Business Portal Terms and Conditions

1. DEFINITIONS and INTERPRETATION  

1.1 Definitions 

For the purposes of this Agreement, unless the context otherwise necessarily requires: 

Agreement means this document, including any schedule or annexure to it, as amended from time to time; 

Authorised Parker means the Business, its employees, agents, contractors, customers and invitees. 

Business Portal Account means the car parking billing convenience system supplied by Secure Parking Pty Ltd; 

Business Portal Account Program means the car parking discount program as outlined in clause 2 of this Agreement; 

Business Booking Portal means the online portal to make online bookings pursuant to this Agreement. 

Business Day means a day that is not a Saturday, Sunday or any other day which is a public holiday or a bank holiday in the place where an act is to be performed or a payment is to be made; 

Business Parking Rate means the rate set out in the Schedule. 

Casual Parking Fees means the casual parking fees payable at Participating Car Parks if not pre-booked online. 

Commencement Date means the commencement date specified in the Schedule. 

Confidential Information means information in any form or on any medium of a confidential, secret or a sensitive nature which the receiving party knows or ought reasonably to know is confidential whether it is marked or expressed to be "confidential" or "secret" and includes but is not limited to information concerning: 

1. the parties, their staff, employees, contractors and customers; 
2. this Agreement; 
3. financial information of any party; and 
4. Intellectual Property. 

Expiry Date means the date specified in the Schedule; 

GST means tax that is payable or imposed as goods and services tax under the GST Act; 

GST Act is the Act of parliament titled A New Tax System (Goods and Services Tax) Act 1999; 

Intellectual Property means all forms of intellectual property throughout the world including patents, petty patents, innovation patents, patentable inventions, know-how, trademarks (whether registered or unregistered), copyright, registered and registrable designs, circuit layout rights, applications for registration of any of the foregoing and rights to apply for registration of any of the foregoing 

Licence Start Date means that date described in your Application. 

Minimum Charge means the amount set out in the Schedule. 

Parking Conditions means the terms and conditions of entry and use at Participating Car Parks as published by or displayed at the relevant car park from time to time. 

Parking Fees means the aggregate of all fees payable in respect of bookings made by the Business pursuant to this Agreement. 

Participating Car Park means a car park operated or managed by a Secure at which bookings can be made using the Online Booking System. 

PIN means the personal identification number to be used by the Business and Authorised Parkers to access Participating Car Parks under the Business Portal Account Program. 

QR Code means quick response code to be used by the Business and Authorised Parkers to access Participating Car Parks under the Business Portal Account Program. 

Secure means Secure Parking Pty Ltd as trustee for the Secure Kings Unit Trust and includes Secure’s assigns and successors and if the context requires it also includes Secure’s servants, agents and contractors and you also includes your successors, servants, agents and contractors. 

Online Booking System means Secure’s online booking platform for booking car spaces at Participating Car Parks; 

Secure Car Park means any car park identified in your Application where a Permanent Parking Space is located; or any participating Secure Parking car park you enter or park in under this Agreement. 

Secure Website means www.secureparking.com.au

Schedule means the schedule to this Agreement. 

Standard Rate means the advertised rate on Secure’s Online Booking System on the Secure Website. 

Vehicle means each vehicle used by an Authorised Parker. 

Term means the term of this Agreement commencing on the Commencement Date and expiring on the earlier of the Expiry Date and the date this Agreement is terminated; 

 

1.2 Interpretational Rules 

Rules of interpretation will apply to this Agreement as specified in this provision, unless the context otherwise requires: 

1. headings and subheadings are for convenience only and do not affect interpretation, except for specified cross-references; 
2. words denoting the singular number include the plural, and the converse also applies; 
3. words denoting any gender include all genders; 
4. any reference to a party to any agreement or document includes its successors and permitted assigns and substitutes by way of novation; 
5. any reference to a clause, schedule, exhibit attachment or annexure is a reference to a clause, schedule, exhibit, attachment or annexure to or of this Agreement; 
6. any reference to ‘person’ includes both a corporate or trust entity and individual 
7. any covenant, agreement or liability on the part of two or more persons is deemed to bind them jointly and each of them severally; 
8. the words ‘include’, ‘including’, ‘for example’ or ‘such as’ and similar expressions when used in this Agreement are without limitation; 
9. ‘at any time’ includes reference to past, present and future time and the performance of any action from time to time and any liability at all times during any specified period; 
10. ‘claim’ includes any claim, demand, request, requisition, notice, direction, allegation, objection, action, proceeding, damage or judgment arising in any manner and at any time, and whether present, immediate, unascertained, future or contingent; 
11. cost includes any cost, charge, expense, disbursement, fee, commission, outgoing, premium, tax, levy, fine, penalty or loss incurred at any time, whether directly or indirectly; 
12. default includes any default, breach, non-performance, non-compliance or repudiation; 
13. liability includes any liability or obligation of any nature, whether present, prospective or contingent; and 
14. loss includes any loss, cost, damage or liability. 

 

2. BUSINESS PORTAL ACCOUNT PROGRAM 
The Business Portal Account Program is an online car parking booking and billing convenience programme as outlined below. 

2.1 Upon entering this Agreement Secure will provide the Business access to a portal to pre-book parking using PINs or QR Code to distribute to Authorised Parkers;  

2.2 subject to clause 3, where the Business makes a booking to park at a Participating Car Park in accordance with this Agreement, Secure will charge the Business at the Parking Rate per booking unless cancelled according to the Online Booking System terms and conditions. 

2.3 Secure will invoice the Business for all Parking Fees incurred each month and the Business must pay such Parking Fees in accordance with this Agreement. 

2.4 The Business acknowledges and agrees that Secure may, at its sole discretion, determine what information, data, features and functionality is made available to the Business in connection with the Business Portal Account Program via the Secure Website.  

2.5 The Business agrees to comply with any terms that Secure may specify in relation to the Business’s use of the Secure Website. 

2.6 The Business acknowledges and agrees that the Online Booking System terms and conditions displayed on the Secure Website are incorporated into this Agreement and the Business must comply with the same. 

 

3. PARKING FEES 

3.1 If an Authorised Parker uses a PIN or QR Code to enter a Participating Car Park, Secure will process, administer and manage the billing of the Parking Fees to the Business. 

3.2 Notwithstanding any other provision, the Business will be charged the greater of the aggregate of all Parking Fees for a month and the Minimum Charge. 

3.3 If the required PIN or QR Code is not entered or scanned  correctly at the entry and exit of the relevant Car Park then the standard drive-up Casual Rate for the relevant Car park will be payable 

3.4 Secure may elect to increase the agreed Business Parking Rates with one month’s notice. Notice will be provided via email to the authorised  Contact Person 

 

4. INVOICING AND PAYMENT OF PARKING FEES 

4.1 Secure will issue the Business an invoice and transaction report at the end of each month and the Business must pay to Secure the Parking Fees by direct debit in accordance with the Schedule on and from the Commencement Date. 

4.2 The parties agree that the Business is primarily liable to Secure to pay the Parking Fees and that such amounts constitute a debt payable to Secure.  

4.3 The Business must pay the invoice within 30 days from the date of issue of the relevant invoice.  

4.4 The Business is solely responsible for obtaining reimbursement from Authorised Parkers of Parking Fees paid by the Business or reimbursing Authorised Parkers for payment of Casual Rates, as applicable. 

4.5 For the avoidance of doubt:  

1. Secure is not responsible for collection of Parking Fees from Authorised Parkers;  
2. The Business bears all risks of any Authorised Parker failing to use the PIN or scanning the QR Code and having to pay the Casual Parking Fees; and  
3. Secure has no liability to the Business if an Authorised Parker fails to pay the Parking Fees or Casual Parking Fees to the Business. 

4.6 Unless otherwise agreed, the Business will pay Secure by direct deposit to the bank account nominated by Secure Parking in Australia in Australian dollars. 

4.7 The Business must pay interest on demand to Secure in respect of any amounts, fee or charge not paid when due under this Agreement.  Interest is to be calculated daily at the cash target rate published by the Reserve Bank of Australia from time to time plus a margin of 3% per annum. If that rate is unavailable Secure may choose a reasonably equivalent rate.  

4.8 Credit card surcharge of 2% applies. No surcharge applies to manual bank payments or bank payments via direct debit 

 

5. CUSTOMER OBLIGATIONS 

5.1 The Business acknowledges and agrees that it; 

1. must and must ensure that any Authorised Parker for which it makes a booking and issues the associated PIN or QR Code, enters the PIN or scans the QR Code into the ‘Car Park Equipment’ on entry and exit of the relevant Car Park. 
2. must and must ensure that its Authorised Parkers comply with the Parking Conditions; 
3. must indemnify Secure in respect of all losses, costs or expenses which Secure suffers or incurs in respect of: (a) a breach of this Agreement by you or your Authorised Parker, including enforcing them; (b) the Vehicle; or (c) your use, or your Authorised Parker’s use, of a Secure Car Park.  In the case of paragraphs (b) and (c) your liability to indemnify Secure is reduced to the extent that any relevant expense is caused by Secure’s negligence or default; 
4. must keep all Confidential Information confidential. 

 

6. SECURE PARKING OBLIGATIONS 

6.1 Secure will provide the Business with access to the Business Booking Portal to pre-book parking for it and its Authorised Parkers. 

6.2 Upon making a booking pursuant to clause 6.1, the Business will create a PIN or QR Code to allow entry and exit from the relevant Participating Car Park. 

6.3 Secure agrees to make available to the Business access to the Business Booking Portal to make online bookings at the agreed Parking Rates at Participating Car Parks for its Authorised Parkers.     

 

7. ASSIGNMENT 

7.1 The Business must not assign any interest under this Agreement. 

 

8. PRIVACY 
The Business represents and warrants that:  

8.1 it must comply with the provisions of the Privacy Act as if they were the provisions of this Agreement; 

8.2 it is entitled to provide all information it provides under this Agreement to Secure concerning Authorised Parkers, and if it provides Personal Information to Secure, it will not breach the Privacy Act by doing so; and 

8.3 it has given all notices required by the Australian Privacy Principles to each Authorised Parker and has obtained all consents required by the Australian Privacy Principles from the Authorised Parker. 

 

9. INDEMNITY and RELEASE 

9.1 Except to the extent the same is covered by any insurance policies which Secure has affected in respect to the relevant Car Park, the Business indemnifies and must keep indemnified Secure against any liability for loss, damage, injury or death to the extent caused by the Business’s act, default or negligence or that of its Authorised Parkers. 

9.2 To the extent permitted by law, the Business releases Secure from any claim, action, damage, loss, liability, cost or expense which the Business incurs or is liable for in connection with any damage, loss, injury or death of any person or property occurring on or in the relevant Car Park except to the extent that it is caused by the act, default or negligence of Secure, its employees or others under its control. 

 

10. TERM and TERMINATION 

10.1 This Agreement commences on the Commencement Date and shall endure until terminated in accordance with this Agreement.  

10.2 Without prejudice to any other remedies which a party may have at law or in equity, that party (“the first party”) will have the right to terminate this Agreement automatically and without prior notice if: 

1. the other party fails to pay an amount on the due date for payment under this Agreement and fails to remedy such breach within 14 days after notice from the first party to remedy that failure; 
2. except where clause 10.2(a) applies, the other party fails to perform or observe any of its other obligations under this Agreement and fails to remedy such breach within 14 days after a notice from the first party to remedy that failure;  
3. the other party breaches any material obligation under this Agreement and that obligation is not capable of remedy;  
4. the other party suffers an Insolvency Event. 

10.3 Despite any other provision of this Agreement, a party may terminate this Agreement without cause by giving the other party 30 days written notice ending on any day.   

11. EFFECT OF TERMINATION 

11.1 On and from the date of termination the Business and all Authorised Parkers shall not be entitled to use the PINs or QR Code.  

11.2 The Business must immediately notify Authorised Parkers that they are no longer entitled to use the PIN or QR Code.  

11.3 From the date of termination, PINs or QR Codes will no longer operate at any Secure car park. 

11.4 Each party must immediately deliver up to the other at its own cost (or destroy if requested by the relevant party), all Confidential Information (including electronically stored materials but only to the extent practicable) that belongs to another party as well as all materials including promotional collateral and other documents except to the extent required for its corporate governance, legal or regulatory purposes.  

12. NOTICES 

1. A notice or other communication connected with this Agreement ("Notice") must be in writing, legible and in English. 
2. In addition to any other method of service provided by law, the Notice may be sent by prepaid post or delivered to the address of the addressee set out in this Agreement or subsequently notified. 
3. A Notice must be treated as given and received: 
   1. if sent by post, on the 2nd???Business Day (at the address to which it is posted) after posting; or 
   2. if otherwise delivered before 5???p.m. on a Business Day at the place of delivery, upon delivery, and otherwise on the next Business Day at the place of delivery. 
4. A Notice sent or delivered in a manner provided by clause???12(b) must be treated as validly given to and received by the party to which it is addressed even if: 
   1. the addressee has been liquidated or deregistered or is absent from the place at which the Notice is delivered or to which it is sent; or 
   2. the Notice is returned unclaimed. 
5. Any Notice by a party may be given and may be signed by its solicitor, a director, officer or general manger. 

 

13. COSTS  

Each party must pay its own costs in relation to the negotiation, preparation, execution and performance of this Agreement. 

 

14. TRUSTEE LIMITATION OF LIABILITY  

14.1 The parties acknowledge that Secure Parking Pty Ltd ACN 108 043 689 (Trustee) enters into this agreement solely as trustee for Secure Kings Unit Trust ABN 31 669 236 037 (Trust), and in no other capacity. 

14.2 The Trustee will not in any circumstance be liable under this Agreement in its personal or private capacity but solely as trustee for the time being of the Trust. 

14.3 Any liability or obligation of the Trustee arising under or in connection with this Agreement: 

1. is limited; and  
2. can be enforced against the Trustee only, 

to the extent to which it can be satisfied out of the assets of the Trust and the right of any party other than the Trustee to recover any amount is limited to a right to recover an amount not exceeding the amount which the Trustee is indemnified for and entitled and able to recover from the assets of the Trust and no further claim may be made against the Trustee personally. 

14.4 The restrictions in clauses 14.2??? and 14.3 do not apply to any Trustee liability to the extent to which there is, whether under the trust deed of the Trust or by operation of law, a reduction in the extent of Trustee’s indemnification, or in respect of which the Trustee is not entitled to be indemnified, out of the property of the Trust, as a result of the Trustee’s fraud, negligence or breach of trust. 

14.5 This clause applies despite any other provision of this agreement or any principle of equity or law to the contrary. 

 

15. GENERAL  

15.1 GST 

All costs, fees and monetary sums referred to in this Agreement do not include GST (unless specifically stated).  The recipient of a supply made under as pursuant to this Agreement must pay all GST payable on the supply, in addition to the consideration payable for the supply, at the same time as the consideration is made. For the purposes of this clause 15.1, terms such as “supply" and "consideration" have the same meanings as defined in A New Tax System (Goods and Services Tax) Act 1999 (Cth). 

15.2 Amendments 

Any amendment of this Agreement will have no force or effect, unless effected by a document executed by the parties. 

15.3 Further Assurance 

Each party must execute any document and perform any action necessary to give full effect to this Agreement, whether prior or subsequent to performance of this Agreement. 

15.4 Severability 

Any provision of this Agreement which is invalid in any jurisdiction will be invalid in that jurisdiction to that extent, without invalidating or affecting the remaining provisions of this Agreement or the validity of that provision in any other jurisdiction. 

15.5 Counterparts 

This Agreement may be executed in any number of counterparts, all of which taken together will be deemed to constitute one and the same document. A copy of this document executed by a party and transmitted by electronic means in PDF shall be deemed a legally valid and binding execution of the document by that party and shall be deemed a counterpart of this Agreement. 

15.6 Governing Law 

This Agreement is governed by the laws of the State of New South Wales and the parties submit to the non-exclusive jurisdiction of that State. 

 

16. ACKNOWLEDGEMENT  

The Business acknowledges and agrees that particular car parks may be unavailable due to unforeseen circumstances. The Business may be directed to another car park or it will not be charged if a Participating Car Park is unavailable at the required entry time. Secure will not be liable and the Business releases Secure from any claim, action, damage, loss, liability, cost or expense whether in contract, tort or equity which the Business incurs or is liable for in connection with a Participating Car Park not being available at the required entry time following a booking. 

 

17. Booking Period 

17.1 Without limiting any other provision of this agreement: 

1. You expressly acknowledge and agree that the payment of the Parking Fees requires Vehicles to park in accordance with the Parking Conditions and the terms and conditions of use of the Business Booking Portal available on the Secure Website. Parking bays marked as reserved for monthly parkers are not available for use by Vehicles. 
2. If you have made an “Early Bird” booking the Authorised Parker must enter and exit the Participating Car Park with their Vehicle during the specified booking period. If the relevant Vehicle: 

arrives before the booking period starts, use of the access method options provided for the relevant booking will not work and the Authorise Parker must return later or You will be charged the Casual Parking Fee for hourly parking applicable at the Participating Car Park; 

exits before the specified exit time for the booking, use of the access method options for that booking will allow the Authorise Parker to exit the relevant Participating Carpark and your nominated account will be debited an additional amount (Understay Charge) equal to the difference between the cost of the original booking and the costs associated with the Casual Parking Fee for hourly parking equivalent to the duration of the Vehicle’s actual stay in the car park (Understay Period). For the avoidance of doubt, the Understay Charge is in addition to the Parking Fees; 

exits after specified exit time for the relevant booking, use of the access method options provided for the relevant booking will allow the Authorised Parker to exit the relevant Participating Carpark and your nominated account will be debited an additional amount (Overstay Charge) equal to the Casual Parking Fees  for hourly parking that apply to the duration between the specified exit time on the relevant Vehicle booking  and the actual time that the Vehicle leaves (Overstay Period), and you will not be entitled to a refund of the Parking Fees.