Shuttle Planet Inc. & Shuttle Planet Ltd (Europe) ( "Shuttle Planet" or
"ShuttlePlanet.com" ) welcomes you. Shuttle Planet is really excited that you have
decided to access and use Shuttle Planet's website located at www.ShuttlePlanet.com
("Site").
These general delivery terms (the “Terms”) form an integral part of the Fare
Agreement (the "Fare Provider Agreement" and together with the Terms, "Agreement")
entered into between a Fare Provider and ShuttlePlanet.com (each a "Party" and
collectively the "Parties").
In addition to terms defined elsewhere in this Agreement, the following definitions
apply throughout this Agreement, unless the contrary intention appears:
"ShuttlePlanet.com Platform" means the website(s), apps, tools, platforms or other
devices of ShuttlePlanet.com on which the Service is made available.
"Customer Service" means the customer service desk of ShuttlePlanet.com which can be
reached at
or
such other address as set out in this Agreement.
"Direct Debit" means the instruction given by the Fare Provider to its bank such that
ShuttlePlanet.com is authorized to collect the relevant amount under this Agreement
directly from the bank account of the Fare Provider.
"Extranet" means the online system which can be accessed by the Fare Provider (after
identification of the username and the password) through the website
www.ShuttlePlanet.com/backend, for uploading, changes, verifying, updates and/or
amendments of the Fare Provider Information (including rates, availability) and
reservations.
"Force Majeure Event" means any of the following events affecting multiple Customers
and multiple Fare Providers: act-of-God, volcanic eruptions, (natural) disaster,
fire, (acts of) war, hostilities or any local or national emergency, invasion,
compliance with any order or request of any national, provincial, port or other
authority, government regulation or intervention, military action, civil war or
terrorism, (biological, chemical or nuclear) explosion, rebellion, riots,
insurrection strikes, civil disorder (or the material or substantial threat or
justified apprehension of any of the foregoing events), curtailment of
transportation facilities, close down of airports or any other exceptional and
catastrophic event, circumstance or emergency, making it impossible, illegal or
prevents Customers from travelling to or using the Fare Provider’s shuttle
transfers.
"Customer" means a visitor of the Platform or a Customer or Guest/Passenger of the
Fare Provider.
"Intellectual Property Right" means any patent, copyright, inventions, database
rights, design right, registered design, trade mark, trade name, brand, logos,
service mark, know-how, utility model, unregistered design or, where relevant, any
application for any such right, know-how, trade or business name, domain name (under
whatever extension, e.g. .com, .nl, .fr, .eu, etc.) or other similar right or
obligation whether registered or unregistered or other industrial or intellectual
property right subsisting in any territory or jurisdiction in the world.
"Marketed Online" means marketed to the general online by any means, including on
mobile applications. This definition excludes in particular email, SMS and instant
messaging communications that are not aimed at the general .
"Shared Transfer" means passenger transport provided to or searched by a customer
looking for a shared (i.e. carpooled, rideshared) passenger transport on the
shuttleplanet.com website.
"Offline Channel" means a channel that does not involve the use of the internet,
such as bookings made in person at a Fare Provider’s reception, by telephoning a
Fare Provider, or at a bricks and mortar travel agency.
"OTA" means any online reservation service that is not controlled, directly or
indirectly by the Fare Provider or the chain (whether integrated or not) to which
this Fare Provider belongs.
"Platforms" means the website(s), apps, tools, platforms and/or other devices of
ShuttlePlanet.com and its affiliated companies and business partners on or through
which the Service is (made) available.
"Published Online" means made available to the general online by any means,
including on mobile applications. In the case of rates, ation includes the display
of the actual rates or sufficient detail for the consumer to calculate rates (e.g.
xx% off, $yy discount).
"Service" means the online reservation system of ShuttlePlanet.com through which
Fare Provider can make their fares available for reservation, and through which
Customers can make reservations at such providers and the Facilitated
Payment.
"System" means the (XML) system that providers can access to use and utilize the
services, functionalities and administration of the Provider on the Platform
(including rates, booking policies, etc.).
"Unpublished" means not Published Online.
2. fare provider obligations
2.1 Provider Information
2.1.1 Information provided by the Fare Provider for inclusion on the Platforms shall
include information relating to the Fare Provider (including pictures, photos and
descriptions), its amenities and service, a confirmation of them being a legitimate
transportation business holding proper and any licenses required for conducting
passenger road transportation in their area of service given at registration, and
the vehicles and fares available for reservation, details of the rates (including
all applicable taxes, levies, surcharges and fees) and availability, no show
policies and restrictions (the "Fare Provider Information") and shall comply with
formats and standards provided by ShuttlePlanet.com. The Fare Provider Information
shall not contain any telephone or fax numbers or email (including skype) address or
social media website/app/platform (including twitter and facebook), with direct
references to the Fare Provider or its websites, apps, platform, tools or other
devices, or to websites, apps, platform, tools or other devices of third parties.
ShuttlePlanet.com reserves the right to edit or exclude any information on becoming
aware that it is incorrect or incomplete or in violation of the terms and conditions
of this Agreement.
2.1.2 The Fare Provider represents and covenants that the Fare Information shall at
all times be true, accurate and not misleading. The Fare Provider is at all times
responsible for a correct and up-to-date statement of the Fare Information,
including additional availability of fares for certain periods or any extraordinary
(material adverse) events or situations (e.g. any events that can be anticipated and
may hinder the path along which the fare is set). The Fare Provider shall update the
Fare Information on a daily basis (or such more frequent basis as may be required)
and may –at any time– change via the Extranet (i) the rate of its available fares
bookable, and (ii) the number or type of available seats and fares.
2.1.3 The information provided by the Fare Provider for the Platforms shall remain
the exclusive property of the Fare Provider. Information provided by the Fare
Provider may be edited or modified by ShuttlePlanet.com and subsequently be
translated into other languages, whereas the translations remain the exclusive
property of ShuttlePlanet.com. The edited and translated content shall be for the
exclusive use by ShuttlePlanet.com on the Platforms and shall not be used (in any
way or form) by the Fare Provider for any other distribution or sales channel or
purposes. Changes to or updates of the descriptive information of the Fare Provider
are not allowed unless prior written approval has been obtained from
ShuttlePlanet.com.
2.1.4 Unless ShuttlePlanet.com agrees otherwise, all changes, updates and/or
amendments of the Fare Provider Information (including rates, availability, fares)
shall be made by the Fare Provider directly and on-line through the Extranet or such
other ways as ShuttlePlanet.com may reasonably indicate. Updates and changes in
respect of pictures, photos and descriptions will be as soon as reasonably possible
processed by ShuttlePlanet.com.
2.2 Parity and Minimum Allocation
2.2.1 The Fare Provider shall be
requested, to give ShuttlePlanet.com Rate and
Conditions Parity. "Rate and Conditions Parity" means the same or better rates for
the same fare, same vehicle type, same dates, same number of unoccupied seats, same
or better amenities and add-ons (e.g. wifi, comfort options etc.), same or better
restrictions and policies such as reservation changes policy as made available by
the Fare Provider.
Rate and Conditions Parity does not in any case apply in respect of rates and
conditions:
- offered on any other OTA;
- offered on Offline Channels, provided that these fare rates are not Published
Online or Marketed Online; and /or
- that are Unpublished, provided that these fare rates are not Marketed
Online.
2.2.2 Minimum Allocation
The Fare Provider is
requested to make available a minimum number of fares
available for reservation via the Platforms, as set out in the Fare Provider
Agreement or the System (the "Minimum Allocation"). ShuttlePlanet.com invites the
Fare Provider to provide additional availability for all fare types for certain
periods as may be available or requested from time to time.
2.2.3 The restrictions and conditions (including the fare price) for fares made
available for reservation on the ShuttlePlanet.com Platform are
requested to be in
accordance with Clause 2.2.1 and make sense for all parties involved (including
consumers).
2.2.4 ShuttlePlanet.com shall be entitled to give a discount on the fare price at
its own costs to its closed user group members.
2.2.5 Within the spirit of this Agreement and subject at all times to Clause 2.2.1
and 2.2.2, the Fare Provider is invited to give, for each calendar month, (subject to
availability) some availability for all fares and fare types and is encouraged to
provide ShuttlePlanet.com with fair access to all fares and fare types (including
various applicable policies and restrictions) and rates available during the term of
the Agreement (during periods of low and high demand (including during fairs,
congresses and special events)).
2.3 Booking Fees
2.3.1 For each reservation made on the Platforms by a Customer for a Fare, the Fare
Provider shall pay ShuttlePlanet.com a booking fee (the "Commission" or "Booking
fee") calculated in accordance with Clause 2.3.2. Payment shall be made in
accordance with Clause 2.4.
2.3.2 The aggregate booking fee per reservation is equal to the number of Customers
using the fares, (ii) the booked rate per fare per person (including VAT, sales
taxes and such other applicable national, governmental, provincial, state, municipal
or local taxes or levies (the "Taxes")) and such other extra's, fees and surcharges
which are included in the offered rate at the time of booking of the fare by a
Customer on the Platform (such as, extra luggage fees, service fees, etc.), (iii)
the number of booked seats by the Customer, and (iv) the relevant booking fee
percentage set out in the Agreement (plus VAT/taxes (if applicable)). For the
avoidance of doubt, in the event of payment of the fare price by the Customer to the
Fare Provider in accordance with Clause 4.4 (Facilitated Payment), ShuttlePlanet.com
shall calculate the booking fees in the event of no-show or cancellation in
accordance with Clause 4.4.8, in all other events booking fees will be charged in
the event of overbooking or a no-show (unless the Fare Provider has notified
ShuttlePlanet.com of the relevant no-show within 2 business days after the scheduled
date of the fare) or a charged cancellation (cancellation in violation of the free
cancellation policy of the Fare Provider or ShuttlePlanet.com in case the fare
provider does not state their own cancellation policy) and shall be calculated in
accordance with the confirmed booking.
2.3.3 Rate shown to Customers on the Platforms shall be inclusive of VAT, sales tax,
charges and all such other (national, governmental, provincial, state, municipal or
local) taxes, fees, charges or levies (to the extent that such other taxes, fees and
levies can be reasonably calculated upfront without further information).
2.3.4 In the event that pursuant to (amendment or entering into force of) the
applicable law, rules and legislation applicable to the Fare Provider, the rates
must be shown to Customers inclusive of VAT, sales tax and all such other (national,
governmental, provincial, state, municipal or local) taxes, fees or levies, the Fare
Provider shall adjust the rates through the Extranet in accordance with the terms of
Clause 2.1.2 and 2.1.4 as soon as possible, but in any event within 5 business days
after (i) amendment or entering into force of the relevant law, rules and
legislation in this respect applicable to such Fare Provider, or (ii) notification
thereof by ShuttlePlanet.com.
2.3.5 The Extranet shows details of all reservations made for the Fare through the
Platform and the corresponding booking fees. On the 1st day of each month, an online
reservation statement (the "Online Reservation Statement") is available on the
Extranet showing the reservations of all Customers whose date of departure fell in
the previous month.
2.4 Payment Booking fees
2.4.1 Booking fees for bookings in a calendar month that contains the (scheduled)
departure date of the Customer in such month will be invoiced (save for free
cancellations made through ShuttlePlanet.com and in accordance with the cancellation
policy of the Fare Provider) and paid in the subsequent month in accordance with the
following terms:
(a) Invoices are processed on a monthly basis and shall be sent to the Fare Provider
by mail or e-mail.
(b) The Booking fees invoiced in respect of a month shall be paid by the Fare
Provider within 14 days from the invoice date.
(c) Payment when not collected by ShuttlePlanet.com directly shall be made by the
Fare Provider directly to ShuttlePlanet.com by means of Direct Debit, or in case
this is not available in the banking system of the bank where the payment is made
from, by wire transfer (to such bank account as identified by ShuttlePlanet.com).
ShuttlePlanet.com may from time to time settle (the relevant part) of the invoice in
accordance with Clause 4.4 for reservations of which the payment has been made in
accordance with Clause 4.4. For the avoidance of doubt, other means of payment (such
as by cheque or via "payment agencies") cannot be processed by ShuttlePlanet.com and
therefore will not be accepted. The Fare Provider shall bear all costs as charged by
the banks for the transfer of the funds.
(d) All Booking fee payments to be made under this Agreement shall be made in
cleared funds, without any deduction or set-off and free and clear of and without
deduction for or on account of any taxes, levies, imports, duties, charges, fees and
withholdings of any nature now or hereafter imposed by any governmental, fiscal or
other authority. If the Fare Provider is compelled to make any such deduction or
withholding, it will pay to ShuttlePlanet.com such additional amounts as are
necessary to ensure receipt by ShuttlePlanet.com of the full (net) amount as set out
in the invoice which ShuttlePlanet.com would have received but for the deduction.
The Fare Provider is responsible and liable for the payment and remittance of any
taxes, levies, imports, duties, charges, fees and withholdings over and above the
full (net) booking fee payment due from the Fare Provider to
ShuttlePlanet.com.
(e) The booking fees invoiced in respect of a month shall be paid by the Fare
Provider in the relevant currency (and if applicable at the exchange rate) as
specified in the invoice. ShuttlePlanet.com may at its sole discretion prepare
invoices either in a major currency (e.g. GBP/EUR/USD) or the relevant local
currency of the Fare Provider and subsequently convert the relevant final amount in
the local currency or a major currency on the basis of the exchange rate of the last
day of the relevant month for which the invoice is issued (and not on the day of
checkout). The exchange rate used shall be the interbank rate (closing rate as per
4PM EST) as used or promulgated by major international financial banks or service
companies from time to time selected by ShuttlePlanet.com.
2.4.2 The Fare Provider is responsible for withholding and reporting relevant taxes
(i.e. mentioned above in 2.4.1 under d) applicable to the booking fees due to
ShuttlePlanet.com according to the relevant tax regulations and the practices and
requests of the tax authorities. The Fare Provider shall bear and be responsible for
the payment and remittance of the taxes applicable to the booking fees (payments)
and the associated late payment interests and penalties imposed by the tax authority
for failing to withhold and report any taxes applicable to the booking fees. If
required, the Fare Provider shall be solely responsible to negotiate and agree with
the relevant tax authorities on the tax treatments of the booking fees (payments).
The Fare Provider shall upon first request of ShuttlePlanet.com provide
ShuttlePlanet.com with (photo/scanned) copies of tax payment certificates/tax
exemption certificates upon each remittance of the booking fees. The Fare Provider
represents and covenants that it is duly registered with all relevant tax
authorities (including applicable statutory (local) revenue collection authorities)
as a Passenger Transportation company or other Fare Provider.
2.4.3 In the event of a dispute between ShuttlePlanet.com and the Fare Provider
(e.g. on the amount of the booking fee), any undisputed amount of the booking fees
will be paid in accordance with the terms of this Agreement, notwithstanding the
status or nature of the dispute.
2.4.4 In the case of late payment, ShuttlePlanet.com reserves the right to claim
statutory interest, to suspend its service under the Agreement (e.g. by suspending
the Fare Provider from the Platforms), and/or to ask for a bank guarantee or other
form of financial security from the Fare Provider.
2.4.5 The Fare Provider shall upon first request of ShuttlePlanet.com pay a deposit
which amount shall be equal to minimum the sum of the 3 highest invoices of
operations with ShuttlePlanet.com or such other amount as determined by
ShuttlePlanet.com at its discretion (the "Deposit"). The Deposit will be held by
ShuttlePlanet.com as a security for performance of the (payment) obligations of the
Fare Provider under the Agreement. Upon termination of this Agreement, the Deposit,
or any balance thereof after deducting outstanding booking fees, shortfall payments
and other costs due to ShuttlePlanet.com will be repaid to the Fare Provider within
30 days after settlement in full of the outstanding obligations and liabilities
(including the payment of the outstanding booking fees). Upon first request of
ShuttlePlanet.com, the Fare Provider shall pay as further Deposit such additional
amount as requested by ShuttlePlanet.com if the outstanding booking fees exceed the
Deposit or if the Fare Provider frequently fails to pay the booking fees when due.
At any point during the term of the Agreement, ShuttlePlanet.com will monitor the
(payment) performance of the Fare Provider and may decide to repay the Deposit to
the Fare Provider after review (used criteria at ShuttlePlanet.com discretion).The
amount of the Deposit shall in no way limit or cap the liability of the Fare
Provider under this Agreement. The Deposit shall not bear any interest.
2.5 Reservation, Customer Reservation, complaints
2.5.1 When a reservation is made by a Customer on the Platform, the Fare Provider
shall receive a confirmation for every reservation made via ShuttlePlanet.com, which
confirmation shall include the date of departure and arrival, the number of seats
booked/Customers, the fare type, the fare rate, the Customer's name, address and
credit card or payment details (collectively "Customer Data") and such other
specific request(s) made by the Customer. ShuttlePlanet.com is not responsible for
the correctness and completeness of the information (including credit card details)
and dates provided by Customers and ShuttlePlanet.com is not responsible for the
payment obligations of the Customers relating to their (online) reservation. For the
avoidance of doubt, the Fare Provider shall on a regular basis (but at least on a
daily basis) check and verify on the Extranet (the status of) the reservations
made.
2.5.2 By making a reservation through the Platforms a direct contract (and therefore
legal relationship) is created solely between the Fare Provider and the Customer
(the "Customer Reservation").
2.5.3 The Fare Provider is bound to accept a Customer as its contractual party, and
to handle the online reservation in compliance with the Fare Information (including
rate) contained on the Platforms at the time the reservation was made and the
reservation confirmation, including any supplementary information and/or wishes made
known by the Customer.
2.5.4 Other than the fees, extra's and (sur-)charges as set out in the confirmed
booking, the Fare Provider shall not charge the customer any
transaction/administration fee or charge for the use of any payment method (e.g.
credit card charge).
2.5.5 Complaints or claims in respect of (the products or service offered, rendered
or provided by) the Fare Provider or specific requests made by Customers are to be
dealt with by the Fare Provider, without mediation by or interference of
ShuttlePlanet.com. ShuttlePlanet.com is not responsible for and disclaims any
liability in respect of such claims from the Customers. ShuttlePlanet.com may at all
times and at its sole discretion (a) offer customer (support) services to a
Customer, (b) act as intermediate between the Fare Provider and a Customer, (c)
provide at the costs and expenses of the Fare Provider alternative fare of an equal
or better standard in the event of an overbooking or other material irregularities
or complaints in respect of the Fare Provider, or (d) otherwise assist a Customer in
its communication with or actions against the Fare Provider.
2.6 Overbooking and cancellation
2.6.1 The Fare Provider shall provide the fares booked and in the event that the
Fare Provider is not able to meet its obligations under this Agreement for any
reason whatsoever, the Fare Provider shall promptly inform ShuttlePlanet.com via
Customer Service (
support@shuttleplanet.com;
whereas the subject line of each email shall state "overbooking"). Unless
ShuttlePlanet.com has arranged for alternative fare (to be verified by the Fare
Provider with ShuttlePlanet.com), the Fare Provider will use its best endeavors to
procure alternative arrangements of equal or superior quality at the expense of the
Fare Provider and in the event that no Fare is available on arrival, the Fare
Provider will:
(a) find suitable alternative Fare of an equal or better standard to the Fare
Provider holding the Customer‘s guaranteed booking;
(b) provide free private transportation to the alternative Fare for the Customer and
other members of the Customer’s party who are listed in the Customer’s guaranteed
booking, and
(c) reimburse and compensate ShuttlePlanet.com and/or the Customer for all
reasonable costs and expenses (e.g. costs of the alternative fare, transportation,
telephone costs) made, suffered, paid or incurred by the Customer and/or
ShuttlePlanet.com due to or caused by the overbooking. Any amount charged by
ShuttlePlanet.com in this respect shall be paid within 14 days after receipt of the
invoice.
2.6.2 The Fare Provider is not allowed to cancel any online reservation.
(a) Unless otherwise determined by the fare provider, the cancellation policy that
applies to customers on the ShuttlePlanet.com platform by default, determined by
Shuttle Planet Inc., is as follows:
(i) No cancellation is possible for shared transportation.
(ii) Private, Chauffeur Service, and Rent-a-car reservation cancellation is possible
up to 3 days prior to the booked date.
2.6.3 Cancellations made by Customers before the time and date beyond which a
cancellation fee applies will not attract booking fees. Cancellations made by
Customers after the time and date beyond which a cancellation fee applies will
attract a booking fee in accordance with the terms of this Agreement.
2.7 Credit Card guarantee
2.7.1 Save for reservations paid through Facilitated Payment (in which event this
Clause 2.7 is not applicable), guarantee of the booking is based on the credit card
details provided by the Customer or the person responsible for the booking. The Fare
Provider shall at all times accept all major credit cards (including Master Card,
Visa and American Express) for guarantee of a booking. The Fare Provider is
responsible for the verification of the validity of these credit card details, the
(pre) authorization of the credit card and the limit of credit on the date of the
fares booked. The Fare Provider shall upon receipt of a booking, promptly verify and
pre-authorize the credit card. If the credit card offers no guarantee, the Fare
Provider will immediately notify ShuttlePlanet.com, which subsequently invites the
Customer to guarantee the booking in an alternative manner. If the Customer is
unable or unwilling to do this, ShuttlePlanet.com may cancel the booking upon
request of the Fare Provider. If the credit card (or any alternative guarantee made
by the Customer) is not effective or valid for any reason, this shall always be at
the risk and for the account of the Fare Provider. Bookings which are cancelled by
ShuttlePlanet.com pursuant to this Clause 2.7.1 will not attract any booking
fees.
2.7.2 The Fare Provider which wishes to take payment from the credit card directly
before the date of the fare must ensure that the up-front payment condition
(including the (special) rate restrictions, terms and conditions for or connected
with such pre-payment) are clearly explained to Customers in the information made
available to the Customer prior to making a reservation and included in the Fare
Provider Information.
2.7.3 The Fare Provider shall be responsible for charging the Customer for the
consumed fare if the payment was not already processed by ShuttlePlanet.com, no show
fee or charged cancellation (including applicable Taxes for which the Fare Provider
shall be liable and remit to the relevant tax authorities). Credit cards shall be
charged in the same currency as set out in the reservation of a Customer. To the
extent that this is not possible, the Fare Provider may charge the credit card of
the Customer in a different currency with a reasonable and fair exchange
rate.
2.7.4 In the event of offering fares at cash payment only, no credit card details
will be made available by ShuttlePlanet.com to the Fare Provider (each a "Cash Only
Fare Provider " or "COA") as guarantee for the booking.
2.8 Securitization of Credit Card Data
2.8.1 The Fare Provider is required to comply, and to have its service providers
comply on an ongoing basis, with the requirements, compliance criteria and
validation processes as set forth in the Payment Card Industry ("PCI") Data Security
Standard as promulgated from time to time by the major credit card
companies.
2.8.2 The Fare Provider acknowledges that it is responsible for the security of
cardholder data it processes within the context of this Agreement and
ShuttlePlanet.com acknowledges that it is responsible for the security of cardholder
data it processes within the context of this Agreement.
2.9 Extranet
ShuttlePlanet.com will provide the Fare Provider with a user ID and password which
allows the Fare Provider to access the Extranet. The Fare Provider shall safeguard
and keep the user ID and password confidential and safely stored and not disclose it
to any person other than those who need to have access to the Extranet. The Fare
Provider shall immediately notify ShuttlePlanet.com of any (suspected) security
breach or improper use.
2.10 Force Majeure Event
In the event of a Force Majeure Event, the Fare Provider shall not charge (and shall
repay (if applicable)) the Customers affected by the Force Majeure Event any fee,
costs, expenses or other amount (including the (non-refundable) rate or the no-show,
(change of) reservation or cancellation fee) for (i) any cancellation or change of
the reservation made by the Customers, or (ii) that part of the reservation that was
not consumed, due to the Force Majeure Event. In the event of reasonable and
justified doubt, the Fare Provider may ask a Customer to provide reasonable evidence
of the causality between the Force Majeure Event and cancellation, no-show or change
of reservation (and provide ShuttlePlanet.com upon request with a copy of such
evidence). In order for ShuttlePlanet.com to register any cancellation, no-show or
amendment of the reservation due to a Force Majeure Event, the Fare Provider shall
inform ShuttlePlanet.com within 2 business days after (a) the scheduled fare date of
the no-show or cancellation, or (b), the number of Customers actually transported.
ShuttlePlanet.com will not charge any booking fees in the event of a registered
no-show or cancellation or over that part of the booking which is not consumed due
to the Force Majeure Event.
3. license
3.1 The Fare Provider hereby grants ShuttlePlanet.com a non-exclusive, royalty
free and worldwide right and license (or sublicense as
applicable):
(a) to use, reproduce, have reproduced, distribute, sublicense, communicate and make
available in any method and display those agreed upon elements of the Intellectual
Property Rights of the Fare Provider as provided to ShuttlePlanet.com by the Fare
Provider pursuant to this Agreement and which are necessary for ShuttlePlanet.com to
exercise its rights and perform its obligations under this Agreement;
(b) to use, reproduce, have reproduced, process, distribute, sublicense, display and
utilize (including without limitation to ly perform, modify, adapt, communicate,
reproduce, copy and make available to the in any manner whatsoever) the Fare
Provider Information.
3.2 ShuttlePlanet.com may sublicense, make available, disclose and offer the Fare
Provider Information (including the relevant Intellectual Property Rights) of the
fares and special offers made available by the Fare Provider on the Platforms and
all such further rights and licenses set out in this Agreement via or in
collaboration with (the websites, apps, platform, tools or other devices of)
affiliated companies and/or third parties (the "Third Party Platforms").
3.3 In no event shall ShuttlePlanet.com be liable to the Fare Provider for any acts
or omissions on the part of any Third Party Platforms. The sole remedy for the Fare
Provider in respect of such Third Party Platforms is (i) to request
ShuttlePlanet.com (which has the right and not the obligation) to disable and
disconnect with such Third Party Platform, or (ii) termination of this Agreement,
all in accordance with the terms of this Agreement.
4. ranking, customer reviews, marketing and facilitated payment (agency)
model
4.1 Ranking
4.1.1 The order in which the Fares are listed on the Platforms (the "Ranking"), is
determined automatically and unilaterally by ShuttlePlanet.com. Ranking is based on
and influenced by various factors, including but not limited to the booking fee
percentage (to be) paid by the Fare Provider, the minimum availability stated by the
Fare Provider, the number of bookings related to the number of fares to the relevant
Fare Provider page on the Platform (the "Conversion"), the volume realized by the
Fare Provider, the ratio of cancellations, the Customer review scores, the customer
service history, the number and type of complaints from Customers and the on-time
payment record of the Fare Provider.
4.1.2 The Fare Provider has the possibility to influence its own ranking by changing
the booking fee percentage and availability for certain periods, and continuously
improving the other factors. The Fare Provider shall not make any claim against
ShuttlePlanet.com regarding the Ranking of Fare Provider; the Ranking system is
automated. The automated Ranking (as defined hereafter) system uses on-time payment
as a factor so failure to pay booking fees on-time will result in a reduced
Ranking.
4.2 Customer reviews
4.2.1 Customers which have traveled with the Fare Provider will be asked by
ShuttlePlanet.com to comment on their fare with the Fare Provider and to provide a
score for certain aspects of their trip.
4.2.2 ShuttlePlanet.com reserves the right to post these comments and scores on the
Platforms. The Fare Provider acknowledges that ShuttlePlanet.com is a distributor
(without any obligation to verify) and not a publisher of these comments.
4.2.3 ShuttlePlanet.com undertakes to use its best efforts to monitor and review
Customer reviews in respect of obscenities or the mention of an individual’s name.
ShuttlePlanet.com reserves the right to refuse, edit or remove unfavorable reviews
in the event that such reviews include obscenities or mention an individual’s
name.
4.2.4 ShuttlePlanet.com will not enter into any discussion, negotiation or
correspondence with the Fare Provider in respect of (the content of, or consequences
of the ation or distribution of) the Customer reviews.
4.2.5 ShuttlePlanet.com shall not have and disclaims any liability and
responsibility for the content and consequences of (the ation or distribution of)
any comments or reviews howsoever or whatsoever.
4.2.6 The Customer reviews are for exclusive use by ShuttlePlanet.com and can be
made available on such Platforms as from time to time made available to by
ShuttlePlanet.com. ShuttlePlanet.com exclusively retains ownership of all rights,
title and interest in and to (all intellectual property rights of) the Customer
reviews and the Fare Provider is not entitled to (directly or indirectly) publish,
market, promote, copy, scrape, (hyper/deep) link to, integrate, obtain, utilize,
combine, share or otherwise use the Customer reviews without prior written approval
of ShuttlePlanet.com.
4.3 (Online) marketing and PPC advertising
4.3.1 ShuttlePlanet.com is entitled to promote the Fare Provider using the Fare
Provider’s name(s) in online marketing, including email marketing and/or
pay-per-click (PPC) advertising. ShuttlePlanet.com runs online marketing campaigns
at its own costs and discretion.
4.3.2 The Fare Provider is aware of the working methods of search engines, such as
spidering of content and ranking of URLs. ShuttlePlanet.com agrees that if the Fare
Provider becomes aware of behavior by Third Party Platforms that breaches the Fare
Provider’s Intellectual Property Rights, then the Fare Provider will notify
ShuttlePlanet.com in writing with details of the conduct and ShuttlePlanet.com will
use its commercially reasonable endeavors to ensure that the relevant third party
takes steps to remedy the breach.
4.3.3 The Fare Provider agrees not to use, display, benefit from, include, utilize,
refer to or specifically target the ShuttlePlanet.com brand/logo (including trade
name, trade mark, service mark or other similar indicia of identity or source)
whether directly through keyword purchases that use ShuttlePlanet.com's Intellectual
Property Rights, for price comparison purposes or any other purposes (whether on the
Fare Provider platform or any third party platform, system or engine or otherwise),
unless approved in writing by ShuttlePlanet.com.
4.4 Facilitated Payment
4.4.1 The Fare Provider agrees and acknowledges that ShuttlePlanet.com may (at all
times as agent) – from time to time and in certain jurisdictions and for certain
companies facilitate certain payment methods for the (pre-/down) payment of the Fare
Price (as defined below) by Customers to the Fare Provider pursuant to which (as
available) bank transfer, credit card payments or other forms of online payment can
be made and processed for and on behalf of the Fare Provider (by means of full and
final settlement of payment) (the "Facilitated Payment"). ShuttlePlanet.com engage a
third party to facilitate and process the payment (the "Payment Processor"). The
Facilitated Payment service is offered free of charge.
4.4.2 The Fare Provider agrees and acknowledges that for each reservation, the
relevant total amount of the reservation (including all applicable Taxes, fees,
extra's and add-ons made or included during the reservation process (E.g. Extras) to
the extent disclosed to ShuttlePlanet.com by the Fare Provider (unless indicated
otherwise by ShuttlePlanet.com) will be collected and processed by the Payment
Processor (the relevant amount hereafter the "Fare Price") in accordance with the
applicable payment policy of the Fare Provider for the relevant reservation and
disclosed on the Platform.
4.4.3 The Fare Provider agrees and acknowledges that ShuttlePlanet.com may use and
utilize the Facilitated Payment (including other (online) payment methods such as
virtual credit cards) for (i) (pre-/down) payment of the Fare Price by the Customer
to the Fare Provider through the Payment Processor in final settlement of such
payment, and (ii) settlement and payment of (a) for COAs: the due and outstanding
booking fees by setting off the due and outstanding booking fees for reservations
that have been paid in accordance with Clause 4.4, and (b) such other amounts due by
the Fare Provider to ShuttlePlanet.com with the total amount of all the Fare Prices
processed at any time through the Payment Processor. Insofar there are insufficient
funds to settle and pay all amounts due to ShuttlePlanet.com, ShuttlePlanet.com
shall be entitled to collect the relevant deficit by means of Direct Debit (if
available), set off with the Deposit (if applicable) or the Fare Provider shall upon
first request of ShuttlePlanet.com pay the relevant deficit to such bank account as
from time to time identified by ShuttlePlanet.com.
4.4.4 The Fare Provider agrees and acknowledges that it is –at all times–
responsible for the collection, remittance, withholding and payment to the relevant
(tax) authorities (as applicable) of the relevant Taxes, (sur)charges, extra's and
fees over the Fare Price (including the relevant Taxes, (sur)charges, extra's,
amounts and fees not included in the Fare Price) and remittance, withholding and
payment (as applicable) of the Taxes over the booking fee, to the relevant tax
authorities. Unless ShuttlePlanet.com has indicated that certain Taxes, fees,
charges add-ons (e.g. Extras) or other amounts are not included Fare Price (the
"Excluded Elements"), the Fare Provider shall not further charge, request payment of
or collect any amount from the Customer that has not already been included in the
Fare Price (save for the Excluded Elements (if applicable)).
4.4.5 In order to transfer the relevant collected amount (after deducting and
set-off (if applicable) with the due and outstanding booking fees, fees, costs and
expenses and such other amounts due to ShuttlePlanet.com) (the "Net Amount"), the
Fare Provider shall provide ShuttlePlanet.com with the relevant bank details to
which the relevant amount shall paid or be provided with a virtual credit card (the
"Virtual Card") to collect the relevant funds. The Virtual Card may be authorized or
charged as per the date of reservation. For payment via bank transfer:
ShuttlePlanet.com shall transfer the Net Amount to the Fare Provider within 14 days
after the end of the month in which the Customer is transported. The Fare Provider
acknowledges that the first payment shall only be made upon materialization of the
first reservation(s). Payment of the Fare Price may at all times without notice be
suspended in the event of (alleged or suspected) (credit card) fraud or breach of
contract. The Fare Provider accepts and acknowledges that due to fluctuating
currency exchange rates and costs/fees charged by banks, credit card companies and
other intermediaries (for the collection, processing and paying the relevant funds),
there may be differences between Fare Price (as uploaded by the Fare Provider in the
system), the collected amount and the amount paid to the Fare Provider. The Fare
Provider shall bear the currency exchange risk and the costs and fees as charged by
its banks for the receipt and conversion of the Fare Price. The funds held by the
Payment Processor or any other party for and on behalf of the Fare Provider will not
bear any interest. The relevant funds on the Virtual Card shall be available for
collection by the Fare Provider for a period of 6 months after the date of the
Fare.
4.4.6 In the event of (alleged) fraudulent activities by the Fare Provider or if
ShuttlePlanet.com is required by law, court order, (semi) governmental instruction
or orders, arbitrational decision (or similar ruling), subpoena or cancellation
policy to make a refund, of all or part of the Fare Price (or insofar otherwise
reasonable and fair), ShuttlePlanet.com reserves the right to claim from the Fare
Provider repayment of such amount (re)paid to Customer, but received by the Fare
Provider (which payment shall be made within 14 days after a request by
ShuttlePlanet.com).
4.4.7 Insofar the Fare Provider agrees to a refund of a wholly or partly paid
non-refundable Fare Price (or part thereof), ShuttlePlanet.com shall be entitled to
settle on behalf of the Fare Provider the relevant amount paid to the Customer with
other amounts collected by the Payment Processor or – if requested by the Fare
Provider and approved by ShuttlePlanet.com – the relevant amount shall be paid and
transferred to ShuttlePlanet.com within 14 days upon approval by ShuttlePlanet.com
and ShuttlePlanet.com shall transfer the relevant amount to the Customer as soon as
possible from an organizational and technical point of view as of the moment that
the entitlement comes into existence legally and not charge the Fare Provider any
booking fees for such refund.
4.4.8 In the event of a no-show or cancellation, ShuttlePlanet.com shall be entitled
to charge booking fees over the relevant amount of the fare price collected and
transferred to the Fare Provider. In the event of an overbooking, the booking fee
shall be calculated in accordance with Clause 2.3.2.
4.4.9 The Fare Provider shall only issue an invoice to the Customer (and provide
such Customer upon his/her first request with an invoice) for the full amount of the
reservation (including or plus (as required by applicable laws) of all applicable
Taxes, surcharges and fees). The Fare Provider shall not invoice (or send an invoice
to) ShuttlePlanet.com for the reservation or trip. Nothing in this Agreement shall
constitute or imply that ShuttlePlanet.com acts or operates as a merchant of record
or (re)seller of the fare.
5. representations and warranties
5.1 The Fare Provider represents and warrants to ShuttlePlanet.com that for the
term of this Agreement:
(i) the Fare Provider has all necessary rights, power and authority to use, operate,
own (as applicable), (sub)license and have ShuttlePlanet.com make available on the
Platforms (a) the relevant fares, and (b) the Intellectual Property Rights in
respect of, as set out or referred to in the Fare Provider Information made
available on the Platforms;
(ii) the Fare Provider holds and complies with all permits, licenses and other
governmental organizations and requirements necessary for conducting, carrying out
and continuing its operations and business and making the fares available on the
Platforms for reservation.
(iii) the price for the fares advertised on the Platforms correspond to, or are
better than, the best available price for an equivalent fare as Marketed Online,
Published Online or otherwise made available online by the Fare Provider on its own
website and a better price cannot be obtained by a Customer making a reservation
with the Fare Provider directly on its website/app, and
(iv) the Fare Provider and its directors and (direct, indirect and ultimate
(beneficial)) owners (and their directors) are not in any way connected to, part of,
involved in or related to or under the control, management or ownership
of:
(a) terrorists or terrorist organizations;
(b) parties / persons (i) listed as (special) designated nationals/entities or
blocked person/entities, or (ii) otherwise subject to any applicable trade embargo,
or financial, economic and trade sanctions, and
(c) parties / persons guilty of money laundering, bribery, fraud or
corruption.
The Fare Provider shall immediately notify ShuttlePlanet.com in the event of a
breach of this Clause 5.1 paragraph (iv).
5.2 Each Party represents and warrants to the other Party that for the term of
this Agreement:
(i) it has the full corporate power and authority to enter into and perform its
obligations under this Agreement;
(ii) it has taken all corporate action required by it to authorize the execution and
performance of this Agreement;
(iii) this Agreement constitutes legal valid and binding obligations of that Party
in accordance with its terms, and
(iv) each Party shall comply with all applicable governmental laws, codes,
regulations, ordinances and rules of the country, state or municipal under which law
the relevant Party is incorporated with respect to the products (to be) offered
and/or services (to be) rendered by such Party.
5.3 Except as otherwise expressly provided in this Agreement, neither Party makes
any representations or warranties, express or implied, in connection with the
subject matter of this Agreement and hereby disclaims any and all implied
warranties, including all implied warranties of merchantability or fitness for a
particular purpose regarding such subject matter.
5.4 ShuttlePlanet.com disclaims and excludes any and all liability in respect of the
Fare Provider which is related to any (temporary and/or partial) breakdown, outages,
downtime, interruption or unavailability of the Platforms, the Service and/or the
Extranet. ShuttlePlanet.com provides (and the Fare Provider accepts) the Service,
the Platform and the Extranet on an "as is" and "as available" basis.
6. indemnification and liability
6.1 Each Party (the "Indemnifying Party") shall be liable towards, and compensate,
indemnify and hold the other Party (or its directors, officers, employees, agents,
affiliated companies and subcontractors) (the "Indemnified Party") harmless for and
against any direct damages, losses (excluding any loss of production, loss of
profit, loss of revenue, loss of contract, loss of or damage to goodwill or
reputation, loss of claim or any special, indirect or consequential losses and/or
damages), liabilities, obligations, costs, claims, claims of any kind, interest,
penalties, legal proceedings and expenses (including, without limitation, reasonable
attorneys’ fees and expenses) actually paid, suffered or incurred by the Indemnified
Party pursuant to:
(i) a breach of this Agreement by the Indemnifying Party, or
(ii) any claim from any third party based on any (alleged) infringement of the third
party's Intellectual Property Right by the Indemnifying Party.
6.2 The Fare Provider shall fully indemnify, compensate and hold ShuttlePlanet.com
(or its directors, officers, employees, agents, affiliated companies and
subcontractors) harmless for and against any liabilities, costs, expenses
(including, without limitation, reasonable attorneys’ fees and expenses), damages,
losses, obligations, claims of any kind, interest, penalties and legal proceedings
paid, suffered or incurred by ShuttlePlanet.com (or its directors, officers, agents,
affiliated companies and subcontractors) in connection with:
(i) all claims made by Customers concerning inaccurate, erroneous or misleading
information of the Fares on the Platforms;
(ii) all claims made by Customers concerning or related to a use of the fares,
overbooking or (partly) cancelled or wrong reservations or repayment, refund or
charge back;
(iii) all other claims from Customers which are wholly or partly attributable to or
for the risk and account of the Fare Provider (including its directors, employees,
agents, representatives and the premises of the Fare Provider) (including claims
related to (lack of) services provided or product offered by the Fare Provider) or
which arise due to tort, fraud, willful misconduct, negligence or breach of contract
(including the Customer Reservation) by or attributable to the Fare Provider
(including its directors, employees, agents, representatives and the premises of the
Fare Provider) in respect of a Customer or its property; and
(iv) all claims against ShuttlePlanet.com in relation to or as a result of the
failure of the Fare Provider to (a) properly register with relevant tax authorities,
or (b) pay, collect, remit or withhold any applicable Taxes, fees and (sur)charges
levied or based on the services or other charges hereunder in the relevant
jurisdiction (including fare price and booking fee payments).
6.3 Save as otherwise provided for in this Agreement, the maximum liability of one
Party to any other party in aggregate for all claims made against such party under
or in connection with this Agreement in a year shall not exceed the aggregate
booking fees received or paid by such Party in the preceding year or GBP 80,000
(whichever is higher), unless in the event of tort, fraud, willful misconduct, gross
negligence, deliberate non-disclosure or deliberate deception on the part of the
liable Party (i.e. the Indemnifying Party), in which event the limitation of
liability is not applicable for such liable party. Parties agree and acknowledge
that none of the limitations of liability set out in Clause 6 shall apply to any of
the indemnifications in respect of third party claims (e.g. claims from Customers as
described in 6.2) or third party liabilities.
6.4 In the event of a third party claim, Parties shall act in good faith and use
their commercially reasonable efforts to consult, cooperate and assist each other in
the defense and/or settlement of such claim, whereas the indemnifying Party shall be
entitled to take over a claim and assume the defense (in consultation and agreement
with the indemnified Party and with due observance of both Parties' interests), and
neither Party shall make any admission, file any papers, consent to the entry of any
judgment or enter into any compromise or settlement without the prior written
consent of the other Party (which shall not unreasonably be withheld, delayed or
conditioned).
6.5 In no event shall any Party be liable to any other Party for any indirect,
special, punitive, incidental or consequential damages or losses, including loss of
production, loss of profit, loss of revenue, loss of contract, loss of or damage to
goodwill or reputation, loss of claim, whether such damages are (alleged as) a
result of a breach of contract, tort or otherwise (even if advised of the
possibility of such damages or losses). All such damages and losses are hereby
expressly waived and disclaimed.
6.6 Each Party acknowledges that remedies at law may be inadequate to protect the
other Party against any breach of this Agreement and without prejudice to any other
rights and remedies otherwise available to the other Party, each Party will be
entitled to injunctive relief and specific performance.
7. term, termination and suspension
7.1 Unless agreed otherwise, this Agreement shall commence on the date hereof for
indefinite period of time. Each Party may terminate this Agreement at any time and
for any reason, by written notice to the other Party with due observance of a notice
period of 14 days.
7.2 Each Party may terminate this Agreement (and close the Fare Provider on the
Platforms) or suspend this Agreement in respect of the other Party, with immediate
effect and without a notice of default being required in case of:
(a) a material breach by the other Party of any term of this Agreement (e.g. delay
of payment, insolvency, breach of Rates and Conditions Parity, the provision of
wrong information or receipt of a significant number of Customer complaints);
or
(b) (filing or submission of request for) bankruptcy or suspension of payment (or
similar action or event) in respect of the other Party.
7.3 Any notice or communication by ShuttlePlanet.com of "closure" ("close",
"closed") of the Fare Provider on the website (or similar wording) shall mean
termination of the Agreement. After termination, suspension or closure, the Fare
Provider shall honor outstanding reservations for Customers and shall pay all
booking fees (plus costs, expenses, interest if applicable) due on those
reservations in accordance with the terms of this Agreement.
7.4 The following events shall in any event be regarded as a material breach and
entitle ShuttlePlanet.com to immediately terminate (close) or suspend the Agreement
(without a notice of default):
(i) the Fare Provider fails to pay booking fees on or before the due date;
(ii) the Fare Provider posts incorrect or misleading Fare Information on the
Extranet;
(iii) the Fare Provider fails to maintain Information on the Extranet resulting in
over-bookings of the Fares;
(iv) the Fare Provider fails to accept a reservation at the price shown on a
reservation;
(v) the Fare Provider overcharges one or more Customers;
(vi) the Fare Provider charges a Customer’s credit card prior to arrival of the
Customer without an express agreement from the Customer (a Customer provides express
agreement if they select a non-refundable or an advance purchase fare
type);
(vii) ShuttlePlanet.com receives one or more legitimate and serious complaint(s)
from one or more Customer(s) who made reservations with the Fare Provider;
(viii) misuse of the Customer review process by any behavior that results in a
review appearing on the Platforms that is not an honest expression of a real fare
use by a real Customer at the Fare Provider;
(ix) inappropriate, unlawful or unprofessional behavior towards Customers or
ShuttlePlanet.com staff; or
(x) any (alleged) safety, privacy or health issues or problems in respect of the
Fare Provider or its vehicles (the Fare Provider shall at its own costs and upon
first request of ShuttlePlanet.com deliver the relevant permits, licenses,
certificates or such statements issued by an independent expert evidencing and
supporting its compliance with applicable (privacy, safety and health) laws and
legislation).
7.5 Upon termination and save as set out otherwise, this Agreement shall absolutely
and entirely terminate in respect of the terminating Party and cease to have effect
without prejudice to other Party’s rights and remedies in respect of an
indemnification or a breach by the other (terminating) Party of this Agreement.
Clause 2.4, 6, 8, 9 and 10 shall survive termination.
8. books and records
8.1 The systems, books and records of ShuttlePlanet.com (including Extranet, the
Online Reservation Statement, faxes and/or emails) shall be considered conclusive
evidence of the existence and receipt by the Fare Provider of the reservations made
by the and the amount of the booking fees of the Fare Provider or damages or costs
due to ShuttlePlanet.com under this Agreement, unless the Fare Provider can provide
reasonable and credible counter-evidence.
8.2 The Fare Provider shall upon first request of ShuttlePlanet.com fully cooperate
and assist ShuttlePlanet.com with (and disclose all reasonably requested information
in respect of) the identification of the (ultimate) owner, manager and/or controller
of the Fare Provider.
9. confidentiality
9.1 Parties understand and agree that in the performance of this Agreement, each
Party may have access to or may be exposed to, directly or indirectly, confidential
information of the other party (the "Confidential Information"). Confidential
Information includes Customer Data, transaction volume, marketing and business
plans, business, financial, technical, operational and such other non- information
that either a disclosing party designates as being private or confidential or of
which a receiving party should reasonably know that it should be treated as private
and confidential.
9.2 Each Party agrees that: (a) all Confidential Information shall remain the
exclusive property of the disclosing party and receiving party shall not use any
Confidential Information for any purpose except in furtherance of this Agreement;
(b) it shall maintain, and shall use prudent methods to cause its employees,
officers, representatives, contracting parties and agents (the "Permitted Persons")
to maintain, the confidentiality and secrecy of the Confidential Information; (c) it
shall disclose Confidential Information only to those Permitted Persons who need to
know such information in furtherance of this Agreement; (d) it shall not, and shall
use prudent methods to ensure that the Permitted Persons do not, copy, publish,
disclose to others or use (other than pursuant to the terms hereof) the Confidential
Information; and (e) it shall return or destroy all ((hard and soft) copies of)
Confidential Information upon written request of the other Party.
9.3 Notwithstanding the foregoing, (a) Confidential Information shall not include
any information to the extent it (i) is or becomes part of the domain through no act
or omission on the part of the receiving party, (ii) was possessed by the receiving
party prior to the date of this Agreement, (iii) is disclosed to the receiving party
by a third party having no obligation of confidentiality with respect thereto, or
(iv) is required to be disclosed pursuant to law, court order, subpoena or
governmental authority, and (b) nothing in this Agreement shall prevent, limit or
restrict a Party from disclosing this Agreement (including the any technical,
operational, performance and financial data (but excluding any Customer Data)) in
confidence to an affiliated (group) company.
9.4 Parties shall use commercially reasonable efforts to safeguard the
confidentiality and privacy of Customer Data and to protect it from unauthorized use
or release. Each Party agrees to comply with all applicable (data and privacy) laws,
rules and regulations of the jurisdiction where such Party is incorporated
(including (if applicable) Directives 95/46/EC and 2002/58/EC (as amended) on the
processing of personal data and the protection of privacy).
10. miscellaneous
10.1 Neither party shall be entitled to assign, transfer, encumber any of its rights
and/or the obligations under this Agreement without the prior written consent of the
other party, provided that ShuttlePlanet.com may assign, transfer, encumber any of
its rights and/or the obligations under this Agreement (in whole or in part or from
time to time) to an affiliated company without the prior written consent of the Fare
Provider. Any assignment or transfer by the Fare Provider shall not relieve the
assignor of its obligations under the Agreement.
10.2 All notices and communications must be in English, in writing, and sent by
facsimile, email or nationally recognized overnight air courier to the applicable
facsimile number or address set out in the Agreement.
10.3 This Agreement (including the schedules, annexes and appendixes, which form an
integral part of this Agreement) constitutes the entire agreement and understanding
of the Parties with respect to its subject matter and replaces and supersedes all
prior agreements, arrangements, ((non) binding) offers, undertakings or statements
regarding such subject matter (including vis-à-vis the Fare Provider).
10.4 If any provision of this Agreement is or becomes invalid or non-binding, the
Parties shall remain bound by all other provisions hereof. In that event, the
Parties shall replace the invalid or non-binding provision by provisions that are
valid and binding and that have, to the greatest extent possible, a similar effect
as the invalid or non-binding provision, given the contents and purpose of this
Agreement.
10.5 Save as set out otherwise in this Agreement, this Agreement shall be
exclusively governed by and construed in accordance with the laws of “The State of
Delaware“. Save as set out otherwise in this Agreement, any disputes arising out or
in connection with this Agreement shall exclusively be submitted to and dealt with
by the competent court in “The State of Delaware“.
10.6 Parties agree and acknowledge that notwithstanding this Clause 10.5, nothing in
this Agreement shall prevent or limit ShuttlePlanet.com in its right to bring or
initiate any action or proceeding or seek interim injunctive relief or (specific)
performance before or in any competent courts where the Fare Provider is established
or registered under the laws of the relevant jurisdiction where the Fare Provider is
established or registered and for this purpose, the Fare Provider waives its right
to claim any other jurisdiction or applicable law to which it might have a
right.
10.7 The original English version of these Terms may have been translated into other
languages. The translated version of the English Terms is a courtesy and office
translation only and the Fare Provider cannot derive any rights from the translated
version. In the event of a dispute about the contents or interpretation of these
terms and conditions of this Agreement or in the event of a conflict, ambiguity,
inconsistency or discrepancy between the English version and any other language
version of these Terms, the English language version shall prevail, apply and be
binding and conclusive. The English version shall be used in legal proceedings. The
English version is available on the following website “ “ and shall be sent to you
upon written request.
10.8 In respect of (or as an award for) the execution, delivery, sealing,
registration, filing of, and/or the execution, performance or delivery under or
pursuant to, the Agreement, the Fare Provider (including its employees, directors,
officers, agents or other representatives) shall (i) not directly or indirectly (a)
offer, promise or give to any third party (including any governmental official or
political party('s official, representative or candidate)), or (b) seek, accept or
get promised for itself or for another party, any gift, payment, reward,
consideration or benefit of any kind which would or could be construed as bribery or
an illegal or corrupt practice, and (ii) comply with all applicable laws governing
anti-bribery and corrupt gifts and practices (including the U.S. Foreign Corrupt
Practices Act and the UK Bribery Act).
10.9 The Agreement may be entered into online or by way of executing a separate
counterpart or by pdf or fax copy, each of which (copies) shall be deemed an
original, valid and binding. The Agreement only enters into force and effect upon
written confirmation of acceptance and approval of the Fare Provider by
ShuttlePlanet.com. By registering and signing up to the ShuttlePlanet.com partner
program as Fare Provider partner, the Fare Provider agrees, acknowledges and accepts
the terms and conditions of this Agreement. The Agreement does not need any chop or
seal to make it valid, binding and enforceable.
10.10 Due to applicable anti-money laundering, anti-corruption, anti-terrorists
financing and anti-tax evasion laws and legislation, ShuttlePlanet.com is restricted
from making the Service available to and accepting payments from or making,
processing or facilitating payments to a bank account (the "Bank Account") that is
not related to the jurisdiction where the Fare Provider is located and (but in any
event) insofar any of the following warranties is untrue. The Fare Provider hereby
represents and warrants that (notwithstanding the jurisdiction of the Bank
Account):
(i) it holds and complies with all permits, licenses and other governmental
licenses, permits and authorizations necessary for conducting, carrying out and
continuing its operations and business (including holding and using of the Bank
Account);
(ii) it is the holder of the Bank Account;
(iii) the payment and transfer to/from the Bank Account is at arm's length and in
accordance with all applicable laws, legislation, codes, regulations, ordinances and
rules and not in violation of any applicable anti-money laundering, anti-corruption,
anti-terrorists financing or anti-tax evasion (tax) law, treaty, regulation, code or
legislation, and
(iv) the Bank Account is not (directly or indirectly) used for money laundering,
terrorists financing, tax evasion, tax avoidance or other illegal
activities.
The Fare Provider hereby agrees to fully compensate and indemnify ShuttlePlanet.com
for all damages, losses, claims, penalties, fines, costs and expenses suffered, paid
or incurred by ShuttlePlanet.com (or any of its affiliated group companies
(including any of its/their directors, officers, employees, agents or
representatives) for any (threatening or alleged) claim (including penalty) from any
government, authority, organization, company, party or person that the payment to,
through or from the Bank Account is illegal or a violation of any applicable
(anti-corruption/ anti-money laundering/anti-tax evasion/anti-terrorists financing)
laws, regulations, codes or legislation.
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