Effective Date:
August 15, 2025
These Installation Services Terms and Conditions for Access Control and IoT Devices (these “Terms”), together with the applicable work order or statement of work (“SOW”) (collectively, the “ Agreement”) constitute the entire agreement between you (“you” or “Client”) and Door Systems, Inc. (“DOOR”) with respect to the installation services (“Installation Services”) listed on the applicable ordering document executed by and between Client and DOOR (an “Order”).
PLEASE READ THESE TERMS CAREFULLY AS THEY FORM A LEGALLY BINDING AGREEMENT. BY SIGNING AN ORDER FOR OR ACCEPTING INSTALLATION SERVICES, YOU (TOGETHER WITH THE ENTITY ON BEHALF OF WHOM YOU SIGN AN ORDER) ARE ACCEPTING THESE INSTALLATION TERMS AND YOU UNDERSTAND AND AGREE THAT YOU WILL CREATE A LEGALLY ENFORCEABLE CONTRACT. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT AND AUTHORITY TO ACCEPT AND AGREE TO THESE TERMS ON BEHALF OF YOURSELF AND THE ENTITY THAT YOU REPRESENT. IF YOU CANNOT OR DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS IN THIS AGREEMENT, YOU SHOULD NOT SIGN AN ORDER OR ACCEPT INSTALLATION SERVICES.
1. Third-Party Installation Services. DOOR, either directly, or through its affiliate, Hellotech, Inc. (“HelloTech”, collectively with DOOR, the “DOOR Parties”), has partnered with third-party professional installers to provide Installation Services for Latch-branded or DOOR-branded access control hardware and IoT devices (the “Hardware”). Client understands and acknowledges that (i) DOOR is a technology company that develops, markets, and sells access control technology and IoT devices; (ii) Hellotech is a technology company that provides a platform that connects skilled, independent contractors with customers for the provision of certain services; and (iii) neither of the DOOR Parties is a contractor, general contractor, or subcontractor, or in the business of performing Installation Services; neither does either DOOR Party employ any individuals to perform Installation Services. Accordingly, Client hereby acknowledges and agrees that (i) the DOOR Parties’ roles hereunder are limited to facilitating Client's purchase of Installation Services from a third-party installer qualified to install the Hardware (the “Installer”), (ii) the Installation Services will be performed by such Installer, not by the DOOR parties, and (iii) such Installer may use subcontractors in the performance of the Installation Services. While the DOOR Parties carefully select the Installers, the DOOR Parties do not control such Installers or supervise their personnel and, except as otherwise provided in this Agreement, neither of the DOOR Parties takes responsibility for such Installers’ or their personnel’s acts or omissions. Except for the express warranties made in this Agreement, the DOOR Parties do not make any warranties or representations whatsoever with respect to the performance of the Installation Services hereunder.
2. Ordering Process. All Installation Services to be performed by the Installer shall be provided only against fully executed Orders and SOWs issued by DOOR, the terms of which are incorporated herein by reference. After Client has placed an Order for Installation Services with DOOR, DOOR will transmit, either directly or through HelloTech, the request (including the SOW outlining the specifics for the job) to an appropriate Installer for review and acceptance. After acceptance of the request, the DOOR Parties will contact the Client to schedule the performance of the work. Any requests to make changes to the SOW must be communicated promptly to DOOR at installations@door.com and a change order may be required.
3. Access. Client agrees to grant the Installer permission to enter Client’s premises listed on the applicable SOW for the provision of the Installation Services. Client further authorizes the Installer to access power, telephone or other utility as reasonably required for the provision of the Installation Services.
4.Scope of Work. Installer will install the Hardware as specified in the applicable SOW executed between Client and DOOR. Any changes to the scope of work (e.g., to increase or reduce the device count or change the location for the installation) must be agreed upon in writing and executed by the DOOR and Client before work commences.
5.Responsibilities.
5.1 Installer Responsibilities. Unless otherwise stated in the applicable SOW, the Installer shall be responsible for the physical installation (including wiring, mounting, configuration and deployment) of the Hardware in the location(s) specified in the SOW. Unless otherwise set forth in the applicable SOW, the Installer will supply all supplies, tools, equipment and any other materials required for the performance of the Installation Services. The Installer is responsible for (a) obtaining all permits and licenses, if any, that are required for the lawful performance of the Installation Services and (b) confirming that any individual performing Installation Services for Client possesses all requisite permits and trade licenses that may be required for the lawful performance of such Installation Services and has cleared background checks. The Installer shall leave the job site in a clean and orderly condition after completion of the Installation Services. If mutually agreed in writing with Client, the Installer will also arrange for the removal of any trash, including older devices and appliances, subject to Client’s payment of Installer’s trash removal fee.
5.2 Client Responsibilities. The Client shall be responsible for ensuring that the job site is safe, unobstructed, clean and suitable for the performance of the Installation Services under the applicable SOW. In particular, the Client shall be responsible for ensuring that the Hardware is placed in a location that meets manufacturer’s requirements including space, electrical, and environmental requirements. The Client is also responsible for ensuring internet service and the necessary utilities (e.g., electrical power, cellular, if applicable) are available at the job site during the scheduled hours for the work to be performed. The Client shall be responsible for verifying and confirming that the Installer possesses all the necessary licenses and permits required for the performance of the Installation Services. DOOR assumes no responsibility for the Installer’s failure to obtain necessary licenses or permits and/or the Client’s failure to verify such licenses or permits.
6. Service Coverage Hours: Unless otherwise mutually agreed in writing, the Installation Services are provided during normal business hours 9:00 am - 5:00 pm, Monday through Friday, exclusive of federal bank holidays and any holiday observed by the Installer.
7. Inspection and Acceptance. Upon completion of the Installation Services by the Installer pursuant to an SOW, Client shall inspect the installation and confirm sign off in accordance with the acceptance criteria set forth in the SOW. Client must notify the Installer of any defects or issues discovered during the inspection within two (2) business days from the Installer’s completion of the Installation Services. Client’s failure to notify the Installer timely shall be deemed as Client’s acceptance and sign off on the Installation Services.
8. Ownership.
8.1 Client. Except for the limited rights and licenses expressly granted hereunder, no other license or permission is granted, no other use is permitted and Client shall retain all rights, title and interest in and to all of Client’s intellectual property rights and Client’s data.
8.2 DOOR. No license is granted hereunder and DOOR (and its licensors) shall retain all rights, title and interest in and to all intellectual property rights, including without limitation in and to all of DOOR’s trademarks, names, logos, patents, copyrights, trade secrets and other proprietary rights. Client acknowledges and agrees that DOOR or the Installer may share information with Client that DOOR or the Installer has designated as confidential and Client agrees not to disclose such information without the prior consent of DOOR or the Installer as applicable.
9. Exclusions/Restrictions. Any restrictions applicable to the Installation Services and/or excluded services shall be set forth in the applicable SOW.
10. Fees and Payment. Client agrees to pay DOOR’s invoice(s) for the Installation Services fees as set forth in the Order and in accordance with these Terms. Client acknowledges and agrees that Client may be charged additional fees as applicable pursuant to the applicable SOW (e.g., cancellation or reschedule fees). All payments shall be made in US Dollars and in accordance with the payment terms set forth in the Order Form. Any payments more than thirty (30) days overdue will bear a late payment fee of 1.5% per month or the maximum rate allowed by law, whichever is lower. All payments are non-refundable and non-transferable except as expressly provided.
11. Expenses. Client agrees to reimburse the Installer’s reasonable, pre-approved expenses no later than thirty (30) days from receipt of invoice. Except as otherwise agreed in writing, any other expenses incurred by Installer in the performance of the Installation Services hereunder are included in the Installation Services fees set forth in the applicable Order Form.
12. Taxes. The fees and other amounts required to be paid hereunder do not include any tax, value added tax or other governmental charge or assessment. Client agrees to be responsible for the payment of all such taxes, excluding taxes based upon DOOR’s net income.
13. Modifications. DOOR continuously works to improve its offerings and may modify these Terms and/or its pricing from time to time. When changes are made to these Terms, DOOR will make the updated Terms available on its website. Such updated Terms will become effective upon publication on DOOR’s website and will not have retroactive effect.
14. Warranties. Each party hereto represents and warrants that it has full power, right and authority to enter into this Agreement, to carry out its obligations under this Agreement, and to grant the rights granted to the other party hereunder. The Installation Services shall be performed in a timely, professional manner, in accordance with accepted industry standards and shall conform in all material respects with the specifications of the applicable SOW.
15. Warranty Disclaimer. Except for the express warranties made in this Agreement, the services provided hereunder are provided "as is" and without warranty of any kind, and DOOR does not make any, and hereby disclaims all, express or implied warranties, including without limitation any and all warranties of merchantability and fitness for a particular purpose. Client expressly acknowledges and agrees that, to the extent permitted by applicable law, use of the services provided hereunder is at Client’s sole risk. This disclaimer of warranty constitutes an essential part of this Agreement.
16. Service Re-performance Warranty. If Client reasonably establishes that re-performance of the Installation Services is necessary due to the Installer’s error, Client shall notify DOOR in writing within twelve (12) months of the completion of the applicable Installation Services and provide a detailed explanation and evidence of the issue (the “Warranty Claim”). If Client establishes that the issue was caused by an error or breach by the Installer, the Installer will re-perform the work at no additional charge to Client. Client acknowledges that fees may be assessed for any re-performance of Installation Services requested based on causes beyond the Installer’s reasonable control (e.g., faulty equipment, building infrastructure), if the Warranty Claim is made more than twelve (12) months after the completion of the Installation Service at issue, or if Client fails to reasonably establish that the Installer’s error or breach caused the issue.
17. Indemnity. Each party (the “Indemnifying Party”) will indemnify and hold harmless the other party, and their respective affiliates, employees, and agents (each an “Indemnitee”) from and against any and all liabilities, losses, damages, costs, and other expenses (including attorneys’ fees) arising from any third-party claim, demand, suit, or action (a “Claim”) of (i) bodily injury or death, damage to personal or real property caused by the Indemnify Party’s or its employees’, agents’, or subcontractors’ gross negligence or the Installer; or (ii) willful misconduct or gross negligence by the Indemnifying Party or its employees, agents, or subcontractors or the Installer. In the event of any claim, demand, suit, or action for which an Indemnitee is or may be entitled to indemnification, such Indemnitee may, at its option, require the Indemnifying Party to defend such Claim at the Indemnifying Party’s sole expense. Indemnifying Party may not enter into any settlement relating to such Claim without Indemnitee’s express prior written consent
18. Limitation of Liability. To the maximum extent permitted by applicable law, neither the DOOR Parties nor its suppliers, agents, distributors, channel partners or licensors (“DOOR Parties”) shall be liable to Client under any contract, tort (including negligence), strict liability or other legal or equitable theory for any indirect, incidental, consequential, special, punitive or exemplary damages, including loss of profits, use, data or goodwill, arising out of or in any way connected with this Agreement, even if DOOR or the DOOR Parties were advised or should have been aware of the possibility of any such losses or damages. Without limiting the foregoing, to the maximum extent permitted by law, in no case shall the liability of DOOR or the DOOR parties exceed, in the aggregate, the greater of five hundred dollars ($500) or the fees actually paid by Client for the Installation Services giving rise to the claim.
19. Privacy. Personal information the Client may provide to DOOR in connection with the provision of the Installation Services, including any end user personal data, will be collected and used in accordance with the DOOR Privacy Notice.
20. Insurance. Prior to the beginning of the performance of the Installations Services, the Installer shall procure and maintain insurance in at least the following amounts and coverages:
21. Governing Law; Jurisdiction and Venue
This Agreement is governed by the laws of the state of Missouri, without regard to its conflict of laws principles. You and DOOR agree that the state and federal courts located in St. Louis, Missouri will have exclusive jurisdiction of all disputes arising out of or related to this Agreement and agree to submit to the personal jurisdiction and venue of these courts. Notwithstanding the foregoing, DOOR shall be allowed to apply for equitable remedies (including injunctions) in any jurisdiction.
22. Miscellaneous
22.1 Assignment. Unless otherwise stated herein, this Agreement is personal to Client and is not assignable, transferable or sublicensable by Client except with DOOR’s prior written consent. Client may assign and transfer its right, title and interest in this Agreement in connection with the sale of the underlying property provided that: (i) Client promptly notifies DOOR prior to the forthcoming assignment and transfer; (ii) Client warrants and represents that the Agreement is free of any adverse liens, claims, or encumbrances; (iii) any assignment shall only be effective upon execution by Client and assignee (the “Assignee”) of a valid Assignment and Assumption Agreement acceptable to DOOR; and (iv) Assignee unconditionally accepts such assignment and assumes all of Client’s duties, liabilities and obligations under the transferred Agreement, and agrees to pay and perform all obligations of Client under the transferred Agreement. DOOR may assign, transfer or delegate any of DOOR’s rights and obligations hereunder without consent.
22.2 Independent Contractor. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect.
22.3 Notices. All notices under this Agreement shall be given in writing and will be deemed to have been duly given, if to Client, when sent by electronic mail to the email address provided by Client on the Order or to such other email address as Client may designate in writing; if to DOOR, by certified or registered mail to DOOR’s address as provided on the Order Form, return receipt requested, with email copy to legal@door.com.
22.4 No Waiver. DOOR’s failure to enforce any part of this Agreement shall not constitute a waiver of DOOR’s right to later enforce that or any other part of this Agreement. In order for any waiver of this Agreement to be binding, DOOR must provide Client with written notice of such waiver through one of DOOR’s authorized representatives.
22.5 Client Purchase Orders and Procurement Terms. Any Client terms contrary to or expanding
upon the terms and conditions contained in this Agreement, including terms set forth in a purchase order, vendor agreement, or procurement agreement issued in connection with the Installation Services provided under this Agreement will be void and of no effect.
22.6 Headings. The section and paragraph headings in this Agreement are for convenience only and shall not affect their interpretation.
22.7 Order of Precedence. In the event of a conflict between these Terms and the terms of an SOW, the terms of the SOW shall govern.
22.8 Interpretation. Any use of “including” “for example” or “such as” in this Agreement shall be read as being followed by “without limitation” where appropriate.
22.9 Force Majeure. Neither party will be liable to the other for any delay or failure to perform its obligations hereunder (other than for the payment of amounts due) if such delay or failure arises from any cause or causes beyond the reasonable control of the affected party, including acts of God, flood, fire, loss of electricity or other utilities, epidemic, pandemic, act of a public enemy or terrorist, act of any military, civil, regulatory or governmental authority, change in law or regulation, labor problem or unavailability of supplies and any other cause, whether similar or dissimilar to any of the foregoing that could not have been prevented by such party with reasonable care (each a “Force Majeure Event”). If a Force Majeure Event prevents DOOR from performing hereunder for a period of thirty (30) or more consecutive days (i.e., DOOR is unable to refer the request for Installation Services to an Installer), Client may cancel the Installation Services portion of the applicable Order by providing written notice to DOOR prior to expiration on the Force Majeure Event. DOOR will, as Client’s sole remedy and DOOR’s sole liability for such cancellation, promptly refund Client the fees paid for the Installation Services that could not be performed.
22.10 Amendments. Except with respect to Section 13 Modifications, the parties agree that the Agreement cannot be altered, amended or modified, except by a writing signed by an authorized representative of each party.
22.11 Non-solicitation. During the term of this Agreement and for a period of six (6) months thereafter, Client shall not hire, solicit, nor attempt to solicit, the services of any personnel of DOOR involved with this Agreement without the prior written consent of DOOR. The foregoing limitation shall not apply to a hiring pursuant to general solicitations for employment.
22.12 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit, or remedy of any nature whatsoever.
22.13 Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
22.14 Entire Agreement. This Agreement, together with the applicable Order and SOW and the Privacy Notice and any other applicable documentation provided to Client by DOOR in connection with this Agreement, is the entire agreement between Client and DOOR with respect to the Installation Services and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Client and DOOR with respect to the Installation Services.
