Taxicode API Terms and Conditions
THIS AGREEMENT ("Agreement") is accepted every time a booking is generated via http://api.taxicode.com (“Taxicode API”) and between Taxicode International B.V. of Rijksstraatweg 104, 7383AW Voorst, registered in the Netherlands with company number 68623224, (hereinafter referred to as "Taxicode”), and the approved API Supplier (“The API Partner”). (both companies hereinafter referred to as the “Parties”).
WHEREAS, The API Partner operates a transportation website and Taxicode provides transportation services to consumers;
WHEREAS, Taxicode would like The API Partner to market and sell Taxicode’s services from its website, with The API Partner deducting a commission from Gross Receipts and remitting the balance to Taxicode.
WHEREAS, in consideration of the mutual promises contained herein, the Parties hereby agree as follows:
1. Service
1.1 Qualifying Service. Those services sold to customers ("Customer") who make a reservation via The API Partner website or one of The API Partner’s third-party partner websites or other online platforms will qualify to earn a commission, and shall be referred to as a “Qualifying Service.”
1.2 Booking Method. The API Partner will earn a commission from any Qualifying Service when the Customer books a reservation on The API Partner site or third party site that is not subsequently canceled before traveling by the Customer.
1.3 Customer Service. Taxicode will use commercially reasonable efforts to resolve all Customer service issues within 48 hours of being notified of the issue.
1.4 Policy. Every Customer who buys a Qualifying Service through The API Partner is deemed to be a Customer of both Parties. All Taxicode policies regarding Customer orders, including service availability, pricing, and problem resolution, will apply to Customers that book through The API Partner and will be retrieved through Taxicode’s Web Services API or other relevant channels. Taxicode acknowledges that The API Partner has the right to market and sell the services of third parties who sell services similar to Taxicode's services and are competitors of Taxicode.
1.5 Website Service. The API Partner will use its best efforts to keep its website, API, mobile apps, and any service they provide, operational. However, certain technical difficulties may, from time to time, result in temporary service interruptions. Taxicode agrees not to hold The API Partner liable for any of the consequences of such temporary interruptions. The API Partner will make every reasonable effort to resolve any technical issues with its website and Web Services API with 24 hours.
1.6 Service Times & Advanced notice. If applicable, Taxicode agrees to fulfill any booking that is sent to Taxicode via The API Partner system, on the time schedule provided by Taxicode’s API system.
1.7 Fulfillment. Taxicode pledges to fulfill the bookings, if for any reason a Taxicode Supplier fails to service a booking, in order for The API Partner to claim a customer reimbursement, The API Partner must report the Supplier no pick up within 30 (Thirty) minutes of the booking time. However, Taxicode must also be given reasonable time to rectify any Supplier no pick up, before The API Partner can claim to reimburse the Customer alternative transportation cost. Taxicode and The API Partner must both mutually agree all charges and refunds including the alternative transportation charge. Customer reimbursement charges are not applicable if the reason for failure is due to circumstance beyond the control of the Taxicode Supplier (including, without limitation, any strike, (official or not) lock-out or other form of industrial action or labour dispute, governmental regulations, legal restrictions, embargoes, fire, flood, Act of God, any consequence of riot, war, invasion, act of foreign enemy, hostilities (whether war be declared or not) civil war, acts of terrorism, rebellion, military or usurped power, confiscation, requisition or destruction of or damage to property by or upon the order of or in the name of any Government or public local authority, or other conditions amounting to force majeure).
1.7.1 In the event that there is a dispute of service reported to The API Partner by the Customer, The API Partner must inform Taxicode within seventy two (72) hours of said service, to enable Taxicode to investigate and provide evidence to The API Partner, if necessary. If this is deemed as a Customer no show, full payment of service will still be required unless otherwise agreed upon from both companies. Failure to provide Taxicode notification of a service dispute within seventy two (72) hours of said service will deem the booking as successfully completed and will require full payment.
1.7.2 Taxicode agrees to replace and refund orders upon the Customer's request, when both The API Partner and Taxicode have determined it is Taxicode’s fault, and not a frivolous Customer request. Taxicode agrees that the quality and cost of services offered to Customers who book through The API Partner shall be at least as high as the quality of services offered to any other Customers of Taxicode, and the prices charged to Customer shall not exceed what Taxicode charges other Customers. The API Partner shall notify Taxicode within three (3) days of receipt of any Customer complaint, claim or action regarding a Transaction. Taxicode acknowledges and agrees that The API Partner shall have the right to attempt to settle any such formal complaint, claim or action directly with the Customer. If The API Partner attempts such a settlement Taxicode shall provide The API Partner with reasonable information and assistance, to help The API Partner to reach settlement and Taxicode shall refrain from taking any other action in respect of the relevant complaint, claim or action unless required to do so by law.
1.7.3 Taxicode acknowledges that The API Partner reserves the right to refuse to provide Customer/fulfillment services to a Customer, in its sole discretion, including, without limitation, in the event of: (i) rejection by the applicable credit card company; (ii) inability to authenticate credit card; (iii) inability to authenticate cardholder; and (iv) Customer’s history with The API Partner.
2. Fair Usage
2.1 To enable Taxicode to provide the highest quality of service, The API Partner agrees to allow Taxicode to email the Customer after completion of the service, to rate the service provided by the transport provider. This is a non promotional email and solely to assist with the performance of the Taxicode service.
2.2 The API Partner agrees only to use the Taxicode API for the region which has been agreed. If The API Partner uses the Taxicode API for anything outside of this agreed region, they will become liable to pay a Google Maps API surcharge. This surcharge will be calculated at the current Google Maps API rate plus an additional £200 per month admin fee in order to calculate this cost. Google Maps API rates can be found here, https://cloud.google.com/maps-platform/pricing/sheet/.
2.3 The API Partner agrees to maintain; a minimum amount of 6,000 (Six Thousand) API calls per month (30 days) converting at a minimum rate of 0.5% . If The API Supplier fails to maintain the minimum API calls per month with the minimum 0.5% average conversion rate, which is calculated over a 30 day period, The API Supplier will become liable to pay £0.04 (four pence) per quote or the API Fee (3.4), which ever is greater. This fee will be charged by invoice, monthly, until the minimum acceptable conversion rate of 0.5% is achieved.
3. Payment
3.1 Commission Amount. The commission fee from each Qualifying Service will be deducted by The API Partner for its own account from the Gross Receipts received from Customers of Taxicode booked through The API Partner, less any refunds. The API Partner shall only receive commissions on Qualifying Services that are sold by The API Partner and for which The API Partner has been paid.
3.2 Payment to Taxicode. The API Partner will make payment monthly, for all bookings which have been completed in a calendar month, less its commission, to Taxicode’s bank account. The Payment terms agreed are ‘30 days average’, meaning payment of all completed bookings in a calendar month are due to be paid 15 days after the end of that month (Bookings completed on 1st of the calendar month will be paid 45 days later and bookings completed on the last day of the month are paid 15 days later, this works out as the 30 day average). If The API Partner fails to Pay Taxicode on the 15th day after the completed month,
3.3 The API Partner is liable to pay a £200 (Two Hundred Pound) a day penalty fee until the full agreed funds are received by Taxicode.
3.4 There is a monthly fee which is payable for the use of the API, this fee is £1,000 per month (The API Fee). The minimum length of an API agreement is 24 months and is set to automatically renew at the end of the 24 months. This API fee is waived if The API Partner generates a minimum of 30 bookings per month. If due, The fee will be invoiced directly to The API Partner and is due for payment after 15 days, payable via Bank Transfer.
3.5 Cancellations. If a Customer cancels a Qualifying Service without any fault of Taxicode, no fees will be charged to Taxicode.
3.6 Order Processing. Taxicode will be solely responsible for processing every order placed by a Customer which originates from The API Partner. All of the customary rules, operating procedures, and policies of Taxicode regarding Customer orders and accounts will apply to orders Taxicode receives from The API Partner. Customers who book through The API Partner will be treated no less favorably than other Customers of Taxicode. Taxicode must fulfill all reservations that comply with its rules, operating procedures or policies, set forth in 1.6.
3.5 Tracking of Sales. The API Partner will report sales on a monthly basis to Taxicode. Taxicode will track sales from Customers who originate from The API Partner and use this to reconcile the monthly sales reports sent by The API Partner.
4. Marketing
4.1 Customer Information. Taxicode will keep strictly confidential all Customer phone numbers, email addresses or other identifying information, and not disclose such information to third parties.
5. Term and Termination
5.1 Term. This Agreement shall commence once a booking sent through the Taxicode API and shall continue in full force and effect for a period of twenty-four (24) months. Thereafter, this Agreement shall automatically renew for successive twenty-four (24) month period every time a booking is made through the Taxicode API, unless either party notifies the other party in writing of its intent not to renew at least sixty (60) days prior to the end of the then-current term.
5.2 Upon notice of Termination, all outstanding bookings will become due for payment, including future dated bookings.
6. Confidential Information and Publicity
6.1 Definition of Confidential Information. “Confidential Information” means any non-public information that relates to the actual or anticipated business and/or products, research or development of the Company, its affiliates or subsidiaries; the Company’s affiliates’ or subsidiaries’ technical data, trade secrets or know-how including but not limited to research, product plans or other information regarding the Company, its affiliates’ or subsidiaries’ products or services and markets, Customer lists and Customers; software, developments, inventions, processes, formulas, technology, designs, drawings, engineering hardware configuration information, marketing, finances, and other business information disclosed by the Company, its affiliates or subsidiaries, either directly or indirectly, in writing, orally or by drawings. Notwithstanding the foregoing, Confidential Information shall not include any such information which either Party can establish (i) was publicly known or made generally available prior to the time of disclosure to either Party; (ii) becomes publicly known or made generally available after disclosure to either Party through no wrongful action or inaction of either Party; or (iii) is in the rightful possession of either Party, without confidentiality obligations, at the time of disclosure as shown by either Party’s then-contemporaneous written records.
6.2 Protection of Confidential Information. Each party shall hold all Confidential Information of the other party in strict confidence and shall not disclose any Confidential Information to any third party. The Parties shall disclose the Confidential Information of the other party only to its respective employees, contractors, and agents who need to know such information for the purposes of performing their respective obligations under this Agreement and who are bound in writing by restrictions regarding disclosure and use of such information comparable to and no less restrictive than those set forth herein. Neither party shall use any Confidential Information of the other party for the benefit of itself or any third party or for any purpose other than performing its obligations under this Agreement. Each party shall use the same degree of care that it uses to protect its own confidential and proprietary information of a similar nature and importance (but in no event less than reasonable care) to protect the confidentiality and avoid the unauthorized use, disclosure, publication or dissemination of the Confidential Information of the other party. Each party shall immediately notify the other party if it has reason to believe that any person who has had access to such party’s Confidential Information has violated or intends to violate the terms of this Agreement or otherwise use or disclose any Confidential Information of the other party, and shall cooperate with the other party in seeking injunctive, or other equitable against any such person. Neither party shall make any copies of the Confidential Information of the other party except to the extent reasonably necessary to perform its obligations under this Agreement, or unless otherwise approved in writing in advance by the other party.
6.3 Press Releases. Either Party may issue a press release or public statement with respect to this Agreement or the relationship of the Parties upon prior written notice to the other Party, provided however that the other Party shall have the right to review and approve the contents of any such press release or public statement prior to publication.
7. Representations and Warranties
7.1 Warranties and Covenants. Each party represents and warrants that it has the full power and authority to enter into this Agreement and that the person signing on its behalf is duly authorized to do so. Taxicode and The API Partner represent and warrant that neither party will advertise or promote the other’s logo in a manner that contains material that is defamatory, slanderous, libelous, or obscene, portray any person in a false light, constitute an invasion of any right to privacy or an infringement of any right to publicity, or otherwise violate any rights of any third party. Taxicode shall comply with all applicable laws and regulations in force from time to time relevant to the performance of its obligations under this Agreement including, without limitation, any licensing requirements of state, federal or local government. Taxicode warrants that the execution, delivery, and performance of this Agreement does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may
be bound, nor violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it.
7.2 Marks The Parties shall have the right to use each other’s trademarks, service marks, trade names, logo, and trade dress (“Trademark”) in advertising, marketing, and promotional materials. The Parties shall have ten (10) business days to review, approve or disapprove the materials. The Parties’ consent for the materials must be obtained in writing before any final approval can be deemed granted. The Parties shall amend or cause to be amended to the satisfaction of each other and materials not approved by The API Partner or Taxicode in the manner that The API Partner or Taxicode shall thereafter direct. Each party shall exclusively own its respective trademarks and service marks, copyrights, trade secrets, and patents (collectively, the "Intellectual Property") and no party will have any claim or right to the Intellectual Property of the other by virtue of this Agreement or the performance of services hereunder. Neither party will take any action nor make any claim to any Intellectual Property belonging to the other party, whether during the Term or thereafter, which is inconsistent with this Paragraph.
Each party hereby indemnifies and holds harmless the other party, its parent, affiliated and subsidiary companies, their officers, directors and employees ("Indemnities") from any and all liabilities, claims, causes of actions, suits, losses damages, fines, judgments, and expenses (including reasonable attorney fees) which may be incurred by the Indemnities arising out of any breach of the covenants, warranties, representations and agreements herein. Taxicode indemnifies The API Partner for any claims, costs, losses, damages, judgments and expenses (including reasonable attorneys' fees) arising out of or in connection with any claim from a Customer arising from actions of Taxicode. Neither party will be liable for, or be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any cause or condition beyond such party's reasonable control (including, without limitation, any act or failure to act by the other party).
7.3 Limitation of Damages: Taxicode shall have no liability for any indirect, incidental, special or consequential damages or any loss of revenue or profits arising under or with respect to this Agreement or the program, even if Taxicode has been advised of the possibility of such damages. Taxicode does not verify the completeness, propriety, timeliness or accuracy of any information or third party content supplied by Customers and is not responsible for any claimed loss by The API Partner relying on such information.
Nothing in the Agreement shall be deemed to constitute, create, give effect to, or otherwise recognize a partnership, joint venture or formal business entity of any kind; and the rights and obligations of the Parties shall be limited to those expressly set forth herein.
7.4 The API Partner agrees there are no exclusivity agreements with Taxicode.
7.5 The API Partner cannot approach any of Taxicode's suppliers in order to obtain Services directly.
7.5.1 The API Partner agrees that they will not contract with any further UK Suppliers, now that they are contracting with Taxicode.
7.5.2 If The API Partner acquires the services of a Taxicode Supplier after the initial contract date with Taxicode, The API Partner will have breached this agreement and will be liable for damages and loss of revenues. This breach of contract would mean the full API fee for the agreed 24 months would become payable and the API link could be terminated.
7.5.2.1 For avoidance of doubt, In the event that The API Partner had a relationship with a Taxicode Supplier predating this agreement, once a booking is placed with that Taxicode Supplier through the Taxicode API, the relationship between them is deemed to have expired. If The API Supplier then re-engages with the Taxicode Supplier, this will be deemed as Poaching and the API Fee will become payable for the remainder of the contract as well as a Poaching charge of £5,000 which will be payable immediately.
8. Miscellaneous
8.1 Governing Law; Jurisdiction; Arbitration. This Agreement is to be construed in accordance with and governed by the laws of the Netherlands, without giving effect to its conflict of laws rules. Any controversy or claim arising out of or relating to this Agreement or any breach thereof shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules; The parties select expedited arbitration using one arbitrator, to be a disinterested attorney as the sole forum for the resolution of any dispute between them. The venue for arbitration shall be Amsterdam, Netherlands. The arbitrator may make any interim order, decision, determinations, or award he deems necessary to preserve the status quo until he is able to render a final order, decision, determination or award. The determination of the arbitrator in such proceeding shall be final, binding and non-appealable. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The prevailing party shall be entitled to reimbursement for costs and reasonable attorney's fees.
8.2 Assignment. This Agreement may not be assigned, in whole or in part, by operation of law or otherwise, by either party without the prior written consent of the other party; provided however, that either party may, without obtaining prior consent, assign or otherwise transfer this Agreement or any of its rights or obligations hereunder. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns.
8.3 Modification. Taxicode reserves the right to change any of the terms and conditions in this Agreement, at any time and in its sole discretion by sending a written letter at least thirty (30) days before the change takes effect. Everytime a booking is generated, you agree at the date and time of the booking that the terms & Conditions take precedence over any previous agreements or your own terms and conditions.
8.4 Information and Updates. Taxicode will inform The API Partner of any changes or updates in their rates and/or any information applicable to the performance of this commercial agreement. Taxicode must send a written notification at least 30 (thirty) days prior to the date when new prices or information become effective. The API Partner will confirm reception of the new information and communicate Taxicode of the date when changes will become effective, which shall not be longer than 30 (thirty) days since first notification.
8.5 Integration. This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all prior agreements between the Parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the Parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement.