Commercial car park terms of service
THESE TERMS (Partnership Agreement) are between BAYZ PARKING SDN. BHD. (Bayz), and you (Host).
By using the Application, Site or Services as an end-user or host, you agree to comply with and be legally bound by the Terms of Service ("Terms"), whether or not you become a registered user of the Services. These Terms govern your access to and use of the Application, Site and Services.
BAYZ PARKING SDN. BHD., as the proprietor of the BayzTM app and service, is responsible for the design, maintenance and remote operations troubleshooting for the BayzTM app and service.
You are a hotel, condominium or other commercial building or complex, or parking management company, making a number of parking spaces available through the BayzTM app and service.
- Bayz and the Host (the Parties) mutually intend to bring together their resources and expertise to offer some or all of the Host’s parking facilities to the general public (End-users) through the BayzTM app-based parking service (Service) developed and owned by Bayz (the Partnership).
- Details of the responsibilities of each of the Parties and the specifics of this agreement are provided in Appendix A of these Terms
- The Parties hereby recognise the requirement of both Bayz and the Host to each generate revenue and income from the Partnership which is reflective of each of the Parties’ level of direct investment in the Partnership, which can otherwise be referred to as the spirit of this agreement.
- Joint operating activities between the Parties will commence at the discretion of Bayz, subject to any other agreement between the Parties.
NOW, THEREFORE, Bayz and the Host agree as follows:
Article 1 – SCOPE OF WORK
1.1. Outline and Responsibilities
The Objectives, Key Tasks and Deliverables for each of the Parties are described in Appendix A.
Article 2 – PAYMENT
2.1. Payment Amount
Payment will be from Bayz to the Host on a monthly basis as described in Appendix A, and will typically be according to the schedule of fees provided in Appendix A.
2.2. Statements and Invoicing
Invoicing will be managed automatically and monthly statements will be issued from Bayz to the Host upon closing of each monthly account.
Article 3 – SUPERSEDING EFFECT
This Partnership Agreement, together with all attachments, supersedes all written or oral agreements, and in conjunction with Appendix A constitutes the entire agreement between the parties hereto.
Article 4 – INTERPRETATION
In the event of any conflict or inconsistency between the terms of this Partnership Agreement and the terms of an attachment hereto or any document referred to herein or in the terms of any attachment thereto, the terms of this Partnership Agreement shall prevail and govern the interpretation thereof.
Article 5 – AMENDMENT
This Partnership Agreement and the attachments hereto shall not be deemed or construed to be modified, amended or waived, in whole or in part, except by written agreement duly executed by the parties to this Partnership Agreement.
Article 6 – TERMINATION
Either party may terminate this agreement through a formal communication to the other party, effective immediately. In the event of termination by either party, any reinstatement of the Host premises to its original state will be the responsibility of the Host.
Article 7 – EXCLUSIVITY
7.1. Exclusive Negotiating Rights
For a period of time defined as the “Exclusivity Period”, the Host shall not approach or engage with any provider of, or develop or adopt, any competing product or service (“App-based parking solution”) other than the Service offered by Bayz.
7.2. Exclusivity Period.
The Exclusivity Period shall mean at any time during which this agreement remains in place. During the Exclusivity Period, the Host will not directly or indirectly, through any employee, agent or otherwise, and will not permit any of its agents to solicit, initiate or encourage, any alternative offers or proposals similar to or relating to the nature of this Partnership Agreement. The Host and Bayz agree that during the Exclusivity Period, the Host shall engage in Partnership Negotiations exclusively with Bayz and not any other provider in relation to the offered product. The Host hereby gives Bayz exclusive rights to negotiate a future Partnership Agreement.
Article 8 – LIABILITY AND INDEMNITY
The Host remains liable for any and all activity taking place on or around its premises either in direct or indirect relation to the Service, and any injury or property damage which may occur thereof.
The Host indemnifies Bayz against any and all responsibility for injury or damage which may occur on or around the Host’s premises, either as a direct or indirect consequence of the Service.
At all times, the Host is solely responsible for assigning its own security and administration staff that are either directly or indirectly involved with the Service, in compliance with all legal requirements and internal policies as required.
Article 9 – GOVERNING LAW AND VENUE
This Partnership Agreement shall be governed by and construed in accordance with the laws of Malaysia. The venue for any legal action shall be in Kuala Lumpur.
Article 10 – INTELLECTUAL PROPERTY
10.1. Intellectual Property
In the event that either party shall create or invent, or cause to be created or invented, in connection with the Service, any process, material or device protected under any patent or copyright law ("Intellectual Property"), the parties agree that the other party shall have the right to use, at no expense to such other party, such Intellectual Property.
10.2. Exclusive Rights
In the event that the Host shall create or invent, or cause to be created or invented, in connection with the Service, any Intellectual Property, the parties agree that Bayz has exclusive rights to use it and that no competing business product or service shall gain those rights whatsoever.
Article 11 – DISPUTES
Any dispute between the parties or their assigns arising out of this Partnership Agreement shall be subject to binding arbitration. Any dispute arising under or relating to this Partnership Agreement which is not settled by agreement of the parties shall be referred for adjudication by either party to a court of competent jurisdiction.
Article 12 – FORCE MAJEURE
Performance of a party shall be excused hereunder, and such party shall not be considered to be in breach hereof, in the event that such party's performance is rendered impossible or impracticable due to causes beyond the control of such party and not caused by the negligence or intentional act of such party, including such things as fires, floods, strikes, or embargos.
Article 13 – OFFICIAL NOTICES
Unless otherwise provided in this Partnership Agreement or its Attachments, any communication provided or permitted hereunder shall be in writing and addressed to the party for which it is intended. The Host shall forward official notices to Bayz as follows:
APPENDIX A – OUTLINE AND RESPONSIBILITIES
Article 14 – INTRODUCTION
Bayz is pleased to present a proposal whereby Bayz is exclusively allocated a portion of your parking. Bayz will make your allocated parking available to the general public through its mobile app.
Article 15 – SCOPE OF SERVICE
The scope of the BayzTM service is to make additional revenue for you from a designated number of parking spaces on your premises through the BayzTM mobile app. This will be on an exclusive basis and the clear aim will be to adjust this allocation over time to maximise parking space utilisation. The objectives, key tasks and deliverables of the Bayz service are as follows:
15.1. Objectives1. Provide you with an increase in core business income by supplementing its existing income with additional revenue from under-utilised parking spaces.
15.2. Key Bayz Tasks
- Supply you with a prominent marker on the Bayz in-app map;
- Provide you with stickers to clearly identify allocated Bayz parking spaces;
- Provide you and nearby businesses with other Bayz promotional material;
- Fully train your staff involved in the process; and
- Assess and monitor parking behaviour on an ongoing basis.
15.3. Bayz Deliverables
- A parking app;
- Stickers to be located at the allocated parking spaces1 ; and
- Periodic reports and assessments of revenue generated by Bayz for you (in addition to monthly statements).
Article 16 – HOTEL REQUIREMENTS
You will be required to do the following:
- Allocate a number of parking spaces to the Bayz service on an exclusive basis as described in Section 15.1 above;
- Allow and support the location of Bayz stickers at the allocated parking spaces;
- Allow and support the posting of Bayz promotional material;
- Ensure the purchase of twin tablets for running the host Bayz app in each location as described in Section 15.1 above; and
- Ensure location management and operation of the host app and devices.
1 Where greater than 70% of the total available visitor parking in a given facility is made available to Bayz, stickers for each allocated parking space will not be posted for practical and aesthetic reasons unless otherwise agreed by both parties.
Article 17 – PRICING AND INCOME
Bayz will, in consultation with you, price its parking fees at each of your parking locations so as to supplement your income through the attraction of additional parkers.
Bayz Parking reserves the right to adjust pricing and offer discounts to strategic Hosts and other individuals.
Article 18 – CHANGING THE NUMBER OF PARKING SPACES
You have the flexibility to change the number of parking spaces that are available at any of your Bayz locations through the Bayz service at any time. Bayz will contractually require 48 hours to make the necessary changes in its database. However, in practice Bayz can react within a few hours in urgent situations.
Changes could be to accommodate large, one-off events such as weddings or conferences, or simply to increase or reduce the baseload of parking spaces available through Bayz.
You can communicate such changes to Bayz by using the communication protocol described in the attached contract, or through the Bayz Parking website at www.bayzparking.com.
Article 19 – PAYMENT
Parking fees will be collected from parkers by the Bayz app when they check out from your parking. Bayz will make payments to you on a monthly basis. Payments will be made within 20 working days from the end of each calendar month. With every monthly payment, you will also receive an E-mailed PDF statement for each of its Bayz locations showing a clear illustration of the income received through the use of the Bayz app.
In the event that there is any delay in processing a monthly payment (e.g. if parkers fail to check out before midnight on the last calendar day of the month), you will be informed in a timely manner.