Transfer Hub

GROUND TRANSPORTATION PLATFORM SERVICES AGREEMENT

GENERAL TERMS & CONDITIONS (T&Cs)

INTRODUCTION
1. Agreement Documents: These General T&Cs form part of the Agreement. This “Agreement” is made up of these General T&Cs, the Service Level Agreement and any other documents appended to or incorporated by reference into the aforementioned documents. If there is a conflict between any of these documents, it should be resolved by applying the documents in the stated order (prevailing document first).
THE SERVICES
1. Partner Services: The Partner shall provide itself, or procure through its Relater Parties:
2. TransferHub Services: The Partner hereby appoints TransferHub and/or its Affiliate Partners to act as the Partner’s non-exclusive agent to:
  a. market and facilitate the reservation of Transportation Services to Customers via a TransferHub platform;
3. TransferHub Standard Customer Terms: By entering into this Agreement, the Partner authorises TransferHub (and, as the case may be, its Affiliate Partners) to enable Customers to enter into a c ontractual relationship with the Partner and/or the End Fleet and/or the Driver (depending on how the Partner structures its business in his covered territory) for the provision of Transpo rtation Services to the Customer, via the TransferHub Platform. The parties agree that in the performance of this Agreement, TransferHub (and, as the case may be, its Affiliate Partners) so lely enables the meeting of supply and demand for Transportation Services on the TransferHub Platform, the conclusion of the Booking is up to the sole discretion of the Partner (and/or the E nd Fleet and/or the Driver) and the Customer. For all Transportation Services, the Partner and/or the End Fleet and/or the Driver (depending on how the Partner structures its business in his covered territory), and not TransferHub or its Affiliate Partner has the contractual relationship with the Customer for the fulfilment of their Booking. The contracts for the Transportation S ervices between the Partner (and/or its Drivers and/or the End Fleet, depending on how the Partner structures its business in his covered territory) and the Customer shall be subject to the T ransferHub Standard Terms and Conditions (or such modified or updated versions of those terms and conditions as may be in force from time to time) which shall be incorporated into and form par t of the terms and conditions of those contracts and the Partner shall be bound by and shall comply with all of the terms and conditions of those contracts and the Partner shall procure that, w here applicable, the End Fleet and Drivers shall comply with all of the terms and conditions of these contracts. TransferHub shall act as the agent and the Partner (or its Drivers or End Fleet, d epending on how the Partner structures its business in his covered territory) shall act as the principal in relation to the contract made with the Customer.
4. Partner Responsabilities - The Partner shall perform its obligations in accordance with this Agreement and:
5. TransferHub Affiliate Partners: The Partner acknowledges and agrees that TransferHub may pass through the Partner Services and make the Content available to its Affiliate Partners. Any Affiliate Partner to which TransferHub makes the Content available shall be a third party beneficiary of TransferHub rights under this Agreement and shall have the right to engage in forward distribution in accordance with the terms of this Agreement.
6. TransferHub Responsibilities: TransferHub agrees during the Term of this Agreement to use its reasonable endeavours to:
7. Mutual Responsibilities: Both parties agree to perform their obligations in accordance with this Agreement and:
8. Availability, Rates and Charges: The Partner shall and shall procure that the Drivers and, where applicable, the End Fleet shall:
9. Deals and Promotions:
RELATED PARTIES
1. Related Parties: TransferHub agrees that the Partner may subcontract the relevant Transportation Services and/or obligations under this Agreement to its Related Parties and/or engage its Related Parties to perform the Transportation Services, provided that:
SERVICE LEVEL AGREEMENT
1. Partner Service Level Agreement Document: The Partner shall comply with (and shall procure that the Drivers and, where applicable, the End Fleet comply with) the Service Level Agreement Document which applies to and shall form part of this Agreement.
WARRANTIES
1. Mutual Warranties: Each party represents and warrants to the other on a continuing basis that for the Term of this Agreement:
  a. Approvals and Consents: it has all necessary authority, rights, approvals, permits and consents to enter into and perform this Agreement, and to grant the rights and licences referred to in it.
  b. Authority:
2. Partner Warranties: The Partner represents, warrants and undertakes to TransferHub on a continuing basis that:
3. No Implied Warranties: Except as otherwise expressly provided in this Agreement, TransferHub does not make any representation or warranty, express or implied, in connection with the subject matter of this Agreement and hereby disclaims any and all implied warranties, including of merchantability or fitness for a particular purpose regarding such subject matter. TransferHub and its Affiliate Partners operate the TransferHub Platform and TransferHub Services on an "as is" and "as available" basis.
PRICE AND PAYMENT OBLIGATIONS
1. Net Amount:
2. Payment: TransferHub will remit the Net Amount minus any Deduction Amounts in the Agreed Currency to the Partner’s bank account. All payments properly owed hereunder shall be made (unless agreed otherwise by the parties in writing) by telegraphic bank transfer to TransferHub’s bank account or the Partner’s Bank Account, as applicable, and accurate details of which shall be provided to the other party in accordance with this Agreement from time to time.
3. Cancellations and Customer No Shows: should a TransferHub Customer cancel a booking in the period between the Cancellation Lead Time and the Pickup Time (i.e. outside of the free cancellation period) and/or does not complete the Journey for any reason which is not related to a Driver or Partner default or a TransferHub Cancellation, the Partner will not be compensated. The transaction shall be treated as a Cancelled Journey. However, if the Journey is cancelled due to a Customer No Show, the Partner will be paid the Net Amount.
4. Cost Recoveries: The Service Levels in the Partner Operating Document describes other the Cost Recoveries which may become due to TransferHub, all of which shall be deducted from the Net Amount for all completed journeys, in the event that the Partner fails to meet the applicable targets in the Service Levels, or otherwise recovered by TransferHub in accordance with this Agreement.
5. Late Payment: If TransferHub fails to pay an undisputed balance of the Net Amount owed to the Partner by the relevant due date then:
6. Breakage: All balance of Net Amounts due must be requested by the Partner within twelve (12) months of the Completed Journey (“Cut-Off Date”). Amounts requested after this period will not be honoured. If the Partner fails to request the balance of the Net Amount due or any portion thereof, on or prior to the Cut-off Date, then, from and after the Cut-off Date:
INVOICING AND TAX
1. Taxes: The Partner shall be responsible for paying and remitting (or procuring the payment and remittance of by the Drivers and/or End Fleet) any VAT or similar Taxes in the Territory in relation to the Retail Rate, Rates and Net Amount. The Partner agrees and acknowledges that TransferHub and any Affiliate Partner shall not collect any Taxes on the Retail Rate, Rate or Net Amount for remittance by TransferHub or the Affiliate Partner to the applicable tax authorities. However, if Applicable Law requires otherwise, the Partner shall pay to TransferHub any Tax amounts on the Retail Rate, Rate or Net Amount that TransferHub (or its Affiliate Partner) is considered liable for by any tax authority which were transmitted to the Partner for remittance by the Partner (or remittance by any End Fleet and/or Driver as the case may be). TransferHub (and its Affiliate Partners) shall have the right to withhold and set-off amounts from the Partner for this purpose.
2. Customer Invoicing: The Retail Rate is shared with the Partner via the End Selling Price Report or the TransferHub Partner Dashboard. The Partner shall be responsible for and shall provide Customers with a valid VAT invoice or receipt (where required) (or, where applicable, the Partner shall procure that such invoice or receipt is issued on behalf of the End Fleet or Driver to the Customer) in relation to the Retail Rate.
REFUNDED AMOUNTS, CHARGEBACKS AND SET-OFF
1. Refunded Amounts: Where TransferHub (or its Affiliate Partner) makes a payment to a Customer in accordance with the TransferHub Standard Customer Terms and Conditions or otherwise acting reasonably as a result of a compliant or claim made by the Customer, TransferHub (and its Affiliate Partners) shall be entitled to settle the Refunded Amount on behalf of the Partner (or its Driver or its End Fleet, as applicable) to the Customer.
2. Chargebacks: TransferHub and its Affiliate Partners shall be responsible for all payment card merchant fees and payment card retrievals associated with all Bookings. The Partner shall retain responsibility and liability for any chargebacks and any such chargebacks may be deducted from Net Amounts by TransferHub or recovered by TransferHub in the same manner as any Refunded Amount. The Partner authorises TransferHub (and its Affiliate Partners, where they are appointed as payment collection agent) to choose the payment methods that it wishes to support for the payment of the Contract Price by Customers and the Partner shall facilitate and support those payment methods where required.
3. Set-Off: TransferHub is entitled to keep or set off any amount owed to it (or to any Affiliate Partner) by the Partner against any amount payable to the Partner under this Agreement.
REFUNDED AMOUNTS, CHARGEBACKS AND SET-OFF
1. Foreign exchange: If the Agreed Currency is not the same as the currency the Customer has paid the Contract Price in, the Partner agrees and acknowledges that TransferHub shall convert the amount to the Agreed Currency using the 16:00 London mid-WMR exchange rate benchmark, or a similar benchmark as chosen by TransferHub in its discretion from time to time.
2. Partner Bank Account: The Partner’s Bank Account must be held in the legal name of the Partner. The Partner shall be responsible for providing accurate and up to date Bank Account details to TransferHub. The Partner shall ensure that any changes to the Partner’s Bank Account details are notified in writing to TransferHub at least ten (10) days before it requires the change to be brought into effect by TransferHub for the purposes of this Agreement, such notice shall be sent by raising a request via the contact form on the Partner Help Centre. In respect of the Partner’s Bank Account and any changes to it, the Partner shall comply with the TransferHub Compliance Requirements. Any charges incurred for telegraphic bank transfers shall be borne by the Partner.
FRAUDULENT OR ILLEGAL TRANSACTIONS OR ACTIVITIES
1. Payment of the Net Amount owed by TransferHub to the Partner in respect of a fraudulent transaction (or a transaction reasonably believed to be fraudulent by TransferHub), or a transaction which is non-compliant with Applicable Law (or a transaction reasonably believed to be non-compliant with Applicable Law) may be suspended by TransferHub without notice.
2. In the event of: (a) fraudulent activities by the Partner or its Related Parties; (b) activities reasonably suspected by TransferHub to be fraudulent, (c) a transaction which is found to be or reasonably suspected by TransferHub to be non-compliant with Applicable Law; or (d) TransferHub or any Affiliate Partner being required by law, court order, governmental instruction or orders, arbitration decision (or similar ruling) to make a refund of all or part of the Contract Price to the Customer, TransferHub shall have the right to claim and recover from the Partner repayment of such amount repaid to the Customer, but already paid to the Partner (which payment shall be made by the Partner to TransferHub within fourteen (14) days after a request by TransferHub or otherwise recovered by TransferHub in accordance with this Agreement).
INTELLECTUAL PROPERTY
1. TransferHub IP Ownership: TransferHub, its Affiliate Partner (or their respective licensors) shall retain ownership of all IP in the TransferHub Materials, Partner Portal, its trademarks and any data, including but not limited to TransferHub Data, the Booking data and TransferHub’s IP, which it provides to the Partner via the TransferHub Partner API, the Partner Portal, Partner Help Centre or otherwise.
2. Partner IP Ownership: The Partner shall retain ownership of the Content and IP in the Content. The Partner warrants that the receipt, use and onward supply of the Content (and IP in the Content) by TransferHub, its Affiliate Partners and its/their permitted sub-licensees shall not infringe the rights, including any IP rights, of any third party.
3. Partner IP rights: The Partner shall have and ensure that it maintains all necessary rights, including all copyright, trademark and other IP rights, and all necessary power and authority to use, operate, own (as applicable), (sub)license and have TransferHub and/or any Affiliate Partner make available on the TransferHub Platform: (a) the relevant Partner Services, (b) the Content, and (c) any IP set out or referred to in the Partner Services and/or any Content and/or any other information that the Partner or its Related Parties share with TransferHub and/or any Affiliate Partner to be published on the TransferHub Platform.
4. Licence from Partner: The Partner hereby grants to TransferHub and each of its Affiliate Partners (or, where relevant, will ensure the grant of) on behalf of itself and its End Fleets (if any) a non-exclusive, fully paid-up, worldwide, royalty-free licence for the Term to use, reproduce, have reproduced, distribute, communicate, make available in any method and in any and all media including to the public, copy, display, modify and adapt the Content and IP in the Content for the purposes of exercising TransferHub’s (and/or any Affiliate Partner’s) rights and performing its obligations under this Agreement, together with the right to sub-license the same to its and its Affiliates, partners, agents and sub-contractors. TransferHub shall be free to sub-license, make available, disclose and distribute the Content (including the relevant IP) to its third-party Affiliate Partners.
5. Licence from TransferHub: TransferHub hereby grants to the Partner a non-exclusive, fully paid-up, worldwide, royalty-free licence for the Term to use the Partner Portal and TransferHub Partner API for the sole purpose of performing the Partner Services and its obligations in accordance with the terms and conditions of this Agreement.
6. Further Assurance: Each party shall (and shall procure that all relevant third parties shall) promptly execute and deliver all documents and perform all acts required to give full effect to the licences and other rights granted in this Clause 11.
7. Marks: Neither party may use the trade marks, names, logos or brands of the other party (including in any advertising or publicity material) without the other party’s written consent, save that TransferHub and its Affiliate Partners shall be entitled to promote the Partner and any End Fleets’ brand/logo (including its trade name, trademark, service mark or other similar indicia of identity or source) on the TransferHub Platform and in online marketing, including email marketing and/or pay-per-click advertising.
DATA PROTECTION AND SECURITY
1. Data Protection/Security: The parties shall comply with the TransferHub Data Protection provisions and the TransferHub Security Requirements, as each set out in an appendix that is attached to, and forms part of, these General T&Cs. The Partner shall procure that its Related Parties comply with the TransferHub Data Protection provisions and TransferHub Security Requirements.
COMPLIANCE
1. Compliance: The Partner shall comply, and the Partner shall procure that its Related Parties comply, with TransferHub’s Compliance Requirements, as set out in an appendix that is attached to, and forms part of, these General T&Cs.
PERSONNEL
1. No Transfer of Personnel: The parties do not expect there to be any transfer of Personnel from one party to the other (or to any other third party) under the Transfer Legislation in connection with the provision of any Partner Services. If a transfer does occur, then each party will comply with its obligations under the Transfer Legislation.
2. Personnel Costs: The Partner is responsible for, and will indemnify TransferHub and its Affiliate Partners against, all costs relating to the administration and payment of the Partner’s Personnel (including salaries, compensation, benefits, pensions, and Taxes), including any claim that TransferHub, any Affiliate Partner, (or a replacement partner) may be liable for these costs as a result of a transfer under the Transfer Legislation (even if they are incurred after the termination or expiry of this Agreement).
RATINGS AND REVIEWS
1. Ratings and Reviews: After receiving the Transportation Services, a Customer may be prompted to provide a rating of the Journey and/or the Driver and such Transportation Services provided, and, optionally, to provide a review, comment or feedback about the Journey, Driver and/or the delivery of the Transportation Services (“Ratings and Reviews”).
2. Use and display: TransferHub and its Affiliate Partners shall have the right to use, share and display the Ratings and Reviews in any manner it so chooses, in connection with the business of TransferHub and/or its Affiliate Partners, without Partner, Driver or End Fleet (or any third party’s) approval and/or with or without attribution to the Partner and/or any Drivers and/or the End Fleet (if applicable). ). TransferHub and its Affiliate Partners will assess Ratings and Reviews in accordance with the applicable TransferHub Policies. TransferHub (or its Affiliate Partner) shall not be liable in relation to Ratings and Reviews shown, or not shown, on the TransferHub Platform in compliance with Applicable Law. The Partner acknowledges TransferHub and its Affiliate Partners shall have the right to, in accordance with the applicable TransferHub Policies, withhold Ratings and Reviews from being made available on the TransferHub Platform. Remove Ratings and Reviews, or request the Customer to provide an amended version of a Rating or a Review, in the event that such Ratings and Reviews include:
3. Minimum Rating: In the event the Partner’s, any Driver’s and/or, where applicable, the End Fleet’s average rating falls below the Minimum Rating, TransferHub will notify the Partner and may provide a limited period of time to raise their average rating to above the Minimum Rating. In these circumstances, the Partner shall determine the appropriate investigation, remediation and improvement actions to undertake with the Drivers and, where applicable, the End Fleet. If the Partner, any Driver and/or, where applicable, the End Fleet fail to raise their average rating above the Minimum Rating within the period of time notified by TransferHub in accordance with this Clause, TransferHub reserve the right to terminate this Agreement in accordance with Clause 19 (Term, Termination, Suspension and Restriction).
CONFIDENTIALITY AND PUBLICITY
1. Confidentiality Obligations: Each party shall:
2. Permitted Disclosures: Clause 16.1(Confidentiality Obligations) does not restrict:
  a. either party from disclosing Confidential Information to: (a) its Affiliates (provided, in the Partner’s case, that such Affiliate is not a TransferHub Competitor); (b) its Affiliate Partners; or (c) its Personnel or professional advisers (or those of its Affiliate Partners) who need to know the information for the purposes of exercising that party's rights or performing its obligations under this Agreement;
  b. TransferHub from disclosing Confidential Information to its Personnel to the extent that they need the information to provide services to the Amitours Group;
  c. any disclosure of Confidential Information required:
3. Confidentiality Exceptions: Clause 16.1(Confidentiality Obligations) does not apply to Confidential Information that:
  a. was already known to the recipient before it was disclosed by (or on behalf of) the other party;
  b. becomes available to the recipient on a non-confidential basis via another third party;
  c. is independently developed by the recipient without using the other party’s Confidential Information; or
  d. comes into the public domain in a way that does not breach this Agreement.
4. Publicity and Announcements: Unless required to do so by Applicable Law, the Partner must not issue any press release or announcement about the existence or operation of this Agreement, without Transer Hub’s written consent for which email will suffice. The Partner agrees that TransferHub may issue a press release or announcement about its relationship with the Partner and/or the End Fleet (where applicable) under this Agreement.
LIABILITY AND INDEMNITY
1. Liability Never Limited or Excluded: None of the limitations or exclusions of liability in this Clause 18 (Liability and Indemnity) shall apply to:
2. Exclusions of Liability:
3. Mutual Liability Cap: Subject to Clauses 17.1 (Liability Never Limited or Excluded) and 17.2 (Exclusions of Liability), the maximum total aggregate liability of a party for all Losses suffered or incurred whether in contract, tort (including negligence), breach of statutory duty, under an indemnity or otherwise claimed against such party by the other party under or in connection with this Agreement shall not exceed the greater of: (a) 100% of the total Commission paid or payable by the Partner to TransferHub (excluding VAT and/or any other applicable Taxes) in the twelve (12) month period immediately preceding the first event giving rise to a claim, or (b) €10,000 (ten thousand euros).
4. Affiliate Partners: In no event shall Trasnfer Hub be liable for any acts or omissions on the part of any of its Affiliate Partners.
5. Partner Indemnity: The Partner shall at all times during the Term and thereafter indemnify, defend and hold TransferHub, and each Affiliate Partner and each of their respective directors, officers, representatives and employees (“Indemnitees”) harmless fully against all claims, fines, liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other costs and expenses (calculated on a full indemnity basis)) suffered or incurred by the Indemnitees arising out of or in connection with:
6. Mitigation: Each party will take reasonable steps to mitigate its Losses incurred in connection with this Agreement.
INSURANCE
1. Adequate Insurance: Throughout the Term and thereafter as required by Applicable Law, the Partner shall, and shall ensure that the Driver and, where applicable, the End Fleet shall, maintain in force public liability insurance, vehicle insurance (covering damage and injury to or caused by Vehicles and/or the Drivers and/or the passengers of Vehicles) and any other insurance that is required by Applicable Law in the Territory in respect of its business activities, in each case with reputable insurance companies and with no less than the minimum amount of insurance cover required by Applicable Law in the Territory or such other amount of cover as TransferHub may reasonably specify from time to time.
2. Evidence of Insurance: At TransferHub’s or an Affiliate Partner’s request, the Partner shall provide TransferHub and the Affiliate Partner with copies of the insurance policies and/or insurance policy certificates and evidence that the premiums have been paid up to date.
3. Insurance Invalidation: The Partner shall do nothing and shall procure that the Drivers, and (where applicable) the End Fleet do nothing, to invalidate any insurance policy or to prejudice any right or entitlement under it and the Partner shall notify TransferHub if any policy is (or will be) cancelled or its terms are (or will be) subject to any material change.
TERM, TERMINATION, SUSPENSION AND RESTRICTION
1. Duration: This Agreement will commence on the Effective Date and, unless and until terminated in accordance with its terms, shall continue in full force and effect.
2. Reasons for termination: With the exception of Clause 20.3 (Termination for convenience), and Clause 20.5 (Immediate Termination), if TransferHub terminates this Agreement in accordance with this Clause 19, along with the notice it provides it shall:
3. Termination for convenience: Without prejudice to the notice requirements under Clause 19.2 (Reasons for termination), this Agreement may be terminated in accordance with the termination rights for convenience.
4. Mutual Termination Rights: Either party may terminate this Agreement by giving at least thirty (30) days’ prior written notice to the other party if:
5. Immediate Termination: nothing in Clause 19.4 (Mutual Termination Rights) shall require TransferHub to provide at least thirty (30) calendar days’ written notice of termination to a Partner, or a statement of reasons for such termination at least thirty (30) days before the termination takes effect, and TransferHub may terminate this Agreement immediately on notice, where:
6. Automatic Termination: In the event that: (a) a Partner and/or the Drivers and/or the End Fleet are fully suspended or restricted by TransferHub providing Transportation Services in accordance with Clause 19.7 (Suspension and Restriction by TransferHub) a period of twelve (12) months or more; (b) a Partner ceases trading, then this Agreement shall automatically terminate.
7. Suspension and Restriction by TransferHub
CONSEQUENCES OF TERMINATION
1. Termination or expiry: On the expiry or termination of this Agreement (for whatever reason) the following provisions shall apply:
2. Accrued Rights Unaffected: Termination or expiry of this Agreement will not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry.
3. Continuing Obligations: Any provision of this Agreement which expressly or by implication is intended to continue in force after termination or expiry will remain in full force and effect, this shall include, but not be limited to, Clauses 6.10 (Breakage), 7 (Invoicing and Tax), 8 (Refunded Amounts, Chargebacks and Set-off), 10 (Fraudulent or illegal transactions or activities), 12 (Data Protection and Security), 16 (Confidentiality and Publicity), 17 (Liability and indemnity), 20 (Consequences of Termination), 21 (Partner Complaint handling), 22 (Dispute Resolution), 23 (Record keeping and audits), 24.5 (Interim relief), 24.6 (Notices to Parties), 24.7 (Timing of Notices), 24.9 to 24.16 (inclusive).
PARTNER COMPLAINT HANDLING
1. Complaints: TransferHub has an internal complaint handling system in place. Partners can, depending on the nature of their complaint, access such internal complaint handling system via: (1) the Partner Help Centre, or (2) their account manager (if applicable). When submitting the Partner’s complaint, the Partner shall include the following information: (i) full details of the complaint, including whether the Partner has raised the issue before and to which Territory it relates (if applicable); (ii) the Partner’s preferred resolution/outcome relating to the complaint; and (iii) attach any supporting documents relating to the complaint including identifying the affected Bookings and providing a clear rationale for the dispute. The complaint shall be reviewed and investigated in line with TransferHub’s internal guidelines, including necessary escalation where required. TransferHub may contact the Partner to discuss the complaint. The Partner shall be provided with responses relating to the complaint (including its resolution/closure) and with updates during the process, as appropriate, via email or its account manager.
2. Impact on Termination, Suspension or Restriction: Any complaint submitted in accordance with the above complaint handling system shall not automatically suspend or change any termination, suspension or restriction applied by TransferHub under Clause 19 (Term, Termination, Suspension and Restriction). If TransferHub chooses to revoke a termination, suspension or restriction notice following a Partner complaint, it shall reinstate the Partner’s access to the Partner Portal and/or the TransferHub Partner API and remove any relevant restrictions without undue delay.
DISPUTE RESOLUTION
1. Resolving Disputes: Any dispute arising in connection with this Agreement will, in the first instance be resolved in accordance with Clause 21.1 (Complaints). If the dispute cannot be resolved by the account manager and/or finance teams within fourteen (14) days, the dispute can be escalated by either party to senior managers for each party, as nominated by the parties. If the dispute is not resolved by the senior managers within fourteen (14) days of being escalated to them, the dispute may be resolved in accordance with Clause 24.15 (Jurisdiction). Where a payment is subject to a complaint or dispute, such payment may be suspended until the matter is resolved.
2. Out-Of-Court Dispute Settlement: If any dispute arises in connection with a decision by TransferHub to restrict access to the Content on the TransferHub Platform or restrict the Partner’s access to the TransferHub Platform on the basis of illegality or incompatibility with the terms of this Agreement, TransferHub prefers to first try to resolve the dispute through the internal complaints procedure set out at Clause 21.1. If the dispute is not resolved through the internal complaints procedure, the Partner may refer the dispute to any out-of-court dispute settlement body appropriately designated in accordance with Article 21(3) of the Digital Services Act and included in the relevant list published by the European Commission.
RECORD KEEPING AND AUDITS
1. Drivers and End Fleet information: On written request by TransferHub, the Partner shall promptly provide TransferHub with the individual or business company and trading names, phone number and addresses for all Drivers and, where applicable, the End Fleet providing or who have provided Transportation Services pursuant to this Agreement and/or any other information reasonably requested by TransferHub including any (further) information that TransferHub is required to display on the TransferHub Platform under Applicable Law, which shall at all times be complete, up-to-date, accurate, not misleading and compliant with all Applicable Law. Unless otherwise specified in TransferHub's request, such information shall be provided within seven (7) days of TransferHub's request. In addition, the Partner shall provide TransferHub with any updates to the information promptly.
2. Books and records: The parties agree to keep complete and accurate systems, books and records ("Records”) for the term of this Agreement and for a period of seven (7) years following the termination or expiry of this Agreement. In the case of the Partner, such Records shall include the online bookings statement, financial records of the Partner and the Drivers and, where applicable, the End Fleet, information relating to Taxes such as proof of filings, exemption certificates and other tax information, faxes and/or emails to document the amount of and calculations relating to Taxes for the Transportation Services, the individual or business name, phone number and address of each Driver (and, where applicable, the End Fleet).
3. Auditing the Records: TransferHub (or an auditor nominated by TransferHub) may audit the Partner’s Records. All audits shall be conducted with reasonable written notice and without unreasonable interference to Partner’s business activities. At TransferHub’s request, the Partner shall, in a timely manner, provide TransferHub (or its auditor) with reasonable assistance and access to its (and its Related Parties’) premises, books, systems and Personnel in order to inspect and verify the Records. The Partner shall procure the assistance and cooperation of the Drivers and, where applicable, the End Fleet with an audit and requests for the Drivers and/or End Fleet’s separate books and records.
4. Auditors will be subject to an NDA: TransferHub will ensure that any auditor appointed is subject to appropriate confidentiality obligations that protect the Partner’s and its Related Parties’ Confidential Information (subject, always, to any requirements of Applicable Law or a Regulator).
5. Partner Assistance: The Partner shall provide reasonable assistance to TransferHub (and its auditor) to support with the inspection and verification of the Records and in respect of any Tax audits.
6. Audit Results: If an audit reveals that TransferHub has overpaid the Partner, the Partner shall promptly pay to TransferHub a sum equal to the amount that was overpaid.
GENERAL
1. English Language: Where the original English version of this Agreement has been translated into other languages, the translated version of the English language Agreement is provided as a courtesy and office translation only. The Partner and its Related Parties cannot derive any rights from the translated version. In the event of a dispute about the content or interpretation of this Agreement or in the event of a discrepancy between the English version and any other language version of this Agreement, the English language version will prevail. The English version only will be used in any legal proceedings.
2. Costs: Each party will bear its own costs and expenses in connection with the entering into, execution and performance under this Agreement.
3. Agreement Change: TransferHub may from time to time update and amend this Agreement, subject to prior written notice to the Partner and a notice period of no less than thirty (30) days. During the notice period the Partner may terminate this Agreement if it chooses to do so. Any updated or amended version of this Agreement shall replace and supersede the then current version with effect from the date specified in the notice. If the Partner does not provide such termination notice to TransferHub within the notice period specified in this Clause, then the updated or amended version of this Agreement shall be deemed accepted by the Partner.
4. Force Majeure Events: Neither party will be liable for a breach of this Agreement nor liable for delay in performing or failure to perform any of its obligations under this Agreement caused by a Force Majeure Event. The party whose performance of obligations is impacted by the Force Majeure Event shall use reasonable efforts to mitigate the impact of the Force Majeure Event. As soon as the Force Majeure Event resolves, the prevented party shall immediately resume operations and full performance of its obligations under this Agreement that were impacted by such Force Majeure Event.
5. Interim Relief: Nothing in this Agreement prevents either party from making any application to a court to obtain an interim remedy (including an injunction) for any threatened or actual breach of this Agreement.
6. Notices to Parties: Notices must be in English and sent in writing to a party’s contact details as listed in the Contract Front unless otherwise specified between the parties in writing. Each party may change its contact details by giving written notice to the other party. Unless otherwise provided in this Agreement, the parties may send notices by hard copy delivered personally, by first class post, by international recorded delivery or courier or, by email. The notice will not be deemed to have arrived until the hard copy or email, as applicable, is received in accordance with Clause 24.7 (Timing of Notices).
7. Timing of Notices: Notices will be deemed to have been given as follows: (a) if delivered personally, on delivery; (b) if sent by first class post within the same country, two (2) Business Days after the date of posting; (c) if delivered by international recorded delivery or courier, three (3) Business Days after dispatch; (d) if sent by email, at the time of electronic delivery; and (e) any notice delivered to TransferHub after 5pm (UK time) will be deemed not to have been given to TransferHub until the next Business Day.
8. Assignment and subcontracting:
9. Severability: If any Clause (or part of a Clause) or other provision (or part of a provision) in this Agreement is unenforceable, invalid or illegal for any reason, the other Clauses (and parts of a Clause) and provisions (and parts of a provision) of this Agreement will remain in force as if they had been executed without the offending text appearing in this Agreement (and the offending text will be deemed to be substituted with drafting that has the closest effect and is enforceable).
10. Waiver: No delay or omission by either party to exercise any right or remedy provided for by law, equity or under this Agreement will operate to waive, limit or otherwise affect that right or remedy.
11. No Partnership or Agency: Nothing in this Agreement is intended to, or will be deemed to, establish any partnership or joint venture between TransferHub and Partner. The Partner shall not have the authority or power to bind, create a liability for, enter into any commitments for or on behalf of, nor be the agent of, TransferHub or any Affiliate Partner.
12. Entire Agreement: This Agreement constitutes the whole and only agreement between the parties relating to its subject matter and supersedes and excludes all prior agreements or arrangements made between them that relate to it.
13. Third Party Rights: This Agreement is not intended to, and does not, give any person who is not a party to it any rights to enforce any provisions contained in it whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise, except for: (a) Clause 16 (Confidentiality and Publicity), and, where applicable, the TransferHub Data Protection appendix, which will be enforceable by each TransferHub Affiliate; (b) TransferHub’s Affiliate Partners, who shall be entitled to enforce any rights expressed as benefiting them and in accordance with Clause 2.5 (TransferHub Affiliate Partners); and (c) any other provisions which expressly provide for enforcement by a third party. The parties may vary or terminate this Agreement in accordance with its terms and conditions without the consent of any third party.
14. E-Signatures and Counterparts: Unless Applicable Law requires otherwise and subject to Clause 24.3 (Agreement Change), this Agreement and new versions of any documents forming part of this Agreement may be agreed and/or executed through online processes or using electronic signatures. This Agreement and any new versions of any documents forming part of this Agreement may also be executed in one or more counterparts. Each counterpart will constitute an original and together they will constitute a single agreement. If an effective date has not been stated within this Agreement, it will come into effect on the date that the last party signs it or indicates acceptance through online processes or on the date specified in the notice sent by TransferHub under Clause 24.3 (Agreement Change).
15. Jurisdiction: All disputes arising out of or in connection with this Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The parties agree to keep confidential the existence of the arbitration, the arbitral proceedings, the submissions made by the parties and the decisions made by the arbitral tribunal, including its awards, except as required by Applicable Law and to the extent not already in the public domain. The seat and the location of any physical hearings of the arbitration shall be the country of the applicable governing law of this Agreement. The ‘Emergency Arbitrator Provisions’ shall not apply. The governing law of the arbitration agreement shall be the same as the governing law of this Agreement. The language of the arbitration shall be English.
16. Governing Law: This Agreement, and any matter, claim (regardless of the legal basis) or dispute arising in connection with it, will be governed by, and determined in accordance with, English law.

TRANSFERHUB DATA PROTECTION

PART A

DATA PROTECTION
1. Each party warrants that it will duly observe all its obligations under the Applicable Data Protection Law, and any similar legislation in place in the country in which that party has its head office and, in the case of the Partner, also the legislation in relation to privacy, data protection and any other relevant laws in the Territory (as applicable). Each party hereby warrants that it will obtain, and at all times maintain, any notifications and consents required under any Applicable Data Protection Law as are appropriate to the performance of its obligations under this Agreement.
2. The parties acknowledge and agree that for the purposes of this Agreement and the Applicable Data Protection Law:
3. For the avoidance of doubt, TransferHub Data does not include any data provided directly to the Partner, Drivers, End Fleet or other Related Parties by the Customers.
SHARED DATA
1. To the extent permitted by the Applicable Data Protection Law and subject to the conditions, warranties and undertakings set out below, TransferHub shall provide the Partner with the TransferHub Data for the purposes of fulfilling the Partner, Driver or End Fleet’s (as applicable) contract with the Customer for purchase of the Transportation Services including but not limited to related customer service assistance as further described in Part B of this TransferHub Data Protection appendix (“Description of the Transfer”). For the same purpose described herein and detailed in the Description of the Transfer, the Partner shall provide TransferHub with the relevant Driver Data.
2. The Partner acknowledges and agrees that TransferHub is entitled to cease disclosing or making the TransferHub Data available at any time and at its sole discretion. The Partner understands and agrees that the TransferHub Data is provided on an as is basis and that TransferHub cannot make any express or implied warranty or representation concerning the accuracy, completeness or usability of the TransferHub Data. TransferHub therefore cannot be held liable for the TransferHub Data to the maximum extent permitted under the Applicable Law.
PARTNER OBLIGATIONS
1. The Partner understands and acknowledges that TransferHub Data contains the Personal Data of Customers and therefore, the Partner hereby agrees, warrants, covenants and undertakes the following:
TRANSFER OF PERSONAL DATA
1. If the Partner is established outside of the UK, EEA or in a country that is not recognised as providing an adequate level of protection by the UK government or under UK laws, the parties hereby agree that the SCCs and the UK Approved Addendum are hereby incorporated by reference and shall apply to the transfer of Personal Data from TransferHub to the Partner.
2. For the purposes of the SCCs and the UK Approved Addendum, the following additional terms apply:
3. To the extent permitted by Applicable Data Protection Law, the Partner may use TransferHub Data further as strictly necessary for its own compliance, legal and security purposes.
4. Communications relating to bookings, including live chats, emails and screens may be recorded for monitoring and training purposes.
5. TransferHub warrants that it shall only process Driver Data for the purpose of this Agreement and that Driver Data will not be used for any commercial, promotional or marketing purposes.
6. For the avoidance of doubt, TransferHub also may share any Personal Data collected under this Agreement within the Booking Holdings Group and its Affiliate Partners.
LIABILITY
1. The Partner shall at all times remain responsible and fully liable for the failure of any Permitted Persons to comply with the Applicable Data Protection Law and the terms of this appendix.
2. Nothing in this TransferHub Data Protection appendix shall relieve Partner of its own direct responsibilities and liabilities under the Applicable Data Protection Law.
3. Partner acknowledges that remedies at law may be inadequate to protect TransferHub against any breach of this TransferHub Data Protection appendix and without prejudice to any other rights and remedies otherwise available to TransferHub (in law, contract or otherwise), the Partner agrees to the granting of injunctive relief without proof of actual damages.

TRANSFERHUB DATA PROTECTION

PART B: DESCRIPTION OF THE TRANSFER

CATEGORIES OF DATA SUBJECTS
The Personal Data transferred concern the following categories of Data Subjects:

•Customers

•Drivers

•The Partner (where it is a sole trader)
PURPOSES OF THE TRANSFER(S) AND FURTHER PROCESSING
The transfer is made for the following purposes:

The Partner provides (or facilitates by way of the Platform Aggregator Services) TransferHub’s Customers with making reservations and completing Transportation Services. The data exporter is acting as agent in relation to the marketing and sale of Booking the Transportation Services with various partners, and transfers of Personal Data are made between the parties for purposes that include but are not limited to:

• fulfilling a contract with the customer for the Transportation Services including but not limited to registration and account administration, forwarding bookings from Customers to the Partner, Drivers and End Fleets (as applicable), customer service assistance, administering and/or resolving questions, complaints, investigations and reporting, marketing and service updates, to enable messaging tools, collect analytics for service improvement and research, security, fraud detection and prevention and for legal and compliance purposes.

CATEGORIES OF PERSONAL DATA TRANSFERRED
The Personal Data transferred concern the following categories of data: Customers:

•First name and last name;

•Telephone number;

•Email address (where applicable);

•Pick up location, date and time;

•Drop off location

•Booking reference number;

•Passenger accessibility requirements;

•Personal Data within email and messaging content which identifies or may reasonably be used to identify, data subjects;

•any other data that would constitute Personal Data provided to the Partner by TransferHub in connection with this Agreement. Drivers:

•Contact details;

•Journey data (including longitude and latitude locations).

•Photo of driver

•Driving licence, car registration number, insurance and other licence information (e.g. taxi licence, right to work permit)

Partner (when a sole trader):

•First name and last name;

•Telephone number;

•Email address (where applicable);

•Business/trading address.
RECIPIENTS The Personal Data transferred may be disclosed only to the following recipients or categories of recipients:

•Employees, Permitted Persons, Drivers, End Fleets and Related Parties of the data importer.
SENSITIVE DATA TRANSFERRED (IF APPROPRIATE) The Personal Data transferred concerns the following categories of sensitive data: No sensitive data or special categories of data are intended to be transferred, but may be contained in the content of or attachments to customer service related emails.

FREQUENCY OF THE TRANSFER
Data is transferred on a continuous basis.

NATURE OF THE PROCESSING

• Receiving data, including collection, accessing, retrieval, recording, and data entry;

• Holding data, including storage, organisation and structuring;

• Using data, including analysing, consultation, testing, automated decision making and profiling;

• Updating data, including correcting, adaptation, alteration, alignment and combination;

• Protecting data, including restricting, encrypting, and security testing;

• Sharing data, including disclosure, dissemination, allowing access or otherwise making available;

• Returning data to the data exporter or data subject;

• Erasing data, including destruction and deletion.
THE PERIOD FOR WHICH THE PERSONAL DATA WILL BE RETAINED
Personal Data shall not be stored for longer than necessary for the purpose(s) for which the data was transferred, and as required under applicable retention policies and/or in accordance with Applicable Data Protection Law.

COMPETENT SUPERVISORY AUTHORITY
The UK Information Commissioner's Office.

CONTACT POINTS FOR DATA PROTECTION ENQUIRIES
Data exporter: dataprotectionofficer@transferhub.eu

PART C: TECHNICAL AND ORGANISATIONAL MEASURES

This Part C (Technical and Organisational Measures) describes the baseline technical and organisational security measures that Partner shall, as a minimum, have in place as part of their security operationalisation, to ensure that the confidentiality, integrity and availability of TransferHub Data is sufficiently protected.

In particular, the Partner shall take security measures that include appropriate technical and organizational safeguards to protect Personal Data against any interference that goes beyond what is necessary in a democratic society to safeguard national security, defense and public security, such as where appropriate, encryption, pseudonymization and anonymization. These technical and organizational security measures must enable the Partner to identify their critical assets and prevent, detect, respond to and recover from any adverse events affecting them. In this way, all Personal Data shall be systematically managed, the associated security risk shall be minimized and business continuity shall be achieved by proactively limiting the impact of a potential security breach. Specifically, the Partner must conform with the security baselines set out in the TransferHub Security Requirements as a minimum.

PARTNER OPERATING DOCUMENT

- SERVICE LEVEL AGREEMENT -

Scope
This Service Level Agreement (SLA) forms part of and is subject to the Terms of Service between TransferHub and the Partner.

Definitions

"Business Day" means a day that is not a Saturday, Sunday or a public holiday in England.

"Confidential Information" means any information disclosed by one party (the "Disclosing Party") to the other party (the "Recipient Party") under this Agreement that is marked as confidential or that the Disclosing Party reasonably believes to be confidential, including but not limited to business plans, financial information, pricing information, marketing plans, customer data, trade secrets, and technical information.

"Force Majeure Event" means an event beyond the reasonable control of the affected party, including but not limited to acts of God, war, terrorism, civil unrest, natural disasters, strikes, lock-outs, and government actions.

"Partner Portal" means the online platform provided by TransferHub to Partners to manage their business and access TransferHub services.

"Partner's Personnel" means the Partner's employees, contractors, and other representatives authorized by the Partner to act on its behalf.

"TransferHub Platform" means the online platform provided by TransferHub to facilitate the booking and provision of Transportation Services.

Driver and Vehicles:
1. Documents required:
  
  The Partner shall have any and all valid licenses and permits required for the transportation of passengers under the local applicable law.
  
  For a Partner and/or Individual driver to be registered in TransferHub, the Partner shall:
  
  - Have a passenger transportation licence
  
  Please note: A Partner will not be registered and allowed to be active in TransferHub Partner Dashboard and have access to new services unless these documents and required informations are successfully submitted to TransferHub.
  
  For a individual driver to be registered shall:
  
  - Have a valid driving licence for passenger transport (for small or big vehicles, passenger transport certificate).
  
  Please note : A individual driver will not be registered and allowed to be active in TransferHub Partner Dashboard and have access to new services unless these documents are successfully submitted to TransferHub.
2. Conditions required for Vehicles:
  
  - The vehicles shall be perfectly maintained and serviced and be in good repair.
  
  - In case of Premium & VIP vehciles: the vehicles shall not be older than five (5) years.
  
  - Both the inside and the outside of the vehicles shall be clean and well-groomed.
  
  - The vehicles shall be non-smoking vehicles.
  
  - The passenger compartment (rear seat bench, front seat and luggage compartment) shall be accessible, cleared and vacated and ready to serve passengers.
3. Conditions required for Drivers:
  
  - The driver shall be well-groomed, neatly and properly dressed and his appearance shall be impeccable at any time (closed-toe shoes, long trousers, collared shirt or polo shirt).
  
  - The driver shall not smoke inside the vehicle.
  
  - When driving, the driver cannot be helding or using his phone.
  - When driving, the driver shall only accept urgent calls via a hands-free speakerphone and shall not make/accept any private phone calls as long as passengers are present.
  
  - The driver shall be available at any time for as long as he/she is on duty.
  - The driver shall not listen to music when the passenger is present unless the passenger wishes to listen to music.
  
  - The driver shall be professional, friendly, accommodating and discreet at any time.
  
  - The driver shall open the door and, if applicable, help the passenger get inside the car, get out of the car, load or unload his/her luggage.
Maintenance of booking system and third-party devices:
1. The Partner must permanently keep up to date, at least on a regular basis
  
  - Pricing schemes,
  
  - Shift schedules.
2. The Partner shall ensure immediate compliance with the actual pricing service and shift schedules in order to maintain the bookability.
3. Any booking placed by TransferHub and/or its Affiliate Partners on TransferHub platform and accepted by the Partner and/or individual driver with the announced price and service schedule must be executed by the Partner and/or individual driver.
4. If the Partner and/or individual driver should refuse a booking after acceptance from the Partner dahsboard at the agreed pricing two or more times, TransferHub will charge a full-fare penalty for the cost of the latest refused trip.

During Pick-Ups
1. Drivers shall be logged into the TransferHub Driver App at least 1 (one) hour before the pick-up time. The driver’s cell phone must be permanently switched on and should be available as long as he drives for TransferHub services, especially when he waits for or picks up the passenger.
2. If the Partner and/ or individual driver are not available by phone 1 hour prior to pick up, TransferHub reserves the right to assign a different Partner and/or individual driver to the ride. Therefore, the Partner and/or individual driver will lose their claim to payment for the ride and no payment may be made.
3. The driver shall inform the TransferHub Operations team about any and all circumstances that might possibly prevent the driver from picking up a passenger at the time and place indicated in the booking information as soon as the driver becomes aware of such circumstances, in any case before the pick-up time, if possible. The circumstances to be communicated to TransferHub include, but are not limited to:
  - Delays;
  
  - Vehicle malfunction;
  
  - Accident;
  
  - Heavy traffic.
4. The driver shall present the passengers name-sign during all pick-ups at the airports unless otherwise specified. The driver shall inform the passenger about his arrival by following the subsequent steps:
  - Check the ‘Client on Board’ button displayed by the TransferHub Driver app, when the customer onboard;
  - Call the given number (regardless of whether it is a landline or mobile number);
  
  - Knock at the door or ring the doorbell;
  
  - Inform the reception that the transportation service provider hired by the passenger
  
  has arrived;
  - In case of airport pick-ups: always call the passenger and confirm your arrival at least 5 (five) minutes after the scheduled landing time. If the passenger is offline (i.e. Whatsapp, Facetime, or other), retry at least every 10 (ten) minutes.
5. For a TransferHub booking, the driver shall be at the pick-up point at least 5 (five) minutes (or more) before the pick-up time in order to avoid any unnecessary loss of time for the passenger. The TransferHub Driver App will require the driver to confirm his presence at the pick-up point 5 minutes before the stated pick-up time. For TransferHub airport pick-ups the driver must be at the specified meeting point at Arrivals of the airport, waiting for the customer and holding a sign with the passenger name. The pick-up time will be at the exactly real time of flight arrival, or at the flight arrival time plus any additional buffer time, if applicable.
6. If the driver fails to confirm their presence at the pick-up location on the app at the time described above, it will be considered that he is late to the service. If the driver is late to the service and the customer has already left) (e.g. organised own transport) then the ‘Driver No-Show’ penalty as set out in Section 5 of these Rules will be charged to the Partner and/or individual driver.
7. The ‘Driver No-Show’ penalty will still be applied in the case that the driver was late to a pick-up point and the customer cannot subsequently be located as the driver may have missed the customer.

Completion of the Service
1. The Partner and the drivers shall not accept cash for rides provided or additional charges that may be applicable
2. If a driver fails to close a service in the TransferHub driver app immediately after having performed the ride, TransferHub is entitled to mark the respective ride as closed on behalf of the Partner and driver. Nevertheless, a processing charge of EUR 1.00 may be charged to the Partner.
3. TransferHub must be informed immediately about any and all objects or items that passengers may have left in the vehicle. Such objects shall be safely kept by the Partner and/or individual driver for at least eight (8) weeks.

'Driver No-Show' conditions
1. The Parties agree that the Partner and/or individual driver shall realize all services accepted on TransferHub platform. However, exceptionally, the Partner may hire the services of a third-party service provider for the performance of its obligations under the Agreement, provided that it can present good reason for doing so. The quality standards according to the this Service Level Agreement and the Terms & Conditions must be met nonetheless.
2. In the event that a service accepted by the Partner or individual driver is not executed, resulting in failure to provide the service, the Partner or individual driver is liable to pay a penalty equivalent to the total value of the booking requested by the Customer. This failure may also lead to additional costs, such as alternative flights, transfer/taxi, hotel stays, etc. In such instances, the Supplier is obligated to reimburse the Company for all associated expenses within a period of 14 business days.
3. If a requested service is not performed by the Partner and/or individual driver and TransferHub succeeds in passing on the request to a third-party service provider, the Partner and/or individual driver shall pay additionally the difference between the price agreed upon with Customer and the price effectively paid to the third-party provider.
4. If the Partner and/or individual driver fails to perform more than 15 rides during a period of 5 months, TransferHub may suspend the partnership agreement with the respective Partner and/or individual driver for cause with immediate effect.

'Customer No-Show' conditions

The driver shall inform the TransferHub Operations team about any and all circumstances that might prevent or may possibly prevent the driver from performing the services as requested, e.g. if the passenger can neither be identified nor be reached by phone.

The driver is not allowed to leave a pick-up location without picking up the passenger until the end of the agreed waiting time. The applicable granted waiting time included in price (‘included waiting time’) with respect to different booking categories (see below).

Granted waiting time included in price agreed

Booking Class	Non-airportpick-up	Airport pick-up
Standard/ Economy Class	30 minutes	60 minutes
Premium	30 minutes	80 minutes
12 or more seaters	30 minutes	90 minutes

In case the included waiting time above described for a booking has passed and the customer cannot be identified or reached (a potential Customer No-Show), the driver shall not drive away from the pick-up location, unless:
(a) he has informed the TransferHub respectively; AND
(b) he has obtained the explicit approval for driving off by calling the TransferHub Operations Team.

In the case of a suspected customer no-show, the driver must attempt to reach the customer on the phone before reporting the potential customer no-show to the TransferHub Operations team using the ‘report issue’ function in the TransferHub driver dpp, and/or by calling the TransferHub Operations Team.
In addition, in the case of a potential customer no-show the driver is required to collect evidence to verify his presence at the pick-up location on time, to show that he waited all included waiting time, and attempted to call the phone of the customer and TransferHub Operations team. One or more evidences from the below list of acceptable proof must be sent to TransferHub within 12 hours of the scheduled ride. Acceptable proof is as follows:

- Phone call logs to show that the driver tried to call the customer at the time of the pick-up;

- Parking tickets proving that the driver arrived at the pick-up location on time, waited all necessary waiting time. Date and time must be clearly shown;

- If in an airport, port or train station, a photo of the Arrivals board with time-stamp showing the time as no later than the pick-up time.

- A screenshot from the driver’s phone of his location on Google Maps GPS location, with time shown, to show he was at the pick-up location on time.

Without suitable proof the ride will not be accepted as a ‘Customer No-Show’, and instead a ‘Driver No-Show’ penalty will be charged to the fleet.
If the driver leaves the pick-up location before the end of the applicable waiting time without explicit permission from TransferHub, and the passenger subsequently arrives afterwards:

- if the driver cannot return to pick up the passenger the ‘Driver No-Show’ penalty will be charged to the driver;

- if the driver still succeeds in picking up the passenger (e.g. by returning to the pick-up location), he shall be penalized following the clause 10.1.

Cancellation or non-performance of rides
1. Penalties will be applicable if a fleet or driver accepts a ride, and then cancels the ride within 4 hours prior to the pick-up time and will be applied as follows:
  
  a) If no replacement driver can be found, the ‘Driver No-Show’ penalty as set out in section 7 will be charged to the Partner and/or individual driver;
  
  b) If TransferHub succeeds in passing on the request to a third-party service provider, the Partner and/or individual driver shall pay full pricing and additionally the difference between the price agreed upon with customer and the price effectively paid to the third-party provider.
2. If a service was accepted and neither cancelled by using the TransferHub driver app nor performed, the ‘Driver No-Show’ penalty as set out in section 7 will be applied.
3. If the customer cancels the booking within less than 24 hours prior to the pick-up time, the Partner and/or individual driver will still receive 100% of the payment.
4. If the customer cancels the booking more than 24 hours prior to the pick-up time, the Partner and/or individual driver will not receive any payment (free of charge).
5. If the customer changes the original booking 8 hours prior to the pick-up during week days, the Partner and/or individual driver is not permitted to charge additional fees.
6. If the customer changes the original booking 12 hours prior to the pick-up during the weekend days, the Parner and/or individual driver is nor permitted to charge additional fees.

Additional Charge
1. Penalties will be applicable if a fleet or driver accepts a ride, and arrives late to complete the accepted TransferHub service. TransferHub reserves the right to charge 1.00EUR per 1minute delay.
2. In case TransferHub or an Affiliate receives a customer complaint regarding the provision of an incorrect vehicle type for a ride, TransferHub will ask the Partner and/or individual driver to cover the price difference between the originally booked vehicle class and the one provided.
3. In case TransferHub or an Affiliate receives a customer complaint regarding a baby, child or booster seat not provided in alignment with the booking, neglecting child safety protocols, up to 50% of the service value might be charged to the Partner and/or individual driver.
4. In the event of a customer complaint concerning driver cleaness and/or behavior, encompassing issues such as, but not limited to, smells, sleeping, unscheduled stops, or excessive mobile phone usage during the ride, appropriate measures will be taken to address the situation. Depending on the severity of the reported behavior, the client will receive reasonable compensation, equivalent to a minimum of 10% of the transfer cost, charged from the Partner and/or individual driver.
5. All services accepted by Partners and/or individual drivers through TransferHub platform include necessary expenses at the advertised price. Partners and drivers are expected to use highways as needed. Refusal to use highways or charging toll fees directly to customers may result in a 10% penalty to the Partner on the service's agreed-upon value by TransferHub.

Apendix A. Summary of Penalizations and Fees

PENALTY / CHARGES

Accepted Bookings and/or dropping rides

Situation	Potencial Charge
Every booking accepted through your TransferHub Partner Dashboard must be fulfilled in accordance with the announced details and pricing. If you wish to decline executing a booking that has been accepted by you, this refusal should not occur more than two times.	TransferHub reserves the right to impose a full fare penalty for any dropped trip and may immediately terminate the partnership without prior notice.
If a booking was accepted and neither dropped nor executed by you or your driver (Driver No Show).	Driver No Show Penalty: Full price of the booking + Extra charge expended by TransferHub to complete the ride for the customer. (i.e. If TransferHub finds another Partner or driver, and if they charge a higher price for the ride, then the difference in the cost will be charged to you.)
If you or your driver accepts a booking but then drops the service within 4 hours of the pickup time.	Driver No Show Penalty: Full price of the booking + Extra charge expended by TransferHub to complete the ride for the customer. (i.e. If TransferHub finds another Partner or driver, if they charge a higher price for the ride, then the difference in the cost will be charged to you.)
If you or your driver accepts a booking but are not available by phone 1 hour prior to pickup time scheduled.	Driver No Show Penalty: TransferHub reserves the right to assign a different partner or driver for the booked ride. Full price of the booking + Extra charge expended by TransferHub to complete the ride for the customer. (i.e. If TransferHub finds another Partner or driver, if they charge a higher price for the ride, then the difference in the cost will be charged to you.)
If you or your driver fails to confirm their presence at the pick-up location on the TransferHub Driver app at the time booked.	Driver No Show Penalty: TransferHub reserves the right to assign a different partner or driver for the booked ride. Full price of the booking + Extra charge expended by TransferHub to complete the ride for the customer. (i.e. If TransferHub finds another Partner or driver, if they charge a higher price for the ride, then the difference in the cost will be charged to you.)
If you or your driver fails to close a service in the TransferHub driver app immediately after having performed the ride.	If you or your driver fails to close a service in the TransferHub driver app immediately after having performed the ride.
If you or your driver accepts a booking but arrives late to provide the service.	TransferHub reserves the right to charge 1.00€ per 1minute delay.

Accepted Bookings: Cancellations and/or changes

Situation	Potencial Charge
If a booking has been accepted by you or your driver and the customer requests changes to the original booking (such as pickup time, pickup or drop-off destinations, or number of passengers).	Weekdays: 8 hours before the scheduled ride, Transferhub and the partner are not permitted to charge additional fees. Weekends: 12 hours before the scheduled ride, Transferhub and the partner are not permitted to charge additional fees.
If a booking has been accepted by you or your driver and is subsequently canceled by the customer.	Before 24 hours: free of charges and full refund to the customer. After 24 hours: Customer is charged for the full pricing and the partner or driver are fully payed.
If the customers flight arrival is delayed and the partner or driver reports to TransferHub before the booked time for the ride.	TransferHub will compensate the partner or driver up to €30.00 for each additional hour of waiting time after the flight arrival. The partner or driver will provide complimentary waiting time of 60 minutes at the airport after the flight lands for the customer.
If the customers as landed at the airport and the free 60 min waiting period as expired.	TransferHub will compensate the partner or driver with up to €30.00 for each additional waiting hour beyond the free 60-minute waiting period. However, TransferHub will not incur additional charges if the partner or driver fails to immediately inform TransferHub about any delays.

Completed Bookings: Complains

Situation	Potencial Charge
TransferHub or an Affiliate receives a customer complaint regarding the provision of an incorrect vehicle type for a ride.	TransferHub will ask you or your driver to cover the price difference between the originally booked vehicle class and the one provided.
TransferHub or an Affiliate receives a customer complaint regarding a baby, child or booster seat not provided in alignment with the booking accpeted, neglecting child safety protocols.	TransferHub will charge you or your driver up to 150,00€.
TransferHub or an Affiliate receives a customer complaint regarding a baby, child or booster seat not provided in alignment with the booking accpeted, resulting in the customers refusal in using the transportation service.	Driver No Show Penalty: Full price of the booking + Extra charge expended by TransferHub to complete the ride for the customer. (i.e. If TransferHub finds another Partner or driver, if they charge a higher price for the ride, then the difference in the cost will be charged to you.)
TransferHub or an Affiliate receives a customer complaint regarding unprofessional behavior from driver (i.e. Speeding, smells, sleeping, unscheduled stops, or excessive mobile phone usage during the ride, and other plausible reasons)	TransferHub will reasonably compensate the customer, equivalent to a maximum of 50% of the service pricing, and will charge it from you or your driver.
TransferHub will reasonably compensate the customer, equivalent to a maximum of 50% of the service pricing, and will charge it from you or your driver.	You and your driver shall charge or request addiotional payments to the customers. TransferHub may charge you with the Driver No Show Penalty and immediately terminate the partnership without prior notice.