An access control system contract: what to look out for

The most important clause in an access control system contract is the one about what happens when you stop paying. With a subscription the system usually stops working, and that is normal, because a subscription is a fee for the right to use it. With a perpetual licence the system should keep working, yet the word ‘lifetime’ turns up in contracts even where the right of use expires together with the payments.

The other clauses to check concern the scope of the licence, support, personal data, exiting the service, hardware, the list of the system’s limitations and acceptance. All of them only come into play in a dispute, which is when it is too late to negotiate.

What the licence covers

A licence covers a list of specific capabilities, and that list determines what the system does, so the product name alone in the contract is not enough. The list of capabilities is attached to the contract as an annex; a sales presentation is no substitute for it.

The second question is whether extending the scope requires a new licence. In TraxSystem it does, because adding a module means generating a new licence, which is planned into the schedule. It is better to know this beforehand than on the day the module is needed.

What stops working when the payments end

The contract should state plainly what stops working when the payments end, separately for both options. With a subscription the system stops working, because the fee is for the right of use. With a one-off licence the system keeps working without fees, and the renewal after two years concerns only updates and support, with no effect on the right to use the system.

Support: what it covers and how long it is included

In TraxSystem, support is included for two years with a one-off licence and is then charged at the rate given in the configurator on the pricing page. That information has to be given at the point of sale. A customer who learns about it from the first support invoice will rightly regard it as a hidden cost, even if it was in the contract.

Who is the controller of the personal data

The entry log contains personal data, so a clause on each party’s role with respect to the data is mandatory. With the server at your site, you are the data controller and there is no data processor, so there is no data processing agreement either. With the server at the vendor’s, the vendor is the data processor, and a data processing agreement (Article 28 GDPR) has to be signed before the system goes live.

With the cloud option, further questions arise: where the data physically is, whether there is a sub-processor and what availability is declared. In the TraxSystem cloud the data is in Poland, a sub-processor is involved only where external infrastructure is used and is then disclosed, and the declared availability is 99%.

Exiting the service and a copy of your data

The contract should specify what you receive when you leave and in what form, because without such a clause your data is held hostage by the contract. In TraxSystem it is a copy of the database of your own instance.

Hardware: who buys it and who owns it

Hardware should be priced separately from the licence and have clearly defined ownership. A contract in which hardware and software are a single line item makes it hard to change software vendor without replacing the whole installation.

The list of system limitations in an annex to the contract

The list of what the system does not do should go into an annex to the contract. It protects both sides, because it turns a later dispute about expectations into a check against a document. The TraxSystem list includes, among others, these limits:

• the system is not a warehouse management system (WMS) or an HR system,
• a site ban does not block the barrier on its own,
• a missing valid health and safety induction does not block entry either,
• there are no ready-made connectors for SAP or Oracle,
• we do not record camera footage continuously, only photos and clips of events,
• we do not recognise faces,
• section speed measurement is not a measuring instrument within the meaning of road traffic regulations.

Acceptance on your own process

Acceptance on the vendor’s demonstration proves nothing. It should take place on your own process, with a list of cases agreed in the pre-implementation analysis, exceptions included, because they are what cause trouble in day-to-day operation.

With the cloud option, the acceptance report has to record how the site behaves when the connection fails. That depends on the configuration and cannot be declared in advance.

Who should check the contract before you sign

The contract should be checked by your legal department, and the personal data clauses by your data protection officer. A checklist prepared from a system vendor’s perspective is no substitute for legal advice.

Questions and answers

See also: Perpetual licence or subscription: which works out cheaper · On-premises or cloud: choosing a server for vehicle entry control · How to choose a dock scheduling system: seven questions to ask the supplier