Terms & Conditions


PARKPNP LIMITED T/A PARKOFFICE

 

THESE TERMS AND CONDITIONS GOVERNS CUSTOMER’S ACQUISITION AND USE OF PARKPNP LIMITED T/A PARKOFFICE’S SERVICES (“PARKOFFICE”). CAPITALISED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN.

BY ACCEPTING THESE TERMS, BY (1) CLICKING A BOX INDICATING ACCEPTANCE, (2) EXECUTING AN ORDER FORM THAT REFERENCES THESE TERMS, OR (3) USING SERVICES CUSTOMER AGREES TO THE TERMS OF THESE TERMS. IF THE INDIVIDUAL ACCEPTING THESE TERMS IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THESE TERMS DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THESE TERMS AND MAY NOT USE THE SERVICES.

PARKOFFICE’s direct competitors are prohibited from accessing the Services, except with PARKOFFICE’s prior written consent. In addition, the Services may not be accessed for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

These Terms was last updated on 16th April 2020. It is effective between Customer and PARKOFFICE as of the date of Customer’s accepting these Terms.

1.         DEFINITIONS

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Terms” means these Terms and Conditions.

“Authorised Users” those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services.

“Beta Services” means PARKOFFICE services or functionality that may be made available to Customer to try at its option at no additional charge which is clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description.

“Content” means information obtained by PARKOFFICE from publicly available sources or its third party content providers and made available to Customer through the Services, Beta Services or pursuant to an Order Form, as more fully described in the Documentation.

“Controller”, “processor”, “data subject”, “personal data”, “personal data breach”, “processing” and “appropriate technical and organisational measures”: are all as defined in the Data Protection Legislation.

“Customer” means in the case of an individual accepting these Terms on his or her own behalf, such individual, or in the case of an individual accepting these Terms on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting these Terms, and Affiliates of that company or entity (for so long as they remain Affiliates) which have entered into Order Forms.

“Customer Data” the data inputted by the Customer or Authorised Users on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services, excluding Content and Non-PARKOFFICE Applications.

“Data Protection Legislation” means the Irish Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).

“Irish Data Protection Legislation” means the Irish Data Protection Acts 1988 to 2018, the European Communities (Electronic Communications Networks & Services) (Privacy & Electronic Communications) Regulations 2011, the General Data Protection Regulation (Regulation (EU) 2016/679), the EU ePrivacy Directive 2002/58/EC (as amended), any successor or replacement to those laws (including, when it comes into force, the successor to the ePrivacy Directive).

“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

“Non-PARKOFFICE Application” means a Web-based, mobile, offline or other software application functionality that interoperates with a Service, that is provided by Customer or a third party and/or listed on a Marketplace. Non-PARKOFFICE Applications, other than those obtained or provided by Customer, will be identifiable as such.

 

“Order Form” means an ordering document or online order specifying the Services to be provided hereunder that is entered into between Customer and PARKOFFICE or any of their Affiliates, including any addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of these Terms as if it were an original party hereto.

“Purchased Services” means Services that Customer or Customer’s Affiliate purchases under an Order Form or online purchasing portal.

“Services” means the products and services that are ordered by Customer under an Order Form or online purchasing portal, and made available online by PARKOFFICE, including associated PARKOFFICE offline or mobile components, as described in the Documentation. “Services” exclude Content and Non-PARKOFFICE Applications.

“PARKOFFICE” means the PARKOFFICE.com company described in the “PARKOFFICE Contracting Entity, Notices, Governing Law, and Venue” section below.

“User” means, in the case of an individual accepting these terms on his or her own behalf, such individual, or, in the case of an individual accepting these Terms on behalf of a company or other legal entity, an individual who is authorised by Customer to use a Service, for whom Customer has purchased a subscription (or in the case of any Services provided by PARKOFFICE without charge, for whom a Service has been provisioned), and to whom Customer (or, when applicable, PARKOFFICE at Customer’s request) has supplied a user identification and password (for Services utilising authentication). Users may include, for example, employees, consultants, contractors and agents of Customer, and third parties with which Customer transacts business.

2.         PARKOFFICE RESPONSIBILITIES

2.1.      Provision of Purchased Services. PARKOFFICE will (a) make the Services and Content available to Customer pursuant to these Terms, and the applicable Order Forms and Documentation, (b) provide applicable PARKOFFICE standard support for the Purchased Services to Customer at no additional charge, and/or upgraded support if purchased, (c) use commercially reasonable efforts to make the online Purchased Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which PARKOFFICE shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond PARKOFFICE’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving PARKOFFICE employees), Internet service provider failure or delay, Non-PARKOFFICE Application, or denial of service attack, and (d) provide the Services in accordance with laws and government regulations applicable to PARKOFFICE’s provision of its Services to its customers generally (i.e., without regard for Customer’s particular use of the Services), and subject to Customer’s use of the Services in accordance with these Terms, the Documentation and the applicable Order Form.

2.2.      PARKOFFICE Personnel. PARKOFFICE will be responsible for the performance of its personnel (including its employees and contractors) and their compliance with PARKOFFICE’s obligations under these Terms, except as otherwise specified in these Terms.

3.         USE OF SERVICES AND CONTENT

3.1.      Subscriptions. Unless otherwise provided in the applicable Order Form or Documentation, (a) Purchased Services and access to Content are purchased as subscriptions for the term stated in the applicable Order Form or in the applicable online purchasing portal, (b) subscriptions for Purchased Services may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions. Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by PARKOFFICE regarding future functionality or features.

3.2.      Usage Limits. Services and Content are subject to usage limits specified in Order Forms and Documentation. If Customer exceeds a contractual usage limit, PARKOFFICE may work with Customer to seek to reduce Customer’s usage so that it conforms to that

 

limit. If, notwithstanding PARKOFFICE’s efforts, Customer is unable or unwilling to abide by a contractual usage limit, Customer will execute an Order Form for additional quantities of the applicable Services or Content promptly upon PARKOFFICE’s request, and/or pay any invoice for excess usage in accordance with the “Invoicing and Payment” section below.

3.3.     Customer Responsibilities. Customer will (a) be responsible for Users’ compliance with these Terms, Documentation and Order Forms, (b) be responsible for the means by which Customer acquired Customer Data, Customer’s use of Customer Data with the Services, and the interoperation of any Non-PARKOFFICE Applications with which Customer uses Services or Content, (c) use commercially reasonable efforts to prevent unauthorised access to or use of Services and Content, and notify PARKOFFICE promptly of any such unauthorised access or use, (d) use Services and Content only in accordance with these Terms, Documentation, the Acceptable Use and External Facing Services Policy, Order Forms and applicable laws and government regulations, and

(e) comply with terms of service of any Non-PARKOFFICE Applications with which Customer uses Services or Content. Any use of the Services in breach of the foregoing by Customer or Users that in PARKOFFICE’s judgment threatens the security, integrity or availability of PARKOFFICE’s services, may result in PARKOFFICE’s immediate suspension of the Services, however PARKOFFICE will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat prior to any such suspension.

3.4.      Usage Restrictions. Customer will not (a) make any Service or Content available to anyone other than Customer or Users, or use any Service or Content for the benefit of anyone other than Customer or its Affiliates, unless expressly stated otherwise in an Order Form or the Documentation, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any Service or Content, or include any Service or Content in a service bureau or outsourcing offering, (c) use a Service or Non-PARKOFFICE Application to store or transmit infringing, libellous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service or Non-PARKOFFICE Application to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorised access to any Service or Content or its related systems or networks, (g) permit direct or indirect access to or use of any Services or Content in a way that circumvents a contractual usage limit, or use any Services to access or use any of PARKOFFICE intellectual property except as permitted under these Terms, an Order Form, or the Documentation, (h) modify, copy, or create derivative works based on a Service or any part, feature, function or user interface thereof, (i) copy Content except as permitted herein or in an Order Form or the Documentation, (j) frame or mirror any part of any Service or Content, other than framing on Customer's own intranets or otherwise for its own internal business purposes or as permitted in the Documentation, (k) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile a Service or Content or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Service,

(3) copy any ideas, features, functions or graphics of the Service, or (4) determine whether the Services are within the scope of any patent.

3.5.      Removal of Content and Non-PARKOFFICE Applications. If Customer receives notice that Content or a Non-PARKOFFICE Application must be removed, modified and/or disabled to avoid violating applicable law, third-party rights, or the Acceptable Use and External Facing Services Policy, Customer will promptly do so. If Customer does not take required action in accordance with the above, or if in PARKOFFICE’s judgment continued violation is likely to reoccur, PARKOFFICE may disable the applicable Content, Service and/or Non- PARKOFFICE Application. If requested by PARKOFFICE, Customer shall confirm such deletion and discontinuance of use in writing and PARKOFFICE shall be authorised to provide a copy of such confirmation to any such third party claimant or governmental authority, as applicable. In addition, if PARKOFFICE is required by any third party rights holder to remove Content, or receives information that Content provided to Customer may violate applicable law or third-party rights, PARKOFFICE may discontinue Customer’s access to Content through the Services.

4.         NON-PARKOFFICE PRODUCTS AND SERVICES

4.1.      Non-PARKOFFICE Products and Services. PARKOFFICE or third parties may make available (for example, through a Marketplace or otherwise) third-party products or services, including, for example, Non-PARKOFFICE Applications and implementation and other consulting services. Any acquisition by Customer of such products or services, and any exchange of data between Customer and any Non-PARKOFFICE provider, product or service is solely between Customer and the applicable Non-PARKOFFICE provider. PARKOFFICE does not warrant or support Non-PARKOFFICE Applications or other Non-PARKOFFICE products or services, whether or not they are designated by PARKOFFICE as “certified” or otherwise, unless expressly provided otherwise in an Order Form. PARKOFFICE is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by such Non-PARKOFFICE Application or its provider.

4.2.      Integration with Non-PARKOFFICE Applications. The Services may contain features designed to interoperate with Non-PARKOFFICE Applications. PARKOFFICE cannot guarantee the continued availability of such Service features, and may cease providing them without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the provider of a Non- PARKOFFICE Application ceases to make the Non-PARKOFFICE Application available for interoperation with the corresponding Service features in a manner acceptable to PARKOFFICE.

5.         FEES AND PAYMENT

5.1.           Fees. Customer will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form, (i) fees are based on Services and Content subscriptions purchased and not actual usage, (ii) payment obligations are non- cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.

5.2.     Invoicing and Payment. Customer will provide PARKOFFICE with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to PARKOFFICE. If Customer provides credit card information to PARKOFFICE, Customer authorises PARKOFFICE to charge such credit card for all Purchased Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in the “Term of Purchased Subscriptions” section below. Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, PARKOFFICE will invoice Customer in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced fees are due net 30 days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to PARKOFFICE and notifying PARKOFFICE of any changes to such information.

5.3.     Overdue Charges. If any invoiced amount is not received by PARKOFFICE by the due date, then without limiting PARKOFFICE’s rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) PARKOFFICE may condition future subscription renewals and Order Forms on payment terms shorter than those specified in the “Invoicing and Payment” section below.

5.4.     Suspension of Service and Acceleration. If any charge owing by Customer under these terms or any other agreement for services is 30 days or more overdue, (or 10 or more days overdue in the case of amounts Customer has authorised PARKOFFICE to charge to Customer’s credit card), PARKOFFICE may, without limiting its other rights and remedies, accelerate Customer’s unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Services until such amounts are paid in full, provided that, other than for customers paying by credit card or direct debit whose payment has been declined, PARKOFFICE will give Customer at least 10 days’ prior notice that its account is overdue, in accordance with the “Manner of Giving Notice” section below for billing notices, before suspending services to Customer.

5.5.     Payment Disputes. PARKOFFICE will not exercise its rights under the “Overdue Charges” or “Suspension of Service” section above if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.

5.6.     Taxes. PARKOFFICE's fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If PARKOFFICE has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, PARKOFFICE will invoice Customer and Customer will pay that amount unless Customer provides PARKOFFICE with a valid tax exemption certificate authorised by the appropriate taxing authority. For clarity, PARKOFFICE is solely responsible for taxes assessable against it based on its income, property and employees.

6.         PROPRIETARY RIGHTS AND LICENSES

6.1.      Reservation of Rights. Subject to the limited rights expressly granted hereunder, PARKOFFICE, its Affiliates, its licensors and Content Providers reserve all of their right, title and interest in and to the Services and Content, including all of their related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein.

6.2.      Access to and Use of Content. Customer has the right to access and use applicable Content subject to the terms of applicable Order Forms, these Terms and the Documentation.

6.3.      License by Customer to PARKOFFICE. Customer grants PARKOFFICE, its Affiliates and applicable contractors a worldwide, limited-term license to host, copy, use, transmit, and display any Non-PARKOFFICE Applications and program code created by or for Customer using a Service or for use by Customer with the Services, and Customer Data, each as appropriate for PARKOFFICE to provide and ensure proper operation of, the Services and associated systems in accordance with these Terms. If Customer chooses to use a Non- PARKOFFICE Application with a Service, Customer grants PARKOFFICE permission to allow the Non-PARKOFFICE Application and its provider to access Customer Data and information about Customer’s usage of the Non-PARKOFFICE Application as appropriate for the interoperation of that Non-PARKOFFICE Application with the Service. Subject to the limited licenses granted herein, PARKOFFICE acquires no right, title or interest from Customer or its licensors under these Terms in or to any Customer Data, Non-PARKOFFICE Application or such program code.

6.4.      License by Customer to Use Feedback. Customer grants to PARKOFFICE and its Affiliates a worldwide, perpetual, irrevocable, royalty- free license to use and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Users relating to the operation of PARKOFFICE’s or its Affiliates’ services.

 

7.         CUSTOMER DATA

 

7.1.      The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data (including personal data).

7.2.      PARKOFFICE shall follow its archiving procedures for Customer Data as set out in its Privacy Policy available at https://PARKOFFICE.com/ie/privacy-policy, as such document may be amended by PARKOFFICE in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy against PARKOFFICE shall be for PARKOFFICE to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by PARKOFFICE.  PARKOFFICE shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by PARKOFFICE to perform services related to Customer Data maintenance and back-up for which it shall remain fully liable under Clause 7.9).

7.3.      PARKOFFICE shall, in providing the Services, comply with its privacy policy relating to the privacy and security of the Customer Data available at [https://PARKOFFICE.com/ie/privacy-policy] or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time PARKOFFICE in its sole discretion.  PARKOFFICE will process under these Terms the types of Personal Data relating to the categories of data subjects as set out in Annex 1 on behalf of the Customer.

7.4.      Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 7 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.

7.5.      The parties acknowledge that:

(a)    PARKOFFICE is the processor in respect of the Personal Data processed on behalf of the Customer (as data controller) as set out in Annex 1, for the purposes of the Data Protection Legislation.

(b)   the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and PARKOFFICE’s other obligations under these Terms.

7.6.      Without prejudice to the generality of Clause 7.4, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to PARKOFFICE for the duration and purposes of these Terms so that PARKOFFICE may lawfully use, process and transfer the personal data in accordance with these Terms on the Customer’s behalf.  If and to the extent a legal entity other than the Customer is the controller of all or part of the Personal Data processed by PARKOFFICE on behalf of the Customer under these Terms, the Customer confirms that it has the necessary authority and mandate to enter into these Terms on behalf of such legal entity.

7.7.      Without prejudice to the generality of Clause 7.4, PARKOFFICE shall, in relation to any personal data processed in connection with the performance by PARKOFFICE of its obligations under these Terms:

(a)    process that personal data only on the documented written instructions of the Customer unless PARKOFFICE is required by the laws of any member of the European Union or by the laws of the European Union applicable to PARKOFFICE and/or Domestic Irish Law (where Domestic Irish Law means the Irish Data Protection Legislation and any other law that applies in Ireland) to process personal data (Applicable Laws). Where PARKOFFICE is relying on Applicable Laws as the basis for processing personal data, PARKOFFICE shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit PARKOFFICE from so notifying the Customer;

(b)   not transfer any personal data outside of the European Economic Area and Ireland unless the following conditions are fulfilled:

 

(i)             the Customer or PARKOFFICE has provided appropriate safeguards in relation to the transfer;

(ii)             the data subject has enforceable rights and effective legal remedies;

(iii)           PARKOFFICE complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and

(iv)            PARKOFFICE complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data;

 

(c)    assist the Customer, at the Customer’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(d)   notify the Customer without undue delay on becoming aware of a personal data breach;

(e)     at the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the personal data; and

(f)     maintain complete and accurate records and information to demonstrate its compliance with this Clause 7 and promptly inform if an instruction infringes the Data Protection Legislation.

7.8.      Each party shall ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).

7.9.      The Customer consents to PARKOFFICE appointing Heroku https://devcenter.heroku.com/articles/security-privacy-compliance, Google Analytics https://www.termsfeed.com/blog/privacy-policy-google-analytics/, Stripe https://stripe.com/docs/security/stripe, SendGrid for email delivery services, Phonovation for SMS services and Crisp for customer services as third-party processors of personal data under these Terms. PARKOFFICE confirms that it has entered or (as the case may be) will enter with the third-party processors a written agreement incorporating terms which are substantially similar to those set out in this Clause 7. As between the Customer and PARKOFFICE, PARKOFFICE shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this Clause 7.

7.10.    Either party may, at any time on not less than 30 days’ notice, revise this Clause 7 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to these Terms).

 

8.         CONFIDENTIALITY

8.1.     Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Customer includes Customer Data; Confidential Information of PARKOFFICE includes the Services and Content, and the terms and conditions of these Terms and all Order Forms (including pricing). Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. For the avoidance of doubt, the non-disclosure obligations set forth in this “Confidentiality” section apply to Confidential Information exchanged between the parties in connection with the evaluation of additional PARKOFFICE services.

8.2.     Protection of Confidential Information. As between the parties, each party retains all ownership rights in and to its Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms and (ii) except as otherwise authorised by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with these Terms and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of these Terms or any Order Form to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section. Notwithstanding the foregoing, PARKOFFICE may disclose the terms of these Terms and any applicable Order Form to a subcontractor or Non-PARKOFFICE Application Provider to the extent necessary to perform PARKOFFICE’s obligations under these Terms, under terms of confidentiality materially as protective as set forth herein.

8.3.     Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

9.         REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS

9.1.     Representations. Each party represents that it has validly entered into these Terms and has the legal power to do so.

9.2.      PARKOFFICE Warranties. PARKOFFICE warrants that during an applicable subscription term (a) these Terms, the Order Forms and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, (b) PARKOFFICE will not materially decrease the overall security of the Services,

(c) the Services will perform materially in accordance with the applicable Documentation, and (d) subject to the “Integration with Non-PARKOFFICE Applications” section above, PARKOFFICE will not materially decrease the overall functionality of the Services. For any breach of a warranty above, Customer’s exclusive remedies are those described in the “Termination” and “Refund or Payment upon Termination” sections below.

9.3.      Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CONTENT AND BETA SERVICES ARE PROVIDED “AS IS,” AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER.

 

10.      MUTUAL INDEMNIFICATION

10.1. Indemnification by PARKOFFICE. PARKOFFICE will defend Customer against any claim, demand, suit or proceeding made or brought against Customer by a third party alleging that any Purchased Service infringes or misappropriates such third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify Customer from any damages, attorney fees and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a settlement approved by PARKOFFICE in writing of, a Claim Against Customer, provided Customer (a) promptly gives PARKOFFICE written notice of the Claim Against Customer, (b) gives PARKOFFICE sole control of the defence and settlement of the Claim Against Customer (except that PARKOFFICE may not settle any Claim Against Customer unless it unconditionally releases Customer of all liability), and (c) gives PARKOFFICE all reasonable assistance, at PARKOFFICE’s expense. If PARKOFFICE receives information about an infringement or misappropriation claim related to a Service, PARKOFFICE may in its discretion and at no cost to Customer (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching PARKOFFICE’s warranties under “PARKOFFICE Warranties” above, (ii) obtain a license for Customer’s continued use of that Service in accordance with these Terms, or (iii) terminate Customer’s subscriptions for that Service upon 30 days’ written notice and refund Customer any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defence and indemnification obligations do not apply if (1) the allegation does not state with specificity that the Services are the basis of the Claim Against Customer; (2) a Claim Against Customer arises from the use or combination of the Services or any part thereof with software, hardware, data, or processes not provided by PARKOFFICE, if the Services or use thereof would not infringe without such combination; (3) a Claim Against Customer arises from Services under an Order Form for which there is no charge; or (4) a Claim against Customer arises from Content, a Non-PARKOFFICE Application or Customer’s breach of these Terms, the Documentation or applicable Order Forms.

10.2. Indemnification by Customer. Customer will defend PARKOFFICE and its Affiliates against any claim, demand, suit or proceeding made or brought against PARKOFFICE by a third party alleging (a) that any Customer Data or Customer’s use of Customer Data with the Services, (b) a Non-PARKOFFICE Application provided by Customer, or (c) the combination of a Non-PARKOFFICE Application provided by Customer and used with the Services, infringes or misappropriates such third party’s intellectual property rights, or arising from Customer’s use of the Services or Content in an unlawful manner or in violation of the Agreement, the Documentation, or Order Form (each a “Claim Against PARKOFFICE”), and will indemnify PARKOFFICE from any damages, attorney fees and costs finally awarded against PARKOFFICE as a result of, or for any amounts paid by PARKOFFICE under a settlement approved by Customer in writing of, a Claim Against PARKOFFICE, provided PARKOFFICE (a) promptly gives Customer written notice of the Claim Against PARKOFFICE, (b) gives Customer sole control of the defence and settlement of the Claim Against PARKOFFICE (except that Customer may not settle any Claim Against PARKOFFICE unless it unconditionally releases PARKOFFICE of all liability), and (c) gives Customer all reasonable assistance, at Customer’s expense. The above defence and indemnification obligations do not apply if a Claim Against PARKOFFICE arises from PARKOFFICE’s breach of these Terms, the Documentation or applicable Order Forms.

10.3. Exclusive Remedy. This “Mutual Indemnification” section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any third party claim described in this section.

11.      LIMITATION OF LIABILITY

11.1.    Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER AND ITS AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CUSTOMER'S AND ITS AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION ABOVE.

11.2.    Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

12.      TERM AND TERMINATION

12.1.    Term of Agreement. These Terms commence on the date Customer first accepts it and continues until all subscriptions hereunder have expired or have been terminated.

12.2.    Term of Purchased Subscriptions. The term of each subscription shall be as specified in the applicable Order Form. Except  as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term.

Except as expressly provided in the applicable Order Form, renewal of promotional or one-time priced subscriptions will be at PARKOFFICE’s applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which subscription volume for any Services has decreased from the prior term will result in re- pricing at renewal without regard to the prior term’s per-unit pricing.

12.3. Termination. A party may terminate these Terms for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

12.4.    Refund or Payment upon Termination. If these Terms is terminated by Customer in accordance with the “Termination” section above, PARKOFFICE will refund Customer any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If these Terms is terminated by PARKOFFICE in accordance with the “Termination” section above, Customer will pay any unpaid fees covering the remainder of the term of all Order Forms to the extent permitted by applicable law. In no event will termination relieve Customer of its obligation to pay any fees payable to PARKOFFICE for the period prior to the effective date of termination.

12.5.    Surviving Provisions. The sections titled “Fees and Payment,” “Proprietary Rights and Licenses,” “Confidentiality,” “Disclaimers,” “Mutual Indemnification,” “Limitation of Liability,” “Refund or Payment upon Termination,” “Removal of Content and Non-PARKOFFICE Applications,” “Surviving Provisions” and “General Provisions” will survive any termination or expiration of these Terms, and the section titled “Customer Data” will survive any termination or expiration of these Terms for so long as PARKOFFICE retains possession of Customer Data.

13.      GENERAL PROVISIONS

13.1.    Anti-Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with these Terms. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.

13.2.    Entire Agreement and Order of Precedence. These Terms are the entire agreement between PARKOFFICE and Customer regarding Customer’s use of Services and Content and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. The parties agree that any term or condition stated in a Customer purchase order or in any other Customer order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) these Terms, and (3) the Documentation. Titles and headings of sections of these Terms are for convenience only and shall not affect the construction of any provision of these Terms.

13.3.    Relationship of the Parties. The parties are independent contractors. These Terms does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.

13.4.    Third-Party Beneficiaries. There are no third-party beneficiaries under these Terms.

13.5.    Waiver. No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right.

13.6.    Severability. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of these Terms will remain in effect.

13.7.    Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign these Terms in its entirety (including all Order Forms), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favour of, a direct competitor of the other party, then such other party may terminate these Terms upon written notice. In the event of such a termination, PARKOFFICE will refund Customer any prepaid fees covering the remainder of the term of all subscriptions for the period after the effective date of such termination. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

13.8.    PARKOFFICE Contracting Entity and Notices. The PARKOFFICE entity entering into these Terms and the address to which Customer should direct notices under these Terms, depend on where Customer is domiciled.

 

If Customer is domiciled in:

The PARKOFFICE entity entering into these Terms is:

Notices should be addressed to:

Governing law is:

Courts with exclusive jurisdiction are:

Ireland

ParkOffice Ltd., is an Irish Limited Liability Company.

ParkOffice.com

Earlsfort Terrace,Dublin 2 , Ireland , DO2 PX51

 

Ireland

Ireland

 

 

13.10.Manner of Giving Notice. Except as otherwise specified in these Terms, all notices related to these Terms will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c), except for notices of termination or an indefinable claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email. Billing-related notices to Customer will be addressed to the relevant billing contact designated by Customer. All other notices to Customer will be addressed to the relevant Services system administrator designated by Customer.

13.11. Agreement to Governing Law and Jurisdiction. Each party irrevocably agrees that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes of claims). 

These Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Ireland.

13.12. No Agency. For the avoidance of doubt, PARKOFFICE is entering into these Terms as principal and not as agent for any other ParkOffice.com.com company. Subject to any permitted Assignment under the “Assignment” section below, the obligations owed by PARKOFFICE under these Terms shall be owed to Customer solely by PARKOFFICE and the obligations owed by Customer under these Terms shall be owed solely to PARKOFFICE.

 

ANNEX 1

 
Description of the Personal Data Processing

 

Subject Matter, Nature & Purpose of the Processing

PARKOFFICE is processing Authorised Users’ personal data for the purpose of delivering the ParkOffice solution described in these Terms. Typically this involves asking Authorised Users to register their car registration information, first name, last name, phone number and booking times they would like to park at their office.

 

The specific processing activities to be carried out by PARKOFFICE in respect of such Customer Personal Data are:

 

·       Collection of data

·       Recording of data

·       Review of data

·       Organisation of data

·       Storage of data

·       Consultation with regard to data

·       Dissemination of data

·       Combining data

·       Erasure of data

·       Destruction of data

Duration

PARKOFFICE will delete from its systems all soft copies of any Personal Data shared with it by Authorised Users following a period of twelve (12) months from the date of the last activity on that account or on request from the Customer as data controller and will do so in a timely manner.

Categories of Data Subjects

PARKOFFICE processes personal data about the following categories of data subjects on behalf of the data controller:

 

·       Authorised Users;

·       Contact information of individuals within the Customer organisation.

Types of Personal Data

PARKOFFICE processes personal data about the following categories of data subjects on behalf of the data controller:

 

·       Car Registration number

·       First Name

·       Last Name

·       Phone Number

·       Parking Space Booking Times

·       Email address

Security measures for Personal Data: 

PARKOFFICE implements and maintains a protected secure technology platform that contains administrative, technical, and physical safeguards that are appropriate to:

(a) the size, scope and type of PARKOFFICE’s business;

(b) the amount of resources available to PARKOFFICE;

(c) the type of information that PARKOFFICE will store; and

(d) the need for security and confidentiality of such information.  

 

PARKOFFICE’s system will be maintained in accordance with these Terms.

Sub-processors / Sub-contractors involved in processing of Personal Data.

The following sub-Processors shall be considered approved by the Data Controller at the time of entering into these Terms:

·       Heroku;

·       Google Analytics;

·       Stripe;

·       SendGrid;

·       Phonovation; and

·       Crisp.

Contact

a.      ParkOffice Ltd: Privacy Officer ([email protected]) for PARKOFFICE

 

b.     CUSTOMER NAME () for the data controller

 

 

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