Kindly read these Terms of Service (“Terms”) carefully as they contain important information about your legal rights, remedies and obligations. By accessing or using the Parkwell Platform, you agree to comply with and be bound by these Terms.
Section 19 of these Terms contains an arbitration clause and class action waiver that applies to all Parkwell Members. This provision applies to any action you bring against Parkwell, It affects how disputes with Parkwell are resolved. By accepting these Terms, you agree to be bound by this arbitration clause and class action waiver. Please read it carefully.
Thank you for using ParkWell!
These Terms constitute a legally binding agreement ("Agreement") between you and Parkwell Mobile Solutions Ltd (as defined below) governing your access to and use of the Parkwell website, including any subdomains thereof, and any other websites through which Parkwell makes its services available (collectively, "Site"), our mobile, tablet and other smart device applications, and application program interfaces (collectively, "Application") and all associated services (collectively, "Parkwell Services"). The Site, Application and Parkwell Services together are hereinafter collectively referred to as the “Parkwell Platform”. Our Policies applicable to your use of the Parkwell Platform are incorporated by reference into this Agreement.
When these Terms mention “Parkwell,” “we,” “us,” or “our,” it refers to the Parkwell Mobile Solutions Ltd Company you are contracting with. Your contracting entity will generally be determined based on your location or establishment.
Any and all payment processing services through or in connection with your use of the Parkwell Platform ("Payment Services") are provided to you by one or more Parkwell Payments entities (individually and collectively, as appropriate, "Parkwell Payments") as set out in the Payments Terms of Service ("Payments Terms").
Park owners are responsible for identifying, understanding, and complying with all laws, rules and regulations that apply to their jurisdictions. Park owners may have to register, get a permit or obtain a license before providing certain Park Services. Park owners are alone responsible for identifying and obtaining any required licenses, permits, or registrations for any Park Services they offer. Certain types of Park Services may be prohibited altogether. Penalties may include fines or other enforcement. If you have questions about how local laws apply to your Park Service(s) on Parkwell, you should always seek legal guidance.
Table of Contents
Scope of Parkwell Services
Eligibility, Using the Parkwell Platform, Member Verification
Modification of these Terms
Terms specific for Parks
Terms specific for Drivers
Booking Modifications, Cancellations and Refunds, Resolution Centre
Ratings and Reviews
Damage to Parks, Disputes between Members
Rounding off, Currency conversion
Term and Termination, Suspension and other Measures
Applicable Law and Jurisdiction
1. Scope of Parkwell Services
1.1 The Parkwell Platform is an online marketplace that enables registered users (“Members”) and certain third parties who offer services (Members and third parties who offer services are “Park owners” and the services they offer are “Park Services”) to publish such Park Services on the Parkwell Platform (“Listings”) and to communicate and transact directly with Members that are seeking to book such Park Services (Members using Park Services are “Drivers”). Park Services may include the offering of parking spaces or other car related services ("Park"), hourly, daily or monthly activities in various categories (“Experiences”), access to unique events and locations (“Events”), and a variety of other related services.
1.2 As the provider of the Parkwell Platform, Parkwell does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any Listings or Park Services. Park owners alone are responsible for their Listings and Park Services. When Members make or accept a booking, they are entering into a contract directly with each other. Parkwell is not and does not become a party to or other participant in any contractual relationship between Members. Parkwell is not acting as an agent in any capacity for any Member, except as specified in the Payments Terms.
1.3 While we may help facilitate the resolution of disputes, Parkwell has no control over and does not guarantee (i) the existence, quality, safety, suitability, or legality of any Listings or Park Services, (ii) the truth or accuracy of any Listing descriptions, Ratings, Reviews, or other Member Content (as defined below), or (iii) the performance or conduct of any Member or third party. Parkwell does not endorse any Member, Listing or Park Services. Any references to a Member being "verified" (or similar language) only indicate that the Member has completed a relevant verification or identification process and nothing else. Any such description is not an endorsement, certification or guarantee by Parkwell about any Member, including of the Member's identity or background or whether the Member is trustworthy, safe or suitable. You should always exercise due diligence and care when deciding whether to stay in a Park or use other Park Services, accept a booking request from a Driver, or communicate and interact with other Members, whether online or in person. Verified Images (as defined below) are intended only to indicate a photographic representation of a Listing at the time the photograph was taken, and are therefore not an endorsement by Parkwell of any Park owner or Listing.
1.4 If you choose to use the Parkwell Platform as a Park owner (as defined below), your relationship with Parkwell is limited to being an independent, third-party contractor, and not an employee, agent, joint venture or partner of Parkwell for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of Parkwell. Parkwell does not, and shall not be deemed to, direct or control you generally or in your performance under these Terms specifically, including in connection with your provision of the Park Services. You acknowledge and agree that you have complete discretion whether or not to list Park Services or otherwise engage in other business or employment activities.
1.5 To promote the Parkwell Platform and to increase the exposure of Listings to potential park users, Listings and other Member Content may be displayed on other websites, in applications, within emails, and in online and offline advertisements.
1.6 The Parkwell Platform may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services may be subject to different terms and conditions and privacy practices. Parkwell is 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 of such Third-Party Services.
1.7 Due to the nature of the Internet, Parkwell cannot guarantee the continuous and uninterrupted availability and accessibility of the Parkwell Platform. Parkwell may restrict the availability of the Parkwell Platform or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the Parkwell Platform. Parkwell may improve, enhance and modify the Parkwell Platform and introduce new Parkwell Services from time to time.
2. Eligibility, Using the Parkwell Platform, Member Verification
2.1 In order to access and use the Parkwell Platform or register a Parkwell Account you must be an individual at least 18 years old or a duly organized, validly existing business, organization or other legal entity in good standing under the laws of the country you are established and able to enter into legally binding contracts.
2.2 Parkwell may make access to and use of the Parkwell Platform, or certain areas or features of the Parkwell Platform, subject to certain conditions or requirements, such as completing a verification process, meeting specific quality or eligibility criteria, meeting Ratings or Reviews thresholds, or a Member’s booking and cancellation history.
2.3 User verification on the Internet is difficult and we do not assume any responsibility for the confirmation of any Member’s identity. Notwithstanding the above, for transparency and fraud prevention purposes, and as permitted by the law, we may, but have obligation to (i) ask Members to provide a form of government identification or other information or undertake additional checks designed to help verify the identities or backgrounds of Members, (ii) screen Members against third party databases or other sources and request reports from service providers, and (iii) where we have sufficient information to identify a Member. (If available).
2.4 The access to or use of certain areas and features of the Parkwell Platform may be subject to separate policies, standards or guidelines, or may require that you accept additional terms and conditions, before you can access the relevant areas or features of the Parkwell Platform. If there is a conflict between these Terms and terms and conditions applicable to a specific area or feature of the Parkwell Platform, the latter terms and conditions will take precedence with respect to your access to or use of that area or feature, unless specified otherwise in the latter terms and conditions.
2.5 If you access or download the Application from the Apple App Store, you agree to Apple’s Licensed Application End User License Agreement. The Parkwell Platform implements Google Maps/Earth mapping services, including Google Maps API(s). Your use of Google Maps/Earth is subject to the Google Maps/Google Earth Additional Terms of Service.
3. Modification of these Terms
Parkwell reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on the Parkwell Platform and update the “Last Updated” date at the top of these Terms. We will also provide you with notice of the modifications by email at least thirty (30) days before the date they become effective. If you disagree with the revised Terms, you may terminate this Agreement with immediate effect. We will inform you about your right to terminate the Agreement in the notification email. If you do not terminate your Agreement before the date the revised Terms become effective, your continued access to or use of the Parkwell Platform will constitute acceptance of the revised Terms.
4. Account Registration
4.1 You must register an account ("Parkwell Account") to access and use certain features of the Parkwell Platform, such as publishing or booking a Listing. If you are registering a Parkwell Account for a business, organization or other legal entity, you represent. It warrants that you have the authority to legally bind that entity and grant us all permissions and licenses provided in these Terms.
4.2 You can register a Parkwell Account using an email address and creating a password, or through your account with certain third-party social networking services, such as Facebook or Google ("SNS Account"). You have the ability to disable the connection between your Parkwell Account and your SNS Account at any time, by accessing the "Settings" section of the Parkwell Platform.
4.3 You must provide accurate, current and complete information during the registration process and keep your Parkwell Account and public Parkwell Account profile page information up-to-date at all times.
4.4 You may not register more than one (1) Parkwell Account unless Parkwell authorizes you to do so. You may not assign or otherwise transfer your Parkwell Account to another party.
4.5 You are responsible for maintaining the confidentiality and security of your Parkwell Account credentials and may not disclose your credentials to any third party. You must immediately notify Parkwell if you know or have any reason to suspect that your credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorized use of your Parkwell Account. You are liable for any and all activities conducted through your Parkwell Account, unless such activities are not authorized by you and you are not otherwise negligent (such as failing to report the unauthorized use or loss of your credentials).
4.6 Parkwell may enable features that allow you to authorize other Members or certain third parties to take certain actions that affect your Parkwell Account. For example, we may enable Members to link their Parkwell Accounts to businesses and take actions for those businesses, we may enable eligible Members or certain third parties to book Listings on behalf of other Members, or we may enable Park owners to add other Members as Co- Park owner (as defined below) to help manage their Listings. These features do not require that you share your credentials with any other person. No third party is authorized by Parkwell to ask for your credentials, and you shall not request the credentials of another Member.
5.1 Parkwell may, at its sole discretion, enable Members to (i) create, upload, post, send, receive and store content, such as text, photos, audio, video, or other materials and information on or through the Parkwell Platform ("Member Content"); and (ii) access and view Member Content and any content that Parkwell itself makes available on or through the Parkwell Platform, including proprietary Parkwell content and any content licensed or authorized for use by or through Parkwell from a third party ("Parkwell Content" and together with Member Content, "Collective Content").
5.2 The Parkwell Platform, Parkwell Content, and Member Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of the Federal Republic of Nigeria. You acknowledge and agree that the Parkwell Platform and Parkwell Content, including all associated intellectual property rights, are the exclusive property of Parkwell and/or its licensors or authorizing third-parties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Parkwell Platform, Parkwell Content or Member Content. All trademarks, service marks, logos, trade names, and any other source identifiers of Parkwell used on or in connection with the Parkwell Platform and Parkwell Content are trademarks or registered trademarks of Parkwell. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Parkwell Platform, Parkwell Content, and/or Collective Content are used for identification purposes only and may be the property of their respective owners.
5.3 You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Parkwell Platform or Collective Content, except to the extent you are the legal owner of certain Member Content or as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Parkwell or its licensors, except for the licenses and rights expressly granted in these Terms.
5.4 Subject to your compliance with these Terms, Parkwell grants you a limited, non-exclusive, non-sub licensable, revocable, non-transferable license to (i) download and use the Application on your personal device(s); and (ii) access and view any Collective Content made available on or through the Parkwell Platform and accessible to you, solely for your personal and non-commercial use.
5.6 Parkwell may offer Park owners the option of having professional photographers take photographs of their Park Services, which are made available by the photographer to Park owners to include in their Listings with or without a watermark or tag bearing the words "Parkwell.ng Verified Photo" or similar wording ("Verified Images"). You are responsible for ensuring that your Park Service is accurately represented in the Verified Images and you will stop using the Verified Images on or through the Parkwell Platform if they no longer accurately represent your Listing, if you stop using the Park Service feature, or if your Parkwell Account is terminated or suspended for any reason. You acknowledge and agree that Parkwell shall have the right to use any Verified Images in accordance with Section 5.5 for advertising, marketing and/or any other business purposes in any media or platform, whether in relation to your Listing or otherwise, without further notice or compensation to you. Where Parkwell is not the exclusive owner of Verified Images, by using such Verified Images on or through the Parkwell Platform, you grant to Parkwell an exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to use such Verified Images for advertising, marketing and/or any other business purposes in any media or platform, whether in relation to your Listing or otherwise, without further notice or compensation to you. Parkwell in turn grants you a limited, non-exclusive, non-sub licensable, revocable, non-transferable license to use Verified Images outside of the Parkwell Platform solely for your personal and non-commercial use.
5.7 You are solely responsible for all Member Content that you make available on or through the Parkwell Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available on or through the Parkwell Platform or you have all rights, licenses, consents and releases that are necessary to grant to Parkwell the rights in and to such Member Content, as contemplated under these Terms; and (ii) neither the Member Content nor your posting, uploading, publication, submission or transmittal of the Member Content or Parkwell's use of the Member Content (or any portion thereof) as contemplated under these Terms will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
5.8 You will not post, upload, publish, submit or transmit any Member Content that: (i) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; (ii) is defamatory, libellous, obscene, pornographic, vulgar or offensive; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any other person; (v) promotes illegal or harmful activities or substances; or (vi) violates Parkwell’s Content Policy or any other Parkwell policy. Parkwell may, without prior notice, remove or disable access to any Member Content that Parkwell finds to be in violation of applicable law, these Terms or Parkwell’s then-current Policies or Standards, or otherwise may be harmful or objectionable to Parkwell, its Members, third parties, or property.
5.9 Parkwell respects copyright law and expects its Members to do the same. If you believe that any content on the Parkwell Platform infringes copyrights you own, please notify us in accordance with our Copyright Policy.
6. Service Fees
6.1 Parkwell may charge fees to Park owner ("Commission Fees") and/or Drivers ("Driver Fees") (collectively, "Service Fees") in consideration for the use of the Parkwell Platform. More information about when Service Fees apply and how they are calculated can be found on our Service Fees page.
6.2 Any applicable Service Fees (including any applicable Taxes) will be displayed to a Park owner or Driver prior to publishing or booking a Listing. Parkwell reserves the right to change the Service Fees at any time, and will provide Members adequate notice of any fee changes before they become effective. Such fee changes will not affect any bookings made prior to the effective date of the fee change.
6.3 You are responsible for paying any Service Fees that you owe to Parkwell. The applicable Service Fees (including any applicable Taxes) are collected by Parkwell Payments. Parkwell Payments will deduct any Park owner Fees from the Listing Fee before remitting the payout to the Park owner. Any Driver Fees are included in the Total Fees collected by Parkwell Payments. Except as otherwise provided on the Parkwell Platform, Service Fees are non-refundable.
7. Terms specific for Park owners
7.1 Terms applicable to all Listings
7.1.1 When creating a Listing through the Parkwell Platform you must (i) provide complete and accurate information about your Park owner Service (such as listing description, location, and calendar availability), (ii) disclose any deficiencies, restrictions and requirements that apply and (iii) provide any other pertinent information requested by Parkwell. You are responsible for keeping your Listing information (including calendar availability) up-to-date at all times.
7.1.2 You are solely responsible for setting a price (including any Taxes if applicable, or charges such as cleaning fees) for your Listing (“Listing Fee”). Once a Driver requests a booking of your Listing, you may not request that the Driver pays a higher price than in the booking request.
7.1.3 Any terms and conditions included in your Listing, in particular in relation to cancellations, must not conflict with these Terms or the relevant cancellation policy for your Listing.
7.1.4 Pictures, animations or videos (collectively, "Images") used in your Listings must accurately reflect the quality and condition of your Park Services. Parkwell reserves the right to require that listings have a minimum number of Images of a certain format, size and resolution.
7.1.5 When you accept or have pre-approved a booking request by a Driver, you are entering into a legally binding agreement with the Driver and are required to provide your Park Service(s) to the Driver as described in your Listing when the booking request is made. You also agree to pay the applicable Park owner Fee and any applicable Taxes.
7.1.6 Parkwell recommends that Park owners obtain appropriate insurance for their Park Services. Please review any respective insurance policy carefully, and in particular make sure that you are familiar with and understand any exclusion to, and any deductibles that may apply for, such insurance policy, including, but not limited to, whether or not your insurance policy will cover the actions or inactions of Drivers while using your park services.
7.2 Listing Park Services
7.2.1 Unless expressly allowed by Parkwell, you may not list more than one Park per Listing. Multiple listings are encouraged.
7.2.2 You represent and warrant that any Listing you post and the booking of, or a Driver's stay at, a Park will (i) not breach any agreements you have entered into with any third parties, such as Community Development Association, or other agreements, and (ii) comply with all applicable laws (such as local laws), Tax requirements, and other rules and regulations (including having all required permits, licenses and registrations). As a Park owner, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals who reside at or are otherwise present at the Park at your request or invitation, excluding the Driver and any individuals the Driver invites to the Park.
8. Terms specific for Drivers
8.1 Terms applicable to all bookings
8.1.1 Subject to meeting any requirements (such as completing any verification processes) set by Parkwell and/or the Park owner, you can book a Listing available on the Parkwell Platform by following the respective booking process. All applicable fees and any applicable Taxes (collectively, “Fees”) will be presented to you prior to booking a Listing. You agree to pay the Total Fees for any booking requested in connection with your Parkwell Account.
8.1.2 Upon receipt of a booking confirmation from Parkwell, a legally binding agreement is formed between you and your Park owner, subject to any additional terms and conditions of the Park owner that apply, including in particular the applicable cancellation policy and any rules and restrictions specified in the Listing. Parkwell Payments will collect the Total Fees at the time of the booking request or upon the Park Owner’s confirmation pursuant to the Payments Terms. For certain bookings, Drivers may be required to pay or have the option to pay in multiple instalments.
8.2 Booking a Park
8.2.1 You understand that a confirmed booking of a Park (“Park Booking”) is a limited license granted to you by the Park owner to drive into the Park for the duration of time, during which time the Park owner retains the right of ownership the Park, in accordance with your agreement with the Park owner.
8.2.2 You agree to leave the Park not later than the checkout time that the Park owner specifies in the Listing or such other time as mutually agreed upon between you and the Park owner. If you stay past the agreed checkout time (“Overstay”), you no longer have a license to stay in the Park, except you agree to extend your stay and pay for the extension, else Parkwell reserves the right to charge the wallet for every extra time spent outside the time paid for. Overstay Fees for late checkouts on the checkout time that do not impact upcoming bookings may be limited to the additional costs incurred by the Park owner as a result of such Overstay. If you Overstay at a Park, you authorize Parkwell (via Parkwell Payments) to charge you to collect Overstay Fees.
8.3 Parkwell Credits
Parkwell Credits may be redeemed for eligible bookings via the Parkwell Platform as specified in the terms and conditions provided with the Credit. You may only redeem Parkwell Credits after the Parkwell Credits are reflected in your Parkwell Account.
9. Booking Modifications, Cancellations and Refunds, Resolution Centre
9.1 Park owners and Drivers are responsible for any modifications to a booking that they make via the Parkwell Platform or direct Parkwell customer service to make ("Booking Modifications"), and agree to pay any additional Fees, and/or Taxes associated with such Booking Modifications.
9.2 Drivers can cancel a confirmed booking at any time before the booked time set by the driver, and Parkwell Payments will refund the amount of the Total Fees due to the Driver or use the said amount in making another booking for the driver.
9.3 If a Park owner cancels a confirmed booking, the Driver will receive a full refund of the Total Fees for such booking. In some instances, Parkwell may allow the Driver to apply the refund to a new booking, in which case Parkwell Payments will credit the amount against the Driver’s subsequent booking at the Driver’s direction. Further, Parkwell may publish an automated review on the Listing cancelled by the Park owner indicating that a booking was cancelled. In addition, Parkwell may (i) keep the time for the Listing unavailable or blocked for the time of the cancelled booking, and/or (ii) impose a cancellation fee, unless the Park owner has a valid reason for cancelling the booking pursuant to Parkwell’s Policy or has legitimate concerns about the Driver’s behaviour.
9.4 For Park Services, if weather poses a safety risk to Drivers, or if it prevents a Park owner from carrying out a Park Service, Park owners may cancel the Park Service. Park owner may also cancel the Park Service if other conditions exist that would prevent the Park owner from offering the Park Service safely.
9.5 In certain circumstances, Parkwell may decide, in its sole discretion, that it is necessary to cancel a pending or confirmed booking and initiate corresponding refunds and payouts. This may be for reasons set forth in Parkwell's Policy or (i) where Parkwell believes in good faith, while taking the legitimate interests of both parties into account, this is necessary to avoid significant harm to Parkwell, other Members, third parties or property, or (ii) for any of the reasons set out in these Terms.
9.6 Except as otherwise set out in these Terms, Members may use the Resolution Centre to send or request money for refunds, additional Park Services or Damage Claims related to bookings. You agree to pay all amounts sent through the Resolution Centre in connection with your Parkwell Account, and Parkwell Payments will handle all such payments.
10. Ratings and Reviews
10.1 Within a certain timeframe after completing a booking, Drivers and Park owner can leave a public review (“Review”) and submit a star rating (“Rating”) about each other. Ratings or Reviews reflect the opinions of individual Members and do not reflect the opinion of Parkwell. Ratings and Reviews are not verified by Parkwell for accuracy and may be incorrect or misleading.
10.2 Ratings and Reviews by Drivers and Park owners must be accurate and may not contain any offensive or defamatory language. Ratings and Reviews are subject to Section 5 and must comply with Parkwell’s Policy.
10.3 Members are prohibited from manipulating the Ratings and Reviews system in any manner, such as instructing a third party to write a positive or negative Review about another Member.
10.4 Ratings and Reviews are part of a Member’s public profile and may also be surfaced elsewhere on the Parkwell Platform (such as the Listing page) together with other relevant information such as number of bookings, number of cancellations, average response time and other information.
11. Damage to Parks, Disputes between Members
11.1 As a Driver, you are responsible for leaving the Park in the condition it was in when you arrived. You are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals whom you invite to, or otherwise provide access to, the Park, excluding the Park owner (and the individuals the Park owner invites to the Park, if applicable).
11.2 If a Park owner claims and provides evidence that you as a Driver have damaged a Park or any personal or other property at a Park ("Damage Claim"), the Park owner can seek payment from you through the Resolution Centre. If a Park owner escalates a Damage Claim to Parkwell, you will be given an opportunity to respond. If you agree to pay the Park owner, or Parkwell determines in its sole discretion that you are responsible for the Damage Claim, Parkwell via Parkwell Payments will, after the end of your stay, collect any such sums from you required to cover the Damage Claim pursuant to the Payments Terms. Parkwell also reserves the right to otherwise collect payment from you and pursue any remedies available to Parkwell in this regard in situations in which you are responsible for a Damage Claim, including, but not limited to, in relation to any payment requests made by the Park owner under Parkwell.
11.3 Members agree to cooperate with and assist Parkwell in good faith, and to provide Parkwell with such information and take such actions as may be reasonably requested by Parkwell, in connection with any Damage Claims or other complaints or claims made by Members relating to (i) Parks or any personal or other property located at the Park (including, without limitation, payment requests made under Parkwell), (ii) Experiences, (iii) a Group Payment Booking. A Member shall, upon Parkwell's reasonable request and at no cost to the Member, participate in mediation or a similar resolution process with another Member, which process will be conducted by Parkwell or a third party selected by Parkwell or its insurer, with respect to losses for which a Member is requesting payment from Parkwell (including but not limited to payments under Parkwell).
12. Rounding off
Parkwell generally supports payment amounts that are payable from or to Drivers or Park owners to the smallest unit supported by a given currency (i.e., Nigerian Naira or other supported currencies). Where Parkwell’s third-party payment services provider does not support payments in the smaller unit supported by a given currency, Parkwell may, in its sole discretion, round up or round down the displayed amounts that are payable from or to Drivers or Park owners to the nearest whole functional base unit in which the currency is denominated (i.e. to the nearest dollar, Euro or other supported currency); for example, Parkwell may round up an amount of ₦101.50 to ₦102.00, and round down an amount of ₦101.49 to ₦101.00.
13.1 As a Park owner you are responsible for determining your obligations to report, collect, remit or include in your Listing Fees any applicable VAT or other indirect sales taxes, occupancy tax, tourist or other visitor taxes or income taxes ("Taxes").
13.2 Tax regulations may require us to collect appropriate Tax information from Park owners, or to withhold Taxes from pay-outs, or both. If a Park owner fails to provide us with the required documentation under applicable law (e.g., a tax number) that we determine to be sufficient to alleviate our obligation (if any) to withhold Taxes from payouts to you, we reserve the right to withhold payouts up to the tax-relevant amount as required by law, until resolution.
13.3 You understand that any appropriate governmental agency, department and/or authority ("Tax Authority") where your Park is located may require Taxes to be collected on Listing Fees, and to be remitted to the respective Tax Authority. The laws in jurisdictions may vary, but these Taxes may be required to be collected and remitted as a percentage of the Listing Fees set by Park owner.
13.4 In certain jurisdictions, Parkwell may decide in its sole discretion to facilitate collection and remittance of Occupancy Taxes from or on behalf of Drivers or Park owners, in accordance with these Terms ("Collection and Remittance") if such jurisdiction asserts Parkwell or Park Owners have an Occupancy Tax collection and remittance obligation. In any jurisdiction in which we decide to facilitate direct Collection and Remittance, you hereby instruct and authorize Parkwell (via Parkwell Payments) to collect Occupancy Taxes from Drivers on the Park owner's behalf at the time Listing Fees are collected, and to remit such Occupancy Taxes to the Tax Authority. In other jurisdictions Parkwell may decide in its sole discretion to collect Occupancy Taxes and remit such Taxes to eligible and qualifying Park owners, based on tax information supplied by the Park owner, for ultimate reporting and remittance by such Park owner to the Tax Authority. Such Park owner will be solely responsible for informing Parkwell about the correct Occupancy Tax amount to be collected from the Driver in accordance with applicable law and directly remitting the Occupancy Taxes to the relevant Tax Authority. Parkwell does not assume any liability for the failure of a participating Park owner to comply with any applicable tax reporting or remittance obligations. The amount of Occupancy Taxes, if any, collected and remitted by Parkwell will be visible to and separately stated.
13.5 You agree that any claim or cause of action relating to Parkwell's facilitation of Collection and Remittance of Occupancy Taxes shall not extend to any supplier or vendor that may be used by Parkwell in connection with facilitation of Collection and Remittance, if any. Park owners agree that we may seek additional amounts from you in the event that the Taxes collected and/or remitted are insufficient to fully discharge your obligations to the Tax Authority, and agree that your sole remedy for Occupancy Taxes collected is a refund of Occupancy Taxes collected by Parkwell from the applicable Tax Authority in accordance with applicable procedures set by that Tax Authority.
13.6 Parkwell reserves the right, with prior notice to Park owners, to cease the Collection and Remittance in any jurisdiction for any reason at which point Park owners are once again solely responsible and liable for the collection and/or remittance of any and all Taxes that may apply to parks in that jurisdiction.
14. Prohibited Activities
14.1 You are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the Parkwell Platform. In connection with your use of the Parkwell Platform, 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 our Terms, Policies or Standards;
use the Parkwell Platform or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies Parkwell endorsement, partnership or otherwise misleads others as to your affiliation with Parkwell;
copy, store or otherwise access or use any information, including personally identifiable information about any other Member, contained on the Parkwell Platform in any way that is inconsistent with Parkwell’s Policy or these Terms or that otherwise violates the privacy rights of Members or third parties;
use the Parkwell Platform in connection with the distribution of unsolicited commercial messages ("spam");
offer, as a Park owners, any Park that you do not yourself own or have permission to make available through the Parkwell Platform;
contact another Member for any purpose other than asking a question related to your own booking, Listing, or the Member's use of the Parkwell Platform, including, but not limited to, recruiting or otherwise soliciting any Member to join third-party services, applications or websites, without our prior written approval; use the Parkwell Platform to request, make or accept a booking independent of the Parkwell Platform, to circumvent any Service Fees or for any other reason;
request, accept or make any payment for Listing Fees outside of the Parkwell Platform or Parkwell Payments. If you do so, you acknowledge and agree that you: (i) would be in breach of these Terms; (ii) accept all risks and responsibility for such payment, and (iii) hold Parkwell harmless from any liability for such payment;
discriminate against or harass anyone on the basis of race, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or otherwise engage in any violent, harmful, abusive or disruptive behaviour;
use, display, mirror or frame the Parkwell Platform or Collective Content, or any individual element within the Parkwell Platform, Parkwell's name, any Parkwell trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Parkwell Platform, without Parkwell's express written consent;
dilute, tarnish or otherwise harm the Parkwell brand in any way, including through unauthorized use of Collective Content, registering and/or using
Parkwell or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to
Parkwell domains, trademarks, taglines, promotional campaigns or Collective Content;
use any robots, spider, crawler, scraper or other automated means or processes to access, collect data or other content from or otherwise interact with the
Parkwell Platform for any purpose;
avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by Parkwell or any of Parkwell's providers or any other third party to protect the Parkwell Platform;
attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Parkwell Platform;
take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the Parkwell Platform;
export, re-export, import, or transfer the Application data except as authorized by Nigerian laws, and any other applicable laws; or
violate or infringe anyone else’s rights or otherwise cause harm to anyone.
14.2 You acknowledge that Parkwell has no obligation to monitor the access to or use of the Parkwell Platform by any Member or to review, disable access to, or edit any Member Content, but has the right to do so to (i) operate, secure and improve the Parkwell Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Members’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to Member Content that it determines is harmful or objectionable; or (v) as otherwise set forth in these Terms. Members agree to cooperate with and assist Parkwell in good faith, and to provide Parkwell with such information and take such actions as may be reasonably requested by Parkwell with respect to any investigation undertaken by Parkwell or a representative of Parkwell regarding the use or abuse of the Parkwell Platform.
14.3 If you feel that any Member you interact with, whether online or in person, is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive or violent behaviour, (ii) you suspect of stealing from you, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and/or then to Parkwell by contacting us. You agree that any report you make will not obligate us to take any action (beyond that required by law, if any).
15. Term and Termination, Suspension and other Measures
15.1You may terminate this Agreement at any time by sending us an email. If you cancel your Parkwell Account as a Park owner, any confirmed booking(s) will be automatically cancelled and your Drivers will receive a full refund. If you cancel your Parkwell Account as a Driver, any confirmed booking(s) will be automatically cancelled and any refund will depend upon the terms of the Listing’s cancellation policy.
15.2 Without limiting our rights specified below, Parkwell may terminate this Agreement for convenience at any time by giving you thirty (30) days' notice via email to your registered email address.
15.3 Parkwell may immediately, without notice, terminate this Agreement and/or stop providing access to the Parkwell Platform if (i) you have materially breached your obligations under these Terms, the Payments Terms, our Policies , (ii) you have violated applicable laws, regulations or third party rights, or (iii) Parkwell believes in good faith that such action is reasonably necessary to protect the personal safety or property of Parkwell, its Members, or third parties (for example in the case of fraudulent behaviour of a Member).
15.4 In addition, Parkwell may take any of the following measures (i) to comply with applicable law, or the order or request of a court, law enforcement or other administrative agency or governmental body, or if (ii) you have breached these Terms, the Payments Terms, our Policies, applicable laws, regulations, or third party rights, (iii) you have provided inaccurate, fraudulent, outdated or incomplete information during the Parkwell Account registration, Listing process or thereafter, (iv) you and/or your Listings or Park Services at any time fail to meet any applicable quality or eligibility criteria, (v) you have repeatedly received poor Ratings or Reviews or Parkwell otherwise becomes aware of or has received complaints about your performance or conduct, (vi) you have repeatedly cancelled confirmed bookings or failed to respond to booking requests without a valid reason, or (vii) Parkwell believes in good faith that such action is reasonably necessary to protect the personal safety or property of Parkwell, its Members, or third parties, or to prevent fraud or other illegal activity:
refuse to surface, delete or delay any Listings, Ratings, Reviews, or other Member Content;
cancel any pending or confirmed bookings;
limit your access to or use of the Parkwell Platform;
temporarily or permanently revoke any special status associated with your Parkwell Account;
temporarily or in case of severe or repeated offenses permanently suspend your Parkwell Account and stop providing access to the Parkwell Platform.
In case of non-material breaches and where appropriate, you will be given notice of any intended measure by Parkwell and an opportunity to resolve the issue to Parkwell's reasonable satisfaction.
15.5 If we take any of the measures described above (i) we may refund your Drivers in full for any and all confirmed bookings that have been cancelled, irrespective of pre-existing cancellation policies, and (ii) you will not be entitled to any compensation for pending or confirmed bookings that were cancelled.
15.6 When this Agreement has been terminated, you are not entitled to a restoration of your Parkwell Account or any of your Member Content. If your access to or use of the Parkwell Platform has been limited or your Parkwell Account has been suspended or this Agreement has been terminated by us, you may not register a new Parkwell Account or access and use the Parkwell Platform through a Parkwell Account of another Member.
15.7 Sections 5 and 16 to 22 of these Terms shall survive any termination or expiration of this Agreement.
If you choose to use the Parkwell Platform or Collective Content, you do so voluntarily and at your sole risk. The Parkwell Platform and Collective Content is provided “as is”, without warranty of any kind, either express or implied.
You agree that you have had whatever opportunity you deem necessary to investigate the Parkwell Services, laws, rules, or regulations that may be applicable to your Listings and/or park owner Services you are receiving and that you are not relying upon any statement of law or fact made by Parkwell relating to a Listing.
If we choose to conduct identity verification or background checks on any Member, to the extent permitted by applicable law, we disclaim warranties of any kind, either express or implied, that such checks will identify prior misconduct by a Member or guarantee that a Member will not engage in misconduct in the future.
The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by law.
You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Parkwell Platform and Collective Content, your publishing or booking of any Listing via the Parkwell Platform, your stay at any Park, or use of any other Park Service, or any other interaction you have with other Members whether in person or online remains with you. Neither Parkwell nor any other party involved in creating, producing, or delivering the Parkwell Platform or Collective Content will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Terms, (ii) from the use of or inability to use the Parkwell Platform or Collective Content, (iii) from any communications, interactions or meetings with other Members or other persons with whom you communicate, interact or meet with as a result of your use of the Parkwell Platform, or (iv) from your publishing or booking of a Listing, including the provision or use of a Listing’s Park owner Services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Parkwell has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. Except for our obligations to pay amounts to applicable Park owners pursuant to these Terms or an approved payment request, in no event will Parkwell’s aggregate liability arising out of or in connection with these Terms and your use of the Parkwell Platform including, but not limited to, from your publishing or booking of any Listings via the Parkwell Platform, or from the use of or inability to use the Parkwell Platform or Collective Content and in connection with any Park, Experiences, Event, other Park owner Service, or interactions with any other Members, exceed the amounts you have paid or owe for bookings via the Parkwell Platform as a Driver in the twelve (12) month period prior to the event giving rise to the liability, or if you are a park owner, the amounts paid by Parkwell to you in the twelve (12) month period prior to the event giving rise to the liability, or ten thousand Naira (₦10,000), if no such payments have been made, as applicable. The limitations of damages set forth above are fundamental elements of the basis of the bargain between Parkwell and you.
To the maximum extent permitted by applicable law, you agree to release, defend (at Parkwell’s option), indemnify, and hold Parkwell and its affiliates and subsidiaries, including but not limited to, Parkwell Payments, 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 Terms or our Policies or Standards, (ii) your improper use of the Parkwell Platform or any Parkwell Services, (iii) your interaction with any Member, stay at a Park, or other Park owner Service, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, stay, participation or use, (iv) Parkwell’s Collection and Remittance of Occupancy Taxes, or (v) your breach of any laws, regulations or third party rights.
19. Dispute Resolution and Arbitration Agreement
19.1 Overview of Dispute Resolution Process. Parkwell is committed to participating in a consumer-friendly dispute resolution process. To that end, these Terms provide for a two-part process for individuals to whom: (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.
19.2 Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, you and Parkwell 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
19.3 Agreement to Arbitrate. You and Parkwell 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.
19.4 Exceptions to Arbitration Agreement. You and Parkwell 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).
19.5 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.
19.6 Jury Trial Waiver. You and Parkwell acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable Disputes.
19.7 No Class Actions or Representative Proceedings. You and Parkwell acknowledge and agree that, to the fullest extent permitted by 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 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 19.7 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.
19.8 Severability. Except as provided in Section 19.7, 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.
19.9 Changes. Notwithstanding the provisions of Section 3 (“Modification of these Terms”), if Parkwell changes this Section 19 (“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.
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Parkwell Platform (“Feedback“). You may submit Feedback by emailing us, through the “Contact” section of the Parkwell Platform, or by other means of communication. 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, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.
21. General Provisions
22.1 Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, these Terms constitute the entire Agreement between Parkwell and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between Parkwell and you in relation to the access to and use of the Parkwell Platform.
22.2 No joint venture, partnership, employment, or agency relationship exists between you and Parkwell as a result of this Agreement or your use of the Parkwell Platform.
22.3 These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.
22.4 If any provision of these 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.
22.5 Parkwell’s failure to enforce any right or provision in these 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 Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.
22.6 You may not assign, transfer or delegate this Agreement and your rights and obligations hereunder without Parkwell's prior written consent. Parkwell may without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, with 30 days prior notice. Your right to terminate this Agreement at any time remains unaffected.
22.7 Unless specified otherwise, any notices or other communications to Members permitted or required under this Agreement, will be provided electronically and given by Parkwell via email, Parkwell Platform notification, or messaging service.
22.8 If you have any questions about these Terms please email us.