EXPLANATORY GUIDANCE NOTE FOR NEW AGREEMENT TERMS
PLEASE NOTE THIS GUIDANCE NOTE IS INTENDED AS A HELPFUL RESOURCE AND GUIDE, IT IS NOT A SUBSTITUTION FOR YOU READING THE FULL AGREEMENT TERMS NOR IS IT LEGAL ADVICE. PLEASE READ THE DOCUMENTS THOROUGHLY AND TAKE YOUR OWN LEGAL ADVICE IF REQUIRED.
SUMMARY
We set out below in this explanatory guidance note what our new Booking.com Taxi Agreement terms and conditions are all about.
Our goal of this update is to:
- Make it easier to use and navigate our Agreement, so we have split it into 3 parts:
- Contract Front Sheet containing our key commercial terms;
- the General T&Cs covering our governing legal terms and conditions; and
- the Partner Operating Document containing our key operating requirements and the expected service levels.
- Use an adaptable one contract for all Partner and Booking types.
- Reflect operating realities on how we already work with you.
- Align with new and upcoming legislation (e.g. UK Data protection, Tax legislation, the Digital Markets Act and the Digital Services Act).
We set out further details of the changes below.
PLEASE NOTE THIS GUIDANCE NOTE IS INTENDED AS A HELPFUL RESOURCE AND GUIDE, IT IS NOT A SUBSTITUTION FOR YOU READING THE FULL AGREEMENT TERMS NOR IS IT LEGAL ADVICE. PLEASE READ THE DOCUMENTS THOROUGHLY AND TAKE YOUR OWN LEGAL ADVICE IF REQUIRED.
CONTRACT FRONT SHEET
These pages introduce our Agreement terms and set out the following:
- Partner Details: your legal name, tax numbers, business registration details and the email address you would like us to use to send you formal notices. Please ensure you check these details have been reflected correctly on your Docusign version.
- Booking.com Details: sets out our formal company details. Please note we have recently changed our company registered address to our brand new offices in Manchester (we hope you get to visit one day!). We also have changed our email address for notices so that you can raise a ticket via the Partner Help Centre contact form in order to send us a formal email notification.
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Contract Details:
- Effective Date: this will be the date you sign the Agreement. This is the date these new terms will be in force from.
- Initial Term: good news! We would like to sign up with you for the fixed initial term that is reflected in your Contract Front Sheet. After this time period, the Agreement will continue to roll, but we wanted to give you some comfort that we want to continue working with you for at least this minimum period (unless, of course, something goes badly wrong!).
- Termination for convenience: this sets out the notice requirements needed if either of us wanted to exit the Agreement after the Initial Term for no particular stated reason. We have kept this the same as our current Agreement with you.
- Territory: we realised in our current Agreement we didn’t really say a lot about territories of operation, and we would really like to set this out clearly what the expectations are. Basically, if you want to expand your territory or amend your areas of operation, please let us know and we can discuss the process with you.
- Exclusivity: we wanted to make clear neither of us are tied into just working solely with each other, you are completely welcome to work with other online travel agents like us, and we are completely welcome to work with other partners like you.
- Partner Services: we wanted here to make clear whether you are a direct local supplier managing your own fleet, or are you a platform aggregator and instead you connect us with direct local fleets, or maybe you do a bit of both! Please pick the right choice to represent how you operate.
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Commercial Details:
- Pricing, Commission, Commission Model: we have moved the explanation of how the pricing and Commission model works upfront as before in our previous Agreement terms it was a little bit hidden at the back. We are not changing how anything already works in practice with you here, we just want to make it very clear to you how things are calculated. Please review and remind yourself of these terms. We also want to remind you to take notice of your obligation to remit Taxes over the Retail Rate, as per the End Selling Price Report. If you yourself are not paying those Taxes and instead your Driver or End Fleets are, please make sure you are set up to share those End Selling Price Reports to those parties. We want to make sure we are all working in compliance with tax legislation and appreciate your cooperation in this.
- Payment terms: this sets out the cadence in which we have agreed to raise the request for payment (RFP) on your behalf, and our obligation to pay you that amount (as long as it is not in dispute) within 14 days of the RFP. This should be the same as how we already work with you now, please review to check the payment cadence written is correct.
- Agreed Currency: we have already agreed a main payout currency with you, we will reflect this here. Please check this is accurate and in line with how we currently work with you. Note, where you operate across multiple countries we may have already agreed some extra additional currencies with you, we haven’t noted these here in case the list is too long, but these should be as we have already set up and agreed with you.
- Volume rebate: if we are tracking what volume rebate you owe us based on volume of Completed Journeys for 2023, the tiers and equivalent volumes will be reflected here. Please check this reflects our latest agreement on Volume Rebates with you, which might have been in back in 2022. If we are not tracking this with you for 2023, then this section just notes that we will review this on an annual basis and agree as and when we might start doing this and the applicable tier volumes.
- Service Levels and Cost Recoveries: this is just a reminder to comply with our Service Levels, which will be familiar to you already. Note: we have renamed “Administrative Charges” as we felt this did not accurately reflect what these are. Instead, these are now called “Cost Recoveries”, they work in the exact same way, however, we just wanted to make it clear these are intended to be compensatory for losses caused when a Service Level is breached (as we will have likely had to pay out compensation or refunds to customers), rather than a ‘charge’ or a ‘penalty’.
Please sign the Contract Front Sheet to confirm that not only you agree with the terms we have detailed above, but also that you have read and agree to the terms set out in the ‘General T&Cs’ and the ‘Partner Operating Document’. Further, we ask you (at 1.4 before your signature), to self-certify that you comply with all applicable laws when you carry out your obligations under our Agreement. We are asking you to make this self-certification as it is a requirement of the Digital Services Act (and we want you to comply with laws, of course!).
GENERAL T&CS
As you know, general terms and conditions can be a little bit long to read, so we encourage you to take time to read through these yourself in detail as it is a little hard for us to summarise these all without also making this guidance note very long for you!
Generally, although they look like they’re a bit different as in a new format, we don’t think they don’t hugely differ from what we already have in our current Agreement terms with you.
Here’s some things of note:
| Reference | Topic | Comment |
| 3 | The Services |
This clause explains the services and responsibilities we have, for example, in Clause 3.4 we list out important things we need you to do (like, comply with our Booking.com Policies, meet our technical requirements if you want to connect to our Partner API, not damage our reputation, ensure that Vehicles used are properly taxed and insured, etc). It also clarifies the relationship between us, you, and the Customer, in that, you authorise us to act as your agent to conclude contracts with Customers on your behalf to provide them with the taxi services. If you are a Platform Aggregator we also recognise that, in turn, you may also be acting as an agent on behalf of your Drivers and/or End Fleets. We have also clarified here that we may also market the taxi services via our forward distribution partnerships with Affiliate Partners. |
| 4 | Related Parties | We know that sometimes you use other Drivers not employed by your business to provide the services or End Fleets. This clause reiterates our expectations of those Related Parties and how you onboard them to service Booking.com Customer bookings. For example, if you are onboarding a new Driver or subcontracted fleet, you should be checking they’re properly licensed and insured. |
| 6 | Warranties | This clause sets out the warranties we mutually give to each other, but also important things we expect from you. |
| 7 | Price and Payment obligations |
This clause explains further how payments work. This hasn’t changed much from what we have already, mainly we have just clarified the following: (i) what happens on termination to a Volume Rebate, i.e. we will pro rata it based on volume up to the termination (ii) on a Customer No Show this will be dealt with as if it were a completed journey and you will be paid for that ride (iii) if we are late in paying you, what action should be taken and what rate of default interest applies |
| 8 | Invoicing and Tax | We have simplified our wording in the tax clauses to ensure you are clear on how we work. |
| 9 | Refunded Amounts, Chargebacks and Set-off | These clauses just reflect how we already work, for example, if a Customer makes a complaint or claim and we make a payment to them for this issue, we can settle this back from you (where you have caused the issue). Chargebacks also follow this logic. We will deduct these off the Net Amount owed to you through our set-off right. |
| 10 | Foreign exchange and Partner Bank Account |
We clarify here that we pick the exchange rate and we are responsible for the associated foreign exchange cost. This clause also covers our expectations surrounding your bank account, we need you to provide accurate details and you need to pass some of our compliance/anti-money laundering checks to add new bank account details (e.g. proving the legal entity we work with owns the bank account). If you need to change your bank account details, you need to give us time to run those checks and make the changes, please raise a request through the Partner Help Centre contact form at least 10 days before you want the change to be made. |
| 11 | Fraudulent or illegal transactions or activities | Unfortunately, we sometimes experience fraudulent transactions and so this clause sets out what happens in those situations or where we suspect fraudulent activity. For example, we might need to claim some money back or suspend you from our platform. |
| 12 | Intellectual Property | This clause sets out who owns what intellectual property and provides us with a licence to use intellectual property (if any) is provided to us by you (and vice versa). Note, we do not want you to use our Booking.com name or logo in any advertising or publicity unless you get our consent before doing so. So please have a word with us if you are planning on using our logo to check this is ok. However, we do need to sometimes use your name and/or logo on our Platform and in marketing that we do to sell the services and we don’t want to have to come ask permission each time. |
| 15 | Personnel | This clause acknowledges that we don’t expect there to be any transfer of your Personnel under employment transfer legislation, but in the unlikely event there ever was, that you would be liable for covering your Personnel’s salaries. |
| 16 | Ratings and Reviews |
This is a clause detailing how we ask Customers for ratings post-Journey and what we might have to remove from a review (e.g. obscenities). Please note we have a new Booking.com Content Policy to comply with our obligations under the Digital Services Act and this also covers content of reviews, so we have added a reference to this policy in the clause. The clause also acknowledges that, as you know, where you have a rating that falls below our expected minimum, we expect that you make efforts to improve this or we might have to terminate, suspend or restrict your Bookings. |
| 17 | Confidentiality and publicity | Our standard confidentiality provision. Note, we also ask in this clause that you do not issue any press release or announcement about our Agreement unless you have our prior consent. We are allowed to issue press releases about our relationship. |
| 18 | Liability and indemnity |
Our standard liability position. This details what liability is capped (at the total Commission within the previous 12 months, or £10,000, whichever is the bigger amount). It also details what liability falls out of the scope of this cap and will be unlimited or completely excluded. For example, we cannot claim from each other a loss of anticipated profit which was not directly caused by the other party, this is completely excluded. We also, as we are acting as your agent, do not take liability responsibility for things your Drivers or End Fleets do that cause Customers loss on their Journey (e.g. personal injury in a car accident). You will be responsible for this. Similarly, the clause also sets out the indemnity you will provide us if we suffer a particular listed loss. For example, if we end up being sued by the Customer for their personal injury one of your Drivers has caused in a car accident, we might (because we are the first level of customer support) agree compensation and a refund with the Customer concerning this, but then will need to claim that money back from you as you will be ultimately responsible. You will then need to organise how you cover that amount (e.g. through the Driver’s insurance). |
| 19 | Insurance | We expect that you have (and you check and ensure your Drivers / End Fleets have) all necessary and valid insurances you need to operate and you are able to evidence this if we ask. |
| 20 | Term, termination suspension and restriction |
This clause sets out termination rights of both parties and what notice requirements there are for those termination reasons. For example, for a material breach (and we list in the clause some examples of what they may be), or where there’s been a change in law which means it's no longer commercially reasonable for a party to continue to carry out the agreement. We have also added a right that where you have undergone a change in Control of your business (i.e. who your business is owned by), we might have to terminate. This is because we have onboarding checks on who we work with, and in the unlikely event a new owning party fails these checks (for example, they are established in a country we cannot work with because of legal sanctions), then we must be able to terminate. The clause also sets out our standard suspension and restriction rights, for example, where you have materially failed on quality we might want to reallocate some of your future bookings to another partner or reduce your capacity or scope until you can show improvement. |
| 21 | Consequences of Termination | This clause explains what happens on termination of the Agreement. We may ask you for a short period to undertake some post-termination Bookings, or we may decide to suspend immediately and reallocate those Bookings. |
| 22 / 23 | Partner complaint handling and dispute resolution | Here we set out how you can raise a complaint and how the complaints will be managed, resolved and, where necessary, escalated. |
| 24 | Record keeping and audits | It’s really important to us (especially due to new legislation like DAC7 and Digital Services Act) that we have correct records and information from our Partners. This clause sets out what information we may need from you and asks you to keep your own accurate books and records. It also provides us an ability to ask you to see those records where we might need to do an audit on them. |
| 25 | General |
These are the very standard what we call ‘boilerplate’ clauses at the end of an Agreement, that the lawyers love to see! A few of changes to draw your attention to:
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| Appendix |
Booking.com Data Protection and Booking.com Security Requirement |
These pages set out all the important requirements around data. This includes how you should handle personal data of Booking.com Customers and expectations on how your data security systems protect data. |
| Appendix | Booking.com Compliance Requirements | This page sets out all the most important compliance laws and regulations we need you to comply with. For example, anti-bribery laws, modern slavery, economic sanctions and anti-money laundering. |
PLEASE NOTE THIS GUIDANCE NOTE IS INTENDED AS A HELPFUL RESOURCE AND GUIDE, IT IS NOT A SUBSTITUTION FOR YOU READING THE FULL AGREEMENT TERMS NOR IS IT LEGAL ADVICE. PLEASE READ THE DOCUMENTS THOROUGHLY AND TAKE YOUR OWN LEGAL ADVICE IF REQUIRED.
PARTNER OPERATING DOCUMENT
We appreciated that in your last contract the schedules at the back could be a bit confusing and long. We have simplified all of our operating procedures and Service Levels now into a clearer, easier to use document here.
- ‘Administrative Charges’ are now called ‘Cost Recoveries’
We have renamed ‘Administrative Charges’ to ‘Cost Recoveries’. They work in exactly the same way but we just think this is more reflective of what the cost is in practice - i.e. to cover the compensation we may have to provide to the Customer for a particular Incident.
- General operating procedures
The topics in this section will be very familiar for you, but we have reordered and simplified these so they make a bit more sense. So, for example, we start with Pick-up Availability, then Acceptance of a Booking, amendments, Extras, Driver and Vehicle Assignment, Customer Journey Tracking, Driver Events, On-time Arrival etc. Essentially dealing with each step of the process of a Journey in a chronological manner.
There’s not too much we have changed here, it’s mainly about clarity and reflecting how we were already operating with you.
A few small areas of change are the following:
- Partner API connected Acceptance Service Level: this we previously had as 15 minutes. We didn’t think this made much sense as it’s the Booking system sending an automated response within a matter of milliseconds, so we have aligned it to this with the acceptance needing to be within 10 seconds.
- Amendments requested by Customers: we have reflected here the operating reality that if a Customer is in the Journey and asks the Driver for an amendment, then your Driver will need to deal with that in the moment, without having to contact us. BUT if the Customer contacts you directly before the Journey asking for an amendment, we ask that you direct them to our customer services team so we can make that amendment and adjust charges accordingly.
- Driver and Vehicle Assignment: We really want the Customer to have a good experience and we have seen that where a Driver is not assigned it often results in a Driver No Show or other issues. It will become more important for you to ensure you assign a Driver within the Service Level, this is because we are planning to monitor where a Driver is not assigned and we may assume the Booking will be a late notice Partner Decline and proactively look to reallocate the Booking to a Recovery Ride partner (once we turn on this capability).
- Customer Journey Tracking: we noticed we didn’t really explain in this section before what the expectations are when a Customer’s flight is diverted. If you can service the Booking from the new arrival location, then fantastic, if not, we ask you to let us know ASAP. If the flight is diverted closer to the pickup time than the lead time, and you are then unable to fulfil, don’t worry, let us know and we will treat as a Customer No Show and pay you as if it were a Completed Journey.
- On-time arrival Service Levels: these reflect the new Service Levels we rolled out this year before peak.
- Correct service provision Service Levels: these reflect the new Service Levels we rolled out this year before peak. BUT we added one which in practice was being applied, but we forgot to put it in the table last time. This is where you attempt to ask a Customer to share a Vehicle with another Customer. Our service advertised to Customers is private taxis, so it is absolutely crucial that you do not do this. When this happens we don’t just have to give the Customer a refund, we usually have to pay for their alternative transport which is often a lot more expensive. Which is why the Cost Recovery is 150% if this happens.
- Genius programme: you are probably aware of our ‘Genius’ Customer loyalty programme, and if you’re not, you’re missing out! As we move into 2024 we are focussing more on Customer loyalty and what benefits we will offer to those returning Customers. We haven’t quite decided exactly how this looks for taxi, but we have put some wording in here to get us ready if we decide to work with you together on partner Genius offers.
- Cancellation Service Levels: these reflect the new Service Levels we rolled out this year before peak, we have just reformatted the table in a cleaner way. We have also clarified a ‘Booking.com Cancellation’ and split into two types depending on fault. It’s not often we ever have to use these rights, it’s usually when something has gone very wrong. For example, we may have to use the ‘fault’ option where there’s been fraudulent activity by a Partner, and the ‘no fault’ option if there’s some sort of crisis in that country meaning the services cannot be carried out.
- Changes to the Partner Operating Document
As we mentioned above in the General T&Cs, in line with our Booking.com ways of working we are moving to an Agreement that can be updated by us on notice to you. This includes changes to the Partner Operating Document. This enables us to be more flexible to make time sensitive amendments that are applicable to all, without the need of going through a big recontracting exercise like this and chasing you for signatures. Instead, we will provide at least 30 days notice to you of changes, and if you don’t like those changes, you will be free to exit our relationship and terminate.
- Booking.com Partner API connected Partners
If you are connected to us via the API, you may have seen some technical Service Levels in your previous Agreement. We have really simplified these onto this one page. The uptime metric and API endpoint response levels are the same or more favourable to you than what was in your previous Agreement.
We have also simplified expectations on incident management and scheduled outages / change management. If you experience an incident, please let us know within 30 minutes of it occurring. Also, if you’re going to schedule outages please take care to ensure these are reasonable in line with our suggestions in paragraph 4.2, we want to avoid lots of downtime, especially during peak trading periods.
- Near Demand and On-demand
If you don’t provide Near Demand (Lead Time of 30-120 minutes) or On-demand (Lead Time 0-30 minutes) you don’t need to read this page as it’s not relevant to you.
However, if we do agree with you to switch on these Booking options, then this page sets out how operating expectations are adjusted. For example, for an On-Demand service we wouldn’t expect you to have a minimum waiting period of 45 minutes as this is not operationally feasible for that kind of service.