1. DEFINITIONS AND INTERPRETATION

1. The capitalised terms defined in the Key Terms shall have the same meanings when used in these General Terms and Conditions, unless the context otherwise requirements. 
2. In the Agreement the following definitions shall also apply:
   ‍Client Portal: the software platform known as “Luna” which JustPark provides the Client with access to as part of the Services.
   ‍Driver: a driver who makes a booking with JustPark, and pays JustPark the relevant Parking Fee, to park a vehicle in a Space.
   ‍Parking Fee: the total parking fee payable by a Driver to JustPark for parking a vehicle in a Space, including any VAT and transaction fee payable by the Driver.
   ‍Refund: has the meaning set out in clause 4.2.
   ‍Services: the services provided by JustPark to the Client, as set out in the Key Terms.
   ‍Term: the term of the Agreement, as set out in the Key Terms.

2. COMMENCEMENT AND DURATION

The Agreement shall commence on the Commencement Date and shall continue, unless terminated earlier in accordance with clause 9, for the duration of the Term. 

3. SERVICES

1. JustPark shall provide the Services in compliance with all applicable laws and regulations. 
2. As part of the Services, JustPark shall provide the Client with access to the Client Portal, during the Term, for the purpose of the Client accessing and viewing the Shared Data (“Permitted Purpose”). The Client shall not use the Client Portal: (a) for any purpose other than the Permitted Purpose; or (b) in any way that breaches any applicable laws or regulations. The Client shall not store, distribute or transmit any viruses or other harmful or malicious software during the course of its use of the Client Portal.   The Client shall keep confidential all access credentials it uses to access the Client Portal and shall use reasonable endeavours to prevent unauthorised access to the Client Portal.
3. The Client shall:
   (a)   comply with the Client Responsibilities set out in the Key Terms;
   (b)   comply with all applicable laws and regulations;
   (c)   co-operate with JustPark in all matters relating to the Services;
   (d)   permit JustPark to appoint third parties to act on the Client’s behalf to carry out parking control and enforcement services at each Site (where necessary, as agreed by the parties), and the Client shall provide such third parties with access to the relevant Sites and any assistance reasonably required by such third parties to carry out such services. For the avoidance of doubt, neither the Client nor JustPark shall pay such third parties to provide such services, but such third parties shall be entitled to retain any sums recovered from Drivers arising out of such services;
   (e)   inform and keep JustPark informed of all security and health and safety rules, regulations and requirements that apply at each Site; and
   (f)   at its own expense, obtain and maintain adequate insurance cover with respect to each Site as is required by applicable laws and regulations.

4. CHARGES AND PAYMENTS

1. JustPark is responsible for collecting all Parking Fees from Drivers. The Client is to instruct JustPark if VAT needs to be charged on the Parking Fees. JustPark shall pay to the Client the total Parking Charges received by JustPark from Drivers less the Revenue Share in accordance with the payment terms set out in the Key Terms. 
2. Without prejudice to any of JustPark's rights and remedies under the Agreement, if it is necessary or desirable (as determined by JustPark in its sole discretion) for JustPark to refund the Parking Fee paid by a Driver (or part of it) to the Driver (“Refund”), then, where JustPark has already paid the Parking Charge to the Client in respect of that Driver in accordance with clause 4.1, the Client will promptly reimburse to JustPark an amount equivalent to the Refund in accordance with any reasonable directions issued by JustPark.
3. JustPark shall be entitled at any time, without notice to the Client, to set off any liability of the Client to JustPark against any liability of JustPark to the Client, whether either liability arises under the Agreement. 

5. DATA PROTECTION

1. In this Clause 5:
   (a)   "Data Protection Legislation" means all applicable privacy and data protection laws in force from time to time in the UK, including the UK GDPR, the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended, and in each case as may be further amended, extended, consolidated, re-enacted, replaced or superseded from time to time.
   (b)   “Shared Data” means details of bookings made by Drivers for Spaces, including the Site booked and on what date and for what time, the type of mobile application used by the Driver to make the booking, the Parking Fee paid by the Driver, the Driver’s vehicle registration number and the make and model of the Driver’s vehicle, but not including the Driver’s name and contact details.  
   (c)   “UK GDPR” has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
   (d)   the terms “personal data”, “controller”, “processor” and “process” shall have the meanings set out in the Data Protection Legislation.
2. The parties acknowledge and agree that for the purposes of the Agreement:
   (a)   each party is a controller of the personal data it processes in connection with the Agreement;
   (b)   each party is responsible for its own compliance with its data protection obligations under the Data Protection Legislation with regards to its processing of personal data in connection with the Agreement.
3. The Client acknowledges and agrees that:
   (a)   the only personal data to be shared by JustPark with the Client is Shared Data;
   (b)   the Client may only use the Shared Data for the purposes of monitoring utilisation of Spaces and enforcing valid parking sessions or otherwise as necessary to comply with a legal obligation;
   (c)   the Client shall only process Shared Data in compliance with the Data Protection Legislation.
4. In the event that clause 5.3(a) becomes or will become inaccurate or incomplete before the termination of the Agreement, the parties agree to negotiate in good faith to vary this clause 5 as soon as reasonably practicable in order to: (i) reflect the personal data being shared between the parties; and (ii) ensure that the transmission and processing of such personal data complies with the Data Protection Legislation. 

6. CONFIDENTIALITY 

Each party undertakes that it shall not, at any time during or after the Term, use or disclose to any person, any confidential information (whether written or oral and however recorded and whether marked as confidential or not) concerning the business, operations, affairs, financial information, customers, clients, suppliers, know-how, designs, trade secrets, services, products, software and price lists of the other party, except to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the receiving party's rights or carrying out its obligations under the Agreement, or as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. For the avoidance of doubt, any Shared Data shall constitute the confidential information of JustPark. 

7. WARRANTY AND INDEMNITY

1. The Client hereby warrants that it has the right and authority to enter into the Agreement and grant the rights granted to JustPark under the Agreement. 
2. The Client shall indemnify JustPark on demand in respect of all liabilities, costs, expenses, charges, damages, fines, penalties and/or losses suffered or incurred by, or awarded against, JustPark (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest and legal and other professional costs and expenses) that arise out of or in connection with any claim made by a Driver in connection with the relevant Site, including in relation to access to, or the condition of, the relevant Site, or any dangerous or hazardous materials or objects at the relevant Site.   

8. LIMITATION OF LIABILITY

1. Subject to clause 8.4:
   (a)   JustPark's total liability for any claim arising under or in connection with the Agreement shall be limited to the sum of the Revenue Share retained by JustPark in the 12 months preceding the event giving rise to the claim; and
   (b)   JustPark shall not be liable to the Client for any loss of profits; loss of anticipated savings; loss of opportunity; loss of goodwill; loss or corruption of data; or special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
2. Subject to clause 8.4:
   (a)   JustPark is not responsible for, and shall not be liable to the Client for: (i) any damage, destruction or wear and tear to any Site caused by Drivers or otherwise; or (ii) any acts or omissions of Drivers;
   (b)   JustPark gives no warranty or representation that the use of the Client Portal will be uninterrupted, available or error free. The Client Portal is provided “as is” and all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement.
3. If a party (“Affected Party”) is prevented from or delayed in performing its obligations under the Agreement due to any act, event, omission or accident beyond the reasonable control of the Affected Party (“Force Majeure Event”), the Affected Party shall not be in breach of the Agreement or otherwise liable for such failure or delay in the performance of such obligations, and the time for performance of such obligations shall be extended for the duration of the Force Majeure Event, providing the Affected Party has notified the other party as soon as practicable after the start of the Force Majeure Event and uses all reasonable endeavours to mitigate the effect of the Force Majeure Event. 
4. Nothing in the Agreement shall limit or exclude either party’s liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or any other liability that cannot be limited or excluded by law.  
   

9. TERMINATION

1. Without affecting any other right or remedy available to it, JustPark may terminate the Agreement with respect to one or more Sites with immediate effect by giving written notice to the Client if:
   (a)   JustPark receives a serious complaint or bad review, or a number of complaints or bad reviews, from one or more Drivers with respect to any Site, and the Client fails to promptly remedy the issue at the relevant Site to the reasonable satisfaction of JustPark;
   (b)   the Client commits a material breach of any of the provisions of the Agreement (and if such breach is remediable fails to remedy that breach within 14 days after being notified in writing to do so by JustPark); or
   (c)   the Client’s freehold or leasehold ownership of any of the Sites, or its right or licence to permit Drivers to park on any of the Sites, terminates for any reason, including where an administrator, receiver, liquidator or manager is appointed over the whole, or a substantial part of its undertaking or assets.
2. Without affecting any other right or remedy available to it, JustPark may suspend the Agreement with respect to one or more Sites with immediate effect by giving written notice to the Client if any of the events set out in clause 9.1 occurs. 
3. On termination of the Agreement: 
   (a)   any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination, shall not be affected or prejudiced; and
   (b)   any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
4. For the avoidance of doubt, where the Agreement is terminated or suspended by JustPark under clause 9.1 or clause 9.2 respectively with respect to only one Site, the Agreement shall continue in full force and effect with respect to all other Sites.

10. NOTICES

1. Any notice given to a party under or in connection with the Agreement shall be in writing and sent by email to the address set out in the Key Terms. Any notice shall be deemed to have been received at 9.00am on the second business day after sending (provided no delivery failure notification is received by the sender). 
2. This clause does not apply to the service of any proceedings or other documents in any legal action or arbitration.

11. GENERAL PROVISIONS

1. In the Agreement: (a) a reference to a statute or statutory provision is a reference to legislation in force in England as amended, extended or re-enacted from time to time and includes all subordinate legislation made from time to time under that statute or statutory provision; (b) a reference to a party includes that party’s personal representatives, successors and permitted assigns; (c) a reference to writing includes email; (d) references to clauses are to the clauses of these General Terms and Conditions; (e) unless the context requires otherwise, words in the singular shall include the plural and vice versa; (f) any words following the terms include, including or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms; and (g) the headings used in these General Terms and Conditions are for ease of reference only and shall not affect their interpretation. 
2. The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement. 
3. Any person who is not a party to the Agreement shall have no rights under it. 
4. No variation of the Agreement shall be effective unless it is in writing and signed by JustPark.  
5. Nothing in the Agreement is intended to, or shall be deemed to, establish or imply any partnership or joint venture between the parties, constitute one party the agent or employee of the other, or authorise one party to make or enter into any commitments for or on behalf of the other party. 
6. If any provision or part-provision of the Agreement is found to be invalid, unenforceable or illegal, it shall be deemed modified to the minimum extent necessary to make it valid, enforceable and legal. If such modification is not possible the relevant provision or part-provision shall be deemed deleted. Any such modification or deletion shall not affect the validity and enforceability of the rest of the Agreement.  
7. No failure or delay to exercise (or to exercise in full) any right or remedy shall constitute a waiver or abandonment of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. 
8. JustPark may at any time assign, transfer, sub-contract or otherwise deal in any manner with any or all of its rights or obligations under the Agreement. The Client shall not assign, transfer, sub-contract or otherwise deal in any manner with any or all of its rights or obligations under the Agreement, without JustPark’s prior written consent. 
9. The Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with English law, and each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any such dispute or claim.

12. JUSTPARK EQUIPMENT

1. In consideration of JustPark supplying the JustPark Equipment, the Client shall pay to JustPark the JustPark Equipment Fee in accordance with the payment terms set out in the Key Terms. 
2. Where applicable (as set out in the Key Terms), the Client shall also pay to JustPark the Just Park Maintenance Fee in accordance with the payment terms set out in the Key Terms. JustPark may increase the JustPark Maintenance Fee annually with effect from each anniversary of the Commencement Date in line with the percentage increase in CPI in the preceding 12 month period. 
3. Unless otherwise agreed by the parties, JustPark shall install the JustPark Equipment following receipt of the JustPark Equipment Fee.
4. JustPark warrants that, at the time of installation of the JustPark Equipment, the JustPark Equipment will be free from material defects in design, material and workmanship. All warranties, conditions and other terms implied by statute or common law with respect to the JustPark Equipment are, to the fullest extent permitted by law, excluded from the Agreement. 
5. The JustPark Equipment shall at all times remain the property of JustPark. 
6. The risk of loss, theft, damage or destruction of the JustPark Equipment shall pass to the Client after JustPark has installed the JustPark Equipment at the relevant Site and shall remain with the Client while the JustPark Equipment is at the relevant Site or is otherwise in the Client’s custody, possession or control (“Risk Period”). The Client shall, at all times during the Risk Period: 
   (a)   not make any alterations to or move the JustPark Equipment from the relevant Site;
   (b)   ensure that the JustPark Equipment is used only for the purposes for which it is designed and not for any unlawful purpose;
   (c)   not sell or offer for sale, or allow any third party to take possession of, the JustPark Equipment;
   (d)   subject to clause 12.7, at its own cost and expense, maintain the JustPark Equipment in good and substantial repair (fair wear and tear only excepted) including replacement of worn, damaged, lost and stolen parts, and shall make good any damage to the JustPark Equipment, in accordance with any reasonable instructions provided by JustPark.
7. Where the Client is paying a JustPark Maintenance Fee as set out in the Key Terms, JustPark shall, if at any time during the Risk Period the JustPark Equipment is lost, stolen, damaged or destroyed (except to the extent that the same is caused by the Client’s negligence, misuse or mishandling of the JustPark Equipment, or any breach by the Client of clause 12.6), repair or replace the JustPark Equipment (at its own cost and expense), provided that the Client promptly informs JustPark of the issue and provides all assistance reasonably required by JustPark to enable JustPark to carry out the repair or replacement.
8. At the end of the Risk Period, the Client shall promptly return the JustPark Equipment to JustPark in accordance with any reasonable instructions provided by JustPark.