Operator Booking Terms and Conditions

Booking Operator terms and conditions

(version May 15, 2019)

Introduction

TruckParking B.V. (“TPE”) offers an online booking Platform (the “Platform”) allowing Parking Operators to make available their Parking Services (as defined below) for Users to book such Parking Services throughout Europe (together the “Service”). On our Platform it is also possible for Users to exchange experiences on Parking Services (such as in relation to Parking locations, gas stations and other facilities and services at truck rest stops in certain regions).

These terms and conditions are available on https://www.truckparkingeurope.com/operator-booking-terms-and-conditions/ and apply to all our Services made available to the Parking Operator, through any mobile device, by email or other means. These conditions apply to every Agreement. TPE hereby expressly rejects the applicability of terms and conditions that the Parking Operator seeks to impose or incorporate.

Through the Platform, we (TruckParking B.V. and its (future) affiliate partners) provide an online platform through which Parking Operators – in their professional conduct of business (i.e. B2C or B2B) – can advertise, market, promote and/or offer (as applicable) their Parking Services for order, purchase, reservation and/or hire by Users, and through which relevant visitors of the Platform and Users can discover, search, compare, and (when registered) make an order, reservation, purchase and/or payment with us (i.e. for the booking and use of the relevant Parking Services).

TPE solely acts as a provider of the Service to the Parking Operator and/or the User. TPE is not liable for any obligations and/ or financial damages relating to the Service and/or the Parking Service.

By accessing, browsing and using our (mobile) website or any of our applications through whatever platform and/or placing one or more Parking Services or confirming Reservations on our Platform, you acknowledge and agree to have read, understood and agreed to the terms and conditions set out below (including the privacy statement).

1. Definitions

1.1. Throughout these terms and conditions the following capitalized words have the following meaning (whether singular or plural):

“Agreement” means every agreement entered into by TPE and the Parking Operator regarding the provision of the Service and Parking Services.

“Available Period” means the period of time that the Parking will be accessible and the Parking Services available for Users, as indicated through the Platform.

“Parking Fees” means the compensation due by Users to TPE for using (part of) the Parking Services.

"Parking" means the parking location containing Parking Spaces which the Parking Operator.

“Parking Operator” means the professional provider of Parking(s) to whom TPE provides Services under these terms.

“Parking Operator Fee” means the fee that the Parking Operator will charge to TPE for the Parking Services.

“Parking Services” means the services delivered by a Parking Operator to TPE at one or more Parking locations, which TPE will make on its turn available and can be booked (collectively or separately) by Users on the Platform, such as non-reserved parking space, security services, truck washing, truck service and maintenance facilities, fuel station, food and beverages facilities, entertainment and resting facilities, personal health and hygiene facilities (showers, toilets etc.), lockers, changing rooms (exact services may vary per Parking).

“Parking Space” means one or more (non-reserved) parking spaces on the Parking that is part of the Parking Services.

"Platform" means a (mobile) website, app and/or platform on through which the Service is (made) available to both the Parking Operator and Users.

"Reservation" means the booking or reservation by a User of (a) relevant Parking Service(s) through the Platform, which is made with TPE and TPE automatically makes with the Parking Operator.

"Service" means the online service of providing access to i.e. the use of, the Platform, allowing Parking Operators to make available Parking Services (i.e. advertise, market, promote and/or offer the Parking Services) and Users to book, to discover, search, compare, make an order, reservation, purchase and/or pay for Parking Services.

"TPE", "us", "we" or "our" means TruckParking B.V., the Netherlands, a limited liability company incorporated under the laws of the Netherlands, and having its registered address at Energieweg 1, 3542 DZ Utrecht, the Netherlands.

“TPE Fee” means the compensation due by the Parking Operator to TPEfor the Services.

“User” means any registered user of the Platform, Parking Services and/or the Service, including planners and drivers.

 

2. Parking Operator rights and obligations

2.1. The Parking Operators shall deliver the Parking Services allowing TPE to resell the Parking Services to the Users.

2.2. The Parking Operator warrants that the Parking Services, including the Parking and the Parking Spaces, will be exclusively accessible and available to Users via the Platform during the Available Period. The Parking Operator may change the availability of the Parking Services via the Platform at any time.

2.3. The Parking Operator shall only make the Parking Services available to the User who made the Reservation or by the vehicle driver appointed by the User and only within the agreed period. The User shall not be allowed to lease the Reservation and/or Parking Space or make it available to third parties.

2.4. The Parking Operator or a third party designated by the Parking Operator must be reachable and available during the Available Period for offering assistance and support to Users in case of emergency.

2.5. The Parking Operator has taken note of TPE’s User terms and conditions as imposed by TPE on the Users and the Parking Operator is aware of the User’s obligations and rights in that regard.

2.6. The Parking Operator warrants that it is authorized to make the Parking Services (including the Parking and the Parking Spaces) available during the Available Period and shall indemnify TPE for any loss suffered as a result of any breach of this warranty.

2.6. The Parking Operator ensures that it provides TPE with a valid VAT identification number. Should the Parking Operator fail to do so, the Parking Operator shall be liable for, and the Parking Operator will forthwith reimburse TPE for, any financial damages including but not limited to tax assessments.

 

3. TPE rights and obligations

3.1. TPE shall place and keep available on the Platform the Parking Services information that is made available by the Parking Operator through TPE’s API during the Available Period. TPE reserves the right to withdraw (the availability of) the Parking Services via the Platform where it considers it necessary to do so based on good reasons.

3.2. TPE is entitled to disclose that the Parking Operator is TPE’s client. During the term of the Agreement, and unless otherwise agreed in writing, the Parking Operator grants TPE the right to reference Parking Operator’s company and Parking name, along with relevant logo(‘s), in marketing materials and on TPE’s public website.

3.3. TPE shall collect Parking Fees due on a best efforts basis. TPE may suspend payment of the Parking Operator Fees, until the User has fully paid the Parking Fees.

3.4. TPE will not be responsible for any business rates payable in relation to any Parking and or the services provided at a Parking provided by the Parking Operator to a User which are not covered by a Reservation. If any such rates are deemed payable, they shall be the sole responsibility of the Parking Operator. If any User pays the Parking Operator directly, the use of the Parking and any service shall not be deemed sold by TPE.

3.5. TPE may process and adapt the Parking Operator’s texts, graphical presentations and other content and information in such a way that these can be displayed on the Platform, in apps and through the API as required. The presentations may vary, depending on the platform used.

3.6. TPE endeavors to ensure the availability and correct functionality of the Platform however it does not guarantee the correctness and completeness of the information contained therein, including the identity and further details of the Users. The Platform (or parts of it) may be temporarily unavailable or availability might be limited for maintenance or other reasons, without any claims against TPE arising for the Parking Operator.

 

4. Misconduct by Users

4.1. In case of unauthorized use of a Parking and/or a Parking Space or misconduct by a User, the Parking Operator may inform TPE.

4.2. In case of such misbehavior, TPE will be at liberty to decide when and how to deal with such User at its sole discretion. TPE shall inform the Parking Operator and User of final settlements resulting from TPE’s decisions in that regard.

 

5. Exclusivity

5.1. During the term of the Agreement, the Parking Operator will not enter into any agreement with (nor enter into consultations with or otherwise deal with) a third party providing similar services as TPE where such agreement, consultation or dealing would be in competition with the service provided by TPE.

 

6. Fees and payment

6.1. The manner in which the Parking Operator Fee and the TPE Fee will be calculated will be provided in the Agreement.

6.2 Within seven (7) days of the end of each calendar month, the Parking Operator will, if and to the extend applicable, provide TPE with an overview of any bookings and/or payments that Users made with and to the Parking Operator directly on which basis the TPE Fees will determined. These bookings and payments will constitute transactions between the Users and the Parking Operator directly, even if such transaction was the subject of a Reservation. In this case, TPE will send an invoice for an amount that equals the TPE Fees for these transaction(s), which TPE is allowed to set off against the Parking Operator Fees due by TPE.

6.3. Subject to receipt of the overview as described under clause 6.2 above, TPE will provide the Parking Operator, within fourteen (14) days of the end of each calendar month, with an overview of (i) the Reservations, (ii) the amount of the Parking Fees received, (iii) the Users that Reserved, but did not use or pay for Parking Space(s) (no-show), and (iv) the total Parking Operator Fee of the relevant month.

6.4. Within thirty (30) days following the end of each calendar month, TPE will pay the Parking Operator Fees payable in that calendar month after deduction of any TPE fees due to the Parking Operator upon receipt of an invoice.

6.5. TPE is entitled to set off any amounts owed by it to the Parking Operator against any payment owed by the Parking Operator to TPE. All monthly payments under this Agreement shall be made to the bank accounts mentioned in each relevant statement.

6.6. If and to the extent that there is a discrepancy between the Platform’s administration and the overview as referred to under clause 6.2 and 6.3 above, our administration shall be decisive.

 

7. Terms and termination

7.1. The Agreement between the Parking Operator and TPE shall commence on the date of acceptance/ signing of the Agreement and shall be effective until terminated in accordance with clause 7.2.

7.2. Either party is entitled to terminate the Agreement by written notice to the other party, taking into account at least a three (3) months’ notice period.

7.3. Each party shall have the right to terminate the Agreement, by written notice, with immediate effect if: 7.3.1. the other party is declared bankrupt or has been granted suspension of payment or if a petition requesting bankruptcy or suspension of payment is filed by or on behalf of the latter;

7.3.2. a liquidator, receiver, trustee or administrator is appointed for the other party or its business;

7.3.3. the other party becomes insolvent or admits its inability to pay its debts as they fall due or commences negotiations with one or more of its creditors with the view to a general readjustment or rescheduling of all or part of its indebtedness; or

7.3.4. the other party is in material breach of any provision of this Agreement and fails to remedy such breach within thirty (30) days after notice of such breach and the request for the remedy thereof has been received by the breaching party.

7.4. Bookings for Parking Spaces existing at the date of termination shall remain unaffected by termination (however caused) of the Agreement.

7.5. TPE shall pay any fees owed to the Parking Operator in accordance with clause 6 within 45 days of the end of the calendar month in which the Agreement is terminated.

 

8. Intellectual property rights and license

8.1. We retain ownership of all (intellectual property) rights, title and interest to the Platform (including all content made available by the Parking Operator in the Platform). You are not entitled to copy, scrape or otherwise use the content without our consent.

8.2. By uploading text, photos/images or other content onto our Platform (for example in relation to the Parking) you warrant that you own the copyright to this content and you agree that TPE may use the uploaded content on its (mobile) website and app, in (online/offline) promotional materials and publications and share the uploaded content with 3rd parties through our API.

 

9. Miscellaneous

9.1. Disclaimer: Subject to the limitations set out in these terms and conditions and to the extent permitted by law: we shall only be liable for direct damages actually suffered, paid or incurred by the Parking Operator due to an attributable shortcoming of our obligations in respect of our obligations under the Agreement, up to an amount of the aggregate fees payable to the Parking Operator in the six months directly preceding the liability event. We are not liable, to the extent permitted by law, for any damage, whether inflicted by/to the Parking Operator, Users or 3rd parties, resulting from theft and loss of, or other damage to the Parking, vehicles (or other belongings) of Users and you will indemnify us for any losses or damages of any third party or User unless such loss of damage is directly caused by a breach of the Agreement by us or our gross negligence (ernstige nalatigheid) of willful default (grove schuld).

9.2. Assignment: The Parking Operator shall not transfer its rights and obligations under the Agreement to a third party without express permission from TPE, which permission shall not be denied or delayed on unreasonable grounds.

9.3. Variation: TPE reserves the right to amend the Agreement (including these terms and conditions). Such amendments will take effect after TPE makes these amendments known to the Parking Operator.

9.4. Translation: We may translate the original English version of these terms and conditions into other languages. The translated version is a courtesy translation only. This means that you cannot derive any rights from the translated version. In case of any dispute about the contents or interpretation of these

terms and conditions or an inconsistency or discrepancy between the English version and any local language version, the English version shall prevail.

9.5. Governing law: The Agreement, these terms and conditions and the provision of our Services shall be governed by Dutch Law. Any dispute arising out of these terms and conditions and/or our Services shall be exclusively submitted to the competent courts in Amsterdam, the Netherlands.

 

 

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