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 Supplier”). (both companies hereinafter referred to as the “Parties”).

WHEREAS, the API Supplier operates a transportation website and Taxicode provides transportation services to consumers;
WHEREAS, Taxicode would like the API Supplier to market and sell Taxicode’s services from its website, with the API Supplier 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 Supplier website or one of The API Supplier’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 Supplier will earn a commission from any Qualifying Service when the Customer books a reservation on The API Supplier 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 24 hours of being notified of the issue.

1.4 Policy.  Every Customer who buys a Qualifying Service through The API Supplier 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 Supplier and will be retrieved through Taxicode’s Web Services API or other relevant channels. Taxicode acknowledges that The API Supplier 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 Supplier 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 Supplier liable for any of the consequences of such temporary interruptions. The API Supplier 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 Supplier system, on the time schedule provided by Taxicode’s API system.

1.7 Fulfillment.  Taxicode pledges to fulfill the bookings, no matter the cost to Taxicode, barring external events like weather or safety concerns, even if that means Taxicode must hire a third party to fulfill an order. If Taxicode fails to service a booking and it results in a Customer having to book alternative transportation, Taxicode will receive no payment.

Taxicode agrees to replace and refund orders upon the Customer's request, when both The API Supplier 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 Supplier 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. Taxicode shall notify The API Supplier within three (3) days of receipt of any Customer complaint, claim or action regarding a Transaction. Taxicode acknowledges and agrees that The API Supplier shall have the right to attempt to settle any such formal complaint, claim or action directly with the Customer. If The API Supplier attempts such a settlement Taxicode shall provide The API Supplier with reasonable information and assistance, to help The API Supplier 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.

Taxicode acknowledges that The API Supplier 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 Supplier.


To enable Taxicode to provide the highest quality of service, The API Supplier 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. Payment


2.1 Commission Amount. The commission fee from each Qualifying Service will be deducted by The API Supplier for its own account from the Gross Receipts received from Customers of Taxicode booked through The API Supplier, less any refunds.  The API Supplier shall only receive commissions on Qualifying Services that are sold by The API Supplier and for which The API Supplier has been paid.

2.2 Payment to Taxicode. The API Supplier will make payment monthly for the applicable bookings less its commission, to Taxicode’s bank account. Payment will be sent approximately 10 business days after the end of the previous calendar month. There is a monthly fee which is payable for the use of the API, this fee is £1,000 per month. 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 Supplier generates a minimum of 10 bookings per month. If due, The fee will be invoiced directly to The API Supplier and is due for payment after 15 days, payable via Bank Transfer.

2.3 Cancellations. If a Customer cancels a Qualifying Service without any fault of Taxicode, no fees will be charged to Taxicode.

2.4 Order Processing. Taxicode will be solely responsible for processing every order placed by a Customer which originates from The API Supplier. 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 Supplier.  Customers who book through The API Supplier 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.  

2.5 Tracking of Sales. The API Supplier will report sales on a monthly basis to Taxicode. Taxicode will track sales from Customers who originate from The API Supplier and use this to reconcile the monthly sales reports sent by The API Supplier.

3. Marketing

3.1 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.

4. Term and Termination

4.1 Term.  This Agreement shall commence on the date of signature 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 periods, 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. Confidential Information and Publicity

5.1 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.

5.2 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.  

5.3 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.

6. Representations and Warranties

6.1 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 Supplier 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.

6.2 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 Supplier or Taxicode in the manner that The API Supplier 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 Supplier 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).

6.3 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 Supplier 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.

The API Supplier agrees there are no exclusivity agreements with Taxicode.

The API Supplier cannot approach any of Taxicode's suppliers in order to obtain Services directly.
The API Supplier agrees that they will not contract with any further UK Suppliers, now that they are contracting with Taxicode.
If The API Supplier acquires the services of a Taxicode Supplier after the initial contract date with Taxicode, The API Supplier 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. Miscellaneous

7.1 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.

7.2 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.  

7.3 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.

7.4 Information and Updates. Taxicode will inform The API Supplier 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 Supplier 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.



7.5 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.