We have developed an API that connects End Customers with third party ground transportation service providers via Ghost or via an Intermediary Platform. This Agreement sets out the terms and conditions governing your use of the API.
1. Definitions and Interpretation
1.1 In this Agreement the following definitions apply:
API means our application programming interface, which allows Your Systems to provide certain information in respect of your services (either directly or indirectly) to potential End Customers in respect of a specific journey that such potential End Customer wishes to make, which we make available to you from time to time (including any Updates);
Business Contact Details means the business contact information of personnel engaged by either party to this Agreement, specifically the name, business telephone number, business email address, business postal address and/or the job title of such personnel;
Business Day means any day other than a Saturday or Sunday or bank holiday in England;
Confidential Information means any and all confidential information (whether in oral, written or electronic form) given, imparted or disclosed by one party to the other party or otherwise obtained by one party from the other party relating to the other’s business, finance, technology, know-how, intellectual property, assets, strategy, products and customers;
Data Protection Laws means the GDPR, the Data Protection Act 2018, any other relevant implementing legislation in the UK, the Privacy and Electronic Communications (EC Directive) Regulations 2003 (all as amended, updated or replaced from time to time), and any other applicable Laws relating to the data protection or privacy of individuals;
Effective Date the date of execution;
End Customer means a customer looking to purchase ground transportation services;
Force Majeure means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations hereunder;
GDPR means the General Data Protection Regulation (Regulation (EU) 2016/679), as amended from time to time;
Ghost means our proprietary booking and dispatch system for private hire taxi, limo and ground transportation, which is licensed separately to the API;
Intellectual Property Rights means, any and all copyright, rights in inventions, patents, know-how, trade secrets, trade marks, trade names, service marks, design rights, rights in get-up, database rights and rights in data, domain names and all similar rights and, in each case, whether registered or not and including any applications to protect or register such rights and all renewals and extensions of such rights or applications, subsisting from time to time, anywhere in the world;
Intermediary a third party provider of an Intermediary Platform;
Intermediary Platform software which has similar functionality to Ghost and which we authorised for use with the API;
Introducer means a third party which introduces End Customers;
Laws all applicable legislation, regulations, codes of practice, guidance and other requirements of any relevant government, governmental or regulatory agency or other relevant body;
Losses means all losses, liabilities, damages, costs, claims, demands, actions, proceedings, orders and expenses (including legal fees) and disbursements and costs of investigation, litigation, settlement, judgment interest and penalties;
Updates any error corrections, patches, fixes, updates, upgrades, new releases or new versions (if any) of the API which are made available to you from time to time;
Year a period of twelve (12) months from and including the Effective Date or an anniversary thereof; and
Your Systems means Ghost or an Intermediary Platform (as applicable).
1.2 In this Agreement:
1.2.1 a reference to a statute or statutory provision is a reference to such statute or provision as amended, re-enacted or superseded from time to time and includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
1.2.2 any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
1.2.3 any reference to "this Agreement" includes any Schedules. Clause, Schedule and paragraph headings shall not affect the interpretation of this Agreement.
2. Grant of licence to use API
2.1 Before providing access to the API, we require certain information from you to provide to the relevant Introducer to allow such Introducer to fulfil their own verification and due diligence requirements. We may require this information to be updated from time to time.
2.2 Subject to 2.1, with effect from the Effective Date we grant to you a non-exclusive, revocable, non-transferable licence to use the API as detailed in this Agreement.
3. Use of the API
3.1 You shall:
3.1.1 use the API in accordance with such specifications and guidance as we stipulate from time to time;
3.1.2 ensure the accuracy and completeness of all data input through the API;
3.1.3 use the API in accordance with: (i) clauses 3, 6, 8; (ii) any limits that we impose in respect of the API including in relation to data capacity and number of authorised users; and (iii) all Laws;
3.1.4 ensure that your use of the API complies with such security requirements specified by us from time to time and provide us with such information in relation to your IT security as we may require from time to time;
3.1.5 only use the API in order to receive bookings for ground transportation services; and
3.1.6 allow us to audit your compliance with this Agreement on reasonable notice, including allowing us access to your documentation, staff and Your Systems for this purpose.
3.2 You shall not:
3.2.1 use the API in any way which: (i) is abusive, harmful, threatening or defamatory or any other way that may cause offence; (ii) could be harmful to the End Customers, Introducers or other users of the API (including uploading any material that otherwise contains a virus, trojan horse or other malicious code); (iii) breaches any Laws or legal duty to a third party (including a duty of confidentiality) or which infringes a person's right to privacy; (iv) promotes discrimination or is likely to incite hatred; or (v) infringes the Intellectual Property Rights of any third party;
3.2.2 except as allowed by any applicable law which is incapable of exclusion by agreement and except to the extent expressly permitted under this Agreement: (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the API in any form or media or by any means; or (ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the API;
3.2.3 access or use all or any part of the API in order to create or provide a product or service which competes with the API;
3.2.4 allow any third party to use the API;
3.2.5 transfer, temporarily or permanently, any of its rights under this Agreement; or
3.2.6 attempt to obtain, or assist third parties in obtaining, access to the API.
4. Introduction Services
You acknowledge that the API enables or assists End Customers to interact with, order and purchase ground transportation services from you. You acknowledge that any contract for such ground transportation services is between you and the relevant End Customer. We do not endorse any such End Customers and make no representation, warranty or commitment in relation to such End Customers and shall have no liability (whether in contract, tort (including negligence) or otherwise) howsoever arising nor any obligation whatsoever in relation to any interaction between you and an End Customer and/or any contract entered into by you and an End Customer. For the avoidance of doubt, we are not party to the contract for ground transportation services. We are introducing potential End Customers to you, communicating your acceptance of a booking request to the End Customer and passing through the relevant charge from the End Customer in accordance with clause 5.
5. Charges and Payment
5.1 When an End Customer requests ground transportation services, the API searches for third party providers who can fulfil the request. If you are able to fulfil the request, Ghost or, if you use an Intermediary, a third party system will provide an automated quote (Journey Fee). We shall invoice and charge the End Customer the Journey Fee on your behalf on completion of the request. At the same time, we will also invoice and charge the End Customer a separate transaction fee to cover the End Customer's, the relevant Introducer's (where applicable) and your use of the API (the Transaction Fee). For the avoidance of doubt: (i) the total fee displayed to and paid by the End Customer shall include our Transaction Fee which shall be payable by the End Customer in addition to the Journey Fee and (ii) the Transaction Fee is owed to us and you shall not have any rights in or to the Transaction Fee.
5.2 Any Journey Fees collected under clause 5.1 are held in an escrow account on your behalf. If you wish to claim such Journey Fees, you must confirm the bank details we hold are correct and how much you would like us to pay you out of the escrow account (Payment Request). Payment Requests are made via an online portal which we provide access to. You acknowledge that you cannot make a Payment Request which exceeds the amount held in the escrow account on your behalf less the admin fee discussed in clause 5.3 below.
5.3 Once we receive a valid Payment Request we will instruct our bank to pay you the relevant amount in accordance with the Payment Request. You will be charged a £5.00 admin charge for any such payments from the escrow account. The admin charge will be confirmed via the portal at the time you make a Payment Request and shall be deducted from your escrow account. For the avoidance of doubt, a Payment Request will not be fulfilled if there is not enough in the escrow account to cover the associated admin fee.
5.4 You acknowledge that you are responsible for ensuring that the bank details which we hold are correct and for notifying us of any changes to these. Subject to clause 10.3, we shall not be liable whether in contract, tort (including negligence), breach of statutory duty or otherwise for any loss which you or any third party suffers, directly or indirectly, as a result of us making a payment in accordance with a Payment Request.
6. Data protection
6.1 The expressions "personal data", "controller", "processor" and "process" bear the meaning given to that expression in GDPR.
6.2 Both parties shall comply with all applicable requirements of the Data Protection Laws. This clause 6 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Laws.
6.3 The parties acknowledge and agree that for the purposes of clause 2.1:
6.3.1 each party is a controller for the personal data it processes in connection with this Agreement;
6.3.2 each party is responsible for its own compliance with its data protection obligations under Data Protection Laws with regard to its processing of personal data; and
6.3.3 the only personal data to be transmitted between the parties is Business Contact Data.
6.4 If a party (the Disclosing Party) discloses Business Contact Data to the other party (the Recipient), the Disclosing Party shall ensure that such disclosure is lawful.
6.5 The Recipient shall only process the Disclosing Party's Business Contact Data:
6.5.1 to the extent necessary to perform its obligations under this Agreement or as is otherwise necessary to comply with a legal obligation; and
6.5.2 in compliance with Data Protection Laws.
6.6 In the event that clause 6.3.3 becomes or will become inaccurate or incomplete before the termination of this Agreement, the parties agree to negotiate in good faith to vary this Agreement as soon as reasonably practicable in order to: (i) reflect the personal data being transmitted between the parties; and (ii) ensure that the transmission and processing of such personal data complies with all applicable requirements under Data Protection Laws.
7. Intellectual Property Rights
7.1 All Intellectual Property Rights in and to the API and any Updates shall vest and remain vested in us or, as the case may be, any third party rights owner, and to the extent that you acquire any Intellectual Property Rights in the same you shall assign or procure the assignment of such Intellectual Property Rights with full title guarantee (free from all liens, charges, encumbrances and third party rights), to us or any relevant third party nominated by us. You shall execute all such documents and do such things as we may consider necessary to give effect to this clause.
7.2 Subject to clause 7.1, all Intellectual Property Rights in and to Your Systems shall vest and remain vested in you.
8. Confidential Information
8.1 Subject to clause 8.2, each party to this Agreement (the Recipient) shall:
8.1.1 use the other party's (the Disclosing Party) Confidential Information solely for the performance of this Agreement; and
8.1.2 keep the Disclosing Party's Confidential Information strictly confidential and not, without the Disclosing Party’s prior written consent, disclose it to any other person.
8.2 The Recipient may disclose the Disclosing Party's Confidential Information:
8.2.1 to its employees, officers, representatives, advisers, the Intermediary (where applicable), Introducers (where applicable) or End Customers who need to know such information for the purposes of exercising the Recipient's rights or carrying out its obligations under or in connection with this Agreement and the Recipient shall ensure that such persons comply with this clause 8.2;
8.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority; and
8.2.3 if such information is public knowledge or already lawfully known to the Recipient (free of any obligation of confidentiality) at the time of disclosure or subsequently becomes public knowledge other than by breach of any duty of confidentiality (contractual or otherwise).
9. Acknowledgments and Obligations
9.1 You acknowledge and agree that:
9.1.1 we may at any time suspend in whole or part, your access, to and/or use of the API: (i) in order to carry out any maintenance work; (ii) where you do not provide or update the information required under clause 2.1; (iii) where it is necessary to protect the API, our or any third party systems, Introducers and/or End Customers; or (iv) where you are in breach of clause 3, 4 or 6 and until we are satisfied that such breach has been rectified and that sufficient steps have been taken to ensure that such breach will not recur;
and in such circumstances we shall use reasonable commercial endeavours to let you know of such suspension in advance;
9.1.2 you are responsible for your hardware, content and any data uploaded through the API, for your access to the internet and for any and all liability that arises in connection with any unauthorised access to Your Systems or any activity using your usernames or passwords (whether authorised or not).
9.1.3 Subject to clause 9.1.1, we will use reasonable endeavours to ensure that the API operates correctly and are available. We do not warrant or represent that the API will be:
(a) available on an uninterrupted basis or error-free; or
(b) compatible with third-party software or equipment.
9.2 Neither we nor our suppliers give any warranties nor make any representations about results to be obtained from using the API.
9.3 To the extent permitted by law, we hereby exclude all warranties, terms and conditions, which may be implied by law, statue or otherwise.
10. Limits on liability
10.1 Subject to clause 10.3, in no event shall our aggregate liability (whether in contract, tort (including negligence), breach of statutory duty or otherwise howsoever arising) and in respect of all claims, losses and damages arising under or in connection with this Agreement in each Year exceed the greater of: (i) the total transaction fees associated with the requests you have completed in such Year; or (ii) £1,000.
10.2 Subject to clause 10.3, under no circumstances shall we be liable under or in relation to this Agreement (whether in contract, tort (including negligence), breach of statutory duty or otherwise howsoever arising) to you for any:
10.2.1 indirect or consequential loss or damage;
10.2.2 loss of profit;
10.2.3 loss of business or revenue;
10.2.4 damage to or loss of reputation;
10.2.5 Losses arising from the suspension of the API under clause 9.1.1;
10.2.6 Losses relating to the API;
10.2.7 Losses arising out of any virus or other malicious code which is transmitted through the API; or
10.2.8 Losses arising from any third party access to Your Systems through the API.
arising under or in relation to this Agreement.
10.3 Neither party excludes or limits any liability for:
10.3.1 personal injury or death to the extent that such injury results from the negligence of a party; or
10.3.2 fraud or fraudulent misrepresentation; or
10.3.3 any other liability to the extent the same cannot be excluded or limited by law.
11.1 You shall indemnify us against:
11.1.1 all Losses which we may sustain or incur in connection with any use of the API other than in accordance with this Agreement;
11.1.2 all claims made against us by any of your customers (including End Customers) in respect of your use of the API; and
11.1.3 Losses arising out of or in connection with any claim from a third party (including Introducers or End Customers) against us which arises out of your supply of ground transport services to such third party or due to your breach of Data Protection Laws.
12. Force Majeure
12.1 A party will not be liable if delayed in or prevented from performing its obligations hereunder due to Force Majeure. The party affected by Force Majeure shall promptly notify the other party of the Force Majeure and its expected duration and use reasonable endeavours to minimise the effects of that event.
12.2 If, due to Force Majeure, a party is unable to perform a material obligation or is delayed in or prevented from performing its obligations for a continuous period of more than 30 days then the other party may, terminate this Agreement immediately upon written notice to the other.
13.1 We may terminate this Agreement:
13.1.1 at any time upon giving you at least 30 days’ written notice;
13.1.2 immediately upon written notice if you breach any material term of this Agreement and, if such breach is capable of remedy, you fail to remedy such breach within 30 days of a written request to do so;
13.1.3 where you use an Intermediary, immediately if our API is not or is no longer compatible with such Intermediary; or
13.1.4 immediately if you cause (by action or omission) or in our reasonable opinion are likely to cause material disruption to our business operations and/or damage to our brand or reputation.
13.2 A party may terminate this Agreement immediately upon written notice if the other becomes unable to pay its debts, enters into liquidation (except for the purposes of a solvent amalgamation or reconstruction) or is dissolved, makes an arrangement with its creditors, becomes subject to administration or a receiver or administrative receiver is appointed over all or any of its assets or takes or suffers to be taken any similar action in consequence of a debt, ceases or threatens to cease trading or any procedure equivalent to any of the preceding matters occurs in any other jurisdiction with respect to the other party.
13.3 Immediately upon termination of this Agreement:
13.3.1 all licences granted to you under this Agreement shall cease and we may immediately withdraw your access to the API;
13.3.2 each party shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the other party; and
13.3.3 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.
13.4 Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement including without limitation clauses 2.1.2, 3.2, 4, 5, 7, 8, 9.3, 9.4, 10, 11, 13.3, 13.4 and 14 to 16 (inclusive) shall remain in full force and effect. Termination of this Agreement shall not affect the rights and remedies which have accrued prior to such termination.
14.1 Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this Agreement, or such other address as may have been notified by that party for such purposes.
14.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at the time of transmission.
15. Entire agreement
This Agreement contains the whole agreement between the parties relating to its subject matter and supersedes any prior agreements, representations or understandings between them unless expressly incorporated by reference in this Agreement. Each party acknowledges that it has not relied on, and shall have no remedy in respect of, any representation (whether innocent or negligent) made but not expressly embodied in this Agreement. Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation.
16.1 Nothing in this Agreement shall (except as expressly provided) be deemed to constitute a partnership, or create a relationship of principal and agent between the parties for any purpose.
16.2 For the purposes of the Contracts (Rights of Third Parties) Act 1999, this Agreement is not intended to and does not give any person who is not a party to it any right to enforce any of its provisions.
16.3 You shall not assign, novate, transfer, subcontract or encumber any right or obligation under this Agreement, in whole or in part, without our prior written consent or except as expressly permitted in this Agreement.
16.4 No amendment or variation of this Agreement will be valid unless agreed in writing by an Authorised Representative of each party.
16.5 If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
16.6 A waiver of any right under this Agreement is only effective if it is in writing, and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given. No waiver shall be implied by taking or failing to take any other action.
16.7 Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by Law.
16.8 Each party will, at its own cost, do all further acts and execute all further documents necessary to give effect to this Agreement.
16.9 Except for the payments specifically agreed in this Agreement, each party is responsible for its legal and other costs in relation to the preparation and performance of this Agreement.
16.10 This Agreement may be signed in any number of separate counterparts, each of which when signed and dated shall be an original, and such counterparts taken together shall constitute one and the same agreement.
16.11 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter is governed by and shall be construed in accordance with the laws of England and Wales.
16.12 The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any disputes and claims which may arise out of, or in connection with, this Agreement.