In these General Terms and Conditions, the following termsshall have the meanings set forth below:
1.1**Agreement**: refers to the Main Agreement between the Parties including allappendices, applicable General Terms and Conditions, and Special Terms andConditions.
1.2**Appendix**: refers to a document attached to the Agreement and referencedtherein.
1.3**Facility**: refers to the parking area(s) with associated infrastructurecovered by the Agreement, as specified in Appendix 1 to the Main Agreement.
1.4 **GeneralTerms and Conditions**: refers to these general terms and conditions forparking operators.
1.5**Intellectual Property Rights**: refers to all intellectual property rightsincluding but not limited to copyright, patent rights, trademark rights, designrights, trade secrets, know-how, and other similar rights, whether registeredor not.
1.6 **LeasingModel**: refers to the business model where the Supplier leases the Facilityfrom the Customer for the purpose of operating parking services.
1.7 **MainAgreement**: refers to the main agreement that has been entered into betweenthe Parties and to which these General Terms and Conditions constitute anappendix.
1.8**Management Model**: refers to the business model where the Supplier managesthe Facility on behalf of the Customer without leasing it.
1.9 **ParkingServices**: refers to the services provided by the Supplier in connection withthe Facility, including but not limited to parking monitoring, paymentsolutions, and customer service.
1.10**Party**: refers to the Supplier or the Customer individually.
1.11**Parties**: refers to the Supplier and the Customer jointly.
1.12**Platform**: refers to the Supplier's digital platform for managing parkingservices, including but not limited to mobile application, web portal,administration interface, and underlying systems.
1.13**Service Level Agreement (SLA)**: refers to the agreed service levels that theSupplier shall maintain when providing the Services, as specified in Appendix 3to the Main Agreement.
1.14**Services**: refers to the services provided by the Supplier under theAgreement, including but not limited to Parking Services and AdditionalServices.
1.15**Special Terms and Conditions**: refers to the special terms and conditionsthat apply to specific Services, as specified in Appendix 4 to the MainAgreement.
1.16**Supplier**: refers to Parkit Sweden AB, reg. no. 559301-5968.
1.17**Customer**: refers to the legal or natural person specified as Customer inthe Main Agreement.
1.18**Additional Services**: refers to services provided by the Supplier inaddition to the Parking Services, as specified in Appendix 5 to the MainAgreement.
2.1 TheseGeneral Terms and Conditions constitute an integral part of the Agreementbetween the Parties and regulate the Supplier's provision of Parking Servicesto the Customer.
2.2 In theevent of any discrepancies between the Main Agreement and these General Termsand Conditions, the Main Agreement shall take precedence.
2.3 In theevent of any discrepancies between these General Terms and Conditions and anySpecial Terms and Conditions, the Special Terms and Conditions shall takeprecedence.
2.4 TheSupplier reserves the right to amend these General Terms and Conditions at anytime. Amendments shall enter into force thirty (30) days after the Supplier hasnotified the Customer of the amendments. It is the Customer's responsibility tokeep informed of the current version of the General Terms and Conditions viathe Supplier's website.
2.5 If theCustomer does not accept the amendments to the General Terms and Conditions,the Customer has the right to terminate the Agreement with thirty (30) days'notice by written notification to the Supplier within thirty (30) days fromwhen the amendments were notified.
3.1 TheSupplier shall provide Parking Services in accordance with the Agreement andthese General Terms and Conditions.
3.2 The ParkingServices include:
a) **Parking monitoring**: Monitoring of the Facility toensure compliance with parking regulations, including but not limited toissuing parking fines and warnings.
b) **Payment solutions**: Provision of payment solutions forparking, including but not limited to payment terminals, mobile payment, andsubscription-based payment.
c) **Signage**: Installation and maintenance of parkingsigns and information signs at the Facility.
d) **Customer service**: Provision of customer service toparking customers, including but not limited to handling of inquiries,complaints, and appeals against parking fines.
e) **Reporting**: Regular reporting to the Customer on theuse of the Facility, including but not limited to occupancy rates, revenue, andincidents.
3.3 Thespecific scope and content of the Parking Services are specified in Appendix 5to the Main Agreement.
3.4 TheSupplier shall provide the Parking Services in accordance with the ServiceLevel Agreement (SLA) specified in Appendix 3 to the Main Agreement.
4.1 TheSupplier shall monitor the Facility to ensure compliance with the parkingregulations that apply to the Facility.
4.2 Theparking regulations that apply to the Facility are specified in Appendix 1 tothe Main Agreement.
4.3 TheSupplier has the right to issue parking fines and warnings to vehicles thatviolate the parking regulations.
4.4 TheSupplier shall ensure that parking monitoring is carried out by qualifiedpersonnel with appropriate training and certification.
4.5 TheSupplier shall ensure that parking monitoring is carried out in accordance withapplicable laws, regulations, and industry standards.
4.6 TheSupplier shall handle appeals against parking fines in accordance withapplicable laws, regulations, and industry standards.
4.7 TheSupplier shall maintain records of all parking fines and warnings issued, aswell as the handling of appeals.
4.8 TheSupplier shall regularly report to the Customer on the parking monitoring, asspecified in the Service Level Agreement (SLA).
5.1 TheSupplier shall provide payment solutions for parking at the Facility.
5.2 Thepayment solutions may include:
a) **Payment terminals**: Physical terminals at the Facilitywhere parking customers can pay for parking.
b) **Mobile payment**: Payment via mobile application orSMS.
c) **Subscription-based payment**: Payment via subscriptionor account.
d) **Other payment solutions**: As specified in Appendix 5to the Main Agreement.
5.3 Thespecific payment solutions to be provided are specified in Appendix 5 to theMain Agreement.
5.4 TheSupplier shall ensure that the payment solutions comply with applicable laws,regulations, and industry standards, including but not limited to payment cardindustry data security standards (PCI DSS).
5.5 TheSupplier shall ensure that the payment solutions are reliable, secure, anduser-friendly.
5.6 TheSupplier shall handle payment transactions in accordance with applicable laws,regulations, and industry standards.
5.7 TheSupplier shall maintain records of all payment transactions.
5.8 TheSupplier shall regularly report to the Customer on the payment transactions, asspecified in the Service Level Agreement (SLA).
6.1 TheSupplier shall provide and maintain parking signs and information signs at theFacility.
6.2 Thesignage shall comply with applicable laws, regulations, and industry standards.
6.3 Thesignage shall clearly display the parking regulations that apply to theFacility, including but not limited to parking fees, time restrictions, andother conditions.
6.4 Thesignage shall be placed in visible and appropriate locations at the Facility.
6.5 TheSupplier shall regularly inspect and maintain the signage to ensure that it isin good condition and up to date.
6.6 TheSupplier shall replace damaged or outdated signage without undue delay.
6.7 Thespecific requirements for signage are specified in Appendix 5 to the MainAgreement.
7.1 TheSupplier shall provide customer service to parking customers at the Facility.
7.2 Thecustomer service shall include:
a) **Handling of inquiries**: Responding to inquiries fromparking customers regarding parking at the Facility.
b) **Handling of complaints**: Responding to complaints fromparking customers regarding parking at the Facility.
c) **Handling of appeals**: Responding to appeals againstparking fines issued at the Facility.
d) **Other customer service**: As specified in Appendix 5 tothe Main Agreement.
7.3 Thecustomer service shall be available during the hours specified in the ServiceLevel Agreement (SLA).
7.4 Thecustomer service shall be provided through the channels specified in theService Level Agreement (SLA), which may include telephone, email, and webforms.
7.5 TheSupplier shall ensure that customer service is provided by qualified personnelwith appropriate training.
7.6 TheSupplier shall handle customer service inquiries, complaints, and appeals in aprofessional, courteous, and timely manner.
7.7 TheSupplier shall maintain records of all customer service interactions.
7.8 TheSupplier shall regularly report to the Customer on the customer service, asspecified in the Service Level Agreement (SLA).
8.1 TheSupplier shall provide regular reports to the Customer on the Parking Services.
8.2 Thereports shall include:
a) **Occupancy rates**: Information on the occupancy ratesat the Facility.
b) **Revenue**: Information on the revenue generated fromparking at the Facility.
c) **Parking fines**: Information on the parking finesissued at the Facility.
d) **Incidents**: Information on incidents at the Facility,such as damage to equipment or vehicles.
e) **Customer service**: Information on customer serviceinquiries, complaints, and appeals.
f) **Other reporting**: As specified in Appendix 5 to theMain Agreement.
8.3 Thereports shall be provided with the frequency and in the format specified in theService Level Agreement (SLA).
8.4 TheSupplier shall ensure that the reports are accurate, complete, and timely.
8.5 TheSupplier shall maintain records of all reports provided to the Customer.
9.1 TheSupplier may provide Additional Services to the Customer in addition to theParking Services.
9.2 TheAdditional Services may include:
a) **Facility maintenance**: Maintenance of the Facility,such as cleaning, snow removal, and repairs.
b) **Security services**: Security services at the Facility,such as surveillance and security guards.
c) **Consulting services**: Consulting services related toparking, such as parking strategy and optimization.
d) **Other services**: As specified in Appendix 5 to theMain Agreement.
9.3 Thespecific Additional Services to be provided are specified in Appendix 5 to theMain Agreement.
9.4 TheSupplier shall provide the Additional Services in accordance with the ServiceLevel Agreement (SLA) specified in Appendix 3 to the Main Agreement.
9.5 TheSupplier shall ensure that the Additional Services are provided by qualifiedpersonnel with appropriate training and certification.
9.6 TheSupplier shall ensure that the Additional Services are provided in accordancewith applicable laws, regulations, and industry standards.
10.1 TheSupplier undertakes to:
a) Provide the Parking Services and any Additional Servicesin accordance with the Agreement and these General Terms and Conditions.
b) Provide the Services with the skill, care, and diligencethat can be expected of a professional supplier in the industry.
c) Comply with applicable laws, regulations, and industrystandards when providing the Services.
d) Maintain the Service Level Agreement (SLA) specified inAppendix 3 to the Main Agreement.
e) Appoint a contact person who shall be responsible for thecommunication with the Customer.
f) Regularly report to the Customer on the performance ofthe Services, as specified in the Service Level Agreement (SLA).
g) Maintain adequate insurance coverage for the Servicesprovided.
h) Ensure that all personnel involved in providing theServices have the necessary skills and qualifications.
i) Comply with the Customer's reasonable security and safetyregulations when accessing the Facility, provided that such regulations havebeen communicated to the Supplier in advance.
10.2 In theLeasing Model, the Supplier also undertakes to:
a) Pay the agreed lease fee to the Customer in accordancewith the Main Agreement.
b) Maintain the Facility in good condition, with theexception of normal wear and tear.
c) Not make any material changes to the Facility without theCustomer's prior written consent.
d) Return the Facility to the Customer in good condition,with the exception of normal wear and tear, upon the termination of theAgreement.
10.3 In theManagement Model, the Supplier also undertakes to:
a) Manage the Facility on behalf of the Customer inaccordance with the terms and conditions set forth in the Agreement.
b) Collect parking fees on behalf of the Customer andtransfer them to the Customer in accordance with the Main Agreement.
c) Provide the Customer with regular reports on themanagement of the Facility, as specified in the Service Level Agreement (SLA).
11.1 TheCustomer undertakes to:
a) Provide the Supplier with access to the Facility to theextent necessary for the Supplier to fulfill its obligations under theAgreement.
b) Provide the Supplier with the information anddocumentation necessary for the Supplier to fulfill its obligations under theAgreement.
c) Appoint a contact person who shall be responsible for thecommunication with the Supplier.
d) Pay the agreed fees to the Supplier in accordance withthe Main Agreement.
e) Obtain and maintain all necessary permits and approvalsfor the Facility and the Services.
f) Inform the Supplier of any changes to the Facility thatmay affect the Supplier's provision of the Services.
g) Not enter into agreements with third parties regardingservices that compete with the Services during the term of the Agreement.
h) Comply with applicable laws and regulations relating tothe Facility.
11.2 In theLeasing Model, the Customer also undertakes to:
a) Ensure that the Supplier has exclusive right to use theFacility during the term of the Agreement.
b) Ensure that the Facility is in good condition at thecommencement of the Agreement.
c) Maintain the structural elements of the Facility,including but not limited to the foundation, load-bearing structures, and roof.
d) Maintain insurance coverage for the Facility.
11.3 In theManagement Model, the Customer also undertakes to:
a) Grant the Supplier the right to manage the Facility onbehalf of the Customer during the term of the Agreement.
b) Maintain the Facility in good condition.
c) Bear the costs for the operation and maintenance of theFacility, unless otherwise agreed.
d) Maintain insurance coverage for the Facility.
12.1 TheSupplier has the right to use subcontractors for the provision of the Services.
12.2 TheSupplier is responsible for the subcontractors' work as if it were theSupplier's own work.
12.3 TheSupplier shall ensure that the subcontractors comply with the terms andconditions of the Agreement.
12.4 TheSupplier shall inform the Customer of any subcontractors used for the provisionof the Services.
13.1 AllIntellectual Property Rights to the Platform, including but not limited tosoftware, design, and documentation, belong to the Supplier or its licensors.
13.2 TheCustomer receives a non-exclusive, non-transferable right to use the Platformduring the term of the Agreement and only for the intended purpose.
13.3 TheCustomer may not:
a) Copy, modify, adapt, or otherwise alter the software inthe Platform.
b) Decompile, disassemble, or otherwise perform"reverse engineering" on the software in the Platform.
c) Grant sublicenses, rent, lend, or otherwise make thesoftware in the Platform available to third parties.
d) Remove, alter, or obscure copyright notices, trademarks,or other proprietary notices on the Platform.
13.4 If thePlatform contains software from third parties, the use of such software may besubject to separate license terms. Such license terms shall be provided to theCustomer, and the Customer undertakes to comply with them.
13.5 TheSupplier has the right to use anonymized and aggregated data from the Facilityfor statistical purposes, improvement of the Services, and development of newservices.
14.1 EachParty is the data controller for its respective processing of personal data.
14.2 To theextent that the Supplier processes personal data on behalf of the Customer, theSupplier is the data processor and the Customer is the data controller. Suchprocessing is regulated in the data processing agreement that constitutesAppendix 6 to the Main Agreement.
14.3 EachParty undertakes to comply with applicable data protection legislation,including but not limited to the General Data Protection Regulation (EU)2016/679 (GDPR).
15.1 EachParty undertakes not to disclose Confidential Information to third partieswithout the other Party's prior written consent.
15.2"Confidential Information" refers to any information, whethertechnical, commercial, or of any other nature, regardless of whether theinformation is documented or not, which is disclosed by one Party to the otherParty in connection with the Agreement and which is marked as confidential orwhich the receiving Party should reasonably understand is confidential.
15.3 Theconfidentiality obligation does not apply to information that:
a) Is or becomes publicly available without breach of theAgreement.
b) The receiving Party can demonstrate was already known tothe receiving Party before it was received from the disclosing Party.
c) The receiving Party has received from a third partywithout restriction on disclosure.
d) The receiving Party is required to disclose by law, courtorder, or decision by a public authority.
15.4 Theconfidentiality obligation applies during the term of the Agreement and for aperiod of three (3) years thereafter.
16.1 TheSupplier is liable for damage caused by the Supplier's negligence in connectionwith the provision of the Services.
16.2 TheSupplier is not liable for:
a) Indirect damage or consequential damage, such as loss ofprofit, production loss, or third-party claims.
b) Damage caused by the Customer or a third party for whomthe Customer is responsible.
c) Damage caused by circumstances beyond the Supplier'scontrol, such as power outages, internet outages, or other force majeureevents.
d) Damage caused by the Customer's failure to fulfill itsobligations under the Agreement.
e) Damage caused by the Customer's use of the Services inviolation of the Agreement or the Supplier's instructions.
f) Damage caused by changes to the Services made by theCustomer or a third party without the Supplier's approval.
16.3 TheSupplier's total liability for damage under the Agreement is limited to anamount corresponding to twenty-five (25) percent of the fees paid by theCustomer to the Supplier during the twelve (12) months preceding the damage,but not more than five hundred thousand (500,000) SEK.
16.4 Thelimitations of liability in this Section 16 do not apply in the event of damagecaused by intent or gross negligence.
16.5 Claimsfor damages must be made in writing no later than six (6) months after theinjured Party became aware of or should have become aware of the circumstanceson which the claim is based. If a claim is not made within this time, the rightto make the claim is forfeited.
17.1 A Partyis released from the consequences of failure to fulfill a certain obligationunder this Agreement if the failure is due to a circumstance beyond the Party'scontrol that prevents the fulfillment thereof, such as war, terrorist act,natural disaster, epidemic, pandemic, strike, lockout, blockade, fire,explosion, flood, major computer failure, sabotage, or government action("Force Majeure").
17.2 A Partyinvoking Force Majeure shall:
a) Immediately notify the other Party in writing of theoccurrence thereof and of its cessation.
b) Take reasonable measures to limit the effects of ForceMajeure.
17.3 As soonas the obstacle ceases, the obligation shall be fulfilled in the agreed manner.
17.4 If thefulfillment of the Agreement is substantially prevented for a period longerthan three (3) months due to Force Majeure, either Party has the right toterminate the Agreement without liability for compensation.
18.1 TheseGeneral Terms and Conditions apply as long as the Main Agreement is in force.
18.2 In theevent of material breach of these General Terms and Conditions by either Party,the other Party has the right to terminate the Agreement with immediate effectif the breaching Party has not remedied the breach within thirty (30) daysafter receiving written notice thereof.
19.1 A Partymay not assign its rights or obligations under this Agreement without the otherParty's written consent.
19.2Notwithstanding Section 19.1, the Supplier has the right to assign theAgreement without the Customer's consent to another company within the samegroup as the Supplier or to a third party in connection with a transfer of allor substantial parts of the Supplier's business.
20.1Amendments and additions to these General Terms and Conditions shall be made inaccordance with Section 2.4 and 2.5.
21.1 All notices under this Agreement shall be in writingand sent to the Parties' contact persons as specified in the Main Agreement.
21.2 A notice shall be deemed to have been received by therecipient:
a) Upon delivery by hand: at the time of delivery
b) By registered mail: three (3) business days after dispatch
c) By email: upon receipt of confirmation that the messagehas been received or, if such confirmation is not received, upon dispatch ifthe sender does not receive a message that the email could not be delivered
22.1 The Main Agreement, including all appendices,constitutes the Parties' complete regulation of all matters that the Agreementconcerns. All written or oral commitments and undertakings preceding theAgreement are replaced by the content of the Main Agreement and its appendices.
23.1 Disputes arising from this Agreement shall be settledby the general court with the Stockholm District Court as the first instance.
23.2 Swedish law shall apply to this Agreement.
In these General Terms and Conditions, the following termsshall have the meanings set forth below:
1.1 **Agreement**:refers to the Main Agreement between the Parties including all appendices,applicable General Terms and Conditions, and Special Terms and Conditions.
1.2 **API**:refers to Application Programming Interface, a set of rules and specificationsthat allows software programs to communicate with each other.
1.3 **APIDocumentation**: refers to the documentation that describes how to use the API,including but not limited to technical specifications, authentication methods,and example code.
1.4 **APIKey**: refers to a unique identifier used to authenticate a user, developer, orcalling program to an API.
1.5 **Data**:refers to all information processed in the Platform, including but not limitedto parking data, user data, and transaction data.
1.6**Facility**: refers to the parking area(s) with associated infrastructurecovered by the Agreement, as specified in Appendix 1 to the Main Agreement.
1.7 **GeneralTerms and Conditions**: refers to these general terms and conditions for system(platform, API, integrations).
1.8**Integration**: refers to the connection between the Platform and athird-party system.
1.9**Intellectual Property Rights**: refers to all intellectual property rightsincluding but not limited to copyright, patent rights, trademark rights, designrights, trade secrets, know-how, and other similar rights, whether registeredor not.
1.10 **MainAgreement**: refers to the main agreement that has been entered into betweenthe Parties and to which these General Terms and Conditions constitute anappendix.
1.11**Party**: refers to the Supplier or the Customer individually.
1.12**Parties**: refers to the Supplier and the Customer jointly.
1.13**Platform**: refers to the Supplier's digital platform for managing parkingservices, including but not limited to mobile application, web portal,administration interface, and underlying systems.
1.14**Service Level Agreement (SLA)**: refers to the agreed service levels that theSupplier shall maintain when providing the Services, as specified in Appendix 3to the Main Agreement.
1.15**Services**: refers to the services provided by the Supplier under theAgreement, including but not limited to access to the Platform, API, andIntegrations.
1.16**Special Terms and Conditions**: refers to the special terms and conditionsthat apply to specific Services, as specified in Appendix 4 to the MainAgreement.
1.17**Supplier**: refers to Parkit Sweden AB, reg. no. 559301-5968.
1.18**Customer**: refers to the legal or natural person specified as Customer inthe Main Agreement.
1.19**User**: refers to a person who uses the Platform on behalf of the Customer.
2.1 TheseGeneral Terms and Conditions constitute an integral part of the Agreementbetween the Parties and regulate the Supplier's provision of the Platform, API,and Integrations to the Customer.
2.2 In theevent of any discrepancies between the Main Agreement and these General Termsand Conditions, the Main Agreement shall take precedence.
2.3 In theevent of any discrepancies between these General Terms and Conditions and anySpecial Terms and Conditions, the Special Terms and Conditions shall takeprecedence.
2.4 TheSupplier reserves the right to amend these General Terms and Conditions at anytime. Amendments shall enter into force thirty (30) days after the Supplier hasnotified the Customer of the amendments. It is the Customer's responsibility tokeep informed of the current version of the General Terms and Conditions viathe Supplier's website.
2.5 If theCustomer does not accept the amendments to the General Terms and Conditions,the Customer has the right to terminate the Agreement with thirty (30) days'notice by written notification to the Supplier within thirty (30) days fromwhen the amendments were notified.
3.1 TheSupplier shall provide the Customer with access to the Platform in accordancewith the Agreement and these General Terms and Conditions.
3.2 ThePlatform includes:
a) **Mobile application**: Application for mobile devicesthat allows Users to manage parking.
b) **Web portal**: Web-based interface that allows Users tomanage parking.
c) **Administration interface**: Web-based interface thatallows Users to administer the Platform.
d) **Underlying systems**: Systems that support thefunctionality of the Platform.
3.3 Thespecific functionality and features of the Platform are specified in Appendix 5to the Main Agreement.
3.4 TheSupplier shall provide the Platform in accordance with the Service LevelAgreement (SLA) specified in Appendix 3 to the Main Agreement.
3.5 TheSupplier has the right to make changes to the Platform, provided that suchchanges do not materially reduce the functionality or performance of thePlatform.
3.6 TheSupplier shall notify the Customer of material changes to the Platform inadvance.
4.1 TheSupplier shall provide the Customer with access to the API in accordance withthe Agreement and these General Terms and Conditions.
4.2 The APIallows the Customer to:
a) **Retrieve data**: Retrieve Data from the Platform.
b) **Submit data**: Submit Data to the Platform.
c) **Perform operations**: Perform operations on thePlatform.
4.3 Thespecific functionality and features of the API are specified in the APIDocumentation.
4.4 TheSupplier shall provide the API in accordance with the Service Level Agreement(SLA) specified in Appendix 3 to the Main Agreement.
4.5 TheSupplier has the right to make changes to the API, provided that such changesdo not materially reduce the functionality or performance of the API.
4.6 TheSupplier shall notify the Customer of material changes to the API in advance.
4.7 TheCustomer shall use the API in accordance with the API Documentation and theSupplier's instructions.
4.8 TheCustomer shall not:
a) Use the API in a way that could damage, disable, overburden,or impair the Platform.
b) Use the API to transmit any viruses, worms, defects,Trojan horses, or any items of a destructive nature.
c) Use the API to infringe the Intellectual Property Rightsof the Supplier or any third party.
d) Use the API to transmit any unlawful, harassing,libelous, abusive, threatening, harmful, vulgar, obscene, or otherwiseobjectionable material.
e) Use the API to transmit any material that encouragesconduct that could constitute a criminal offense, give rise to civil liability,or otherwise violate any applicable law or regulation.
4.9 TheSupplier has the right to monitor the Customer's use of the API to ensurecompliance with the Agreement.
4.10 TheSupplier has the right to limit or suspend the Customer's access to the API ifthe Customer violates the Agreement or if the Customer's use of the API placesan unreasonable load on the Platform.
5.1 TheSupplier shall provide the Customer with Integrations in accordance with theAgreement and these General Terms and Conditions.
5.2 TheIntegrations allow the Platform to connect with third-party systems, such as:
a) **Payment systems**: Systems for processing payments.
b) **Accounting systems**: Systems for accounting andfinancial management.
c) **Customer relationship management (CRM) systems**:Systems for managing customer relationships.
d) **Other systems**: As specified in Appendix 5 to the MainAgreement.
5.3 Thespecific Integrations to be provided are specified in Appendix 5 to the MainAgreement.
5.4 TheSupplier shall provide the Integrations in accordance with the Service LevelAgreement (SLA) specified in Appendix 3 to the Main Agreement.
5.5 TheSupplier has the right to make changes to the Integrations, provided that suchchanges do not materially reduce the functionality or performance of theIntegrations.
5.6 TheSupplier shall notify the Customer of material changes to the Integrations inadvance.
5.7 TheCustomer is responsible for ensuring that the third-party systems with whichthe Platform is integrated are compatible with the Platform and that theCustomer has the right to integrate these systems with the Platform.
5.8 TheSupplier is not responsible for the functionality, performance, or availabilityof third-party systems with which the Platform is integrated.
6.1 TheSupplier shall provide the Customer with User accounts for the Platform.
6.2 TheCustomer is responsible for:
a) Creating and managing User accounts.
b) Ensuring that Users comply with the Agreement and theseGeneral Terms and Conditions.
c) Ensuring that User account credentials are kept secureand confidential.
d) Notifying the Supplier immediately if the Customerbecomes aware of any unauthorized use of User accounts.
6.3 TheCustomer shall ensure that Users:
a) Do not share User account credentials with others.
b) Do not use the Platform in a way that could damage,disable, overburden, or impair the Platform.
c) Do not use the Platform to transmit any viruses, worms,defects, Trojan horses, or any items of a destructive nature.
d) Do not use the Platform to infringe the IntellectualProperty Rights of the Supplier or any third party.
e) Do not use the Platform to transmit any unlawful,harassing, libelous, abusive, threatening, harmful, vulgar, obscene, orotherwise objectionable material.
f) Do not use the Platform to transmit any material thatencourages conduct that could constitute a criminal offense, give rise to civilliability, or otherwise violate any applicable law or regulation.
6.4 TheSupplier has the right to suspend or terminate User accounts if Users violatethe Agreement or these General Terms and Conditions.
7.1 ThePlatform processes various types of Data, including but not limited to:
a) **Parking data**: Data related to parking, such asparking times, locations, and fees.
b) **User data**: Data related to Users, such as names,contact information, and login credentials.
c) **Transaction data**: Data related to transactions, suchas payment information and receipts.
d) **Other data**: As specified in Appendix 5 to the MainAgreement.
7.2 Theownership of Data is regulated as follows:
a) **Customer Data**: Data provided by the Customer orgenerated by the Customer's use of the Platform belongs to the Customer.
b) **Supplier Data**: Data generated by the Supplier inconnection with the provision of the Services belongs to the Supplier.
c) **Third-party Data**: Data provided by third partiesbelongs to the respective third party, unless otherwise agreed.
7.3 TheCustomer grants the Supplier a non-exclusive, worldwide, royalty-free licenseto use Customer Data for the purpose of providing the Services and for theother purposes specified in the Agreement.
7.4 TheSupplier grants the Customer a non-exclusive, worldwide, royalty-free licenseto use Supplier Data for the purpose of using the Services and for the otherpurposes specified in the Agreement.
7.5 TheSupplier has the right to use anonymized and aggregated Data for statisticalpurposes, improvement of the Services, and development of new services.
7.6 TheSupplier shall implement and maintain appropriate technical and organizationalmeasures to protect Data against unauthorized or unlawful processing andagainst accidental loss, destruction, or damage.
7.7 TheSupplier shall not disclose Data to third parties without the Customer'sconsent, except as required by law or as necessary for the provision of theServices.
7.8 Upontermination of the Agreement, the Supplier shall:
a) Return all Customer Data to the Customer in a commonlyused electronic format.
b) Delete all Customer Data from the Supplier's systems,except as required by law or as necessary for the Supplier's legitimateinterests.
8.1 EachParty is the data controller for its respective processing of personal data.
8.2 To theextent that the Supplier processes personal data on behalf of the Customer, theSupplier is the data processor and the Customer is the data controller. Suchprocessing is regulated in the data processing agreement that constitutesAppendix 6 to the Main Agreement.
8.3 EachParty undertakes to comply with applicable data protection legislation,including but not limited to the General Data Protection Regulation (EU)2016/679 (GDPR).
8.4 TheCustomer is responsible for:
a) Ensuring that there is a legal basis for the processingof personal data in connection with the Services.
b) Informing the data subjects about the processing ofpersonal data in connection with the Services in accordance with applicabledata protection legislation.
c) Handling requests from data subjects regarding theirrights under applicable data protection legislation.
d) Conducting a data protection impact assessment if such isrequired under applicable data protection legislation.
8.5 TheSupplier is responsible for:
a) Implementing and maintaining appropriate technical andorganizational security measures to protect personal data in connection withthe Services.
b) Assisting the Customer in fulfilling its obligationsunder applicable data protection legislation, to the extent possibleconsidering the nature of the processing and the information available to theSupplier.
c) Deleting or returning all personal data to the Customerafter the termination of the Agreement, according to the Customer's choice.
9.1 TheSupplier shall implement and maintain appropriate technical and organizationalsecurity measures to protect the Platform, API, Integrations, and Data.
9.2 Thesecurity measures shall include, but are not limited to:
a) **Access control**: Measures to control access to thePlatform, API, and Integrations.
b) **Authentication**: Measures to authenticate Users andsystems.
c) **Encryption**: Measures to encrypt Data in transit andat rest.
d) **Backup**: Measures to back up Data.
e) **Monitoring**: Measures to monitor the Platform, API,and Integrations for security incidents.
f) **Incident response**: Measures to respond to securityincidents.
9.3 Thespecific security measures to be implemented are specified in Appendix 5 to theMain Agreement.
9.4 TheSupplier shall regularly review and update the security measures to ensure thatthey remain appropriate and effective.
9.5 TheSupplier shall notify the Customer of security incidents that affect theCustomer's Data without undue delay.
9.6 TheCustomer shall implement and maintain appropriate security measures for its ownsystems and networks that connect to the Platform, API, and Integrations.
9.7 TheCustomer shall notify the Supplier of security incidents that may affect thePlatform, API, or Integrations without undue delay.
10.1 TheSupplier shall ensure that the Platform, API, and Integrations are available inaccordance with the Service Level Agreement (SLA) specified in Appendix 3 tothe Main Agreement.
10.2 TheSupplier has the right to perform maintenance on the Platform, API, andIntegrations.
10.3 TheSupplier shall notify the Customer of planned maintenance in advance.
10.4 TheSupplier shall perform maintenance in a way that minimizes disruption to theCustomer's use of the Platform, API, and Integrations.
10.5 TheSupplier shall provide the Customer with support for the Platform, API, andIntegrations in accordance with the Service Level Agreement (SLA).
11.1 TheSupplier undertakes to:
a) Provide the Platform, API, and Integrations in accordancewith the Agreement and these General Terms and Conditions.
b) Provide the Services with the skill, care, and diligencethat can be expected of a professional supplier in the industry.
c) Comply with applicable laws, regulations, and industrystandards when providing the Services.
d) Maintain the Service Level Agreement (SLA) specified inAppendix 3 to the Main Agreement.
e) Appoint a contact person who shall be responsible for thecommunication with the Customer.
f) Regularly report to the Customer on the performance ofthe Services, as specified in the Service Level Agreement (SLA).
g) Maintain adequate insurance coverage for the Servicesprovided.
h) Ensure that all personnel involved in providing theServices have the necessary skills and qualifications.
12.1 TheCustomer undertakes to:
a) Use the Platform, API, and Integrations in accordancewith the Agreement, these General Terms and Conditions, and the Supplier'sinstructions.
b) Provide the Supplier with the information anddocumentation necessary for the Supplier to fulfill its obligations under theAgreement.
c) Appoint a contact person who shall be responsible for thecommunication with the Supplier.
d) Pay the agreed fees to the Supplier in accordance withthe Main Agreement.
e) Ensure that Users comply with the Agreement and theseGeneral Terms and Conditions.
f) Not use the Platform, API, or Integrations in a way thatcould damage, disable, overburden, or impair them.
g) Not use the Platform, API, or Integrations to infringethe Intellectual Property Rights of the Supplier or any third party.
h) Not use the Platform, API, or Integrations to transmitany unlawful, harassing, libelous, abusive, threatening, harmful, vulgar,obscene, or otherwise objectionable material.
i) Not use the Platform, API, or Integrations to transmitany material that encourages conduct that could constitute a criminal offense,give rise to civil liability, or otherwise violate any applicable law orregulation.
13.1 TheSupplier has the right to use subcontractors for the provision of the Services.
13.2 TheSupplier is responsible for the subcontractors' work as if it were theSupplier's own work.
13.3 TheSupplier shall ensure that the subcontractors comply with the terms andconditions of the Agreement.
13.4 TheSupplier shall inform the Customer of any subcontractors used for the provisionof the Services.
14.1 AllIntellectual Property Rights to the Platform, API, and Integrations, includingbut not limited to software, design, and documentation, belong to the Supplieror its licensors.
14.2 TheCustomer receives a non-exclusive, non-transferable right to use the Platform,API, and Integrations during the term of the Agreement and only for theintended purpose.
14.3 TheCustomer may not:
a) Copy, modify, adapt, or otherwise alter the software inthe Platform, API, or Integrations.
b) Decompile, disassemble, or otherwise perform"reverse engineering" on the software in the Platform, API, orIntegrations.
c) Grant sublicenses, rent, lend, or otherwise make thesoftware in the Platform, API, or Integrations available to third parties.
d) Remove, alter, or obscure copyright notices, trademarks,or other proprietary notices on the Platform, API, or Integrations.
14.4 If thePlatform, API, or Integrations contain software from third parties, the use ofsuch software may be subject to separate license terms. Such license termsshall be provided to the Customer, and the Customer undertakes to comply withthem.
14.5 TheSupplier has the right to use anonymized and aggregated data from the Platformfor statistical purposes, improvement of the Services, and development of newservices.
15.1 EachParty undertakes not to disclose Confidential Information to third partieswithout the other Party's prior written consent.
15.2"Confidential Information" refers to any information, whethertechnical, commercial, or of any other nature, regardless of whether theinformation is documented or not, which is disclosed by one Party to the otherParty in connection with the Agreement and which is marked as confidential orwhich the receiving Party should reasonably understand is confidential.
15.3 Theconfidentiality obligation does not apply to information that:
a) Is or becomes publicly available without breach of theAgreement.
b) The receiving Party can demonstrate was already known tothe receiving Party before it was received from the disclosing Party.
c) The receiving Party has received from a third partywithout restriction on disclosure.
d) The receiving Party is required to disclose by law, courtorder, or decision by a public authority.
15.4 Theconfidentiality obligation applies during the term of the Agreement and for aperiod of three (3) years thereafter.
16.1 TheSupplier is liable for damage caused by the Supplier's negligence in connectionwith the provision of the Services.
16.2 TheSupplier is not liable for:
a) Indirect damage or consequential damage, such as loss ofprofit, production loss, or third-party claims.
b) Damage caused by the Customer or a third party for whomthe Customer is responsible.
c) Damage caused by circumstances beyond the Supplier'scontrol, such as power outages, internet outages, or other force majeureevents.
d) Damage caused by the Customer's failure to fulfill itsobligations under the Agreement.
e) Damage caused by the Customer's use of the Services inviolation of the Agreement or the Supplier's instructions.
f) Damage caused by changes to the Services made by theCustomer or a third party without the Supplier's approval.
g) Damage caused by third-party systems with which thePlatform is integrated.
16.3 TheSupplier's total liability for damage under the Agreement is limited to anamount corresponding to twenty-five (25) percent of the fees paid by theCustomer to the Supplier during the twelve (12) months preceding the damage,but not more than five hundred thousand (500,000) SEK.
16.4 Thelimitations of liability in this Section 16 do not apply in the event of damagecaused by intent or gross negligence.
16.5 Claimsfor damages must be made in writing no later than six (6) months after theinjured Party became aware of or should have become aware of the circumstanceson which the claim is based. If a claim is not made within this time, the rightto make the claim is forfeited.
17.1 A Partyis released from the consequences of failure to fulfill a certain obligationunder this Agreement if the failure is due to a circumstance beyond the Party'scontrol that prevents the fulfillment thereof, such as war, terrorist act,natural disaster, epidemic, pandemic, strike, lockout, blockade, fire,explosion, flood, major computer failure, sabotage, or government action("Force Majeure").
17.2 A Partyinvoking Force Majeure shall:
a) Immediately notify the other Party in writing of theoccurrence thereof and of its cessation.
b) Take reasonable measures to limit the effects of ForceMajeure.
17.3 As soonas the obstacle ceases, the obligation shall be fulfilled in the agreed manner.
17.4 If thefulfillment of the Agreement is substantially prevented for a period longerthan three (3) months due to Force Majeure, either Party has the right toterminate the Agreement without liability for compensation.
18.1 TheseGeneral Terms and Conditions apply as long as the Main Agreement is in force.
18.2 In theevent of material breach of these General Terms and Conditions by either Party,the other Party has the right to terminate the Agreement with immediate effectif the breaching Party has not remedied the breach within thirty (30) daysafter receiving written notice thereof.
19.1 A Partymay not assign its rights or obligations under this Agreement without the otherParty's written consent.
19.2Notwithstanding Section 19.1, the Supplier has the right to assign theAgreement without the Customer's consent to another company within the samegroup as the Supplier or to a third party in connection with a transfer of allor substantial parts of the Supplier's business.
20.1Amendments and additions to these General Terms and Conditions shall be made inaccordance with Section 2.4 and 2.5.
21.1 Disputes arising from this Agreement shall be settledby the general court with the Stockholm District Court as the first instance.
21.2 Swedish law shall apply to this Agreement.
In these General Terms and Conditions, the following termsshall have the meanings set forth below:
1.1**Agreement**: refers to the Main Agreement between the Parties including allappendices, applicable General Terms and Conditions, and Special Terms andConditions.
1.2 **App**:refers to the Supplier's mobile application for parking services.
1.3 **AppStore**: refers to digital distribution platforms for mobile apps, such asApple App Store and Google Play Store.
1.4**Device**: refers to a mobile device, such as a smartphone or tablet, on whichthe App is installed.
1.5 **EndUser**: refers to a person who uses the App to park at the Facility.
1.6**Facility**: refers to the parking area(s) with associated infrastructurecovered by the Agreement, as specified in Appendix 1 to the Main Agreement.
1.7 **GeneralTerms and Conditions**: refers to these general terms and conditions for appand mobile usage.
1.8**Intellectual Property Rights**: refers to all intellectual property rightsincluding but not limited to copyright, patent rights, trademark rights, designrights, trade secrets, know-how, and other similar rights, whether registeredor not.
1.9**Location Data**: refers to data about the geographical position of a Deviceor End User.
1.10 **MainAgreement**: refers to the main agreement that has been entered into betweenthe Parties and to which these General Terms and Conditions constitute anappendix.
1.11 **MobilePayment**: refers to payment for parking through the App.
1.12**Notification**: refers to a message sent to a Device through the App.
1.13**Party**: refers to the Supplier or the Customer individually.
1.14**Parties**: refers to the Supplier and the Customer jointly.
1.15**Platform**: refers to the Supplier's digital platform for managing parkingservices, including but not limited to mobile application, web portal,administration interface, and underlying systems.
1.16**Service Level Agreement (SLA)**: refers to the agreed service levels that theSupplier shall maintain when providing the Services, as specified in Appendix 3to the Main Agreement.
1.17**Services**: refers to the services provided by the Supplier under theAgreement, including but not limited to the App and Mobile Payment.
1.18**Special Terms and Conditions**: refers to the special terms and conditionsthat apply to specific Services, as specified in Appendix 4 to the MainAgreement.
1.19**Supplier**: refers to Parkit Sweden AB, reg. no. 559301-5968.
1.20**Customer**: refers to the legal or natural person specified as Customer inthe Main Agreement.
2.1 TheseGeneral Terms and Conditions constitute an integral part of the Agreementbetween the Parties and regulate the Supplier's provision of the App and MobilePayment to the Customer.
2.2 In theevent of any discrepancies between the Main Agreement and these General Termsand Conditions, the Main Agreement shall take precedence.
2.3 In theevent of any discrepancies between these General Terms and Conditions and anySpecial Terms and Conditions, the Special Terms and Conditions shall takeprecedence.
2.4 TheSupplier reserves the right to amend these General Terms and Conditions at anytime. Amendments shall enter into force thirty (30) days after the Supplier hasnotified the Customer of the amendments. It is the Customer's responsibility tokeep informed of the current version of the General Terms and Conditions viathe Supplier's website.
2.5 If theCustomer does not accept the amendments to the General Terms and Conditions,the Customer has the right to terminate the Agreement with thirty (30) days'notice by written notification to the Supplier within thirty (30) days fromwhen the amendments were notified.
3.1 TheSupplier shall provide the App in accordance with the Agreement and theseGeneral Terms and Conditions.
3.2 The Appincludes:
a) **Parking functionality**: Functionality for starting,stopping, and paying for parking.
b) **Account management**: Functionality for managing EndUser accounts, payment methods, and parking history.
c) **Map functionality**: Functionality for finding andnavigating to parking facilities.
d) **Notification functionality**: Functionality for sendingNotifications to End Users.
e) **Other functionality**: As specified in Appendix 5 tothe Main Agreement.
3.3 Thespecific functionality and features of the App are specified in Appendix 5 tothe Main Agreement.
3.4 TheSupplier shall provide the App in accordance with the Service Level Agreement(SLA) specified in Appendix 3 to the Main Agreement.
3.5 TheSupplier has the right to make changes to the App, provided that such changesdo not materially reduce the functionality or performance of the App.
3.6 TheSupplier shall notify the Customer of material changes to the App in advance.
4.1 The Appshall be distributed through App Stores.
4.2 TheSupplier is responsible for:
a) Developing and maintaining the App.
b) Submitting the App to App Stores.
c) Ensuring that the App complies with the requirements ofApp Stores.
d) Updating the App when necessary.
4.3 TheCustomer is responsible for:
a) Promoting the App to End Users.
b) Providing End Users with information about how to downloadand install the App.
c) Providing End Users with support for using the App,unless otherwise agreed.
4.4 End Usersare responsible for:
a) Downloading and installing the App on their Devices.
b) Ensuring that their Devices meet the minimum requirementsfor running the App.
c) Keeping the App updated to the latest version.
4.5 The Appis available for the operating systems specified in Appendix 5 to the MainAgreement.
4.6 Theminimum requirements for running the App are specified in Appendix 5 to theMain Agreement.
5.1 End Usersmust create an account to use the App.
5.2 Theaccount creation process includes:
a) **Registration**: End Users must provide certaininformation, such as name, email address, and phone number.
b) **Verification**: End Users must verify their emailaddress or phone number.
c) **Payment method**: End Users must register a paymentmethod for Mobile Payment.
d) **Terms acceptance**: End Users must accept the terms andconditions for using the App.
5.3 Thespecific account creation process is specified in Appendix 5 to the MainAgreement.
5.4 TheSupplier is responsible for:
a) Providing a secure and user-friendly account creationprocess.
b) Storing End User account information securely.
c) Providing functionality for End Users to manage theiraccounts.
5.5 End Usersare responsible for:
a) Providing accurate and complete information when creatingan account.
b) Keeping their account credentials secure.
c) Updating their account information when necessary.
d) Complying with the terms and conditions for using theApp.
5.6 TheSupplier has the right to suspend or terminate End User accounts if End Usersviolate the terms and conditions for using the App.
6.1 The Appincludes functionality for Mobile Payment.
6.2 MobilePayment allows End Users to:
a) **Start parking**: Start a parking session and pay for itthrough the App.
b) **Stop parking**: Stop a parking session and pay for theactual parking time.
c) **Extend parking**: Extend a parking session and pay forthe additional time.
d) **View history**: View the history of parking sessionsand payments.
e) **Receive receipts**: Receive receipts for parkingpayments.
6.3 Thespecific functionality and features of Mobile Payment are specified in Appendix5 to the Main Agreement.
6.4 TheSupplier is responsible for:
a) Providing a secure and reliable Mobile Payment system.
b) Processing Mobile Payments in accordance with applicablelaws, regulations, and industry standards.
c) Providing End Users with receipts for Mobile Payments.
d) Handling refunds when necessary.
6.5 End Usersare responsible for:
a) Registering a valid payment method.
b) Ensuring that they have sufficient funds to pay forparking.
c) Starting and stopping parking sessions correctly.
d) Paying for parking in accordance with the applicableparking regulations.
6.6 TheSupplier has the right to charge End Users for Mobile Payment in accordancewith the pricing specified in Appendix 5 to the Main Agreement.
6.7 TheSupplier shall transfer the parking fees collected through Mobile Payment tothe Customer in accordance with the Main Agreement.
7.1 The Appmay collect and process Location Data.
7.2 LocationData may be used for:
a) **Finding parking**: Helping End Users find parkingfacilities near their current location.
b) **Navigation**: Helping End Users navigate to parkingfacilities.
c) **Automatic start and stop**: Automatically starting andstopping parking sessions based on the End User's location.
d) **Fraud prevention**: Preventing fraudulent use of theApp.
e) **Other purposes**: As specified in Appendix 5 to theMain Agreement.
7.3 Thespecific use of Location Data is specified in Appendix 5 to the Main Agreement.
7.4 TheSupplier is responsible for:
a) Collecting and processing Location Data in accordancewith applicable data protection legislation.
b) Informing End Users about the collection and processingof Location Data.
c) Obtaining End Users' consent for the collection andprocessing of Location Data when required by applicable data protectionlegislation.
d) Implementing appropriate security measures to protectLocation Data.
7.5 End Usershave the right to:
a) Choose whether to allow the App to collect and process LocationData.
b) Withdraw their consent for the collection and processingof Location Data at any time.
c) Request access to, rectification of, or erasure of theirLocation Data.
7.6 TheSupplier shall not disclose Location Data to third parties without the EndUser's consent, except as required by law or as necessary for the provision ofthe Services.
8.1 The Appmay send Notifications to End Users.
8.2Notifications may include:
a) **Parking reminders**: Reminders about ongoing parkingsessions.
b) **Parking expiry**: Notifications when parking sessionsare about to expire.
c) **Payment confirmations**: Confirmations of MobilePayments.
d) **Account updates**: Updates about the End User'saccount.
e) **App updates**: Information about updates to the App.
f) **Marketing**: Marketing messages about the Supplier'sproducts and services.
g) **Other notifications**: As specified in Appendix 5 tothe Main Agreement.
8.3 Thespecific types of Notifications to be sent are specified in Appendix 5 to theMain Agreement.
8.4 TheSupplier is responsible for:
a) Sending Notifications in accordance with applicable laws,regulations, and industry standards.
b) Informing End Users about the types of Notifications thatmay be sent.
c) Providing End Users with the ability to manage theirNotification preferences.
8.5 End Usershave the right to:
a) Choose which types of Notifications they want to receive.
b) Opt out of receiving certain types of Notifications.
c) Disable Notifications from the App entirely.
8.6 TheSupplier shall not send marketing Notifications to End Users without theirconsent.
9.1 The Appcollects and processes various types of data, including but not limited to:
a) **Account data**: Data related to End User accounts, suchas names, email addresses, and phone numbers.
b) **Payment data**: Data related to payment methods andtransactions.
c) **Location data**: Data about the geographical positionof Devices or End Users.
d) **Usage data**: Data about how End Users use the App.
e) **Device data**: Data about the Devices on which the Appis installed.
f) **Other data**: As specified in Appendix 5 to the MainAgreement.
9.2 Thespecific types of data collected and processed are specified in Appendix 5 tothe Main Agreement.
9.3 TheSupplier is responsible for:
a) Collecting and processing data in accordance withapplicable data protection legislation.
b) Informing End Users about the collection and processingof data.
c) Obtaining End Users' consent for the collection andprocessing of data when required by applicable data protection legislation.
d) Implementing appropriate security measures to protectdata.
e) Providing End Users with access to their data.
f) Rectifying inaccurate data.
g) Erasing data when requested by End Users, unless there isa legal basis for continued processing.
9.4 End Usershave the right to:
a) Request access to their data.
b) Request rectification of inaccurate data.
c) Request erasure of their data.
d) Request restriction of processing of their data.
e) Object to processing of their data.
f) Request data portability.
9.5 TheSupplier shall not disclose data to third parties without the End User'sconsent, except as required by law or as necessary for the provision of theServices.
9.6 TheSupplier has the right to use anonymized and aggregated data for statisticalpurposes, improvement of the Services, and development of new services.
10.1 AllIntellectual Property Rights to the App, including but not limited to software,design, and documentation, belong to the Supplier or its licensors.
10.2 EndUsers receive a non-exclusive, non-transferable right to use the App during theterm of the Agreement and only for the intended purpose.
10.3 EndUsers may not:
a) Copy, modify, adapt, or otherwise alter the App.
b) Decompile, disassemble, or otherwise perform"reverse engineering" on the App.
c) Grant sublicenses, rent, lend, or otherwise make the Appavailable to third parties.
d) Remove, alter, or obscure copyright notices, trademarks,or other proprietary notices on the App.
10.4 If theApp contains software from third parties, the use of such software may besubject to separate license terms. Such license terms shall be provided to EndUsers, and End Users undertake to comply with them.
11.1 TheSupplier undertakes to:
a) Provide the App and Mobile Payment in accordance with theAgreement and these General Terms and Conditions.
b) Provide the Services with the skill, care, and diligencethat can be expected of a professional supplier in the industry.
c) Comply with applicable laws, regulations, and industrystandards when providing the Services.
d) Maintain the Service Level Agreement (SLA) specified inAppendix 3 to the Main Agreement.
e) Appoint a contact person who shall be responsible for thecommunication with the Customer.
f) Regularly report to the Customer on the performance ofthe Services, as specified in the Service Level Agreement (SLA).
g) Maintain adequate insurance coverage for the Servicesprovided.
h) Ensure that all personnel involved in providing theServices have the necessary skills and qualifications.
12.1 TheCustomer undertakes to:
a) Provide the Supplier with the information anddocumentation necessary for the Supplier to fulfill its obligations under theAgreement.
b) Appoint a contact person who shall be responsible for thecommunication with the Supplier.
c) Pay the agreed fees to the Supplier in accordance withthe Main Agreement.
d) Inform End Users about the App and how to use it.
e) Provide End Users with support for using the App, unlessotherwise agreed.
f) Not make any statements or representations about the Appthat are inconsistent with the information provided by the Supplier.
g) Not use the App in a way that could damage, disable,overburden, or impair it.
h) Not use the App to infringe the Intellectual PropertyRights of the Supplier or any third party.
i) Not use the App to transmit any unlawful, harassing,libelous, abusive, threatening, harmful, vulgar, obscene, or otherwiseobjectionable material.
13.1 TheSupplier shall provide End User terms and conditions for the App.
13.2 The EndUser terms and conditions shall regulate the relationship between the Supplierand End Users.
13.3 The EndUser terms and conditions shall include provisions on:
a) **License**: The license granted to End Users to use theApp.
b) **Acceptable use**: How End Users may use the App.
c) **Payment**: How Mobile Payment works and the terms forusing it.
d) **Privacy**: How the App collects and processes data.
e) **Intellectual Property Rights**: The IntellectualProperty Rights to the App.
f) **Liability**: The Supplier's liability towards EndUsers.
g) **Termination**: How End Users can terminate their use ofthe App.
h) **Other provisions**: As specified in Appendix 5 to theMain Agreement.
13.4 Thespecific content of the End User terms and conditions is specified in Appendix5 to the Main Agreement.
13.5 EndUsers must accept the End User terms and conditions before using the App.
13.6 TheSupplier has the right to update the End User terms and conditions at any time.
13.7 EndUsers must accept updated End User terms and conditions to continue using theApp.
14.1 TheSupplier shall provide support and maintenance for the App in accordance withthe Service Level Agreement (SLA) specified in Appendix 3 to the MainAgreement.
14.2 Supportand maintenance include:
a) **Bug fixes**: Fixing bugs and errors in the App.
b) **Updates**: Providing updates to the App with newfeatures and improvements.
c) **Security patches**: Providing security patches toaddress vulnerabilities.
d) **Technical support**: Providing technical support to theCustomer.
e) **End User support**: Providing support to End Users, ifagreed.
f) **Other support and maintenance**: As specified inAppendix 5 to the Main Agreement.
14.3 Thespecific support and maintenance services to be provided are specified inAppendix 5 to the Main Agreement.
14.4 TheSupplier shall provide support and maintenance during the hours specified inthe Service Level Agreement (SLA).
14.5 TheSupplier shall respond to support requests within the time specified in theService Level Agreement (SLA).
14.6 TheSupplier shall resolve issues within the time specified in the Service LevelAgreement (SLA).
15.1 TheSupplier shall ensure that the App is available and performs in accordance withthe Service Level Agreement (SLA) specified in Appendix 3 to the MainAgreement.
15.2 Theavailability and performance requirements include:
a) **Uptime**: The percentage of time that the App isavailable for use.
b) **Response time**: The time it takes for the App torespond to user actions.
c) **Transaction processing time**: The time it takes forthe App to process transactions.
d) **Other requirements**: As specified in Appendix 5 to theMain Agreement.
15.3 Thespecific availability and performance requirements are specified in Appendix 5to the Main Agreement.
15.4 TheSupplier shall monitor the availability and performance of the App.
15.5 TheSupplier shall report on the availability and performance of the App inaccordance with the Service Level Agreement (SLA).
15.6 TheSupplier shall take appropriate measures to address availability andperformance issues.
16.1 TheSupplier shall implement and maintain appropriate technical and organizationalsecurity measures to protect the App and the data processed by it.
16.2 Thesecurity measures shall include, but are not limited to:
a) **Access control**: Measures to control access to the Appand its data.
b) **Authentication**: Measures to authenticate End Users.
c) **Encryption**: Measures to encrypt data in transit andat rest.
d) **Backup**: Measures to back up data.
e) **Monitoring**: Measures to monitor the App for securityincidents.
f) **Incident response**: Measures to respond to securityincidents.
g) **Other measures**: As specified in Appendix 5 to theMain Agreement.
16.3 Thespecific security measures to be implemented are specified in Appendix 5 to theMain Agreement.
16.4 TheSupplier shall regularly review and update the security measures to ensure thatthey remain appropriate and effective.
16.5 TheSupplier shall notify the Customer of security incidents that affect the App orthe data processed by it without undue delay.
16.6 TheCustomer shall implement and maintain appropriate security measures for its ownsystems and networks that connect to the App.
16.7 TheCustomer shall notify the Supplier of security incidents that may affect theApp without undue delay.
17.1 EachParty is the data controller for its respective processing of personal data.
17.2 To theextent that the Supplier processes personal data on behalf of the Customer, theSupplier is the data processor and the Customer is the data controller. Suchprocessing is regulated in the data processing agreement that constitutesAppendix 6 to the Main Agreement.
17.3 EachParty undertakes to comply with applicable data protection legislation,including but not limited to the General Data Protection Regulation (EU)2016/679 (GDPR).
18.1 EachParty undertakes not to disclose Confidential Information to third partieswithout the other Party's prior written consent.
18.2"Confidential Information" refers to any information, whethertechnical, commercial, or of any other nature, regardless of whether theinformation is documented or not, which is disclosed by one Party to the otherParty in connection with the Agreement and which is marked as confidential orwhich the receiving Party should reasonably understand is confidential.
18.3 Theconfidentiality obligation does not apply to information that:
a) Is or becomes publicly available without breach of theAgreement.
b) The receiving Party can demonstrate was already known tothe receiving Party before it was received from the disclosing Party.
c) The receiving Party has received from a third partywithout restriction on disclosure.
d) The receiving Party is required to disclose by law, courtorder, or decision by a public authority.
18.4 Theconfidentiality obligation applies during the term of the Agreement and for aperiod of three (3) years thereafter.
19.1 TheSupplier is liable for damage caused by the Supplier's negligence in connectionwith the provision of the Services.
19.2 TheSupplier is not liable for:
a) Indirect damage or consequential damage, such as loss ofprofit, production loss, or third-party claims.
b) Damage caused by the Customer or a third party for whomthe Customer is responsible.
c) Damage caused by circumstances beyond the Supplier'scontrol, such as power outages, internet outages, or other force majeureevents.
d) Damage caused by the Customer's failure to fulfill itsobligations under the Agreement.
e) Damage caused by the Customer's use of the Services inviolation of the Agreement or the Supplier's instructions.
f) Damage caused by changes to the Services made by theCustomer or a third party without the Supplier's approval.
g) Damage caused by End Users' use of the App.
19.3 TheSupplier's total liability for damage under the Agreement is limited to anamount corresponding to twenty-five (25) percent of the fees paid by theCustomer to the Supplier during the twelve (12) months preceding the damage,but not more than five hundred thousand (500,000) SEK.
19.4 Thelimitations of liability in this Section 19 do not apply in the event of damagecaused by intent or gross negligence.
19.5 Claimsfor damages must be made in writing no later than six (6) months after theinjured Party became aware of or should have become aware of the circumstanceson which the claim is based. If a claim is not made within this time, the rightto make the claim is forfeited.
20.1 A Partyis released from the consequences of failure to fulfill a certain obligationunder this Agreement if the failure is due to a circumstance beyond the Party'scontrol that prevents the fulfillment thereof, such as war, terrorist act,natural disaster, epidemic, pandemic, strike, lockout, blockade, fire,explosion, flood, major computer failure, sabotage, or government action("Force Majeure").
20.2 A Partyinvoking Force Majeure shall:
a) Immediately notify the other Party in writing of theoccurrence thereof and of its cessation.
b) Take reasonable measures to limit the effects of ForceMajeure.
20.3 As soonas the obstacle ceases, the obligation shall be fulfilled in the agreed manner.
20.4 If thefulfillment of the Agreement is substantially prevented for a period longerthan three (3) months due to Force Majeure, either Party has the right toterminate the Agreement without liability for compensation.
21.1 These General Terms and Conditions apply as long as theMain Agreement is in force.
21.2 In the event of material breach of these General Termsand Conditions by either Party, the other Party has the right to terminate theAgreement with immediate effect if the breaching Party has not remedied thebreach within thirty (30) days after receiving written notice thereof.
22.1 A Party may not assign its rights or obligations underthis Agreement without the other Party's written consent.
22.2 Notwithstanding Section 22.1, the Supplier has theright to assign the Agreement without the Customer's consent to another companywithin the same group as the Supplier or to a third party in connection with atransfer of all or substantial parts of the Supplier's business.
23.1 Amendments and additions to these General Terms andConditions shall be made in accordance with Section 2.4 and 2.5.
24.1 Disputes arising from this Agreement shall be settledby the general court with the Stockholm District Court as the first instance.
24.2 Swedish law shall apply to this Agreement.
In these General Terms and Conditions, the following termsshall have the meanings set forth below:
1.1 **Agreement**:refers to the Main Agreement between the Parties including all appendices,applicable General Terms and Conditions, and Special Terms and Conditions.
1.2**Additional Services**: refers to services provided by the Supplier inaddition to the core Parking Services, as specified in Appendix 5 to the MainAgreement.
1.3**Consulting Services**: refers to advisory and consulting services provided bythe Supplier.
1.4**Customer**: refers to the legal or natural person specified as Customer inthe Main Agreement.
1.5**Facility**: refers to the parking area(s) with associated infrastructurecovered by the Agreement, as specified in Appendix 1 to the Main Agreement.
1.6 **GeneralTerms and Conditions**: refers to these general terms and conditions forAdditional Services.
1.7**Hardware Solutions**: refers to physical equipment provided by the Supplier,such as payment terminals, sensors, and cameras.
1.8**Intellectual Property Rights**: refers to all intellectual property rightsincluding but not limited to copyright, patent rights, trademark rights, designrights, trade secrets, know-how, and other similar rights, whether registeredor not.
1.9 **MainAgreement**: refers to the main agreement that has been entered into betweenthe Parties and to which these General Terms and Conditions constitute anappendix.
1.10**Maintenance Services**: refers to services for maintaining and servicing theFacility and Hardware Solutions.
1.11**Party**: refers to the Supplier or the Customer individually.
1.12**Parties**: refers to the Supplier and the Customer jointly.
1.13**Service Level Agreement (SLA)**: refers to the agreed service levels that theSupplier shall maintain when providing the Services, as specified in Appendix 3to the Main Agreement.
1.14**Special Terms and Conditions**: refers to the special terms and conditionsthat apply to specific Services, as specified in Appendix 4 to the MainAgreement.
1.15**Supplier**: refers to Parkit Sweden AB, reg. no. 559301-5968.
2.1 TheseGeneral Terms and Conditions constitute an integral part of the Agreementbetween the Parties and regulate the Supplier's provision of AdditionalServices to the Customer.
2.2 In theevent of any discrepancies between the Main Agreement and these General Termsand Conditions, the Main Agreement shall take precedence.
2.3 In theevent of any discrepancies between these General Terms and Conditions and anySpecial Terms and Conditions, the Special Terms and Conditions shall takeprecedence.
2.4 TheSupplier reserves the right to amend these General Terms and Conditions at anytime. Amendments shall enter into force thirty (30) days after the Supplier hasnotified the Customer of the amendments. It is the Customer's responsibility tokeep informed of the current version of the General Terms and Conditions viathe Supplier's website.
2.5 If theCustomer does not accept the amendments to the General Terms and Conditions,the Customer has the right to terminate the Agreement with thirty (30) days'notice by written notification to the Supplier within thirty (30) days fromwhen the amendments were notified.
3.1 TheSupplier shall provide Additional Services in accordance with the Agreement andthese General Terms and Conditions.
3.2 TheAdditional Services may include:
a) **Parking Monitoring Plus**: Enhanced monitoring servicesbeyond standard parking monitoring.
b) **Digital Solutions**: Digital services and solutions forparking management.
c) **Hardware Solutions**: Physical equipment for parkingmanagement.
d) **Consulting Services**: Advisory and consulting servicesrelated to parking.
e) **Maintenance Services**: Services for maintaining andservicing the Facility and Hardware Solutions.
f) **Event Solutions**: Special parking solutions forevents.
g) **Customer Service Plus**: Enhanced customer servicebeyond standard customer service.
h) **Other services**: As specified in Appendix 5 to theMain Agreement.
3.3 Thespecific Additional Services to be provided are specified in Appendix 5 to theMain Agreement.
3.4 TheSupplier shall provide the Additional Services in accordance with the ServiceLevel Agreement (SLA) specified in Appendix 3 to the Main Agreement.
4.1 TheCustomer may order Additional Services in accordance with the orderingprocedure specified in Appendix 5 to the Main Agreement.
4.2 Theordering procedure may include:
a) **Request**: The Customer submits a request forAdditional Services.
b) **Offer**: The Supplier provides an offer for therequested Additional Services.
c) **Acceptance**: The Customer accepts the offer.
d) **Confirmation**: The Supplier confirms the order.
e) **Delivery**: The Supplier delivers the AdditionalServices.
4.3 TheSupplier shall deliver the Additional Services within the time specified in theorder confirmation.
4.4 TheSupplier shall notify the Customer if there is a risk of delay in the deliveryof Additional Services.
4.5 TheCustomer shall provide the Supplier with the information and assistancenecessary for the Supplier to deliver the Additional Services.
4.6 TheCustomer shall inspect the delivered Additional Services without undue delayand notify the Supplier of any defects or deviations from the order.
4.7 If theCustomer does not notify the Supplier of any defects or deviations withinthirty (30) days from delivery, the Customer is deemed to have accepted theAdditional Services.
5.1 ParkingMonitoring Plus includes enhanced monitoring services beyond standard parkingmonitoring.
5.2 ParkingMonitoring Plus may include:
a) **Extended monitoring hours**: Monitoring of the Facilityoutside standard hours.
b) **Increased monitoring frequency**: More frequentmonitoring of the Facility.
c) **Specialized monitoring**: Monitoring of specific areasor for specific purposes.
d) **Enhanced reporting**: More detailed and frequentreporting on monitoring activities.
e) **Other services**: As specified in Appendix 5 to theMain Agreement.
5.3 Thespecific services included in Parking Monitoring Plus are specified in Appendix5 to the Main Agreement.
5.4 TheSupplier shall provide Parking Monitoring Plus in accordance with the ServiceLevel Agreement (SLA) specified in Appendix 3 to the Main Agreement.
6.1 DigitalSolutions include digital services and solutions for parking management.
6.2 DigitalSolutions may include:
a) **Custom applications**: Custom-developed applicationsfor specific parking needs.
b) **Data analytics**: Analysis of parking data to provideinsights and recommendations.
c) **Integration services**: Services to integrate thePlatform with other systems.
d) **Digital signage**: Digital signs displaying parkinginformation.
e) **Other services**: As specified in Appendix 5 to theMain Agreement.
6.3 Thespecific services included in Digital Solutions are specified in Appendix 5 tothe Main Agreement.
6.4 TheSupplier shall provide Digital Solutions in accordance with the Service LevelAgreement (SLA) specified in Appendix 3 to the Main Agreement.
6.5 TheSupplier shall ensure that Digital Solutions comply with applicable laws,regulations, and industry standards.
6.6 TheCustomer shall ensure that it has the necessary infrastructure and systems touse Digital Solutions.
7.1 HardwareSolutions include physical equipment for parking management.
7.2 HardwareSolutions may include:
a) **Payment terminals**: Terminals for processing parkingpayments.
b) **Sensors**: Sensors for detecting vehicle presence.
c) **Cameras**: Cameras for monitoring and enforcement.
d) **Barriers**: Barriers for controlling access to theFacility.
e) **Other equipment**: As specified in Appendix 5 to theMain Agreement.
7.3 Thespecific equipment included in Hardware Solutions is specified in Appendix 5 tothe Main Agreement.
7.4 TheSupplier shall provide Hardware Solutions in accordance with the Service LevelAgreement (SLA) specified in Appendix 3 to the Main Agreement.
7.5 TheSupplier shall ensure that Hardware Solutions comply with applicable laws,regulations, and industry standards.
7.6 TheCustomer shall ensure that it has the necessary infrastructure and systems touse Hardware Solutions.
7.7 TheCustomer shall provide the Supplier with access to the Facility for theinstallation and maintenance of Hardware Solutions.
7.8 Theownership of Hardware Solutions is regulated as follows:
a) **Purchase model**: If the Customer purchases HardwareSolutions, ownership transfers to the Customer upon full payment.
b) **Rental model**: If the Customer rents HardwareSolutions, ownership remains with the Supplier.
c) **Operational model**: If Hardware Solutions are providedas part of an operational model, ownership remains with the Supplier.
7.9 Thespecific ownership model for Hardware Solutions is specified in Appendix 5 tothe Main Agreement.
8.1Consulting Services include advisory and consulting services related toparking.
8.2Consulting Services may include:
a) **Parking strategy**: Development of parking strategies.
b) **Optimization**: Optimization of parking operations.
c) **Planning**: Planning of parking facilities.
d) **Analysis**: Analysis of parking needs and usage.
e) **Other services**: As specified in Appendix 5 to theMain Agreement.
8.3 Thespecific services included in Consulting Services are specified in Appendix 5to the Main Agreement.
8.4 TheSupplier shall provide Consulting Services in accordance with the Service LevelAgreement (SLA) specified in Appendix 3 to the Main Agreement.
8.5 The Suppliershall ensure that Consulting Services are provided by qualified personnel withappropriate expertise.
8.6 TheCustomer shall provide the Supplier with the information and assistancenecessary for the Supplier to provide Consulting Services.
8.7 Theresults of Consulting Services, such as reports, analyses, and recommendations,shall be delivered to the Customer in the format specified in Appendix 5 to theMain Agreement.
9.1Maintenance Services include services for maintaining and servicing theFacility and Hardware Solutions.
9.2Maintenance Services may include:
a) **Preventive maintenance**: Regular maintenance toprevent issues.
b) **Corrective maintenance**: Maintenance to fix issuesthat have occurred.
c) **Cleaning**: Cleaning of the Facility and HardwareSolutions.
d) **Repairs**: Repairs of damaged equipment.
e) **Other services**: As specified in Appendix 5 to theMain Agreement.
9.3 Thespecific services included in Maintenance Services are specified in Appendix 5to the Main Agreement.
9.4 TheSupplier shall provide Maintenance Services in accordance with the ServiceLevel Agreement (SLA) specified in Appendix 3 to the Main Agreement.
9.5 TheSupplier shall ensure that Maintenance Services are provided by qualifiedpersonnel with appropriate expertise.
9.6 TheCustomer shall provide the Supplier with access to the Facility for theprovision of Maintenance Services.
9.7 TheCustomer shall notify the Supplier of any issues that require maintenancewithout undue delay.
10.1 EventSolutions include special parking solutions for events.
10.2 EventSolutions may include:
a) **Temporary parking**: Setting up temporary parking areasfor events.
b) **Traffic management**: Managing traffic flow duringevents.
c) **Staff**: Providing staff for parking management duringevents.
d) **Equipment**: Providing temporary equipment for events.
e) **Other services**: As specified in Appendix 5 to theMain Agreement.
10.3 Thespecific services included in Event Solutions are specified in Appendix 5 tothe Main Agreement.
10.4 TheSupplier shall provide Event Solutions in accordance with the Service LevelAgreement (SLA) specified in Appendix 3 to the Main Agreement.
10.5 TheSupplier shall ensure that Event Solutions comply with applicable laws,regulations, and industry standards.
10.6 TheCustomer shall provide the Supplier with the information and assistancenecessary for the Supplier to provide Event Solutions.
10.7 TheCustomer shall notify the Supplier of any changes to event plans that mayaffect the provision of Event Solutions without undue delay.
11.1 CustomerService Plus includes enhanced customer service beyond standard customerservice.
11.2 CustomerService Plus may include:
a) **Extended hours**: Customer service outside standardhours.
b) **Dedicated support**: Dedicated customer servicepersonnel.
c) **Enhanced response times**: Faster response to customerservice inquiries.
d) **Multilingual support**: Customer service in multiplelanguages.
e) **Other services**: As specified in Appendix 5 to theMain Agreement.
11.3 Thespecific services included in Customer Service Plus are specified in Appendix 5to the Main Agreement.
11.4 TheSupplier shall provide Customer Service Plus in accordance with the ServiceLevel Agreement (SLA) specified in Appendix 3 to the Main Agreement.
11.5 TheSupplier shall ensure that Customer Service Plus is provided by qualifiedpersonnel with appropriate training.
12.1 TheCustomer shall pay the fees specified in Appendix 5 to the Main Agreement forthe Additional Services.
12.2 The feesmay be structured as:
a) **One-time fees**: Fees paid once for specific servicesor equipment.
b) **Recurring fees**: Fees paid regularly (e.g., monthly,quarterly, annually) for ongoing services.
c) **Usage-based fees**: Fees based on the usage ofservices.
d) **Combination**: A combination of the above.
12.3 Thespecific fee structure for each Additional Service is specified in Appendix 5to the Main Agreement.
12.4 TheSupplier shall invoice the Customer for the Additional Services in accordancewith the invoicing schedule specified in Appendix 5 to the Main Agreement.
12.5 Paymentterms are thirty (30) days from the invoice date.
12.6 In the eventof late payment, the Supplier is entitled to charge interest on arrears inaccordance with the Swedish Interest Act (1975:635), as well as compensationfor written payment reminders and collection costs in accordance withapplicable legislation.
12.7 TheSupplier has the right to adjust the fees annually in accordance with thechanges in the Consumer Price Index (CPI) with the base month of October of theprevious year. The first price adjustment may take place no earlier than twelve(12) months after the Agreement enters into force.
12.8 Inaddition to the annual index adjustment, the Supplier has the right to adjustthe fees if the Supplier's costs for providing the Additional Services increaseas a result of:
a) Changes in applicable legislation
b) Decisions by authorities
c) Significant changes in market conditions
d) Significant changes in the Supplier's costs
13. THE SUPPLIER'S OBLIGATIONS
12.9 Feechanges in accordance with Section 12.8 shall be notified to the Customer inwriting at least sixty (60) days before they take effect.
13.1 TheSupplier undertakes to:
a) Provide the Additional Services in accordance with theAgreement and these General Terms and Conditions.
b) Provide the Additional Services with the skill, care, anddiligence that can be expected of a professional supplier in the industry.
c) Comply with applicable laws, regulations, and industrystandards when providing the Additional Services.
d) Maintain the Service Level Agreement (SLA) specified inAppendix 3 to the Main Agreement.
e) Appoint a contact person who shall be responsible for thecommunication with the Customer.
f) Regularly report to the Customer on the performance ofthe Additional Services, as specified in the Service Level Agreement (SLA).
g) Maintain adequate insurance coverage for the AdditionalServices provided.
h) Ensure that all personnel involved in providing theAdditional Services have the necessary skills and qualifications.
14.1 TheCustomer undertakes to:
a) Provide the Supplier with the information anddocumentation necessary for the Supplier to fulfill its obligations under theAgreement.
b) Provide the Supplier with access to the Facility to theextent necessary for the Supplier to fulfill its obligations under theAgreement.
c) Appoint a contact person who shall be responsible for thecommunication with the Supplier.
d) Pay the agreed fees to the Supplier in accordance withthe Main Agreement.
e) Obtain and maintain all necessary permits and approvalsfor the Additional Services.
f) Inform the Supplier of any changes to the Facility thatmay affect the Supplier's provision of the Additional Services.
g) Not enter into agreements with third parties regardingservices that compete with the Additional Services during the term of theAgreement.
h) Comply with applicable laws and regulations relating tothe Facility and the Additional Services.
15.1 TheSupplier has the right to use subcontractors for the provision of theAdditional Services.
15.2 TheSupplier is responsible for the subcontractors' work as if it were theSupplier's own work.
15.3 TheSupplier shall ensure that the subcontractors comply with the terms andconditions of the Agreement.
15.4 TheSupplier shall inform the Customer of any subcontractors used for the provisionof the Additional Services.
16.1 AllIntellectual Property Rights to the Additional Services, including but notlimited to software, design, and documentation, belong to the Supplier or itslicensors.
16.2 TheCustomer receives a non-exclusive, non-transferable right to use the results ofthe Additional Services during the term of the Agreement and only for theintended purpose.
16.3 TheCustomer may not:
a) Copy, modify, adapt, or otherwise alter the software orother materials provided as part of the Additional Services.
b) Decompile, disassemble, or otherwise perform"reverse engineering" on the software provided as part of theAdditional Services.
c) Grant sublicenses, rent, lend, or otherwise make thesoftware or other materials provided as part of the Additional Servicesavailable to third parties.
d) Remove, alter, or obscure copyright notices, trademarks,or other proprietary notices on materials provided as part of the AdditionalServices.
16.4 If theAdditional Services contain software or other materials from third parties, theuse of such software or materials may be subject to separate license terms.Such license terms shall be provided to the Customer, and the Customerundertakes to comply with them.
17.1 EachParty is the data controller for its respective processing of personal data.
17.2 To theextent that the Supplier processes personal data on behalf of the Customer, theSupplier is the data processor and the Customer is the data controller. Suchprocessing is regulated in the data processing agreement that constitutesAppendix 6 to the Main Agreement.
17.3 EachParty undertakes to comply with applicable data protection legislation, includingbut not limited to the General Data Protection Regulation (EU) 2016/679 (GDPR).
18.1 EachParty undertakes not to disclose Confidential Information to third partieswithout the other Party's prior written consent.
18.2"Confidential Information" refers to any information, whethertechnical, commercial, or of any other nature, regardless of whether theinformation is documented or not, which is disclosed by one Party to the otherParty in connection with the Agreement and which is marked as confidential orwhich the receiving Party should reasonably understand is confidential.
18.3 Theconfidentiality obligation does not apply to information that:
a) Is or becomes publicly available without breach of theAgreement.
b) The receiving Party can demonstrate was already known tothe receiving Party before it was received from the disclosing Party.
c) The receiving Party has received from a third partywithout restriction on disclosure.
d) The receiving Party is required to disclose by law, courtorder, or decision by a public authority.
18.4 Theconfidentiality obligation applies during the term of the Agreement and for aperiod of three (3) years thereafter.
19.1 TheSupplier is liable for damage caused by the Supplier's negligence in connectionwith the provision of the Additional Services.
19.2 TheSupplier is not liable for:
a) Indirect damage or consequential damage, such as loss ofprofit, production loss, or third-party claims.
b) Damage caused by the Customer or a third party for whomthe Customer is responsible.
c) Damage caused by circumstances beyond the Supplier'scontrol, such as power outages, internet outages, or other force majeureevents.
d) Damage caused by the Customer's failure to fulfill itsobligations under the Agreement.
e) Damage caused by the Customer's use of the AdditionalServices in violation of the Agreement or the Supplier's instructions.
f) Damage caused by changes to the Additional Services madeby the Customer or a third party without the Supplier's approval.
19.3 TheSupplier's total liability for damage under the Agreement is limited to anamount corresponding to twenty-five (25) percent of the fees paid by theCustomer to the Supplier for the Additional Services during the twelve (12)months preceding the damage, but not more than five hundred thousand (500,000)SEK.
19.4 Thelimitations of liability in this Section 19 do not apply in the event of damagecaused by intent or gross negligence.
19.5 Claimsfor damages must be made in writing no later than six (6) months after theinjured Party became aware of or should have become aware of the circumstanceson which the claim is based. If a claim is not made within this time, the rightto make the claim is forfeited.
20.1 A Partyis released from the consequences of failure to fulfill a certain obligationunder this Agreement if the failure is due to a circumstance beyond the Party'scontrol that prevents the fulfillment thereof, such as war, terrorist act,natural disaster, epidemic, pandemic, strike, lockout, blockade, fire,explosion, flood, major computer failure, sabotage, or government action("Force Majeure").
20.2 A Partyinvoking Force Majeure shall:
a) Immediately notify the other Party in writing of theoccurrence thereof and of its cessation.
b) Take reasonable measures to limit the effects of ForceMajeure.
20.3 As soonas the obstacle ceases, the obligation shall be fulfilled in the agreed manner.
20.4 If thefulfillment of the Agreement is substantially prevented for a period longerthan three (3) months due to Force Majeure, either Party has the right toterminate the Agreement without liability for compensation.
21.1 These General Terms and Conditions apply as long as theMain Agreement is in force.
21.2 In the event of material breach of these General Termsand Conditions by either Party, the other Party has the right to terminate theAgreement with immediate effect if the breaching Party has not remedied thebreach within thirty (30) days after receiving written notice thereof.
22.1 A Party may not assign its rights or obligations underthis Agreement without the other Party's written consent.
22.2 Notwithstanding Section 22.1, the Supplier has theright to assign the Agreement without the Customer's consent to another companywithin the same group as the Supplier or to a third party in connection with atransfer of all or substantial parts of the Supplier's business.
23.1 Amendments and additions to these General Terms andConditions shall be made in accordance with Section 2.4 and 2.5.
24.1 Disputes arising from this Agreement shall be settledby the general court with the Stockholm District Court as the first instance.
24.2 Swedish law shall apply to this Agreement.
In these Terms, the following terms shall have the meaningsset forth below:
1.1**Agreement**: refers to the Main Agreement between the Parties including allappendices, applicable General Terms and Conditions, and Special Terms andConditions.
1.2**Change**: refers to a modification, addition, or removal of any aspect of theServices.
1.3 **ChangeRequest**: refers to a formal request for a Change submitted by either Party.
1.4 **ChangeOrder**: refers to a document that describes an agreed Change, including itsscope, implementation plan, and any impact on fees or other terms of theAgreement.
1.5**Customer**: refers to the legal or natural person specified as Customer inthe Main Agreement.
1.6**Emergency Change**: refers to a Change that must be implemented urgently toaddress a critical issue, such as a security vulnerability or a major servicedisruption.
1.7 **GeneralTerms and Conditions**: refers to the general terms and conditions that applyto the Agreement, as specified in Appendix 2 to the Main Agreement.
1.8 **MainAgreement**: refers to the main agreement that has been entered into betweenthe Parties and to which these Terms constitute an appendix.
1.9**Party**: refers to the Supplier or the Customer individually.
1.10**Parties**: refers to the Supplier and the Customer jointly.
1.11**Regulatory Change**: refers to a Change that is required to comply withchanges in applicable laws, regulations, or industry standards.
1.12**Services**: refers to the services provided by the Supplier under theAgreement.
1.13**Supplier**: refers to Parkit Sweden AB, reg. no. 559301-5968.
2.1 TheseTerms constitute an integral part of the Agreement between the Parties andregulate the process for implementing Changes to the Services.
2.2 In theevent of any discrepancies between the Main Agreement and these Terms, the MainAgreement shall take precedence.
2.3 In theevent of any discrepancies between these Terms and any General Terms andConditions, these Terms shall take precedence with respect to the process forimplementing Changes.
2.4 TheSupplier reserves the right to amend these Terms at any time. Amendments shallenter into force thirty (30) days after the Supplier has notified the Customerof the amendments. It is the Customer's responsibility to keep informed of thecurrent version of the Terms via the Supplier's website.
2.5 If theCustomer does not accept the amendments to the Terms, the Customer has theright to terminate the Agreement with thirty (30) days' notice by writtennotification to the Supplier within thirty (30) days from when the amendmentswere notified.
3.1 Changesmay be categorized as follows:
a) **Standard Changes**: Predefined, low-risk Changes thatfollow an established procedure.
b) **Normal Changes**: Changes that require assessment,planning, and approval before implementation.
c) **Emergency Changes**: Changes that must be implementedurgently to address critical issues.
d) **Regulatory Changes**: Changes that are required tocomply with changes in applicable laws, regulations, or industry standards.
3.2 Thespecific categorization of Changes is specified in Appendix 5 to the MainAgreement.
4.1 EitherParty may submit a Change Request.
4.2 A ChangeRequest shall include:
a) **Description**: A detailed description of the proposedChange.
b) **Justification**: The reason for the proposed Change.
c) **Impact assessment**: An assessment of the potentialimpact of the Change on the Services, including any risks.
d) **Implementation plan**: A proposed plan for implementingthe Change.
e) **Cost estimate**: An estimate of the cost ofimplementing the Change, if applicable.
f) **Timeline**: A proposed timeline for implementing theChange.
4.3 Thespecific format and content requirements for Change Requests are specified inAppendix 5 to the Main Agreement.
4.4 The Partyreceiving a Change Request shall acknowledge receipt within five (5) businessdays.
4.5 TheSupplier shall evaluate the Change Request and provide a response withinfifteen (15) business days, unless otherwise agreed.
4.6 TheSupplier's response shall include:
a) **Acceptance or rejection**: Whether the Supplier acceptsor rejects the Change Request.
b) **Justification**: The reason for accepting or rejectingthe Change Request.
c) **Impact assessment**: An assessment of the potentialimpact of the Change on the Services, including any risks.
d) **Implementation plan**: A plan for implementing theChange, if accepted.
e) **Cost estimate**: An estimate of the cost ofimplementing the Change, if applicable.
f) **Timeline**: A timeline for implementing the Change, ifaccepted.
4.7 If theSupplier accepts the Change Request, the Parties shall negotiate the terms ofthe Change Order.
4.8 If theParties cannot agree on the terms of the Change Order within thirty (30) daysfrom the Supplier's response, either Party may escalate the matter inaccordance with the escalation procedure specified in Section 10.
5.1 A ChangeOrder shall include:
a) **Description**: A detailed description of the agreedChange.
b) **Implementation plan**: A plan for implementing theChange.
c) **Impact assessment**: An assessment of the impact of theChange on the Services.
d) **Cost**: The cost of implementing the Change, ifapplicable.
e) **Timeline**: A timeline for implementing the Change.
f) **Responsibilities**: The responsibilities of each Partyin implementing the Change.
g) **Acceptance criteria**: The criteria for accepting theimplemented Change.
h) **Other terms**: Any other terms related to the Change.
5.2 Thespecific format and content requirements for Change Orders are specified inAppendix 5 to the Main Agreement.
5.3 A ChangeOrder must be signed by authorized representatives of both Parties to bebinding.
5.4 Oncesigned, a Change Order becomes an integral part of the Agreement.
6.1 TheSupplier shall implement Changes in accordance with the agreed Change Orders.
6.2 TheSupplier shall notify the Customer when a Change has been implemented.
6.3 TheCustomer shall verify that the implemented Change meets the acceptance criteriaspecified in the Change Order.
6.4 If theimplemented Change does not meet the acceptance criteria, the Customer shallnotify the Supplier within ten (10) business days from the Supplier'snotification of implementation.
6.5 If theCustomer does not notify the Supplier of any issues within ten (10) businessdays, the implemented Change is deemed to have been accepted by the Customer.
6.6 If theCustomer notifies the Supplier of issues with the implemented Change, theSupplier shall address the issues without undue delay.
7.1 In theevent of a critical issue that requires an Emergency Change, the Supplier mayimplement the Change without following the standard Change Request process.
7.2 TheSupplier shall notify the Customer of the Emergency Change as soon as possible,but no later than twenty-four (24) hours after implementing the Change.
7.3 TheSupplier shall provide the Customer with a detailed description of theEmergency Change, including the reason for the Change and its impact on theServices.
7.4 If theEmergency Change has a material impact on the Services or the fees, the Partiesshall negotiate a Change Order retroactively.
8.1 TheSupplier shall implement Regulatory Changes as required to comply with changesin applicable laws, regulations, or industry standards.
8.2 TheSupplier shall notify the Customer of Regulatory Changes as soon as possible,but no later than thirty (30) days before implementing the Change, unless ashorter notice period is necessary to comply with the regulatory requirements.
8.3 TheSupplier shall provide the Customer with a detailed description of theRegulatory Change, including the reason for the Change and its impact on theServices.
8.4 If theRegulatory Change has a material impact on the Services or the fees, theParties shall negotiate a Change Order.
8.5 If theParties cannot agree on the terms of the Change Order for a Regulatory Change,the Supplier has the right to implement the Change as necessary to comply withthe regulatory requirements, and the Parties shall continue to negotiate theterms of the Change Order.
9.1 TheSupplier shall maintain a version management system for the Services.
9.2 Theversion management system shall include:
a) **Version numbering**: A system for numbering differentversions of the Services.
b) **Change log**: A log of all Changes implemented in eachversion.
c) **Documentation**: Documentation of each version of theServices.
d) **Rollback capability**: The ability to roll back to aprevious version if necessary.
9.3 Thespecific version management system is specified in Appendix 5 to the MainAgreement.
9.4 TheSupplier shall notify the Customer of new versions of the Services inaccordance with the notification procedure specified in Section 11.
10.1 If theParties cannot agree on a Change Request or Change Order, either Party mayescalate the matter.
10.2 Theescalation procedure shall be as follows:
a) **Level 1**: The matter shall be escalated to theParties' respective project managers.
b) **Level 2**: If the project managers cannot resolve thematter within ten (10) business days, it shall be escalated to the Parties'respective senior managers.
c) **Level 3**: If the senior managers cannot resolve thematter within ten (10) business days, it shall be escalated to the Parties'respective executives.
10.3 If thematter cannot be resolved through the escalation procedure, either Party mayrefer the matter to dispute resolution in accordance with Section 21 of theMain Agreement.
11.1 Allnotifications related to Changes shall be in writing and sent to the Parties'contact persons as specified in the Main Agreement.
11.2Notifications may be sent by email, provided that the sender receivesconfirmation that the email has been received.
11.3 Anotification shall be deemed to have been received by the recipient:
a) Upon delivery by hand: at the time of delivery
b) By registered mail: three (3) business days afterdispatch
c) By email: upon receipt of confirmation that the messagehas been received or, if such confirmation is not received, upon dispatch ifthe sender does not receive a message that the email could not be delivered
12.1 The feesfor implementing Changes shall be as follows:
a) **Standard Changes**: Included in the regular fees forthe Services, unless otherwise specified in Appendix 5 to the Main Agreement.
b) **Normal Changes**: Charged according to the Supplier'scurrent price list, unless otherwise agreed in the Change Order.
c) **Emergency Changes**: Charged according to theSupplier's current price list, with a potential surcharge for urgentimplementation, unless otherwise agreed.
d) **Regulatory Changes**: Charged according to theSupplier's current price list, unless otherwise agreed.
12.2 The specificfees for Changes are specified in Appendix 5 to the Main Agreement.
12.3 TheSupplier shall invoice the Customer for Changes in accordance with theinvoicing procedure specified in the Main Agreement.
13.1 Allintellectual property rights to Changes implemented by the Supplier belong tothe Supplier or its licensors, unless otherwise agreed in the Change Order.
13.2 TheCustomer receives a non-exclusive, non-transferable right to use the Changesduring the term of the Agreement and only for the intended purpose, unlessotherwise agreed in the Change Order.
14.1 TheSupplier's liability for damage caused by Changes is limited in accordance withSection 11 of the Main Agreement.
14.2 TheSupplier is not liable for damage caused by Changes requested by the Customer,provided that the Supplier has implemented the Changes in accordance with theagreed Change Order.
14.3 TheSupplier is not liable for damage caused by the Customer's failure to fulfillits obligations related to Changes, such as providing necessary information orassistance.
15.1 EachParty undertakes not to disclose Confidential Information related to Changes tothird parties without the other Party's prior written consent.
15.2 Theconfidentiality obligation applies in accordance with Section 10 of the MainAgreement.
16.1 A Partyis released from the consequences of failure to fulfill its obligations relatedto Changes if the failure is due to Force Majeure, as defined in Section 12 ofthe Main Agreement.
17.1 TheseTerms apply as long as the Main Agreement is in force.
17.2 In theevent of termination of the Main Agreement, these Terms shall also terminate.
18.1 A Partymay not assign its rights or obligations under these Terms without the otherParty's written consent.
18.2Notwithstanding Section 18.1, the Supplier has the right to assign these Termswithout the Customer's consent to another company within the same group as theSupplier or to a third party in connection with a transfer of all orsubstantial parts of the Supplier's business.
19.1Amendments and additions to these Terms shall be made in accordance withSection 2.4 and 2.5.
20.1 TheseTerms, together with the Main Agreement and its other appendices, constitutethe Parties' complete regulation of all matters that these Terms concern. Allwritten or oral commitments and undertakings preceding these Terms are replacedby the content of the Main Agreement and its appendices, including these Terms.
21.1 Disputes arising from these Terms shall be settled inaccordance with Section 18 of the Main Agreement.
In these Special Terms, the following terms shall have themeanings set forth below:
1.1**Agreement**: refers to the Main Agreement between the Parties including allappendices, applicable General Terms and Conditions, and Special Terms andConditions.
1.2**Charging Station**: refers to the electric vehicle charging equipmentprovided by the Supplier under the Agreement.
1.3**Charging Session**: refers to a period during which an electric vehicle isconnected to a Charging Station for the purpose of charging.
1.4**Customer**: refers to the legal or natural person specified as Customer inthe Main Agreement.
1.5 **EndUser**: refers to a person who uses the Charging Station to charge an electricvehicle.
1.6 **GeneralTerms and Conditions**: refers to the general terms and conditions that applyto the Agreement, as specified in Appendix 2 to the Main Agreement.
1.7**Installation**: refers to the process of installing and connecting theCharging Station at the designated location.
1.8 **MainAgreement**: refers to the main agreement that has been entered into betweenthe Parties and to which these Special Terms constitute an appendix.
1.9**Maintenance**: refers to the services provided by the Supplier to maintainthe Charging Station in good working condition.
1.10**Party**: refers to the Supplier or the Customer individually.
1.11**Parties**: refers to the Supplier and the Customer jointly.
1.12**Purchase Model**: refers to the business model where the Customer purchasesthe Charging Station from the Supplier.
1.13 **RentalModel**: refers to the business model where the Customer rents the ChargingStation from the Supplier.
1.14**Revenue Sharing Model**: refers to the business model where the Supplier ownsand operates the Charging Station and shares the revenue with the Customer.
1.15**Special Terms**: refers to these special terms for Charging Stations.
1.16**Supplier**: refers to Parkit Sweden AB, reg. no. 559301-5968.
2.1 TheseSpecial Terms constitute an integral part of the Agreement between the Partiesand regulate the Supplier's provision of Charging Stations to the Customer.
2.2 In theevent of any discrepancies between the Main Agreement and these Special Terms,the Main Agreement shall take precedence.
2.3 In theevent of any discrepancies between these Special Terms and any General Termsand Conditions, these Special Terms shall take precedence with respect toCharging Stations.
2.4 TheSupplier reserves the right to amend these Special Terms at any time.Amendments shall enter into force thirty (30) days after the Supplier hasnotified the Customer of the amendments. It is the Customer's responsibility tokeep informed of the current version of the Special Terms via the Supplier'swebsite.
2.5 If theCustomer does not accept the amendments to the Special Terms, the Customer hasthe right to terminate the Agreement with thirty (30) days' notice by writtennotification to the Supplier within thirty (30) days from when the amendmentswere notified.
3.1 TheSupplier offers three business models for Charging Stations:
a) **Purchase Model**: The Customer purchases the ChargingStation from the Supplier.
b) **Rental Model**: The Customer rents the Charging Stationfrom the Supplier.
c) **Revenue Sharing Model**: The Supplier owns and operatesthe Charging Station and shares the revenue with the Customer.
3.2 Thespecific business model chosen by the Customer is specified in Appendix 1 tothe Main Agreement.
3.3 The termsand conditions for each business model are specified in Sections 4, 5, and 6 ofthese Special Terms.
4.1 Under thePurchase Model, the Customer purchases the Charging Station from the Supplier.
4.2 Thepurchase price for the Charging Station is specified in Appendix 1 to the MainAgreement.
4.3 TheSupplier shall deliver the Charging Station to the Customer at the locationspecified in Appendix 1 to the Main Agreement.
4.4 The riskof loss or damage to the Charging Station passes to the Customer upon delivery.
4.5 Ownershipof the Charging Station passes to the Customer upon full payment of thepurchase price.
4.6 TheSupplier shall provide Installation services for the Charging Station, unlessotherwise agreed.
4.7 TheCustomer is responsible for:
a) Providing a suitable location for the Charging Station.
b) Ensuring that the location has the necessary electricalinfrastructure.
c) Obtaining all necessary permits and approvals for theInstallation.
d) Providing the Supplier with access to the location forInstallation.
e) Maintaining the Charging Station in accordance with theSupplier's instructions.
f) Paying for electricity consumed by the Charging Station.
g) Ensuring that the Charging Station is used in accordancewith the Supplier's instructions.
4.8 TheSupplier is responsible for:
a) Delivering the Charging Station in good workingcondition.
b) Installing the Charging Station in accordance withapplicable laws, regulations, and industry standards.
c) Providing the Customer with instructions for the use andmaintenance of the Charging Station.
d) Providing warranty services for the Charging Station inaccordance with Section 7 of these Special Terms.
5.1 Under theRental Model, the Customer rents the Charging Station from the Supplier.
5.2 Therental fee for the Charging Station is specified in Appendix 1 to the MainAgreement.
5.3 Therental period is specified in Appendix 1 to the Main Agreement.
5.4 TheSupplier shall deliver the Charging Station to the Customer at the locationspecified in Appendix 1 to the Main Agreement.
5.5 The riskof loss or damage to the Charging Station passes to the Customer upon delivery.
5.6 Ownershipof the Charging Station remains with the Supplier.
5.7 TheSupplier shall provide Installation services for the Charging Station.
5.8 TheCustomer is responsible for:
a) Providing a suitable location for the Charging Station.
b) Ensuring that the location has the necessary electricalinfrastructure.
c) Obtaining all necessary permits and approvals for theInstallation.
d) Providing the Supplier with access to the location forInstallation.
e) Using the Charging Station in accordance with theSupplier's instructions.
f) Paying for electricity consumed by the Charging Station.
g) Notifying the Supplier of any damage to or malfunction ofthe Charging Station.
h) Returning the Charging Station to the Supplier in goodcondition, with the exception of normal wear and tear, upon termination of therental period.
5.9 TheSupplier is responsible for:
a) Delivering the Charging Station in good workingcondition.
b) Installing the Charging Station in accordance withapplicable laws, regulations, and industry standards.
c) Providing the Customer with instructions for the use ofthe Charging Station.
d) Maintaining the Charging Station in good workingcondition.
e) Repairing or replacing the Charging Station in the eventof damage or malfunction, unless the damage or malfunction is caused by theCustomer's negligence or misuse.
6.1 Under theRevenue Sharing Model, the Supplier owns and operates the Charging Station andshares the revenue with the Customer.
6.2 Therevenue sharing arrangement is specified in Appendix 1 to the Main Agreement.
6.3 TheSupplier shall deliver and install the Charging Station at the locationspecified in Appendix 1 to the Main Agreement.
6.4 The riskof loss or damage to the Charging Station remains with the Supplier.
6.5 Ownershipof the Charging Station remains with the Supplier.
6.6 TheSupplier is responsible for:
a) Delivering and installing the Charging Station inaccordance with applicable laws, regulations, and industry standards.
b) Operating the Charging Station.
c) Maintaining the Charging Station in good workingcondition.
d) Repairing or replacing the Charging Station in the eventof damage or malfunction.
e) Paying for electricity consumed by the Charging Station,unless otherwise agreed.
f) Collecting payment from End Users for Charging Sessions.
g) Sharing the revenue with the Customer in accordance withthe agreed revenue sharing arrangement.
6.7 TheCustomer is responsible for:
a) Providing a suitable location for the Charging Station.
b) Ensuring that the location has the necessary electricalinfrastructure.
c) Obtaining all necessary permits and approvals for theInstallation.
d) Providing the Supplier with access to the location forInstallation, operation, and maintenance.
e) Promoting the Charging Station to potential End Users.
7.1 Under thePurchase Model, the Supplier provides a warranty for the Charging Station.
7.2 Thewarranty period is specified in Appendix 1 to the Main Agreement.
7.3 Thewarranty covers defects in materials and workmanship under normal use.
7.4 Thewarranty does not cover:
a) Defects caused by improper use, negligence, or accident.
b) Defects caused by unauthorized modifications or repairs.
c) Defects caused by failure to follow the Supplier'sinstructions for use and maintenance.
d) Normal wear and tear.
e) Cosmetic damage that does not affect the functionality ofthe Charging Station.
7.5 In theevent of a warranty claim, the Supplier shall, at its option, repair or replacethe defective Charging Station or part thereof.
7.6 TheCustomer shall notify the Supplier of any warranty claim without undue delay.
7.7 TheSupplier shall respond to warranty claims within the time specified in Appendix3 to the Main Agreement.
8.1 TheSupplier shall provide Installation services for the Charging Station.
8.2 TheInstallation services include:
a) Site assessment to determine the suitability of thelocation.
b) Installation of the Charging Station at the designatedlocation.
c) Connection of the Charging Station to the electrical infrastructure.
d) Testing of the Charging Station to ensure properfunctionality.
e) Providing the Customer with instructions for the use ofthe Charging Station.
8.3 Thespecific Installation services to be provided are specified in Appendix 1 tothe Main Agreement.
8.4 TheCustomer shall provide the Supplier with access to the location forInstallation.
8.5 TheCustomer shall ensure that the location has the necessary electricalinfrastructure for the Charging Station.
8.6 TheCustomer shall obtain all necessary permits and approvals for the Installation.
8.7 TheSupplier shall perform the Installation in accordance with applicable laws,regulations, and industry standards.
8.8 TheSupplier shall notify the Customer when the Installation is complete.
8.9 TheCustomer shall inspect the installed Charging Station without undue delay andnotify the Supplier of any defects or issues.
8.10 If theCustomer does not notify the Supplier of any defects or issues within ten (10)business days from the completion of the Installation, the Installation isdeemed to have been accepted by the Customer.
9.1 TheSupplier shall provide Maintenance services for the Charging Station.
9.2 TheMaintenance services include:
a) Regular inspections of the Charging Station.
b) Cleaning of the Charging Station.
c) Software updates for the Charging Station.
d) Repairs of defects and malfunctions.
e) Replacement of worn or damaged parts.
9.3 Thespecific Maintenance services to be provided are specified in Appendix 1 to theMain Agreement.
9.4 Thefrequency of Maintenance services is specified in Appendix 1 to the MainAgreement.
9.5 TheCustomer shall provide the Supplier with access to the Charging Station forMaintenance.
9.6 TheCustomer shall notify the Supplier of any defects or malfunctions of theCharging Station without undue delay.
9.7 TheSupplier shall respond to Maintenance requests within the time specified inAppendix 3 to the Main Agreement.
10.1 Theoperation of the Charging Station depends on the business model:
a) Under the Purchase Model, the Customer is responsible forthe operation of the Charging Station.
b) Under the Rental Model, the Customer is responsible forthe operation of the Charging Station.
c) Under the Revenue Sharing Model, the Supplier isresponsible for the operation of the Charging Station.
10.2 Thespecific operational responsibilities are specified in Appendix 1 to the MainAgreement.
10.3 TheParty responsible for operation shall ensure that the Charging Station isoperated in accordance with applicable laws, regulations, and industrystandards.
10.4 TheParty responsible for operation shall ensure that the Charging Station isavailable for use by End Users during the agreed hours of operation.
10.5 TheParty responsible for operation shall ensure that the Charging Station isproperly maintained and serviced.
10.6 TheParty responsible for operation shall ensure that End Users are provided withinstructions for the use of the Charging Station.
11.1 Underthe Purchase Model, the Customer shall pay the purchase price for the ChargingStation as specified in Appendix 1 to the Main Agreement.
11.2 Underthe Rental Model, the Customer shall pay the rental fee for the ChargingStation as specified in Appendix 1 to the Main Agreement.
11.3 Underthe Revenue Sharing Model, the Supplier shall share the revenue from theCharging Station with the Customer as specified in Appendix 1 to the MainAgreement.
11.4 Therevenue sharing calculation shall be based on the actual revenue collected fromEnd Users for Charging Sessions.
11.5 TheSupplier shall provide the Customer with a monthly statement of the revenuecollected and the Customer's share of the revenue.
11.6 TheSupplier shall pay the Customer's share of the revenue within thirty (30) daysfrom the end of each month.
11.7 TheCustomer has the right to audit the Supplier's revenue records related to theCharging Station once per year, provided that the Customer gives the Supplierat least thirty (30) days' written notice.
12.1 TheSupplier shall provide End User terms and conditions for the use of theCharging Station.
12.2 The EndUser terms and conditions shall regulate the relationship between the Partyresponsible for operation and End Users.
12.3 The EndUser terms and conditions shall include provisions on:
a) How to use the Charging Station.
b) Payment for Charging Sessions.
c) Liability for damage to the Charging Station.
d) Personal data processing.
e) Other relevant terms and conditions.
12.4 Thespecific content of the End User terms and conditions is specified in Appendix1 to the Main Agreement.
12.5 EndUsers must accept the End User terms and conditions before using the ChargingStation.
13.1 Allintellectual property rights to the Charging Station, including but not limitedto software, design, and documentation, belong to the Supplier or itslicensors.
13.2 Underthe Purchase Model, the Customer receives a non-exclusive, non-transferablelicense to use the software embedded in the Charging Station for the purpose ofoperating the Charging Station.
13.3 Underthe Rental Model and Revenue Sharing Model, the Customer receives anon-exclusive, non-transferable license to use the Charging Station and itsembedded software during the term of the Agreement and only for the intendedpurpose.
13.4 TheCustomer may not:
a) Copy, modify, adapt, or otherwise alter the softwareembedded in the Charging Station.
b) Decompile, disassemble, or otherwise perform"reverse engineering" on the software embedded in the ChargingStation.
c) Grant sublicenses, rent, lend, or otherwise make thesoftware embedded in the Charging Station available to third parties.
d) Remove, alter, or obscure copyright notices, trademarks,or other proprietary notices on the Charging Station.
14.1 EachParty is the data controller for its respective processing of personal data.
14.2 To theextent that the Supplier processes personal data on behalf of the Customer, theSupplier is the data processor and the Customer is the data controller. Suchprocessing is regulated in the data processing agreement that constitutesAppendix 6 to the Main Agreement.
14.3 EachParty undertakes to comply with applicable data protection legislation,including but not limited to the General Data Protection Regulation (EU)2016/679 (GDPR).
15.1 TheSupplier's liability for damage caused by the Charging Station is limited inaccordance with Section 11 of the Main Agreement.
15.2 TheSupplier is not liable for:
a) Damage caused by the Customer's or End Users' improperuse, negligence, or accident.
b) Damage caused by unauthorized modifications or repairs.
c) Damage caused by failure to follow the Supplier'sinstructions for use and maintenance.
d) Damage caused by force majeure events.
e) Indirect damage or consequential damage, such as loss ofprofit or third-party claims.
15.3 TheCustomer is liable for damage to the Charging Station caused by the Customer'snegligence or misuse.
15.4 Underthe Purchase Model and Rental Model, the Customer is liable for damage to theCharging Station caused by End Users, unless otherwise agreed.
15.5 Underthe Revenue Sharing Model, the Supplier is liable for damage to the ChargingStation caused by End Users, unless otherwise agreed.
16.1 TheseSpecial Terms apply as long as the Main Agreement is in force.
16.2 In theevent of termination of the Main Agreement, these Special Terms shall alsoterminate.
16.3 Upontermination of the Agreement:
a) Under the Purchase Model, the Customer retains ownershipof the Charging Station.
b) Under the Rental Model, the Customer shall return theCharging Station to the Supplier in good condition, with the exception ofnormal wear and tear.
c) Under the Revenue Sharing Model, the Supplier shallremove the Charging Station from the Customer's premises, unless otherwiseagreed.
APPENDIX 1: SPECIFICATION
17.1 Disputesarising from these Special Terms shall be settled in accordance with Section 18of the Main Agreement.
This appendix contains the detailed specification of theCharging Station, including:
1. Technicalspecifications
2. Businessmodel (Purchase, Rental, or Revenue Sharing)
3. Pricingand payment terms
4.Installation requirements
5.Maintenance schedule
6.Operational responsibilities
7. End Userterms and conditions
8. Otherspecific terms and conditions
[Note: The specific content of this appendix will becustomized for each Customer.]
In these Special Terms, the following terms shall have themeanings set forth below:
1.1**Agreement**: refers to the Main Agreement between the Parties including allappendices, applicable General Terms and Conditions, and Special Terms andConditions.
1.2 **AccessControl System**: refers to the system that controls access to the Facilitythrough the Parkit Brain solution.
1.3**Customer**: refers to the legal or natural person specified as Customer inthe Main Agreement.
1.4 **EndUser**: refers to a person who uses the Parkit Brain solution to access theFacility.
1.5**Facility**: refers to the parking area(s) with associated infrastructurecovered by the Agreement, as specified in Appendix 1 to the Main Agreement.
1.6 **GeneralTerms and Conditions**: refers to the general terms and conditions that applyto the Agreement, as specified in Appendix 2 to the Main Agreement.
1.7**Hardware**: refers to the physical components of the Parkit Brain solution,including but not limited to gate controllers, readers, and sensors.
1.8**Installation**: refers to the process of installing and connecting the ParkitBrain solution at the designated location.
1.9 **MainAgreement**: refers to the main agreement that has been entered into betweenthe Parties and to which these Special Terms constitute an appendix.
1.10**Maintenance**: refers to the services provided by the Supplier to maintainthe Parkit Brain solution in good working condition.
1.11 **ParkitBrain**: refers to the access control solution provided by the Supplier underthe Agreement, also known as Lockifi.
1.12**Party**: refers to the Supplier or the Customer individually.
1.13**Parties**: refers to the Supplier and the Customer jointly.
1.14**Purchase Model**: refers to the business model where the Customer purchasesthe Parkit Brain solution from the Supplier.
1.15 **RentalModel**: refers to the business model where the Customer rents the Parkit Brainsolution from the Supplier.
1.16**Software**: refers to the software components of the Parkit Brain solution,including but not limited to the access control application, managementinterface, and underlying systems.
1.17**Special Terms**: refers to these special terms for Parkit Brain.
1.18**Supplier**: refers to Parkit Sweden AB, reg. no. 559301-5968.
2.1 TheseSpecial Terms constitute an integral part of the Agreement between the Partiesand regulate the Supplier's provision of the Parkit Brain solution to theCustomer.
2.2 In theevent of any discrepancies between the Main Agreement and these Special Terms,the Main Agreement shall take precedence.
2.3 In theevent of any discrepancies between these Special Terms and any General Termsand Conditions, these Special Terms shall take precedence with respect to theParkit Brain solution.
2.4 TheSupplier reserves the right to amend these Special Terms at any time.Amendments shall enter into force thirty (30) days after the Supplier hasnotified the Customer of the amendments. It is the Customer's responsibility tokeep informed of the current version of the Special Terms via the Supplier'swebsite.
2.5 If theCustomer does not accept the amendments to the Special Terms, the Customer hasthe right to terminate the Agreement with thirty (30) days' notice by writtennotification to the Supplier within thirty (30) days from when the amendmentswere notified.
3.1 TheParkit Brain solution is an access control system for parking facilities thatallows End Users to access the Facility using their mobile devices or otherauthorized credentials.
3.2 TheParkit Brain solution includes:
a) **Hardware**: Physical components such as gatecontrollers, readers, and sensors.
b) **Software**: Access control application, managementinterface, and underlying systems.
c) **Services**: Installation, configuration, maintenance,and support services.
3.3 Thespecific components and features of the Parkit Brain solution are specified inAppendix 1 to the Main Agreement.
4.1 TheSupplier offers two primary business models for the Parkit Brain solution:
a) **Purchase Model**: The Customer purchases the Hardwareand licenses the Software from the Supplier.
b) **Rental Model**: The Customer rents the Hardware andlicenses the Software from the Supplier.
4.2 Thespecific business model chosen by the Customer is specified in Appendix 1 tothe Main Agreement.
4.3 The termsand conditions for each business model are specified in Sections 5 and 6 ofthese Special Terms.
5.1 Under thePurchase Model, the Customer purchases the Hardware and licenses the Softwarefrom the Supplier.
5.2 Thepurchase price for the Hardware and the license fee for the Software arespecified in Appendix 1 to the Main Agreement.
5.3 TheSupplier shall deliver the Hardware to the Customer at the location specifiedin Appendix 1 to the Main Agreement.
5.4 The riskof loss or damage to the Hardware passes to the Customer upon delivery.
5.5 Ownershipof the Hardware passes to the Customer upon full payment of the purchase price.
5.6 TheSupplier grants the Customer a non-exclusive, non-transferable license to usethe Software during the term specified in Appendix 1 to the Main Agreement.
5.7 TheSupplier shall provide Installation services for the Parkit Brain solution,unless otherwise agreed.
5.8 TheCustomer is responsible for:
a) Providing a suitable location for the Hardware.
b) Ensuring that the location has the necessary infrastructure(power, network, etc.).
c) Obtaining all necessary permits and approvals for theInstallation.
d) Providing the Supplier with access to the location forInstallation.
e) Maintaining the Hardware in accordance with theSupplier's instructions.
f) Using the Software in accordance with the Supplier'sinstructions.
g) Ensuring that the Parkit Brain solution is used inaccordance with applicable laws and regulations.
5.9 TheSupplier is responsible for:
a) Delivering the Hardware in good working condition.
b) Providing the Software in accordance with thespecifications.
c) Installing the Parkit Brain solution in accordance withapplicable laws, regulations, and industry standards.
d) Providing the Customer with instructions for the use andmaintenance of the Parkit Brain solution.
e) Providing warranty services for the Hardware inaccordance with Section 7 of these Special Terms.
f) Providing support and maintenance services for theSoftware in accordance with Section 8 of these Special Terms.
6.1 Under theRental Model, the Customer rents the Hardware and licenses the Software fromthe Supplier.
6.2 Therental fee for the Hardware and the license fee for the Software are specifiedin Appendix 1 to the Main Agreement.
6.3 Therental period is specified in Appendix 1 to the Main Agreement.
6.4 TheSupplier shall deliver the Hardware to the Customer at the location specifiedin Appendix 1 to the Main Agreement.
6.5 The riskof loss or damage to the Hardware passes to the Customer upon delivery.
6.6 Ownershipof the Hardware remains with the Supplier.
6.7 TheSupplier grants the Customer a non-exclusive, non-transferable license to usethe Software during the rental period.
6.8 TheSupplier shall provide Installation services for the Parkit Brain solution.
6.9 TheCustomer is responsible for:
a) Providing a suitable location for the Hardware.
b) Ensuring that the location has the necessaryinfrastructure (power, network, etc.).
c) Obtaining all necessary permits and approvals for theInstallation.
d) Providing the Supplier with access to the location forInstallation.
e) Using the Hardware and Software in accordance with theSupplier's instructions.
f) Notifying the Supplier of any damage to or malfunction ofthe Hardware or Software.
g) Returning the Hardware to the Supplier in good condition,with the exception of normal wear and tear, upon termination of the rentalperiod.
h) Ensuring that the Parkit Brain solution is used inaccordance with applicable laws and regulations.
6.10 TheSupplier is responsible for:
a) Delivering the Hardware in good working condition.
b) Providing the Software in accordance with thespecifications.
c) Installing the Parkit Brain solution in accordance withapplicable laws, regulations, and industry standards.
d) Providing the Customer with instructions for the use ofthe Parkit Brain solution.
e) Maintaining the Hardware in good working condition.
f) Providing support and maintenance services for theSoftware.
g) Repairing or replacing the Hardware in the event ofdamage or malfunction, unless the damage or malfunction is caused by theCustomer's negligence or misuse.
7.1 Under thePurchase Model, the Supplier provides a warranty for the Hardware.
7.2 Thewarranty period is specified in Appendix 1 to the Main Agreement.
7.3 Thewarranty covers defects in materials and workmanship under normal use.
7.4 Thewarranty does not cover:
a) Defects caused by improper use, negligence, or accident.
b) Defects caused by unauthorized modifications or repairs.
c) Defects caused by failure to follow the Supplier'sinstructions for use and maintenance.
d) Normal wear and tear.
e) Cosmetic damage that does not affect the functionality ofthe Hardware.
7.5 In the eventof a warranty claim, the Supplier shall, at its option, repair or replace thedefective Hardware or part thereof.
7.6 TheCustomer shall notify the Supplier of any warranty claim without undue delay.
7.7 TheSupplier shall respond to warranty claims within the time specified in Appendix3 to the Main Agreement.
8.1 TheSupplier shall provide support and maintenance services for the Parkit Brainsolution.
8.2 Thesupport and maintenance services include:
a) **Technical support**: Assistance with technical issuesrelated to the Parkit Brain solution.
b) **Software updates**: Updates to the Software to fixbugs, improve performance, or add new features.
c) **Hardware maintenance**: Maintenance of the Hardware toensure proper functionality.
d) **Remote monitoring**: Monitoring of the Parkit Brainsolution to detect and address issues proactively.
e) **Documentation**: Provision of updated documentation forthe Parkit Brain solution.
8.3 Thespecific support and maintenance services to be provided are specified inAppendix 1 to the Main Agreement.
8.4 TheSupplier shall provide support services during the hours specified in Appendix3 to the Main Agreement.
8.5 TheCustomer shall report issues with the Parkit Brain solution to the Supplier'ssupport service.
8.6 TheSupplier shall respond to support requests within the time specified inAppendix 3 to the Main Agreement.
8.7 TheSupplier shall resolve issues within the time specified in Appendix 3 to theMain Agreement.
8.8 TheCustomer shall provide the Supplier with access to the Parkit Brain solutionfor the purpose of providing support and maintenance services.
9.1 TheSupplier shall provide Installation services for the Parkit Brain solution.
9.2 TheInstallation services include:
a) Site assessment to determine the suitability of thelocation.
b) Installation of the Hardware at the designated location.
c) Configuration of the Software.
d) Integration with other systems, if applicable.
e) Testing of the Parkit Brain solution to ensure properfunctionality.
f) Providing the Customer with instructions for the use ofthe Parkit Brain solution.
9.3 Thespecific Installation services to be provided are specified in Appendix 1 tothe Main Agreement.
9.4 TheCustomer shall provide the Supplier with access to the location forInstallation.
9.5 TheCustomer shall ensure that the location has the necessary infrastructure(power, network, etc.) for the Parkit Brain solution.
9.6 TheCustomer shall obtain all necessary permits and approvals for the Installation.
9.7 TheSupplier shall perform the Installation in accordance with applicable laws,regulations, and industry standards.
9.8 TheSupplier shall notify the Customer when the Installation is complete.
9.9 TheCustomer shall inspect the installed Parkit Brain solution without undue delayand notify the Supplier of any defects or issues.
9.10 If theCustomer does not notify the Supplier of any defects or issues within ten (10)business days from the completion of the Installation, the Installation isdeemed to have been accepted by the Customer.
10.1 TheParkit Brain solution includes an Access Control System that allows End Usersto access the Facility using their mobile devices or other authorizedcredentials.
10.2 TheAccess Control System includes:
a) **User management**: Functionality for managing End Useraccounts and access rights.
b) **Access methods**: Various methods for End Users toaccess the Facility, such as mobile app, RFID cards, or license platerecognition.
c) **Access logs**: Records of all access events.
d) **Reporting**: Functionality for generating reports onaccess events.
e) **Integration**: Functionality for integrating with othersystems, such as parking management systems or payment systems.
10.3 Thespecific features and functionality of the Access Control System are specifiedin Appendix 1 to the Main Agreement.
10.4 TheSupplier is responsible for:
a) Providing the Access Control System in accordance withthe specifications.
b) Ensuring that the Access Control System is secure andreliable.
c) Providing the Customer with instructions for the use andadministration of the Access Control System.
d) Providing support and maintenance services for the AccessControl System.
10.5 TheCustomer is responsible for:
a) Administering the Access Control System, includingmanaging End User accounts and access rights.
b) Ensuring that the Access Control System is used inaccordance with applicable laws and regulations, particularly with respect topersonal data protection.
c) Informing End Users about how to use the Access ControlSystem.
d) Notifying the Supplier of any issues with the AccessControl System.
11.1 TheSupplier shall provide End User terms and conditions for the use of the ParkitBrain solution.
11.2 The EndUser terms and conditions shall regulate the relationship between the Customerand End Users.
11.3 The EndUser terms and conditions shall include provisions on:
a) How to use the Parkit Brain solution.
b) End User responsibilities.
c) Liability for unauthorized access or misuse.
d) Personal data processing.
e) Other relevant terms and conditions.
11.4 Thespecific content of the End User terms and conditions is specified in Appendix1 to the Main Agreement.
11.5 EndUsers must accept the End User terms and conditions before using the ParkitBrain solution.
11.6 TheCustomer is responsible for ensuring that End Users comply with the End Userterms and conditions.
12.1 TheSupplier shall implement and maintain appropriate technical and organizationalsecurity measures to protect the Parkit Brain solution and the data processedby it.
12.2 Thesecurity measures shall include, but are not limited to:
a) **Access control**: Measures to control access to theParkit Brain solution and its data.
b) **Authentication**: Measures to authenticate End Usersand administrators.
c) **Encryption**: Measures to encrypt data in transit andat rest.
d) **Backup**: Measures to back up data.
e) **Monitoring**: Measures to monitor the Parkit Brainsolution for security incidents.
f) **Incident response**: Measures to respond to securityincidents.
12.3 Thespecific security measures to be implemented are specified in Appendix 1 to theMain Agreement.
12.4 TheSupplier shall regularly review and update the security measures to ensure thatthey remain appropriate and effective.
12.5 TheSupplier shall notify the Customer of security incidents that affect the ParkitBrain solution or the data processed by it without undue delay.
12.6 TheCustomer shall implement and maintain appropriate security measures for its ownsystems and networks that connect to the Parkit Brain solution.
12.7 TheCustomer shall notify the Supplier of security incidents that may affect theParkit Brain solution without undue delay.
13.1 Allintellectual property rights to the Parkit Brain solution, including but notlimited to the Software, design, and documentation, belong to the Supplier orits licensors.
13.2 Underthe Purchase Model, the Customer receives:
a) Ownership of the Hardware upon full payment of thepurchase price.
b) A non-exclusive, non-transferable license to use theSoftware during the term specified in Appendix 1 to the Main Agreement.
13.3 Underthe Rental Model, the Customer receives a non-exclusive, non-transferablelicense to use the Parkit Brain solution during the rental period.
13.4 TheCustomer may not:
a) Copy, modify, adapt, or otherwise alter the Software.
b) Decompile, disassemble, or otherwise perform"reverse engineering" on the Software.
c) Grant sublicenses, rent, lend, or otherwise make theSoftware available to third parties.
d) Remove, alter, or obscure copyright notices, trademarks,or other proprietary notices on the Parkit Brain solution.
14.1 EachParty is the data controller for its respective processing of personal data.
14.2 To theextent that the Supplier processes personal data on behalf of the Customer, theSupplier is the data processor and the Customer is the data controller. Suchprocessing is regulated in the data processing agreement that constitutesAppendix 6 to the Main Agreement.
14.3 EachParty undertakes to comply with applicable data protection legislation,including but not limited to the General Data Protection Regulation (EU)2016/679 (GDPR).
14.4 TheCustomer is responsible for:
a) Ensuring that there is a legal basis for the processingof personal data in connection with the Parkit Brain solution.
b) Informing End Users about the processing of personal datain connection with the Parkit Brain solution.
c) Obtaining End Users' consent for the processing ofpersonal data when required by applicable data protection legislation.
d) Handling requests from End Users regarding their rightsunder applicable data protection legislation.
14.5 TheSupplier is responsible for:
a) Implementing and maintaining appropriate technical andorganizational security measures to protect personal data processed by theParkit Brain solution.
b) Assisting the Customer in fulfilling its obligationsunder applicable data protection legislation, to the extent possibleconsidering the nature of the processing and the information available to theSupplier.
c) Notifying the Customer of personal data breaches withoutundue delay.
d) Deleting or returning all personal data to the Customerafter the termination of the Agreement, according to the Customer's choice.
15.1 TheSupplier's liability for damage caused by the Parkit Brain solution is limitedin accordance with Section 11 of the Main Agreement.
15.2 TheSupplier is not liable for:
a) Damage caused by the Customer's or End Users' improperuse, negligence, or accident.
b) Damage caused by unauthorized modifications or repairs.
c) Damage caused by failure to follow the Supplier'sinstructions for use and maintenance.
d) Damage caused by force majeure events.
e) Indirect damage or consequential damage, such as loss ofprofit or third-party claims.
f) Damage caused by unauthorized access to the Facilitythrough the Parkit Brain solution, unless such unauthorized access is due to adefect in the Parkit Brain solution.
15.3 TheCustomer is liable for damage to the Parkit Brain solution caused by theCustomer's negligence or misuse.
15.4 TheCustomer is liable for damage to the Parkit Brain solution caused by End Users,unless otherwise agreed.
16.1 TheseSpecial Terms apply as long as the Main Agreement is in force.
16.2 In theevent of termination of the Main Agreement, these Special Terms shall alsoterminate.
16.3 Upontermination of the Agreement:
a) Under the Purchase Model, the Customer retains ownershipof the Hardware, but the license to use the Software terminates.
b) Under the Rental Model, the Customer shall return theHardware to the Supplier in good condition, with the exception of normal wearand tear, and the license to use the Software terminates.
16.4 TheSupplier shall, upon the Customer's request, assist the Customer intransitioning to another access control solution.
17.1 Disputesarising from these Special Terms shall be settled in accordance with Section 18of the Main Agreement.
This appendix contains the detailed specification of theParkit Brain solution, including:
1. Technicalspecifications of the Hardware and Software
2. Businessmodel (Purchase or Rental)
3. Pricingand payment terms
4.Installation requirements
5. Supportand maintenance services
6. Accesscontrol features and functionality
7. End Userterms and conditions
8. Securitymeasures
9. Otherspecific terms and conditions
[Note: The specific content of this appendix will becustomized for each Customer.]
In these Special Terms, the following terms shall have themeanings set forth below:
1.1**Agreement**: refers to the Main Agreement between the Parties including allappendices, applicable General Terms and Conditions, and Special Terms andConditions.
1.2**Content**: refers to the information, images, videos, and other materialdisplayed on the Information Screens.
1.3 **ContentManagement System (CMS)**: refers to the software system used to manage andupdate the Content displayed on the Information Screens.
1.4**Customer**: refers to the legal or natural person specified as Customer inthe Main Agreement.
1.5**Facility**: refers to the parking area(s) with associated infrastructurecovered by the Agreement, as specified in Appendix 1 to the Main Agreement.
1.6 **GeneralTerms and Conditions**: refers to the general terms and conditions that applyto the Agreement, as specified in Appendix 2 to the Main Agreement.
1.7**Hardware**: refers to the physical components of the Information Screens,including but not limited to display panels, mounting equipment, andconnectivity devices.
1.8**Information Screens**: refers to the digital display screens provided by theSupplier under the Agreement.
1.9**Installation**: refers to the process of installing and connecting theInformation Screens at the designated location.
1.10 **MainAgreement**: refers to the main agreement that has been entered into betweenthe Parties and to which these Special Terms constitute an appendix.
1.11**Maintenance**: refers to the services provided by the Supplier to maintainthe Information Screens in good working condition.
1.12**Party**: refers to the Supplier or the Customer individually.
1.13**Parties**: refers to the Supplier and the Customer jointly.
1.14**Purchase Model**: refers to the business model where the Customer purchasesthe Information Screens from the Supplier.
1.15 **RentalModel**: refers to the business model where the Customer rents the InformationScreens from the Supplier.
1.16**Software**: refers to the software components of the Information Screens,including but not limited to the operating system, Content Management System,and any applications.
1.17**Special Terms**: refers to these special terms for Information Screens.
1.18**Supplier**: refers to Parkit Sweden AB, reg. no. 559301-5968.
2.1 TheseSpecial Terms constitute an integral part of the Agreement between the Partiesand regulate the Supplier's provision of Information Screens to the Customer.
2.2 In theevent of any discrepancies between the Main Agreement and these Special Terms,the Main Agreement shall take precedence.
2.3 In theevent of any discrepancies between these Special Terms and any General Termsand Conditions, these Special Terms shall take precedence with respect toInformation Screens.
2.4 TheSupplier reserves the right to amend these Special Terms at any time.Amendments shall enter into force thirty (30) days after the Supplier hasnotified the Customer of the amendments. It is the Customer's responsibility tokeep informed of the current version of the Special Terms via the Supplier'swebsite.
2.5 If theCustomer does not accept the amendments to the Special Terms, the Customer hasthe right to terminate the Agreement with thirty (30) days' notice by writtennotification to the Supplier within thirty (30) days from when the amendmentswere notified.
3.1 TheInformation Screens are digital display screens that can be used to displayvarious types of Content, such as parking information, advertisements, news,and other information.
3.2 TheInformation Screens include:
a) **Hardware**: Physical components such as display panels,mounting equipment, and connectivity devices.
b) **Software**: Operating system, Content ManagementSystem, and any applications.
c) **Services**: Installation, configuration, maintenance,and support services.
3.3 Thespecific components and features of the Information Screens are specified inAppendix 1 to the Main Agreement.
4.1 TheSupplier offers two primary business models for the Information Screens:
a) **Purchase Model**: The Customer purchases the Hardwareand licenses the Software from the Supplier.
b) **Rental Model**: The Customer rents the Hardware andlicenses the Software from the Supplier.
4.2 Thespecific business model chosen by the Customer is specified in Appendix 1 tothe Main Agreement.
4.3 The termsand conditions for each business model are specified in Sections 5 and 6 ofthese Special Terms.
5.1 Under thePurchase Model, the Customer purchases the Hardware and licenses the Softwarefrom the Supplier.
5.2 Thepurchase price for the Hardware and the license fee for the Software arespecified in Appendix 1 to the Main Agreement.
5.3 TheSupplier shall deliver the Hardware to the Customer at the location specifiedin Appendix 1 to the Main Agreement.
5.4 The riskof loss or damage to the Hardware passes to the Customer upon delivery.
5.5 Ownershipof the Hardware passes to the Customer upon full payment of the purchase price.
5.6 TheSupplier grants the Customer a non-exclusive, non-transferable license to usethe Software during the term specified in Appendix 1 to the Main Agreement.
5.7 TheSupplier shall provide Installation services for the Information Screens,unless otherwise agreed.
5.8 TheCustomer is responsible for:
a) Providing a suitable location for the Hardware.
b) Ensuring that the location has the necessaryinfrastructure (power, network, etc.).
c) Obtaining all necessary permits and approvals for theInstallation.
d) Providing the Supplier with access to the location forInstallation.
e) Maintaining the Hardware in accordance with theSupplier's instructions.
f) Using the Software in accordance with the Supplier'sinstructions.
g) Ensuring that the Information Screens are used inaccordance with applicable laws and regulations.
h) Managing and updating the Content displayed on the InformationScreens, unless otherwise agreed.
5.9 TheSupplier is responsible for:
a) Delivering the Hardware in good working condition.
b) Providing the Software in accordance with thespecifications.
c) Installing the Information Screens in accordance withapplicable laws, regulations, and industry standards.
d) Providing the Customer with instructions for the use andmaintenance of the Information Screens.
e) Providing warranty services for the Hardware inaccordance with Section 7 of these Special Terms.
f) Providing support and maintenance services for theSoftware in accordance with Section 8 of these Special Terms.
6.1 Under theRental Model, the Customer rents the Hardware and licenses the Software fromthe Supplier.
6.2 Therental fee for the Hardware and the license fee for the Software are specifiedin Appendix 1 to the Main Agreement.
6.3 Therental period is specified in Appendix 1 to the Main Agreement.
6.4 TheSupplier shall deliver the Hardware to the Customer at the location specifiedin Appendix 1 to the Main Agreement.
6.5 The riskof loss or damage to the Hardware passes to the Customer upon delivery.
6.6 Ownershipof the Hardware remains with the Supplier.
6.7 TheSupplier grants the Customer a non-exclusive, non-transferable license to usethe Software during the rental period.
6.8 TheSupplier shall provide Installation services for the Information Screens.
6.9 TheCustomer is responsible for:
a) Providing a suitable location for the Hardware.
b) Ensuring that the location has the necessaryinfrastructure (power, network, etc.).
c) Obtaining all necessary permits and approvals for theInstallation.
d) Providing the Supplier with access to the location forInstallation.
e) Using the Hardware and Software in accordance with theSupplier's instructions.
f) Notifying the Supplier of any damage to or malfunction ofthe Hardware or Software.
g) Returning the Hardware to the Supplier in good condition,with the exception of normal wear and tear, upon termination of the rentalperiod.
h) Ensuring that the Information Screens are used inaccordance with applicable laws and regulations.
i) Managing and updating the Content displayed on theInformation Screens, unless otherwise agreed.
6.10 TheSupplier is responsible for:
a) Delivering the Hardware in good working condition.
b) Providing the Software in accordance with thespecifications.
c) Installing the Information Screens in accordance withapplicable laws, regulations, and industry standards.
d) Providing the Customer with instructions for the use ofthe Information Screens.
e) Maintaining the Hardware in good working condition.
f) Providing support and maintenance services for theSoftware.
g) Repairing or replacing the Hardware in the event ofdamage or malfunction, unless the damage or malfunction is caused by theCustomer's negligence or misuse.
7.1 Under thePurchase Model, the Supplier provides a warranty for the Hardware.
7.2 Thewarranty period is specified in Appendix 1 to the Main Agreement.
7.3 Thewarranty covers defects in materials and workmanship under normal use.
7.4 Thewarranty does not cover:
a) Defects caused by improper use, negligence, or accident.
b) Defects caused by unauthorized modifications or repairs.
c) Defects caused by failure to follow the Supplier'sinstructions for use and maintenance.
d) Normal wear and tear.
e) Cosmetic damage that does not affect the functionality ofthe Hardware.
f) Pixel defects within the limits specified in Appendix 1to the Main Agreement.
7.5 In theevent of a warranty claim, the Supplier shall, at its option, repair or replacethe defective Hardware or part thereof.
7.6 TheCustomer shall notify the Supplier of any warranty claim without undue delay.
7.7 TheSupplier shall respond to warranty claims within the time specified in Appendix3 to the Main Agreement.
8.1 TheSupplier shall provide support and maintenance services for the InformationScreens.
8.2 Thesupport and maintenance services include:
a) **Technical support**: Assistance with technical issuesrelated to the Information Screens.
b) **Software updates**: Updates to the Software to fixbugs, improve performance, or add new features.
c) **Hardware maintenance**: Maintenance of the Hardware toensure proper functionality.
d) **Remote monitoring**: Monitoring of the InformationScreens to detect and address issues proactively.
e) **Documentation**: Provision of updated documentation forthe Information Screens.
8.3 Thespecific support and maintenance services to be provided are specified inAppendix 1 to the Main Agreement.
8.4 TheSupplier shall provide support services during the hours specified in Appendix3 to the Main Agreement.
8.5 TheCustomer shall report issues with the Information Screens to the Supplier'ssupport service.
8.6 TheSupplier shall respond to support requests within the time specified inAppendix 3 to the Main Agreement.
8.7 TheSupplier shall resolve issues within the time specified in Appendix 3 to theMain Agreement.
8.8 TheCustomer shall provide the Supplier with access to the Information Screens forthe purpose of providing support and maintenance services.
9.1 TheSupplier shall provide Installation services for the Information Screens.
9.2 TheInstallation services include:
a) Site assessment to determine the suitability of thelocation.
b) Installation of the Hardware at the designated location.
c) Configuration of the Software.
d) Integration with other systems, if applicable.
e) Testing of the Information Screens to ensure properfunctionality.
f) Providing the Customer with instructions for the use ofthe Information Screens.
9.3 Thespecific Installation services to be provided are specified in Appendix 1 tothe Main Agreement.
9.4 TheCustomer shall provide the Supplier with access to the location forInstallation.
9.5 TheCustomer shall ensure that the location has the necessary infrastructure(power, network, etc.) for the Information Screens.
9.6 TheCustomer shall obtain all necessary permits and approvals for the Installation.
9.7 TheSupplier shall perform the Installation in accordance with applicable laws,regulations, and industry standards.
9.8 TheSupplier shall notify the Customer when the Installation is complete.
9.9 TheCustomer shall inspect the installed Information Screens without undue delayand notify the Supplier of any defects or issues.
9.10 If theCustomer does not notify the Supplier of any defects or issues within ten (10)business days from the completion of the Installation, the Installation isdeemed to have been accepted by the Customer.
10.1 TheInformation Screens include a Content Management System (CMS) that allows theCustomer to manage and update the Content displayed on the Information Screens.
10.2 TheContent Management System includes:
a) **Content creation**: Tools for creating and editingContent.
b) **Content scheduling**: Functionality for scheduling whendifferent Content should be displayed.
c) **Content distribution**: Functionality for distributingContent to different Information Screens.
d) **Content monitoring**: Functionality for monitoring whatContent is displayed on different Information Screens.
e) **User management**: Functionality for managing useraccounts and access rights.
10.3 Thespecific features and functionality of the Content Management System arespecified in Appendix 1 to the Main Agreement.
10.4 TheSupplier is responsible for:
a) Providing the Content Management System in accordancewith the specifications.
b) Ensuring that the Content Management System is secure andreliable.
c) Providing the Customer with instructions for the use ofthe Content Management System.
d) Providing support and maintenance services for theContent Management System.
10.5 TheCustomer is responsible for:
a) Managing and updating the Content displayed on theInformation Screens, unless otherwise agreed.
b) Ensuring that the Content complies with applicable lawsand regulations, including but not limited to laws and regulations regardingadvertising, intellectual property rights, and personal data protection.
c) Obtaining all necessary rights and permissions for theContent.
d) Ensuring that the Content is accurate, up-to-date, andappropriate for the intended audience.
e) Backing up the Content.
11.1 TheCustomer shall ensure that the Content displayed on the Information Screens:
a) Complies with applicable laws and regulations, includingbut not limited to laws and regulations regarding advertising, intellectualproperty rights, and personal data protection.
b) Does not infringe on any third-party rights, includingbut not limited to intellectual property rights and personal data rights.
c) Is not defamatory, offensive, or otherwise inappropriate.
d) Is accurate and not misleading.
e) Is appropriate for the intended audience.
f) Does not contain any malware, viruses, or other harmfulcode.
11.2 TheSupplier has the right to remove or block Content that, in the Supplier'sreasonable opinion, violates the requirements in Section 11.1.
11.3 TheSupplier is not responsible for reviewing or approving the Content before it isdisplayed on the Information Screens.
11.4 TheCustomer shall indemnify and hold the Supplier harmless from any claims,damages, costs, and expenses arising from or related to the Content.
12.1 Allintellectual property rights to the Information Screens, including but notlimited to the Hardware, Software, and documentation, belong to the Supplier orits licensors.
12.2 Underthe Purchase Model, the Customer receives:
a) Ownership of the Hardware upon full payment of thepurchase price.
b) A non-exclusive, non-transferable license to use theSoftware during the term specified in Appendix 1 to the Main Agreement.
12.3 Underthe Rental Model, the Customer receives a non-exclusive, non-transferablelicense to use the Information Screens during the rental period.
12.4 TheCustomer may not:
a) Copy, modify, adapt, or otherwise alter the Software.
b) Decompile, disassemble, or otherwise perform"reverse engineering" on the Software.
c) Grant sublicenses, rent, lend, or otherwise make theSoftware available to third parties.
d) Remove, alter, or obscure copyright notices, trademarks,or other proprietary notices on the Information Screens.
12.5 Allintellectual property rights to the Content belong to the Customer or itslicensors.
12.6 TheCustomer grants the Supplier a non-exclusive, non-transferable license to usethe Content for the purpose of providing the services under the Agreement.
13.1 EachParty is the data controller for its respective processing of personal data.
13.2 To theextent that the Supplier processes personal data on behalf of the Customer, theSupplier is the data processor and the Customer is the data controller. Suchprocessing is regulated in the data processing agreement that constitutesAppendix 6 to the Main Agreement.
13.3 EachParty undertakes to comply with applicable data protection legislation,including but not limited to the General Data Protection Regulation (EU)2016/679 (GDPR).
13.4 TheCustomer is responsible for:
a) Ensuring that there is a legal basis for the processingof personal data in connection with the Information Screens.
b) Informing data subjects about the processing of personaldata in connection with the Information Screens.
c) Obtaining data subjects' consent for the processing ofpersonal data when required by applicable data protection legislation.
d) Handling requests from data subjects regarding theirrights under applicable data protection legislation.
13.5 TheSupplier is responsible for:
a) Implementing and maintaining appropriate technical andorganizational security measures to protect personal data processed by theInformation Screens.
b) Assisting the Customer in fulfilling its obligationsunder applicable data protection legislation, to the extent possibleconsidering the nature of the processing and the information available to theSupplier.
c) Notifying the Customer of personal data breaches withoutundue delay.
d) Deleting or returning all personal data to the Customerafter the termination of the Agreement, according to the Customer's choice.
14.1 TheSupplier's liability for damage caused by the Information Screens is limited inaccordance with Section 11 of the Main Agreement.
14.2 TheSupplier is not liable for:
a) Damage caused by the Customer's improper use, negligence,or accident.
b) Damage caused by unauthorized modifications or repairs.
c) Damage caused by failure to follow the Supplier'sinstructions for use and maintenance.
d) Damage caused by force majeure events.
e) Indirect damage or consequential damage, such as loss ofprofit or third-party claims.
f) Damage caused by the Content, including but not limitedto claims of infringement of intellectual property rights or personal datarights.
14.3 TheCustomer is liable for damage to the Information Screens caused by theCustomer's negligence or misuse.
14.4 TheCustomer is liable for any claims, damages, costs, and expenses arising from orrelated to the Content.
15.1 TheseSpecial Terms apply as long as the Main Agreement is in force.
15.2 In theevent of termination of the Main Agreement, these Special Terms shall alsoterminate.
15.3 Upontermination of the Agreement:
a) Under the Purchase Model, the Customer retains ownershipof the Hardware, but the license to use the Software terminates.
b) Under the Rental Model, the Customer shall return theHardware to the Supplier in good condition, with the exception of normal wearand tear, and the license to use the Software terminates.
15.4 TheSupplier shall, upon the Customer's request, assist the Customer intransitioning to another information screen solution.
16.1 Disputesarising from these Special Terms shall be settled in accordance with Section 18of the Main Agreement.
This appendix contains the detailed specification of theInformation Screens, including:
1. Technicalspecifications of the Hardware and Software
2. Businessmodel (Purchase or Rental)
3. Pricingand payment terms
4.Installation requirements
5. Supportand maintenance services
6. ContentManagement System features and functionality
7. Pixeldefect limits
8. Otherspecific terms and conditions
[Note: The specific content of this appendix will becustomized for each Customer.]
In these Special Terms, the following terms shall have themeanings set forth below:
1.1**Agreement**: refers to the Main Agreement between the Parties including allappendices, applicable General Terms and Conditions, and Special Terms andConditions.
1.2 **ANPR**:refers to Automatic Number Plate Recognition, a technology that uses opticalcharacter recognition to read vehicle license plates.
1.3 **ANPRCamera**: refers to the camera system that uses ANPR technology provided by theSupplier under the Agreement.
1.4 **ANPRData**: refers to the data collected by the ANPR Camera, including but notlimited to license plate numbers, timestamps, and images.
1.5**Customer**: refers to the legal or natural person specified as Customer inthe Main Agreement.
1.6**Facility**: refers to the parking area(s) with associated infrastructurecovered by the Agreement, as specified in Appendix 1 to the Main Agreement.
1.7 **GeneralTerms and Conditions**: refers to the general terms and conditions that applyto the Agreement, as specified in Appendix 2 to the Main Agreement.
1.8**Hardware**: refers to the physical components of the ANPR Camera, includingbut not limited to cameras, processors, and connectivity devices.
1.9**Installation**: refers to the process of installing and connecting the ANPRCamera at the designated location.
1.10 **MainAgreement**: refers to the main agreement that has been entered into betweenthe Parties and to which these Special Terms constitute an appendix.
1.11**Maintenance**: refers to the services provided by the Supplier to maintainthe ANPR Camera in good working condition.
1.12**Party**: refers to the Supplier or the Customer individually.
1.13**Parties**: refers to the Supplier and the Customer jointly.
1.14**Purchase Model**: refers to the business model where the Customer purchasesthe ANPR Camera from the Supplier.
1.15 **RentalModel**: refers to the business model where the Customer rents the ANPR Camerafrom the Supplier.
1.16**Software**: refers to the software components of the ANPR Camera, includingbut not limited to the ANPR algorithm, management interface, and underlyingsystems.
1.17**Special Terms**: refers to these special terms for ANPR Camera.
1.18**Supplier**: refers to Parkit Sweden AB, reg. no. 559301-5968.
2.1 TheseSpecial Terms constitute an integral part of the Agreement between the Partiesand regulate the Supplier's provision of ANPR Camera to the Customer.
2.2 In theevent of any discrepancies between the Main Agreement and these Special Terms,the Main Agreement shall take precedence.
2.3 In theevent of any discrepancies between these Special Terms and any General Termsand Conditions, these Special Terms shall take precedence with respect to ANPRCamera.
2.4 TheSupplier reserves the right to amend these Special Terms at any time.Amendments shall enter into force thirty (30) days after the Supplier hasnotified the Customer of the amendments. It is the Customer's responsibility tokeep informed of the current version of the Special Terms via the Supplier'swebsite.
2.5 If theCustomer does not accept the amendments to the Special Terms, the Customer hasthe right to terminate the Agreement with thirty (30) days' notice by writtennotification to the Supplier within thirty (30) days from when the amendmentswere notified.
3.1 The ANPRCamera is a system that uses Automatic Number Plate Recognition technology toread and record vehicle license plates.
3.2 The ANPRCamera includes:
a) **Hardware**: Physical components such as cameras,processors, and connectivity devices.
b) **Software**: ANPR algorithm, management interface, andunderlying systems.
c) **Services**: Installation, configuration, maintenance,and support services.
3.3 Thespecific components and features of the ANPR Camera are specified in Appendix 1to the Main Agreement.
4.1 TheSupplier offers three business models for the ANPR Camera:
a) **Purchase Model**: The Customer purchases the Hardwareand licenses the Software from the Supplier.
b) **Rental Model**: The Customer rents the Hardware andlicenses the Software from the Supplier.
c) **Operational Model**: The Supplier owns and operates theANPR Camera on behalf of the Customer.
4.2 Thespecific business model chosen by the Customer is specified in Appendix 1 tothe Main Agreement.
4.3 The termsand conditions for each business model are specified in Sections 5, 6, and 7 ofthese Special Terms.
5.1 Under thePurchase Model, the Customer purchases the Hardware and licenses the Softwarefrom the Supplier.
5.2 Thepurchase price for the Hardware and the license fee for the Software arespecified in Appendix 1 to the Main Agreement.
5.3 TheSupplier shall deliver the Hardware to the Customer at the location specifiedin Appendix 1 to the Main Agreement.
5.4 The riskof loss or damage to the Hardware passes to the Customer upon delivery.
5.5 Ownershipof the Hardware passes to the Customer upon full payment of the purchase price.
5.6 TheSupplier grants the Customer a non-exclusive, non-transferable license to usethe Software during the term specified in Appendix 1 to the Main Agreement.
5.7 TheSupplier shall provide Installation services for the ANPR Camera, unlessotherwise agreed.
5.8 TheCustomer is responsible for:
a) Providing a suitable location for the Hardware.
b) Ensuring that the location has the necessaryinfrastructure (power, network, etc.).
c) Obtaining all necessary permits and approvals for theInstallation and operation of the ANPR Camera, including but not limited topermits for camera surveillance.
d) Providing the Supplier with access to the location forInstallation.
e) Maintaining the Hardware in accordance with theSupplier's instructions.
f) Using the Software in accordance with the Supplier'sinstructions.
g) Ensuring that the ANPR Camera is used in accordance withapplicable laws and regulations, particularly with respect to camerasurveillance and personal data protection.
h) Managing and securing the ANPR Data in accordance withapplicable laws and regulations.
5.9 TheSupplier is responsible for:
a) Delivering the Hardware in good working condition.
b) Providing the Software in accordance with thespecifications.
c) Installing the ANPR Camera in accordance with applicablelaws, regulations, and industry standards.
d) Providing the Customer with instructions for the use andmaintenance of the ANPR Camera.
e) Providing warranty services for the Hardware inaccordance with Section 8 of these Special Terms.
f) Providing support and maintenance services for theSoftware in accordance with Section 9 of these Special Terms.
6.1 Under theRental Model, the Customer rents the Hardware and licenses the Software fromthe Supplier.
6.2 Therental fee for the Hardware and the license fee for the Software are specifiedin Appendix 1 to the Main Agreement.
6.3 Therental period is specified in Appendix 1 to the Main Agreement.
6.4 TheSupplier shall deliver the Hardware to the Customer at the location specifiedin Appendix 1 to the Main Agreement.
6.5 The riskof loss or damage to the Hardware passes to the Customer upon delivery.
6.6 Ownershipof the Hardware remains with the Supplier.
6.7 TheSupplier grants the Customer a non-exclusive, non-transferable license to usethe Software during the rental period.
6.8 TheSupplier shall provide Installation services for the ANPR Camera.
6.9 TheCustomer is responsible for:
a) Providing a suitable location for the Hardware.
b) Ensuring that the location has the necessaryinfrastructure (power, network, etc.).
c) Obtaining all necessary permits and approvals for theInstallation and operation of the ANPR Camera, including but not limited topermits for camera surveillance.
d) Providing the Supplier with access to the location forInstallation.
e) Using the Hardware and Software in accordance with theSupplier's instructions.
f) Notifying the Supplier of any damage to or malfunction ofthe Hardware or Software.
g) Returning the Hardware to the Supplier in good condition,with the exception of normal wear and tear, upon termination of the rentalperiod.
h) Ensuring that the ANPR Camera is used in accordance withapplicable laws and regulations, particularly with respect to camerasurveillance and personal data protection.
i) Managing and securing the ANPR Data in accordance withapplicable laws and regulations.
6.10 TheSupplier is responsible for:
a) Delivering the Hardware in good working condition.
b) Providing the Software in accordance with thespecifications.
c) Installing the ANPR Camera in accordance with applicablelaws, regulations, and industry standards.
d) Providing the Customer with instructions for the use ofthe ANPR Camera.
e) Maintaining the Hardware in good working condition.
f) Providing support and maintenance services for theSoftware.
g) Repairing or replacing the Hardware in the event ofdamage or malfunction, unless the damage or malfunction is caused by theCustomer's negligence or misuse.
7.1 Under theOperational Model, the Supplier owns and operates the ANPR Camera on behalf ofthe Customer.
7.2 Theoperational fee is specified in Appendix 1 to the Main Agreement.
7.3 Theoperational period is specified in Appendix 1 to the Main Agreement.
7.4 TheSupplier shall deliver and install the ANPR Camera at the location specified inAppendix 1 to the Main Agreement.
7.5 The riskof loss or damage to the ANPR Camera remains with the Supplier.
7.6 Ownershipof the ANPR Camera remains with the Supplier.
7.7 TheSupplier is responsible for:
a) Delivering and installing the ANPR Camera in accordancewith applicable laws, regulations, and industry standards.
b) Operating the ANPR Camera.
c) Maintaining the ANPR Camera in good working condition.
d) Repairing or replacing the ANPR Camera in the event ofdamage or malfunction.
e) Ensuring that the ANPR Camera is operated in accordancewith applicable laws and regulations, particularly with respect to camerasurveillance and personal data protection.
f) Managing and securing the ANPR Data in accordance withapplicable laws and regulations.
g) Providing the Customer with access to the ANPR Data asspecified in Appendix 1 to the Main Agreement.
7.8 TheCustomer is responsible for:
a) Providing a suitable location for the ANPR Camera.
b) Ensuring that the location has the necessaryinfrastructure (power, network, etc.).
c) Obtaining all necessary permits and approvals for theInstallation and operation of the ANPR Camera, including but not limited topermits for camera surveillance.
d) Providing the Supplier with access to the location forInstallation, operation, and maintenance.
e) Using the ANPR Data in accordance with applicable lawsand regulations.
8.1 Under thePurchase Model, the Supplier provides a warranty for the Hardware.
8.2 Thewarranty period is specified in Appendix 1 to the Main Agreement.
8.3 Thewarranty covers defects in materials and workmanship under normal use.
8.4 Thewarranty does not cover:
a) Defects caused by improper use, negligence, or accident.
b) Defects caused by unauthorized modifications or repairs.
c) Defects caused by failure to follow the Supplier'sinstructions for use and maintenance.
d) Normal wear and tear.
e) Cosmetic damage that does not affect the functionality ofthe Hardware.
8.5 In theevent of a warranty claim, the Supplier shall, at its option, repair or replacethe defective Hardware or part thereof.
8.6 TheCustomer shall notify the Supplier of any warranty claim without undue delay.
8.7 TheSupplier shall respond to warranty claims within the time specified in Appendix3 to the Main Agreement.
9.1 TheSupplier shall provide support and maintenance services for the ANPR Camera.
9.2 Thesupport and maintenance services include:
a) **Technical support**: Assistance with technical issuesrelated to the ANPR Camera.
b) **Software updates**: Updates to the Software to fixbugs, improve performance, or add new features.
c) **Hardware maintenance**: Maintenance of the Hardware toensure proper functionality.
d) **Remote monitoring**: Monitoring of the ANPR Camera todetect and address issues proactively.
e) **Documentation**: Provision of updated documentation forthe ANPR Camera.
9.3 Thespecific support and maintenance services to be provided are specified inAppendix 1 to the Main Agreement.
9.4 TheSupplier shall provide support services during the hours specified in Appendix3 to the Main Agreement.
9.5 TheCustomer shall report issues with the ANPR Camera to the Supplier's supportservice.
9.6 TheSupplier shall respond to support requests within the time specified inAppendix 3 to the Main Agreement.
9.7 TheSupplier shall resolve issues within the time specified in Appendix 3 to theMain Agreement.
9.8 TheCustomer shall provide the Supplier with access to the ANPR Camera for thepurpose of providing support and maintenance services.
10.1 TheSupplier shall provide Installation services for the ANPR Camera.
10.2 The Installationservices include:
a) Site assessment to determine the suitability of thelocation.
b) Installation of the Hardware at the designated location.
c) Configuration of the Software.
d) Integration with other systems, if applicable.
e) Testing of the ANPR Camera to ensure properfunctionality.
f) Providing the Customer with instructions for the use ofthe ANPR Camera.
10.3 Thespecific Installation services to be provided are specified in Appendix 1 tothe Main Agreement.
10.4 The Customershall provide the Supplier with access to the location for Installation.
10.5 TheCustomer shall ensure that the location has the necessary infrastructure(power, network, etc.) for the ANPR Camera.
10.6 TheCustomer shall obtain all necessary permits and approvals for the Installation.
10.7 TheSupplier shall perform the Installation in accordance with applicable laws,regulations, and industry standards.
10.8 TheSupplier shall notify the Customer when the Installation is complete.
10.9 TheCustomer shall inspect the installed ANPR Camera without undue delay and notifythe Supplier of any defects or issues.
10.10 If theCustomer does not notify the Supplier of any defects or issues within ten (10)business days from the completion of the Installation, the Installation isdeemed to have been accepted by the Customer.
11.1 The ANPRCamera collects ANPR Data, including but not limited to license plate numbers,timestamps, and images.
11.2 Thespecific ANPR Data collected by the ANPR Camera is specified in Appendix 1 tothe Main Agreement.
11.3 The ANPRData is stored for the period specified in Appendix 1 to the Main Agreement.
11.4 TheParty responsible for the ANPR Data depends on the business model:
a) Under the Purchase Model, the Customer is responsible forthe ANPR Data.
b) Under the Rental Model, the Customer is responsible forthe ANPR Data.
c) Under the Operational Model, the Supplier is responsiblefor the ANPR Data.
11.5 TheParty responsible for the ANPR Data shall:
a) Ensure that the ANPR Data is collected, processed, andstored in accordance with applicable laws and regulations, particularly withrespect to camera surveillance and personal data protection.
b) Implement and maintain appropriate technical andorganizational security measures to protect the ANPR Data.
c) Ensure that the ANPR Data is only used for the purposesspecified in Appendix 1 to the Main Agreement.
d) Ensure that the ANPR Data is only accessible toauthorized personnel.
e) Delete the ANPR Data when it is no longer needed for thepurposes specified in Appendix 1 to the Main Agreement.
11.6 TheCustomer shall indemnify and hold the Supplier harmless from any claims,damages, costs, and expenses arising from or related to the Customer's use ofthe ANPR Data.
12.1 The ANPRCamera may be subject to laws and regulations regarding camera surveillance.
12.2 TheCustomer is responsible for:
a) Determining whether the ANPR Camera is subject to lawsand regulations regarding camera surveillance.
b) Obtaining all necessary permits and approvals for camerasurveillance.
c) Ensuring that the ANPR Camera is used in accordance withapplicable laws and regulations regarding camera surveillance.
d) Providing information about the camera surveillance inaccordance with applicable laws and regulations.
e) Maintaining records of the camera surveillance inaccordance with applicable laws and regulations.
12.3 TheSupplier shall provide the Customer with information and assistance to help theCustomer comply with applicable laws and regulations regarding camerasurveillance.
13.1 The ANPRData may contain personal data, such as license plate numbers that can belinked to individuals.
13.2 EachParty is the data controller for its respective processing of personal data.
13.3 To theextent that the Supplier processes personal data on behalf of the Customer, theSupplier is the data processor and the Customer is the data controller. Suchprocessing is regulated in the data processing agreement that constitutesAppendix 6 to the Main Agreement.
13.4 EachParty undertakes to comply with applicable data protection legislation,including but not limited to the General Data Protection Regulation (EU)2016/679 (GDPR).
13.5 TheCustomer is responsible for:
a) Ensuring that there is a legal basis for the processingof personal data in connection with the ANPR Camera.
b) Informing data subjects about the processing of personaldata in connection with the ANPR Camera.
c) Obtaining data subjects' consent for the processing ofpersonal data when required by applicable data protection legislation.
d) Handling requests from data subjects regarding theirrights under applicable data protection legislation.
13.6 TheSupplier is responsible for:
a) Implementing and maintaining appropriate technical andorganizational security measures to protect personal data processed by the ANPRCamera.
b) Assisting the Customer in fulfilling its obligationsunder applicable data protection legislation, to the extent possibleconsidering the nature of the processing and the information available to theSupplier.
c) Notifying the Customer of personal data breaches withoutundue delay.
d) Deleting or returning all personal data to the Customerafter the termination of the Agreement, according to the Customer's choice.
14.1 Allintellectual property rights to the ANPR Camera, including but not limited tothe Hardware, Software, and documentation, belong to the Supplier or itslicensors.
14.2 Underthe Purchase Model, the Customer receives:
a) Ownership of the Hardware upon full payment of thepurchase price.
b) A non-exclusive, non-transferable license to use theSoftware during the term specified in Appendix 1 to the Main Agreement.
14.3 Underthe Rental Model, the Customer receives a non-exclusive, non-transferablelicense to use the ANPR Camera during the rental period.
14.4 Underthe Operational Model, the Customer receives a non-exclusive, non-transferablelicense to access and use the ANPR Data during the operational period.
14.5 TheCustomer may not:
a) Copy, modify, adapt, or otherwise alter the Software.
b) Decompile, disassemble, or otherwise perform"reverse engineering" on the Software.
c) Grant sublicenses, rent, lend, or otherwise make theSoftware available to third parties.
d) Remove, alter, or obscure copyright notices, trademarks,or other proprietary notices on the ANPR Camera.
15.1 TheSupplier's liability for damage caused by the ANPR Camera is limited inaccordance with Section 11 of the Main Agreement.
15.2 TheSupplier is not liable for:
a) Damage caused by the Customer's improper use, negligence,or accident.
b) Damage caused by unauthorized modifications or repairs.
c) Damage caused by failure to follow the Supplier'sinstructions for use and maintenance.
d) Damage caused by force majeure events.
e) Indirect damage or consequential damage, such as loss ofprofit or third-party claims.
f) Damage caused by the Customer's use of the ANPR Data.
g) Damage caused by the Customer's failure to comply withapplicable laws and regulations, particularly with respect to camerasurveillance and personal data protection.
15.3 TheCustomer is liable for damage to the ANPR Camera caused by the Customer'snegligence or misuse.
15.4 TheCustomer shall indemnify and hold the Supplier harmless from any claims,damages, costs, and expenses arising from or related to the Customer's use ofthe ANPR Camera or the ANPR Data.
16.1 TheseSpecial Terms apply as long as the Main Agreement is in force.
16.2 In theevent of termination of the Main Agreement, these Special Terms shall alsoterminate.
16.3 Upontermination of the Agreement:
a) Under the Purchase Model, the Customer retains ownershipof the Hardware, but the license to use the Software terminates.
b) Under the Rental Model, the Customer shall return theHardware to the Supplier in good condition, with the exception of normal wearand tear, and the license to use the ANPR Camera terminates.
c) Under the Operational Model, the Supplier shall removethe ANPR Camera from the Customer's premises, unless otherwise agreed, and thelicense to access and use the ANPR Data terminates.
16.4 TheSupplier shall, upon the Customer's request, assist the Customer intransitioning to another ANPR solution.
17.1 Disputesarising from these Special Terms shall be settled in accordance with Section 18of the Main Agreement.
This appendix contains the detailed specification of theANPR Camera, including:
1. Technicalspecifications of the Hardware and Software
2. Businessmodel (Purchase, Rental, or Operational)
3. Pricingand payment terms
4.Installation requirements
5. Supportand maintenance services
6. ANPR Dataspecifications
7. ANPR Datastorage period
8. ANPR Dataaccess and use
9. Otherspecific terms and conditions
[Note: The specific content of this appendix will becustomized for each Customer.]
In these Special Terms, the following terms shall have themeanings set forth below:
1.1**Agreement**: refers to the Main Agreement between the Parties including allappendices, applicable General Terms and Conditions, and Special Terms andConditions.
1.2**Customer**: refers to the legal or natural person specified as Customer inthe Main Agreement.
1.3 **EndUser**: refers to a person who uses the Payment Terminal to make payments.
1.4**Facility**: refers to the parking area(s) with associated infrastructurecovered by the Agreement, as specified in Appendix 1 to the Main Agreement.
1.5 **GeneralTerms and Conditions**: refers to the general terms and conditions that applyto the Agreement, as specified in Appendix 2 to the Main Agreement.
1.6**Hardware**: refers to the physical components of the Payment Terminal,including but not limited to the terminal device, card reader, and connectivitydevices.
1.7**Installation**: refers to the process of installing and connecting thePayment Terminal at the designated location.
1.8 **MainAgreement**: refers to the main agreement that has been entered into betweenthe Parties and to which these Special Terms constitute an appendix.
1.9**Maintenance**: refers to the services provided by the Supplier to maintainthe Payment Terminal in good working condition.
1.10**Party**: refers to the Supplier or the Customer individually.
1.11**Parties**: refers to the Supplier and the Customer jointly.
1.12**Payment Data**: refers to the data processed by the Payment Terminal,including but not limited to card numbers, transaction amounts, and timestamps.
1.13**Payment Terminal**: refers to the device that processes payments provided bythe Supplier under the Agreement.
1.14 **PCIDSS**: refers to the Payment Card Industry Data Security Standard, a set ofsecurity standards designed to ensure that all companies that accept, process,store, or transmit credit card information maintain a secure environment.
1.15**Purchase Model**: refers to the business model where the Customer purchasesthe Payment Terminal from the Supplier.
1.16 **RentalModel**: refers to the business model where the Customer rents the PaymentTerminal from the Supplier.
1.17**Software**: refers to the software components of the Payment Terminal,including but not limited to the operating system, payment processingapplication, and underlying systems.
1.18**Special Terms**: refers to these special terms for Payment Terminal.
1.19**Supplier**: refers to Parkit Sweden AB, reg. no. 559301-5968.
1.20**Transaction Fee**: refers to the fee charged for each payment transactionprocessed by the Payment Terminal.
2.1 TheseSpecial Terms constitute an integral part of the Agreement between the Partiesand regulate the Supplier's provision of Payment Terminal to the Customer.
2.2 In theevent of any discrepancies between the Main Agreement and these Special Terms,the Main Agreement shall take precedence.
2.3 In theevent of any discrepancies between these Special Terms and any General Termsand Conditions, these Special Terms shall take precedence with respect toPayment Terminal.
2.4 TheSupplier reserves the right to amend these Special Terms at any time.Amendments shall enter into force thirty (30) days after the Supplier hasnotified the Customer of the amendments. It is the Customer's responsibility tokeep informed of the current version of the Special Terms via the Supplier'swebsite.
2.5 If theCustomer does not accept the amendments to the Special Terms, the Customer hasthe right to terminate the Agreement with thirty (30) days' notice by writtennotification to the Supplier within thirty (30) days from when the amendmentswere notified.
3.1 ThePayment Terminal is a device that processes payments for parking and relatedservices.
3.2 ThePayment Terminal includes:
a) **Hardware**: Physical components such as the terminaldevice, card reader, and connectivity devices.
b) **Software**: Operating system, payment processingapplication, and underlying systems.
c) **Services**: Installation, configuration, maintenance,and support services.
3.3 Thespecific components and features of the Payment Terminal are specified inAppendix 1 to the Main Agreement.
4.1 TheSupplier offers two primary business models for the Payment Terminal:
a) **Purchase Model**: The Customer purchases the Hardwareand licenses the Software from the Supplier.
b) **Rental Model**: The Customer rents the Hardware andlicenses the Software from the Supplier.
4.2 Thespecific business model chosen by the Customer is specified in Appendix 1 tothe Main Agreement.
4.3 The termsand conditions for each business model are specified in Sections 5 and 6 ofthese Special Terms.
5.1 Under thePurchase Model, the Customer purchases the Hardware and licenses the Softwarefrom the Supplier.
5.2 Thepurchase price for the Hardware and the license fee for the Software arespecified in Appendix 1 to the Main Agreement.
5.3 TheSupplier shall deliver the Hardware to the Customer at the location specifiedin Appendix 1 to the Main Agreement.
5.4 The riskof loss or damage to the Hardware passes to the Customer upon delivery.
5.5 Ownershipof the Hardware passes to the Customer upon full payment of the purchase price.
5.6 TheSupplier grants the Customer a non-exclusive, non-transferable license to usethe Software during the term specified in Appendix 1 to the Main Agreement.
5.7 TheSupplier shall provide Installation services for the Payment Terminal, unlessotherwise agreed.
5.8 TheCustomer is responsible for:
a) Providing a suitable location for the Hardware.
b) Ensuring that the location has the necessaryinfrastructure (power, network, etc.).
c) Obtaining all necessary permits and approvals for theInstallation.
d) Providing the Supplier with access to the location forInstallation.
e) Maintaining the Hardware in accordance with theSupplier's instructions.
f) Using the Software in accordance with the Supplier'sinstructions.
g) Ensuring that the Payment Terminal is used in accordancewith applicable laws and regulations, particularly with respect to paymentprocessing and data protection.
h) Complying with PCI DSS requirements applicable to theCustomer.
i) Paying the Transaction Fee for each payment transactionprocessed by the Payment Terminal.
5.9 TheSupplier is responsible for:
a) Delivering the Hardware in good working condition.
b) Providing the Software in accordance with thespecifications.
c) Installing the Payment Terminal in accordance withapplicable laws, regulations, and industry standards.
d) Providing the Customer with instructions for the use andmaintenance of the Payment Terminal.
e) Providing warranty services for the Hardware inaccordance with Section 7 of these Special Terms.
f) Providing support and maintenance services for theSoftware in accordance with Section 8 of these Special Terms.
g) Processing payment transactions in accordance withapplicable laws, regulations, and industry standards.
h) Complying with PCI DSS requirements applicable to theSupplier.
6.1 Under theRental Model, the Customer rents the Hardware and licenses the Software fromthe Supplier.
6.2 Therental fee for the Hardware and the license fee for the Software are specifiedin Appendix 1 to the Main Agreement.
6.3 Therental period is specified in Appendix 1 to the Main Agreement.
6.4 TheSupplier shall deliver the Hardware to the Customer at the location specifiedin Appendix 1 to the Main Agreement.
6.5 The riskof loss or damage to the Hardware passes to the Customer upon delivery.
6.6 Ownershipof the Hardware remains with the Supplier.
6.7 TheSupplier grants the Customer a non-exclusive, non-transferable license to usethe Software during the rental period.
6.8 TheSupplier shall provide Installation services for the Payment Terminal.
6.9 TheCustomer is responsible for:
a) Providing a suitable location for the Hardware.
b) Ensuring that the location has the necessaryinfrastructure (power, network, etc.).
c) Obtaining all necessary permits and approvals for theInstallation.
d) Providing the Supplier with access to the location forInstallation.
e) Using the Hardware and Software in accordance with theSupplier's instructions.
f) Notifying the Supplier of any damage to or malfunction ofthe Hardware or Software.
g) Returning the Hardware to the Supplier in good condition,with the exception of normal wear and tear, upon termination of the rentalperiod.
h) Ensuring that the Payment Terminal is used in accordancewith applicable laws and regulations, particularly with respect to paymentprocessing and data protection.
i) Complying with PCI DSS requirements applicable to theCustomer.
j) Paying the Transaction Fee for each payment transactionprocessed by the Payment Terminal.
6.10 TheSupplier is responsible for:
a) Delivering the Hardware in good working condition.
b) Providing the Software in accordance with thespecifications.
c) Installing the Payment Terminal in accordance withapplicable laws, regulations, and industry standards.
d) Providing the Customer with instructions for the use ofthe Payment Terminal.
e) Maintaining the Hardware in good working condition.
f) Providing support and maintenance services for theSoftware.
g) Repairing or replacing the Hardware in the event ofdamage or malfunction, unless the damage or malfunction is caused by theCustomer's negligence or misuse.
h) Processing payment transactions in accordance withapplicable laws, regulations, and industry standards.
i) Complying with PCI DSS requirements applicable to theSupplier.
7.1 Under thePurchase Model, the Supplier provides a warranty for the Hardware.
7.2 Thewarranty period is specified in Appendix 1 to the Main Agreement.
7.3 Thewarranty covers defects in materials and workmanship under normal use.
7.4 Thewarranty does not cover:
a) Defects caused by improper use, negligence, or accident.
b) Defects caused by unauthorized modifications or repairs.
c) Defects caused by failure to follow the Supplier'sinstructions for use and maintenance.
d) Normal wear and tear.
e) Cosmetic damage that does not affect the functionality ofthe Hardware.
7.5 In theevent of a warranty claim, the Supplier shall, at its option, repair or replacethe defective Hardware or part thereof.
7.6 TheCustomer shall notify the Supplier of any warranty claim without undue delay.
7.7 TheSupplier shall respond to warranty claims within the time specified in Appendix3 to the Main Agreement.
8.1 TheSupplier shall provide support and maintenance services for the PaymentTerminal.
8.2 Thesupport and maintenance services include:
a) **Technical support**: Assistance with technical issuesrelated to the Payment Terminal.
b) **Software updates**: Updates to the Software to fixbugs, improve performance, or add new features.
c) **Hardware maintenance**: Maintenance of the Hardware toensure proper functionality.
d) **Remote monitoring**: Monitoring of the Payment Terminalto detect and address issues proactively.
e) **Documentation**: Provision of updated documentation forthe Payment Terminal.
8.3 Thespecific support and maintenance services to be provided are specified inAppendix 1 to the Main Agreement.
8.4 TheSupplier shall provide support services during the hours specified in Appendix3 to the Main Agreement.
8.5 TheCustomer shall report issues with the Payment Terminal to the Supplier'ssupport service.
8.6 TheSupplier shall respond to support requests within the time specified inAppendix 3 to the Main Agreement.
8.7 TheSupplier shall resolve issues within the time specified in Appendix 3 to theMain Agreement.
8.8 TheCustomer shall provide the Supplier with access to the Payment Terminal for thepurpose of providing support and maintenance services.
9.1 TheSupplier shall provide Installation services for the Payment Terminal.
9.2 TheInstallation services include:
a) Site assessment to determine the suitability of thelocation.
b) Installation of the Hardware at the designated location.
c) Configuration of the Software.
d) Integration with other systems, if applicable.
e) Testing of the Payment Terminal to ensure properfunctionality.
f) Providing the Customer with instructions for the use ofthe Payment Terminal.
9.3 Thespecific Installation services to be provided are specified in Appendix 1 tothe Main Agreement.
9.4 TheCustomer shall provide the Supplier with access to the location forInstallation.
9.5 TheCustomer shall ensure that the location has the necessary infrastructure(power, network, etc.) for the Payment Terminal.
9.6 TheCustomer shall obtain all necessary permits and approvals for the Installation.
9.7 TheSupplier shall perform the Installation in accordance with applicable laws,regulations, and industry standards.
9.8 TheSupplier shall notify the Customer when the Installation is complete.
9.9 TheCustomer shall inspect the installed Payment Terminal without undue delay andnotify the Supplier of any defects or issues.
9.10 If theCustomer does not notify the Supplier of any defects or issues within ten (10)business days from the completion of the Installation, the Installation isdeemed to have been accepted by the Customer.
10.1 ThePayment Terminal processes payments for parking and related services.
10.2 ThePayment Terminal supports the payment methods specified in Appendix 1 to theMain Agreement.
10.3 TheSupplier shall process payment transactions in accordance with applicable laws,regulations, and industry standards.
10.4 TheSupplier shall transfer the funds from payment transactions to the Customer'saccount as specified in Appendix 1 to the Main Agreement.
10.5 TheCustomer shall pay the Transaction Fee for each payment transaction processedby the Payment Terminal.
10.6 TheTransaction Fee is specified in Appendix 1 to the Main Agreement.
10.7 TheSupplier shall provide the Customer with a monthly statement of the paymenttransactions processed and the Transaction Fees charged.
10.8 TheCustomer has the right to audit the Supplier's records related to paymenttransactions once per year, provided that the Customer gives the Supplier atleast thirty (30) days' written notice.
11.1 ThePayment Terminal processes payment card data and is therefore subject to PCIDSS requirements.
11.2 TheSupplier shall ensure that the Payment Terminal is PCI DSS compliant.
11.3 TheSupplier shall maintain PCI DSS certification for the Payment Terminal.
11.4 TheCustomer shall comply with PCI DSS requirements applicable to the Customer,including but not limited to:
a) Ensuring that the Payment Terminal is installed and usedin accordance with PCI DSS requirements.
b) Ensuring that the Customer's systems that interact withthe Payment Terminal are PCI DSS compliant.
c) Ensuring that the Customer's personnel who have access tothe Payment Terminal are trained in PCI DSS requirements.
d) Reporting security incidents that may affect the PaymentTerminal to the Supplier without undue delay.
11.5 TheSupplier shall provide the Customer with information and assistance to help theCustomer comply with PCI DSS requirements.
11.6 TheSupplier shall notify the Customer of changes to PCI DSS requirements that mayaffect the Customer's use of the Payment Terminal.
12.1 TheSupplier shall implement and maintain appropriate technical and organizationalsecurity measures to protect the Payment Terminal and the Payment Data.
12.2 Thesecurity measures shall include, but are not limited to:
a) **Access control**: Measures to control access to thePayment Terminal and the Payment Data.
b) **Authentication**: Measures to authenticate users of thePayment Terminal.
c) **Encryption**: Measures to encrypt Payment Data intransit and at rest.
d) **Monitoring**: Measures to monitor the Payment Terminalfor security incidents.
e) **Incident response**: Measures to respond to securityincidents.
12.3 Thespecific security measures to be implemented are specified in Appendix 1 to theMain Agreement.
12.4 TheSupplier shall regularly review and update the security measures to ensure thatthey remain appropriate and effective.
12.5 TheSupplier shall notify the Customer of security incidents that affect thePayment Terminal or the Payment Data without undue delay.
12.6 TheCustomer shall implement and maintain appropriate security measures for its ownsystems that interact with the Payment Terminal.
12.7 TheCustomer shall notify the Supplier of security incidents that may affect thePayment Terminal without undue delay.
13.1 ThePayment Terminal processes Payment Data, including but not limited to cardnumbers, transaction amounts, and timestamps.
13.2 Thespecific Payment Data processed by the Payment Terminal is specified inAppendix 1 to the Main Agreement.
13.3 ThePayment Data is stored for the period specified in Appendix 1 to the MainAgreement.
13.4 TheSupplier is responsible for:
a) Ensuring that the Payment Data is processed in accordancewith applicable laws and regulations, particularly with respect to paymentprocessing and data protection.
b) Implementing and maintaining appropriate technical andorganizational security measures to protect the Payment Data.
c) Ensuring that the Payment Data is only used for thepurposes specified in Appendix 1 to the Main Agreement.
d) Ensuring that the Payment Data is only accessible toauthorized personnel.
e) Deleting the Payment Data when it is no longer needed forthe purposes specified in Appendix 1 to the Main Agreement.
13.5 TheCustomer shall indemnify and hold the Supplier harmless from any claims,damages, costs, and expenses arising from or related to the Customer's use ofthe Payment Data.
14.1 ThePayment Data may contain personal data, such as card numbers that can be linkedto individuals.
14.2 EachParty is the data controller for its respective processing of personal data.
14.3 To theextent that the Supplier processes personal data on behalf of the Customer, theSupplier is the data processor and the Customer is the data controller. Suchprocessing is regulated in the data processing agreement that constitutesAppendix 6 to the Main Agreement.
14.4 EachParty undertakes to comply with applicable data protection legislation,including but not limited to the General Data Protection Regulation (EU)2016/679 (GDPR).
14.5 TheCustomer is responsible for:
a) Ensuring that there is a legal basis for the processingof personal data in connection with the Payment Terminal.
b) Informing data subjects about the processing of personaldata in connection with the Payment Terminal.
c) Obtaining data subjects' consent for the processing ofpersonal data when required by applicable data protection legislation.
d) Handling requests from data subjects regarding theirrights under applicable data protection legislation.
14.6 TheSupplier is responsible for:
a) Implementing and maintaining appropriate technical andorganizational security measures to protect personal data processed by thePayment Terminal.
b) Assisting the Customer in fulfilling its obligationsunder applicable data protection legislation, to the extent possibleconsidering the nature of the processing and the information available to theSupplier.
c) Notifying the Customer of personal data breaches withoutundue delay.
d) Deleting or returning all personal data to the Customerafter the termination of the Agreement, according to the Customer's choice.
15.1 Allintellectual property rights to the Payment Terminal, including but not limitedto the Hardware, Software, and documentation, belong to the Supplier or itslicensors.
15.2 Underthe Purchase Model, the Customer receives:
a) Ownership of the Hardware upon full payment of thepurchase price.
b) A non-exclusive, non-transferable license to use theSoftware during the term specified in Appendix 1 to the Main Agreement.
15.3 Underthe Rental Model, the Customer receives a non-exclusive, non-transferablelicense to use the Payment Terminal during the rental period.
15.4 TheCustomer may not:
a) Copy, modify, adapt, or otherwise alter the Software.
b) Decompile, disassemble, or otherwise perform"reverse engineering" on the Software.
c) Grant sublicenses, rent, lend, or otherwise make theSoftware available to third parties.
d) Remove, alter, or obscure copyright notices, trademarks,or other proprietary notices on the Payment Terminal.
16.1 TheSupplier's liability for damage caused by the Payment Terminal is limited inaccordance with Section 11 of the Main Agreement.
16.2 TheSupplier is not liable for:
a) Damage caused by the Customer's improper use, negligence,or accident.
b) Damage caused by unauthorized modifications or repairs.
c) Damage caused by failure to follow the Supplier'sinstructions for use and maintenance.
d) Damage caused by force majeure events.
e) Indirect damage or consequential damage, such as loss ofprofit or third-party claims.
f) Damage caused by the Customer's use of the Payment Data.
g) Damage caused by the Customer's failure to comply withapplicable laws and regulations, particularly with respect to paymentprocessing, PCI DSS, and data protection.
h) Damage caused by fraudulent transactions, unless thefraud is due to a defect in the Payment Terminal.
16.3 TheCustomer is liable for damage to the Payment Terminal caused by the Customer'snegligence or misuse.
16.4 TheCustomer shall indemnify and hold the Supplier harmless from any claims,damages, costs, and expenses arising from or related to the Customer's use ofthe Payment Terminal or the Payment Data.
17.1 TheseSpecial Terms apply as long as the Main Agreement is in force.
17.2 In theevent of termination of the Main Agreement, these Special Terms shall alsoterminate.
17.3 Upontermination of the Agreement:
a) Under the Purchase Model, the Customer retains ownershipof the Hardware, but the license to use the Software terminates.
b) Under the Rental Model, the Customer shall return theHardware to the Supplier in good condition, with the exception of normal wearand tear, and the license to use the Payment Terminal terminates.
17.4 TheSupplier shall, upon the Customer's request, assist the Customer intransitioning to another payment solution.
18.1 Disputesarising from these Special Terms shall be settled in accordance with Section 18of the Main Agreement.
This appendix contains the detailed specification of thePayment Terminal, including:
1. Technicalspecifications of the Hardware and Software
2. Businessmodel (Purchase or Rental)
3. Pricingand payment terms
4.Transaction Fee
5. Paymentmethods supported
6. Fundstransfer details
7.Installation requirements
8. Supportand maintenance services
9. PaymentData specifications
10. PaymentData storage period
11. Securitymeasures
12. Otherspecific terms and conditions
[Note: The specific content of this appendix will becustomized for each Customer.]
In these Special Terms, the following terms shall have themeanings set forth below:
1.1**Agreement**: refers to the Main Agreement between the Parties including allappendices, applicable General Terms and Conditions, and Special Terms andConditions.
1.2**Customer**: refers to the legal or natural person specified as Customer inthe Main Agreement.
1.3 **EndUser**: refers to a person who uses the Kiosk to register as a visitor.
1.4**Facility**: refers to the parking area(s) with associated infrastructurecovered by the Agreement, as specified in Appendix 1 to the Main Agreement.
1.5 **GeneralTerms and Conditions**: refers to the general terms and conditions that applyto the Agreement, as specified in Appendix 2 to the Main Agreement.
1.6**Hardware**: refers to the physical components of the Kiosk, including but notlimited to the touchscreen, printer, card reader, and connectivity devices.
1.7**Installation**: refers to the process of installing and connecting the Kioskat the designated location.
1.8**Kiosk**: refers to the visitor registration kiosk provided by the Supplierunder the Agreement.
1.9 **MainAgreement**: refers to the main agreement that has been entered into betweenthe Parties and to which these Special Terms constitute an appendix.
1.10**Maintenance**: refers to the services provided by the Supplier to maintainthe Kiosk in good working condition.
1.11**Party**: refers to the Supplier or the Customer individually.
1.12**Parties**: refers to the Supplier and the Customer jointly.
1.13**Purchase Model**: refers to the business model where the Customer purchasesthe Kiosk from the Supplier.
1.14 **RentalModel**: refers to the business model where the Customer rents the Kiosk fromthe Supplier.
1.15**Software**: refers to the software components of the Kiosk, including but notlimited to the operating system, visitor registration application, andunderlying systems.
1.16**Special Terms**: refers to these special terms for Kiosk (VisitorRegistration).
1.17**Supplier**: refers to Parkit Sweden AB, reg. no. 559301-5968.
1.18**Visitor Data**: refers to the data collected by the Kiosk, including but notlimited to visitor names, contact information, visit purposes, and timestamps.
2.1 TheseSpecial Terms constitute an integral part of the Agreement between the Partiesand regulate the Supplier's provision of Kiosk to the Customer.
2.2 In theevent of any discrepancies between the Main Agreement and these Special Terms,the Main Agreement shall take precedence.
2.3 In theevent of any discrepancies between these Special Terms and any General Termsand Conditions, these Special Terms shall take precedence with respect toKiosk.
2.4 TheSupplier reserves the right to amend these Special Terms at any time.Amendments shall enter into force thirty (30) days after the Supplier hasnotified the Customer of the amendments. It is the Customer's responsibility tokeep informed of the current version of the Special Terms via the Supplier'swebsite.
2.5 If theCustomer does not accept the amendments to the Special Terms, the Customer hasthe right to terminate the Agreement with thirty (30) days' notice by writtennotification to the Supplier within thirty (30) days from when the amendmentswere notified.
3.1 The Kioskis a self-service terminal that allows visitors to register their informationwhen visiting the Facility.
3.2 The Kioskincludes:
a) **Hardware**: Physical components such as thetouchscreen, printer, card reader, and connectivity devices.
b) **Software**: Operating system, visitor registrationapplication, and underlying systems.
c) **Services**: Installation, configuration, maintenance,and support services.
3.3 Thespecific components and features of the Kiosk are specified in Appendix 1 tothe Main Agreement.
4.1 TheSupplier offers two primary business models for the Kiosk:
a) **Purchase Model**: The Customer purchases the Hardwareand licenses the Software from the Supplier.
b) **Rental Model**: The Customer rents the Hardware andlicenses the Software from the Supplier.
4.2 Thespecific business model chosen by the Customer is specified in Appendix 1 tothe Main Agreement.
4.3 The termsand conditions for each business model are specified in Sections 5 and 6 ofthese Special Terms.
5.1 Under thePurchase Model, the Customer purchases the Hardware and licenses the Softwarefrom the Supplier.
5.2 Thepurchase price for the Hardware and the license fee for the Software arespecified in Appendix 1 to the Main Agreement.
5.3 TheSupplier shall deliver the Hardware to the Customer at the location specifiedin Appendix 1 to the Main Agreement.
5.4 The riskof loss or damage to the Hardware passes to the Customer upon delivery.
5.5 Ownershipof the Hardware passes to the Customer upon full payment of the purchase price.
5.6 TheSupplier grants the Customer a non-exclusive, non-transferable license to usethe Software during the term specified in Appendix 1 to the Main Agreement.
5.7 TheSupplier shall provide Installation services for the Kiosk, unless otherwiseagreed.
5.8 TheCustomer is responsible for:
a) Providing a suitable location for the Hardware.
b) Ensuring that the location has the necessaryinfrastructure (power, network, etc.).
c) Obtaining all necessary permits and approvals for theInstallation.
d) Providing the Supplier with access to the location forInstallation.
e) Maintaining the Hardware in accordance with theSupplier's instructions.
f) Using the Software in accordance with the Supplier'sinstructions.
g) Ensuring that the Kiosk is used in accordance withapplicable laws and regulations, particularly with respect to data protection.
h) Managing and securing the Visitor Data in accordance withapplicable laws and regulations.
5.9 TheSupplier is responsible for:
a) Delivering the Hardware in good working condition.
b) Providing the Software in accordance with thespecifications.
c) Installing the Kiosk in accordance with applicable laws,regulations, and industry standards.
d) Providing the Customer with instructions for the use andmaintenance of the Kiosk.
e) Providing warranty services for the Hardware inaccordance with Section 7 of these Special Terms.
f) Providing support and maintenance services for theSoftware in accordance with Section 8 of these Special Terms.
6.1 Under theRental Model, the Customer rents the Hardware and licenses the Software fromthe Supplier.
6.2 Therental fee for the Hardware and the license fee for the Software are specifiedin Appendix 1 to the Main Agreement.
6.3 Therental period is specified in Appendix 1 to the Main Agreement.
6.4 TheSupplier shall deliver the Hardware to the Customer at the location specifiedin Appendix 1 to the Main Agreement.
6.5 The riskof loss or damage to the Hardware passes to the Customer upon delivery.
6.6 Ownershipof the Hardware remains with the Supplier.
6.7 TheSupplier grants the Customer a non-exclusive, non-transferable license to usethe Software during the rental period.
6.8 TheSupplier shall provide Installation services for the Kiosk.
6.9 TheCustomer is responsible for:
a) Providing a suitable location for the Hardware.
b) Ensuring that the location has the necessaryinfrastructure (power, network, etc.).
c) Obtaining all necessary permits and approvals for theInstallation.
d) Providing the Supplier with access to the location forInstallation.
e) Using the Hardware and Software in accordance with theSupplier's instructions.
f) Notifying the Supplier of any damage to or malfunction ofthe Hardware or Software.
g) Returning the Hardware to the Supplier in good condition,with the exception of normal wear and tear, upon termination of the rentalperiod.
h) Ensuring that the Kiosk is used in accordance withapplicable laws and regulations, particularly with respect to data protection.
i) Managing and securing the Visitor Data in accordance withapplicable laws and regulations.
6.10 TheSupplier is responsible for:
a) Delivering the Hardware in good working condition.
b) Providing the Software in accordance with thespecifications.
c) Installing the Kiosk in accordance with applicable laws,regulations, and industry standards.
d) Providing the Customer with instructions for the use ofthe Kiosk.
e) Maintaining the Hardware in good working condition.
f) Providing support and maintenance services for theSoftware.
g) Repairing or replacing the Hardware in the event ofdamage or malfunction, unless the damage or malfunction is caused by theCustomer's negligence or misuse.
7.1 Under thePurchase Model, the Supplier provides a warranty for the Hardware.
7.2 Thewarranty period is specified in Appendix 1 to the Main Agreement.
7.3 Thewarranty covers defects in materials and workmanship under normal use.
7.4 Thewarranty does not cover:
a) Defects caused by improper use, negligence, or accident.
b) Defects caused by unauthorized modifications or repairs.
c) Defects caused by failure to follow the Supplier'sinstructions for use and maintenance.
d) Normal wear and tear.
e) Cosmetic damage that does not affect the functionality ofthe Hardware.
7.5 In theevent of a warranty claim, the Supplier shall, at its option, repair or replacethe defective Hardware or part thereof.
7.6 TheCustomer shall notify the Supplier of any warranty claim without undue delay.
7.7 TheSupplier shall respond to warranty claims within the time specified in Appendix3 to the Main Agreement.
8.1 TheSupplier shall provide support and maintenance services for the Kiosk.
8.2 Thesupport and maintenance services include:
a) **Technical support**: Assistance with technical issuesrelated to the Kiosk.
b) **Software updates**: Updates to the Software to fixbugs, improve performance, or add new features.
c) **Hardware maintenance**: Maintenance of the Hardware toensure proper functionality.
d) **Remote monitoring**: Monitoring of the Kiosk to detectand address issues proactively.
e) **Documentation**: Provision of updated documentation forthe Kiosk.
8.3 Thespecific support and maintenance services to be provided are specified inAppendix 1 to the Main Agreement.
8.4 TheSupplier shall provide support services during the hours specified in Appendix3 to the Main Agreement.
8.5 TheCustomer shall report issues with the Kiosk to the Supplier's support service.
8.6 TheSupplier shall respond to support requests within the time specified inAppendix 3 to the Main Agreement.
8.7 TheSupplier shall resolve issues within the time specified in Appendix 3 to theMain Agreement.
8.8 TheCustomer shall provide the Supplier with access to the Kiosk for the purpose ofproviding support and maintenance services.
9.1 TheSupplier shall provide Installation services for the Kiosk.
9.2 TheInstallation services include:
a) Site assessment to determine the suitability of thelocation.
b) Installation of the Hardware at the designated location.
c) Configuration of the Software.
d) Integration with other systems, if applicable.
e) Testing of the Kiosk to ensure proper functionality.
f) Providing the Customer with instructions for the use ofthe Kiosk.
9.3 Thespecific Installation services to be provided are specified in Appendix 1 tothe Main Agreement.
9.4 TheCustomer shall provide the Supplier with access to the location forInstallation.
9.5 TheCustomer shall ensure that the location has the necessary infrastructure(power, network, etc.) for the Kiosk.
9.6 TheCustomer shall obtain all necessary permits and approvals for the Installation.
9.7 TheSupplier shall perform the Installation in accordance with applicable laws,regulations, and industry standards.
9.8 TheSupplier shall notify the Customer when the Installation is complete.
9.9 TheCustomer shall inspect the installed Kiosk without undue delay and notify theSupplier of any defects or issues.
9.10 If theCustomer does not notify the Supplier of any defects or issues within ten (10)business days from the completion of the Installation, the Installation isdeemed to have been accepted by the Customer.
10.1 TheKiosk allows visitors to register their information when visiting the Facility.
10.2 Thevisitor registration process includes:
a) **Data collection**: Collection of visitor information,such as name, contact information, and visit purpose.
b) **Identification**: Verification of visitor identity, ifapplicable.
c) **Badge printing**: Printing of visitor badges, ifapplicable.
d) **Host notification**: Notification to the host of thevisitor's arrival, if applicable.
e) **Check-out**: Registration of visitor departure, ifapplicable.
10.3 Thespecific visitor registration process is specified in Appendix 1 to the MainAgreement.
10.4 TheCustomer is responsible for:
a) Defining the visitor registration process.
b) Determining what visitor information to collect.
c) Ensuring that the visitor registration process complieswith applicable laws and regulations, particularly with respect to dataprotection.
d) Informing visitors about the visitor registration processand the processing of their personal data.
e) Obtaining visitors' consent for the processing of theirpersonal data when required by applicable data protection legislation.
10.5 TheSupplier is responsible for:
a) Providing a Kiosk that supports the visitor registrationprocess defined by the Customer.
b) Ensuring that the Kiosk collects and processes visitorinformation in accordance with the Customer's instructions.
c) Providing the Customer with access to the Visitor Data.
11.1 TheKiosk collects Visitor Data, including but not limited to visitor names,contact information, visit purposes, and timestamps.
11.2 Thespecific Visitor Data collected by the Kiosk is specified in Appendix 1 to theMain Agreement.
11.3 TheVisitor Data is stored for the period specified in Appendix 1 to the MainAgreement.
11.4 TheCustomer is responsible for:
a) Ensuring that the Visitor Data is collected, processed,and stored in accordance with applicable laws and regulations, particularlywith respect to data protection.
b) Implementing and maintaining appropriate technical andorganizational security measures to protect the Visitor Data.
c) Ensuring that the Visitor Data is only used for thepurposes specified in Appendix 1 to the Main Agreement.
d) Ensuring that the Visitor Data is only accessible toauthorized personnel.
e) Deleting the Visitor Data when it is no longer needed forthe purposes specified in Appendix 1 to the Main Agreement.
11.5 TheSupplier shall provide the Customer with access to the Visitor Data asspecified in Appendix 1 to the Main Agreement.
11.6 TheCustomer shall indemnify and hold the Supplier harmless from any claims,damages, costs, and expenses arising from or related to the Customer's use ofthe Visitor Data.
12.1 TheVisitor Data contains personal data, such as visitor names and contactinformation.
12.2 EachParty is the data controller for its respective processing of personal data.
12.3 To theextent that the Supplier processes personal data on behalf of the Customer, theSupplier is the data processor and the Customer is the data controller. Suchprocessing is regulated in the data processing agreement that constitutesAppendix 6 to the Main Agreement.
12.4 EachParty undertakes to comply with applicable data protection legislation,including but not limited to the General Data Protection Regulation (EU)2016/679 (GDPR).
12.5 TheCustomer is responsible for:
a) Ensuring that there is a legal basis for the processingof personal data in connection with the Kiosk.
b) Informing data subjects about the processing of personaldata in connection with the Kiosk.
c) Obtaining data subjects' consent for the processing ofpersonal data when required by applicable data protection legislation.
d) Handling requests from data subjects regarding theirrights under applicable data protection legislation.
12.6 TheSupplier is responsible for:
a) Implementing and maintaining appropriate technical andorganizational security measures to protect personal data processed by theKiosk.
b) Assisting the Customer in fulfilling its obligationsunder applicable data protection legislation, to the extent possibleconsidering the nature of the processing and the information available to theSupplier.
c) Notifying the Customer of personal data breaches withoutundue delay.
d) Deleting or returning all personal data to the Customerafter the termination of the Agreement, according to the Customer's choice.
13. SECURITY
13.1 TheSupplier shall implement and maintain appropriate technical and organizationalsecurity measures to protect the Kiosk and the Visitor Data.
13.2 Thesecurity measures shall include, but are not limited to:
a) **Access control**: Measures to control access to theKiosk and the Visitor Data.
b) **Authentication**: Measures to authenticate users of theKiosk.
c) **Encryption**: Measures to encrypt Visitor Data intransit and at rest.
d) **Monitoring**: Measures to monitor the Kiosk forsecurity incidents.
e) **Incident response**: Measures to respond to securityincidents.
13.3 Thespecific security measures to be implemented are specified in Appendix 1 to theMain Agreement.
13.4 TheSupplier shall regularly review and update the security measures to ensure thatthey remain appropriate and effective.
13.5 TheSupplier shall notify the Customer of security incidents that affect the Kioskor the Visitor Data without undue delay.
13.6 TheCustomer shall implement and maintain appropriate security measures for its ownsystems that interact with the Kiosk.
13.7 TheCustomer shall notify the Supplier of security incidents that may affect theKiosk without undue delay.
14.1 Allintellectual property rights to the Kiosk, including but not limited to theHardware, Software, and documentation, belong to the Supplier or its licensors.
14.2 Underthe Purchase Model, the Customer receives:
a) Ownership of the Hardware upon full payment of thepurchase price.
b) A non-exclusive, non-transferable license to use theSoftware during the term specified in Appendix 1 to the Main Agreement.
14.3 Underthe Rental Model, the Customer receives a non-exclusive, non-transferablelicense to use the Kiosk during the rental period.
14.4 TheCustomer may not:
a) Copy, modify, adapt, or otherwise alter the Software.
b) Decompile, disassemble, or otherwise perform"reverse engineering" on the Software.
c) Grant sublicenses, rent, lend, or otherwise make theSoftware available to third parties.
d) Remove, alter, or obscure copyright notices, trademarks,or other proprietary notices on the Kiosk.
14.5 Allintellectual property rights to the Visitor Data belong to the Customer.
15.1 TheSupplier's liability for damage caused by the Kiosk is limited in accordancewith Section 11 of the Main Agreement.
15.2 TheSupplier is not liable for:
a) Damage caused by the Customer's improper use, negligence,or accident.
b) Damage caused by unauthorized modifications or repairs.
c) Damage caused by failure to follow the Supplier'sinstructions for use and maintenance.
d) Damage caused by force majeure events.
e) Indirect damage or consequential damage, such as loss ofprofit or third-party claims.
f) Damage caused by the Customer's use of the Visitor Data.
g) Damage caused by the Customer's failure to comply withapplicable laws and regulations, particularly with respect to data protection.
15.3 TheCustomer is liable for damage to the Kiosk caused by the Customer's negligenceor misuse.
15.4 TheCustomer shall indemnify and hold the Supplier harmless from any claims,damages, costs, and expenses arising from or related to the Customer's use ofthe Kiosk or the Visitor Data.
16.1 TheseSpecial Terms apply as long as the Main Agreement is in force.
16.2 In theevent of termination of the Main Agreement, these Special Terms shall alsoterminate.
16.3 Upontermination of the Agreement:
a) Under the Purchase Model, the Customer retains ownershipof the Hardware, but the license to use the Software terminates.
b) Under the Rental Model, the Customer shall return theHardware to the Supplier in good condition, with the exception of normal wearand tear, and the license to use the Kiosk terminates.
16.4 TheSupplier shall, upon the Customer's request, assist the Customer intransitioning to another visitor registration solution.
17.1 Disputesarising from these Special Terms shall be settled in accordance with Section 18of the Main Agreement.
This appendix contains the detailed specification of theKiosk, including:
1. Technicalspecifications of the Hardware and Software
2. Businessmodel (Purchase or Rental)
3. Pricingand payment terms
4.Installation requirements
5. Supportand maintenance services
6. Visitorregistration process
7. VisitorData specifications
8. VisitorData storage period
9. VisitorData access and use
10. Securitymeasures
11. Otherspecific terms and conditions
[Note: The specific content of this appendix will becustomized for each Customer.]
In these Special Terms, the following terms shall have themeanings set forth below:
1.1**Agreement**: refers to the Main Agreement between the Parties including allappendices, applicable General Terms and Conditions, and Special Terms andConditions.
1.2**Customer**: refers to the legal or natural person specified as Customer inthe Main Agreement.
1.3**Detection & Sensor Systems**: refers to the systems that detect andmonitor parking space occupancy, vehicle movements, and environmentalconditions provided by the Supplier under the Agreement.
1.4**Facility**: refers to the parking area(s) with associated infrastructurecovered by the Agreement, as specified in Appendix 1 to the Main Agreement.
1.5 **GeneralTerms and Conditions**: refers to the general terms and conditions that applyto the Agreement, as specified in Appendix 2 to the Main Agreement.
1.6**Hardware**: refers to the physical components of the Detection & SensorSystems, including but not limited to sensors, gateways, and connectivitydevices.
1.7**Installation**: refers to the process of installing and connecting theDetection & Sensor Systems at the designated location.
1.8 **MainAgreement**: refers to the main agreement that has been entered into betweenthe Parties and to which these Special Terms constitute an appendix.
1.9**Maintenance**: refers to the services provided by the Supplier to maintainthe Detection & Sensor Systems in good working condition.
1.10**Party**: refers to the Supplier or the Customer individually.
1.11**Parties**: refers to the Supplier and the Customer jointly.
1.12**Purchase Model**: refers to the business model where the Customer purchasesthe Detection & Sensor Systems from the Supplier.
1.13 **RentalModel**: refers to the business model where the Customer rents the Detection& Sensor Systems from the Supplier.
1.14 **SensorData**: refers to the data collected by the Detection & Sensor Systems,including but not limited to occupancy status, vehicle movements, andenvironmental conditions.
1.15**Software**: refers to the software components of the Detection & SensorSystems, including but not limited to the operating system, detectionalgorithms, and underlying systems.
1.16**Special Terms**: refers to these special terms for Detection & SensorSystems.
1.17**Supplier**: refers to Parkit Sweden AB, reg. no. 559301-5968.
2.1 TheseSpecial Terms constitute an integral part of the Agreement between the Partiesand regulate the Supplier's provision of Detection & Sensor Systems to theCustomer.
2.2 In theevent of any discrepancies between the Main Agreement and these Special Terms,the Main Agreement shall take precedence.
2.3 In theevent of any discrepancies between these Special Terms and any General Termsand Conditions, these Special Terms shall take precedence with respect toDetection & Sensor Systems.
2.4 TheSupplier reserves the right to amend these Special Terms at any time.Amendments shall enter into force thirty (30) days after the Supplier hasnotified the Customer of the amendments. It is the Customer's responsibility tokeep informed of the current version of the Special Terms via the Supplier'swebsite.
2.5 If theCustomer does not accept the amendments to the Special Terms, the Customer hasthe right to terminate the Agreement with thirty (30) days' notice by writtennotification to the Supplier within thirty (30) days from when the amendmentswere notified.
3.1 TheDetection & Sensor Systems are systems that detect and monitor parkingspace occupancy, vehicle movements, and environmental conditions.
3.2 TheDetection & Sensor Systems include:
a) **Hardware**: Physical components such as sensors, gateways,and connectivity devices.
b) **Software**: Operating system, detection algorithms, andunderlying systems.
c) **Services**: Installation, configuration, maintenance,and support services.
3.3 Thespecific components and features of the Detection & Sensor Systems arespecified in Appendix 1 to the Main Agreement.
4.1 TheSupplier offers three business models for the Detection & Sensor Systems:
a) **Purchase Model**: The Customer purchases the Hardwareand licenses the Software from the Supplier.
b) **Rental Model**: The Customer rents the Hardware andlicenses the Software from the Supplier.
c) **Operational Model**: The Supplier owns and operates theDetection & Sensor Systems on behalf of the Customer.
5. PURCHASE MODEL
4.2 Thespecific business model chosen by the Customer is specified in Appendix 1 tothe Main Agreement.
4.3 The termsand conditions for each business model are specified in Sections 5, 6, and 7 ofthese Special Terms.
5.1 Under thePurchase Model, the Customer purchases the Hardware and licenses the Softwarefrom the Supplier.
5.2 Thepurchase price for the Hardware and the license fee for the Software arespecified in Appendix 1 to the Main Agreement.
5.3 TheSupplier shall deliver the Hardware to the Customer at the location specifiedin Appendix 1 to the Main Agreement.
5.4 The riskof loss or damage to the Hardware passes to the Customer upon delivery.
5.5 Ownershipof the Hardware passes to the Customer upon full payment of the purchase price.
5.6 TheSupplier grants the Customer a non-exclusive, non-transferable license to usethe Software during the term specified in Appendix 1 to the Main Agreement.
5.7 TheSupplier shall provide Installation services for the Detection & SensorSystems, unless otherwise agreed.
5.8 TheCustomer is responsible for:
a) Providing a suitable location for the Hardware.
b) Ensuring that the location has the necessaryinfrastructure (power, network, etc.).
c) Obtaining all necessary permits and approvals for the Installation.
d) Providing the Supplier with access to the location forInstallation.
e) Maintaining the Hardware in accordance with theSupplier's instructions.
f) Using the Software in accordance with the Supplier'sinstructions.
g) Ensuring that the Detection & Sensor Systems are usedin accordance with applicable laws and regulations, particularly with respectto data protection.
h) Managing and securing the Sensor Data in accordance withapplicable laws and regulations.
5.9 TheSupplier is responsible for:
a) Delivering the Hardware in good working condition.
b) Providing the Software in accordance with thespecifications.
c) Installing the Detection & Sensor Systems inaccordance with applicable laws, regulations, and industry standards.
d) Providing the Customer with instructions for the use andmaintenance of the Detection & Sensor Systems.
e) Providing warranty services for the Hardware inaccordance with Section 8 of these Special Terms.
f) Providing support and maintenance services for theSoftware in accordance with Section 9 of these Special Terms.
6.1 Under theRental Model, the Customer rents the Hardware and licenses the Software fromthe Supplier.
6.2 Therental fee for the Hardware and the license fee for the Software are specifiedin Appendix 1 to the Main Agreement.
6.3 Therental period is specified in Appendix 1 to the Main Agreement.
6.4 TheSupplier shall deliver the Hardware to the Customer at the location specifiedin Appendix 1 to the Main Agreement.
6.5 The riskof loss or damage to the Hardware passes to the Customer upon delivery.
6.6 Ownershipof the Hardware remains with the Supplier.
6.7 TheSupplier grants the Customer a non-exclusive, non-transferable license to usethe Software during the rental period.
6.8 TheSupplier shall provide Installation services for the Detection & SensorSystems.
6.9 TheCustomer is responsible for:
a) Providing a suitable location for the Hardware.
b) Ensuring that the location has the necessaryinfrastructure (power, network, etc.).
c) Obtaining all necessary permits and approvals for theInstallation.
d) Providing the Supplier with access to the location forInstallation.
e) Using the Hardware and Software in accordance with theSupplier's instructions.
f) Notifying the Supplier of any damage to or malfunction ofthe Hardware or Software.
g) Returning the Hardware to the Supplier in good condition,with the exception of normal wear and tear, upon termination of the rentalperiod.
h) Ensuring that the Detection & Sensor Systems are usedin accordance with applicable laws and regulations, particularly with respectto data protection.
i) Managing and securing the Sensor Data in accordance withapplicable laws and regulations.
6.10 TheSupplier is responsible for:
a) Delivering the Hardware in good working condition.
b) Providing the Software in accordance with thespecifications.
c) Installing the Detection & Sensor Systems inaccordance with applicable laws, regulations, and industry standards.
d) Providing the Customer with instructions for the use ofthe Detection & Sensor Systems.
e) Maintaining the Hardware in good working condition.
f) Providing support and maintenance services for theSoftware.
g) Repairing or replacing the Hardware in the event ofdamage or malfunction, unless the damage or malfunction is caused by theCustomer's negligence or misuse.
7.1 Under theOperational Model, the Supplier owns and operates the Detection & SensorSystems on behalf of the Customer.
7.2 Theoperational fee is specified in Appendix 1 to the Main Agreement.
7.3 Theoperational period is specified in Appendix 1 to the Main Agreement.
7.4 TheSupplier shall deliver and install the Detection & Sensor Systems at thelocation specified in Appendix 1 to the Main Agreement.
7.5 The riskof loss or damage to the Detection & Sensor Systems remains with theSupplier.
7.6 Ownershipof the Detection & Sensor Systems remains with the Supplier.
7.7 TheSupplier is responsible for:
a) Delivering and installing the Detection & SensorSystems in accordance with applicable laws, regulations, and industrystandards.
b) Operating the Detection & Sensor Systems.
c) Maintaining the Detection & Sensor Systems in goodworking condition.
d) Repairing or replacing the Detection & Sensor Systemsin the event of damage or malfunction.
e) Ensuring that the Detection & Sensor Systems areoperated in accordance with applicable laws and regulations, particularly withrespect to data protection.
f) Managing and securing the Sensor Data in accordance withapplicable laws and regulations.
g) Providing the Customer with access to the Sensor Data asspecified in Appendix 1 to the Main Agreement.
7.8 TheCustomer is responsible for:
a) Providing a suitable location for the Detection &Sensor Systems.
b) Ensuring that the location has the necessaryinfrastructure (power, network, etc.).
c) Obtaining all necessary permits and approvals for theInstallation.
d) Providing the Supplier with access to the location forInstallation, operation, and maintenance.
e) Using the Sensor Data in accordance with applicable lawsand regulations.
8.1 Under thePurchase Model, the Supplier provides a warranty for the Hardware.
8.2 Thewarranty period is specified in Appendix 1 to the Main Agreement.
8.3 Thewarranty covers defects in materials and workmanship under normal use.
8.4 Thewarranty does not cover:
a) Defects caused by improper use, negligence, or accident.
b) Defects caused by unauthorized modifications or repairs.
c) Defects caused by failure to follow the Supplier'sinstructions for use and maintenance.
d) Normal wear and tear.
e) Cosmetic damage that does not affect the functionality ofthe Hardware.
f) Battery depletion for battery-powered sensors.
8.5 In theevent of a warranty claim, the Supplier shall, at its option, repair or replacethe defective Hardware or part thereof.
8.6 TheCustomer shall notify the Supplier of any warranty claim without undue delay.
8.7 TheSupplier shall respond to warranty claims within the time specified in Appendix3 to the Main Agreement.
9.1 TheSupplier shall provide support and maintenance services for the Detection &Sensor Systems.
9.2 Thesupport and maintenance services include:
a) **Technical support**: Assistance with technical issuesrelated to the Detection & Sensor Systems.
b) **Software updates**: Updates to the Software to fixbugs, improve performance, or add new features.
c) **Hardware maintenance**: Maintenance of the Hardware toensure proper functionality.
d) **Remote monitoring**: Monitoring of the Detection &Sensor Systems to detect and address issues proactively.
e) **Documentation**: Provision of updated documentation forthe Detection & Sensor Systems.
f) **Battery replacement**: Replacement of batteries forbattery-powered sensors, if applicable.
9.3 Thespecific support and maintenance services to be provided are specified inAppendix 1 to the Main Agreement.
9.4 TheSupplier shall provide support services during the hours specified in Appendix3 to the Main Agreement.
9.5 TheCustomer shall report issues with the Detection & Sensor Systems to theSupplier's support service.
9.6 TheSupplier shall respond to support requests within the time specified inAppendix 3 to the Main Agreement.
9.7 TheSupplier shall resolve issues within the time specified in Appendix 3 to theMain Agreement.
9.8 TheCustomer shall provide the Supplier with access to the Detection & SensorSystems for the purpose of providing support and maintenance services.
10.1 TheSupplier shall provide Installation services for the Detection & SensorSystems.
10.2 TheInstallation services include:
a) Site assessment to determine the suitability of thelocation.
b) Installation of the Hardware at the designated location.
c) Configuration of the Software.
d) Integration with other systems, if applicable.
e) Testing of the Detection & Sensor Systems to ensureproper functionality.
f) Providing the Customer with instructions for the use ofthe Detection & Sensor Systems.
10.3 Thespecific Installation services to be provided are specified in Appendix 1 tothe Main Agreement.
10.4 TheCustomer shall provide the Supplier with access to the location forInstallation.
10.5 TheCustomer shall ensure that the location has the necessary infrastructure(power, network, etc.) for the Detection & Sensor Systems.
10.6 TheCustomer shall obtain all necessary permits and approvals for the Installation.
10.7 TheSupplier shall perform the Installation in accordance with applicable laws,regulations, and industry standards.
10.8 TheSupplier shall notify the Customer when the Installation is complete.
10.9 TheCustomer shall inspect the installed Detection & Sensor Systems withoutundue delay and notify the Supplier of any defects or issues.
10.10 If theCustomer does not notify the Supplier of any defects or issues within ten (10)business days from the completion of the Installation, the Installation isdeemed to have been accepted by the Customer.
11.1 TheDetection & Sensor Systems collect Sensor Data, including but not limitedto occupancy status, vehicle movements, and environmental conditions.
11.2 Thespecific Sensor Data collected by the Detection & Sensor Systems isspecified in Appendix 1 to the Main Agreement.
11.3 TheSensor Data is stored for the period specified in Appendix 1 to the MainAgreement.
11.4 TheParty responsible for the Sensor Data depends on the business model:
a) Under the Purchase Model, the Customer is responsible forthe Sensor Data.
b) Under the Rental Model, the Customer is responsible forthe Sensor Data.
c) Under the Operational Model, the Supplier is responsiblefor the Sensor Data.
11.5 TheParty responsible for the Sensor Data shall:
a) Ensure that the Sensor Data is collected, processed, andstored in accordance with applicable laws and regulations, particularly withrespect to data protection.
b) Implement and maintain appropriate technical andorganizational security measures to protect the Sensor Data.
c) Ensure that the Sensor Data is only used for the purposesspecified in Appendix 1 to the Main Agreement.
d) Ensure that the Sensor Data is only accessible toauthorized personnel.
e) Delete the Sensor Data when it is no longer needed forthe purposes specified in Appendix 1 to the Main Agreement.
11.6 TheCustomer shall indemnify and hold the Supplier harmless from any claims,damages, costs, and expenses arising from or related to the Customer's use ofthe Sensor Data.
12.1 TheDetection & Sensor Systems are designed to detect and monitor parking spaceoccupancy, vehicle movements, and environmental conditions with a high degreeof accuracy.
12.2 TheSupplier does not guarantee 100% detection accuracy.
12.3 Theexpected detection accuracy is specified in Appendix 1 to the Main Agreement.
12.4 Thedetection accuracy may be affected by various factors, including but notlimited to:
a) Environmental conditions (weather, lighting, etc.).
b) Interference from other electronic devices.
c) Physical obstructions.
d) Improper installation or maintenance.
e) Battery depletion for battery-powered sensors.
12.5 TheSupplier shall make reasonable efforts to maintain the expected detectionaccuracy.
12.6 TheCustomer acknowledges that the Detection & Sensor Systems may occasionallyproduce false positives or false negatives.
12.7 TheSupplier is not liable for any damage or loss resulting from detection errors,unless the detection errors are due to defects in the Detection & SensorSystems that are covered by the warranty.
13.1 TheSensor Data may contain personal data, such as vehicle license plate numbersthat can be linked to individuals.
13.2 EachParty is the data controller for its respective processing of personal data.
13.3 To theextent that the Supplier processes personal data on behalf of the Customer, theSupplier is the data processor and the Customer is the data controller. Suchprocessing is regulated in the data processing agreement that constitutesAppendix 6 to the Main Agreement.
13.4 EachParty undertakes to comply with applicable data protection legislation,including but not limited to the General Data Protection Regulation (EU)2016/679 (GDPR).
13.5 TheCustomer is responsible for:
a) Ensuring that there is a legal basis for the processingof personal data in connection with the Detection & Sensor Systems.
b) Informing data subjects about the processing of personaldata in connection with the Detection & Sensor Systems.
c) Obtaining data subjects' consent for the processing ofpersonal data when required by applicable data protection legislation.
d) Handling requests from data subjects regarding theirrights under applicable data protection legislation.
13.6 TheSupplier is responsible for:
a) Implementing and maintaining appropriate technical andorganizational security measures to protect personal data processed by theDetection & Sensor Systems.
b) Assisting the Customer in fulfilling its obligationsunder applicable data protection legislation, to the extent possibleconsidering the nature of the processing and the information available to theSupplier.
c) Notifying the Customer of personal data breaches withoutundue delay.
d) Deleting or returning all personal data to the Customer afterthe termination of the Agreement, according to the Customer's choice.
14.1 Allintellectual property rights to the Detection & Sensor Systems, includingbut not limited to the Hardware, Software, and documentation, belong to theSupplier or its licensors.
14.2 Underthe Purchase Model, the Customer receives:
a) Ownership of the Hardware upon full payment of thepurchase price.
b) A non-exclusive, non-transferable license to use theSoftware during the term specified in Appendix 1 to the Main Agreement.
14.3 Underthe Rental Model, the Customer receives a non-exclusive, non-transferablelicense to use the Detection & Sensor Systems during the rental period.
14.4 Underthe Operational Model, the Customer receives a non-exclusive, non-transferablelicense to access and use the Sensor Data during the operational period.
14.5 TheCustomer may not:
a) Copy, modify, adapt, or otherwise alter the Software.
b) Decompile, disassemble, or otherwise perform"reverse engineering" on the Software.
c) Grant sublicenses, rent, lend, or otherwise make theSoftware available to third parties.
d) Remove, alter, or obscure copyright notices, trademarks,or other proprietary notices on the Detection & Sensor Systems.
15.1 TheSupplier's liability for damage caused by the Detection & Sensor Systems islimited in accordance with Section 11 of the Main Agreement.
15.2 TheSupplier is not liable for:
a) Damage caused by the Customer's improper use, negligence,or accident.
b) Damage caused by unauthorized modifications or repairs.
c) Damage caused by failure to follow the Supplier'sinstructions for use and maintenance.
d) Damage caused by force majeure events.
e) Indirect damage or consequential damage, such as loss ofprofit or third-party claims.
f) Damage caused by the Customer's use of the Sensor Data.
g) Damage caused by the Customer's failure to comply withapplicable laws and regulations, particularly with respect to data protection.
h) Damage caused by detection errors, unless the detectionerrors are due to defects in the Detection & Sensor Systems that arecovered by the warranty.
15.3 TheCustomer is liable for damage to the Detection & Sensor Systems caused bythe Customer's negligence or misuse.
15.4 TheCustomer shall indemnify and hold the Supplier harmless from any claims,damages, costs, and expenses arising from or related to the Customer's use ofthe Detection & Sensor Systems or the Sensor Data.
16.1 TheseSpecial Terms apply as long as the Main Agreement is in force.
16.2 In theevent of termination of the Main Agreement, these Special Terms shall alsoterminate.
16.3 Upontermination of the Agreement:
a) Under the Purchase Model, the Customer retains ownershipof the Hardware, but the license to use the Software terminates.
b) Under the Rental Model, the Customer shall return theHardware to the Supplier in good condition, with the exception of normal wearand tear, and the license to use the Detection & Sensor Systems terminates.
c) Under the Operational Model, the Supplier shall removethe Detection & Sensor Systems from the Customer's premises, unlessotherwise agreed, and the license to access and use the Sensor Data terminates.
16.4 TheSupplier shall, upon the Customer's request, assist the Customer intransitioning to another detection and sensor solution.
17.1 Disputesarising from these Special Terms shall be settled in accordance with Section 18of the Main Agreement.
This appendix contains the detailed specification of theDetection & Sensor Systems, including:
1. Technicalspecifications of the Hardware and Software
2. Businessmodel (Purchase, Rental, or Operational)
3. Pricingand payment terms
4.Installation requirements
5. Supportand maintenance services
6. Expecteddetection accuracy
7. SensorData specifications
8. SensorData storage period
9. SensorData access and use
10. Otherspecific terms and conditions
[Note: The specific content of this appendix will becustomized for each Customer.]
In these Special Terms, the following terms shall have themeanings set forth below:
1.1**Agreement**: refers to the Main Agreement between the Parties including allappendices, applicable General Terms and Conditions, and Special Terms andConditions.
1.2**Customer**: refers to the legal or natural person specified as Customer inthe Main Agreement.
1.3**Facility**: refers to the parking area(s) with associated infrastructurecovered by the Agreement, as specified in Appendix 1 to the Main Agreement.
1.4 **GeneralTerms and Conditions**: refers to the general terms and conditions that applyto the Agreement, as specified in Appendix 2 to the Main Agreement.
1.5**Hardware**: refers to the physical components of the Smart Parking Locks,including but not limited to the lock mechanism, control unit, and connectivitydevices.
1.6**Installation**: refers to the process of installing and connecting the SmartParking Locks at the designated location.
1.7 **LockData**: refers to the data collected by the Smart Parking Locks, including butnot limited to lock status, usage history, and user information.
1.8 **MainAgreement**: refers to the main agreement that has been entered into betweenthe Parties and to which these Special Terms constitute an appendix.
1.9**Maintenance**: refers to the services provided by the Supplier to maintainthe Smart Parking Locks in good working condition.
1.10**Party**: refers to the Supplier or the Customer individually.
1.11**Parties**: refers to the Supplier and the Customer jointly.
1.12**Purchase Model**: refers to the business model where the Customer purchasesthe Smart Parking Locks from the Supplier.
1.13 **RentalModel**: refers to the business model where the Customer rents the SmartParking Locks from the Supplier.
1.14 **SmartParking Locks**: refers to the physical devices that secure individual parkingspaces provided by the Supplier under the Agreement.
1.15**Software**: refers to the software components of the Smart Parking Locks,including but not limited to the control application, management interface, andunderlying systems.
1.16**Special Terms**: refers to these special terms for Smart Parking Locks.
1.17**Supplier**: refers to Parkit Sweden AB, reg. no. 559301-5968.
2.1 TheseSpecial Terms constitute an integral part of the Agreement between the Partiesand regulate the Supplier's provision of Smart Parking Locks to the Customer.
2.2 In theevent of any discrepancies between the Main Agreement and these Special Terms,the Main Agreement shall take precedence.
2.3 In theevent of any discrepancies between these Special Terms and any General Termsand Conditions, these Special Terms shall take precedence with respect to SmartParking Locks.
2.4 TheSupplier reserves the right to amend these Special Terms at any time.Amendments shall enter into force thirty (30) days after the Supplier hasnotified the Customer of the amendments. It is the Customer's responsibility tokeep informed of the current version of the Special Terms via the Supplier'swebsite.
2.5 If theCustomer does not accept the amendments to the Special Terms, the Customer hasthe right to terminate the Agreement with thirty (30) days' notice by writtennotification to the Supplier within thirty (30) days from when the amendmentswere notified.
3.1 The SmartParking Locks are physical devices that secure individual parking spaces andcan be controlled remotely.
3.2 The SmartParking Locks include:
a) **Hardware**: Physical components such as the lockmechanism, control unit, and connectivity devices.
b) **Software**: Control application, management interface,and underlying systems.
c) **Services**: Installation, configuration, maintenance,and support services.
3.3 Thespecific components and features of the Smart Parking Locks are specified inAppendix 1 to the Main Agreement.
4.1 TheSupplier offers three business models for the Smart Parking Locks:
a) **Purchase Model**: The Customer purchases the Hardwareand licenses the Software from the Supplier.
b) **Rental Model**: The Customer rents the Hardware andlicenses the Software from the Supplier.
c) **Operational Model**: The Supplier owns and operates theSmart Parking Locks on behalf of the Customer.
4.2 Thespecific business model chosen by the Customer is specified in Appendix 1 tothe Main Agreement.
4.3 The termsand conditions for each business model are specified in Sections 5, 6, and 7 ofthese Special Terms.
5.1 Under thePurchase Model, the Customer purchases the Hardware and licenses the Softwarefrom the Supplier.
5.2 Thepurchase price for the Hardware and the license fee for the Software arespecified in Appendix 1 to the Main Agreement.
5.3 TheSupplier shall deliver the Hardware to the Customer at the location specifiedin Appendix 1 to the Main Agreement.
5.4 The riskof loss or damage to the Hardware passes to the Customer upon delivery.
5.5 Ownershipof the Hardware passes to the Customer upon full payment of the purchase price.
5.6 TheSupplier grants the Customer a non-exclusive, non-transferable license to usethe Software during the term specified in Appendix 1 to the Main Agreement.
5.7 TheSupplier shall provide Installation services for the Smart Parking Locks,unless otherwise agreed.
5.8 TheCustomer is responsible for:
a) Providing a suitable location for the Hardware.
b) Ensuring that the location has the necessaryinfrastructure (power, network, etc.).
c) Obtaining all necessary permits and approvals for theInstallation.
d) Providing the Supplier with access to the location forInstallation.
e) Maintaining the Hardware in accordance with theSupplier's instructions.
f) Using the Software in accordance with the Supplier'sinstructions.
g) Ensuring that the Smart Parking Locks are used inaccordance with applicable laws and regulations, particularly with respect todata protection.
h) Managing and securing the Lock Data in accordance with applicablelaws and regulations.
5.9 TheSupplier is responsible for:
a) Delivering the Hardware in good working condition.
b) Providing the Software in accordance with thespecifications.
c) Installing the Smart Parking Locks in accordance withapplicable laws, regulations, and industry standards.
d) Providing the Customer with instructions for the use andmaintenance of the Smart Parking Locks.
e) Providing warranty services for the Hardware inaccordance with Section 8 of these Special Terms.
f) Providing support and maintenance services for theSoftware in accordance with Section 9 of these Special Terms.
6.1 Under theRental Model, the Customer rents the Hardware and licenses the Software fromthe Supplier.
6.2 Therental fee for the Hardware and the license fee for the Software are specifiedin Appendix 1 to the Main Agreement.
6.3 Therental period is specified in Appendix 1 to the Main Agreement.
6.4 TheSupplier shall deliver the Hardware to the Customer at the location specifiedin Appendix 1 to the Main Agreement.
6.5 The riskof loss or damage to the Hardware passes to the Customer upon delivery.
6.6 Ownershipof the Hardware remains with the Supplier.
6.7 TheSupplier grants the Customer a non-exclusive, non-transferable license to usethe Software during the rental period.
6.8 TheSupplier shall provide Installation services for the Smart Parking Locks.
6.9 TheCustomer is responsible for:
a) Providing a suitable location for the Hardware.
b) Ensuring that the location has the necessaryinfrastructure (power, network, etc.).
c) Obtaining all necessary permits and approvals for theInstallation.
d) Providing the Supplier with access to the location forInstallation.
e) Using the Hardware and Software in accordance with theSupplier's instructions.
f) Notifying the Supplier of any damage to or malfunction ofthe Hardware or Software.
g) Returning the Hardware to the Supplier in good condition,with the exception of normal wear and tear, upon termination of the rentalperiod.
h) Ensuring that the Smart Parking Locks are used inaccordance with applicable laws and regulations, particularly with respect todata protection.
i) Managing and securing the Lock Data in accordance withapplicable laws and regulations.
6.10 TheSupplier is responsible for:
a) Delivering the Hardware in good working condition.
b) Providing the Software in accordance with thespecifications.
c) Installing the Smart Parking Locks in accordance withapplicable laws, regulations, and industry standards.
d) Providing the Customer with instructions for the use ofthe Smart Parking Locks.
e) Maintaining the Hardware in good working condition.
f) Providing support and maintenance services for theSoftware.
g) Repairing or replacing the Hardware in the event ofdamage or malfunction, unless the damage or malfunction is caused by theCustomer's negligence or misuse.
7.1 Under theOperational Model, the Supplier owns and operates the Smart Parking Locks onbehalf of the Customer.
7.2 Theoperational fee is specified in Appendix 1 to the Main Agreement.
7.3 Theoperational period is specified in Appendix 1 to the Main Agreement.
7.4 TheSupplier shall deliver and install the Smart Parking Locks at the locationspecified in Appendix 1 to the Main Agreement.
7.5 The riskof loss or damage to the Smart Parking Locks remains with the Supplier.
7.6 Ownershipof the Smart Parking Locks remains with the Supplier.
7.7 TheSupplier is responsible for:
a) Delivering and installing the Smart Parking Locks inaccordance with applicable laws, regulations, and industry standards.
b) Operating the Smart Parking Locks.
c) Maintaining the Smart Parking Locks in good workingcondition.
d) Repairing or replacing the Smart Parking Locks in theevent of damage or malfunction.
e) Ensuring that the Smart Parking Locks are operated inaccordance with applicable laws and regulations, particularly with respect todata protection.
f) Managing and securing the Lock Data in accordance withapplicable laws and regulations.
g) Providing the Customer with access to the Lock Data asspecified in Appendix 1 to the Main Agreement.
7.8 TheCustomer is responsible for:
a) Providing a suitable location for the Smart ParkingLocks.
b) Ensuring that the location has the necessaryinfrastructure (power, network, etc.).
c) Obtaining all necessary permits and approvals for theInstallation.
d) Providing the Supplier with access to the location forInstallation, operation, and maintenance.
e) Using the Lock Data in accordance with applicable lawsand regulations.
8.1 Under thePurchase Model, the Supplier provides a warranty for the Hardware.
8.2 Thewarranty period is specified in Appendix 1 to the Main Agreement.
8.3 Thewarranty covers defects in materials and workmanship under normal use.
8.4 Thewarranty does not cover:
a) Defects caused by improper use, negligence, or accident.
b) Defects caused by unauthorized modifications or repairs.
c) Defects caused by failure to follow the Supplier'sinstructions for use and maintenance.
d) Normal wear and tear.
e) Cosmetic damage that does not affect the functionality ofthe Hardware.
f) Damage caused by weather conditions, unless the Hardwareis specifically designed for outdoor use.
g) Battery depletion for battery-powered locks.
8.5 In theevent of a warranty claim, the Supplier shall, at its option, repair or replacethe defective Hardware or part thereof.
8.6 TheCustomer shall notify the Supplier of any warranty claim without undue delay.
8.7 TheSupplier shall respond to warranty claims within the time specified in Appendix3 to the Main Agreement.
9.1 TheSupplier shall provide support and maintenance services for the Smart ParkingLocks.
9.2 Thesupport and maintenance services include:
a) **Technical support**: Assistance with technical issuesrelated to the Smart Parking Locks.
b) **Software updates**: Updates to the Software to fixbugs, improve performance, or add new features.
c) **Hardware maintenance**: Maintenance of the Hardware toensure proper functionality.
d) **Remote monitoring**: Monitoring of the Smart ParkingLocks to detect and address issues proactively.
e) **Documentation**: Provision of updated documentation forthe Smart Parking Locks.
f) **Battery replacement**: Replacement of batteries forbattery-powered locks, if applicable.
g) **Lubrication**: Lubrication of mechanical parts, ifapplicable.
9.3 Thespecific support and maintenance services to be provided are specified inAppendix 1 to the Main Agreement.
9.4 TheSupplier shall provide support services during the hours specified in Appendix3 to the Main Agreement.
9.5 TheCustomer shall report issues with the Smart Parking Locks to the Supplier'ssupport service.
9.6 TheSupplier shall respond to support requests within the time specified inAppendix 3 to the Main Agreement.
9.7 TheSupplier shall resolve issues within the time specified in Appendix 3 to theMain Agreement.
9.8 TheCustomer shall provide the Supplier with access to the Smart Parking Locks forthe purpose of providing support and maintenance services.
10.1 TheSupplier shall provide Installation services for the Smart Parking Locks.
10.2 TheInstallation services include:
a) Site assessment to determine the suitability of thelocation.
b) Installation of the Hardware at the designated location.
c) Configuration of the Software.
d) Integration with other systems, if applicable.
e) Testing of the Smart Parking Locks to ensure properfunctionality.
f) Providing the Customer with instructions for the use ofthe Smart Parking Locks.
10.3 Thespecific Installation services to be provided are specified in Appendix 1 tothe Main Agreement.
10.4 TheCustomer shall provide the Supplier with access to the location forInstallation.
10.5 TheCustomer shall ensure that the location has the necessary infrastructure(power, network, etc.) for the Smart Parking Locks.
10.6 TheCustomer shall obtain all necessary permits and approvals for the Installation.
10.7 TheSupplier shall perform the Installation in accordance with applicable laws,regulations, and industry standards.
10.8 TheSupplier shall notify the Customer when the Installation is complete.
10.9 TheCustomer shall inspect the installed Smart Parking Locks without undue delayand notify the Supplier of any defects or issues.
10.10 If theCustomer does not notify the Supplier of any defects or issues within ten (10)business days from the completion of the Installation, the Installation isdeemed to have been accepted by the Customer.
11.1 TheSmart Parking Locks collect Lock Data, including but not limited to lockstatus, usage history, and user information.
11.2 Thespecific Lock Data collected by the Smart Parking Locks is specified inAppendix 1 to the Main Agreement.
11.3 The LockData is stored for the period specified in Appendix 1 to the Main Agreement.
11.4 TheParty responsible for the Lock Data depends on the business model:
a) Under the Purchase Model, the Customer is responsible forthe Lock Data.
b) Under the Rental Model, the Customer is responsible forthe Lock Data.
c) Under the Operational Model, the Supplier is responsiblefor the Lock Data.
11.5 TheParty responsible for the Lock Data shall:
a) Ensure that the Lock Data is collected, processed, andstored in accordance with applicable laws and regulations, particularly withrespect to data protection.
b) Implement and maintain appropriate technical andorganizational security measures to protect the Lock Data.
c) Ensure that the Lock Data is only used for the purposesspecified in Appendix 1 to the Main Agreement.
d) Ensure that the Lock Data is only accessible toauthorized personnel.
e) Delete the Lock Data when it is no longer needed for thepurposes specified in Appendix 1 to the Main Agreement.
11.6 TheCustomer shall indemnify and hold the Supplier harmless from any claims,damages, costs, and expenses arising from or related to the Customer's use ofthe Lock Data.
12.1 TheSmart Parking Locks are designed to secure parking spaces without causingdamage to vehicles.
12.2 TheSupplier does not guarantee that the Smart Parking Locks will never causedamage to vehicles.
12.3 The riskof vehicle damage depends on various factors, including but not limited to:
a) The type and model of the Smart Parking Locks.
b) The type and model of the vehicle.
c) The behavior of the vehicle driver.
d) Environmental conditions.
12.4 TheSupplier shall make reasonable efforts to minimize the risk of vehicle damage.
12.5 TheCustomer acknowledges that the Smart Parking Locks may occasionally causedamage to vehicles.
12.6 TheSupplier is not liable for any damage to vehicles caused by the Smart ParkingLocks, unless the damage is due to defects in the Smart Parking Locks that arecovered by the warranty.
12.7 TheCustomer shall indemnify and hold the Supplier harmless from any claims,damages, costs, and expenses arising from or related to damage to vehiclescaused by the Smart Parking Locks.
13.1 The LockData may contain personal data, such as user information that can be linked toindividuals.
13.2 EachParty is the data controller for its respective processing of personal data.
13.3 To theextent that the Supplier processes personal data on behalf of the Customer, theSupplier is the data processor and the Customer is the data controller. Suchprocessing is regulated in the data processing agreement that constitutesAppendix 6 to the Main Agreement.
13.4 EachParty undertakes to comply with applicable data protection legislation,including but not limited to the General Data Protection Regulation (EU)2016/679 (GDPR).
13.5 TheCustomer is responsible for:
a) Ensuring that there is a legal basis for the processingof personal data in connection with the Smart Parking Locks.
b) Informing data subjects about the processing of personaldata in connection with the Smart Parking Locks.
c) Obtaining data subjects' consent for the processing ofpersonal data when required by applicable data protection legislation.
d) Handling requests from data subjects regarding theirrights under applicable data protection legislation.
13.6 TheSupplier is responsible for:
a) Implementing and maintaining appropriate technical andorganizational security measures to protect personal data processed by theSmart Parking Locks.
b) Assisting the Customer in fulfilling its obligationsunder applicable data protection legislation, to the extent possibleconsidering the nature of the processing and the information available to theSupplier.
c) Notifying the Customer of personal data breaches withoutundue delay.
d) Deleting or returning all personal data to the Customerafter the termination of the Agreement, according to the Customer's choice.
14.1 All intellectualproperty rights to the Smart Parking Locks, including but not limited to theHardware, Software, and documentation, belong to the Supplier or its licensors.
14.2 Underthe Purchase Model, the Customer receives:
a) Ownership of the Hardware upon full payment of thepurchase price.
b) A non-exclusive, non-transferable license to use theSoftware during the term specified in Appendix 1 to the Main Agreement.
14.3 Underthe Rental Model, the Customer receives a non-exclusive, non-transferablelicense to use the Smart Parking Locks during the rental period.
14.4 Underthe Operational Model, the Customer receives a non-exclusive, non-transferablelicense to access and use the Lock Data during the operational period.
14.5 TheCustomer may not:
a) Copy, modify, adapt, or otherwise alter the Software.
b) Decompile, disassemble, or otherwise perform"reverse engineering" on the Software.
c) Grant sublicenses, rent, lend, or otherwise make theSoftware available to third parties.
d) Remove, alter, or obscure copyright notices, trademarks,or other proprietary notices on the Smart Parking Locks.
15.1 TheSupplier's liability for damage caused by the Smart Parking Locks is limited inaccordance with Section 11 of the Main Agreement.
15.2 TheSupplier is not liable for:
a) Damage caused by the Customer's improper use, negligence,or accident.
b) Damage caused by unauthorized modifications or repairs.
c) Damage caused by failure to follow the Supplier'sinstructions for use and maintenance.
d) Damage caused by force majeure events.
e) Indirect damage or consequential damage, such as loss ofprofit or third-party claims.
f) Damage caused by the Customer's use of the Lock Data.
g) Damage caused by the Customer's failure to comply withapplicable laws and regulations, particularly with respect to data protection.
h) Damage to vehicles caused by the Smart Parking Locks,unless the damage is due to defects in the Smart Parking Locks that are coveredby the warranty.
15.3 TheCustomer is liable for damage to the Smart Parking Locks caused by theCustomer's negligence or misuse.
15.4 TheCustomer shall indemnify and hold the Supplier harmless from any claims,damages, costs, and expenses arising from or related to the Customer's use ofthe Smart Parking Locks or the Lock Data.
16.1 TheseSpecial Terms apply as long as the Main Agreement is in force.
16.2 In theevent of termination of the Main Agreement, these Special Terms shall alsoterminate.
16.3 Upontermination of the Agreement:
a) Under the Purchase Model, the Customer retains ownershipof the Hardware, but the license to use the Software terminates.
b) Under the Rental Model, the Customer shall return theHardware to the Supplier in good condition, with the exception of normal wearand tear, and the license to use the Smart Parking Locks terminates.
c) Under the Operational Model, the Supplier shall removethe Smart Parking Locks from the Customer's premises, unless otherwise agreed,and the license to access and use the Lock Data terminates.
16.4 TheSupplier shall, upon the Customer's request, assist the Customer intransitioning to another parking space security solution.
17.1 Disputesarising from these Special Terms shall be settled in accordance with Section 18of the Main Agreement.
This appendix contains the detailed specification of theSmart Parking Locks, including:
1. Technicalspecifications of the Hardware and Software
2. Businessmodel (Purchase, Rental, or Operational)
3. Pricingand payment terms
4.Installation requirements
5. Supportand maintenance services
6. Lock Dataspecifications
7. Lock Datastorage period
8. Lock Dataaccess and use
9. Otherspecific terms and conditions
[Note: The specific content of this appendix will becustomized for each Customer.]
