Terms of Use

1. Subject Matter, Consent and Assurances

These Terms of Use of the Stellos Platform ("Terms of Use") govern the rights and obligations between Stellos AG, Apfelbaumstrasse 45, 8050 Zurich, Switzerland ("Stellos", "we" or "us") and natural or legal persons who use the Stellos Platform or other Stellos services (hereinafter jointly referred to as the "Services"; "User", "you" or "your").

By using the Services, you confirm that you have read and understood these Terms of Use and agree to them. If you do not agree to these Terms of Use, you may not use our Services.

Furthermore, by using the Services, you warrant:

1. that you are at least 18 years old and capable of judgement;
2. that your use of the Services does not violate any applicable legal provisions;
3. if you are using the Services on behalf of another person or organisation, that you are authorised to legally represent that person or organisation; and
4. that you have not been excluded from using our Services.

2. Stellos Services

2.1 Car Park Services

Stellos enables you to quickly and easily reserve parking spaces for cars, motorbikes and bicycles, as well as parking spaces with charging stations for electric vehicles (hereinafter collectively referred to as "Vehicle(s)" and "Car Park(s)" or "Parking Space(s)"), on an online marketplace and subsequently use them.

The Parking Spaces are offered to you either directly by third parties (hereinafter "Lessor") or by Stellos.

The User acknowledges that Stellos is not responsible for the condition and/or maintenance of the Parking Spaces and is not liable for any defects. However, if a Parking Space cannot be used correctly, Stellos will contact the Lessor and endeavour to find a solution acceptable to the User.

Contracts for the use of Parking Spaces are hereinafter referred to as "Rental Contract(s)". A Rental Contract is concluded when you reserve a Parking Space via the Stellos Platform and we confirm this reservation.

Rental Contracts exist solely for the "Rental Period", i.e. for the duration for which a Parking Space was reserved.

2.2 Stellos Support

Stellos provides remote support for Users on working days (Monday to Friday, except public holidays) from 08:00 to 18:00 by email at contact@stellos.com and via our hotline at +41 44 591 60 11.

The response time on working days is usually a maximum of four (4) hours.

3. Licensing and Ownership of Stellos

During the term of the Agreement, Stellos grants the User a limited, revocable, non-transferable, non-sublicensable and non-exclusive right to use the Stellos Platform in accordance with the Agreement for its intended purposes.

Stellos expressly reserves all rights not explicitly granted, and the User shall not be entitled to any claims in this respect.

Any open-source software or third-party software contained in the Stellos Platform is licensed in accordance with the applicable open-source or third-party licence.

Stellos is and remains the sole owner of the Stellos Platform, including all related products, such as written materials, computer code, concepts, data and know-how, as well as all related property and intellectual and industrial property rights worldwide.

This also applies to any improvement, development, modification or change of any kind to the Stellos Platform, including all related products that are created, produced, written, edited, altered, designed or put into practice solely or jointly with the User or a third party during the term of the Agreement, as well as all related property and intellectual and industrial property rights.

Any claim for compensation by the User or any third party involved is excluded.

4. Account and Wallet

You may register on the Stellos Platform, whereupon we will usually confirm your registration and activate your account.

The information required for registration must at all times be complete, up to date and correct. The User is responsible for ensuring this. Any changes must be made immediately.

If changes cannot be made directly by the User, the User must inform Stellos by email at contact@stellos.com.

Upon activation of the account, a virtual wallet ("Wallet") is automatically created for the User, which enables the reservation and use of Parking Spaces.

At the time these Terms of Use enter into force, Wallet top-ups are processed by Stripe Payments Europe, Limited, 1 Grand Canal Street Lower, Grand Canal Dock, Dublin D02 H210, Ireland ("Stripe").

The applicable General Terms and Conditions of Stripe Payments Europe are deemed to have been read, understood and accepted by the User. In particular, the User acknowledges that fees and interest may apply.

Stripe is solely responsible for matters relating to Wallet top-ups. Any complaints relating to Wallet top-ups should therefore be addressed directly to Stripe.

5. Prices, Reservations and Payment

Access to the Stellos Platform is free of charge for Users, i.e. we do not charge a fee merely for accessing the Platform.

5.1 Paid Car Park Use

5.1.1 Prices

The prices for the reservation and/or use of Parking Spaces ("Rental Fee"), including any costs incurred when charging an electric vehicle, are indicated on the Stellos Platform or communicated directly in a separate offer.

The Rental Fee is calculated automatically according to the information available in the description of the respective Parking Space.

Any price information displayed on the website outside the User's account or in other advertising material is non-binding and does not constitute an offer.

Prices are quoted inclusive of any applicable VAT, sales tax or other taxes, duties or charges levied on the provision of the Services, unless otherwise stated.

5.1.2 Car Park Payment

Parking Spaces may be reserved via the Stellos Platform. The Wallet must generally contain sufficient funds ("Credit") for the reservation to be made.

As an exception, we may allow subsequent payment. In such cases, we will issue an invoice that is due within ten (10) days of the invoice date.

After expiry of the payment period, the User is in default without further reminder, and Stellos may charge default interest of 5% per annum from the invoice date until receipt of full payment of the amount due, including accrued interest.

The Rental Fee will be deducted from the Wallet or invoiced to the User regardless of whether the User actually uses the Parking Space.

If the Parking Space is not used during the reserved period, there is no entitlement to a full or partial reimbursement of the Rental Fee, use of an alternative Parking Space at the same or another time, or cancellation of the Rental Contract.

The provisions regarding cancellations under Section 6 remain reserved.

If the User requires a receipt, this may be requested via the Stellos Platform.

5.2 Free Use of Car Parks

If Parking Spaces are provided for internal use, such as for employees or guests, free of charge, they may be reserved and subsequently used by Users in accordance with the instructions of the Car Park owner or manager via the Stellos Platform.

These Terms of Use also apply to the free use of Parking Spaces, except for those provisions which by their nature relate exclusively to paid use, including the applicable payment and cancellation provisions.

If a Parking Space provided free of charge cannot be used, Stellos will not be obliged to find a replacement Parking Space.

5.3 Car Park Reservations for Other Users

A Parking Space may only be reserved for another person if that person has also agreed to these Terms of Use.

Consent is deemed to have been given through the use of the Parking Space and is hereby confirmed by the reserving User.

Both persons are jointly obliged to comply with these Terms of Use and are jointly and severally liable for any resulting claims.

6. Parking Space Cancellation

1. If a reservation is cancelled or the reservation period is shortened (collectively, "Cancellation") at least 24 hours before the beginning of the Rental Period, regardless of the reason and whether the Cancellation is made by you, the Lessor or us, the Rental Fee will be refunded to your Wallet.
2. If a Cancellation occurs less than 24 hours before the beginning of the Rental Period, the Rental Fee will not be refunded, including on a partial basis. In exceptional cases, at the discretion of the Lessor and Stellos, a partial refund may be granted as a gesture of goodwill.
3. If different cancellation conditions apply to a specific Parking Space, these conditions will be indicated on the Stellos Platform or in the applicable separate offer.

In the event of abuse, Stellos reserves the right to refrain from issuing a refund regardless of the time of Cancellation.

7. Car Park Use

7.1 Compliant Use

The User has the right to use the Parking Space(s) reserved by the User ("Reserved Car Park") to park the Vehicle(s) specified by the User via the Stellos Platform ("Validated Vehicle") and, where applicable, to charge the battery of an electric vehicle during the Rental Period.

Any other use is excluded.

In particular, the User is obliged:

1. to use the Reserved Car Park only during the Rental Period and only for the Validated Vehicle;
2. to park the Validated Vehicle correctly in the Reserved Car Park, lock it during the User's absence and not store valuables, dangerous objects or illegal items in it;
3. not to carry out vehicle repairs or place materials or objects that are not inseparable from the Validated Vehicle in the Reserved Car Park or in the Car Park generally;
4. not to use the Reserved Car Park for commercial or advertising purposes;
5. to hold all authorisations required for driving the Validated Vehicle, including a valid vehicle registration and driving licence where applicable;
6. to maintain liability insurance valid in the relevant country for the Validated Vehicle;
7. to be in a fit state to drive during the Rental Period, in particular not under the influence of alcohol or other drugs;
8. to leave the Reserved Car Park clean, free of objects and undamaged; and
9. to report immediately to Stellos any damage caused by the User or third parties to the Validated Vehicle, third-party vehicles located in the Car Park, or the Car Park itself, via the hotline or contact@stellos.com. Where necessary, an accident report must also be completed.

In order to use Reserved Car Parks, the User's mobile phone must have a stable internet connection and an activated geolocation function where required by the Service.

7.2 Non-Compliant Use

7.2.1 Illegal Parking and Other Violations

If Section 7 is violated, the Lessor and Stellos have the right to remove the Vehicle or have it removed by a company of their choice at the User's expense.

If a User parks a Validated Vehicle in a Car Park outside the Rental Period, Stellos also has the right to cumulatively:

1. charge the User for the additional parking time; and
2. impose a penalty fee or instruct third parties to do so, including, for example, TowShare Group GmbH or Falsch-parker.ch.

The maximum penalty fee depends on the country in which the Car Park is located and is currently:

• (a)Austria – EUR 80;
• (b)Germany – EUR 80;
• (c)Poland – PLN 100; and
• (d)Switzerland – CHF 100.

Further claims of the Lessor and Stellos are expressly reserved.

7.2.2 Third-Party Parking and Vehicle Damage

If the User cannot use the Reserved Car Park during the Rental Period because a third-party vehicle is parked there or due to other circumstances:

1. the User will be refunded the Rental Fee, where applicable on a pro-rata basis for the period during which the Parking Space could not be used; and
2. Stellos will endeavour, where possible, to provide the User with an alternative Parking Space within the same parking facility. The User must pay the applicable fees for the alternative Parking Space.

However, a full or pro-rata refund is excluded if Stellos is not at fault for the situation, including in cases of force majeure.

Any further claims of the User against Stellos and/or the Lessor are excluded to the extent permitted by law.

If the User can demonstrate that another User damaged the Validated Vehicle, the User may submit a complaint to contact@stellos.com.

Stellos will endeavour to mediate and find a suitable solution. Any further obligation or liability of Stellos and the Lessor is excluded to the extent permitted by law.

8. Stellos Platform

8.1 General

The marketplace is operated through our software platform ("Stellos Platform").

The Stellos Platform consists of one or more software applications provided by us and may be offered as a web application, mobile application ("App") or through other means.

In order to ensure that the Stellos Platform remains up to date and effective, Stellos reserves the right to expand, modify or discontinue functionalities at any time.

Use of the Stellos Platform, including registration and account creation, does not guarantee that you will find a suitable Parking Space.

Stellos cannot guarantee the correctness or completeness of information displayed on the Stellos Platform regarding Parking Spaces where such information reflects information provided or entered by Lessors.

Please inform us immediately of any incomplete or incorrect information.

In the event of inconsistencies between information on the Stellos Platform regarding prices, Rental Fees, reservations or cancellations of Parking Spaces and these Terms of Use, the information displayed on the Stellos Platform shall take precedence unless it is obviously incorrect.

8.2 User Responsibility

The User is responsible for maintaining the confidentiality of login details and other information relating to the User's account.

You expressly agree not to disclose this login information to any other person. It may only be used by the person to whom it is assigned.

The User remains responsible for all activities, including the conclusion of Rental Contracts and subsequent use of Parking Spaces, that take place under the User's account, regardless of whether the User authorised them.

Please contact us as soon as possible if you suspect that your login details are being used without authorisation.

We reserve the right to terminate access to all or part of the Services at our discretion if we detect or suspect misuse.

Offers and other data displayed on the Stellos Platform, such as names, addresses and images of Parking Spaces or properties, may be used solely for the purpose of searching for and renting Parking Spaces via the Stellos Platform.

Any other use is prohibited.

In particular, Users are prohibited from:

1. providing offers or other data to third parties;
2. using offers or other data for advertising purposes;
3. using offers or other data for harassment or other unlawful purposes; or
4. uploading content, including text, photographs, images or videos, to the Stellos Platform that is not up to date, is incorrect or infringes the rights of third parties, in particular intellectual property rights or personality rights.

The User is prohibited from copying, damaging, manipulating, hacking, impairing, decrypting or reverse engineering the Stellos Platform, decompiling it, circumventing security mechanisms, or taking any other measures aimed at analysing or modifying its source code or functionality.

You have the right to access and modify content, including text, photographs, images, video or audio, that you have uploaded or created on the Stellos Platform.

Where such content is made publicly accessible, it may be accessible and copied by third parties.

You hereby grant Stellos a perpetual, non-exclusive licence to use such content to the extent necessary to provide our Services.

Stellos may exclude Users from using the Stellos Platform and deactivate or delete their accounts in the event of a breach of these obligations, or otherwise at its discretion to the extent permitted by law.

9. Renewal of Subscriptions

If the User has concluded a monthly or other recurring subscription for the use of a Parking Space, the subscription will automatically and seamlessly renew for a further period of the same duration unless the User terminates the Rental Contract before it expires.

10. Termination of the Agreement

10.1 Termination

The User may terminate the Agreement at any time subject to a notice period of fourteen (14) days by:

1. notifying Stellos by email at contact@stellos.com; and
2. deleting the User's account on the Stellos Platform.

Stellos may terminate the Agreement at any time subject to a notice period of fourteen (14) days by informing the User via the Stellos Platform or by other means.

In addition, Stellos may terminate the Agreement at any time with immediate effect for good cause.

Good cause includes, but is not limited to:

1. any breach of the Agreement; or
2. a breach of the laws applicable in the relevant jurisdiction.

10.2 Consequences of Termination

(a) General

Upon termination of the Agreement:

1. all rights of use and other rights granted to the User under the Agreement shall immediately lapse without any right to compensation;
2. the User's account shall be deactivated or deleted; and
3. all outstanding fees, compensation payments and other amounts owed by the User shall become immediately due and payable.

Provisions of these Terms of Use that by their nature are intended to continue to apply after termination shall remain in full force and effect.

(b) Current Rental Contracts

Upon termination of the Agreement or expiry of the notice period, any current Rental Contracts shall also terminate.

The following rules apply:

1. Rental Contracts ending before termination of the Agreement: normal settlement applies and the full Rental Fee remains due.
2. Rental Contracts that would otherwise end after termination of the Agreement: the Rental Fee is owed on a pro-rata basis for the actual duration until termination of the Agreement.
3. In the event of termination by Stellos for good cause, the full Rental Fee remains due regardless of the date on which the Agreement terminates.

11. Data Protection

Our general Privacy Policy explains how we process and protect personal data.

As part of access control and management of Parking Spaces provided via the Stellos Platform, we may also use cameras to automatically recognise vehicle number plates.

A separate Privacy Policy applies to the processing and protection of this data.

The Lessor or owner of the relevant Car Park is solely responsible for any other cameras located in the Car Park, in particular surveillance cameras not operated by Stellos.

By visiting our website and/or using our Services, you confirm that you have read and understood the applicable privacy policies.

12. Warranty, Liability and Indemnification

12.1 No Warranty

We endeavour to ensure uninterrupted availability and error-free functionality of the Stellos Platform and the Services but cannot guarantee this.

The Stellos Platform and Services are provided "as is" and "as available", without any guarantee or warranty.

Any warranty claims are expressly excluded to the extent permitted by law.

You agree that you use the Services and the Stellos Platform at your own risk and that you are responsible for any personal injury, death, damage to your property or third-party property, violation of any law, rule or regulation, or loss or compromise of your data or the data of any third party, to the extent attributable to you or your use of the Services.

12.2 Limitation of Liability and Indemnification

You acknowledge that the liability of Stellos and its officers, employees, directors, agents, parent companies, subsidiaries and other affiliated companies (collectively, the "Stellos Companies") is excluded to the fullest extent permitted by law.

This applies irrespective of whether damages are direct, indirect, incidental or consequential, including lost profits, arising out of or in connection with the use of the Services or the Stellos Platform.

In particular, the User confirms and agrees that Stellos is not responsible for the condition and/or maintenance of Parking Spaces, including charging stations, and is not liable for defects or resulting consequential damage to the extent permitted by law.

If and to the extent that liability cannot legally be excluded, the maximum liability of Stellos shall be limited to the Rental Fees paid by the User within the previous calendar year or, in the case of free use of a Parking Space, CHF 10,000.

You agree to protect, defend, indemnify and hold the Stellos Companies harmless against all claims, losses, liabilities, causes of action, judgments, penalties, costs, damages and expenses, including reasonable legal fees and litigation costs and expenses, arising from matters for which the User is responsible.

In particular, the User shall be liable for damage caused by the User to a Car Park, including charging stations, or to third parties, including third-party Vehicles, and shall fully indemnify Stellos in this respect.

The aforementioned limitation of liability and obligation to indemnify also applies, to the extent legally permissible, in the relationship between the User and the Lessor.

The User acknowledges and expressly agrees to this.

13. Other Provisions

13.1 Entire Agreement

This Agreement, including any appendices, constitutes the entire agreement between Stellos and the User with respect to the Services.

13.2 Severability

Should any individual provision of this Agreement be invalid or incomplete, or should its performance become impossible, this shall not affect the validity of the remaining provisions of the Agreement.

In such a case, the invalid provision shall be replaced by a valid provision that comes as close as legally possible to the original intention.

13.3 Assignment

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld.

As an exception, Stellos is authorised to assign this Agreement in its entirety to any of its affiliates or in connection with a merger, acquisition, corporate reorganisation or sale of all or substantially all of its assets without the consent of Users.

13.4 Amendments to this Agreement

Any amendments to this Agreement must be made in writing, whereby electronic text form satisfies this requirement, and approved by both parties.

Notwithstanding the foregoing, Stellos reserves the right to amend this Agreement by notifying the User by email or via the Stellos Platform.

If the User does not object in writing, including by email, within thirty (30) days following notification, the User shall be deemed to have agreed to the amendments.

13.5 Applicable Law and Place of Jurisdiction

This Agreement shall be governed exclusively by Swiss law, without application of international treaties or conflict-of-laws rules that would result in the application of another law.

The exclusive place of jurisdiction for disputes arising out of or in connection with this Agreement is Zurich, Switzerland.