Parkos and Publisher collectively as: 'Parties'.

Considering that: Have agreed as follows:

Article 1. Nature of the agreement

  1. Publisher is held and entitled by Parkos to offer Parkos parking products / services to travelers for their own account and risk for the duration of this agreement. 

  2. The Publisher must refer as many Passengers as possible to Parkos in order to provide the Passengers with a product or service from Parkos. Per assigned traveler, which concludes an agreement with Parkos and fulfills this agreement (hereafter referred to as 'attached Traveler'), Parkos owes compensation to Publisher. 

  3. Travelers can enter into an agreement with Parkos via Publisher. In that case, Travelers enter into an agreement with Parkos and not with Publisher. Parkos shall indemnify Publisher against all claims by Passengers in the context of compliance with this agreement. 

  4. By entering into this agreement, the Parties do not constitute a partnership, general partnership, public company, joint venture or comparable partnership. 

  5. Publisher expressly does not make any promises or guarantees about numbers of Passengers, closed agreements and the like. Such numbers in Publisher's advertisements must be understood as non-binding indications. 

  6. At the start, Publisher must fill in completely and truthfully the information requested by Parkos such as name, address, VAT number and such. 

  7. Parkos acts as parking partner of Publisher. 

  8. Publisher is not authorized to perform acts as representative of Parkos.

Article 2. Promotion by Publisher

  1. Publisher must make promotion for Parkos for the purpose of the agreement, which may be done within the scope of this article. 

  2. With the promotion, Publisher may only use self-produced materials such as texts and images, and not use materials from Parkos. 

  3. The prohibition referred to in the previous paragraph does not apply to materials supplied by Parkos as promotional like the trade name, brand and logo of Parkos. These materials may only be used in unmodified form. Parkos is entitled to impose conditions regarding the way Publisher uses the aforementioned materials.

  4. Parkos indemnifies Publisher of copyright claims of third parties with regard to the promotional materials supplied by Parkos. 

  5. Publisher is not allowed to: 
    To carry out a promotion through unsolicited electronic communication via e-mail, SMS or similar medium ("spam");
    Call promotional statements by automated means, and / or
    Display promotional expressions in a manner that is harmful or reasonable for Parkos' reputation.

  6. Publisher will not make any statements regarding Parkos that are incorrect or violate relevant legislation, such as legislation on comparative advertising, unfair commercial practices or consumer rights.

  7. If Parkos has a reasonable suspicion that Publisher acts contrary to the provisions of this article, he will inform Publisher accordingly. Publisher and Parkos will then consult with each other to determine how the Publisher's actions need to be adjusted.

Article 3. Compensation for the agreement

  1. Parkos will pay Publisher a commission rate of 8%, per sold parking product. The commission is calculated on the total amount of the parking product, excluding VAT. The total amount is exclusive of additional products and excluding costs for the processing of payments. 

  2. The Publisher is entitled to a commission if the parking products and / or services have been purchased through the link on the Publisher's website or via a mailing sent by the Publisher. 

  3. Payment to the Publisher will only take place if Parkos has approved the Passenger's request and the Passenger has fulfilled the agreement. Approval of the application is at the discretion of Parkos and will take place on predefined criteria drawn up by Parkos. 

  4. If the Traveler cancels the service and / or product, the Publisher cannot claim the relevant commission. 

  5. Parkos may refuse a fee for proof of fraud. 

  6. Parkos is entitled to increase its rates annually if there is an objective economic reason to change the price. An objective economic reason includes, but is not limited to, the price change based on: changes in taxes and other government levies, price increases of Parkos suppliers, increased energy costs and inflation.

Article 4. Invoicing and payment

  1. The total of the commission earned by the Publisher will be paid monthly by Parkos on an invoice basis. 

  2. Parkos is entitled to invoice electronically. 

  3. The payment term of the invoice is 14 days after the invoice date. 

  4. The monthly invoice contains the total amount (including additional products and costs for the processing of payments) of reservations with an arrival date that is within the first and last date of the previous month minus the commission (including VAT). 

  5. Payments to the Publisher will be made directly to the Publisher's bank account. The Publisher must specify by means of an email message to Parkos how he wishes to be paid and provide details about his bank account including the name and branch of the bank, and the account number of the Publisher. 

  6. If the payment must be made on (bank) accounts of Publisher abroad, any bank charges for payments abroad will be deducted from the commission. 

  7. Parkos is at all times entitled to offset what it owes to the Publisher with any amount that Parkos may claim from the Publisher for whatever reason. 

  8. Publisher is responsible for payments of any taxes and social security charges that are due on all payments made to him by Parkos.

Article 5. Reporting

  1. In order to determine the number of products and services sold as referred to in Article 3.2, Parkos will set up and manage a Google Analytics tracking system through its own system in order to monitor Travelers' visits and to determine whether a fee is due to the Publisher.

  2. The results as reported in the previous paragraph are binding, unless Publisher can provide convincing evidence to the contrary.

Article 6. Liability

  1. The parties are only liable to each other for direct damage as a result of an attributable shortcoming in the fulfillment of the agreement. 

  2. There shall never be any liability for indirect damage (such as consequential loss, loss of turnover and profit, loss of data and immaterial damage). 

  3. The maximum amount of damage for which one of the Parties is liable, is the total compensation that has become due in the three months prior to the moment of the harmful event.

Article 7. Duration and cancellation

  1. This agreement is entered into for an indefinite period of time.

  2. Each of the Parties is entitled to terminate this agreement in writing, with due observance of a notice period of one month and by the end of the month. 

  3. Publisher is entitled to suspend its obligations towards Parkos if it suspects that Parkos is acting in conflict with the present agreement, in any way whatsoever, without Publisher being obliged to pay any compensation. No reimbursement is due if the basis arose in the period of suspension. The suspension will only end after Parkos has removed the basis for this to the satisfaction of the Publisher. 

  4. After termination of the agreement, Parkos will pay the outstanding credit in accordance with Article 4. If Parkos terminates the agreement on account of fraud committed by Publisher, Parkos is not obliged to pay this credit to Publisher. 

  5. With the termination of this agreement, Publisher will cease all use of the Parkos name in its promotional activities, either alone or in conjunction with other brands. 

  6. Upon termination of the agreement, the parties will return or destroy the confidential documents, data etc. received from the other party at its request and, in the latter case, confirm the cancellation in writing. This does not apply, to the extent and for such time as such documents, data etc. for quotations submitted or for the execution of orders already given are still deemed absolutely necessary.

  7. For serious reasons, the agreement can also be terminated by Parkos with immediate effect by means of a registered letter. As a weighty reason, the following are considered:

    • If, in spite of a written reminder, Publisher fails to comply with one or more essential obligations towards Parkos from the agreement; 

    • If the good name of Publisher or of the person who exercises control over Publisher is seriously damaged or reasonable doubts about their creditworthiness and solvency arise, for example, because in relation to both of them or to one of them a moratorium is requested, a request for bankruptcy is filed or attachment of the capital is made because payments are not made; 

    • If difficulties arise within the management or elsewhere within Publisher, which are not resolved within a reasonable period of time and which are fearful of jeopardizing proper performance of the agreement; 

    • If the control of Publisher comes directly or indirectly to (legal) persons, with which Parkos is in a competitive relationship. 

  8. The termination, or total or partial dissolution of this agreement, does not release the Parties from obligations still outstanding with regard to, for example, confidentiality, applicable law and competent court.

Article 8. Suspension and dissolution

  1. Parkos is entitled to suspend the fulfillment of all its obligations, including the execution of work and the issuance of documents or other items to Publisher or third parties, or to dissolve the present agreement if: 

  2. Publisher does not or not fully comply with the obligations from the assignment; 

  3. After the conclusion of the assignment Parkos learns of circumstances giving good ground to fear that the Publisher will not fulfill the obligations. In the event that there is good reason to fear that the Publisher will only partially or improperly fulfill its obligations, the suspension is only permitted insofar as the shortcoming justifies it; 

  4. Publisher at the conclusion of the assignment is requested to provide security for the fulfillment of his obligations from the assignment and this security is not provided or is insufficient.

  5. Parkos is also authorized to terminate the contract (or cause it to be terminated) if circumstances arise which are of such a nature that performance of the assignment is impossible or cannot be demanded according to standards of reasonableness and fairness or if other circumstances arise nature that unaltered maintenance of the assignment cannot reasonably be expected. 

  6. If the order is dissolved, Parkos' claims against the Publisher are immediately due and payable. If Parkos suspends the fulfillment of the obligations, he will retain his rights under the law and order. 

  7. Parkos is not liable for any damage resulting from such a suspension, of whatever nature, for Publisher or third parties. Parkos always reserves the right to claim compensation.

Article 9. Intellectual property

  1. The copyright, trade name, logo and any other intellectual property rights as well as similar rights to protect information relating to the websites, software, databases and documentation shall exclusively accrue to Parkos or its licensors. 

  2. Publisher is not permitted to change, remove or make unrecognizable any designation of intellectual property of Parkos. 

  3. Parkos is permitted to take and maintain technical measures to protect the intellectual property rights on the software at the then prevailing prices.

Article 10. Change and supplement

  1. Any general terms and conditions of Parkos or Publisher are not part of the agreement. 

  2. If any provision of the agreement or these terms and conditions should be in conflict with applicable law, this provision will be amended so that it will be in accordance with the applicable law with due regard to the scope of the relevant provision. 

  3. This agreement can only be amended by means of an additional, written agreement signed by the Parties.

Article 11. Other provisions

  1. The parties will not provide information and / or make announcements to third parties about the content of the agreement or these terms and conditions, the cooperation between the Parties or the results of the agreement without prior consent. 

  2. Parkos and Publisher are not entitled to transfer this agreement and all its rights and obligations arising therefrom to a third party, unless written permission of Parkos or Publisher is explicitly provided for. 

  3. The version of any communication between the Parties received or stored by the Publisher is regarded as the authentic version, unless Parkos can demonstrate that this version is not authentic.

Article 12. Disputes and applicable law

  1. This agreement is exclusively governed by Dutch law. 

  2. Disputes between Parties that cannot be settled amicably will be submitted to the competent Dutch court in the district of the North Netherlands, location Groningen. 

  3. The Vienna Sales Convention explicitly does not apply to this agreement. 

  4. This agreement has been drawn up in Dutch and other languages. In the event of any difference regarding the content or the scope of the agreement, the Dutch text is decisive.