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 public 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 public 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 public.
"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 public online by any means, including on mobile applications. In the case of rates, publication 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 commits itself 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 shall at all times 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 agrees 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 (firstname.lastname@example.org
; 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.
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.
3.1 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 publicly perform, modify, adapt, communicate, reproduce, copy and make available to the public 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
4.1.1 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 publication 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 publication 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.
9.1 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-public 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 public 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).
10.1 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.