This Agreement (hereinafter referred to as “Agreement”) sets out the rules under which the Affiliate (hereinafter referred to as “Affiliate”) shall introduce its customers to the ParkClouds’s Parking Providers by promoting Products. By registering and signing up to the ParkVia Affiliate Programme as Affiliate, the Affiliate acknowledges, accepts and agrees to the terms and conditions of the Agreement.
The Agreement shall be concluded between ParkCloud Ltd registered under number 6557569 at Wood Street, SK3 0DF UK, (hereinafter referred to as “ParkCloud”) and the Affiliate, whose details have been provided by the Affiliate in the Registration Form. The effective date of this Agreement is the day when the Affiliate filled a Registration Form. The Affiliate warrants that it is validly existing and in good standing under the laws of the jurisdiction in which it is incorporated and has the full capacity to accept the term and conditions of the Agreement.
ParkCloud is an on-line parking reservation system provider through which the Customers can make a parking reservation (“Booking”, “Bookings”). ParkCloud operates its own websites to promote parking products and services (“Product”, “Products”) provided by the autonomous car parks (“Parking Providers”) with whom the Bookings are concluded by Customers.
The Affiliate is granted the unexclusive right to promote the Products of the Parking Providers on behalf of ParkCloud, by using the Booking Form/ Tracking Link/ API provided by ParkCloud for the purpose of the execution of this Agreement. The Affiliate may promote Products for provision of car parking services to its Customers during the term of this Agreement and in the way specified herein.
In this Agreement the following terms shall have the following meaning:
Affiliate means the party which details have been provided in the Registration Form;
Affiliate’s Website means a website maintained by the Affiliate;
API means ParkCloud’s API only;
Booking(s) means a parking space reservation made by a Customer through the Booking Form or the Link;
Booking form means HTML code ready to be inserted into Affiliate’s Website to enable Customers to make Bookings;
Business Day means a day on which banks are open for business in the United Kingdom;
Commission means the monetary amount payable by ParkCloud to the Affiliate;
Effective Date means the date on which the Booking Form/ Tracking Link/ API is available to Customers to make Bookings;
Customer(s) means the individuals who booked on the Affiliate’s Website;
ParkCloud’s Website means a website maintained by ParkCloud;
Parking Provider(s) means car park(s) with whom a Booking is concluded by a Customer;
Paid Search means any form of the online marketing aiming to deliver search results based on the requested keyword;
Product(s) means products and services offered by ParkCloud’s Parking Providers;
Purchase Order means a document indicating Bookings made by Customers along with the prices and the Commission due;
Registration Form means the on-line form provided on the ParkCloud’s Website for the Affiliate to fill in;
Tracking Link means a link to the ParkCloud’s Website given to the Affiliate in order to take Bookings for Customers.
The Affiliate may promote Products throughout all of its sales venues, including but not limited to shops, call centres and websites, and is responsible for all costs incurred for the promotion and sale of Products. The Affiliate shall conduct business in its own name and shall not represent itself as an employee or agent of ParkCloud.
2. Booking Form and Tracking Link.
2.1 ParkCloud is to provide the Affiliate with a Booking Form which is the HTML code ready to be inserted in a prominent place on the Affiliate’s Website. The Affiliate is responsible for integrating the Booking Form with Affiliate’s Website and shall be responsible for all costs incurred in relation to the above mentioned integration.
2.2 Tracking Link shall be provided by ParkCloud to the Affiliate in relation of this Agreement.
3. End User Pricing and the change of the Product.
End User pricing and Product specification are the subject to change at the sole discretion of ParkCloud and the Parking Provider.
4. Commission and Payments.
4.1 The Affiliate is entitled to the Commission on the total price (including any applicable taxes such as VAT) for a "Business to Business" supply of agency services i.e. finding a customer (the driver) for the Parking Provider. The Commission rate is 5%.
4.2 ParkCloud shall make payments to the Affiliate when the Commission amount of fifty (50) GBP (Pound Sterling) (or its equivalent in the respective foreign currency) is reached.
4.3 Commission earned by the Affiliate shall be communicated by ParkCloud to the Affiliate in the form of a Purchase Order.
4.4 The Affiliate shall invoice ParkCloud for the Commission earned in accordance with the relevant VAT Law, within ten (10) Business Days after the end of the month in which the purchase order has been issued.
4.5 Each party will notify the other party if it changes its VAT registration number or ceases to be VAT-registered.
4.6 Payments to the Affiliate by ParkCloud pursuant to this Agreement will be made in GBP (Pound Sterling). Other currency payments collected by ParkCloud shall be converted by ParkCloud to GBP (Pound Sterling) at the rates published by ECB on the day the Booking is made or (if that day is not a Business Day) on the first Business Day thereafter.
The Affiliate agrees and warrants that for the term of the Agreement it shall not conduct, undertake, use, perform or exercise (or have or authorize third parties) to conduct, undertake, use, perform or exercise Paid Search, SEM or SEO activities or any other form of online targeted advertising (whether directly, indirectly, or via or through Third Parties), in respect of the Booking Form/ Tracking Link/ API/ Products.
6. Restrictive Covenant.
The Affiliate agrees and undertakes that it will not, whether directly or indirectly, other than by means of this Agreement, work with the Parking Providers or approach them for the term of the Agreement and 12 months after the termination of the Agreement.
Proprietary information exchanged hereforth shall be treated as such by the Affiliate and held in the strictest of confidence. This information shall include, but not be limited to, the provisions outlined in this Agreement, product and services information, pricing, company practices, methodology and procedures. The Affiliate further agrees to not distribute, decompose, disassemble, decode or reverse engineer any ParkCloud’s website/ Link/ Booking Form/ API or similar device delivered to the Affiliate or any portion thereof without prior written approval of ParkCloud.
8. Data protection.
Each party shall ensure that any data stored or recorded at any stage shall comply with the requirements of applicable data protection law in force from time to time, and/or any legislation that develops, adds to and, when appropriate, replaces. Both parties agree that personal data will be duly protected from unauthorised disclosure or access or any other unlawful forms of processing.
9. Transfer of Rights.
Either party may not assign or transfer the Agreement, in whole or in part without the prior written consent of the other party. In the event that either party contemplates whole or partial sale of its business, ownership change, or a change in its jurisdiction, the party shall notify the other party by mail, facsimile or e-mail no less than 60 days prior to the effective date of the event.
10. Term of the Agreement.
The term of this Agreement is twelve (12) months from the date on which the Affiliate filled in the Registration Form. The Agreement shall be continuously renewed every twelve (12) months unless the Affiliate notifies ParkCloud in writing thirty (30) days prior to the expiration date.
Either party may terminate the Agreement at its sole discretion upon the occurrence of one or more of the following events:
- Failure to comply with any provisions of the Agreement upon receipt of written notice from the other party,
- Appointment of Receiver or upon the filing of any application by either party seeking relief from creditors,
- Upon mutual written agreement between both parties.
The Affiliate shall indemnify and hold ParkCloud harmless from and against any and all claims, judgments, awards, costs, expenses, damages and liabilities (including reasonable legal fees) of whatsoever kind and nature that may be asserted, granted or imposed against ParkCloud directly or indirectly arising from or in connection with Affiliate's marketing or support services of the product or services or the unauthorised representation of the product and services or any breach of this Agreement by the Affiliate.
13. Limited Warranty.
ParkCloud warrants that the Booking Form, Tracking Link and the API will substantially perform its functions. If it is determined that the Booking Form and/or the Tracking Link do not perform its functions, ParkCloud's only responsibility will be to use reasonable efforts, consistent with industry standards, to cure the defect.
14. Force Majeure.
Neither party shall be held responsible for delay or failure in performance hereunder caused by, acts of nature, strikes, embargoes, fires, war or other causes beyond their reasonable control.
15. Binding Effect.
If any provision of the Agreement is held to be unenforceable, the enforceability of the remaining provisions shall in no way be affected or impaired thereby. This Agreement and any disputes arising hereunder shall be governed by the laws of England and Wales, without regard to conflicts of law principles. A failure by any party to exercise or delay in exercising a right or power conferred upon it in the Agreement shall not operate as a waiver of any such right or power.
If legal proceedings are commenced to resolve a dispute arising out of, or in relation to the Agreement, the prevailing party shall be entitled to recover all costs, legal fees, and expert witness fees as well as any costs or legal fees in connection with any appeals.
17. General Provisions.
17.1 This Agreement and the licenses granted hereunder may not be assigned by either party, by operation of Law or otherwise, without the prior written approval by the other party, provided. This Agreement shall be binding upon, and inure to the benefit of, the permitted successors and assigns of each party.
17.2 The invalidity, illegality or unenforceability of any provision of the Agreement shall not affect the validity, legality or enforceability of the remaining provisions of the Agreement.
17.3 Any notice or communication given by either party under the Agreement shall be in writing and in the English language and shall be delivered by pre-paid mail or by email addressed to the other party at its registered office or such other address notified by the other party to the first-mentioned party.
17.4 No amendment to the Agreement shall be valid unless it is made in writing and signed by both parties.
17.5 Each party agrees to bear its own costs of performing its obligations under the Agreement, unless otherwise stated.
17.6 If any dispute shall at any time hereafter arise between the parties to this Agreement, then the parties shall attempt, in good faith, to resolve any dispute, difference or claim promptly by negotiation.