This Software as a Service Agreement (“SaaS Agreement”) forms part of, and is subject to, the PARQ Master Service Agreement (“MSA”) entered into between PARQ LTD (“PARQ”) and the Client. Capitalised terms not defined in this SaaS Agreement have the meaning given in the MSA.
This SaaS Agreement governs the Client’s access to and use of PARQ’s software-as-a-service products and platforms (the “SaaS Services”).
1. Scope of SaaS Services
PARQ provides the Client with access to its cloud-based software platforms, applications, dashboards, APIs, and related functionality as described in the applicable Order.
The SaaS Services are provided on a subscription basis and are intended to support the Client’s parking operations, reporting, automation, and related workflows, as applicable.
2. Licence and Access Rights
PARQ grants the Client a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the SaaS Services during the term of the applicable Order, solely for the Client’s internal business purposes and in accordance with this SaaS Agreement and the MSA.
No rights are granted other than those expressly stated.
3. Intellectual Property
All intellectual property rights in and to the SaaS Services, platform software, underlying code, databases, algorithms, configurations, documentation, updates, and enhancements are and shall remain the exclusive property of PARQ or its licensors.
All intellectual property is owned and controlled by PARQ in the United Kingdom.
Nothing in this SaaS Agreement transfers ownership of any intellectual property rights to the Client.
4. Client Responsibilities
The Client is responsible for:
ensuring that authorised users comply with this SaaS Agreement and the MSA
maintaining the confidentiality of access credentials
all activities carried out through its user accounts
the accuracy, legality, and integrity of any data provided or processed through the SaaS Services
The Client shall not misuse the SaaS Services or use them in violation of applicable laws or regulations.
5. Acceptable Use Restrictions
The Client shall not, and shall not permit any third party to:
copy, modify, or create derivative works of the SaaS Services
reverse engineer, decompile, or attempt to extract source code
access the SaaS Services for benchmarking or competitive analysis
interfere with the security, integrity, or performance of the platform
use the SaaS Services for unlawful, fraudulent, or abusive purposes
6. Third-Party Integrations
The SaaS Services may integrate with or rely on third-party platforms, services, APIs, or tools (“Third-Party Services”).
PARQ does not control and is not responsible for Third-Party Services, including their availability, performance, security, or compliance.
The Client’s use of Third-Party Services is subject to the applicable third-party terms, and PARQ shall not be liable for any issues arising from such services.
7. Availability and Support
PARQ will use commercially reasonable efforts to make the SaaS Services available on a continuous basis, excluding planned maintenance, emergency maintenance, or circumstances beyond PARQ’s reasonable control.
Support services, response times, and service levels (if any) are defined in the applicable Order or support policy and do not constitute a guarantee of uninterrupted service.
8. Data and Security
The Client retains ownership of its data processed through the SaaS Services.
PARQ will implement reasonable technical and organisational measures designed to protect the security and integrity of the SaaS Services and Client data, in accordance with applicable data protection laws.
Detailed data protection obligations are governed by the MSA and any applicable data processing addendum.
9. Fees and Billing
Subscription fees and usage-based fees (including any MPE-based pricing) are defined in the applicable Order.
Payment gateway services, transaction processing, settlement, and driver payments are expressly excluded from this SaaS Agreement and are governed by separate, country-specific payment agreements where applicable.
10. Suspension and Termination of Access
PARQ may suspend or restrict access to the SaaS Services in accordance with the MSA, including for non-payment, security concerns, misuse, or legal requirements.
Upon termination or expiration of the applicable Order, the Client’s right to access the SaaS Services shall cease.
11. Warranties and Disclaimers
PARQ warrants that it will provide the SaaS Services with reasonable skill and care.
Except as expressly stated, the SaaS Services are provided “as is” and “as available”, and PARQ disclaims all implied warranties to the maximum extent permitted by law.
12. Limitation of Liability
The limitation of liability provisions set out in the MSA apply fully to this SaaS Agreement.
13. Relationship to Other Agreements
This SaaS Agreement governs only the provision of software-as-a-service.
Hardware supply, installation, payment gateway services, professional services, and other offerings are governed by separate agreement blocks or Orders.
In the event of a conflict, the order of precedence set out in the MSA shall apply.
14. Governing Law
This SaaS Agreement is governed by and construed in accordance with the laws of England and Wales, as set out in the MSA.
15. Acceptance
By accepting an applicable Order, accessing the SaaS Services, or using the PARQ platform, the Client agrees to be bound by this SaaS Agreement and the MSA.