T&Cs | Distribusion

General Terms and Conditions

Our Terms & Conditions consist of

General Terms & Conditions applicable to all of Our different Services
Additional Terms & Conditions applicable only to the described Service

To note: Your Agreement with us states on the first page, which Additional Terms & Conditions apply to You besides the General Terms & Conditions.

Your contractual partner is:

Distribusion Technologies GmbH, Wattstrasse 10, 13355 Berlin

Email: info@distribusion.com

Telephone: +49-30-3465507-50

Management(s): Dr. Thomas Döring, Johannes Thunert

Registration number: HRB 176406 B

Registration court: Berlin-Charlottenburg District Court

VAT identification number: DE286580468

1. Pricing

1.1 Pricing Structure

Our Standard Prices for Our Services will be outlined in the Agreement between us. All Prices are exclusive of any value added or similar tax (“VAT”). VAT shall be added thereon as applicable and at the relevant rate.

1.2 Independence of Fulfilment

Our Prices don't depend on whether the transportation service is actually fulfilled.

1.3 Change of Prices

We reserve the right to change Our Prices with four weeks notice, prior to the change. During this period, You are able to terminate Our Agreement in writing. This clause does not apply if the change is solely due to changes in the applicable law.

1.4 Inflation Adjustment

We shall be entitled to change Our Prices to adjust to inflation with a maximum of the inflation rate of the Eurozone of the previous calendar year. Such price change may be applied by Us only once per calendar year and would be announced at least four weeks in advance. For an increase under this clause, the termination right referred to in clause 1.3 does not apply.

2. Payment & Banking Fees

2.1 Banking Fees

Each of Us carries the banking fees on their own behalf. In case of a non-SEPA-transfer, We will transfer the price for the transportation services that We purchased from You at the Payment Date if the aggregate value for such services reaches a threshold of 500 EUR. Otherwise, We will either pay the amount through a non-SEPA-transfer at the Payment Date in accordance with Our Payment Terms in which the threshold is exceeded or You agree to pay Our banking fees to execute the transaction of less than 500 EUR (which You can declare to Us via Email with a notice of 5 business days).

2.2 Required information

In order to enable settlement and accounting processes, You are required to provide Us with at least (including, but not limited to) at least (including, but not limited to):

2.2.1 legal entity name,

2.2.2 confirmation that the contracting entity is also the beneficiary. In case it is not the same legal entity, You need to provide proof that the subsidiary can act on behalf of the contracting entity,

2.2.3 address where the entity is registered,

2.2.4 bank account details,

2.2.5 VAT identification numbers.

We may request further information necessary for the payment and accounting process at a later point in time.

2.3 Notification in Case of Changes

Should any information under 2.2 change, You will inform us at the latest 14 (fourteen) days before the change via email. You are responsible for covering any additional fees and charges, if a change is not communicated to Us in time or any incorrect information given under 2.2 leads to an unsuccessful payment attempt from us.

2.4 Late payment fees

In case You are paying any invoice due to Us late, You are considered to be in default, and a late payment fee shall be imposed. The late payment fee accrues daily and shall be calculated on a monthly basis with 9% per annum over the base rate of the overdue amount beginning from the due date of the invoice. The assertion of further claims for damages remains unaffected by this.

2.5 Currency conversion

We may display Prices in other currencies as part of Our Service. Where a foreign currency conversion is required, We'll calculate the equivalent amount with reference to, but not necessarily equal to, a system-wide rate known as the base exchange rate, sourced from one or more third parties. While we update our rate regularly, it might not match the real-time market rate due to, amongst other factors, foreign exchange markets being continuously operating. Amendments made to the Ticket or refunds may also be affected by these exchange fees.

2.6 Netting

Where there are both amounts owed from You to Us, and by Us to You, we may apply netting of amounts on Accounting Documents, where practical to do so.

3. Extraordinary Termination Right

3.1. Both of Us have the right to terminate the Agreement immediately, in case of:

3.1.1 A serious suspicion that either of Us is in breach of local laws

3.1.2 A material breach of the terms of the Agreement;

3.1.3 Insolvency proceeding against either of Us.

3.2 We have the right to terminate the Agreement with a notice of 3 months in case that under 50 Bookings are traded by You per day on Our Platform in average for at least 3 consecutive months.

4. Non-disparagement

During and after the term of Our Agreement, We will both not make any negative, harmful, or disparaging statements about each other or about Our Partners, whether orally or in writing, to any third party.

5. Confidentiality

5.1. Obligations: We will both:

treat all Confidential Information as strictly confidential;
take appropriate precautions to protect all Confidential Information;
use all Confidential Information exclusively for the purpose of Our Agreement;
not disclose the Confidential Information to any Representative who reasonably require access to such information solely for the purpose of fulfilling the Agreement;
impose a duty of confidentiality on all Representatives who need to receive Confidential Information.

5.2. Responsibility for Representatives

The Recipient is responsible for any disclosure of Confidential Information by any of its Representatives.

5.3 Return or Destruction of Confidential Information

The Recipient of the Information shall return, destroy or delete, at the discretion of the Provider, all documents and records embodying Confidential Information upon termination of Our Agreement or upon request of the Provider. The Provider shall be provided with suitable proof of this upon request.

5.4 Notification of Breach

The Recipient informs the Provider immediately if it becomes aware that any Confidential Information has been disclosed in breach of this Agreement.

5.5 Legal Disclosures

The Recipient may disclose Confidential Information if required to do so by law, provided that it

notifies the Provider in writing to enable it to obtain an appropriate remedy (unless the Recipient's compliance with the foregoing would result in, violating a court order or other legal requirement),
discloses only such information as is required by law, and
uses commercially reasonable efforts to maintain the confidentiality of all Confidential Information disclosed.

5.6 Duration of the Confidentiality obligation

Confidentiality obligation remains in force for 2 years from the date of the last exchange of confidential information.

6. Standardised Content

6.1. Standardisation

You allow Us to standardise Your content and display your content to End-Consumer in different languages, currencies and jurisdictions.

7. Intellectual property Ownership

7.1 Our Intellectual Property

All intellectual property rights, including copyrights and trademarks, related to Our Platform belong to Us.

7.2 Prohibited Usage

You’re not allowed to reproduce, modify, transmit, publish, adapt, monitor, copy, download, or otherwise use anything on our Platform without Our prior consent. The use of any automated system or software to extract information from Our Platform is forbidden without Our prior written consent. Any usage under clause 9.2 without Our prior consent may be subject to an infringement action.

7.3 Limitation of Intellectual Property

Nothing in Our Agreement shall be giving either party rights to any intellectual property of the other party except as is necessary to perform the Agreement.

8. Data protection

8.1 Our DPA

You can find our current DPA on our website: www.distribusion.com/dpa. For Exhibits A and B to our DPA please contact Us.

8.2 Data Processing Roles

In connection with this Agreement, We shall be a data processor and You shall be a data controller within the meaning of the General Data Protection Regulation EU 2016/679 (“GDPR”) as per the terms and conditions of the DPA under 8.1.

8.3 Data Protection Commitment

We will both treat any End-Consumer data that is processed in connection with Our Agreement according to GDPR and the DPA under 8.1. as well as other data protection regulations applicable to each of us. Data will be made available to any third party only if and insofar as this is necessary for the fulfilment of Our Agreement or a prior consent has been obtained. Exempt from this is information that by law must be shared. In this case, the providing Party will immediately inform the other Party of the demand.

9. Data Security

9.1. You are required to implement and maintain robust security measures to protect data against unauthorised access, disclosure, alteration, and destruction. This includes employing encryption for data at rest and in transit, secure access controls, and network security protocols.

9.2. You agree to obtain Cyber Essentials Plus certification, with each such certification covering the scope of the Your obligations under Our Agreement. The certification must be issued by an independent and duly accredited third party. You must maintain the certification in full force and effect throughout the term of Our Agreement. You must notify Us in writing and without undue delay of any loss of the certification or changes to the certification.

9.3 If You engage subcontractors or third-parties, You must ensure these third-parties adhere to the same data security standards and obligations as per Our Agreement.

9.4 You must ensure that your employees and anyone involved in processing the data are aware of and trained on data security responsibilities, including (but not limited to) secure data handling practices and recognizing potential security threats.

9.5 We may inspect or engage an auditor to conduct an audit to ensure compliance with Our data security standards. You are required to provide all necessary information to demonstrate compliance.

10. Content distribusion and analytics

10.1 We have the right to distribute your provided Content for the purposes covered within this Agreement.

10.2 We are entitled to use Your Content for analytics (e.g. market intelligence products such as pricing benchmarks; Demand protection or Business Intelligence Tools). We will never use Your individual data, but only aggregated or anonymized data.

11. Communications

11.1 We agree to make an initial public communication (press release, social media post, or public statements) about Our Agreement. Content to be mutually agreed by both of Us.

11.2 Any further communication regarding Our Agreement to the public, including press releases, social media posts, or public statements, requires mutual agreement.

12. Compliance & Sanctions

12.1 Commitment to Compliance with Local Laws

We both confirm to operate Our businesses in accordance with local legislation in those countries We operate in: included but not limited to laws relating to fair working practices, anti-bribery, anti-corruption, anti-slavery and anti-human trafficking.

12.2 Sanctions

You confirm to comply with all Sanctions that You are subject to, and that neither you, Your sub-contractors nor any of Your associated parties:

is a sanctioned person listed on, or owned or controlled by, or acting on behalf of, a person listed on any Sanctions List or who is otherwise the target of Sanctions; or
is acting, directly or indirectly, on behalf of a Sanctioned Person.

12.3 Material Breach

Any breach of clause 12.1 or 12.2 by either Party is a material breach of Our Agreement. It allows the other Party to immediately terminate Our Agreement.

12.4 Anti-Money Laundering Compliance

Both of us, and, to both of Our knowledge, sub-contractors or any associated parties, have not violated and ensure continued compliance with Anti-Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Party and its subsidiaries having made all reasonable enquiries, threatened or contemplated.

13. Force Majeure

13.1 In case of Force Majeure Events (such occurrences or events will include without limitation actions and orders, legal labour disputes (including lockouts and strikes), pandemics and epidemics, flooding, storm, explosions, insurrection, natural disasters, war, sabotage, etc.,) are claimed by a Carrier, neither We, nor Our Retail Partners shall be liable for failure or delay in performance of its obligations under this Agreement, if those are affected by the occurrence of an unforeseeable act or event beyond the reasonable control of either of Us (Force Majeure Event).

13.1.1 In the event that We have transferred due and payable funds to the Carrier, We shall only be obligated to repay the Retail Partner in relation to these Transactions once the Carrier has reimbursed Us.
13.1.2 In the event that We have not transferred funds to the Carrier, We are only liable to repay the Retail Partner once the Carrier has cancelled the Invoice in relation to these Transactions.

13.2 If Force Majeure Events (such occurrences or events will include without limitation actions and orders, legal labour disputes (including lockouts and strikes), pandemics and epidemics, flooding, storm, explosions, insurrection, natural disasters, war, sabotage, etc.,) are claimed by a Retail Partner, We shall not be held liable towards the Carrier for failures or delays in performance of our obligations under Our Agreement, if those are affected by the occurrence of the Force Majeure Event claimed.

13.2.1 In the event that due and payable funds have been transferred to Us, We shall only be obligated to repay the Retail Partner once the Carrier has cancelled the Invoice in relation to these Transactions.
13.2.2 In the event that no funds have been transferred to Us, We shall not be liable to pay the Carrier until payment is received from the Retail Partner in relation to these Transactions, or if We have already paid the Carrier, the Carrier is liable to refund Us.

13.3 The Party affected by a Force Majeure Event shall notify the other Party as soon as reasonably possible after the commencement of such event.

13.4 In case the Retail Partner does not refund the End-Consumer, We shall receive and keep any Commissions or Fees due and payable to Us.

14. Final Clauses

14.1 Severability

Should one or several clauses under Our Agreement be invalid or unfeasible or become invalid or unfeasible, the effectiveness of the rest of the Agreement remains unaffected. The invalid or unfeasible clause will be replaced with a valid and feasible regulation that comes as close as legally possible to the effect intended by both of Us. The same applies if we Both come to the Conclusion that Our Agreement is incomplete.

14.2 Changes to Our Terms & Conditions

We may modify Our Terms & Conditions from time to time. In case of changes, We shall provide You with an updated version at least 4 weeks prior to the change taking effect.

14.3 You only have the right to set-off uncontested claims that have been declared binding by a court of law.

14.4 We are entitled to transfer this Agreement in full or in part to an Affiliated Company (section 15 AktG). The Partner hereby declares its express consent. We would inform you in a good manner.

14.5 Form

Unless expressly provided otherwise, an email suffices for any notice in connection with this Agreement, which requires the written form.

15. Applicable law and jurisdiction

15.1 Applicable Law

Our Agreement is governed by the laws of Germany.

15.2 Place of Jurisdiction

Place of performance is Berlin, Germany. Any dispute arising out or in connection with this Agreement shall be exclusively settled by the courts of Berlin, Germany.

Definitions

The following definitions shall apply to Our Agreement:

Whenever these Terms & Conditions refer to “We” this means Distribusion Technologies GmbH and its Affiliated Companies and whenever these Terms & Conditions refer to “You” this means You as the “customer” of Our services.

Accounting Documents

Means All documents provided by Us for accounting, invoicing and settlement purposes.

Affiliate Program

Means our in-house 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.

Affiliated Company

Means, in relation to a company, that company’s parent companies, subsidiaries and subsidiaries of its parent companies.

Affiliate Cookie

Means small pieces of data stored on a user's device, when they click on an Affiliate Link. Such Affiliate Cookies allow it to be determined that the End-Consumer was referred by Us.

Affiliate Link

Means the unique tracking link you place on Your Website to allow Affiliate Cookies to be stored on End-Consumer devices.

Agreement

Our Agreement including the General Terms & Conditions and any AdditionalTerms & Conditions.

Ancillary Service

Means supplementary or additional products and / or services offered either by Us or by the Carrier per segment per passenger (including, but not exclusively: paid seats, luggage):

Carrier Ancillary Service

Means a supplementary or additional product and / or service which is provided by the Carrier.

Distribusion Ancillary Service

Means a supplementary or additional product and / or service which is provided by Us, excluding Carrier Ancillary Services.

API

Means Application programming interface.

Booking

Means the purchase of Ticket(s) and / or Ancillary Service(s) made through Our Platform.

Carrier

Ground transportation service provider duly authorised to provide public collective transportation services.

Content

The data related to the inventory (Including but not limited to lines, schedules, availabilities, classes, fares, etc.) of the Carriers, that Carriers have commercially agreed to distribute through Our Retail Partners and technically enabled on Our Platform.

Confidential Information

Means all information (in whatever form and whether or not marked as confidential) which is disclosed before or after the date of Our Agreement including but not limited to: the terms of The content of Our Agreement, software, computer programs, codes, technology, test data, algorithms, formulas, processes, ideas, inventions, discoveries, concepts, designs, drawings, business, financial and present or future products or services, services and product development plans, forecasts, customer lists, current and anticipated customer requirements, strategies.

Confidential Information does not include information

made available to the general public,
disclosed to one of Us by a third party,
already in the possession of one of Us at the time of initial disclosure, or
developed independently by the other party, in each case other than as a result of, directly or indirectly, a breach of any confidentiality obligations.

Downtime

Means the period during which the Affiliate Tracking System is temporarily unavailable or disrupted in service. Downtime may occur due to scheduled maintenance, technical issues, server failures, updates, or other unforeseen circumstances.

DPA

Your applicable Data Processing Agreement in its current version.

End-Consumer

Means a person who proceeds a Booking.

Marketing-Carrier

Means the Carrier holding the "customer facing” side to the End-Consumer or Passenger.

Master Framework Agreement (“MFA”)

Means Our individual Agreement forming Our contractual relationship together with these General Terms & Conditions.

Online Booking Engine

Means the technical infrastructure we provide to run Your website or App, including check-out functionality, to help improve online sales performance.

Passenger

Means a person who is travelling using a Ticket.

Payment Date

Means 10 days after the issuance of Accounting Documents.

Platform

Means Our B2B marketplace where We manage third-party sales and distribute ground transportation Content and technology products as well as Our Online Booking Engine

Prices

Means all Fees as described in the Fee Schedule in Our individual Master Framework Agreement (“MFA”).

Representatives

Means the directors, officers, employees or external advisors of either of Us.

Retail Partners

Means Our network of third party marketing and sales channels offering sales or advertisement of transportation services.

Services

Means Our tailored made Product, by offering services that include but are not limited to searching, booking, ticketing, reporting, collection and settlement services. Our Services do not include transportation services.

Service Fee

Means Additional mark-up on top of the standard Ticket price to the End-Consumer.

Term

Duration as stated in Our Agreement.

Ticket

A Ticket is defined as a one-way trip per passenger, potentially across multiple segments (excluding virtual interlining). The Ticket is intended to only cover the core transportation service itself excluding any paid Ancillaries.

VAT

Value Added Tax.