GetTransfer Service Partnership Agreementwhereas:
- the Company desires to attract more Clients to the Service,
- the Partner joins the GetTransfer Service to book corporate transportation,
- the Company is ready to provide special conditions of cooperation to the Partner in case of using the Service in a considerable volume at regular basis,
the Parties accept the terms of this Partnership Agreement ("Agreement") for the purpose of mutually beneficial cooperation. This edition of the Agreement enters into force on April 25, 2023 and is effective until the following edition is adopted.
The use of the Service by the Partner shall be subject to the provisions of the GetTransfer Service Agreement on the use of the GetTransfer Service in the part not directly regulated by the provisions of this Agreement. In the event of a conflict between the provisions of the GetTransfer Service Agreement and this Agreement, the latter shall apply.
1. THE TERMS
GetTransfer Service (the "Service") is a service available at the Company’s web-site https://gettransfer.com/, designed to search for the provider of private passenger automobile and other transportation services from the list of partner organizations (the "Carriers").
Clients are individuals or legal entities using the Service in order to buy transportation services.
Executed Transportation is a passenger automobile or other transportation booked by the Partner or by the Client via the Service using the Widget from the web-site, paid in full and duly executed.
Ordered transportation is a passenger automobile or other transportation booked by the Partner or by the Client via the Service using the Partner’s Personal Account, the cost of which has been agreed with one of the Carriers.
2. SUBJECT OF THE AGREEMENT
2.1. Taking into consideration that the Company desires to attract more Clients to the Service while the Partner desires to book the private transportation services at regular basis, the Partner is ready to provide the Company with the marketing services in order to attract Clients to the GetTransfer Service on the terms set out below, and the Company provides to the Partner additional Service options (special support service and cancellation terms, reporting, Transfer precheck for the passenger).
2.2. Partner may attract the Clients by any effective means that
does not contradict governing legislation. The Parties hereby
agree that the transportations booked by the Partner for his own
use via the GetTransfer Service shall be considered proper
fulfilment of the Partner’s duty for Clients’ acquisition.
Special terms of GetTransfer Service promotion (email and SMS circulation, references in social media, banner placement, events running, etc.) shall be agreed by the Parties separately.
2.3. While booking and using the transportation services the Partner shall follow the rules of using the Service as provided by the Company at https://gettransfer.com/en/terms_of_use. The Partner shall also bring the mentioned rules and their compulsoriness to the notice of all the passengers that will use the Transportations booked via the Partner’s Personal Account.
3. COMING INTO FORCE
3.1. The User completes the registration and authorization process on the Site as a corporate partner, for which he fills the name of a legal entity or individual entrepreneur, contact phone number, email address, place of registration and type of company in the special form, and also confirms consent with the terms of this Agreement for the entry into force of this Agreement. Possible terms of cooperation (terms of placing the Company's widget on the Partner's website, distribution of promotional codes, use of UTM, provision of cashback (discounts or remuneration), the procedure and conditions for payment of remuneration, including payment currencies) shall be agreed by the Parties after completion of registration and will be specified in the User's Personal Account.
3.2. If the remuneration from the Company was agreed by the Parties, the Partner specifies his payment details in the Personal Account. The Company is not responsible for non-payment if such payment details were not indicated duly and in full.
3.3. For granting access to the Service as it is specified in 2.4(D) of the GetTransfer Service Agreement, and for provision of the additional Service options available for the Partner, the latter pays to the Company a service fee in the amount 20% of the Transfer Price. For the purposes of the Service’ promotion the rate of the service fee for certain regions may be reduced. The service fee rate for a particular booking shall be available for the Partner at the booking, before the Transfer Price payment. Service fee shall be paid at every use of the Service by the Partner, i.e. at Transfer booking in accordance with the GetTransfer Service Agreement. Service fee shall be refunded in cases when and as provided for the refund of the Transfer Price, in accordance with clause 3.4. below.
3.4. The funds transferred by the Partner as payment for the Transfer shall be refunded in the following cases: A. the Partner cancels the Transfer or changes its essential terms via his Personal Account or API before the expiration of the cancellation deadline set during the agreeing of the Transfer conditions (this period ends no later than 24 hours before the agreed pick-up time);B. the Transfer is cancelled by the Carrier or the Company, excluding the cases when the Transfer was fulfilled by another Carrier.
4.1. As a consideration for the services on attraction the Clients for the Service provided by the Partner the Company is enabled to provide the Partner with: - discount for the payment of the cost of transportations ordered by the Clients attracted by the Partner (including transportation ordered through the Partner's Personal Account) and / or- remuneration.
4.2. If granting a discount on the payment of the cost of travel was agreed for the Partner in accordance with clause 3.1., such a discount is provided when ordering and paying for the ordered transportation through the Partner's Personal Account, through the widget on the Partner's website, when entering a promotional code or if provided to the Partner UTM tags when ordering shipments through the Service. The discount is calculated as a certain percentage of the carriage price set by the Carrier. The discount rate agreed by the Parties is indicated in the Partner's Personal Account.
4.3. If remuneration was agreed for the Partner in accordance with clause 3.1., such remuneration is calculated as a certain percentage of the cost of each Executed Transportation, issued by the Clients attracted by the Partner (including transportations booked through the Partner's Personal Account, through the widget on the Partner's website or in the presence of a promotional code or UTM provided to the Partner). The rate of remuneration agreed by the Parties is indicated in the Partner's Personal Account.
4.3.1. The number of Executed and Ordered Transportations within the reporting period, as well as the amount of the Partner's remuneration are calculated by the GetTransfer Service software, and are available to the Partner in the Personal Account. Any messages on the information about the Executed and Ordered Transportations and/or their cost calculation, sent through the Partner's Personal Account or by e-mail of the Partner and the Company, shall be considered appropriate.
4.3.2. The calculation of the Partner's remuneration is made in the currency agreed by the Parties in accordance with clause 3.1. ("Basic Currency"). In case the cost of Executed and Ordered Transportations at its booking was determined by the Carrier in another currency, for the purposes of making settlements hereunder such cost shall be calculated basing on the cost of the Completed Transportation, expressed in the Basic currency at the rate available on the service https://openexchangerates.org/ as of the date when such transportation was booked by the Partner or Client from the Carrier.
4.3.3. The calculation of remuneration shall be made at the end of each calendar month when any Completed Transportations took place. Payments shall be made monthly, within 15 days upon the end of each month, but not earlier than the amount of remuneration accrued for the period from the last payment date exceeds 50 Euros or a similar amount in the Basic currency, calculated at the rate available on the service https://openexchangerates.org as of the settlement date.
5. INTELLECTUAL PROPERTY
5.1 Each Party represents and warrants that it has all the rights and authorities necessary to enter into and execute the Agreement and does not violate any rights of third parties, including rights to intellectual property objects.
5.2. Each Party grants to the other the right to use the logo and trademark of the granting Party only to the extent that is necessary for marketing or informational purposes in order to promote the Parties’ cooperation under this Agreement. The Partner does not have any rights in regard to any other intellectual property owned by the Company and/or its affiliates.
5.3. Within the term of this Agreement and after its termination or expiration the Partner should not identify itself as part of the Get Transfer Service, representative or affiliated structure of Service owner.
6. USER’S ONGOING OBLIGATIONS
6.1. The Parties are exempt from liability for partial or complete failure to fulfill their obligations hereunder if it was the result of force majeure circumstances (fire, flood, earthquake, epidemic and other natural disasters, military actions).
6.2. The Party who experienced the impossibility of fulfilling the obligations hereunder, shall notify the other Party about the occurrence of circumstances preventing the fulfilment of obligations not later than within 1 day upon the occurrence of such circumstances.
6.3. The presence of circumstances that prevent the fulfillment of obligations must be confirmed by a certificate (certificates) of the authorized bodies.
6.4. Absence of notification or untimely notification of the occurrence or termination of force majeure circumstances forfeits the Party’s right to refer to such circumstances.
7. ASSIGNMENT AND NOVATION
7.1. The Company has the right to assign, transfer, novate or otherwise deal in any manner, all or any part of the benefit of this Agreement and any of its rights, remedies, powers, duties and obligations in relation to this Agreement to any person, without the Partner’s consent and in any way the Company considers appropriate.
7.2. The Partner agrees that it may not transfer any assignee, transferee or any other person who has an interest in this Agreement, any right of set off or other rights that the Partner has against the Company.
8. TERM AND TERMINATION
8.1. This Agreement commences at the moment specified in clause 3.1 and shall continue until terminated in accordance with this section 8.
8.2. Notwithstanding any other provision of this Agreement, the Company has the right to terminate this Agreement with the Partner immediately, at any time and for any reason without prior notice or need to indicating the grounds, including if: A. the Partner has breached any provision of this Agreement or acted in a manner which clearly indicates that the Partner does not intend to or is unable to comply with any provision of this Agreement;B. the Company reasonably considers it is required to do so under any laws or regulations or by any government, quasi-government, authority or public body (including any regulatory body of any jurisdiction); orC. the Company determines that performing its obligations under this Agreement is no longer commercially viable.
8.3. The Company will inform the Partner of such termination by notice in accordance with section 8.
8.4. Blocking the Partner's Personal Account by the Company is also a proper notification of the Company's intention to terminate the Agreement unilaterally.
8.5. The Partner has the right to terminate this Agreement unilaterally at any time by contacting the Company's technical support service to delete his Personal Account.
8.6. Termination of this Agreement shall not prevent the Partner from using the Service as a registered user who is not a corporate partner.
9. WAIVER OF SET-OFF
The Partner acknowledges and agrees unconditionally and irrevocably to waive any right of set-off, netting, counterclaim, abatement or other similar remedy which the Partner might otherwise have under this Agreement under the laws of any jurisdiction.
10. GOVERNING LAW
This Agreement is governed by and must be construed in accordance with the law of Cyprus.
11. RESOLUTION OF DISPUTES
If there is a dispute between the Parties resulting from, arising out of, or in connection with this Agreement or related to its subject matter, the dispute shall be referred to and finally resolved by arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The seat of arbitration shall be Stockholm, and the language to be used in the arbitral proceedings shall be English.
12. THIRD PARTY RIGHTS
Any person who is not a party to this Agreement may not enforce nor enjoy the benefit of any provision of this Agreement.
13.1. The Partner agrees that the Company may give notices and messages under or in connection with this Agreement by announcement in the Personal Account or by email to the address which the Partner specifies in his Personal Account, and that such notice is deemed to be effective and received by the Partner at the time when it is uploaded in the Personal Account or upon 24 hours from the time it was sent to the Partner’s email, unless the Company promptly receives the Partner’s answer or an automatic message indicating failed delivery of that notice.
13.2. Notices to the Company may be directed to the email address email@example.com.
14. NO WAIVER
No failure or delay on the part of the Company to exercise any right, power or remedy under this Agreement will operate as a waiver, nor will any single or partial exercise by the Company of any right, power or remedy.
15. REMEDIES CUMULATIVE
The rights, powers and remedies provided in this Agreement are cumulative and are not exclusive of any rights, powers or remedies provided by law.
16. NO RELATIONSHIP
This Agreement do not create any kind of partnership, joint venture, advisor, fiduciary, agency or trustee relationship or any similar relationship between the Partner and the Company or any other person or entity.
If any provision of this Agreement is held to be illegal, void, unenforceable or invalid, whether in whole or part, under the laws of any jurisdiction, that portion will be severed, and such illegality, unenforceability or invalidity will not affect the legality, enforceability or validity of the remaining provisions of this Agreement in that jurisdiction, nor the legality, enforceability or validity of this Agreement in any other jurisdiction. This section 17 has no effect if the severance would alter the basic nature of this document or be contrary to public policy.
This Agreement is made in English. In case of any inconsistency between the English version and any translation, the English version shall prevail.