Terms and Conditions for the Carrier Agreements
The following Terms & Conditions apply in addition to Our General Terms & Conditions depending on the type of Your Agreement with us.
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If You are a Carrier using Our Platform, the following Clauses additionally regulate the terms of usage:
What's in these terms
1. Our Role
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1.1. Our Platform retrieves price and availability data from Your API or otherwise provided by You, standardises the content and exposes and markets Your brand and services across Our Retail Partner network. While You offer transportation services, We create a Product that is tailored to the transportation need of the individual End-Consumer. We enable the conclusion of transactions for ground transportation services. This Product includes Your transportation services and may also include transportation services by other carriers.
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1.2 We are not the contractual partner in relation to any ground transportation services to the End-Consumer. In using Our Services, You recognise that We are not party to any agreement entered into between End-Consumers and You.
2. Our responsibilities
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2.1 We make Your Content available to Our Retail Partner Network.
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2.2 We enable the transaction in case the End-Consumer chooses to purchase Your transportation service via Our Retail Partner Network or Online Booking Engine.
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2.3 We ensure that Your Terms and Conditions are provided to the Retailer, who in turn warrants to us that the End-Consumer must accept Your Terms and Conditions during the Booking process.
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2.4 We inform Our Retail Partners about Your technical, legal and marketing restrictions or requirements and our Retail Partners contractually adhere to these rules.
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2.5 We pay the Gross Booking Value for Your transportation services included in a Product that We create, less any Fees as agreed in Our Agreement. This will only become due and payable after the Product has been purchased by an End-Consumer.
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2.6 We conduct the invoicing for the corresponding transactions between Us and Carrier, and Us and Retailer. In case of a Booking through Our Online Booking Engine, We may issue an invoice to the End-Consumer on behalf of You.
3. Your General responsibilities
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3.1 You grant Us and Our Retail Partners, free-of-charge, a non-exclusive right to use Your Content, brand, logos and text as needed in the context of the distribution of Your transportation service. We shall also be entitled to include Your company name and logo in a suitable manner as a reference on Our Website and in printed and digital marketing and advertising materials. For this purpose, You shall grant Us free of charge a non-exclusive, worldwide, non-transferable right to use Your company name and logo. If using the company name and/or logo is subject to any requirements, you shall inform Us.
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3.2 In advance of the start of sales, You provide Us with any technical, legal and marketing restrictions or requirements that are associated with the distribution of Your transportation service.
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3.3 You warrant that You and any of Your Affiliated Companies carrying out the transportation service comply with the respective legal requirements e.g. insurances in the respective countries.
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3.4 In case you wish to update any Content other than schedule relevant information, or routine pricing updates, You must give Us at least 6 weeks notice.
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3.5 Once a Booking is conducted, the fulfilment of the transportation contract shall be Your sole responsibility. To clarify, that includes the transportation service and all duties resulting thereof.
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3.6 You warrant that We do not receive worse commercial conditions and capacities (such as prices, seat availability, access and/or commission rates) as You offer to any of Your other partners.
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3.7 If a passenger is not transported or a delay in service occurs, You ensure to fulfil the compensation according to the local legal obligations.
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3.8 You grant us the right to access your booking details per transaction.
4. Your Content responsibilities
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4.1 You provide Us with Content that You are allowed to share.
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4.2 You guarantee that all the Content provided is accurate, consistent, complete and always available.
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4.3 In case the Content is provided via API, You grant Us access to Your API, the respective documentation and all required test cases. You ensure that the access to the API is constantly available. In case the Content is provided manually, You ensure that You file the Content in the respective application provided by Us.
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4.4 In case the Content changes, You guarantee that the Content is updated. In case the Content is provided via API, any Content changes must be communicated in real time via the API. In case the Content is provided manually, any Content changes must be conducted with at least 30 days notice.
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4.5 In case the Content is provided via API, You guarantee that You provide us the best available functionality, performance and bandwidth of the API. The functionality provided must be equal or better than available to any other Distribution Channel. The performance and bandwidth must be sufficient to conduct Our Services without impairment.
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4.6 In case the Content is provided via API, You must communicate any changes to the API at least 12 weeks in advance including an updated documentation. We have no responsibility to adhere to these changes and update Our connection to Your API.
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4.7 You are solely responsible for any issues arising from inaccurate, inconsistent, incomplete or outdated Content provided by You.
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4.8 You are solely responsible for any issues arising from the lack of functionality, inaccurate, inconsistent behaviour, performance, bandwidth of the API or in case the behaviour is inconsistent with the documentation or Agreement. You acknowledge that certain Distribution Channels might be unavailable due to a lack of functionality, performance and bandwidth of the API or any other technical reasons. You acknowledge that in case the functionality, performance or bandwidth are impairing Our Platform We have the right to disable the connection to your API and remove the Content from the Platform.
5. Your Support responsibilities
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5.1 You shall be supportive and act in goodwill to resolve any End-Consumer related issues.
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5.2 You shall handle all compensation claims by the End-Consumer in accordance with local passenger laws. You are obliged to share a customer compensation process within 14 days after signing the Agreement.
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5.3 You shall answer questions regarding Your Content and services arising from a potential Passenger or Retail Partner within 24 hours during workdays.
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5.4 Cancellations or amendments by You or the End-Consumer must be handled in accordance with Your Terms and Conditions. In any such case, You are responsible to inform Us, the Retail Partner and the End-Consumer.
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5.5 You shall ensure that Your contact details have been provided to the End-Consumer.
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5.6 You agree to comply with the following Service Levels for customer issue resolution (passenger/retailer questions)
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5.6.1 Pre-departure: Within the same day
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5.6.2 Post-departure: 5 business day
6. Responsibilities under the Third Party Distribution
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6.1 We manage Your third-party sales and distribute Your Content to a global network of Retail Partners. These Retail Partners sell Your Content on their websites or apps in each case taking care of all after-sales processes except where defined otherwise in Our Agreement or Our Terms & Conditions.
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6.2 As an exemption to Clause 5.4, in case the End-Consumer wants to cancel or amend the Booking, the Retailer will conduct the necessary cancellation or amendment in accordance with Your terms and conditions and inform the End-Consumer.
7. Responsibilities under the Online Booking Engine
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7.1 We provide the technical infrastructure to run Your website or app, including check-out functionality.
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7.2 In order to enable this Distribution Channel You must either integrate the respective widget or link provided by Us pointing to the Online Booking Engine into Your website or provide Us the necessary domain access to configure the Online Booking Engine for You. In either way, We will complete the integration within 15 business days.
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7.3 In case We are providing You with the Online Booking Engine on Your Own domain, You warrant that You are the owner of the Domain and that You will inform Us about any change in Ownership at least 15 business days in advance.
8. Responsibilities under the Affiliate Program
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8.1 We run an in-house Affiliate Program which allows Us and selected Retail Partners to redirect End-Consumers to either Your website to complete the booking process and finalise transactions or to a third-party website that enables fulfilment of the transaction.
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8.2 In case the End-Consumer is redirected to a third-party website, We only host the website and technically support the payment processing. You are the contractual Partner of the End-Consumer.
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8.3 You will be provided a free account in Our Affiliate Program. We will provide You with instructions and documentation for the implementation of Our Affiliate Program on Your website.
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8.4 You will implement the Affiliate Program on all active confirmation pages as instructed in the Affiliate Program documentation. The Affiliate Program Tag allows for accurate conversion tracking for the Affiliate Program. (“Affiliate Program Tag”)
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8.5 We will generate unique links for You which are then placed on specific Retail Partners and can be tracked in the Affiliate Program (“Affiliate Link”).
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8.6 When a user clicks on the Affiliate Link, Our Affiliate Program sets a cookie on the user’s browser, which allows the Affiliate Program to identify and correctly attribute sales (“Affiliate Cookie”).
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8.7 Affiliate Cookies shall remain active for a duration of 30 days from the time an End-Consumer clicks on the Affiliate Link (“Affiliate Duration”).
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8.8 When the End-Consumer completes the transaction on Your Website, the Affiliate Cookie signals the origin to the Affiliate Program Tracker, which then correctly attributes the sale in the Affiliate Program.
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8.9 If an End-Consumer completes a Booking on Your Website generated through an Affiliate Link within the Affiliate Duration, You will pay Us any agreed Fees defined in Our Agreement.
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8.10 You will inform Us as soon as possible if any part of the Affiliate Program or Affiliate Program Tracker is modified or will be unavailable due to maintenance or other scheduled issues.
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8.11 In the event of unforeseen Downtime, You will inform Us immediately. In case of a Downtime, We will calculate the total Downtime in minutes, multiplying this by the total commission received in the last four weeks without Downtime, divided by 40,320 (for the avoidance of doubt: 40,320 is the total number of minutes during the past four weeks). This amount will then be added to Our Invoice.
9. Cancellation & Amendments
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9.1 If the End-Consumer cancels the Ticket, We will retain the Transaction Fee.
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9.2 If the Carrier cancels the Ticket, We will retain the Transaction Fee.
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9.3 If the End-Consumer amends the Ticket, We will retain the Transaction Fee.
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9.4 In the event of technical issues (e.g. malfunction of Our Platform or platform of Our Retail Partner), a Booking shall be considered void if cancelled within 24 hours after the Booking, provided that the cancellation occurs no later than 30 minutes before the departure time. In such case of a “technical cancellation”, We shall refund the Transaction Fee.
10. Interline Connections
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10.1 We may offer the distribution of multi segment services. The Marketing Carrier holds responsibility for the multi segment service.
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10.2 We reserve the right to generate multi segment services on Your behalf.
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10.3 You allow Us to offer interline connections within Your scope of services. You grant Us permission to offer such interlining cross-carrier wide, meaning We may tailor a Product using different Carriers per segment.
11. Invoicing & Accounting
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11.1 You shall provide us with an Invoice at the latest until the 10th day of the following month.
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11.2 In the event that you have not provided us with an Invoice by the 10th day of the following month, We will provide You with Accounting Documents at the latest until the 15th day of the following month.
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11.3 We shall each verify the correctness and completeness of the Invoice / Accounting Documents. Either party may challenge these by providing notice to the other party as soon as possible, but no later than 10 business days after the issuing date of the Accounting Documents. Each Party carries the burden of proof for the correctness of the produced documents.
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11.4 You shall not be entitled to offset or withhold payments unless these are undisputed or have been recognised by declaratory judgement.
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11.5 Typically, We take the booking date as the record date for settlement purposes. However, in some instances where Tickets are booked via a Retail Partner who uses the departure date as the record date for settlement to Us, We may elect to also use the departure date for settlement purposes, instead of the booking date.
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11.6 Affiliate Program: In case of Bookings through the Affiliate Program, We shall provide You with an Invoice based on the results of the Affiliate Program Tracker (clause 8.7) on a monthly basis.
12. Backlink to Our Website
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12.1 You agree to include a backlink to Our Website on Your website. The backlink shall be placed on Your Partner page (or similar) if available on Your website, and the anchor text shall be chosen by Us. The exact wording shall be agreed between Us.
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12.2 You will ensure that the backlink complies with all applicable laws and industry standards from a technical point.
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12.3 The backlink shall remain active for the duration of Our Agreement.
13. Liabilities
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13.1 Your liability concerning Your Transportation Service: You
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13.1.1 are directly and indirectly liable for all damages caused, including third party claims, if We and / or the Retailer are sued, or in any way considered liable, due to the quality of ground transportation services provided or any related claim to the provision of ground transportation services and its terms of use (cancellation, delay, etc.);
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13.1.2 agree to bear all costs associated with defence in any lawsuit or legal claim that We and / or the Retailer are involved in due to the quality of Your provided ground transportation services. You agree to hold Us and / or the Retailer harmless from any losses incurred, provided that the claims are caused by a failure of You in respect of ground transportation services. We and / or the Retailer shall receive all information related to the claims and the professionals that will conduct the defences.
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13.2 Our liability concerning Our Service: Since We do not provide the transport Service itself, Our liability is limited to Our provided Services. Subject to clause 9.3 and 9.4 Our liability shall not exceed the price of the respective Ticket concerned.
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13.3 Exempt from liability: Nothing in this Agreement excludes or limits the liability of either of Us for:
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13.3.1 death or personal injury caused by negligence; or
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13.3.2 fraud or fraudulent misrepresentation; or
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13.3.3 liability under the indemnity contained in clause 10 or
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13.3.4 any matter for which the Parties are not permitted by law to exclude or limit, or to attempt to exclude or limit, its liability.
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13.4 Exclusion of Our liability: Our liability will not cover:
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13.4.1 loss of profit or anticipated profit (in each case whether direct, indirect or consequential);
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13.4.2 loss of revenue, loss of production, loss of contract, loss of business or economic loss (in each case whether direct, indirect or consequential);
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13.4.3 loss of goodwill, loss of reputation or loss of opportunity (in each case whether direct, indirect or consequential);
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13.4.4 loss of anticipated savings or loss of margin or loss of overhead recovery (in each case whether direct, indirect or consequential);
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13.4.5 loss of data (whether direct, indirect or consequential);
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13.4.6 liability of the Customer to third parties (whether direct, indirect or consequential); or
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13.4.7 indirect, consequential or special loss.
14. Indemnities
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14.1 Indemnification for service-related claims: You will indemnify Us from claims of End-Consumers or third-parties resulting from any damages occurring due to Your provided Service.
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14.2 Scope of Indemnity: You shall directly indemnify Us, Our group companies, Our Affiliated Companies and/or Our Retail Partners (“Indemnitee”) fully against claims, fines, liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other costs and expenses) suffered or incurred by the Indemnitee arising out of or in connection with:
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14.2.1 any material breach of Our Agreement or negligent performance or non-performance of any of Your Representatives;
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14.2.2 any claim made against the Indemnitee by a third party (including in respect of death, personal injury or damage to property) arising out of or in connection with Your transportation service or any act or omission by You or any of Your Representatives.
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14.2.3 any claim made against the Indemnitee by a third party arising out of or in connection with Your or any of Your Representatives breach of any applicable laws, statutes, regulations, industry guidelines and/or codes of practice including but not limited to any applicable data protection law (or any similar legislation in place in the country in which the respective Party has its head office).
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14.3 Our Obligations: If You are obliged to indemnify us, We will:
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14.3.1 notify You of the claim within 10 Business Days of becoming aware of the claim;
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14.3.2 allow You to take over the defence and settlement of the claim at Your costs;