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.
The purpose of this Explanatory Note is to clarify the recent updates we have made to Booking.com’s General T&Cs and Partner Operating Document that form part of our Ground Transportation Platform Services Agreement (“Agreement Terms”).
- Why are we making these changes to our Agreement Terms?
We are updating our Agreement Terms as part of our 2024 annual review of our Agreement Terms to make sure that we remain compliant with applicable laws and also how we would like to operate in practice, a summary of the key updates we have made are:
- updates to ensure compliance with the EU Digital Markets Act (“DMA”) and the Platform 2 Business Regulation (“P2B”);
- alignments with how we would like to launch and operate ‘Near Demand’ Bookings in the future; and
- minor edits to correct typos and additional clarity amendments,
To view a ‘tracked changes’ version showing the edits that have been made, please refer to Tracked changes - October 2024 Amendments - Partner Operating Document and Tracked changes - October 2024 Amendments - General T&Cs.
- What is changing in the Agreement Terms related to compliance with the DMA?
We updated the definition of ‘Acquired Customer’ to provide clarity as part of our efforts to comply with the DMA.
- What does the ‘Acquired Customer’ definition update mean in practice?
Our Agreement Terms have been amended so that they do not prevent you from soliciting, attracting, or persuading customers to contract directly with you, after they have been ‘acquired’ by you. We have reflected in the Agreement Terms that in accordance with the DMA, a customer is ‘acquired’ by you once: (i) you have entered into a contract to provide them with the Transportation Services; and (ii) you have remunerated Booking.com for facilitating such service.
To make it easier for you to understand when these conditions are met in practice, you can consider that a customer is “acquired” by you from the scheduled pick-up time of the booking they have paid for, essentially when the ride starts. Prior to the scheduled pick-up time, any contact with the customer should be limited to answering questions they have asked you or to communicate regarding pick-up location / directions. After you have ‘acquired’ the customer (i.e. after the scheduled pick-up time) you are free to contact customers directly regarding your services.
If a customer that you have previously acquired makes another booking with you, the customer is no longer considered “acquired” from the moment of that booking until the scheduled pick-up time of the new ride. This means that from the time of the new booking, your communications with the customer regarding the new booking should again be limited to answering questions they have, or providing pick-up location details.
- What is changing in the Agreement Terms related to compliance with P2B?
We updated the Jurisdiction clause of the contract so that for any Partners subject to P2B, P2B compliant mediation shall be used (via the Centre for Effective Dispute Resolution) which can be accessed via: https://www.cedr.com/p2bmediation. For everything else and all other Partners, our default preference is that the English courts are used.
- What does the Jurisdiction change mean in practice?
Please where you have a dispute always first use our internal complaints handling system and let’s try to resolve the dispute together prior to being referred to courts or mediation. However, in the event, going forward from the date these Agreement Terms become effective, if either of us feel that we want to refer the dispute to courts or mediation, then for P2B disputes our preference is to use CEDR mediation and for everything else use the English courts.
- What if I have already started taking steps to initiate proceedings through arbitration and the International Chamber of Commerce?
Please be reassured that in the event you already have started any steps to refer a dispute to the International Chamber of Commerce for Arbitration prior to the date we issued the updated Agreement Terms, we will be happy to honour continuing via arbitration for that particular dispute.
- What is changing in the Agreement Terms regarding ‘Near Demand’ Bookings?
‘Near Demand’ Bookings are where the requested Pickup Time is more than 30 minutes but less than 120 minutes from the time the Booking is made by the Customer. To prepare for enablement of Near Demand Bookings in the future we have made 3 key changes:
(i) On-time Arrival: you will comply with the On-time arrival Service Levels as set out in paragraph 2.9 of the Partner Operating Document and be liable to pay the applicable Cost Recoveries for non-compliance with these, i.e. 150% for Driver No Show, Driver Delays between 50-150% Cost Recovery depending on the Pickup Location and lateness; and
(ii) Cancellations: as a principle no Cancellations will be permitted by you or the Customer once a Near Demand Booking has been accepted by your system, what this means is:
(A) if a Cancellation is requested by the Customer this will be treated as a Customer No Show and you will be paid for the journey as if it had happened;
(B) if a Cancellation is requested as a Partner Decline this will be subject to the Cost Recovery of 150% for a Partner Decline that is 2 hours or less in advance of the Pickup Time,
please note, however, we have also built in a concept of a ‘Booking Grace Period’, so that (once we have the capability technically), both you and the Customer will be given a short period of time after the Booking is made to cancel free of charge and without any Cost Recovery applying. Once we are ready to release this functionality, we will let you know.
- What are the other changes in the Agreement Terms?
All other changes not mentioned already in this note are simply just typo fixes or adjustments for clarity in the wording.