PARKING STALL OWNER AGREEMENT
THIS AGREEMENT is made BETWEEN An individual residing in the Province of Alberta (the “Customer”) and Canada Specific Ltd.
A Corporation incorporated pursuant to the laws of the Province of Alberta (the “Corporation” or the “Provider”)
Overview: The Provider will be marketing parking stalls to potential clients on the Customer’s property. The Provider will list the Customer’s property on its website. If the Customer requires a lease or any other documents to be signed, that is the responsibility of the Customer to attend to.
ARTICLE I SERVICES
1.1 The Customer herein hires the Provider for the following services:
(a) The Provider will only be listing the Customer’s property on its website. The Provider will not be creating a lease with the client and the Customer.
1.2 Excluded Services:
The Customer acknowledges and agrees that the Services provided do not include the following:
(a) See attached Schedule B.
ARTICLE II FEES
2.1 The customer agrees to a 1% service charge plus GST, deducted directly from it's monthly payout.
2.2 All as more particularly provided in Schedule C.
ARTICLE III REFUNDS
3.1 The Customer acknowledges that there will be no refunds for any reason whatsoever.
ARTICLE IV PAYMENT
4.1 Payment for out of scope work is due prior to services being performed. The Provider accepts the following payment methods:
a) Credit Card;
b) CAD bank transfers or E-transfers; and
c) Debit Card.
4.2 Delinquent Payment: In the event that payment is not made in full or is returned the parties agree that the Provider has the following remedies:
a) The right to immediately cease any further work for the Customer’s until payment in full is made.
b) Interest on all late payments will be charged at the 2% per month until paid in full.
4.3 The parties acknowledge and agree that such remedies will not be the exclusive remedies for any breach of this Agreement but will be in addition to all other remedies available at law or in equity to the Provider. The parties further acknowledge that these remedies are reasonable and required to protect the Provider.
ARTICLE V FORUM
5.1 Any suit, action or proceeding arising out of or relating to this Agreement shall be brought in Edmonton in the Province of Alberta, Canada having jurisdiction over the subject matter thereof and the parties irrevocably and unconditionally attorn and submit to the jurisdiction of such court. The parties irrevocably waive and agree not to raise any objection that either might now or hereafter have to the bringing of any such suit, action or proceeding in any such court, including any objection that the place where such court is located is an inconvenient forum or that there is any other suit, action or proceeding in any other place relating in whole or in part to the same subject matter. Each party agrees that any final judgment or order against it in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon it and consents to any such judgment or order being recognized and enforced in the courts of its jurisdiction of incorporation or any other jurisdiction where it carries on business or has assets.
ARTICLE VI ARBITRATION
6.1 The Parties agree that any disputes will be resolved by way of arbitration which will be governed as follows:
(a) the party desiring arbitration will notify the other party of such desire and the parties will attempt to agree, within five (5) business days, on a single arbitrator who will be named to resolve the dispute. If the parties are unable to agree, if there are only two parties involved in the dispute, each of those parties shall chose an arbitrator and the two (2) arbitrators shall jointly chose a third arbitrator within five (5) business days of their appointment.
(b) the arbitration will take place in Edmonton, Canada;
(c) the decision of the arbitrator(s) will be final and binding on the parties to the arbitration and no appeal will be taken from any determination unless the determination contains an error of law, which results in a determination which is patently unreasonable;
(d) each of the parties will co-operate with the arbitrator(s) and, subject to the doctrine of privilege, will provide the arbitrator(s) with all information in its possession or under its control necessary or relevant to the matter being determined. The parties will use their reasonable best efforts to cause any arbitration hearing that may be held hereunder to be completed as soon as practicable;
(e) the arbitrator(s) will be required to make an award as soon as possible, and if at all practicable, within ten (10) business days after the conclusion of the arbitration hearing. The arbitrator(s) may determine all questions of law and jurisdiction including questions as to whether the dispute is arbitrable, and has the right to grant permanent and interim relief or injunctive relief or other forms of equitable relief, and will have the discretion to award costs including reasonable legal fees, interest and costs of the arbitration;
(f) except as modified herein, the provisions of the Arbitration Act (Alberta) as amended from time to time, will govern any arbitration conducted under this Contract; and
(g) judgment upon an award, including any interim award, rendered by the arbitrator(s) may be entered in any Court having jurisdiction thereof. (h) Except where clearly prevented by the nature of the matter in dispute, the affected parties agree to continue performing their respective obligations under the Agreement applicable while the dispute is being resolved or arbitrated unless and until such obligations are terminated or expire in accordance with the provisions of the Agreement.
(i) Nothing in the dispute resolution process will prevent an affected party from applying for or obtaining any interim, interlocutory or preliminary injunctive or declaratory relief or from bringing any claim for contribution or indemnity in the same court in which a suit against the party is brought by any third person.
(j) The parties hereto covenant that they will not apply nor will they have any right to apply by any means to any court to challenge any decision of the arbitrator on a matter properly before the arbitrator.
ARTICLE VII ADDITIONAL CHARGES
7.1 The Customer acknowledges that any work outside of the scope of services in Schedule A will be at an additional charge. Any additional work will be mutually agreed upon between the parties.
ARTICLE VIII TERMINATION
8.1 The Provider’s fee is non-refundable. Ads may be cancelled with 30 days’ notice or 30 days’ pay-in-lieu of notice.
ARTICLE IX COMMUNICATION
9.1 The Customer will designate an Authorized Signatory who will communicate with the Provider. The Customer shall be responsible for ensuring all communications to the Provider are correct and the Provider takes no responsibility for the same. The Customer agrees that the Authorized Signatory has the authority to communicate with the Provider and has the authority to bind the Customer. Furthermore, the Provider cannot guarantee the security of data transmitted electronically or by Facsimile. The transmission of any communication to the Provider via these methods is at the risk of the Customer. It is the Customer’s responsibility to ensure the contact information is up to date.
9.2 All documents, agreements, and applications referred to herein shall be deemed to be validly executed and delivered when executed and delivered by regular mail, facsimile, or by electronic mail.
9.3 All communication will be done through the Provider, the Customer will not contact the tenant directly without the consent of the Provider.
ARTICLE X FURTHER DOCUMENTS
10.1 The Customer acknowledges that the Provider will only be advertising the Customer’s property for parking spaces. It will not create a lease or any other documents. The Customer acknowledges that the Provider does not screen any potential applicants and the Customer must do their own due diligence on any potential clients who will be parking in their stall. The Customer will also ensure their stall is free of debris and suitable for parking. The Customer also acknowledges that the Provider makes no representations about the risks of renting parking stalls. The Customer must do their own diligence in this regards. For instance, if renting a parking stall affects the Customer’s insurance that is up to the Customer to explore directly with their insurance provider. The Customer acknowledges that if any damage occurs to their property from the tenant, it is the Customer’s responsibility to seek recourse from the tenant. The Provider will have no liability towards the same. In the event a client parks beyond their allotted time, it is the responsibility of the Customer to enforce against the client. For instance, hiring a tow truck would be the responsibility of the Customer. If the Customer requires enforcement, the Provider may be able to assist for an additional fee.
10.2 If the Customer does sign any further documents with any clients, the Customer agrees to provide those documents to the Provider upon request.
ARTICLE XI NON-SOLICITATION OF CUSTOMERS
11.1 The Customer covenants and agrees with the Provider that it shall not, during the term of this Agreement and for one year thereafter, directly or indirectly, in any way, whether for his own account or the account of any other person or entity, in any manner or capacity whatsoever, for any purpose which is directly or indirectly in competition, in whole or in part, with the Provider’s business, solicit or attempt to solicit the business of, or otherwise interfere with the relationship of the Provider with any person or entity who is or was, at any time during the term of this Agreement and for one year after, a customer or supplier of the Provider. For clarity, in the event that the Customer seeks to directly enter into parking rentals with any person or entity who was introduced by the Provider to the Customer, the Customer will be liable to pay to the Provider their fee of 20% of the gross contract amount as liquidated damage. This is not as a penalty but as a genuine pre-estimate of the damage the Provider has suffered. To determine the value of the contract, if any, the Customer agrees to provide any information required to the Provider to determine the amount of damages suffered.
11.2 The Customer agrees that the Provider is in the business of providing temporary parking services to its clients. The Customer agrees that if the clients of the Provider directly hired the Customer it would substantially impair the business of the Provider.
ARTICLE XII PRIVACY
12. 1 The Customer acknowledges that they will be providing third parties with information about the Customer. The Customer agrees to the provision of this information and agrees that the Provider will be maintaining this information within its own records. The Customer also agrees that the Provider may contact the Customer at its provided contact information.
ARTICLE XIII LIABILITY
13.1 Without derogating from the generality of the foregoing and in any event, the Provider shall not be liable to the Customer for any sums, expenses, damages, costs or penalties whatsoever, by reason of any delay or failure in performing any of the services in this Agreement. Further, the Provider shall not be liable for any incorrect or improper applications arising from any instructions given by the Customer’s Authorized Signatory if same was made in accordance with the terms of this Agreement. No claims may be made for loss of income or opportunity. In any event, to the fullest extent permitted by law, the liability of the Provider shall be limited to the sum paid to the Provider by the Customer.
13.2 The parties acknowledge and agree that the exclusions and limitations of the liability contained in this Agreement are reasonable having regard to all relevant factors, including the nature and the cost of the Service provided and that same takes into account any appropriate allocation of risk and liability.
ARTICLE XIV INDEMNITY
14.1 Notwithstanding anything in this Agreement to the contrary, the Customer agrees to hold harmless and indemnify the Provider and its officers, directors, agents and employees and any of its related or affiliated companies or person who are under the control of the Provider and their respective directors, officers and employees from and against any and all loss, liability or claim by any third party arising from or as a result of the Provider carrying out its obligations and duties pursuant to this Agreement or as a result of the Provider following the express directions of the Customer. For clarity, if the tenant brings an action against the Provider, the Customer agrees to indemnify the Provider.
ARTICLE XV GENERAL
15.1 Severability: If any term, covenant or condition of this Contract or the application thereof to any party or circumstance shall be invalid or unenforceable to any extent the remainder of this Contract or application of such term, covenant or condition to a party or circumstance other than those to which it is held invalid or unenforceable shall not be affected thereby and each remaining term, covenant or condition of this Contract shall be valid and shall be enforceable to the fullest extent permitted by law.
15.2 Modification: The Provider may modify the terms and conditions of this Agreement by giving the Customer notice thereof. When and if the Customer receives notice of modification of the terms and conditions, the Customer may continue to use the Provider and if so, shall be deemed to accept the conditions as modified.
15.3 Enurement: This agreement shall enure to the benefit and be binding upon each of the parties hereto, their administrators, successors and assigns.
15.4 Entire Agreement: this Agreement constitutes the entire agreement between the parties hereto relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties and there are no general or specific warranties, representations or other agreements by or among the parties in connection with the entering into of this Agreement or the subject matter hereof except as specifically set forth herein. All Schedules and attachments to this Contract form an integral part of the Contract.
15.5 No Waiver: No consent or waiver, express or implied, by any party to or of any breach or default by any other party in the performance by such other party of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of obligations hereunder by such other party hereunder. Failure on the part of any party to complain of any act or failure to act of any other party or to declare any other party in default, irrespective of how long such failure continues shall not constitute a waiver by such first party of its rights hereunder.
15.6 Assignment: The Customer may not assign any of its rights and obligations under this Agreement without the prior written consent of the Provider.
15.7 Notice: All Notices will be as follows:
PROVIDER: At it’s registered office
CUSTOMER: Name: Address: contact number: (As provided in signup form)
15.8 Any notice made as required under this Agreement or by any other agreement between the Customer and the Provider shall be deemed delivered:
(a) Five (5) days after sending it by registered or certified mail addressed to the address above.
(b) When received by the addressee when sent by facsimile or electronic mail provided that the notice is received during normal business hours, and if received outside normal business hours, then such notice will be deemed to be received on the next business day of the recipient. Nothing in this Agreement shall be deemed in any way or for any purpose to constitute any party a partner of, or a member of a joint venture or joint enterprise with, any other party to this Agreement in the conduct of any business or otherwise.
15.9 Time shall be of the essence of this Agreement.
15.10 In this Agreement, wherever the singular and masculine are used, they shall be construed as if the plural or the feminine or the neuter had been used, where the context or the party or parties so requires, and the rest of the sentence shall be construed as if the grammatical and terminological changes thereby rendered necessary had been made.
15.11 This Agreement may be executed by the parties in counterparts and when all parties have executed at least as many counterparts as there are parties, all of such counterparts shall be deemed to be originals and all such counterparts taken together shall constitute one and the same agreement.
15.12 The parties hereto confirm that they accept that this Agreement as well as all other documents relating to this Agreement, including notices, be drawn up in English only.
15.13 Each of the parties hereto represents and warrants to the other parties hereto and acknowledges and agrees that: (a) it/he has read this Agreement, is aware of the contents, and understands them; (b) it/he has had an opportunity to consider this Agreement and obtain independent professional advice, including without limitation, legal advice and any advice relating to any potential accounting and/or tax liability before signing the Agreement; (c) in executing this Agreement it/he has not relied upon anything told or promised to him by any Person, except as contained herein; (d) it/he has satisfied himself of all facts and matters pertaining to the subject matter of, and he has taken independent legal, accounting and/or tax advice and counsel concerning the subject matter hereof and acknowledges that he is not relying or receiving any legal, accounting or tax advice from the other parties hereto and/or their respective professional advisors; and (e) it/he was not prevented nor discouraged by the other parties hereto from seeking independent legal, accounting, tax and/or any other professional advisor's advice prior to the execution and delivery of this Agreement and agrees that failure to obtain independent legal, accounting, tax or any other professional advisor's advice shall not be used by it/him as a defense to the enforcement of his obligations under this Agreement.
15.14 Each party hereto acknowledges that any rule of law or legal decision that would require interpretation of any claimed ambiguities in this Agreement against the party that drafted it has no application and any such right is expressly waived.
Schedule A – Services Provided
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Listing of parking stall/s in the provider's database
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Marketing parking stall/s
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Connecting the customer with the client
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Other services as may be offered by the provider via direct marketing
Schedule B - Excluded Services
The Provider will not be creating a lease or any other documents on the Customer’s behalf. If the Customer requires any documents, such as a lease, to be signed, the Customer must attend to having this done themselves. The Provider will not be enforcing any claims against the tenant’s. For instance, if the Tenant causes damage to the Customer’s property, it is the Customer’s responsibility to recover these costs from the tenant. The Provider does not screen any of the potential Tenant’s. The Provider does not make any representations or warranties about the state of the Tenant’s vehicle. The Provider does not remove Tenant vehicles which have been parked past their allotted time. If the Customer would like to utilize the Provider for this type of service, there will be an additional fee.
Schedule C - Pay
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The customer shall be paid monthly, as negotiated with the provider.
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A 1% service charge + GST shall be deducted directly from the customer's monthly payout.
Last updated 03 May 2024