General Terms and Conditions
1. Scope, Definitions, Products
These General Terms and Conditions govern the conclusion, content, and execution of all contracts regarding the use of software and services provided by ParkEfficient GmbH, Kasernenstr. 67, 40213 Düsseldorf ("ParkEfficient"). This includes, in particular, the products ParkEfficient (digital parking space management), OfficeEfficient (desk/room booking), and AssetOS (multi-tenant space & access management), including optional modules, interfaces, hardware integrations (e.g., LPR cameras, QR readers), and professional services. "Customer" refers to the company using ParkEfficient's services; "Users" refers to its employees, agents, guests, or other authorized persons. Deviating terms and conditions of the customer shall not apply unless ParkEfficient agrees to them in writing.
2. Subject Matter of the Contract and Scope of Services
ParkEfficient provides the software as SaaS (web dashboard, iOS/Android apps); optional on-premises deployment can be arranged via separate agreement. Functional scope, plans, and any applicable service levels are defined in the offer/order form and the current service description. ParkEfficient continuously develops its products and may add, modify, or replace features without reducing the core utility contractually owed. Implementation, training, and consulting services are optional professional services and are provided separately if agreed upon.
3. Registration, Cooperation, and Customer Obligations
The customer manages access rights (e.g., via dashboard/SSO) and ensures master data is accurate. The customer shall perform reasonable cooperation duties (e.g., designating contact persons, testing/accepting customizations, providing interface data). Additional expenses resulting from a lack of cooperation or improper use may be invoiced. The customer shall prevent unauthorized use and notify ParkEfficient immediately in the event of security incidents.
4. Usage Rights (License)
For the duration of the contract, ParkEfficient grants a non-exclusive, non-transferable right to use the software for the customer's internal business purposes; no rights to the source code are granted. Sublicensing is excluded; access by affiliated companies, commissioned service providers, and authorized third parties is permitted within the scope of the intended purpose. Usage, configuration, testing, training, backups, use of documentation, and integration via approved interfaces are permitted. Reverse engineering, decompilation, or the creation of derivatives are prohibited to the extent permitted by law.
5. Remuneration and Payment Terms
Prices are based on the respective offer; the license fee is billed annually in advance and is payable within 14 days, plus statutory VAT. Index-linking: ParkEfficient is entitled to adjust fees in accordance with the development of the Consumer Price Index published by the Federal Statistical Office (base year 2020 = 100). A price adjustment may occur for the first time twelve months after the contract start date, and thereafter at most once per year. The customer does not have a special right of termination due to index adjustments. For OfficeEfficient, billing is user-based; for ParkEfficient, it is based on the number of parking spaces. Additional expenses (e.g., troubleshooting outside of ParkEfficient's area of responsibility) will be charged based on time and effort.
6. Term and Termination
The contract start date and minimum term are specified in the offer. The contract automatically extends by 12 months unless terminated in writing with 3 months' notice prior to the end of the term. Extraordinary termination for good cause remains unaffected (e.g., serious breach of duty, infringement of intellectual property rights, insolvency).
7. Availability, Maintenance, Updates, and Support
ParkEfficient provides further development, maintenance, and troubleshooting according to the state of the art.
ParkEfficient continuously provides the customer with further developments, security updates, and functional optimizations of the software. Generally, the current software version and the immediately preceding version are maintained and provided with security-relevant updates.
It is strongly recommended to always use the latest software version, as new versions regularly contain improvements regarding security, stability, performance, and functionality.
Installing provided updates—especially for mobile applications (app versions)—is a prerequisite for proper operation as well as for support and warranty services. ParkEfficient assumes no liability for functional impairments or security risks resulting from the use of unsupported software versions.
Scheduled maintenance windows and significant changes will be announced to the customer in advance. For SaaS solutions, updates are provided via the respective app stores or web-based platforms.
8. Warranty and Incident Management
The software possesses the contractually agreed-upon quality. No defect exists for impairments resulting from hardware errors, changed environments, improper operation, failure to update, or unauthorized modifications. Subsequent performance is at ParkEfficient's discretion, either through bug fixes or the provision of an error-free version. The customer shall assist in analysis/remediation (documentation, screenshots, details on timing/impact).
9. Third-Party Providers, Subcontractors, Open-Source
ParkEfficient may use suitable subcontractors and remains responsible; the customer may object for valid reasons. For integrations (e.g., QR code/license plate recognition systems, payment gateways), additional terms from third-party providers may apply; their availability/changes are outside ParkEfficient's responsibility. Open-source components are licensed without granting further rights to the overall software.
9a. Hardware & Integrations (optional, purchase or rental)
1. Optional Hardware
At the customer's request, ParkEfficient can integrate hardware components (e.g., QR code/license plate recognition systems, payment gateways, access or sensor hardware). The software is generally usable independently; hardware is optional.
2. Procurement Models: One-time Purchase or Rental Model
Hardware is provided according to the agreement:
a) as a one-time purchase (transfer of ownership per section 3) or
b) as a rental/usage model (no transfer of ownership; see section 4).
The selected model, parts lists, prices, and any service/installation services are specified in the offer/order form.
3. One-time Purchase (Ownership, Transfer of Risk, Warranty)
a) Ownership transfers to the customer upon full payment (retention of title until payment is complete).
b) Transfer of risk (loss/damage) occurs upon delivery to the customer or after installation, if performed by ParkEfficient/a partner.
c) Warranty is subject to the respective manufacturer's terms, to the extent permitted by law; ParkEfficient fulfills defect claims primarily through subsequent performance (repair/replacement).
4. Rental/Usage Model (Ownership, Usage, Return)
a) The hardware remains the property of ParkEfficient or the designated contractual partner.
b) The customer is granted a simple, non-transferable right to use the hardware during the rental period.
c) Care & Insurance: The customer shall handle the hardware with care, protect it from loss/damage, and maintain appropriate insurance coverage.
d) Return: Upon contract termination, the hardware must be returned within 14 days in functional condition (excluding normal wear and tear); missing/damaged parts will be charged at actual cost.
e) Rental fees are charged periodically (usually monthly); a right to purchase/take over at the end of the term exists only if explicitly agreed upon in the offer.
5. Installation, Commissioning, and Acceptance
a) Assembly, electrical work, network/construction services, foundation/civil engineering, cabling, permits, and third-party trades are not included in the hardware price and must be provided by the customer.
b) Following installation/go-live, a functional acceptance (short report) will be conducted.
Non-critical remaining items will be documented in a punch list and resolved promptly.
6. Service, Maintenance, and SLAs
a) Service/maintenance services for hardware (e.g., on-site support, spare parts, replacement units) apply only if agreed upon within a separate maintenance or service contract with a local third-party provider or ParkEfficient partner.
b) Without a hardware SLA, ParkEfficient’s obligations are limited to the basic services described in the offer (e.g., remote support during standard business hours).
c) Consumables/wear parts (e.g., dirty camera lenses) are the customer's responsibility unless explicitly included.
7. Compatibility & Third-Party Terms
a) ParkEfficient guarantees interface compatibility only for the combinations of hardware, firmware, and software versions approved in the offer. Changes made by third parties (e.g., manufacturer firmware updates) may require adjustments.
b) For certain components, additional manufacturer/third-party terms (licensing, warranty, RMA rules) apply. These will be provided to the customer prior to procurement and form an integral part of the contract.
8. Delivery, Availability, Spare Parts
a) Delivery and provision deadlines are non-binding unless explicitly stated otherwise, and are subject to the availability of supply.
b) Spare parts and product lifecycles are subject to manufacturer specifications; ParkEfficient reserves the right to use functionally equivalent successor products.
9. On-site Operations & Responsibility
a) The customer is responsible for providing the operating environment (power, network/internet access if applicable, structural requirements, fire safety, and on-site data protection notices). b) The customer is responsible for all operating permits (e.g., building regulations/GDPR notification requirements for video/LPR); ParkEfficient can provide advisory support upon request.
10. Costs for Modifications/Relocation
In the event of a relocation, structural changes, or modifications initiated by the customer, the customer shall bear any resulting additional costs (de-installation/re-installation, recalibration, logistics).
10. Data Protection, Data Processing, Data Security
ParkEfficient processes personal data exclusively for the purpose of contract fulfillment in accordance with the GDPR; a Data Processing Agreement (DPA) will be concluded at the start of the contract. Potential data categories include: names, email addresses, passwords, and, where applicable, personnel/ID numbers, license plate numbers, and usage/booking data. Analyses are generally performed in an aggregated format for authorized roles.
11. Intellectual Property Rights, Indemnification
ParkEfficient warrants that the contractual use of the software does not infringe upon the rights of third parties. The customer shall notify ParkEfficient immediately of any third-party claims; ParkEfficient may conduct the defense and shall indemnify the customer against justified claims.
12. Liability
ParkEfficient is liable without limitation for intent and gross negligence, for damages resulting from injury to life, body, or health, and in accordance with mandatory product liability law. In cases of simple negligence, ParkEfficient is only liable for the breach of essential contractual obligations (cardinal duties) and limited to the amount of typically foreseeable damages.
13. Confidentiality
Both parties shall treat confidential information with strict confidentiality. Disclosure to affiliated companies or service providers is permitted only if necessary and subject to equivalent confidentiality obligations. This obligation continues beyond the termination of the contract.
14. Amendments to the Terms and Conditions
ParkEfficient may amend these Terms and Conditions with future effect if there is a valid reason (e.g., changes in law, adjustments to functions, pricing, or processes) and will notify the customer in a timely manner. If the customer objects within the specified period, the existing Terms and Conditions shall remain in effect until the end of the contract term; the right to extraordinary termination remains unaffected.
15. References
ParkEfficient may reference the partnership in an appropriate manner (e.g., on its website or in brochures), provided the customer does not object.
16. Export Control & Compliance
The customer shall comply with all applicable export and sanctions regulations and shall not use the software for any prohibited purposes.
17. Final Provisions
Form: Legally significant declarations must be made in text form; terminations and contract amendments require written form. The place of performance and exclusive place of jurisdiction is Düsseldorf; German law applies, excluding the UN Convention on Contracts for the International Sale of Goods. Invalid provisions shall be replaced by those that most closely reflect the intended economic purpose.