PARQ Master Service Agreement

This Master Service Agreement ("Agreement") is 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"), as of the effective date stated therein ("Effective Date").

This Agreement sets out the general legal terms governing all services, software, hardware, and related offerings provided by PARQ to the Client, as further detailed in one or more proposals, order forms, statements of work, or agreement blocks (each an "Order").

This Agreement establishes the overarching terms under which PARQ provides services to the Client. The specific services, pricing, service levels, and commercial terms are defined in the applicable Order or Orders. This Agreement applies to all current and future Orders unless expressly agreed otherwise in writing by both parties.

In the event of any conflict or inconsistency between documents, the following order of precedence applies: the applicable Order (including proposal commercial terms), any service-specific agreement block (including SaaS, Payment Gateway, Hardware, or Development Services terms), and finally this Master Service Agreement.

For the purposes of this Agreement, "Services" means any software, platform access, payment services, development services, support, or other services provided by PARQ under an Order. "Hardware" means any physical equipment supplied by PARQ, whether sold or rented, as defined in an Order. "Platform" means the PARQ software platform, including dashboards, APIs, analytics, and related systems. "MPE (Managed Parking Event)" has the meaning defined in the applicable SaaS Order.

This Agreement commences on the Effective Date and remains in force until terminated. Either party may terminate this Agreement or any individual Order for convenience by providing thirty (30) days’ written notice, or immediately if the other party commits a material breach that is not remedied within fourteen (14) days of written notice. Termination does not affect accrued payment obligations or provisions intended to survive termination, including confidentiality, intellectual property, indemnities, limitation of liability, and governing law.

Fees are set out in the applicable Order. Unless otherwise stated, invoices are issued monthly in arrears and are payable within the timeframe specified in the Order. All fees are exclusive of taxes, duties, levies, or withholdings, which shall be borne by the Client unless required by applicable law.

The Client shall provide accurate and complete information required for service delivery, ensure lawful and authorised use of the Services and Platform, be responsible for all on-site infrastructure, third-party systems, hardware installation, connectivity, and maintenance unless expressly agreed otherwise in writing, and comply with all applicable local, national, and international laws and regulations relating to its operations. The Client acknowledges that it operates the parking facilities and is solely responsible for compliance with all applicable laws and regulations, including permits, signage, tariffs, consumer protection rules, accessibility requirements, and tax obligations.

All intellectual property rights in the Platform, Services, software, documentation, and related materials remain the exclusive property of PARQ or its licensors. No ownership rights are transferred to the Client except where explicitly stated in an Order. Any custom developments are subject to the intellectual property terms set out in the applicable development or services agreement block.

Each party shall keep confidential all non-public, commercially sensitive, or proprietary information received from the other party and shall use such information solely for purposes of performing obligations under this Agreement. This obligation survives termination of the Agreement.

Each party shall comply with all applicable data protection laws, including the UK GDPR and EU GDPR where applicable. For the purposes of applicable data protection laws, the Client acts as Data Controller and PARQ acts as Data Processor, unless otherwise agreed in writing. PARQ’s processing of personal data is governed by its Privacy Policy as published on its website and updated from time to time. The Client confirms it has obtained all necessary rights, notices, and consents to provide any personal data processed through the Platform.

PARQ warrants that it will provide the Services with reasonable skill and care. Except as expressly stated, the Services and Platform are provided "as is" and "as available", and PARQ disclaims all implied warranties to the maximum extent permitted by law.

PARQ may suspend access to all or part of the Services in the event of non-payment, where there is a security risk, misuse, or breach of this Agreement, or where required by law or a regulatory authority. Suspension does not relieve the Client of its payment obligations.

Each party shall indemnify and hold harmless the other from claims arising from its own breach of this Agreement, negligence, or unlawful conduct. The Client shall indemnify PARQ against claims arising from the operation of the Client’s parking facilities, misuse of the Platform or Services, or breach of applicable laws or regulations. PARQ shall indemnify the Client against third-party claims that the Platform infringes intellectual property rights, subject to the limitation of liability below.

Neither party shall be liable for indirect, incidental, or consequential damages, including loss of profit, revenue, or data. PARQ’s total aggregate liability under this Agreement shall not exceed the total fees paid by the Client to PARQ in the twelve (12) months preceding the event giving rise to the claim.

PARQ does not act as a bank, payment institution, or financial intermediary. Where payment services involve third-party gateways or processors, settlement timing and availability of funds are subject to the terms and performance of such providers. PARQ shall not be liable for failures or delays caused by third-party payment providers beyond its reasonable control.

Neither party shall be liable for failure or delay resulting from events beyond its reasonable control, including acts of God, internet outages, governmental actions, or third-party service failures.

The Client may not assign this Agreement without PARQ’s prior written consent. PARQ may subcontract services or assign this Agreement as part of a corporate reorganisation, merger, or sale of assets.

This Agreement shall be governed by and construed in accordance with the laws of England and Wales. The courts of England shall have exclusive jurisdiction.

This Agreement, together with all applicable Orders, constitutes the entire agreement between the parties and supersedes all prior discussions or agreements relating to its subject matter.

By accepting the applicable proposal or signing electronically, the Client agrees to be bound by this Master Service Agreement.