Terms and Conditions Contentful

ENTRYPAY S.A.P.I. DE C.V.

Last updated

May 15th, 2024

SERVICE PROVISION AND USE LICENSE AGREEMENT FOR THE ENTRYPAY SYSTEM (HEREINAFTER THE “AGREEMENT”) ENTERED INTO BY AND BETWEEN THE CLIENT AND ENTRYPAY S.A.P.I. DE C.V., TOGETHER THE PARTIES, WHO AGREE TO THE FOLLOWING CLAUSES:

•FIRST. Description of the Services.

Through this Agreement, the Provider undertakes to provide the CLIENT, individually or jointly, with the highest standards of quality and professionalism, using its own and sufficient human, technical, and material resources, the following services (hereinafter the “Services”):

a) Provision of IT services consisting of the use of a technological platform or software that the Provider makes available to the CLIENT, (hereinafter referred to interchangeably as, “EntryPay”, the “software” or the “system”), which aims to validate compliance with recurring property payments, to grant the necessary automatic opening permissions in an access control system, as well as the management of common areas, occasional payments, visitor control, employee attendance control, and security guard patrols (applicable to the contracted EntryPay version).

b) The Provider will make the software or technological platform available to the CLIENT and will identify the CLIENT through the registration carried out by the CLIENT and through the account assigned to the CLIENT by the Provider.

c) The Provider will also provide technical assistance through the help desk and the regional EntryPay CLIENT service executive assigned to the CLIENT, with the aim that the CLIENT can navigate and obtain the correct and best use and operation of the platform or software, within the CLIENT service hours established by the Provider.

d) The Provider will determine the terms and conditions regarding all Services at all times.

•SECOND. Obligations of the Parties.

System Implementation: EntryPay is a platform that contains an online use software system. For access, the CLIENT must have an electronic device, whether a computer, a tablet, or any other means, which must have an internet connection and a web browser.

Information Delivery: To obtain the best use of the platform or software, the CLIENT undertakes to deliver or download certain data and information onto the platform. The information that must be provided or downloaded onto the platform includes the following data: (i) identification data of the personnel working at the condominium, building, or unit; (ii) identification and personal data of the owners, co-owners, tenants, or others as the case may be, including, among others, the name(s); surnames; phone number; cell phone number; email; record of expenses or payment for the current month's maintenance, record of billing status, and record of previous or actual delinquency, among others. The processing of personal data will be subject to the provisions of the Provider's Privacy Notice, and the CLIENT guarantees at all times that it has authorization for the processing of personal data provided to the Provider, committing to hold the Provider harmless from any claim, damage, or penalty for the processing of personal data.

Entering information into the system: The CLIENT will be responsible for uploading the information to the EntryPay system database, which will be achieved with the training assigned by the Provider's Business Partner from the moment of sale and who will install the service.

Maintenance, continuous assistance, technical support, and operational management: As part of the Services and to obtain the correct operation of the platform, the Provider undertakes to have a constant work team to perform all types of maintenance, updates, or software repairs as required. The Provider will carry out the aforementioned at its own responsibility and cost, operating with the highest professional standards in the sector. Any type of maintenance, update, or repair of the software as required will be previously notified to the CLIENT at least five business days in advance. Once the system is under maintenance or repair, it may be disabled for a couple of hours to a maximum of one business day.

Incidents: In the event of operational incidents that could occur and affect the normal and correct operation of the System, the Provider reserves the right to disable the platform for a couple of hours to a maximum of one day to carry out the necessary repairs. These eventualities or problems could be identified either by the Provider or the CLIENT.

In this scenario, the Provider undertakes to restore the system as soon as possible. However, any lost or incomplete information will be the responsibility of the CLIENT to re-register on the platform. For more information and to resolve any doubts, the CLIENT can report any incident to the email soporte@entrypay.net or call the following phone number: +52 (55) 2177-3508.

Force Majeure: In the event of incidents arising from external factors that could affect the service provided by the Provider, such as natural disasters, power outages in the CLIENT's locality, internet connection failures, or other minor failures, the Provider will have no obligation to possess or implement contingency plans to ensure service continuity.

•THIRD. Price and Payment.

EntryPay has a base price per monthly license for a minimum of 50 users in all its versions, with a minimum annual contract period, which can be increased in the number of licenses during the mandatory contract period by paying the proportional part of the remaining time.

The plans that the CLIENT can contract have 50 user licenses and are as follows:

Plan Initial: The Initial version has X functions, which are: access control with fingerprint and facial recognition (provided by the operating system of the smartphone where the APP compatible with IOS and Android is installed), recurring payment module, a chat for messages, API integration, and reports. This version has a monthly cost of $1,050 Mexican pesos plus VAT, and the price per additional user is $21 plus VAT.

Plan Convenient: The Convenient version includes the functions of the Initial Plan, plus a panic button, parental control, visitor control, event payments, income and expense control, affiliated merchants module, attendance control, and security guard patrol control. This version has a monthly cost of $1,700 Mexican pesos plus VAT, and the price per additional user is $34 plus VAT.

During the first 3 months of the contract, payment will be made quarterly in advance, as the company will provide the CLIENT with the necessary electronic devices (Bridge EntryPay) for its operation under a loan modality, thus avoiding the appearance of financial costs that would increase the CLIENT's investment.

The payment for the following months of the contract can be made by the CLIENT on a monthly, quarterly, or semi-annual basis.

For the annual renewal of licenses, the CLIENT will be offered 4 payment options: monthly, quarterly, semi-annual, and annual. The monthly payment will offer a 5% discount, the semi-annual payment a 10% discount, and the annual payment a 15% discount.

The price of the plans is cumulative and subject to annual inflation adjustment. The plans will be calculated by the number of licenses and type of EntryPay plan. The contracted Services will be invoiced, charged, and must be paid monthly during the first 15 (fifteen) days of each month, except for the first payment, which will be made on the day this Agreement is signed.

The first quarterly payment must be made by nominative check or interbank transfer in the name of the Business Partner who attended the CLIENT, who will provide the CLIENT with the bank account details where the service payment must be deposited.

Subsequent payments must be made by interbank transfer in the name of EntryPay, S.A.P.I. de C.V. to the bank BANORTE, account No. 1200521922, CLABE interbank No. 072540012005219220 or through the payment gateways of the EntryPay platform.

Once the corresponding payment has been made, the Business Partner or the Provider must issue the invoice to the CLIENT within the next 15 business days.

Installation, training, and implementation costs must be agreed upon and paid directly with the Business Partner who closed the purchase.

•FOURTH. Installation and Commissioning.

Once the CLIENT contracts the EntryPay service, installation and commissioning will be carried out as indicated in clause four of the “Service Provision Agreement EntryPay S.A.P.I. de C.V.”

•FIFTH. Collaboration Agreements.

The Parties agree that the Provider may enter into collaboration agreements with other platforms, without prior and written authorization from the CLIENT.

•SIXTH. Software License.

By virtue of this Agreement, the Provider grants the CLIENT, and the CLIENT accepts, a temporary license for the use of the software program described in clause one of this Agreement. The use of the platform or System is intended to support and obtain greater control over property access control. This license is granted to the CLIENT on a non-exclusive basis, so the CLIENT cannot grant further licenses or sublicenses of the software program.

The CLIENT is solely responsible for the use of the platform, as well as the truthfulness, accuracy, and legality of the information provided by the CLIENT. As a result, the CLIENT acknowledges and agrees to hold the Provider harmless from any damage, claims, penalties, or proceedings initiated due to the improper use of the platform.

•SEVENTH. Intellectual Property.

a) The CLIENT acknowledges and agrees that it does not have and will not acquire any rights regarding the intellectual property rights owned by the Provider. Except as authorized by the Provider, the CLIENT will have no right to use any of the intellectual property rights of the Provider.

The CLIENT undertakes not to apply for or attempt to register the Provider's trademarks and/or names or any similar ones that could cause confusion in any part of the world. Similarly, the CLIENT undertakes not to assist any third party directly or indirectly for such purposes. Furthermore, the CLIENT undertakes not to attempt or assist third parties to directly or indirectly challenge the validity of the Provider's intellectual property rights. The CLIENT accepts and acknowledges that any development, invention, name, copyright, designs, images, visualizations of the EntryPay platform or System, or any other intellectual property right generated or created due to the fulfillment of its obligations under this Agreement will be the exclusive property of the Provider. The CLIENT acknowledges and agrees that it will not acquire any ownership rights regarding the software program licensed by the Provider.

•EIGHTH. Use of Information and Privacy:

The CLIENT guarantees that the Personal Data provided to the Provider for the fulfillment of this Agreement was obtained legally and that the CLIENT has the corresponding consent to process such personal data. The Provider will maintain strict confidentiality regarding the personal data provided or accessed through the platform for the provision of the Services established in this Agreement. The Provider will not be responsible for the improper use of the platform by the CLIENT and for its negligence or willful misconduct that causes a breach of the databases, in which case the CLIENT must be responsible for the damages and losses caused. The parties will have the rights and obligations established in their respective Privacy Notice regarding any personal data exchanged between them.

The Provider must, in relation to personal data (hereinafter “Personal Data”) processed under this Agreement: (a) process Personal Data in accordance with the Federal Law on Protection of Personal Data Held by Private Parties and, where applicable, any other data protection legislation; (b) process Personal Data solely to fulfill its obligations under this Agreement; (c) not disclose Personal Data or allow access to any third party; (d) when acting as a data controller, provide the Privacy Notice to the data subjects and notify such Privacy Notice to third parties to whom Personal Data is transferred, obtaining consent for any processing and transfer, or third-party processors to whom Personal Data is transmitted with the CLIENT's authorization, in accordance with applicable legislation; (e) maintain sufficient technical and organizational security measures to comply with the obligations imposed by the Data Protection Law and, if applicable, other data protection legislation; and (f) when acting as a processor for the CLIENT, with respect to the Personal Data of workers, owners, co-owners, tenants, or others as applicable, the Provider must use Personal Data in accordance with the detailed instructions provided by the CLIENT and must maintain such Personal Data in independent databases. The Provider will be obligated to notify the CLIENT immediately of any possible security breach of Personal Data caused by the Provider.

•NINTH. Duration and Termination:

This Agreement will have an indefinite duration and may be terminated by the Parties in accordance with the provisions of clause ten of the “Service Provision Agreement EntryPay S.A.P.I. de C.V.” Similarly, the CLIENT, in case of terminating this Agreement, may download a backup of all the information registered in the System. In such case, the CLIENT exempts and releases the Provider from any liability for the disclosure, negligence, and/or misuse of the information that the CLIENT may make with any confidential data contained in the backup downloaded from the Provider's System.

•TENTH. Labor Relations.

It is established that the workers required by the Provider to carry out the work under this Agreement will be exclusively linked to the Provider through an employment relationship, without any liability arising from this relationship on the part of the CLIENT. Likewise, the Provider undertakes to cover their wages, taxes, social security contributions, housing contributions, retirement savings contributions, and any other obligations arising from their employment relationship, holding the CLIENT harmless from any individual or collective labor disputes. At the CLIENT's request, the Provider will be obligated to provide all necessary information to demonstrate compliance with its labor obligations.

•ELEVENTH. Property Information.

The System information is the exclusive property of the property managed on the EntryPay platform, so in the event of termination of the employment relationship between the property and its manager, it may be transferred without the manager's consent to the person designated as the new manager or the designated administration committee of the property, as deemed appropriate.

•TWELFTH. Electronic Payment.

The EntryPay platform functions to manage recurring payments, allowing interaction with the access control of a property, validating that the payment is up to date to grant the necessary automatic opening permissions, which works through the transmission of encrypted messages via Bluetooth between the APP and the EntryPay bridges installed on the property to allow entry or exit once the user has been authenticated using their PIN, fingerprint, or facial recognition on their smartphone. This clause includes the execution of acts, contracts, or agreements related to these activities for the effective fulfillment of the services related to this clause, including the collection of maintenance fees for properties or any other charge or payment effectively received, to be delivered by the Provider to the CLIENT in the account provided by the CLIENT to the Provider. The CLIENT authorizes the Provider to contract or subcontract the payment validation services in this clause as required with other companies of recognized prestige and capability to maintain the committed service levels, which can carry them out. Consequently, the CLIENT transfers to the Provider and the Provider accepts all responsibility acquired with third parties (e.g., penalty for early termination, equipment uninstallation costs, etc.), which directly derive from the contracts or subcontracts that the Provider must enter into to provide the specific services to the CLIENT under this Agreement. The CLIENT will grant the Provider, if necessary to fulfill the services under this Agreement, the special powers and authorizations required for the Provider to carry out those services provided for in this Agreement, being the Provider responsible for fulfilling the acts entrusted by the CLIENT through such authorizations.

•THIRTEENTH. Modifications.

The CLIENT hereby accepts that the Provider is authorized to unilaterally update this Agreement, which will always be available by email at info@entrypay.net for consultation. In the event that the Provider modifies the Agreement, it will notify the CLIENT through their email registered on the platform, who will be deemed informed and will accept the conditions unless they express their intention to terminate the Agreement.

•FOURTEENTH. Notifications.

All notices required under this Agreement must be made in writing and may be notified to the CLIENT's and Provider's email addresses specified on the cover page of the “Service Provision Agreement EntryPay, S.A.P.I. de C.V.” All notifications to the email on the cover page of the “Service Provision Agreement EntryPay S.A.P.I. de C.V.” will be valid unless one party notifies the other of a change of email address at least 5 business days in advance of the change taking effect.

•FIFTEENTH. Law and Jurisdiction.

Both Parties declare and agree that for all matters related to the interpretation of this Agreement, they voluntarily submit to the laws of Mexico and to the jurisdiction and competence of the Courts of Mexico City, expressly waiving any jurisdiction that may correspond to them by virtue of their present or future domicile.

•SIXTEENTH. Resources.

The CLIENT declares that the resources for fulfilling its payment obligations are and will be of lawful origin. The Provider hereby informs the CLIENT that it has a strict policy of preventing activities with resources of unlawful origin, as well as preventing acts of corruption and that it is of utmost importance for the CLIENT to conduct itself at all times during the contractual relationship with the highest standards of ethics and legality.

•SEVENTEENTH. Assignment.

Neither Party may assign or transfer in any way, in whole or in part, this Agreement or any of the rights or obligations derived from it without the prior express and written authorization of the other Party.

•EIGHTEENTH. Non-Exclusivity.

By its nature, this Agreement does not grant the CLIENT any exclusivity regarding the Services provided by the Provider, so the Provider, in accordance with its own commercial purpose, may freely offer and provide them to third parties.

FIRST. System Description:

The system consists of a cloud-based technological platform called “EntryPay,” which functions to manage recurring payments, allowing interaction with the access control of a property, validating that the payment is up to date to grant the necessary automatic opening permissions, which works through the transmission of encrypted messages via Bluetooth between the APP and the EntryPay bridges installed on the property to allow entry or exit once the user has been authenticated using their PIN, fingerprint, or facial recognition on their smartphone.

The system users are those designated by the property manager.

SECOND. Plans:

Initial Plan:

• •Access control with fingerprint and facial recognition
• •Recurring payments module
• •Message chat
• •Reports
• •API integration

Convenient Plan: This version includes the features of the Initial Plan, plus:

• •Panic button
• •Parental control
• •Visitor control
• •Event payments
• •Income and expense control
• •Affiliated merchants module
• •Attendance control
• •Security guard patrol control