GENERAL TERMS AND CONDITIONS FOR MYSMARTCONTROL AND UNII ONLINE – RESELLER
These general terms and conditions shall apply on the mySmartControl and UNii Online services (hereinafter ‘Services’) provided by Alphatronics BV (hereinafter ‘Alphatronics’) to the distributor or installer of Alphatronics alarm panels (Alphavision ML/XL and UNii) who have entered into an agreement with Alphatronics, hereinafter referred to as ‘Reseller’. By accepting this general terms and conditions the Reseller certifies that the Reseller has read, understood and accepted the terms set out in this document that governs the Installer’s use of the Services.
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License
1.1 Alphatronics grants the Reseller the right to access the Service through a domain address or otherwise as specified by Alphatronics. The Installer shall be responsible for communications between the Installer and the Alphatronics alarm panels (Alphavision ML/XL or UNii).
2.2 The contents of the Service are set out in Annex A.
2.3 Alphatronics reserves the right to edit or remove any material submitted to the Services, or stored on Alphatronics servers, or hosted or published upon this Service.
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Resellers use of the Services
2.1 The Reseller has a non-exclusive right to use the Service only within the Reseller and only for the end users being the customers of the Installer who have been registered to the Services. The right of use is restricted up to the maximum number of end users that the Installer has purchased a right to. Alphatronics has no obligations or liabilities against the end user. The Installer is the contractual party to its customers and the Installer is responsible for the end users use of the Service.
2.2 The Reseller may not duplicate or copy any images, name and branding of the Service. The Reseller shall not use the Service to transmit or send unsolicited commercial communications or for any purposes related to marketing without the express written consent of Alphatronics.
2.3 The Reseller shall not use the Service in any way that causes, or may cause, damage to the Service or impairment of the availability or accessibility of the Service; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
2.4 The Reseller is required to follow the any written instructions provided by Alphatronics for use of the Service. Alphatronics may change instructions. The Reseller shall be responsible for the user content and shall ensure that the user content is free of viruses or other harmful software or codes and shall ensure that the user content cannot, in any other way, harm or adversely affect Alphatronics’s system or the Service.
2.5 The Reseller shall ensure that log-in information, security procedures, and other information provided by Alphatronics for access to the Service, is treated as confidential information. The Reseller shall immediately inform Alphatronics in the event that any unauthorized person has obtained knowledge of information pursuant to this clause.
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No warranties
3.1 The Service is provided “as is”, without any representations or warranties, expressed or implied. Alphatronics makes no representations or warranties in relation to the Service or the information and materials provided on the Service.
3.2 Alphatronics does not warrant that the Service will be constantly available or the information on the Service is complete, true, accurate or non-misleading.
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Modifications to the Services
4.1 Alphatronics may, without prior notification to the Reseller, make changes to the Service.
4.2 The Reseller may in the event of a material change to the Services, at the latest when such change enters into force, terminate the Service with effect from the date the material change enters into force.
4.3 Alphatronics may revise these general terms and conditions and the applicable prices for the Services from time-to-time. Revised terms and conditions and the revised prices will apply to the use of the Service 30 days after Alphatronics notifying the Reseller to this effect. Reseller may, at the latest when the change enters into force, terminate the Service with effect from the date the change enters into force.
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Alphatronics right to limit access to the Services
5.1 In case that the use of the Services by the Reseller of the end user entails harm or risk of harm to Alphatronics, Alphatronics is entitled to cut off or limit access to the Service.
5.2 Alphatronics may take measures that affect the accessibility of the Service if this is required for technical, maintenance, operational or security reasons. Alphatronics shall take such measure promptly, and in such a way as to limit disturbances. Alphatronics undertakes to inform the Reseller on the Alphatronics website within a reasonable period of time ahead of such measure.
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Service fee
6.1 The Reseller shall pay the compensation as of the day the Reseller has access of the Service. Service fee shall be invoiced in advance on a monthly or annual basis. Payments shall be made within 30 days from the date of invoice.
6.2 The fees are exclusive of VAT, other taxes and duties, and charges.
6.3 Alphatronics may revise the prices on a monthly basis.
6.4 If the Reseller is late in making payment and Alphatronics has requested in writing that the Reseller shall pay the amount due, Alphatronics may, five (5) days after a written request to the Reseller with reference to this clause, withhold further provision of the Service until the Reseller has paid all amounts due and outstanding.
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Intellectual Property Rights
7.1 Alphatronics and/or Alphatronics’s license provider are the owner of all rights including intellectual property rights to the Service and the programs it includes.
7.2 Alphatronics undertakes to defend, at its own expense, the Reseller against any claims or actions regarding infringement of a third party’s rights due to the Resellers use of the Service. The obligation by Alphatronics only applies if the Reseller has notified Alphatronics in writing of a claim or action within a reasonable time and Alphatronics has sole control over the defense against such action and the sole right to negotiate any agreement or settlement. Over and above what is stated in this clause, Alphatronics has no liability to the Reseller as a result of infringement of a third party’s intellectual property rights.
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End user content
8.1 the Reseller is responsible and liable for the user content, and has all rights to the user content.
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GDPR
9.1 When processing personal data within the scope of the Service, the Reseller is the data controller and Alphatronics is the data processor. As data controller it is the Resellers responsibility that personal data is processed in accordance with applicable GDPR legislation. Alphatronics undertakes that it will only process personal data in accordance with these general terms and conditions and the Resellers written instructions. Where the requested action does not follow from these general terms and conditions, Alphatronics shall be remunerated for following the Resellers written instructions. Alphatronics shall implement the agreed technical and organizational measures to protect the personal data. Alphatronics shall immediately notify the Reseller upon discovering any completed or attempted unauthorized access to, destruction of or amendment to the Resellers personal data.
9.2 When using a subcontractor who processes personal data (a “sub processor”), Alphatronics, as the Resellers representative, shall sign an agreement with the sub processor, according to which the sub processor, as data processor, undertakes towards the Reseller to comply with the provisions of this clause
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Confidentiality
10.1 During the term of the Services and for a period of three years thereafter, each party undertakes not to disclose information to any third party regarding the other party’s activities which may be deemed business or professional secrets without the other party’s consent. The confidentiality obligation does not include such information which a party can prove has come to its knowledge in any other way than via the Service, or which is in the public domain. Nor does the confidentiality obligation apply when a party is statutorily required to disclose the information.
10.2 A party shall ensure that confidentiality as set forth above is observed by obtaining confidentiality under- standings from personnel, or other appropriate measures.
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Indemnification and liability
11.1 Reseller hereby indemnifies Alphatronics and undertake to keep Alphatronics indemnified against any losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by Alphatronics to a third party in settlement of a claim or dispute on the advice of Alphatronics’s legal advisers) incurred or suffered by Alphatronics arising out of any breach by Reseller or end user of any provision of these terms and conditions, or arising out of any claim that Reseller or end user have breached any provision of these terms and conditions.
11.2 In the event of a major fault occurring in the Service for which Alphatronics is responsible, Alphatronics shall rectify the fault with such promptness as the circumstances require, if such is possible. A major fault is any fault which lasts for more than 24 hours and is of major influence for the Resellers use of the Service.
11.3 Where the Reseller is unable to use the Service to a significant extent as a result of a major fault in the Service which has been caused by Alphatronics, the Reseller is entitled, for the period from when the fault was reported and while it has not been rectified, to receive a reasonable reduction of the fee for the Service.
11.4 If a major fault Alphatronics is responsible for under this clause has not been rectified with such promptness as the circumstances require and Alphatronics has been negligent Alphatronics is liable in damages subject to the limitations set forth in these general terms and conditions. Except as stated in this clause the Reseller is not entitled to any other compensation than correction of a fault, if possible. Should a liability to pay damages arise, a party’s liability to pay damages per calendar year is limited to a total sum equal to 15% of the annual fee for the Service in question that is paid to Alphatronics by the Reseller. A party is not liable in any event for loss of profit or other indirect damage or loss, including any liability of the other party to compensate a third party. Alphatronics is not liable for any loss of data. The limitation of liability in this does not apply in the event of personal injury, liability in accordance with clause 11 or in the event of intent or gross negligence.
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Force Majeure
12.1 Alphatronics shall be entitled to forthwith suspend performance of its obligations under the contract to the extent that such performance is impeded or made unreasonably onerous by any of the following circumstances: industrial disputes and any other circumstance beyond the control of Alphatronics such as fire, war, extensive military mobilization, insurrection, requisition, seizure, embargo, restrictions in the use of power and defects or delays in deliveries by sub-contractors caused by any such circumstance referred to in this clause.
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Termination
13.1 Each party is entitled to terminate the Services: a) if the other party materially breaches its obligations under these general terms and conditions and such party has not rectified the breach within 30 days after written request has been sent to the other party with reference to this clause, or b) if the counterparty is placed in bankruptcy, enters into negotiations regarding a settlement, or is subject to a financial reconstruction, or is otherwise insolvent.
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Severability
14.1 If a provision of these general terms and conditions is determined by any court or other competent authority to be unlawful or unenforceable, the other provisions will continue in effect. If any unlawful or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.
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Applicable law
15.1 These general terms and conditions are governed by Dutch law, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
15.2 Any dispute, controversy or claim arising out of or in connection with the contract, or the breach, termination or invalidity thereof, shall be finally settled by the Dutch Court.
GENERAL TERMS AND CONDITIONS FOR MYSMARTCONTROL AND UNII ONLINE – END USER
These general terms and conditions shall apply on the mySmartControl and UNii Online services (hereinafter ‘Services’) provided by Alphatronics BV (hereinafter ‘Alphatronics’) to the end user of Alphatronics alarm panels (Alphavision ML/XL and UNii) who have entered into an agreement with Alphatronics, hereinafter referred to as ‘End user’. By accepting this general terms and conditions the End user certifies that the End user has read, understood and accepted the terms set out in this document that governs the Installer’s use of the Services.
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License
1.1 Alphatronics grants the End user the right to access the Service through a domain address or otherwise as specified by Alphatronics. The End user acknowledges that the installer, which is the supplier of the Alphatronics alarm panels to the End user (hereinafter ‘Installer’), shall be responsible for communications between the Installer and the Alphatronics alarm panels (Alphavision ML/XL or UNii).
2.2 The contents of the Service are set out in Annex A.
2.3 Alphatronics reserves the right to edit or remove any material submitted to the Services, or stored on Alphatronics servers, or hosted or published upon this Service.
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End users use of the Services
2.1 The End user has a non-exclusive right to use the Service only for the end users being the customers of the Installer who have been registered to the Services. The right of use is restricted up to the maximum number of end users that the Installer has purchased a right to. Alphatronics has no obligations or liabilities against the end user. The Installer is the contractual party to its customers (including the End user) and the Installer is responsible for the End users use of the Service.
2.2 The End user may not duplicate or copy any images, name and branding of the Service. The End user shall not use the Service to transmit or send unsolicited commercial communications or for any purposes related to marketing without the express written consent of Alphatronics.
2.3 The End user shall not use the Service in any way that causes, or may cause, damage to the Service or impairment of the availability or accessibility of the Service; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
2.4 The End user is required to follow the any written instructions provided by Alphatronics for use of the Service. Alphatronics may change instructions. The End user shall be responsible for the user content and shall ensure that the user content is free of viruses or other harmful software or codes and shall ensure that the user content cannot, in any other way, harm or adversely affect Alphatronics’s system or the Service.
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No warranties
3.1 The Service is provided “as is”, without any representations or warranties, expressed or implied. Alphatronics makes no representations or warranties in relation to the Service or the information and materials provided on the Service.
3.2 Alphatronics does not warrant that the Service will be constantly available or the information on the Service is complete, true, accurate or non-misleading.
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Modifications to the Services
4.1 Alphatronics may, without prior notification to the End user, make changes to the Service.
4.2 The End user may in the event of a material change to the Services, at the latest when such change enters into force, terminate the Service with effect from the date the material change enters into force.
4.3 Alphatronics may revise these general terms and conditions and the applicable prices for the Services from time-to-time. Revised terms and conditions and the revised prices will apply to the use of the Service 30 days after Alphatronics notifying the End user to this effect. End user may, at the latest when the change enters into force, terminate the Service with effect from the date the change enters into force.
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Alphatronics right to limit access to the Services
5.1 In case that the use of the Services by the End user of the end user entails harm or risk of harm to Alphatronics, Alphatronics is entitled to cut off or limit access to the Service.
5.2 Alphatronics may take measures that affect the accessibility of the Service if this is required for technical, maintenance, operational or security reasons. Alphatronics shall take such measure promptly, and in such a way as to limit disturbances. Alphatronics undertakes to inform the End user on the Alphatronics website within a reasonable period of time ahead of such measure.
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Service fee
6.1 The End user shall pay the compensation as of the day the End user has access of the Service. Service fee shall be invoiced, directly or via the Installer or distributor, in advance on a monthly or annual basis. Payments shall be made within 30 days from the date of invoice.
6.2 The fees are exclusive of VAT, other taxes and duties, and charges.
6.3 Alphatronics may revise the prices on a monthly basis.
6.4 If the End user is late in making payment and Alphatronics has requested in writing that the End user shall pay the amount due, Alphatronics may, five (5) days after a written request to the End user with reference to this clause, withhold further provision of the Service until the End user has paid all amounts due and outstanding.
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Intellectual Property Rights
7.1 Alphatronics and/or Alphatronics’s license provider are the owner of all rights including intellectual property rights to the Service and the programs it includes.
7.2 Alphatronics undertakes to defend, at its own expense, the End user against any claims or actions regarding infringement of a third party’s rights due to the End users use of the Service. The obligation by Alphatronics only applies if the End user has notified Alphatronics in writing of a claim or action within a reasonable time and Alphatronics has sole control over the defense against such action and the sole right to negotiate any agreement or settlement. Over and above what is stated in this clause, Alphatronics has no liability to the End user as a result of infringement of a third party’s intellectual property rights.
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End user content
8.1 the Installer is responsible and liable for the user content, and has all rights to the user content.
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GDPR
9.1 When processing personal data within the scope of the Service, the Installer is the data controller and Alphatronics is the data processor. As data controller it is the Installer responsibility that personal data is processed in accordance with applicable GdpR legislation. Alphatronics undertakes that it will only process personal data in accordance with these general terms and conditions and the Installers written instructions. Where the requested action does not follow from these general terms and conditions, Alphatronics shall be remunerated for following the Installers written instructions. Alphatronics shall implement the agreed technical and organizational measures to protect the personal data. Alphatronics shall immediately notify the End user upon discovering any completed or attempted unauthorized access to, destruction of or amendment to the End users personal data.
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Indemnification and liability
10.1 End user hereby indemnifies Alphatronics and undertake to keep Alphatronics indemnified against any losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by Alphatronics to a third party in settlement of a claim or dispute on the advice of Alphatronics’s legal advisers) incurred or suffered by Alphatronics arising out of any breach by End user or the Installer of any provision of these terms and conditions, or arising out of any claim that End user have breached any provision of these terms and conditions.
10.2 In the event of a major fault occurring in the Service for which Alphatronics is responsible, Alphatronics shall rectify the fault with such promptness as the circumstances require, if such is possible. A major fault is any fault which lasts for more than 24 hours and is of major influence for the End user use of the Service.
10.3 Where the End user is unable to use the Service to a significant extent as a result of a major fault in the Service which has been caused by Alphatronics, the End user is entitled, for the period from when the fault was reported and while it has not been rectified, to receive a reasonable reduction of the fee for the Service.
10.4 If a major fault Alphatronics is responsible for under this clause has not been rectified with such promptness as the circumstances require and Alphatronics has been negligent Alphatronics is liable in damages subject to the limitations set forth in these general terms and conditions. Except as stated in this clause the End user is not entitled to any other compensation than correction of a fault, if possible. Should a liability to pay damages arise, a party’s liability to pay damages per calendar year is limited to a total sum equal to 15% of the annual fee for the Service in question that is paid to Alphatronics by the End user. A party is not liable in any event for loss of profit or other indirect damage or loss, including any liability of the other party to compensate a third party. Alphatronics is not liable for any loss of data. The limitation of liability in this does not apply in the event of personal injury, liability in accordance with clause 10 or in the event of intent or gross negligence.
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Force Majeure
11.1 Alphatronics shall be entitled to forthwith suspend performance of its obligations under the contract to the extent that such performance is impeded or made unreasonably onerous by any of the following circumstances: industrial disputes and any other circumstance beyond the control of Alphatronics such as fire, war, extensive military mobilization, insurrection, requisition, seizure, embargo, restrictions in the use of power and defects or delays in deliveries by sub-contractors caused by any such circumstance referred to in this clause.
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Termination
12.1 Each party is entitled to terminate the Services: a) if the other party materially breaches its obligations under these general terms and conditions and such party has not rectified the breach within 30 days after written request has been sent to the other party with reference to this clause, or b) if the counterparty is placed in bankruptcy, enters into negotiations regarding a settlement, or is subject to a financial reconstruction, or is otherwise insolvent.
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Severability
13.1 If a provision of these general terms and conditions is determined by any court or other competent authority to be unlawful or unenforceable, the other provisions will continue in effect. If any unlawful or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.
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Applicable law
14.1 These general terms and conditions are governed by Dutch law, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
14.2 Any dispute, controversy or claim arising out of or in connection with the contract, or the breach, termination or invalidity thereof, shall be finally settled by the Dutch Court.
ANNEX A
Contents of service
mySmartControl app
Smartphone app to operate an alarm panel. Typical functions: arm/disarm, bypass zones, check logbook and chat function.
mySmartControl portal
End user: manage the mySmartControl users and change the subscription
Installer: manage the connected customers and their subscription. Check the logbook of the connected panels.
UNii online
Cloud service to manage the connected alarm panels. Connected panels can be viewed (logging) and settings can be changed. Change the role of users (End user, Installer and distributor) which can use the UNii online cloud service.
Manage backups of the connected panels