Terms and conditions

The below terms and conditions apply to the Services Agreement between you as Manager and ParkBee Limited.

1. Interpretation

1.1.

The following definitions and rules of interpretation apply in these terms and conditions, in addition to the definitions included in the Agreement.

Agreement: the agreement between the Parties relating to the Services.

Gross Revenue: the aggregate of all charges payable by Parkers that park in the Parking Spaces and collected through the ParkBee Management Portal minus any service, marketplace, and transaction fees charged to Parkers (which, for the avoidance of doubt, shall not be shared with the Manager).

ParkBee Management Portal: ParkBee's web-based management tool (also referred to as the ParkBee Management Portal) which can be used to monitor the usage of Parking Spaces, payment of parking costs and the availability of each Parking Space, with options to manage such availability.

Parkers: the end-users of the Car Park who have booked and/or park their vehicle in a Parking Space.

Parking Rates: the amount charged to Parkers by ParkBee for a Parking Space.

Parking Space: a parking space in the Car Park made available by the Manager via the ParkBee Management Portal.

Tenant: a tenant of the Manager (of a premises located near the Car Park).

Services: access to the ParkBee Management Portal, the provision of Smart Technology and signage (if applicable), collection of Gross Revenue and any Additional Services (if applicable).

Smart Technology: any hardware installed by ParkBee, which may be connected to the Manager's equipment, to enable remote access to Parking Spaces.

1.2.

Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. Acceptance of these terms

2.1.

By signing the Order Form or by accepting the Services following the order process, the Manager agrees that these terms and conditions govern the provision of the Services to the Manager.

2.2.

This agreement shall prevail at all times to the exclusion of all other terms and conditions, including any terms and conditions which the Manager may purport to apply even if such other provisions are submitted in a later document or purport to exclude or override the agreement and neither the course of conduct between parties nor trade practice shall act to modify the agreement.

3. Supply of services

3.1.

ParkBee shall supply the Services to the Manager from the Commencement date in accordance with this agreement (being the Order Form and these terms and conditions).

3.2.

ParkBee shall:

3.2.1.

be solely responsible for determining the Parking Rates. For the avoidance of doubt, ParkBee may make a Parking Space available free of charge to Parkers in the context of promotional activities. Any estimates given by ParkBee in relation to revenue from Parking Rates are estimates only and are not binding;

3.2.2.

comply with all applicable laws, statutes and regulations from time to time in force;

3.2.3.

observe all reasonable health and safety rules and regulations and security requirements that apply at the Car Park and have been communicated to ParkBee, provided that ParkBee shall not be liable under the agreement if, as a result of such observation, it is in breach of any of its obligations under the agreement; and

3.2.4.

at its discretion, take enforcement action if a Parker uses a Parking Space without an appropriate booking.

3.3.

The Manager may increase the number of or adjust the availability of Parking Spaces via the ParkBee Management Portal at any time. Such adjustments may take up to 24 hours to apply (or longer over weekends or public holidays). If a Parking Space is in use by a Parker at the time it is adjusted to become unavailable, the Parker shall be entitled to remain until the expiry of their original booking (except in the case of subscription holders, who ParkBee shall notify in advance of any adjustments and such adjustments may take up to 1 month to apply). ParkBee may withdraw the availability of a Parking Space at any time via the ParkBee Management Portal, if it considers it necessary to do so.

4. ParkBee smart technology

The following section applies only where Smart Technology is being / has been installed at the Car Park.  

4.1.

ParkBee shall install the Smart Technology at the location agreed between the parties on the Install Date. Delivery of the Smart Technology shall be completed on installation. The Install Date is approximate only and time of delivery is not of the essence.

4.2.

The Manager shall (and shall ensure that its employees, agents or contractors shall):

4.2.1

store the Smart Technology separately from all other equipment held by the Manager so that it remains readily identifiable as ParkBee's property;

4.2.2.

not remove, deface, or obscure any identifying mark or packaging on or relating to the Smart Technology;

4.2.3.

not move the Smart Technology to an alternative location without first obtaining ParkBee's written consent;

4.2.4.

not repair, alter, adapt or damage the Smart Technology. If the Manager fails to follow usage instructions and the Smart Technology becomes damaged as a result, ParkBee reserves the right to charge the Manager for any repair or replacement Smart Technology; and

4.2.5.

give ParkBee such information relating to the Smart Technology as ParkBee may require from time to time.

4.3.

The Manager acknowledges and agrees that it has the right to use the Smart Technology in accordance with the terms of this agreement and that title to the Smart Technology, shall not pass to the Manager

5. Manager's obligations

5.1.

The Manager shall:

5.1.1.

ensure that the Car Park and Parking Spaces are accessible and available to Parkers and during the period of time that a Parking Space is booked by a Parker and/or marked as available on the ParkBee Management Portal (including, for the avoidance of doubt, during any adjustment period in accordance with clause 3.3, if applicable);

5.1.2.

maintain the Car Park, Parking Spaces and the hardware and/or software connected to the ParkBee Management Portal;

5.1.3.

obtain and maintain all necessary licences, consents and permissions in connection with its obligations under this agreement and which may be required for the Services before the date on which the Services are to start;

5.1.4.

co-operate with ParkBee in all matters relating to the Services and provide, in a timely manner, such information as ParkBee may reasonably require, and ensure that it is accurate and complete in all material respects;

5.1.5.

maintain in force insurance policies with reputable insurance companies, against all risks that would normally be insured against by a prudent businessperson in connection with the risks associated with this agreement, including to cover damage to the Car Park(s);

5.1.6.

provide, for ParkBee, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Car Park and other facilities as reasonably required by ParkBee;

5.1.7.

in relation to the access granted under clause 5.1.6, provide ParkBee with any health and safety policies relevant to the Car Park and inform ParkBee of any hazards, risks or dangers that may arise on site, in writing, in advance of the Services being performed;

5.1.8.

keep ParkBee materials, equipment, documents and property (including barriers and signage) (ParkBee Property) at the Car Park in safe custody at its own risk, maintain ParkBee Property in good condition until returned to ParkBee and not dispose of or use ParkBee Property other than in accordance with ParkBee's written instructions or authorisation;

5.1.9.

grants ParkBee the ability to further optimise vacancy with additional empty parking spaces that result from garage occupancy data obtained from the ParkBee Service; and

5.1.10.

comply with all applicable laws and regulations with respect to its activities under this agreement, including in relation to health and safety.

5.2.

The Manager acknowledges and agrees that it is solely responsible for the Car Park (including the Parkers use of the Car Park) and any business rates payable in relation to the Car Park or a Parking Space.

5.3.

The Manager shall indemnify and hold ParkBee harmless from any and all third party claims (i) caused by the provision of the Services, to the extent that such claims arise out of the breach, negligent performance or failure or delay in performance of this agreement by the Manager, its employees, agents or subcontractors; and (ii) for death, personal injury or damage to property arising out of or in connection with third party use of the Car Park.

6. Data protection

6.1.

The parties shall comply with all applicable data protection and privacy legislation in force from time to time in the UK (Data Protection Legislation). This clause 6 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under Data Protection Legislation.

7. Intellectual property

7.1.

ParkBee and its licensors shall retain ownership of all intellectual property rights subsisting in the Smart Technology, Services, ParkBee Property and ParkBee Management Portal. For the avoidance of doubt, this includes all data relating to or generated by the ParkBee Management Portal.  

7.2.

Subject to the terms and conditions of this agreement, ParkBee grants to the Manager a non-exclusive, non-transferable licence, without the right to grant sublicences, to use the Services during the term of the agreement solely for the Manager's internal business operations.

7.3.

The Manager grants ParkBee a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable licence to use the Manager's branding (including logo) for the term of the agreement for the purpose of providing the Services to the Manager and promoting the relationship between the parties in accordance with the agreement.

8. Fees and payment

8.1.

In consideration for the provision of the Services, the Manager shall pay ParkBee's Revenue Share and the Installation Fee to ParkBee in accordance with this clause 8. All amounts in this agreement are stated exclusive of VAT, which shall be payable in addition to the amount stated (where applicable).

8.2.

ParkBee shall collect all Gross Revenue and shall transfer the Manager's Revenue Share less the Installation Fee (until fully paid in accordance with clause 8.3) to the Manager on a monthly basis within 30 days of the end of the relevant month. On or around the date of payment, ParkBee shall provide the Manager with a breakdown of the total Gross Revenue.

8.3.

ParkBee shall deduct the Installation Fee (or such proportion of the Installation Fee as is possible if the Manager's Revenue Share in that month is less than the Installation Fee) from the Manager's Revenue Share that is to be paid to the Manager each month until the Installation Fee has been paid in full.

8.4.

If, 12 months from the Effective Date, the Installation Fee has not been recovered by ParkBee in full accordance with clause 8.3, ParkBee shall submit an invoice for the Installation Fee plus VAT, if applicable, to the Manager. The Manager shall pay each invoice due and submitted to it by ParkBee, within 30 days of receipt, to a bank account nominated in writing by ParkBee.

8.5.

ParkBee may increase the Revenue Share at any time by giving the Manager at least 3 months’ written notice. If the Manager objects to such increase, ParkBee and the Manager shall work towards an agreement whereby both parties consent.

8.6.

ParkBee charges service fees to Parkers and marketplace fees to partners which shall not be shared with the Manager. These are fees that ParkBee charges to Parkers and partners for executing transactions via the ParkBee platform and for management and improvement of ParkBee software and technology into the partners applications.

9. Limitation of liability

The Manager's attention is particularly drawn to this clause.

9.1.

Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.

9.2.

Nothing in the agreement limits any liability which cannot legally be limited, including liability for (i) death or personal injury caused by negligence; or (ii) fraud or fraudulent misrepresentation.

9.3.

Subject to clause 9.1 and 9.2:

9.3.1.

ParkBee shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and

9.4.

Subject to clauses 9.1, 9.2 and 9.3, ParkBee's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall in no circumstances exceed the greater of: (i) the ParkBee Revenue Share paid in the 6 month period preceding the events giving rise to the claim; or (ii) £5,000.

9.5.

Except as expressly and specifically provided in this agreement, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement.

9.6.

During the term of this Agreement and a period of three(3) months after it has expired or terminated (irrespective of the reason), the Manager will not enter into any agreement with, enter into consultations with or otherwise deal with another party that provides similar services as ParkBee where such agreement, consultation or dealing would be in competition with the service provided to the Manager by ParkBee under this Agreement.

10. Term and termination

10.1.

The agreement shall commence on the Effective Date and shall continue, unless terminated earlier in accordance with its terms, until either party gives the other notice to terminate of not less than the Notice Period set out in the Order Form, such notice to expire at the end of a calendar month.

10.2.

Without affecting any other right or remedy available to it, either party to the agreement may terminate it with immediate effect by giving written notice to the other party if:

10.2.1.

the other party commits a material breach of any term of the agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

10.2.2.

the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or

10.2.3.

the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.

10.3.

On expiry or termination of the agreement for whatever reason:

10.3.1.

the Manager shall immediately pay to ParkBee the balance of the Installation Fee (if outstanding);

10.3.2.

ParkBee shall pay any Manager's Revenue Share owed to the Manager in accordance with clause 8.2 within 45 days of the end of the calendar month in which termination or expiry occurs;

10.3.3.

the Manager shall, within a reasonable time, allow ParkBee or its subcontractors access to its premises to collect the Smart Technology or ParkBee Property in its possession. If the Manager fails to do so, then ParkBee may enter the Manager's premises and take possession of the Smart Technology and/or ParkBee Property. Until they have been returned or repossessed, the Manager shall be solely responsible for their safekeeping;

10.3.4.

any provision of the agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the agreement shall remain in full force and effect; and

10.3.5.

termination or expiry of the agreement shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

10.4.

In the event that either party gives notice to terminate pursuant to clause 10.1, ParkBee shall cease to allow bookings for Parking Spaces which would take place after expiry of such notice and cancel any existing bookings which were due to occur after such expiry; and in the case of termination pursuant to clause 10.2, ParkBee shall cancel all existing bookings for Parking Spaces as soon as reasonably practicable.

11. General

11.1.

Neither party shall be in breach of the agreement nor liable for delay in performing, or failure to perform, any of its obligations under the agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control.

11.2.

This agreement is personal to the Manager. No Party shall assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement without the prior written permission of the other Party, provided ParkBee may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its obligations or rights under this agreement to a group company.

11.3.

Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except to: (i) its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under this agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 11.3; and (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. Neither party shall use any other party's confidential information for any purpose other than to perform its obligations under the agreement.

11.4.

This agreement constitutes the entire agreement between the parties.

11.5.

ParkBee has the right to amend these terms and conditions at any time. Any changes will be effective upon publication at [URL]. The Managers continued use of the Services after such changes constitutes acceptance of the updated terms and conditions. If a change materially affects the Manager’s rights or obligations, ParkBee will provide reasonable notice before the change takes effect.

11.6.

ParkBee reserves the right to index platform and service fees annually as per 1 January.

11.7.

Each party acknowledges that in entering into the agreement it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the agreement.

11.8.

No variation of the agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

11.9.

Any notice given to a party under or in connection with the agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the address specified by each party from time to time. Any notice shall be deemed to have been received if delivered by hand, at the time the notice is left at the proper address; if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second business day after posting; or if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 11.7, business hours means 9.00am to 5.00pm on a business day.

11.10.

The agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the agreement.

11.11.

The agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation (Dispute), shall be governed by, and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any Dispute