Club terms

1. Who we are and what these terms cover

1.1 These terms form a contract between:

• BB AI Limited, a company registered in England and Wales under number 17441545, whose registered office is at Astute House, Wilmslow Road, Wilmslow, SK9 3HP, trading as Scan to Park (“we”, “us”, “our”); and
• the car park operator named in the signup form (the “Club”, “you”, “your”).

1.2 By ticking the acceptance box during signup, the person completing it confirms they are authorised to enter into this contract on the Club’s behalf. We record the version accepted, the date and time, and the IP address and browser used.

1.3 Definitions.

• Driver — a person who pays a Parking Fee through the Platform.
• Parking Fee — the amount a Driver pays to park at the Club, set by the Club.
• Gross Amount — the total a Driver pays on a single transaction.
• Commission — our fee, calculated under clause 6.
• Net Amount — the Gross Amount less Commission; the amount we hold for you.
• Platform — the Scan to Park website, QR codes, dashboards and payment flow.
• Payout — a transfer of your accumulated Net Amounts to your nominated bank account.
• Balance — the running total we owe you, as shown in your dashboard.

2. What the Platform does

2.1 We provide a system by which a Driver scans a QR code at your car park, optionally enters their vehicle registration, selects a duration or an amount to pay, and pays the applicable Parking Fee by card.

2.2 We collect that payment on your behalf, deduct our Commission, and pay the remainder to you under clause 7.

2.3 The Platform is not a booking system. It does not reserve parking bays, manage capacity, or guarantee a Driver a space. It collects payment at the point of parking. You remain solely responsible for managing access to, and capacity at, your car park.

2.4 We may change, add to or withdraw features of the Platform, provided we do not materially reduce its core function. We will give you reasonable notice of any material change.

3. Appointment as your agent

3.1 You appoint us as your commercial agent, authorised to conclude the sale of Parking Fees on your behalf and to receive payment for those Parking Fees on your behalf. We accept that appointment.

3.2 We act for you alone. We do not act as agent for, or on behalf of, any Driver, and nothing in our Driver-facing terms creates any such relationship.

3.3 Payment by a Driver to us discharges that Driver’s obligation to you in full, at the moment we receive it, whether or not we have yet paid it on to you. You may not pursue a Driver for a Parking Fee we have received on your behalf.

3.4 We hold the Net Amount for you as a debt owed to you, payable under clause 7. We are not a bank and this is not a deposit. Funds are held in our ordinary business accounts and with our payment processor.

3.5 Our authority is limited to concluding sales of Parking Fees at the prices you set and receiving payment for them. We have no authority to bind you to anything else, to make representations about your car park or facilities, or to negotiate terms on your behalf.

3.6 Nothing in this agreement makes either party the partner, employee or joint venturer of the other.

4. Your obligations

4.1 You will:

• provide accurate Club details, opening hours, closure dates and prices, and keep them up to date;
• hold all necessary rights, licences and insurances to operate the car park and to charge Parking Fees;
• honour every Parking Fee validly paid through the Platform at the price displayed, and allow that Driver to park in accordance with your own rules;
• display the QR code where Drivers can reasonably find it;
• deal with Drivers fairly and in accordance with your own terms of use;
• tell us promptly if your bank details, contact details or legal status change;
• keep dashboard login credentials secure and not share accounts between people.

4.2 Your own terms with Drivers. Your relationship with the Driver — car park rules, height or size restrictions, health and safety, and any conditions of entry — is yours, not ours. We are not party to it and take no responsibility for it.

4.3 Vehicle registration is self-reported. Where you have enabled the field, the Platform lets a Driver enter their own vehicle registration. We do not verify it against the vehicle actually parked and cannot. If a Driver enters an incorrect or fraudulent registration, or overstays the duration they paid for, that is a matter between you and them; we are not liable for it and will not refund or adjust Commission on that basis.

4.4 You will not use the Platform to take payment for anything other than Parking Fees at the Club, without our written agreement.

5. Pricing

5.1 You set your own Parking Fees through the dashboard. You may either publish a fixed list of duration-based prices (for example “Up to 1 hour”, “All day”), or let Drivers choose their own amount subject to a minimum you set. We do not set, approve or recommend prices.

5.2 If you price by duration, you must at all times maintain at least one active duration option. It cannot be deleted down to zero; the Platform will not let a Driver pay if none is configured.

5.3 Prices you enter are VAT-inclusive. Determining the correct VAT treatment of your Parking Fees is your responsibility, not ours.

5.4 A price change takes effect from the moment it is saved. It does not affect transactions already completed.

5.5 If you set a price that is obviously misconfigured — for example a total above zero but below the minimum our card processor will accept — we may block the transaction and alert you. We are not liable for revenue lost to your own pricing error.

6. Our Commission

6.1 Our Commission is 10% of the Gross Amount of each transaction, unless we have agreed a different rate with you in writing. Your current rate is shown in your dashboard.

6.2 Commission is calculated per transaction and rounded down to the nearest penny, so any fractional penny is yours.

6.3 We pay the card processing costs. Your entitlement is the Gross Amount less Commission, and is not reduced by what our processor charges us. This is true regardless of the card type used or the processing cost incurred.

6.4 The Commission rate applied to a transaction is fixed at the moment of that transaction. If we change your rate, the change applies only to transactions after it takes effect. We will give you at least 30 days’ written notice of any increase, and you may terminate under clause 18 if you do not accept it.

6.5 Where a transaction is refunded, Commission is reversed proportionally and credited back to your Balance.

6.6 Commission is stated exclusive of VAT. Where we are registered for VAT, we will add VAT at the prevailing rate and show it separately on the Commission invoice. We will issue a Commission invoice for each period.

7. Collection and Payouts

7.1 All card payments are collected into our payment processor account. Your Balance is the running total of amounts we hold for you, visible in your dashboard at all times.

7.2 We run Payouts weekly, covering all completed transactions in the preceding period, subject to clauses 7.3 and 7.4. Funds ordinarily reach your account within 2 to 3 working days of a Payout being sent.

7.3 Minimum Payout threshold: £100. If your Balance is below this at a Payout run, it carries forward to the next one. You may request payment of a sub-threshold Balance at any time, and we will not unreasonably refuse.

7.4 We may withhold or delay a Payout where:

• your Balance is negative or would become negative (clause 10);
• we reasonably suspect fraud, or a transaction has been flagged by our processor;
• we are required to do so by law, by our payment processor, or by a regulator;
• your bank details have failed verification or a previous Payout has been returned;
• there is an unresolved dispute between us about amounts owed.

We will tell you why, and for how long we expect the delay to last.

7.5 Each Payout comes with a remittance advice, downloadable from your dashboard, showing the transactions it covers, Commission deducted and any adjustments.

7.6 You are responsible for the accuracy of your bank details. We are not liable for money sent to an account you have given us incorrectly. Changes to bank details require re-authentication and are logged.

7.7 If you believe a Payout or your Balance is wrong, tell us within 60 days of the relevant remittance advice. We will investigate and correct any genuine error. After 60 days we may treat the figures as agreed, though this does not affect any statutory rights you have.

8. Refunds

8.1 Refunds are executed by us, not by you. You request a refund — full or partial, with a reason — from your dashboard, and we action it.

8.2 We will normally action a valid request within 2 working days. We may decline a request that appears fraudulent, that would exceed the amount originally paid, or that we are prevented from processing.

8.3 A refund is deducted from your Balance. Commission on the refunded portion is reversed and credited back to you. The card processing cost on the original transaction is not returned to us by our processor; we absorb it and do not pass it on to you.

8.4 A zero-value transaction — for example a free short-stay duration option priced at £0 — cannot be refunded, as nothing was collected. It can be cancelled.

8.5 You are responsible for deciding whether a refund is warranted under your own terms of use. We take no view on it.

9. Chargebacks and disputes

9.1 A Driver may dispute a card payment with their bank, sometimes weeks after parking, and sometimes after we have already paid you. When that happens the processor removes the disputed amount from us immediately, whether or not the dispute is later resolved in our favour.

9.2 The disputed amount is deducted from your Balance. We bear the processor’s own dispute fee.

9.3 We will notify you of a dispute and give you the opportunity to provide evidence — for example a record that the Driver parked. We will submit that evidence on your behalf. If the dispute is resolved in our favour and the funds are returned, we credit the amount back to your Balance.

9.4 If your Balance is insufficient to cover a chargeback, clause 10 applies.

10. Negative balances and set-off

10.1 Refunds and chargebacks may take your Balance below zero. A negative Balance is a debt owed by you to us.

10.2 A negative Balance carries forward and is set off against future Parking Fee receipts. We will not make a Payout while your Balance is negative.

10.3 We may set off any amount you owe us — including under clause 11 for signage — against any amount we hold for you.

10.4 If your Balance has been negative for more than 60 days, or you terminate while it is negative, we may invoice you for the shortfall, payable within 14 days.

11. QR codes and signage

11.1 We issue you a unique QR code on approval. It is licensed to you for use at your Club for as long as this agreement continues, and for no other purpose.

11.2 You may print and display the code yourself, and download print-ready files from your dashboard.

11.3 You may request that we rotate your code — for example if a sign is stolen or defaced. Rotation immediately invalidates every printed copy of the previous code, including any signage we have supplied. That is your decision to make and we will not reverse it.

11.4 We may rotate or deactivate your code without notice if we reasonably believe it is being misused or has been compromised.

11.5 Physical signage is sold separately, priced at the point of order, and paid for by card at the time. Signage purchases are our own revenue and do not affect your Parking Fee Balance. Title passes on delivery. Delivery timescales are estimates. Signage is supplied pre-printed with your then-current QR code; if you rotate afterwards, a replacement is chargeable.

11.6 Suspending or terminating this agreement deactivates your QR code.

12. Intellectual property

12.1 We own the Platform and everything in it. Nothing here transfers any of it to you.

12.2 You licence us to use your Club name, logo and car park photographs for the purpose of operating the Platform, producing your QR materials, and — unless you tell us otherwise in writing — identifying you as a client on our website and marketing materials.

12.3 You confirm you have the right to grant that licence.

13. Data protection

13.1 In processing Driver personal data (vehicle registration where collected, email addresses, and where provided phone numbers), each of us acts as an independent controller for our own purposes: we for operating the Platform, taking payment and meeting our legal obligations; you for managing your car park and your own records.

13.2 Each of us will comply with UK GDPR and the Data Protection Act 2018 in respect of that data, will have a lawful basis for our own processing, and will maintain our own privacy notice.

13.3 We will make Driver transaction data available to you through the dashboard and by export. What you do with it after that is your responsibility, including any marketing, which must comply with UK GDPR and PECR.

13.4 Each of us will notify the other without undue delay of any personal data breach affecting data shared under this agreement, and will co-operate reasonably on data subject requests that involve the other.

13.5 We hold Driver transaction data for 7 years to meet accounting and tax obligations. Our full privacy notice is at /privacy.

14. Confidentiality

Neither of us will disclose the other’s confidential information, except to advisers under equivalent obligations or where required by law. This does not stop us using aggregated, anonymised transaction data to operate, improve and report on the Platform, including benchmarking, provided no individual Club or Driver is identifiable.

15. Warranties and what we don’t promise

15.1 We will provide the Platform with reasonable skill and care.

15.2 We do not warrant that the Platform will be uninterrupted or error-free. It depends on third parties — hosting, card processing, mobile networks — and on your Drivers having a working phone signal at the barrier or entrance. You should retain an alternative means of collecting Parking Fees.

15.3 We may suspend the Platform for maintenance, giving reasonable notice where we can.

15.4 We are not responsible for the acts or omissions of our payment processor, though we will use reasonable efforts to resolve issues with them on your behalf.

16. Liability

16.1 Nothing in this agreement limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or anything else that cannot lawfully be limited.

16.2 Clause 16.3 does not apply to our obligation to pay you the Net Amounts we hold for you. That obligation is not capped.

16.3 Subject to 16.1 and 16.2, our total liability arising out of this agreement in any 12-month period is limited to the greater of (a) the Commission we charged you in the preceding 12 months and (b) £500.

16.4 Neither of us is liable for loss of profit, loss of business, loss of goodwill or any indirect or consequential loss.

16.5 You are responsible for everything to do with the car park itself — its condition, safety, and your relationship with your Drivers. You will indemnify us against claims brought by a Driver that arise from your acts or omissions rather than ours.

17. Suspension

17.1 We may suspend your account immediately where we reasonably believe there is fraud, a serious breach of these terms, insolvency, or a legal or regulatory requirement to do so. Suspension deactivates your QR code.

17.2 A suspended Club retains read-only access to its transaction history, Balance and Payout records. We will tell you why you have been suspended and what would resolve it.

18. Term and termination

18.1 This agreement runs until terminated.

18.2 Either of us may terminate on 30 days’ written notice, for any reason.

18.3 Either of us may terminate immediately if the other commits a material breach that is not remedied within 14 days of being asked, or becomes insolvent.

18.4 On termination:

• your QR code is deactivated and no further payments can be taken;
• we will make a final Payout of your positive Balance within 30 days, held back only to the extent needed to cover chargebacks on transactions already taken;
• any negative Balance becomes payable to us within 14 days;
• you retain dashboard access for 90 days to export your records; after that we will retain data only as clause 13.5 requires;
• clauses 3.3, 9, 10, 12, 13, 14, 16 and 20 survive.

19. Changes to these terms

19.1 We may change these terms by giving you 30 days’ written notice, unless the change is required by law or by our payment processor, in which case we will give as much notice as we can.

19.2 If you do not accept a change, you may terminate before it takes effect. Continuing to use the Platform after that date means you accept it.

19.3 Each version is numbered. We record which version you accepted and when, and previous versions remain available on request.

20. General

20.1 Entire agreement. These terms, plus what you submitted at signup, are the whole agreement between us on this subject.

20.2 Assignment. You may not assign without our consent. We may assign to a successor of our business on notice to you.

20.3 Third parties. Nobody other than you and us may enforce these terms, except that a Driver may enforce clause 3.3 under the Contracts (Rights of Third Parties) Act 1999.

20.4 Notices. By email, to the addresses held in the dashboard, deemed received the next working day.

20.5 Severance. If a clause is unenforceable, the rest continues.

20.6 No waiver. Not enforcing something once does not waive it.

20.7 Force majeure. Neither of us is liable for delay caused by events beyond reasonable control — but this never excuses us from paying you money we have collected on your behalf.

20.8 Law. English law. The courts of England and Wales have exclusive jurisdiction.

20.9 Complaints. Email [email protected]. We aim to acknowledge within one working day and resolve within five.