General Terms and Conditions (GTC)
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 do 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 provided upon separate agreement. The scope of functions, plans, and any 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 contractually owed core utility. 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 the accuracy of master data. The customer shall perform reasonable acts of cooperation (e.g., providing 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 inform 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 combination 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 start of the contract, 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 before 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 incident support according to the state of the art.
ParkEfficient continuously provides the customer with further developments, security updates, and functional optimizations of the software. In principle, the current software version and the immediately preceding version are maintained and provided with security-relevant updates.
It is expressly recommended to always use the latest software version, as new versions regularly contain improvements regarding security, stability, performance, and functionality.
The installation of 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.
Planned maintenance windows and significant changes will be announced to the customer with reasonable notice. For SaaS solutions, updates are provided via the respective app stores or web-based.
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 perform updates, or unauthorized modifications. Subsequent performance is at ParkEfficient's discretion, either through bug fixing or the provision of an error-free version. The customer shall cooperate in analysis/remediation (documentation, screenshots, details on time/impact).
9. Third-Party Providers, Subcontractors, Open Source
ParkEfficient may engage 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 any 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 can generally be used 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 according to clause 3) or
b) as a rental/usage model (no transfer of ownership; see clause 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 full payment is received).
b) Transfer of risk (loss/damage) occurs upon delivery to the customer or after installation, provided this is performed by ParkEfficient/a partner.
c) Warranty is governed—to the extent permitted—by the respective manufacturer's terms; ParkEfficient fulfills warranty 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 devices) apply only if agreed upon within the scope of 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) 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 – unless expressly designated as binding – non-binding and subject to timely self-supply.
b) Spare part/product lifecycles are based on manufacturer specifications; ParkEfficient may use functionally equivalent successor products.
9. On-site Operation & Responsibility
a) The customer shall provide the operating environment (power, network if applicable, internet if applicable, structural requirements, fire safety, on-site data protection notices). b) The customer is responsible for operating permits (e.g., building regulations/GDPR notification requirements for video/LPR); ParkEfficient will 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 the 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: names, emails, passwords, personnel/ID numbers if applicable, license plates, usage/booking data. Evaluations are generally performed in an aggregated format for authorized roles.
11. Intellectual Property Rights, Indemnification
ParkEfficient warrants that the contractual use 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 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, limb, 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 typically foreseeable damage.
13. Confidentiality
Both parties shall treat confidential information as strictly confidential. Permissible disclosure to affiliated companies or service providers is only permitted if necessary and subject to the same confidentiality obligations. This obligation continues beyond the end of the contract.
14. Amendments to the GTC
ParkEfficient may amend these GTC with future effect if there is an objective reason for doing so (e.g., changes in law, adjustments to functions/prices/processes) and will inform the customer in good time. If the customer objects within the specified period, the previous GTC shall continue to apply until the end of the contract term; the right to extraordinary termination remains unaffected.
15. Reference Usage
ParkEfficient may use the collaboration as a reference in an appropriate manner (website, brochures), provided the customer does not object.
16. Export Control & Compliance
The customer shall comply with applicable export/sanction regulations and shall not use the software for any prohibited purposes.
17. Final Provisions
Form: Legally significant declarations must be in text form; terminations/contract amendments must be in writing. 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 economic purpose.