Cars Rental Terms & Conditions - Join LEMMETravel.com

LEMMETravel.com Rent A Car General Conditions

These are the terms and conditions on which We have agreed to act as Your agent in marketing the Car Rental Services and Extras to Customers.

In this Agreement We are acting as the Agent and You are the Principal in the transaction with the Customer.

We agree during the Term of this Agreement to use reasonable endeavours:

to market the Car Rental Services and/or Extras to Customers; and
to ensure that all the Customers are made aware that their Car Rental Contract is with You and not with Us.

The Principal/You hereby appoints the Agent/Us as Your non-exclusive agent to market the Car Rental Services and Extras to the Customers and to receive and accept orders and to collect payment as Agent on Your behalf (the “Agency Services”).

BY CLICKING ON THE “SIGN UP” BUTTON YOU AGREE TO THE TERMS OF THIS AGREEMENT WHICH WILL BIND YOU.

You warrant that the person completing the registration forms on Marketplace and entering into this Agreement has full capacity and authority to do so on Your behalf.

DefinitionsIn this Agreement the following terms shall have the following meanings:“Agency Commission” means the commission payable by You to Us for the Agency Services pursuant to this Agreement as set out in at clause 2;“Agency Services” means the services provided by Us to You namely to market to Customers the Car Rental Services and Extras on Your behalf;“Agent, We, Us, Our” means Booking.com Transport Limited trading as Rentalcars.com whose registered office is at 100 New Bridge Street, London, EC4V 6JA, company number 5179829, VAT number GB 855349007;“Agreement” means the agreement comprising of the Marketplace Dashboard and these General Conditions plus any schedules, annexes or appendices thereto, which collectively form and are referred to as “this Agreement”;“Applicable Data Protection Law” means the Data Protection Act 2018 (as may be amended, extended or re-enacted from time to time), the General Data Protection Regulation 2016/679 (as may be amended, extended or re-enacted from time to time), and any similar applicable legislation in relation to privacy, data protection, e-Privacy and/or marketing in place in the UK from time to time;“Cancellation” means where a Customer has made a booking for the Car Rental Services and Extras (as applicable) but cancels and fails to enter into the related Car Rental Contract;“Cancellation Charge” means any fees payable by Customers to Us as a result of a Cancellation or No-show;“Car Rental Contract” means a rental agreement made by a Customer with You for the Car Rental Services and any Extras (as applicable);“Car Rental Services” means the car rental services which You provide to Customers, subject to each of the Customer’s meeting the Principal Requirements;“Car Rental Sale Price” means the gross amount paid by each of the Customers for or in respect of the Car Rental Services together with any mandatory fees and Taxes properly chargeable thereon excluding any Extras;“Confidential Information” means all confidential information (however recorded, preserved or disclosed) disclosed by a party (or its employees, agent, sub-contractors and professional advisors) to the other party (and/or that party’s employees, agents, sub-contractors and professional advisors) whether before, on or after the date of this Agreement that is (1) connected to the terms of this Agreement; or (2) would be regarded as confidential by a reasonable business person including information relating to the business, finances, affairs, customers, clients, suppliers, plans, proposals, proprietary products, source codes, or trade secrets, trading prospects and the operations and processes of the disclosing party or one of its group; (3) any information or analysis derived from Confidential Information, but excluding any information that: (a) is or becomes generally available to the public other than as a result of breach of this Agreement; or (b) was lawfully received by the receiving party from a third party not under an obligation of confidentiality; or (c) the parties agree in writing is not confidential or may be disclosed; or (d) was independently developed by the receiving party without reference to or reliance upon any Confidential Information;“Content” means all text and graphic content (including the Principals Requirements), pricing data (including the Rates), photographs and any other material, including any Intellectual Property in the same, owned or used by You from time to time in relation to Your business and made available by You to Us via Marketplace for inclusion on the Platforms;“Customers” means the customers visiting our Platforms who wish to hire vehicles from the Principal in the Territory via the Agency Services;“Customer Data” means any information that We transfer to You relating to Customers (including without limitation, for example, Customers’ names, addresses, destinations, e-mail addresses, passport, driver’s licence or any other information) which would allow Customers to be identified directly or indirectly;“Data Controller” means the party, who determines the purposes for which and the manner in which any Customer Data is, or is to be Processed;“Extras” means any additional equipment, drivers, products or services which You may offer to Customers as part of or connected with the Car Rental Contract as may be added and set out on the appropriate page within Marketplace;“Extras Price” means the gross amount paid by each Customer for or in respect of the Extras together with any mandatory Taxes properly chargeable;“General Conditions” means these general conditions which form part of the Agreement;“Intellectual Property” means patents, utility models, copyright and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights and all other intellectual property rights, in each case whether registered or unregistered and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;“Marketplace” is the online platform used in order to facilitate the transmission and receipt of data (relating to rates, fleet availability and payments);“Marketplace Dashboard” means the information uploaded and provided in the online forms accessed through Marketplace setting out Your name, company details, contact details, fleet details, locations, Rates, Principal Requirements and any other relevant information uploaded from time to time;“No-show” means where a Customer has made a booking for the Car Rental Services and Extras (as applicable) but does not collect the Vehicle or Extras (as applicable) for any reason;“Net Amount” means the amount We owe to You after deducting from the Sales Price the Agency Commission, any Cancellations, Refunded Amounts, commercial incentive payments and/or any other deductions allowed for under this Agreement (including pursuant to the Service Levels and Procedures) as may be required;“Personal Data” means any information which would allow an individual to be directly or indirectly identified as defined by the Data Protection Act 2018;“Platforms” means the Agent’s website(s), apps or other booking platforms including those of its affiliated companies or affiliate partners on or through which the Agency Services are made available;“Principal, You, Your” means the company and/or person signing up to use Marketplace the details of which are set out on the Marketplace Dashboard and wishes to provide the Car Rental Services and Extras (as applicable) to Customers;“Principal Requirements” means the requirements and terms and conditions relating to the provision of the Car Rental Services and Extras (as applicable) by You to the Customers. In Marketplace these can be selected in the “Policies” section from a defined list. You are not free to create/impose contradictory requirements;“Process, Processes, Processed, Processing” means any operation or set of operations that is performed upon Customer Data, including, but not limited to access, use, collection, disclosure, recording, organisation, structuring, retrieving, alteration, and storage;“Rates” means the rates to be provided by You for the Car Rental Services and/or Extras (as applicable), which shall consist of the final sales prices to be paid by Customers and must include any and all mandatory fees and Taxes;“Refunded Amount” means any amount refunded to Customers including but not limited to in respect of any deductions made pursuant to the Service Levels and Procedures, the indemnities and/or any other relevant terms of this Agreement;“Request for Payment” means Your request for the Net Amount which may be requested by You via the relevant pages on Marketplace and following such request We prepare on Your behalf (not including any deductions other than in respect of the Agency Commission, Cancellations or No-shows);“Sales Price” means the Car Rental Sales Price and the Extras Price (as applicable) together with any mandatory Taxes properly chargeable thereon;“Summary of Completed Bookings” means the summary provided by Us to You setting out the Sales Prices for each relevant car group and day and Extra (as applicable) for each completed Car Rental Contract on the billing pages within Marketplace;“Service Levels and Procedures” means the service levels and procedures described in the Schedule to these General Conditions;“Taxes” means any national, governmental, provincial, state, municipal or local taxes, levies, imports, duties, (sur)charges, (fixed) fees and withholdings of any nature imposed by any governmental, fiscal or other authority, such as, but not limited to, VAT, car taxes and airport taxes;“Term” means the period set out in clause 8.1 of the General Conditions, subject to prior termination in accordance with the General Conditions;“Territory” means the country in which Car Rental Services are to be provided to Customers;“VAT” means value added tax and any similar sales tax in any jurisdiction such as sales tax and goods and services tax.
Agency Commission
1. Subject to clause 3.12 and 3.13, We shall hold the amount(s) paid by Customers in respect of the Sales Price less any Refunded Amounts referable to each Car Rental Contract for You and shall:
  1. be entitled to deduct and retain our Agency Commission from each Sales Price;
  2. pay to You the Net Amount; and
  3. be entitled to any interest accrued on the amount(s) paid by Customers in respect of the Sales Price.
2. In respect of each Car Rental Contract, the Agency Commission shall be calculated based on a percentage of the Sales Prices (net of VAT), the percentage of which is as set out on the location pages on Marketplace and which may vary from time to time including but not limited to by location and/or if You agree to participate in promotional packages (such as exclusivity) that may be offered by Us.
3. We reserve the right to vary the Sales Price at Our discretion, including but not limited to Us giving a discount to Customers on the Sales Price, at Our own cost, up to the level of the Agency Commission.
4. Any information that We display on the “set your prices” page of Marketplace relating to what We may pay You is indicative only based on the Agency Commission percentage applicable to Your primary location. Further, You are responsible for ensuring that the correct VAT rate is selected/provided and cannot rely upon the default VAT rate shown on Marketplace, and We cannot be held responsible for You selecting/providing incorrect VAT rates.
Payments
1. The Agency Commission due by You to Us for the provision of the Agency Services shall be calculated in accordance with clause 2.
2. Such Agency Commission, notwithstanding that We collect the Sales Price from Customers following a booking as Agent on Your behalf, shall accrue and be payable at the pick-up date (i.e. the date of collection of the vehicle specified in the booking).
3. All Agency Commission payable under this Agreement is exclusive of Taxes. If You and/or We are compelled to make a deduction or withholding for or on account of any Taxes, You ensure that We are entitled to the full amount of Agency Commission which We would have received but for such a deduction or withholding. You shall be responsible and liable for the payment and remittance of any Taxes over and above the full (net) Agency Commission payment due from You to Us. VAT shall be added (if appropriate) to the Agency Commission at the rate prevailing at the relevant tax point.
4. You shall be responsible for and shall provide the Customers with a valid VAT invoice in relation to the Sales Price and a Car Rental Contract where required.
5. You shall be responsible for reporting, remittance, withholding and payment to the relevant tax authorities (as applicable) of the relevant Taxes in relation to the Sales Price, the Car Rental Contracts and Car Rental Services (including the relevant Taxes not included in the Car Rental Services).
6. We shall provide You with a Summary of Completed Bookings via Marketplace after the Car Rental Contract ends and the vehicle has been returned by the Customers (drop-off date). The Parties agree that by Us providing access to the Summary of Completed Bookings to You shall satisfy any and all information obligations that We may have under applicable law.
7. At least seven days after a Car Rental Contract ends, a Request for Payment may be made. The information on the Request for Payment is created by Us based upon sources of information shared by You with Us, which We believe to be reliable. We are not responsible for the accuracy or completeness of the content of such Request for Payment and the results referred to therein, on which You should satisfy Yourself, and We will not have any liability to You for incorrect or incomplete information having been provided or for any inaccuracies in the Request for Payment.
8. After We have received the Request for Payment, We shall provide to You via Marketplace an invoice for the total amount of the Agency Commission payable by You. Hard copy invoices will not be posted to You.
9. Once the invoice has been generated, You may collect the Net Amount by using the details of the virtual credit card We have provided on the invoice. All payments shall be made in the currency of the Territory, unless such local currency is not supported in which case We shall specify the currency in which the Net Amount shall be remitted by Us to You.
10. All Net Amounts due must be requested by a Request for Payment within twelve (12) months of the Vehicle drop-off date (“Cut-off Date”). Any amounts requested or invoiced by the Principal after this period will not be honoured. If the Principal fails to request the Net Amount or any portion thereof, on or prior to the Cut-off Date, then, from and after the Cut-off Date (i) the Principal’s rights and claims with respect to such amount shall automatically cease to exist and (ii) the Agent shall have full right, title and interest in and to any such amount. The Parties expressly agree that the Net Amount (or any portion thereof) retained by the Agent after the Cut-off Date does not constitute an Agency Commission or other consideration paid by the Principal to the Agent for the provision of the Agency Services under this Agreement.
11. You shall have the right to collect the Net Amount (or the equivalent thereof in another currency specified by Us as set out in clause 3.9) by charging the virtual credit card within 12 months of its issue (“Expiry Date”). Prior to the Expiry Date, We shall use commercially reasonable efforts to inform You of the Sales Price (or the equivalent thereof in another currency) or any portion thereof being available for collection by You. You agree that by Us informing You of the (portion of the) Sales Price (or the equivalent thereof in another currency) that is available for collection by You, this shall satisfy any and all information obligations that We may have under applicable law. If You fail to collect the Net Amount, (or the equivalent thereof in another currency) or any portion thereof, on or prior to the Expiry Date, then, from and after the Expiry Date (i) the virtual credit card shall be deactivated and (ii) clause 3.10 shall apply.
12. Subject to clause 3.12, should there be a Cancellation or No-show, then You shall owe no amount whatsoever to Us in respect of such Cancellation or No-show and We shall owe no amounts whatsoever to You in respect of such Cancellation or No-show.
13. Should there be a Cancellation or No-show, We shall be able to levy an independent Cancellation Charge on the Customer.
14. The Service Levels and Procedures describes other payments and administration charges which may become due, all of which shall (unless otherwise specified) be deducted on a monthly basis in arrears, in the event that You fail to meet the applicable Service Levels and Procedures.
15. You are responsible for reconciling the Summary of the Completed Bookings, Agency Commission and Net Amount against the invoices and remittance advice, any discrepancies must be raised with Us within 14 days of the remittance advice date by sending an email to the email address provided. Any dispute should clearly identify the affected bookings and provide a clear rationale for the discrepancy and/or dispute. Any discrepancies or disputes raised after 14 days of the invoice date will not be considered. Our decision in relation to such discrepancies and/or disputes shall be final.
Exclusivity
1. ‘Exclusive’ means that We are the exclusive intermediary providing the Agency Services for You and if so we may agree an Agency Commission percentage that reflects this relationship. ‘Non-exclusive’ means there are other intermediaries providing services the same or similar to the Agency Services on behalf of You. Should You allow other intermediaries to provide services the same or similar to the Agency Services and We de facto become a Non-exclusive agent, the Agency Commission percentage shall immediately revert to the standard Agency Commission percentage as set out in Marketplace for all applicable locations.
Your Warranties and Undertakings
1. You warrant and undertake that You:
  1. will provide Us with the Principal Requirements via Marketplace;
  2. will provide the Car Rental Services and any Extras selected at the Rates You record in the Pricing pages of Marketplace and in accordance with all applicable laws, statutes, regulations, industry guidelines and/or codes of practice including without limitation all applicable health and safety legislation;
  3. will be responsible for inputting and updating on a regular basis all relevant information into Marketplace to enable the sale of vehicles and Extras under this Agreement, including but not limited to the Principal Requirements, Rates, availability and/or any other information. Any information provided to Us by You shall at all times be accurate, not misleading or fraudulent and shall be compliant with all applicable laws, statutes, regulations, industry guidelines and/or codes of practice. In particular, terms, conditions, fees and Taxes shall all be provided in a clear and accurate manner that We are able to pass on to the Customers and We shall have a right to challenge or refuse to provide to Customers any terms, conditions, fees and Taxes that We reasonably believe are not compliant with any applicable laws, statutes, regulations, industry guidelines and/or codes of practice;
  4. shall not make any changes to the Principal Requirements, Rates or any other terms after a booking has been made by Customers, unless and until required to do so by law (except for any changes in Taxes comprised in the Rates or otherwise) and providing Customers are notified of such changes with as much notice as possible, as permitted by law, in writing;
  5. have and will have all necessary (tax) registrations, permits, licences and authorisations necessary for carrying out its business, providing the Car Rental Services and Extras and complying with its obligations under this Agreement;
  6. will be responsible for the guaranteed provision of safe, good quality vehicles and Extras to Customers who have pre-booked and prepaid for the vehicles and Extras via Us and/or Our affiliates (a booking is deemed accepted automatically once We have sent You a booking request). You shall also ensure that Customers are provided with professional services at all times;
  7. in the event of any damage to the vehicles and/or Extras caused by the Customer (“Damage”), save as follows, You shall only charge the Customers: (i) the actual and true net cost of repairing such Damage including passing through any discounts or rebates that have been applied to such costs; and/or (ii) by attributing a fair and reasonable value to any write down of the vehicle’s value; and these costs can be substantiated by copies of any repair invoices, photographs or an independent third party’s opinion upon Our written request. This does not prejudice Your ability to charge any other lawful fees to the Customers, such as loss of use fees or administration charges, associated with such Damage;
  8. will not use or retain any of the Customer Data or any other information, data or details held or processed by it in relation to any of the Customers for any purpose (including but not limited to direct marketing purposes) other than as required for the performance of its obligations under this Agreement, namely providing the Car Rental Services and Extras (as applicable) to Customers;
  9. establish and maintain throughout the term of this Agreement appropriate administrative, organisational, technical, training and contractual measures (having regard to the state of the art and technological development, the costs of implementation (where applicable) and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons) (no lesser security measures and degree of care than those which it applies to its own Personal Data) to ensure compliance with the requirements of the Data Protection Legislation and in particular the security of the Personal Data (and to guard against and prevent unauthorised or unlawful processing of the Personal Data and accidental loss or destruction of, or damage to, the Personal Data) and the protection of the rights of any data subject;
  10. establish and maintain good security practices in the selection and use of passwords on its own systems and on Our systems to which You are given access and ensure all users follow those practices. You shall notify Us immediately in the event that Your password is lost or stolen;
  11. will not (nor attempt to) solicit, attract or persuade Customers to contract directly with You without the assistance of the Agent or otherwise divert orders for vehicle hire from Customers away from Us;
  12. will ensure that You comply with all of Our mandatory policies as set out in Marketplace, including but not limited to Cancellation, amendment and No-show policies; and
  13. ensure that You adopt the appropriate mandatory charges, fees and Taxes, as set out in Marketplace, and include such fees in the Sales Price.
2. You agree to perform your obligations in accordance with this Agreement and:-
  1. in accordance with Our reasonable standard policies and procedures in force from time to time;
  2. in such a way so as to maintain Our goodwill and high reputation;
  3. in accordance with the Service Levels and Procedures and subject to any additional service level terms or procedures as communicated to You through Marketplace from time to time;
  4. shall ensure that when each vehicle is provided to Customers it is in a good condition, clean, roadworthy, fully taxed and insured and has the benefit of any necessary vehicle inspection certifications (e.g. for road safety or environmental standards) and You can provide to Us or the Customers on demand copies of such documentation; and
  5. in the event that the class of vehicle booked by Customers is not available, You shall provide Customers with a higher class of vehicle (in the Customer’s reasonable opinion) at the same rate and at no extra charge as the vehicle class originally booked, however for the avoidance of doubt You shall ensure the vehicles booked are guaranteed as available in accordance with clause 5.1(f).
3. You agree to provide Us with the best market Rates at the relevant time.Explanatory Note:We undertake investments to attract consumers to, and enable them to compare Car Rental Services on, Our Platforms. Clause 5.3 aims to ensure that Rates and availability conditions posted on the Platform are competitive, so that consumers may benefit from lowered search costs, and to prevent that a supplier would ‘free ride’ on significant investments undertaken by Us.
4. Without prejudice to any other provisions of this Agreement, If You receive any complaint (whether from Customers or Us) regarding any matter to which this Agreement relates (each a “Complaint”), You shall investigate the Complaint promptly and comprehensively and take such steps as We may reasonably request to remedy the matter or matters giving rise to the Complaint.
5. You shall act as the principal in relation to the Car Rental Contract made with Customers and shall provide the Car Rental Services and/or the Extras (as applicable) to Customers in accordance with the bookings made via the Agency Services.
6. You shall not charge or demand payment from Customers in connection with any pre-payable amounts related to the Agency Services or Car Rental Contract. You shall be entitled to charge Customers a deposit to cover any car insurance excesses and/or other loss or damage not covered by Your car insurance policies, or other charges in accordance with the terms and conditions of the Car Rental Contract, provided these are not a pre-payable amount. You shall provide Us with Rates that allow Customers to pre-pay all mandatory, fixed fees and Extras associated with the Car Rental Contract (save for any that are only capable of being paid at pick-up, in which case You shall provide us with details of these).
7. You shall maintain all books, records and reports (including invoices to the Customers or otherwise) as may be/have been required for the purposes of any reporting, remittance or payment of any Taxes, for the period as required by law in the Territory following the completion of the Car Rental Contract. You shall provide to Us on demand details and copies of any such books, records and reports in order for Us to comply with Our own liabilities for Taxes and/or requests from any governmental, fiscal or other authority in relation to such Taxes.
Party Obligations
1. Both parties agree to perform their obligations in accordance with this Agreement and:-
  1. in an ethical manner;
  2. in compliance with all applicable laws, statutes, regulations, industry guidelines and/or codes of practice;
  3. using reasonable skill and care.
2. Both Parties shall use reasonable endeavours to not disparage, bring in to disrepute and/or speak detrimentally of the other, or cause and/or carry out any activities that may cause damage to the other’s name, brand, reputation, goodwill, business or relationships with any of its partners and/or other third parties.
3. Each party shall be responsible for its own costs relating to the use, development and maintenance of Marketplace. The parties acknowledge that the operation of Marketplace will not be uninterrupted or error-free and may be subject to temporary shutdowns due to causes beyond the reasonable control of the parties. Marketplace is provided “as is” and without warranty of any kind.
Confidentiality
1. Each party undertakes that it shall not at any time during the Term of this Agreement, and for a period of five years after termination of this Agreement, disclose to any person any Confidential Information, except as permitted by clause 7.2 and 7.3.
2. Each party may disclose the other party’s Confidential Information:
  1. to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 7; and
  2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
3. Each party can disclose any Confidential Information to any member of its corporate group, and such party shall ensure that any member of its corporate group to whom the confidential information is disclosed shall comply with this clause 7.
Term and Termination
1. The Parties agree that this Agreement shall come into force and have effect from the date of acceptance by Us of Your application to join Marketplace and the date on which You are set “live” on Marketplace (the “Commencement Date”) and shall continue until either Party terminates the Agreement in accordance with the terms set out in this clause 8.
2. You may terminate this Agreement immediately by providing written Notice to Us. In the event that You remove Your vehicles from Marketplace and/or have no availability, We may deem this as notice from You to Us that this Agreement has been terminated by You, notwithstanding the provisions on notices in clause 9.
3. We may terminate this Agreement at any time by providing: (1) if You are an EEA registered supplier, at least four (4) months written notice to You; or (2) if You are a non-EEA registered supplier, 30 calendar days’ written notice to You.
4. We may terminate this Agreement immediately at any time in the event of (i) a legal or regulatory obligation requiring termination of the Agreement in a manner which does not allow Us to provide 30 calendar days’ notice, (ii) an imperative reason under applicable law (for example but not limited to, where We cannot reasonably be expected to continue the contractual relationship, considering all the circumstances and weighing the interests of both You and Us), (iii) a repeated infringement of this Agreement or (iv) a material breach, including but not limited to instances of illicit or inappropriate content, fraud, data breaches or a breach of any of clauses 12.14 to 12.15. In such case, and subject to clause 8.6, We shall provide You with a notice in writing including a statement of reasons without undue delay.
5. Without affecting any other right or remedy available to it and without prejudice to Clauses 8.3 and 8.4, by a notice in writing which, subject to 8.6, includes a statement of reasons We may (i) immediately restrict or suspend (all or parts of Our obligations, covenants and undertakings under) this Agreement and/or suspend You from sale/exclude You from receiving bookings (in full or in part and/or for specific Territories, locations, products or brands) and/or (ii) on 30 calendar days’ prior notice, terminate this Agreement, if:
  1. You are in breach of any term of this Agreement including the Service Levels and Procedures;
  2. an encumbrancer or anyone with the benefit of any security interest takes possession of, or a receiver is appointed over, any of Your property or assets;
  3. You make any voluntary arrangement with Your creditors or become subject to an administration order or go into administration;
  4. You go into liquidation (except for the purposes of solvent amalgamation or reconstruction and in such manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on You under this Agreement);
  5. anything equivalent to any of the foregoing under the law of any jurisdiction occurs in relation to You;
  6. You cease, or threaten to cease, to carry on business;
  7. Your Marketplace account is inactive for over one (1) calendar month;
  8. there is the misuse of any virtual credit card or other payment card provided to You;
  9. You promote, engage, or are involved or participate in any illegal or fraudulent activity;
  10. We become unable to continue to provide Our Agency Services within the Territory including in circumstances so that We can comply with any applicable laws, statutes or regulations;
  11. You (directly or indirectly) manipulate or attempt to manipulate a booking or the functioning of the Platforms (e.g. by manipulating Customer reviews) or Marketplace; or
  12. You fail to provide when requested the details required for our sanctions screening policy in accordance with clause 12.18.
6. Where in this clause 8 We are otherwise required to provide You with a statement of reasons, We shall not be required to provide You with a statement of reasons: (1) insofar as it would infringe a legal or regulatory obligation not to provide the facts/circumstances/grounds or (2) where You have repeatedly infringed the Agreement resulting in its termination.
7. The termination of this Agreement shall not affect any accrued rights or liabilities of any Party nor any other rights of the terminating Party in relation to the matter in giving rise to the termination nor shall it affect the coming into force or the continuance in force of any provisions of this Agreement which are expressly intended to come into or continue in force on or after such expiry or termination.
8. On termination of this Agreement (for whatever reason) the following provisions shall apply:
  1. each Party shall promptly return to the other or dispose of in accordance with that other’s instructions all Confidential Information and other data and documents and copies thereof disclosed or supplied to it pursuant or in relation to this Agreement and shall certify in writing to the other when the same has been completed;
  2. We reserve the right to reallocate any pre-booked rentals to alternative supply partners. This right also applies in the event that You have been suspended or excluded from sale/bookings for any reason;
  3. Subject to 8.8(b), You shall honour any pre-booked rentals and shall continue to provide the applicable Car Rental Services and Extras in respect of all pre-booked rentals booked prior to expiry or termination of this Agreement (“Post-Termination Services”), and the terms of this Agreement shall remain in full force and effect for such period as may be necessary to enable the completion of the Post-Termination Services;
  4. A final Request for Payment should be made within 60 days of termination or (if later) completion of the Post-Termination Services;
  5. We will use reasonable endeavours to produce a final invoice within 70 days of termination or (if later) completion of the Post-Termination Services.
Notices
1. All notices and consents to be given under this Agreement (collectively “Notices”) shall be in writing and shall be addressed to the Managing Director or Chief Executive Officer of the recipient. Notices shall be:
  1. sent by first-class registered mail or (where applicable) registered overseas mail to the registered office of the recipient; or
  2. where Notice is sent by You to Us, by sending such Notice to us through the communication channels within Marketplace as available to You; or
  3. where the Notice is sent by Us to You, We may serve Notice solely via email or via Marketplace at our discretion. You shall ensure that You provide Us with an up to date email address and/or shall check Marketplace regularly for any Notices.
  Notices cannot be served via fax.
2. Provided that the Party sending a Notice has complied with the requirements set out in clause 9.1, Notices shall be deemed to have been received by the addressee:
  1. on the same day on which it was sent by email; or
  2. on the same day on which the Notice was posted or communicated on Marketplace; or
  3. three (3) days after the day on which it was sent by first-class registered mail or ten (10) days after the day on which it was sent by registered overseas mail.
Insurance
1. Throughout the Term and for a period thereafter as required by law You shall maintain in force public liability insurance, vehicle insurance (covering damage and injury to or caused by vehicles and the drivers and passengers of vehicles) and any other insurance that is required by law in the Territory in respect of Your business activities, in each case with reputable insurance companies and with no less than the minimum amount of insurance cover required by law in the Territory or such other amount of cover as We may reasonably specify from time to time.
2. On Our request, You shall provide Us with copies of the insurance policies and/or insurance policy certificates and evidence that the premiums have been paid up to date.
3. You shall do nothing to invalidate any insurance policy or to prejudice Our entitlement under it and shall notify Us if any policy is (or will be) cancelled or its terms are (or will be) subject to any material change.
Liability
1. Your liabilities under this Agreement shall not be deemed to be released or limited by Your taking out the insurance policies referred to in clause 10.1.
2. You acknowledge and agree that the Car Rental Contract is made between You and the Customer and that We will have no liability whatsoever in respect of any costs, expenses, liabilities (including any liability for Taxes), injuries, direct, indirect and consequential loss (all three (3) of which terms include pure economic loss, loss of profits, loss of business and/or depletion of goodwill), damages, claims, demands, proceedings and/or legal costs incurred or suffered by the Customers and/or You under or in connection with any Car Rental Contract.
3. The following provisions set out the entire liability of the parties, their affiliates and partners and their respective employees, directors, agents and/or sub-contractors in respect of any breach of this Agreement, any claim under an indemnity, any breach of statutory duty, any representation, or any tortious act or omission, including negligence, arising under or in connection with this Agreement (“Liability”).
4. Subject to clause 11.5 and 11.6 the total aggregate Liability which arises from or in connection with this Agreement shall not exceed the aggregate Agency Commission (excluding Taxes) paid to Us by You during a period of 12 months immediately preceding the date on which the first notification of a claim for Liability is made in writing to either party or any of their affiliates and partners or any of its or their respective employees, directors, agents or sub-contractors (or if such notification of claim arises during the first twelve (12) months of our working relationship with You, then calculated by reference to such amount paid assuming that the full twelve (12) month period had occurred calculated on a pro rata basis adjusted for Our typical seasonality).
5. Subject to clause 11.6, neither party shall have Liability for:
  1. loss of profit or anticipated profit (in each case whether direct, indirect or consequential);
  2. loss of revenue, loss of production, loss of contract, loss of business or economic loss (in each case whether direct, indirect or consequential);
  3. loss of goodwill, loss of reputation or loss of opportunity (in each case whether direct, indirect or consequential);
  4. loss of anticipated savings or loss of margin or loss of overhead recovery (in each case whether direct, indirect or consequential);
  5. loss of data (whether direct, indirect or consequential);
  6. liability of Customers to third parties (whether direct, indirect or consequential); or
  7. indirect, consequential or special loss.
6. Nothing in this Agreement shall operate to exclude or limit the Liability of either party for:
  1. death or personal injury caused by its negligence; or
  2. fraud or fraudulent misrepresentation; or
  3. Liability under the indemnity contained in clause 13; or
  4. deliberate breach of this Agreement by either party; or
  5. any matter for which the parties are not permitted by law to exclude or limit, or to attempt to exclude or limit, its liability.
General
1. Each party warrants that it has full capacity and authority to enter in to and perform the obligations under the terms of this Agreement.
2. This Agreement supersedes all prior agreements, arrangements and undertakings between the parties and constitutes the entire Agreement between the parties relating to its subject matter. Parties cannot derive any rights or obligations from explanatory notes as included in this Agreement.
3. We reserve the right to update or amend these General Conditions (plus schedules, annexes or appendices thereto) from time to time. Any update or amendment shall take effect 15 days after the date a Notice (“Contract Update Notice”) is provided to You unless the Contract Update Notice specifies a longer notice period (“Notice Period”). Such Contract Update Notice may be via email and/or on Marketplace. You may terminate this Agreement during the Notice Period and such termination will take effect on the date being 15 days from receipt by You of the Contract Update Notice (or immediately if You do not serve notice to terminate until after that date in the case the Notice Period is longer than 15 days). However, (i) continued use of Marketplace confirms acceptance of the update or amendment or (ii) You can confirm in writing Your acceptance of the update or amendment at any time.
4. Neither party may assign this Agreement or any rights under it nor delegate nor sub-contract any obligations under it without the express written consent of the other party, save that We may assign to any group company without requiring Your written consent.
5. Nothing in this Agreement shall constitute or shall be deemed to constitute a partnership or joint venture relationship between the Parties.
6. No delay or failure on the part of any Party to exercise or enforce any right or remedy under this Agreement shall constitute a waiver of that right or remedy or any other right or remedy under the Agreement or operate so as to prevent the subsequent exercise or enforcement of any such right or remedy. No waiver shall be valid unless confirmed in writing by the waiving Party.
7. If any term or provision of this Agreement or any part thereof shall become or be declared illegal, invalid or unenforceable for any reason whatsoever including by reason of the provisions of any legislation or other provisions having the force of law by any body or authority having jurisdiction over the Parties such term or provision shall be divisible from this Agreement and shall be deemed to be deleted from this Agreement and the remainder of this Agreement shall continue in full force provided always that if any such deletion substantially affects or alters the commercial basis of this Agreement the Parties shall negotiate in good faith to amend and modify the terms and provisions of this Agreement as may be necessary or desirable in the circumstances.
8. In this Agreement headings are for ease of reference only and do not affect the interpretation of this Agreement and references to “include” or “including” or similar expressions shall be construed without limitation.
9. If any sums are due to Us from You, then We shall be entitled to exercise the right to set-off such sums against any payments due from Us to You under or in relation to this or any other agreement.
10. Each of the Parties shall, and shall use their reasonable endeavours to procure that any necessary third parties shall, execute and deliver to the other party such other instruments and documents and take such other action as is necessary to fulfil the provisions of this Agreement in accordance with its terms.
11. This Agreement may be entered into online by clicking on the sign up button as indicated and subject to the provisions of clause 8.1.
12. This Agreement is enforceable only by the Parties and by their successors in title and permitted assigns. The Parties do not intend that any of its terms will be enforceable by any other person or party.
13. References to any statute or statutory provision shall include (i) any subordinate legislation made under it, (ii) any provision which it has modified or re-enacted (whether with or without modification), and (iii) any provision which subsequently supersedes it or re-enacts it (whether with or without modification).
14. You confirm that during the Term You shall (i) operate Your business in accordance with the terms set out in the Modern Slavery Act 2015 and such other applicable laws relating to anti-slavery and human trafficking applying in the countries in which that You have a place of business (“Fair Working Practices”), (ii) put in place and maintain Your own policies and procedures to ensure Your compliance with the Fair Working Practices; and (iii) ensure that its contracts with Your sub-contractors and suppliers contain provisions that are no less protective of employees as those set out in this clause 12.14
15. Each party (including its employees, directors, officers, agents or other representatives) confirms that during the Term it shall:
  1. not directly or indirectly
    1. offer, promise or give to any third party (including any governmental official or political party’s official, representative or candidate), or
    2. seek, accept or get promised for itself of for another party,
    any gift, payment, reward, consideration or benefit of any kind which would or could be construed as bribery or an illegal or corrupt practice; and
  2. comply with the U.S. Foreign Corrupt Practices Act, the UK Bribery Act 2010, the UK Criminal Finances Act 2017 and such other applicable laws, statutes, regulations relating to anti-bribery, anti-tax evasion / facilitation of tax evasion and anti-corruption applying in the countries in which it has a place of business (“anti-bribery/ anti-tax evasion/ facilitation of tax evasion requirements”); and
  3. put in place and maintain its own policies and procedures to ensure compliance with the relevant anti-bribery and anti-tax evasion / facilitation of tax evasion requirements and will enforce them where appropriate.
16. Due to applicable anti-money laundering, anti-corruption, anti-terrorists financing and anti-tax evasion laws and legislation, We are restricted from making the Agency Services available to and accepting payments from or making, processing or facilitating payments to a bank account (the “Bank Account”) that is not related to the jurisdiction where You are located and/or the Car Rental Services are performed and (but in any event) insofar any of the following warranties is untrue. You hereby represents and warrant that (notwithstanding the jurisdiction of the Bank Account):
  1. You hold and comply with all permits, licenses and other governmental licenses, permits and authorisations necessary for conducting, carrying out and continuing Your operations and business (including holding and using of the Bank Account);
  2. You are the holder of the Bank Account;
  3. the payment and transfer to, through or from the Bank Account is at arm’s length and in accordance with all applicable laws, legislation, codes, regulations, ordinances and rules and not in violation of any applicable anti-money laundering, anti-corruption, anti-terrorists financing or anti-tax evasion (tax) law, treaty, regulation, code or legislation; and
  4. the Bank Account is not (directly or indirectly) used for money laundering, terrorist financing, tax evasion, tax avoidance or other illegal activities
17. You represent, warrant and undertake that You do and will comply in all respects with all applicable Sanctions that You or We are subject to, and that neither You nor any of Your associated parties:
  1. is a sanctioned person listed on, or owned or controlled by, or acting on behalf of, a person listed on any Sanctions List or who is otherwise the target of Sanctions; or
  2. is acting, directly or indirectly, on behalf of a Sanctioned Person.
  “Sanctions” means any laws, regulations, orders or licenses relating to economic or financial sanctions or trade embargoes or related restrictive measures imposed, administered or enforced from time to time by a Sanctions Authority;“Sanctions Authority” means (i) the United Nations Security Council, (ii) the United States government, (iii) the European Union, (iv) the respective governmental institutions and agencies of any of the foregoing, including, without limitation, the Office of Foreign Assets Control of the US Department of Treasury (“OFAC”), the United States Department of State and Department of Commerce, and (v) any other governmental institution or agency with responsibility for imposing, administering or enforcing Sanctions with jurisdiction over You or Us;“Sanctions List” means the Specially Designated Nationals and Blocked Persons list maintained by OFAC, the Denied Persons list maintained by the US Department of Commerce, the Consolidated List of persons, groups and entities subject to EU financial sanctions, or any other list issued or maintained by any Sanctions Authority of persons subject to Sanctions (including investment or related restrictions), each as amended, supplemented or substituted from time to time;“Sanctioned Person” means a person that is listed on, or owned or controlled by, or acting on behalf of, a person listed on any Sanctions List or who is otherwise the target of Sanctions.
18. On Our request at any time throughout the Term, You shall (within the time period provided by Us) fully complete and provide to Us or any advisor to Us any screening or re-screening questionnaire and/or associated documents or records as are required by Us for the purposes of Our Sanctions screening policy.
19. Any breach of clause 12.14 to 12.18 (inc) will be deemed a material breach, and will give Us the right to immediately terminate this Agreement.
Indemnity
1. Subject to the provisions of clause 11 You shall at all times during the Term and thereafter indemnify Us, Our group companies, affiliates and/or partners (including its/their directors, officers, employees, agent or representatives) (“Indemnitee”) 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) suffered or incurred by the Indemnitee arising out of or in connection with:
  1. any material breach or negligent performance or non-performance by You, Your employees, agents and/or permitted subcontractors of the warranties and obligations contained in clause 5 (in particular the guarantee of provision of good quality vehicles);
  2. the exercise by Us of the right contained in clause 8.8(b) following a breach by You, Your employees, agents and/or permitted subcontracts, or following Your insolvency/bankruptcy;
  3. any breach of clauses 12.14 to 12.18 by You, Your employees, agents and/or permitted subcontractors;
  4. any breach of the intellectual property provisions at clause 14.2 by You, Your employees, agents and/or permitted subcontractors;
  5. any breach of the Data Protection provisions at clause 15 by You, Your employees, agents and/or permitted subcontractors;
  6. any claim made against Us by a third party (including in respect of death, personal injury or damage to property) arising out of or in connection with the Car Rental Services, Extras or vehicles, to the extent that such claim is attributable to any act or omission of the Principal, Your employees, agents and/or permitted subcontractors;
  7. any claim made against Us by a third party arising out of or in connection with Your, Your employees, agents and/or permitted subcontractors breach of any applicable laws, statutes, regulations, industry guidelines and/or codes of practice including but not limited to any applicable data protection laws.
Intellectual Property
1. You hereby grant to Us and Our affiliate partners a non-exclusive fully paid-up, worldwide, royalty-free licence for the Term of this Agreement 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 in relation to the provision of the Agency Services for the purposes of exercising Our rights and performing Our obligations under this Agreement, together with the right to sub-licence the same to Our affiliates, partners, agents and sub-contracts. For the avoidance of doubt, We shall be free to sub-license, make available, disclose and distribute the Content to Our third-party affiliate partners. In no event shall We be liable for any acts and omissions on the part of any of Our third-party affiliate partners.Explanatory note:We may have arrangements with affiliate partners or group companies which arrangements entail, amongst other things, the display of the (content of the) Platform on the affiliate partners’ or group companies’ own websites or platforms.
2. You shall remain the owner of such Content and Intellectual Property in the Content. You warrant that the receipt, use and onward supply of the Content by Us, Our affiliate partners and its/their permitted sub-licensees shall not infringe the rights, including any Intellectual Property rights, of any third party.
3. We shall remain the owner of our trademarks and any data, including but not limited to the Customer Data, booking data and any Intellectual Property, we provide to You via Marketplace or otherwise. You shall not use any trademarks or other Intellectual Property, both registered and unregistered, owned or used by Us from time to time without prior written approval.
Data Protection
1. Each Party warrants that it will duly observe all its obligations under Applicable Data Protection Law.
2. We warrant that any Personal Data disclosed by You (for example Your contact details) on Marketplace shall be subject to the appropriate technical and organisational measures against the unauthorised or unlawful Processing of Personal Data and against the accidental loss or destruction of, or damage to Personal Data.
3. To the extent permitted by the Applicable Data Protection Law and subject to the conditions, warranties, and undertakings set out below, We shall provide You with Customer Data for the purposes of providing Car Rental Services to such Customers in accordance with the terms of this Agreement.
4. For the avoidance of doubt Customer Data does not include any data provided directly to You or Your permitted subcontractors by Customers.
5. Upon receipt of the Customer Data, You shall act as an independent Data Controller and shall be solely responsible for the processing of the Customer Data for the purposes set out in this Agreement You shall remain at all times the Data Processor of the Customer Data and warrant that You shall:
  1. Process the Customer Data only to the extent, and in such a manner, as is necessary for the purposes of the Agreement and in compliance with Applicable Data Protection Law and in accordance with Our instructions as set out in this clause;
  2. not use Customer Data for any commercial, promotional or marketing purposes, including but not limited to, You shall not (i) use the Customer Data to send (directly or indirectly) any unsolicited email or make any unsolicited calls or (ii) use it for any purpose, save as set out otherwise in this Agreement;
  3. take appropriate technical and organisational security measures to safeguard and maintain the confidentiality and secrecy of the Customer Data and to protect it against the unauthorised or unlawful Processing of Customer Data and against the accidental loss or destruction;
  4. cooperate with, and provide all reasonable assistance to Us in the event (i) a Customer wishes to exercise their rights of access, rectification, erasure, restriction of Processing, data portability, objection to Processing or avoiding automated individual decision making, including profiling, (ii) We are required to demonstrate compliance with our obligations and require information or cooperation from You or (iii) of any legally binding request for disclosure of the Customer Data by any government authority (including any data protection agency, law enforcement agency or other regulatory authority) or requests from competent regulators, unless otherwise legally prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation;
  5. limit access to the Customer Data solely to those of Your employees, agents, subprocessors and consultants (“Permitted Persons”) who require access to the Customer Data as strictly necessary for the purpose of performing the Car Rental Services under this Agreement;
  6. ensure that all Permitted Persons:
    1. are informed of the confidential nature of the Customer Data;
    2. have been provided with appropriate written instructions on data protection principles and handling the Customer Data;
    3. safeguard and maintain the confidentiality and secrecy of the Customer Data; and
    4. are aware that they will be bound by the same obligations imposed on You under this Agreement and the Applicable Protection Data Law;
  7. use prudent and diligent methods to ensure that all Permitted Persons:
    1. do not copy, publish, transmit, sell, disseminate, reproduce, divulge, disclose or make the Customer Data available to any unauthorised third party;
    2. do not use or store Customer Data in an unprotected retrieval system or database;
    3. promptly destroy all Customer Data and any copies thereof (including hard and soft copies) as required by the Applicable Data Protection Law; and
    4. monitor, enforce and be responsible for the Permitted Persons’ compliance with this clause;
  8. in the event that (i) any Customer Data is disclosed by You (including Your Permitted Persons), in breach of this Agreement or Applicable Data Protection Law; or (ii) You (including Permitted Persons) discover, are notified of or suspect unauthorised access, unauthorised or unlawful Processing, any, loss of, damage to or destruction of the Customer Data (“Security Breach”), You will immediately notify Us in writing of any such Security Breach, cooperate fully in the investigation of the Security Breach, and take all measures to end such Security Breach. In the event of a Security Breach You shall, at Your own expense, carry out any and all remediation actions required by Applicable Data Protection Law; and
  9. if You receive any complaint, notice or communication which relates directly or indirectly to the Processing of the Customer Data or to either party’s compliance with Applicable Data Protection Law and the data protection principles set out therein, You shall immediately notify Us in writing and You shall provide Us with full co-operation and assistance in relation to any such complaint, notice or communication.
6. You 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 Agreement.
7. To the extent permitted by Applicable Data Protection Law, You may use the Customer Data further as strictly necessary for Your own compliance, legal and security purposes.
8. You understand and acknowledge that We are entitled to cease disclosing or making the Customer Data available at any time and at Our sole discretion. You understand and agree that the Customer Data is provided on an as is basis and that We cannot make any express or implied warranty or representation concerning the accuracy, completeness or usability of the Customer Data. We therefore cannot be held liable for the Customer Data.
9. If You are established outside of the EU or in a country that is not recognised by the European Commission as providing an adequate level of protection, the Standard Contractual Clauses for the transfer of personal data from the Community to third countries (controller to controller transfers) pursuant to European Commission Decision C(2004)5721, without modification or optional clauses (“SCCs”) as set out in Appendix 4 shall apply to the transfer and Processing of that data and:
  1. the parties hereby agree that the SCCs shall automatically be replaced by any successor or replacement standard contractual clauses as approved European Commission;
  2. We are the Data Exporter of the Customer Data and You are the Data Importer of the Customer Data for the purposes of the SCCs;
  3. the names and addresses of the Data Exporter(s) and Data Importer(s) shall be considered to be incorporated into the SCCs;
  4. for the purposes of clause II(h) of the SCCs, option (iii) shall apply;
  5. Appendix 1 and Appendix 2 of this Agreement shall be deemed to be Annex A and B to the SCCs for this purpose;
  6. each party’s acceptance of this Agreement shall be considered as a signature to the SCCs and the acceptance of clauses (a) – (e) above; and
  7. if needed by a supervisory authority or by law, the parties will cooperate and sign the SCCs separately.
10. Where You send us data relating to Our Customers that reside in the European Economic Area (“EEA”) that data shall be transferred and Processed in accordance with the provisions the Standard Contractual Clauses for the transfer of personal data to controllers established in third countries pursuant to European Commission Decision 2004/915/EC of 27 December 2004 (“Controller Standard Contractual Clauses”) which are set out in Appendix 4 and incorporated herein by reference. Appendix 3 to this Agreement shall be deemed to be Annex B to the Controller Standard Contractual Clauses for this purpose.
Explanatory Note: Data
1. The data that We collect with regards to our supply partners (including their staff members, agents, representatives and other individuals) or which is generated by the supply partner’s presence on the Platform depends on: (a) the context of the business relationship and their interaction with Us; (b) the choices made by the supply partner; and (c) the products, services and features used; and may include personal data. Such data may include:
  1. the Content (including the Principal Requirements);
  2. contact details (including for relationship management or customer service);
  3. account data (e.g. for Marketplace);
  4. financial data (inc. tax identification numbers; request for payments/billing statements, virtual credit card data and invoices);
  5. company details (inc. any required for sanctions screening);
  6. transaction data (e.g. bookings);
  7. customer ratings/feedback;
  8. customer service information such as communications relating to complaints or insurance claims data;
  9. verification details;
  10. Law enforcement and tax authority or other regulatory requests;
  11. Fraud detection;
  12. Information on insolvencies; and
  13. Product performance or usage data and analytics (including pricing information).
  The supply partner can access data categories (a) to (g) via Marketplace (or a request thereon) (save that (f) is only available for future bookings within Marketplace). The supply partner has no access to data categories (h) to (m) above (save in the case of (h), only where we may escalate communications to you). The supply partner is not able to access such information following termination of our contractual relationship (save for during any post-termination services or via any individual’s data subject access requests in the case of personal data) or when the Marketplace account has been disabled/closed.
2. The data that We collect with regards to the Customers or which is generated by the Customer’s use of our Platforms depends on the context of the interaction with Us, the choices made by a Customer and the products, services and features used. Such data may include: booking details; payment data; name, e-mail address and telephone number (if provided by the customer); account data; customer service data; reviews; customer marketing and product usage data and analytics. The supply partner has access to the relevant booking details, contact details (where applicable for the services); customer service data (where necessary) and reviews through Marketplace or other communication channels.
3. We have access to the data mentioned above (explanatory notes 1 and 2) for at least the following purposes: registration and account administration, to forward bookings from consumers to supply partners, customer service, 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. We may share your data with affiliates, group companies and other third parties (such as financial institutions, competent authorities and our service providers). The service provider may object against any data sharing by contacting [email protected].
4. More information on how We collect, use and share or otherwise processes (personal) data can be found in the Privacy and Cookie Statement for Marketplace Suppliers, the Privacy and Cookie Statement for Business Partners, as well as the Privacy Notice for customers, and each document may be updated from time to time.
Ratings and Reviews, Ranking and Ancillary Services
1. After receiving the Car Rental Services, the Customers will be prompted to provide a rating of You and such Car Rental Services provided, and, optionally, to provide a review, comment or feedback about You and such Car Rental Services (“Ratings and Reviews”).
2. We reserve the right to use, share and display the Ratings and Reviews in any manner We so choose, in connection with Our business, without Your approval and/or with or without attribution to You. You acknowledge that We are a distributor (without any obligation to verify) and not publishers of the Ratings and Reviews, provided that We reserve the right to edit and/or remove comments in the event that such comments include: i) obscenities or other objectional content, ii) any marketing or advertising material, iii) an individual’s name or other personal information, or iv) violate any privacy laws, other applicable laws or Our content policies.
Explanatory Note: Ranking
1. We aim at displaying search results that are relevant for each specific Customer, by providing a personalised default ranking of Car Rental Services on Our Platforms. Customers can scroll through this default ranking, use filters and sort by alternative ranking orders and thus have the ability to influence the presentation of search results to receive a ranking order based on other criteria. We use multiple algorithms/rules to produce default ranking results, which is a constantly evolving process.
2. We have identified the following parameters to be most closely correlated with a Customer finding a suitable Car Rental Service together with ensuring that Our platform service remains competitive but profitable and thus prioritises such parameters in the ranking/algorithm (main parameters): services within the parameters of the Customer’s search, vehicle specifications, vehicle category (e.g. compact), customer ratings, (competitive) pricing and margin (i.e. the commission paid by the supply partner or the profit earned on the booking). Other commercial benefits to Us (e.g. through commercial arrangements with the supply partner or through strategic partners) may also impact the default ranking.
3. The supply partner may also influence its ranking by participating in certain programs – that may be updated from time to time – such as the genius program, promotional deals. No additional commission is required to access current programme terms.
Explanatory Note: Ancillary servicesOn Our Platforms We may offer, or a third party may offer, damage excess refund car rental insurance as an ancillary service in addition to the Car Rental Services You provide. Such insurance may provide refund cover to the customer for loss of or damage and theft excess charges to the rental vehicle, amongst other things, and provide a refund to the customer in the event of a valid claim. The exact terms of insurance will depend upon the customer’s country of origin and the pickup destination of the rental vehicle. We do not currently allow supply partners to sell their own car rental insurance products via our Platforms.
Force Majeure
1. Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances, the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for three (3) months, the party not affected may terminate this Agreement by giving seven (7) days’ written notice to the affected party.
Governing Law and Jurisdiction and Disputes
1. The validity, construction and performance of this Agreement and all non-contractual obligations (if any) arising from or connected with this Agreement shall be governed by English Law.
2. All disputes, claims or proceedings (including non-contractual disputes or claims) between the Parties arising under or in connection with this Agreement, including relating to its validity, construction or performance, shall be subject to the exclusive jurisdiction of the English Courts to which the Parties hereto irrevocably submit.
3. We have an internal complaint handling system in place. You may access such internal complaint handling system by sending details of Your complaint to the following e-mail address: [email protected]. When submitting Your complaint, please include the following information in order for Us to deal swiftly with Your complaint: (i) full details of Your complaint, including whether You have raised this issue before and to which locations it relates (if applicable); (ii) Your preferred resolution/outcome relating to the complaint; and (iii) attach any supporting documents relating to the complaint. The complaint shall be reviewed and investigated in line with Our internal guidelines, including necessary escalation where required. We may contact You to discuss Your complaint. You shall be provided with written responses relating to Your complaint (including its resolution/closure) and with updates during the process, as appropriate. Further information on access to and functioning of the internal complaint system may be provided to You from time to time either via Marketplace or by e-mail.
4. In the event of any disputes arising between the Parties, including any that could not be resolved through the internal complaint handling system, the Parties shall make good faith efforts to amicably settle such disputes prior to commencing legal proceedings.
5. In addition, if You have such rights under Regulation (EU) 2019/1150 on promoting fairness and transparency for business users of online intermediation services (“P2B Regulation”), then:
  1. If any dispute arises in connection with this Agreement, We prefer to first try to resolve the dispute through the internal complaint’s procedure set out at clause 18.3;
  2. At any stage during the dispute or if the dispute is not resolved through the internal complaint’s procedure, then the dispute may be referred by either party for mediation to any (panel) mediator from the Centre for Effective Dispute Resolution (“CEDR”), London. Further information can be obtained by visiting: https://www.cedr.com/p2bmediation
  3. Notwithstanding the voluntary nature of the mediation, the parties shall engage in good faith throughout the mediation and shall do so in accordance with the CEDR Model Mediation Procedure (unless otherwise agreed between the Parties, and any mediator (as applicable));
  4. To initiate the mediation a party must give notice in writing (‘ADR Notice’) to the other party, referring the dispute to mediation. A copy of the referral should be sent to CEDR;
  5. Unless otherwise agreed between the parties within 14 days from the date of the ADR Notice, the mediator will be nominated by CEDR;
  6. The mediation shall take place in English (in accordance with the language of the Agreement as set out in clause 18.6);
  7. The mediation shall take place remotely with the use of communication technologies;
  8. We shall bear a reasonable proportion of the total cost of the mediation. Such reasonable proportion shall be 50% of the total costs of mediation. The parties may agree on a different cost allocation, which may be based on a suggestion by the mediator;
  9. The parties shall sign a mediation agreement at the start of the mediation. The mediator shall propose the wording of the mediation agreement;
  10. The commencement of mediation will not prevent the parties commencing or continuing court proceedings.
6. The original language of this Agreement is English. If this Agreement is translated into any language other than English, the English language version of this Agreement will prevail to the extent of any conflict.
7. Any plain English summary version provided is for reference purposes only and shall be non-binding.

SCHEDULE

Service Levels and Procedures

Quality Standards

In this Schedule:

“Customer Survey Score” means a post-rental survey score provided by Our Customers;

“Location” means any individual location from which Car Rental Services are performed; and

“NPS Score” means the Net Promoter Score.

You shall ensure that, based upon the data held by Us:
1. Your NPS Score measured in any Location governed by this Agreement, within any given 4 week period, does not fall into: (i) the bottom 25% of all supply partners of the Agent in the same Location; and/or (ii) the bottom 10% of all supply partners of the Agent globally; and/or
2. Your Customer Survey Score measured in any Location governed by this Agreement, within any given 4 week period, does not fall into: (i) the bottom 25% of all supply partners of the Agent in the same Location; and/or (ii) the bottom 10% of all supply partners of the Agent globally.
Each of paragraph 1.1(a) and 1.1(b) form separate and distinct quality standards but may be reviewed/determined individually and/or collectively and/or in any combination thereof.

Appendix 1

ANNEX A to the SCCs

DATA PROCESSING PRINCIPLES

Purpose limitation: Personal data may be processed and subsequently used or further communicated only for purposes described in Annex B or subsequently authorised by the data subject.
Data quality and proportionality: Personal data must be accurate and, where necessary, kept up to date. The personal data must be adequate, relevant and not excessive in relation to the purposes for which they are transferred and further processed.
Transparency: Data subjects must be provided with information necessary to ensure fair processing (such as information about the purposes of processing and about the transfer), unless such information has already been given by the data exporter.
Security and confidentiality: Technical and organisational security measures must be taken by the data controller that are appropriate to the risks, such as against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, presented by the processing. Any person acting under the authority of the data controller, including a processor, must not process the data except on instructions from the data controller.
Rights of access, rectification, deletion and objection: As provided in Article 12 of Directive 95/46/EC, data subjects must, whether directly or via a third party, be provided with the personal information about them that an organisation holds, except for requests which are manifestly abusive, based on unreasonable intervals or their number or repetitive or systematic nature, or for which access need not be granted under the law of the country of the data exporter. Provided that the authority has given its prior approval, access need also not be granted when doing so would be likely to seriously harm the interests of the data importer or other organisations dealing with the data importer and such interests are not overridden by the interests for fundamental rights and freedoms of the data subject. The sources of the personal data need not be identified when this is not possible by reasonable efforts, or where the rights of persons other than the individual would be violated. Data subjects must be able to have the personal information about them rectified, amended, or deleted where it is inaccurate or processed against these principles. If there are compelling grounds to doubt the legitimacy of the request, the organisation may require further justifications before proceeding to rectification, amendment or deletion. Notification of any rectification, amendment or deletion to third parties to whom the data have been disclosed need not be made when this involves a disproportionate effort. A data subject must also be able to object to the processing of the personal data relating to him if there are compelling legitimate grounds relating to his particular situation. The burden of proof for any refusal rests on the data importer, and the data subject may always challenge a refusal before the authority.
Sensitive data: The data importer shall take such additional measures (e.g. relating to security) as are necessary to protect such sensitive data in accordance with its obligations under clause II.
Data used for marketing purposes: Where data are processed for the purposes of direct marketing, effective procedures should exist allowing the data subject at any time to “opt-out” from having his data used for such purposes.
Automated decisions: For purposes hereof “automated decision” shall mean a decision by the data exporter or the data importer which produces legal effects concerning a data subject or significantly affects a data subject and which is based solely on automated processing of personal data intended to evaluate certain personal aspects relating to him, such as his performance at work, creditworthiness, reliability, conduct, etc. The data importer shall not make any automated decisions concerning data subjects, except when:
1. 1. such decisions are made by the data importer in entering into or performing a contract with the data subject, and
  2. the data subject is given an opportunity to discuss the results of a relevant automated decision with a representative of the parties making such decision or otherwise to make representations to that parties.
or
1. where otherwise provided by the law of the data exporter.

Appendix 2

ANNEX B to the SCCs

DESCRIPTION OF THE TRANSFER

Data subjects

The personal data transferred concern the following categories of data subjects:

Customers.

Purposes of the transfer(s)

The transfer is made for the following purposes:

The data exporter is in the business of online ground transportation reservations with various suppliers, and shall transfer Personal Data for the purposes of:

fulfilling a contract with the customer for purchase of car rental and related services, including but not limited to customer service assistance and reporting.

Categories of data

The personal data transferred concern the following categories of data:

First name and last name;
Email address (where applicable);
Telephone number (where applicable, and to the extent provided by the Customer);
Pick up location, date and time;
Drop off location, date and time;
Booking reference number;
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 data importer by the data exporter in connection with the purposes of the transfer.

Recipients

The personal data transferred may be disclosed only to the following recipients or categories of recipients:

Employees, agents, suppliers and sub-contractors of the data importer.

Sensitive data

The personal data transferred concern the following categories of sensitive data:

Passport details for Frictionless and/or Pre-registration bookings;
Driving Licence details and endorsements for Frictionless and/or Pre-registration bookings.

Sensitive data and/or special categories of data may also be contained in the content of or attachments to customer service related emails.

Data protection registration information of data exporter (where applicable)

The Data Exporter’s data protection registration number is the following: Z8854207

Additional useful information (storage limits and other relevant information)

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.

Contact points for data protection enquiries

Data importer: to be provided to the Data exporter on sign-up

Data exporter: [email protected]

Appendix 3

(Annex B to the Controller Standard Contractual Clauses, where relevant)

Data subjects

The personal data transferred concern the following categories of data subjects:

Customers.

Purposes of the transfer(s)

The transfer is made for the following purpose:

The data exporter is in the business of providing car rental services and shall transfer Personal Data to the data importer for purposes of fulfilling a contract with customers for purchase of car rental and related services including but not limited to customer service assistance and reporting.

Categories of data

The personal data transferred concern the following categories of data:

First name and last name;
Email address (where applicable);
Personal data within email and messaging content which identifies, or may reasonably be used to identify, data subjects;
Personal data within customer claims correspondence and/or documentation;
Information contained in the rental agreement or invoices which could reasonably identify a data subject;
Any other data that would constitute personal data provided to the data importer by the data exporter in connection with the purposes of the transfer.

Recipients

The personal data transferred may be disclosed only to the following recipients or categories of recipients:

Employees, agents, suppliers and sub-contractors of the data importer.

Sensitive data (if appropriate)

The personal data transferred concern 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.

Data protection registration information of data exporter (where applicable)

The Data Exporter’s data protection registration number is the following: To be provided to the Data importer on sign-up.

Additional useful information (storage limits and other relevant information)

Contact points for data protection enquiries

Data importer: [email protected]

Data exporter: to be provided to the Data importer on sign-up

Appendix 4

Standard contractual clauses for the transfer of personal data from the Community to third countries (controller to controller transfers)

Definitions

For the purposes of the clauses:

‘personal data’, ‘special categories of data/sensitive data’, ‘process/processing’, ‘controller’, ‘processor’, ‘data subject’ and ‘supervisory authority/authority’ shall have the same meaning as in Directive 95/46/EC of 24 October 1995 (whereby ‘the authority’ shall mean the competent data protection authority in the territory in which the data exporter is established);
‘the data exporter’ shall mean the controller who transfers the personal data;
‘the data importer’ shall mean the controller who agrees to receive from the data exporter personal data for further processing in accordance with the terms of these clauses and who is not subject to a third country’s system ensuring adequate protection;
‘clauses’ shall mean these contractual clauses, which are a free-standing document that does not incorporate commercial business terms established by the parties under separate commercial arrangements

The details of the transfer (as well as the personal data covered) are specified in Annex B, which forms an integral part of the clauses.

Obligations of the data exporterThe data exporter warrants and undertakes that:
1. The personal data have been collected, processed and transferred in accordance with the laws applicable to the data exporter.
2. It has used reasonable efforts to determine that the data importer is able to satisfy its legal obligations under these clauses.
3. It will provide the data importer, when so requested, with copies of relevant data protection laws or references to them (where relevant, and not including legal advice) of the country in which the data exporter is established.
4. It will respond to enquiries from data subjects and the authority concerning processing of the personal data by the data importer, unless the parties have agreed that the data importer will so respond, in which case the data exporter will still respond to the extent reasonably possible and with the information reasonably available to it if the data importer is unwilling or unable to respond. Responses will be made within a reasonable time.
5. It will make available, upon request, a copy of the clauses to data subjects who are third party beneficiaries under clause III, unless the clauses contain confidential information, in which case it may remove such information. Where information is removed, the data exporter shall inform data subjects in writing of the reason for removal and of their right to draw the removal to the attention of the authority. However, the data exporter shall abide by a decision of the authority regarding access to the full text of the clauses by data subjects, as long as data subjects have agreed to respect the confidentiality of the confidential information removed. The data exporter shall also provide a copy of the clauses to the authority where required.
Obligations of the data importerThe data importer warrants and undertakes that:
1. It will have in place appropriate technical and organisational measures to protect the personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, and which provide a level of security appropriate to the risk represented by the processing and the nature of the data to be protected.
2. It will have in place procedures so that any third party it authorises to have access to the personal data, including processors, will respect and maintain the confidentiality and security of the personal data. Any person acting under the authority of the data importer, including a data processor, shall be obligated to process the personal data only on instructions from the data importer. This provision does not apply to persons authorised or required by law or regulation to have access to the personal data.
3. It has no reason to believe, at the time of entering into these clauses, in the existence of any local laws that would have a substantial adverse effect on the guarantees provided for under these clauses, and it will inform the data exporter (which will pass such notification on to the authority where required) if it becomes aware of any such laws.
4. It will process the personal data for purposes described in Annex B, and has the legal authority to give the warranties and fulfil the undertakings set out in these clauses.
5. It will identify to the data exporter a contact point within its organisation authorised to respond to enquiries concerning processing of the personal data, and will cooperate in good faith with the data exporter, the data subject and the authority concerning all such enquiries within a reasonable time. In case of legal dissolution of the data exporter, or if the parties have so agreed, the data importer will assume responsibility for compliance with the provisions of clause I(e).
6. At the request of the data exporter, it will provide the data exporter with evidence of financial resources sufficient to fulfil its responsibilities under clause III (which may include insurance coverage).
7. Upon reasonable request of the data exporter, it will submit its data processing facilities, data files and documentation needed for processing to reviewing, auditing and/or certifying by the data exporter (or any independent or impartial inspection agents or auditors, selected by the data exporter and not reasonably objected to by the data importer) to ascertain compliance with the warranties and undertakings in these clauses, with reasonable notice and during regular business hours. The request will be subject to any necessary consent or approval from a regulatory or supervisory authority within the country of the data importer, which consent or approval the data importer will attempt to obtain in a timely fashion.
8. It will process the personal data, at its option, in accordance with:
  1. the data protection laws of the country in which the data exporter is established, or
  2. the relevant provisions of any Commission decision pursuant to Article 25(6) of Directive 95/46/EC, where the data importer complies with the relevant provisions of such an authorisation or decision and is based in a country to which such an authorisation or decision pertains, but is not covered by such authorisation or decision for the purposes of the transfer(s) of the personal data, or
  3. the data processing principles set forth in Annex A.
  Data importer to indicate which option it selects: iii
9. It will not disclose or transfer the personal data to a third party data controller located outside the European Economic Area (EEA) unless it notifies the data exporter about the transfer and
  1. the third party data controller processes the personal data in accordance with a Commission decision finding that a third country provides adequate protection, or
  2. the third party data controller becomes a signatory to these clauses or another data transfer agreement approved by a competent authority in the EU, or
  3. data subjects have been given the opportunity to object, after having been informed of the purposes of the transfer, the categories of recipients and the fact that the countries to which data is exported may have different data protection standards, or
  4. with regard to onward transfers of sensitive data, data subjects have given their unambiguous consent to the onward transfer
Liability and third party rights
1. Each party shall be liable to the other parties for damages it causes by any breach of these clauses. Liability as between the parties is limited to actual damage suffered. Punitive damages (i.e. damages intended to punish a party for its outrageous conduct) are specifically excluded. Each party shall be liable to data subjects for damages it causes by any breach of third party rights under these clauses. This does not affect the liability of the data exporter under its data protection law.
2. The parties agree that a data subject shall have the right to enforce as a third party beneficiary this clause and clauses I(b), I(d), I(e), II(a), II(c), II(d), II(e), II(h), II(i), III(a), V, VI(d) and VII against the data importer or the data exporter, for their respective breach of their contractual obligations, with regard to his personal data, and accept jurisdiction for this purpose in the data exporter’s country of establishment. In cases involving allegations of breach by the data importer, the data subject must first request the data exporter to take appropriate action to enforce his rights against the data importer; if the data exporter does not take such action within a reasonable period (which under normal circumstances would be one month), the data subject may then enforce his rights against the data importer directly. A data subject is entitled to proceed directly against a data exporter that has failed to use reasonable efforts to determine that the data importer is able to satisfy its legal obligations under these clauses (the data exporter shall have the burden to prove that it took reasonable efforts).
3. Each party shall perform its obligations under these clauses at its own cost.
Law applicable to the clausesThese clauses shall be governed by the law of the country in which the data exporter is established, with the exception of the laws and regulations relating to processing of the personal data by the data importer under clause II(h), which shall apply only if so selected by the data importer under that clause.
Resolution of disputes with data subjects or the authority
1. In the event of a dispute or claim brought by a data subject or the authority concerning the processing of the personal data against either or both of the parties, the parties will inform each other about any such disputes or claims, and will cooperate with a view to settling them amicably in a timely fashion.
2. The parties agree to respond to any generally available non-binding mediation procedure initiated by a data subject or by the authority. If they do participate in the proceedings, the parties may elect to do so remotely (such as by telephone or other electronic means). The parties also agree to consider participating in any other arbitration, mediation or other dispute resolution proceedings developed for data protection disputes.
3. Each party shall abide by a decision of a competent court of the data exporter’s country of establishment or of the authority which is final and against which no further appeal is possible.
Termination
1. In the event that the data importer is in breach of its obligations under these clauses, then the data exporter may temporarily suspend the transfer of personal data to the data importer until the breach is repaired or the contract is terminated.
2. In the event that:
  1. the transfer of personal data to the data importer has been temporarily suspended by the data exporter for longer than one month pursuant to paragraph (a);
  2. compliance by the data importer with these clauses would put it in breach of its legal or regulatory obligations in the country of import;
  3. the data importer is in substantial or persistent breach of any warranties or undertakings given by it under these clauses;
  4. a final decision against which no further appeal is possible of a competent court of the data exporter’s country of establishment or of the authority rules that there has been a breach of the clauses by the data importer or the data exporter; or
  5. a petition is presented for the administration or winding up of the data importer, whether in its personal or business capacity, which petition is not dismissed within the applicable period for such dismissal under applicable law; a winding up order is made; a receiver is appointed over any of its assets; a trustee in bankruptcy is appointed, if the data importer is an individual; a company voluntary arrangement is commenced by it; or any equivalent event in any jurisdiction occurs then the data exporter, without prejudice to any other rights which it may have against the data importer, shall be entitled to terminate these clauses, in which case the authority shall be informed where required. In cases covered by (i), (ii), or (iv) above the data importer may also terminate these clauses.
3. Either party may terminate these clauses if (i) any Commission positive adequacy decision under Article 25(6) of Directive 95/46/EC (or any superseding text) is issued in relation to the country (or a sector thereof) to which the data is transferred and processed by the data importer, or (ii) Directive 95/46/EC (or any superseding text) becomes directly applicable in such country.
4. The parties agree that the termination of these clauses at any time, in any circumstances and for whatever reason (except for termination under clause VI(c)) does not exempt them from the obligations and/or conditions under the clauses as regards the processing of the personal data transferred.
5. In the event of termination of these clauses, the data importer must return all personal data and all copies of the personal data subject to these clauses to the data exporter forthwith or, at the data exporter’s choice, will destroy all copies of the same and certify to the data exporter that it has done so, unless the data importer is prevented by its national law or local regulator from destroying or returning all or part of such data, in which event the data will be kept confidential and will not be actively processed for any purpose. The data importer agrees that, if so requested by the data exporter, it will allow the data exporter, or an inspection agent selected by the data exporter and not reasonably objected to by the data importer, access to its establishment to verify that this has been done, with reasonable notice and during business hours.
Variation of these clausesThe parties may not modify these clauses except to update any information in Annex B, in which case they will inform the authority where required. This does not preclude the parties from adding additional commercial clauses where required.
Description of the TransferThe details of the transfer and of the personal data are specified in Annex B. The parties agree that Annex B may contain confidential business information which they will not disclose to third parties, except as required by law or in response to a competent regulatory or government agency, or as required under clause I(e). The parties may execute additional annexes to cover additional transfers, which will be submitted to the authority where required. Annex B may, in the alternative, be drafted to cover multiple transfers.