Between the parties, to wit: PARQ COLOMBIA S.A.S. ("PARQ"), a company incorporated under the laws of the Republic of Colombia, domiciled in Bogotá, with NIT. 901.237.522-1, and its Users, as defined below, duly registered via web or technological platform, agree to be bound by the following general terms and conditions of use of a technological platform (the "System"). PARQ does not provide parking services as such, nor is it an operator or owner of parking lots.
1. USERS
The Users of the System are: (i) the drivers of vehicles requiring a parking space ("Drivers"), (ii) the operators and/or owners of parking lots offering parking spaces for Drivers ("Operators"), and the providers of various services such as car washes, mechanics, chosen drivers, etc. (the "Providers"). Collectively all of the foregoing shall be referred to as the "Users").
2. ACCEPTANCE AND REGISTRATION
2.1. Acceptance.
Each User accepts the terms and conditions provided herein by using the System, which implies that each User has read this document, has understood it, and as such, has fully and expressly accepted it. If the User does not accept these terms and conditions, he/she may not use the System. These terms and conditions are subject to change as the System is under continuous development to provide the best service. Modification of these terms and conditions will be notified in a timely manner via email or on the PARQ website.
2.2. Registration.
In order to complete their registration and use the System, each User must fill out a registration form provided by PARQ through the System. All information provided will be confidential and PARQ will manage and handle it in accordance with the provisions of these terms and conditions, and the applicable rules to that effect, taking into account, among other things, that it is personal data of the Users. Each User shall be responsible for the accuracy of the information provided. In the event that the information is not accurate and/or truthful, Users will not be able to use the System and will be responsible for any damages that may be caused to PARQ.
2.2.1. Drivers' Register.
Each Driver shall provide sufficient information about himself/herself, including but not limited to: name, email, cell phone, and payment method (credit card), including specific data to that effect, if applicable. The System is only available for use by persons of legal age. All Drivers must be at least 18 years of age to access and use the System; use by minors is expressly prohibited.
2.2.2. Register of Operators.
Each Operator shall provide sufficient information about itself, including but not limited to: name, email, telephone, address, applicable rates, applicable hours, and banking and tax information such as account number, account type, account holder (who must be the same Operator/Contractor), RUT, and NIT, among others that may apply.
2.2.3. Register of Suppliers.
The registration of Suppliers will require the submission of the same information as Operators.
Due diligence.
By accepting these terms and conditions, Users expressly authorize PARQ to consult and validate their information through databases and special lists. PARQ reserves the right to use the System, and may exclude anyone it deems from using the services it offers for any reason at its sole discretion.
3. DESCRIPTION OF THE SERVICE
PARQ is the owner and operator of a technological System offered via web/application whose purpose is to connect Drivers and Operators/Suppliers so that: (i) Drivers can find and use a parking space and pay their fee to the Operator through the System in the different payment methods available; (ii) Operators use the System to offer the use of parking spaces and manage the same; (iii) Suppliers offer their services through the System. Hereinafter, the services offered to users through the System shall be referred to as the "Services", and the parking spaces, or quotas, shall be referred to as the "Spaces".
4. SCOPE OF SERVICES
4.1. General Scope of Services for Users:
By accepting these terms and conditions, each User agrees that this document shall govern any relationship between himself/herself and PARQ. The use of the Services by Users implies that PARQ has provided a means for Drivers to engage the Services of Operators and Suppliers in exchange for consideration. By accepting Space reservations made by a Driver and permitting their use, a contractual relationship is formed between the Driver and the Operator. PARQ is not a party to any agreement or relationship between each Driver and each Operator, and is not responsible and shall not be liable to them. PARQ facilitates the meeting of Drivers and Operators, as well as the payment of the parking fee. The Operator agrees to use the System to make its Spaces available to Drivers for the duration of their respective reservation, as well as for PARQ to collect the applicable parking fees.
4.2. Scope of Services for Drivers.
Through the System, Drivers will be able to: (i) Review the location of parking spaces, their rates, and the availability of spaces in real time; (ii) Reserve and pre-pay parking spaces; (iii) Make payment for the parking service to the Operator by credit card, or debit card, or cash; (iv) Modify reservations up to before entering the respective parking lot; (v) Enter or exit using a QR code; (vi) Use the System via IOS/Android or via web; and (vii) Hire Providers to provide other Services such as chosen driver, washing, etc., as may be specifically defined on a case-by-case basis.
4.3. Scope of services for Operators and/or Suppliers.
Through the System the Operators/Suppliers may: (i) Offer the Spaces/Services to the Drivers; (ii) Collect parking/service fees; (iii) Perform access control to the parking lots using a QR code or by manually entering the license plate; (iv) Enter special Drivers to the system, such as Drivers with special/preferential rates; (v) Offer other services such as driver selection, washing, etc., as may be specifically defined on a case-by-case basis. The Operator and PARQ may agree to provide additional services such as PARQ-NET, for the provision of connectivity to the parking lots. The Operator agrees to fully comply with the conditions that Internet service providers publish in their commercial or contractual documentation from time to time.
As part of these terms and conditions, the Operator agrees to:
i. Ensure the availability of the Operator's Parking Lots, which includes all responsibilities of a parking lot operator/owner, including any applicable legal provisions, which includes any insurance required by law.
ii. Ensure that the Operator's Parking Facilities implement and make use of the System to manage the parking of Users' vehicles, as well as inform all Drivers about the availability of use of the System in a timely manner.
iii. To collaborate with the personnel of the System so that the object of the Agreement may be developed.
iv. Deliver to PARQ the information required for the execution of the Agreement in a timely manner.
v. Pay the value of the service, or allow PARQ to deduct such value, as the case may be, in accordance with the provisions of this Agreement.
vi. Allow PARQ to use the Operator's data and the Operator's Parking Lots.
vii. Maintain all insurance, licenses, permits, or related items necessary to operate in good standing.
viii. Upload all requested data to the System, through the tools provided for such purposes (i.e. App, website, etc.) including the name, address, name of the specific operator (if applicable), rates, schedule, and available spaces of each of its Parking Lots.
ix. If applicable, to receive a commission for additional services such as valet, car wash, and/or driver of choice provided by third parties in the Operator's Parking Lots. Alternatively, the Operator may provide these services to the Users, in which case there shall be no additional commission other than the value of such service charged to the Users.
Likewise, PARQ shall have the following obligations to Operator:
i. To deliver to Operator the value of the parking services to which it is entitled as provided in this Agreement and in the Terms and Conditions.
i. To deliver to Operator the value of the parking services to which it is entitled as provided in this Agreement and in the Terms and Conditions.
ii. That the System includes the Operator's Parking Lots, including, among other things: (i) rates; (ii) location; (iii) availability of quotas in real time; and (iv) schedule, provided that the Operator has loaded them into the System.
iii. That the System allows the payment of the parking service during the stay in the parking lot.
iv. That the System allows the payment of the applicable rate of the Operator's Parking Lots.
v. That, through the System, the Operator manages the entry or exit of vehicles by means of a QR code submitted by each User.
vi. That, by means of the System, the Operator manages the entry or exit of vehicles.
vii. That, through the System, the Operator may manually update the status of its Parking Lots according to the following categories: (i) green, if there is availability, (ii) yellow, if there is limited availability, and (iii) red, if there is no availability. Only applies to the PARQ LIVE license.
viii. Support the Operator to configure the platform and train the Operator's personnel to use the System.
ix. Assist and provide technical support to the Operator and/or driver to the extent that any questions may arise regarding the use of the System.
x. Ensure that the System is compatible to be used via cell phone with iOS or Android operating system, or directly from the web.
4.4. Supply of Spaces.
Available Spaces will be offered through the System and Drivers will be able to identify and select them through the System.
4.5. Reserves.
Spaces will be available for booking to the extent that they are unoccupied or free from a previous booking. The chargeable time of the Driver's stay in the respective Space will be counted from the time of arrival at the car park. However, the Driver will have 15 minutes grace period to arrive at the parking space. If the Driver does not arrive at the parking space during the 15 minute grace period, the Driver's stay will be charged. In any case, use of Spaces is subject to availability. The Driver will pay the normal rate agreed for this purpose.
4.6. Cancellation and right of withdrawal.
Drivers may cancel reservations and parking service up to the 15-minute grace period described in the preceding paragraph. In the event that the service is cancelled after the service has begun, the Driver must pay the applicable rate for the time that the parking service was received. PARQ reserves the right to modify and cancel reservations, as well as the stay in any parking lot. In case of cancellation of a parking space previously paid through the System, each Driver will receive a credit equal to 100% of the total value of the parking fee for use in any parking lot duly affiliated to the PARQ network.
4.7. Spaces.
By registering and offering the Spaces, the Operator expressly agrees to make them available to Drivers, and states that it has the authority to offer them for use. PARQ reserves the right to inspect the Spaces, and to exclude them from the System if they do not comply with the characteristics offered by the Operator, with PARQ's criteria of use, or due to flaws or falsehoods in the information provided. The Space will be available from the time it is reserved until the Driver leaves the parking lot. In the event that the Operator does not make the reserved Space available to the Driver, the Operator will assume the cost that PARQ assumes to guarantee a Space to the Driver.
4.8. Remittance of information.
Users agree that PARQ may forward and send them information about PARQ, the System, and the services provided from time to time.
4.9. Intuitu personæ.
The services provided by PARQ are performed on behalf of the specific User, and as such may not be transferred to any third party, nor may they be used on behalf of any third party. Any transaction made in contravention of this provision will be invalid, and may result in the cancellation of the respective User's registration to use the System and/or any other service provided by PARQ. In this regard, third parties will not be allowed access to the Spaces.
4.10. Technical Aspects of the Application.
The System may be subject to updates and modifications from time to time. PARQ will use reasonable efforts to ensure that such events do not hinder Users' use of the System; however, PARQ shall not be liable for any damages that may be suffered by Users during such events. Likewise, PARQ is not responsible for Internet access not provided by the PARQ-NET service, which is indispensable for remote use of the System.
4.11. Operator's Equipment.
Each Operator will be responsible for having sufficient personnel equipped with mobile devices (Android or iOS and/or computers (PC/MAC), and internet connectivity. Devices should be no more than 5 years old and have the latest operating system updates and web browsers. If the Operator does not have this technology PARQ can offer a solution subject to other commercial and legal terms, and a different set of prices, depending on the case.
4.11. PARQ.
The equipment provided by PARQ is the property of PARQ and must be handed over to PARQ management at the end of the contract. The operator will be responsible for any damage or theft of the equipment installed at his parking site.
5. PAYMENTS
5.1. Applicable parking fees.
The rates applicable to each Space shall be available for review and knowledge of each Driver through the System. The applicable rate will not change, but may be modified by the Operator. If the Operator changes a rate during an active stay, the value that was agreed upon at the beginning of the stay will be applied for the entire duration of the stay. As the case may be, PARQ may charge a rate to each Driver, which may be revised by the respective Driver when reviewing the applicable rates of the chosen Space. Payments made by the Driver with debit or credit cards will cause a service fee in favor of PARQ, in an amount equivalent to ten percent (10%) of the transaction. The foregoing is without prejudice to the agreements that PARQ and the Operators may reach so that the latter pay the commission described above.
5.2. Collection of the fee.
PARQ will collect the parking fee through the System, which implies that the money from the Drivers will be channeled through a payment gateway. PARQ will deliver the collected resources to the Operator to the account specified by the Operator and will deduct and/or collect the corresponding resources to the extent applicable, in accordance with the applicable rates, which in any case the Driver may review through the System before choosing the desired Space through the same. This gateway is a service provided by a third party, therefore, PARQ will at no time manage or manipulate the resources of the Users. PARQ will only facilitate the payment between Users and will retain its portion of the payment as consideration. PARQ's consideration will be paid monthly. For clarity of the parties, the Operator shall be solely responsible for the collection of the cash fee.
5.3. Payment facilities.
Fare payments through the System and the payment gateway may be made by credit card or debit card. For this purpose, each Driver must share the relevant data during the registration phase as a user of the System. Alternatively, Drivers may pay in cash at the Operators' payment points. In any case, all transactions shall be made in local currency.
5.4. Monthly payments.
Drivers may reserve Spaces for different periods of time, including weeks and months, according to the options provided for this purpose in the System.
6. TERMINATION
PARQ may terminate any relationship that exists, is configured with the acceptance of these terms and conditions, or that may arise in the future with any of the Users unilaterally, immediately, and without payment and / or recognition of compensation or damages. For this purpose PARQ must send electronic notification to the User's email before termination. For their part, Users may also terminate their subscription to the System on equal terms, and through the System, except for Operators and Suppliers, whose termination is subject to the fact that there is no reservation or service in force.
7. INDEMNITY
The use of the System is at the sole risk and expense of the Users; both for the use of the Spaces and for offering them, according to each type of User. Users shall hold PARQ harmless from any claim, demand, legal action and cost that may be caused or arise from damage or injury to persons or property of third parties. In any event, the User shall hold PARQ harmless for any and all claims related to PARQ's tort liability, and shall defend PARQ in such event. PARQ's total aggregate liability shall not exceed the total value of PARQ's consideration. PARQ shall not be liable for loss of profits, loss of goodwill, loss of use, loss of opportunity, loss of revenue, or consequential damages. PARQ is not obligated to have people use the System, to fill the Spaces, to make the Spaces available, to make the Spaces safe and suitable for the parking of vehicles, to have insurance policies, private security, to provide public services (internet, electricity, water, etc.) or to respond for damages of any kind including without limitation damage to vehicles, delay in access to parking spaces. Likewise, the User understands and accepts that PARQ will not be liable for any type of extra-contractual liability, including any damage to private property, traffic accidents, incorrect use of the System, and in general any other type of damage that may be suffered by any third party due to the use of the System.
8. DATA PROTECTION AND USE
Users authorize the use of their personal data for the provision of the services set forth herein in a free, consented and informed manner. In any case, the data PARQ may receive will be compiled and stored in a database under the care of PARQ. The data collected will be used for the provision of services, and all other possible uses rationed to that end, including marketing, promotion, various commercial activities, transfer of data to third parties, subcontractors and contractors of PARQ, in Colombia and abroad, among other usual activities in this type of business. The information provided by Users will include personal information under the terms set forth herein. Any information that Users may share will be of a confidential nature under the terms of this document, and PARQ will comply with the provisions of Law 1266 of 2008 and 1581 of 2012, and any other applicable law regarding the same. The information PARQ may receive will be treated and handled in accordance with the law, these terms and conditions, and PARQ's personal data treatment policies available through PARQ's website. In any case, Users may contact PARQ under the terms of the notice clause. Users may at any time delete their account and all their personal data from the "Edit account" screen by clicking on "Delete account".
9. LICENSE FOR USE
PARQ is the sole owner of the copyrights in the System and is therefore the sole owner and author of its trademark, software, designs, data, and patents. These terms and conditions do not constitute a license for modifiable use, nor a license permitting a use other than that expressly provided for hereunder, unless there is a licensing agreement signed by PARQ expressly authorizing a different use. In any case, PARQ reserves all copyrights, which are its exclusive property.
9. CONFIDENTIALITY
Without prejudice to the special rules applicable to data processing and those special provisions enshrined herein, the parties agree to maintain the confidentiality of these terms and conditions and any information they receive from each other. Accordingly, and except as provided herein and in the applicable rules, they shall not disclose or use all or any part of any information obtained or to be obtained in connection with this document, or use it for their own benefit, or provide it to any third party. The obligation of confidentiality hereby assumed by the parties also includes that of employees and contractors, as well as any third party who may become aware of the information.
10. ASSIGNMENT
These terms and conditions are not subject to any kind of assignment, which is expressly prohibited, except with the prior authorisation of PARQ. However, PARQ may assign its rights and/or obligations arising from these terms and conditions.
11. APPLICABLE LAW
These terms and conditions are governed by the laws of the Republic of Colombia. The right to use the Spaces shall be interpreted in accordance with the provisions of article 870 of the Civil Code.
12. NOTIFICATION
All notices or other communications in connection with this Agreement shall be in writing and by e-mail addressed to legal@parqco.com.
13. INDEPENDENCE
For all legal purposes PARQ will act independently, so it must perform the services specifically assigned to its charge entirely with its own means, with technical, accounting, financial and legal autonomy. The personnel employed by PARQ in the execution of its work will be freely appointed and removed, will be under its immediate subordination and dependence and will be exclusively in charge of salaries, parafiscal payments, insurance, risks, social benefits, indemnities and any other obligation arising from their employment.
14. INTELLECTUAL PROPERTY
PARQ is the sole and exclusive owner of all intellectual property related to the System, therefore, no provision and/or obligation contained herein may be construed as disposing of PARQ's intellectual property. It is clarified that PARQ places the System at the service of the Users, and that this does not imply the granting of a license to use the software.
15. TAXES, DUTIES AND LEVIES
Each party shall bear all taxes for its own account arising from the fulfilment of its obligations hereunder, as required by applicable tax law, and shall be responsible for the fulfilment of its formal tax obligations. PARQ shall not make any invoicing on behalf of any Operator or third party, nor shall PARQ be liable therefor.
