This Payment Gateway Integration & Service Fee Agreement (“Payment Agreement”) forms part of, and is subject to, the PARQ Master Service Agreement (“MSA”) entered into between PARQ LTD, a company incorporated in England and Wales (“PARQ”), and the client identified in the applicable proposal, order form, or agreement block (“Client”).
Capitalised terms not defined in this Payment Agreement have the meaning given in the MSA.
1. Scope of Payment Gateway Services
PARQ shall provide technical integration, configuration, and ongoing maintenance services to enable the Client to use one or more third-party payment service providers or payment gateways (“PSPs”) in connection with the PARQ platform.
This Payment Agreement governs only the integration and service fee model related to payment gateways and does not govern the processing, holding, settlement, or movement of funds.
2. Merchant of Record and Funds Flow
The Client shall at all times act as the merchant of record for all transactions processed through the payment gateway.
The Client contracts directly with the PSP(s) and is solely responsible for compliance with all payment, tax, consumer protection, and financial regulations applicable to such transactions.
PARQ does not at any time:
receive, hold, transmit, or settle funds;
act as a payment service provider, bank, or financial institution; or
assume responsibility for chargebacks, refunds, reversals, or payment disputes.
3. Payment Gateway Approval and Support
Only PSPs expressly approved by PARQ may be integrated with the PARQ platform.
PARQ reserves the right, at its discretion, to:
approve or reject any proposed PSP;
discontinue support for a PSP that is unstable, insecure, non-compliant, or operationally unsuitable;
require migration to an alternative PSP where continued support is no longer commercially or technically viable.
Discontinuation of support for a PSP shall not constitute a breach of this Agreement.
4. Scope of Integration and Maintenance Services
PARQ’s payment gateway services include:
initial technical integration with the approved PSP(s);
ongoing API updates required to maintain compatibility;
monitoring of integration uptime and technical availability.
PARQ does not provide:
customer or driver payment support;
refund or dispute handling;
regulatory, tax, or financial compliance services.
All end-user payment support remains the responsibility of the Client.
5. Service Fee and Fee Calculation
In consideration for the services provided under this Payment Agreement, the Client shall pay PARQ a service fee calculated as a percentage of the gross transaction value processed through the integrated payment gateway(s), as specified in the applicable Order.
The PARQ service fee:
is calculated on the gross transaction value, prior to taxes, refunds, or chargebacks;
is separate from and in addition to any fees, commissions, or charges imposed by the PSP;
is not reduced or offset by PSP fees unless expressly agreed in writing;
does not include a minimum monthly fee unless expressly stated in the Order.
Unless otherwise agreed, PSP fees are borne by the Client and are not deducted from the PARQ service fee.
6. Allocation of Service Fee (Driver vs Client)
By default, the PARQ service fee may be configured to be added to the parking transaction amount payable by the end user or driver at the point of payment.
Alternatively, the Client may elect to absorb the PARQ service fee and not pass such fee on to the end user. In such case, the Client remains fully responsible for payment of the PARQ service fee as invoiced.
The configuration of whether the PARQ service fee is charged to the end user or absorbed by the Client shall be specified in the applicable Order or platform configuration and does not affect the Client’s obligation to pay the PARQ service fee in full.
7. Reporting and Invoicing
PARQ shall calculate the service fee based on transaction data recorded by the PARQ platform.
PARQ shall invoice the Client monthly in arrears, and invoices shall be payable within seven (7) days of the invoice date unless otherwise agreed in writing.
The Client shall notify PARQ promptly of any reasonable dispute regarding an invoice, supported by relevant transaction data.
8. Client Responsibilities
The Client is responsible for:
maintaining a valid contract with each PSP;
ensuring uninterrupted availability of the PSP account;
handling refunds, chargebacks, disputes, and customer communications;
ensuring compliance with all applicable payment, tax, and consumer protection laws.
The Client may use its PSP(s) for other non-parking-related activities, provided such use does not interfere with or degrade the PARQ integration.
9. Suspension of Services
In addition to PARQ’s rights under the MSA, PARQ may suspend or disable payment gateway integration services:
for non-payment of invoices;
where continued operation poses a security, compliance, or operational risk;
where required by law or a regulatory authority.
PARQ may suspend payment gateway integration independently of other SaaS services.
10. Limitation of Liability
PARQ shall not be liable for:
PSP outages, failures, or delays;
rejected, reversed, or disputed transactions;
chargebacks, fraud, or settlement issues;
losses arising from PSP actions or omissions.
The limitation of liability provisions set out in the MSA apply fully to this Payment Agreement.
11. Relationship to Other Agreements
This Payment Agreement governs only payment gateway integration and service fee mechanics.
Software services are governed by the SaaS Agreement.
Hardware supply is governed by the Hardware Sale or Rental Agreement.
In the event of any conflict, the order of precedence set out in the MSA shall apply.
12. Governing Law
This Payment Agreement shall be governed by and construed in accordance with the laws of England and Wales, as set out in the MSA.
13. Acceptance
By accepting an applicable Order that includes payment gateway integration services, the Client agrees to be bound by this Payment Gateway Integration & Service Fee Agreement and the MSA.