica including such as fees, payments, guarantees, and refunds.

B) Through Partners

Door Cloud may be also available to its users through third parties authorised by Spica (Door Cloud Partners, here also Partners). In those cases, the service is provided under the Partner’s own terms of use which may vary from this Terms of Use. If you are procuring Door Cloud from the third party and not directly from Spica, please refer to their terms and conditions.

In either case, the General Terms of Use bellow apply as the default unless they have been explicitly overridden by the individual terms and conditions (above A) or by the Partner’s terms and conditions (above B). Whenever in contradiction, the General Terms of Use clause will get overridden by the particular Terms of Use clause, with one exception which always remains in effect: Use Through Partners, End-user Protection, see below.

GENERAL TERMS OF USE

SPICA is reserving the right to amend or change the Terms of Use without prior notice. SPICA will, however, take reasonable steps to inform users about any such change and provide the easy-exit procedure in case of users wishing to terminate the agreement and leave the service at any time, for any reason.

SPICA is not responsible for the Cloud Service unavailability, data errors, inaccuracies or for any consequential damage caused by the use, or inability to use the Cloud Service. In no case other than those regulated by the law, will the liability for damages exceed the sum of the subscription paid for the previous 6 months, the net value received, exclusive of taxes.

The Cloud Service may include integrations with web services made available by third parties (other than SPICA or its affiliates) that are accessed through the Cloud Service and subject to terms and conditions with those third parties. These third party’s web services are not part of the Cloud Service and the agreement does not apply to them.

Use Through Partners, End-User Protection

Spica does not engage in End-user vs. Partner disputes and will remain neutral in any such case. However, Spica will do its best to ensure the continuity of the service for the End-user and protect the End-user against Partner lock-up.

If such a dispute occurs resulting in major disruption or termination of the service, and if requested by the End-user organization, Spica will provide emergency remote support directly. Such emergency support is limited to mission-critical operations and to a maximum of 60 days. During that time, Spica will do its best to resolve the emergency as soon as possible by transferring the End-user to the alternative Partner. If such an arrangement is not available or not acceptable, Spica will offer direct remote support long-term.

PERSONAL DATA AND PRIVACY

Door Cloud collects personal information from its users and as a service, allows users to collect personal information of other users. According to EU regulation regarding personal data (GDPR), SPICA is the processor (or sub-processor)* of the personal data managed by Door Cloud and the User is deemed the controller. Data Processing Agreement (DPA), as required by the GDPR is available here.

SPICA is committed to fulfilling any request made by the users stemming from the provisions of personal data protection legislation, upon the user’s reasonable request. SPICA may charge the user reasonable costs of fulfilling such requests.

SPICA may create analyses utilizing, in part, information derived from the user’s use of the Cloud service. Analyses will anonymize and aggregate information and will be treated as confidential information. Examples of how analyses may be used include: optimizing resources and support; research and development; automated processes that enable continuous improvement, performance optimization and development of new SPICA products and services; verification of security and data integrity; internal demand planning; and data products such as industry trends and developments, indices and anonymous benchmarking.

*) SPICA is the sub-processor in case B above, see INTRODUCTION. GDPR does not require sub-processors to provide DPA to users. In the case B above, SPICA (as sub-processor) is in a contractual relationship with Door Cloud Partner (a processor) which is in contractual relation with end-users and thus required to provide end-users with DPA.

DATA SECURITY AND SAFETY

SPICA is ISO27001 certified and takes all reasonable measures to protect the information kept by Door Cloud from unauthorized use and to prevent unauthorized access to Door Cloud and its data. Door Cloud allows its administrative users (admins) to store, process and manage the personal information of other users such as employees, temporarily hired workforce, subcontractors and other contributors of their access control information. User’s admins are responsible for protecting the privacy of the personal data they collect and manage with the Cloud Service.

SPICA follows best business practices for protecting user data such as secure communication, data encryption, user identification and authorization, rights management, safe storage, and redundancy. All the user information is stored on servers in a secure operating environment. Door Cloud server software runs in a multi-tenant environment using logical tenant isolation in Microsoft Azure infrastructure.

Although SPICA has taken all reasonable measures to minimize the risks of data loss, including the regular data backup, SPICA takes no responsibility for eventual data recovery failure or data loss in general. To help preserving the data in case of corruption, loss or the Service cancellation SPICA allows unhindered export of data during the time of active subscription.

SPICA is committed to promptly inform the users about all security, privacy, and data safety incidents.
The user is responsible for its data and entering it into the Cloud Service. User grants SPICA a nonexclusive right to process such data solely to provide and support the Cloud Service.

At the end of the agreement, SPICA will delete the user’s data remaining on servers hosting the Cloud Service unless applicable law requires retention.

SUBSCRIPTION TERMS

The Cloud Service is paid by monthly or annual subscription. The subscription is billed at the beginning of the subscription period. Subscription is billed automatically according to the particular subscription agreement.

With respect to the Cloud Service, the user will not:

(a) disassemble, decompile, reverse-engineer, copy, translate or make derivative works, except to the extent such rights cannot be validly waived by law,

(b) disrupt its operation or circumvent or diminish its security.

TECHNICAL SUPPORT

Spica provides technical support to the End-users online unsing built-in chat-based support platform Intercom.com. The requests are normally responded within the same or next business day. Business hours are 8:00 to 16:00 each day from Monday to Friday, except on officially declared bank holidays in Slovenia.

Technical support is provided on the “best-effort” basis and there are no guarantees regarding the response time, quantity, quality, performance or the outcome of the support.

WARRANTIES

SPICA warrants that during the subscription term:

a) this agreement, and any documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of user’s data,
b) SPICA will not materially decrease the overall security of the Cloud Service,
c) the Cloud Service will perform materially in accordance with the applicable documentation,
d) registered intellectual property rights of 3rd parties will not be breached.

For any breach of a warranty above, the user’s exclusive remedy is termination.

SPICA shall not be held liable for any loss, including loss of profits, indirect or incidental loss, loss of data, non- function of the Cloud Service or its functionalities if:

loss is not reproducible or not imputable to SPICA or in cases where the Cloud Service is not used in compliance with this Agreement;
user has failed to properly perform its duty to collaborate or failure to take the advice of SPICA;
if the loss is caused as a consequence of the force majeure.

SPICA’s total liability for any damages or claims under this agreement is limited to the net value of the subscription fees paid in the last 6 months, except when such limitation is prohibited by law.

NON-PAYMENT

Payment terms are 8 days from the date of the invoice. If Door Cloud subscription is not paid one month after becoming due, Door Cloud service will still run but the user will be blocked from changing any settings and from having access to reports.

If Door Cloud subscription is not paid 6 months after becoming due, Spica reserves the right to discontinue the service in its entirety.

TAX NOTES

All the fees are exclusive of all taxes, levies, or duties imposed by taxing authorities. Customers outside the EU are responsible for payment of all such taxes, levies, or duties. Customers within the EU are treated according to EU tax regulation, as follows:

Business customers from the EU are not charged Slovenian VAT but are required to submit their EU VAT registration number.
Non-business customers from the EU are charged an additional 22% of Slovenian VAT.
All business and non-business customers from Slovenia are charged an additional 22% of Slovenian VAT.

GOVERNING LAW

The Agreement and any claims relating to its subject matter will be governed by and construed under the laws of Slovenia, without reference to its conflicts of law principles. All disputes will be subject to the exclusive jurisdiction of the courts located in Ljubljana. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (where enacted) will not apply to the Agreement.

Either party must initiate a cause of action for any claim(s) relating to this agreement and its subject matter within one year from the date when the party knew, or should have known after reasonable investigation, of the facts giving rise to the claim(s).

VALIDITY

Valid from: 1.3.2020
This version supersedes all previous versions.