WHITE LABEL TERMS AND CONDITIONS
Effective Date: 18-Feb-2026
Last Updated: 18-Feb-2026
Definitions
1.1 Platform means the Smart MasterKey cloud based access control software, including mobile applications (iOS and Android), APIs, backend infrastructure, and related services.
1.2 Customer means the entity entering into the White Label Agreement with Smart MasterKey OÜ.
1.3 Users means any individual person or legal entity that has been granted access rights within buildings or premises managed by the Customer and is authorised to use the White Label Service under the Customer’s administration.
1.4 White Label Service means the Customer branded version of the Platform, including the Smart MasterKey mobile application for iOS and Android and the web based access control portal, each customised with the Customer’s logo, typography, colour scheme, and other agreed brand elements, and operated technically by Smart MasterKey.
Scope of Service
2.1 Smart MasterKey grants the Customer a non exclusive, non transferable, limited licence to use the Platform in a white label configuration, consisting of the Smart MasterKey mobile application for iOS and Android and the web based access control portal, each presented in the Customer’s approved branding.
2.2 The licence permits the Customer to provide its Users with access to the branded mobile application and web portal for access control management.
2.3 Smart MasterKey remains the sole operator of the Platform and retains full control over infrastructure, hosting environment, architecture, source code, security framework, and technical roadmap.
2.4 The Customer may not modify, reverse engineer, decompile, copy, create derivative works of, or otherwise attempt to access the source code of the Platform.
2.5 The Customer may not sub-license, assign, or otherwise transfer its licence rights to any third party without prior written approval from Smart MasterKey.
Branding and White Label Structure
3.1 General White Label Principle
Under the white label model, Users use the Smart MasterKey mobile application for iOS and Android and the web based access control portal in the Customer’s branding. This includes application name where technically feasible, logo, typography, colour scheme, and other agreed visual identity elements. The underlying software, source code, and infrastructure remain owned and operated by Smart MasterKey.
3.2 Co-Branded Model
In the co-branded model, both Smart MasterKey and the Customer brand elements may appear within the user interface, application store listings where required, and documentation.
3.3 Full White Label Model
In the full white label model, only the Customer’s brand is visible to Users within the mobile application and web portal. Smart MasterKey may remain identified in legal documentation, privacy notices, and data processing disclosures where required by law or platform provider rules.
3.4 The Customer warrants that all branding materials provided do not infringe third party rights.
Intellectual Property
4.1 All intellectual property rights in the Platform remain the exclusive property of Smart MasterKey OÜ.
4.2 No ownership rights are transferred.
4.3 The Customer retains ownership of its own trademarks, logos, and marketing materials.
4.4 Feedback provided by the Customer may be used by Smart MasterKey without restriction or compensation.
Data Protection and GDPR
6.1 The parties acknowledge that personal data may be processed within the Platform.
6.2 The Customer acts as Data Controller in relation to Users data.
6.3 Smart MasterKey acts as Data Processor and processes personal data solely on documented instructions of the Customer.
6.4 A separate Data Processing Agreement forms part of the Agreement.
6.5 Smart MasterKey implements appropriate technical and organisational measures in line with GDPR and ISO 27001 aligned practices.
Support Framework
7.1 Any service levels, uptime commitments, and performance metrics relating to the underlying access control service are governed exclusively by a separate Service Level Agreement where agreed in writing.
7.2 Unless otherwise agreed, the Customer is responsible for first line support to Users.
7.3 Smart MasterKey provides second line technical support to the Customer in relation to the Platform.
Compliance and Use Restrictions
8.1 The Customer shall ensure that the White Label Service is used only for lawful purposes.
8.2 The Customer is responsible for compliance with local access control, building security, and regulatory requirements in its operating markets.
8.3 The Customer may not use the Platform for high risk or prohibited activities including unlawful surveillance or discrimination.
Warranty Disclaimer
9.1 The parties acknowledge that service specific warranties and performance commitments relating to the underlying access control service are governed by separate Access Control Service Terms and any applicable Service Level Agreement.
9.2 Except as expressly set out in such separate agreements, the White Label configuration is provided without additional warranties, representations, or guarantees.
9.3 No warranty is given in relation to branding presentation, market performance, or commercial success of the Customer’s white label.
Limitation of Liability
10.1 Liability for indirect or consequential damages is excluded to the maximum extent permitted by law.
10.2 Total aggregate liability of Smart MasterKey under the Agreement shall not exceed the total fees paid by the Customer during the preceding twelve months.
10.3 Nothing limits liability for fraud, wilful misconduct, or mandatory statutory rights.
Confidentiality
11.1 Each party shall treat confidential information as strictly confidential.
11.2 Confidential information may not be disclosed to third parties without prior written consent except where required by law.
11.3 Confidentiality obligations survive termination for five years.
Payment Terms
12.1 All fees, pricing structure, invoicing procedures, payment schedules, and applicable commercial conditions shall be agreed exclusively in the applicable White Label Agreement executed between the Parties. The White Label Terms and Conditions do not define or regulate payment obligations independently.
Marketing and Promotion
13.1 Smart MasterKey shall have the right to reference the Customer and the White Label Service for marketing and promotional purposes, including the use of the Customer’s name, logo, and general description of the cooperation in websites, presentations, case studies, investor materials, and other marketing communications, without requiring prior approval, unless otherwise expressly agreed in writing in the White Label Agreement.
Term and Termination
14.1 The Agreement enters into force on the effective date and continues for the initial term defined in the commercial annex.
14.2 Either party may terminate for material breach if not remedied within thirty days after written notice.
14.3 Upon termination, the Customer shall cease marketing and onboarding new Users.
14.4 Users continuity arrangements may be agreed separately to protect service stability.
Transition and Exit
15.1 Smart MasterKey will provide reasonable cooperation during a transition period.
15.2 Data export in standard format may be provided upon written request.
15.3 No source code escrow is included unless separately agreed.
Governing Law and Jurisdiction
16.1 All disputes arising under the Terms and Conditions shall be resolved in Harju County Court on the basis of Estonian law.
Miscellaneous
17.1 Neither party is liable for force majeure events.
17.2 Amendments must be in writing and signed by both parties.
17.3 If any provision is invalid, the remainder of the Agreement remains in force.