Payment Terms
Uploaded: November 1, 2020
Please read these Payments Terms of Service (“Payments Terms”) carefully as they contain important information about your legal rights, remedies and obligations. By using the Parkwell Payment Services (as defined below), you agree to comply with and be bound by these Payments Terms.
These Payments Terms constitute a legally binding agreement (“Agreement”) between you and Parkwell Payments (as defined below) governing the Payment Services (defined below) conducted through or in connection with the Parkwell Platform.
When these Payments Terms mention “Parkwell Payments,” “we,” “us,” or “our,” it refers to the Parkwell Mobile Solution Ltd Payments company you are contracting with for Payment Services.
The Parkwell Terms of Service separately govern your use of the Parkwell Platform. All capitalized terms have the meaning set forth in the Parkwell Terms unless otherwise defined in these Payments Terms.
In certain situations, customers may be required to enter into unique payment processing agreements with Parkwell Payments. To the extent that there is a conflict between these Payment Terms and terms and conditions set forth in any relevant payment processing agreement, the latter terms and conditions will take precedence, unless specified otherwise.
Our collection and use of personal information in connection with your access to and use of the Payment Services is described in Parkwell’s Privacy Policy.
Table of Contents
Scope and Use of the Payment Services
Key Definitions
Modification of these Payments Terms
Eligibility, Member Verification
Account Registration
Payment Methods and Payout Methods
Financial Terms for Hosts
Financial Terms for Drivers
General Financial Terms
Security Deposits
Prohibited Activities
Intellectual Property Ownership, Rights Notices
Feedback
Disclaimers
Liability
Indemnification
Termination, Suspension, and other Measures
Dispute Resolution and Arbitration Agreement
General Provisions
1. Scope and Use of the Payment Services
1.1 Parkwell Payments provides payments services to Members, including payment collection services, payments and pay-outs, in connection with and through the Parkwell Platform (“Payment Services”).
1.2 Parkwell Payments may temporarily and under consideration of the Members’ legitimate interests (e.g., by providing prior notice), restrict the availability of the Payment Services, or certain services or features thereof, to carry out maintenance measures that ensure the proper or improved functioning of the Payment Services. Parkwell Payments may improve, enhance and modify the Payment Services and introduce new Payment Services from time to time.
1.3 The Payment Services may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services are subject to different terms and conditions and privacy practices and Members should review them independently. We are not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by Parkwell Payments of such Third-Party Services.
2. Key Definitions
“Pay-out” means a payment initiated by Parkwell Payments to a Member for services (such as Park Listing Fees) performed in connection with the Parkwell Platform.
“Payment Method” means a financial instrument that you have added to your Parkwell Account for inbound transactions, such as a credit card, debit card, or Bank account.
“Pay-out Method” means a financial instrument that you have added to your Parkwell Account for outbound transactions, such as a Bank account, direct deposit, or a debit card (where available).
3. Modification of these Payments Terms
Parkwell Payments reserves the right to modify these Payments Terms at any time in accordance with this provision. If we make changes to these Payments Terms, we will post the revised Payments Terms on the Parkwell Platform and update the “Last Updated” date at the top of these Payments Terms. We will also provide you with notice by email of the modification at least thirty (30) days before the date they become effective. If you disagree with the revised Payments Terms, you may terminate this Agreement with immediate effect.
4. Eligibility, Member Verification
4.1 You have to be at least 18 years old and able to enter into legally binding contracts to use the Payment Services. By using the Payment Services you represent and warrant that you are 18 or older.
4.2 Our Payments may make access to and use of certain areas or features of the Payment Services subject to certain conditions or requirements, such as completing a verification process or meeting specific eligibility criteria.
4.3 We may make inquiries we consider necessary to help verify or check your identity or prevent fraud. Towards this end, you authorize Parkwell Payments to screen you against third party databases or other sources and request reports from service providers. This may include (i) asking you to provide a form of government identification (e.g., driver’s license or passport), your date of birth, your address, and other information; (ii) requiring you to take steps to confirm ownership of your email address, Payment Methods or Pay-out Methods; or (iii) attempting to screen your information against third-party databases. Parkwell Payments reserves the right to close, suspend, or limit access to the Payment Services in the event we are unable to obtain or verify any of this information.
5. Account Registration
In order to use the Payment Services, you must have a Parkwell Account in good standing. If you or Parkwell closes your Parkwell Account for any reason, you will no longer be able to use the Payment Services.
6. Payment Methods and Pay-out Methods
6.1 When you add a Payment Method or Pay-out Method to your Parkwell Account, you will be asked to provide information such as name and financial instrument information either to Parkwell Payments or its third-party payment processor(s). You must provide accurate, current, and complete information when adding a Payment Method or Pay-out Method, and it is your obligation to keep your Payment Method and Pay-out Method up-to-date at all times.
6.2 Please note that Payment Methods and Pay-out Methods may involve the use of third-party payment service providers. These service providers may charge you additional fees when processing payments and Pay-outs in connection with the Payment Services (including deducting charges from the Pay-out amount), and Parkwell Payments is not responsible for any such fees and disclaims all liability in this regard. Your Payment Method or Pay-out Method may also be subject to additional terms and conditions imposed by the applicable third-party payment service provider; please review these terms and conditions before using your Payment Method or Pay-out Method.
6.3 You authorize Parkwell Payments to store your Payment Method information and charge your Payment Method as outlined in these Payments Terms. If your Payment Method’s account information changes (e.g., account number, routing number, expiration date) as a result of re-issuance or otherwise, we may acquire that information from our financial services partner or your bank and update your Payment Method on file in your Parkwell Account.
6.4 You are solely responsible for the accuracy and completeness of your Payment Method and Pay-out Method information. Parkwell Payments is not responsible for any loss suffered by you as a result of incorrect Payment Method or Parkwell Method information provided by you.
7. Financial Terms for Park Owners
7.1 Generally
Generally speaking, Parkwell Payments will collect the Total Fees from a Driver at the time the Driver’s booking request is accepted by the host, or at any other time mutually agreed between the Driver and Parkwell Payments.
7.2. Pay-outs
7.2.1 In order to receive a Pay-out you must have a valid Pay-out Method linked to your Parkwell Account. Parkwell Payments will generally initiate Parkwell to your selected Pay-out Method any time you initiate pay-out. In certain jurisdictions or instances, Parkwell Payments may offer you a different time or trigger for payment. Any such alternative Pay-out option may be subject to additional terms and conditions.
7.2.2 The time it takes to receive Pay-outs once released by Parkwell Payments may depend upon the Pay-out Method you select and the Pay-out Method provider’s processing schedule. Parkwell Payments may delay or cancel any Pay-out for purposes of preventing unlawful activity or fraud, risk assessment, security, or investigation
7.2.3 Your Pay-out for a booking will be the Listing Fee less applicable commissions and Taxes.
7.2.4 In the event of a Driver’s cancellation of a confirmed booking, Parkwell Payments will remit a Pay-out of any portion of the Total Fees due to you under the applicable policy.
8. Financial Terms for Drivers
8.1 You authorize Parkwell Payments to charge your Payment Method the Total Fees for any booking requested in connection with your Parkwell Account. Parkwell Payments will collect the Total Fees in the manner agreed between you and Parkwell Payments via the Parkwell Platform. Parkwell Payments will generally collect the Total Fees after the Host accepts your booking request. Any additional fees for using offered payment options will be displayed via the Parkwell Platform and included in the Total Fees, and you agree to pay such fees by selecting the payment option. If Parkwell Payments is unable to collect the Total Fees as scheduled, Parkwell Payments will collect the Total Fees at a later point. Once the payment transaction for your requested booking is successfully completed, you will receive a confirmation email.
8.3 If a requested booking is cancelled either because it is not accepted by the Park owner or you cancel the booking request before it is accepted by the Host, any amounts collected by Parkwell Payments will be refunded to you, and any pre-authorization of your Payment Method will be released (if applicable). The timing to receive the refund or for the pre-authorization to be released will vary based on the Payment Method and any applicable payment system (e.g., Visa, MasterCard, etc.) rules.
8.4 You authorize Parkwell Payments to perform the Payment Method verifications described in Sections 6 and 8, and to charge your Payment Method for any bookings made in connection with your Parkwell Account. You hereby authorize Parkwell Payments to collect any amounts due, by charging the Payment Method provided at checkout, either directly by Parkwell Payments or indirectly, via a third-party online payment processor, and/or by one or more of the payment methods available on the Parkwell Platform
9. General Financial Terms
9.1 Fees
Parkwell Payments may charge fees for use of certain Payment Services and any applicable fees will be disclosed to Members via the Parkwell Platform.
9.2 Payment Authorizations
You authorize Parkwell Payments to collect from you amounts due pursuant to these Payment Terms or the Parkwell Terms. Specifically, you authorize Parkwell Payments to collect from you:
Any amount due to Parkwell (e.g., as a result of your bookings, Booking Modifications, cancellations, or other actions as a Driver, Park owner or user of the Parkwell Platform), including reimbursement for costs prepaid by Parkwell on your behalf, by charging any Payment Method on file in your Parkwell Account or by withholding such amounts from your future Pay-outs.
Taxes, where applicable and as set out in the Parkwell Terms.
Overstay Fees payable under the Parkwell Terms. In addition, Parkwell Payments may recover any costs and expenses it incurs in collecting the Overstay Fees by charging any Payment Method(s) you have on file in your Parkwell Account.
Any Service Fees or cancellation fees imposed pursuant to the Parkwell Terms (e.g., if, as a Park owner, you cancel a confirmed booking). Parkwell Payments will be entitled to recover the amount of any such fees from you, including by subtracting such refund amount out from any future Pay-outs due to you.
Fees, costs and/or expenses associated with a Damage Claim, as set out in the Parkwell Terms. If Parkwell Payments is unable to collect from your Payment Method used to make the booking, you agree that Parkwell Payments may charge any other Payment Method on file in your Parkwell Account at the time of the Damage Claim. Parkwell Payments also reserves the right to otherwise collect payment from you and pursue any remedies available to Parkwell Payments in this regard in situations in which you are responsible for a Damage Claim pursuant to the Parkwell Terms.
10. Refunds
10.1.1 Any refunds or credits due to a Member pursuant to the Parkwell Terms will be initiated and remitted by Parkwell Payments in accordance with these Payments Terms.
10.1.2 Parkwell Payments will process refunds immediately, however, the timing to receive any refund will vary based on the Payment Method and any applicable payment system (e.g., Visa, MasterCard, etc.) rules.
10.2 Payment Processing Errors
We will take steps to rectify any payment processing errors that we become aware of. These steps may include crediting or debiting (as appropriate) the same Pay-out Method or Payment Method used for the original Pay-out to or payment by you, so that you end up receiving or paying the correct amount. This may be performed by Parkwell Payments or a third party such as your financial institution.
11. Prohibited Activities
You are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the Payment Services. In connection with your use of the Payment Services, you may not and you agree that you will not and will not assist or enable others to:
breach or circumvent any applicable laws or regulations, agreements with third parties, third-party rights, or the Parkwell Terms, Policies, or Standards;
use the Payment Services for any commercial or other purposes that are not expressly permitted by these Payments Terms;
register or use any Payment Method or Pay-out Method with your Parkwell Account that is not yours or you do not have authorization to use;
avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Parkwell Payments or any of Parkwell Payments’ providers or any other third party to protect the Payment Services;
take any action that damages or adversely affects, or could damage or adversely affect, the performance or proper functioning of the Payment Services;
attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Payment Services; or
violate or infringe anyone else’s rights or otherwise cause harm to anyone.
12. Intellectual Property Ownership, Rights Notices
You acknowledge and agree that the Payment Services, including all associated intellectual property rights, are the exclusive property of Parkwell. You are not permitted to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Payment Services.
13. Feedback
We welcome and encourage you to provide feedback, comments, and suggestions for improvements to the Payment Services (“Feedback”). You may submit Feedback by emailing us, through the “Contact” section of the Parkwell Platform. Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.
14. Disclaimers
14.1 If you choose to use the Payment Services, you do so voluntarily and at your sole risk. To the maximum extent permitted by law, the Payment Services are provided “as is”, without warranty of any kind, either express or implied.
14.2 Parkwell Payments’ appointed as the limited payment collection agent of Providing Members for the purposes of accepting payments from Purchasing Members through the Parkwell Platform and hereby explicitly disclaims all liability for any act or omission of any Member or other third party. Our Payments does not have any duties or obligations as agent for each Providing Member except to the extent expressly set forth in these Payments Terms, and any additional duties or obligations as may be implied by law are, to the maximum extent permitted by applicable law, expressly excluded.
14.3 If we choose to conduct identity verification on any Member, to the extent permitted by applicable law, we disclaim warranties of any kind, either express or implied.
15. Liability
You hereby acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Payment Services remains with you.
16. Indemnification
To the maximum extent permitted by law, you agree to release, defend (at Parkwell Payments’ option), indemnify, and hold Parkwell Payments and its affiliates and subsidiaries, and their officers, directors, employees, and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of these Payments Terms; (ii) your improper use of the Payment Services; (iii) Parkwell Payments’ Collection and Remittance of Taxes; or (iv) your breach of any laws, regulations, or third-party rights.
17. Termination, Suspension, and other Measures
17.1 This Agreement will be terminated, suspended or other measures are taken as described in this Section 17.
17.2 You may terminate this Agreement at any time by sending us an email, or by following the termination procedures specified in the Parkwell Terms. Terminating this Agreement will also serve as notice to cancel your Parkwell Account pursuant to the Parkwell Terms. If you cancel your Parkwell Account as a Park owner, Parkwell Payments will provide a full refund to any Driver with confirmed booking(s). If you cancel your Parkwell Account as a Driver, Parkwell Payments will initiate a refund for any confirmed booking(s) based on the Listing’s cancellation policy.
17.3 Parkwell Payments may also terminate this Agreement for convenience at any time by giving you thirty (30) days' notice via email to your registered email address .
17.4 Parkwell Payments may immediately, without notice terminate this Agreement if (i) you have materially breached your obligations under this Agreement; (ii) you have provided inaccurate, fraudulent, out-dated, or incomplete information; (iii) you have violated applicable laws, regulations, or third-party rights; or (iv) Parkwell Payments believes in good faith that such action is reasonably necessary to protect other Members, Parkwell, or third parties (e.g. in the case of fraudulent behaviour of a Member).
18. Dispute Resolution and Arbitration Agreement
18.1 Overview of Dispute Resolution Process. Parkwell Payments is committed to participating in a consumer-friendly dispute resolution process. To that end, these Payments Terms provide for a two-part process for individuals to whom Section 18.1 applies: (1) an informal negotiation directly with Parkwell’s customer service team, and (2) All disputes between the partner in relation to this agreement and the business shall be referred to a single arbitrator in accordance with the provisions of the Arbitration and Conciliation Laws of Lagos State and its specially designed Consumer Arbitration Rules
18.2 Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, you and Parkwell Payment each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. We will contact you at the email address you have provided to us; you can contact Parkwell’s customer service team by emailing us. If after a good faith effort to negotiate one of us feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration
18.3 Agreement to Arbitrate. You and Parkwell Payment mutually agree that any dispute, claim or controversy arising out of or relating to these Terms or the applicability, breach, termination, validity, enforcement or interpretation thereof, or to the use of the Parkwell Platform, the Park owner Services, or the Collective Content will be settled by binding individual arbitration (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and Parkwell agree that the arbitrator will decide that issue.
18.4 Exceptions to Arbitration Agreement. You and Parkwell Payment each agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) Any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g. commission of a crime, hacking, cyber-attack).
18.5 Arbitrator’s Decision. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.
18.6 Jury Trial Waiver. You and Parkwell Payments acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable Disputes.
18.7 No Class Actions or Representative Proceedings. You and Parkwell Payments acknowledge and agree that, to the fullest extent permitted by applicable law, we are each waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney general action, or any other representative proceeding as to all Disputes. Further, unless you and Parkwell Payments both otherwise agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If the “class action lawsuit” waiver or the “class-wide arbitration” waiver in this Section 18.7 is held unenforceable with respect to any Dispute, then the entirety of the Arbitration Agreement will be deemed void with respect to such Dispute and the Dispute must proceed in court.
18.8 Severability. Except as provided in Section 18.7 in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.
18.9 Changes. Notwithstanding the provisions of Section 3 (“Modification of these Terms”), if Parkwell Payment changes this Section 18 (“Dispute Resolution and Arbitration Agreement”) after the date you last accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email) within thirty (30) days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Parkwell’s email to you notifying you of such change. Rejecting a new change, however, does not revoke or alter your prior consent to any earlier agreements to arbitrate any Dispute between you and Parkwell(or your prior consent to any subsequent changes thereto), which will remain in effect and enforceable as to any Dispute between you and Parkwell Payment.
19. General Provisions
19.1 Except as they may be supplemented by additional terms and conditions, policies, guidelines, or standards, these Payments Terms constitute the entire Agreement between Parkwell Payments and you regarding the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between Parkwell Payments and you regarding the Payment Services.
19.2 No joint venture, partnership, employment, or agency relationship exists between you or Parkwell Payments as a result of this Agreement or your use of the Payment Services.
19.3 If any provision of these Payments Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.
19.4 Parkwell Payments’ failure to enforce any right or provision in these Payments Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Payments Terms, the exercise by either party of any of its remedies under these Payments Terms will be without prejudice to its other remedies under these Payments Terms or otherwise permitted under law.
19.5 Unless specified otherwise, any notices or other communications permitted or required under this Agreement, will be in writing and given by Parkwell Payments via email, other Parkwell communication channel.