Terms and Conditions of Distribusion Technologies GmbH
These Terms & Conditions supplement and form part of the Agreement. All capitalised terms not defined
herein are as defined in the Agreement.
Effective from: 11th March 2024
To download and print this document please click here.
Our Terms & Conditions comprise:
- General Terms & Conditions applicable to all our Services
- Additional Terms & Conditions applicable only to the described Service
Your Agreement with us states on the first page which Additional Terms & Conditions apply to you besides
the General Terms & Conditions.
General Terms & Conditions
1.Pricing
1.1. Pricing Structure: Our Standard Prices for our Services will be outlined in the Agreement between
us. All Prices are exclusive of any value added or similar tax (“VAT”). VAT shall be added thereon as
applicable and at the relevant rate.
1.2. Independence of Fulfilment: Our Prices don't depend on whether the transportation service is
actually fulfilled.
1.3. Change of Prices: We reserve the right to change our Prices with four weeks notice, prior to the
change. During this period, you are able to terminate the Agreement in writing. This clause does
not apply if the change is solely due to changes in the applicable law.
1.4. Inflation Adjustment: We shall be entitled to change our Prices to adjust to inflation with a
maximum of the inflation rate of the Eurozone of the previous calendar year. Such price change
may be applied by us only once per calendar year and would be announced at least four weeks in
advance. For an increase under this clause, the termination right referred to in clause 1.3 does not
apply.
2.Payment & Banking Fees & Accounting
2.1. Banking Fees: Each of us carries the banking fees on their own behalf. In case of a non-SEPA-
transfer, we will transfer the price for the transportation services that we purchased from you at
the Payment Date if the aggregate value for such services reaches a threshold of 500 EUR.
Otherwise, we will either pay the amount through a non-SEPA-transfer at the Payment Date in
accordance with our Payment Terms in which the threshold is exceeded or you agree to pay our
banking fees to execute the transaction of less than 500 EUR (which you can declare to us via Email
with a notice of 5 business days).
2.2. Required information: In order to enable settlement and accounting processes, you are required
to provide us with at least (including, but not limited to) at least (including, but not limited to):
2.2.1. legal entity name,
2.2.2. confirmation that the contracting entity is also the beneficiary. In case it is not the
same legal entity, you need to provide proof that the subsidiary can act on behalf
of the contracting entity,
2.2.3. address where the entity is registered,
2.2.4. bank account details,
2.2.5. VAT identification numbers.
We may request further information necessary for the payment and accounting process at a later
point in time.
2.3. Notification in Case of Changes: Should any information under 2.2 change, you will inform us at
the latest 14 (fourteen) days before the change via email. You are responsible for covering any
additional fees and charges, if a change is not communicated to us in time or any incorrect
information given under 2.2 leads to an unsuccessful payment attempt from us.
2.4. Late payment fees: In case you are paying any invoice due to us late, you are considered to be in
default, and a late payment fee shall be imposed. The late payment fee accrues daily and shall be
calculated on a monthly basis with 9% per annum over the base rate of the overdue amount
beginning from the due date of the invoice. The assertion of further claims for damages remains
unaffected by this.
2.5. Currency conversion: We may display Prices in other currencies as part of our Service. Where a
foreign currency conversion is required, we shall calculate the equivalent amount with reference
to, but not necessarily equal to, a system-wide rate known as the base exchange rate, sourced
from one or more third parties. While we update our rate regularly, it might not match the real-
time market rate due to, amongst other factors, foreign exchange markets being continuously
operating. Amendments made to the Ticket or refunds may also be affected by these exchange
fees.
2.6. Netting: Where there are both amounts owed from you to us, and by us to you, we may apply
netting of amounts on Accounting Documents, where practical to do so.
3.Extraordinary Termination Right
3.1. Both of us have the right to terminate the Agreement immediately, in case of:
3.1.1. A serious suspicion that either of us is in breach of local laws
3.1.2. A material breach of the terms of the Agreement;
3.1.3. Insolvency proceeding against either of us.
3.2. We have the right to terminate the Agreement with a notice of 3 months in case that under 50
Bookings are traded by you per day on our Platform in average for at least 3 consecutive months.
4.Non-Disparagement
During and after the term of the Agreement, we will both not make any negative, harmful, or
disparaging statements about each other or about our Partners, whether orally or in writing, to
any third party.
5.Confidentiality
5.1. Obligations: We will both:
5.1.1. treat all Confidential Information as strictly confidential;
5.1.2. take appropriate precautions to protect all Confidential Information;
5.1.3. use all Confidential Information exclusively for the purpose of the Agreement;
5.1.4. not disclose the Confidential Information to any Representative who reasonably require
access to such information solely for the purpose of fulfilling the Agreement;
5.1.5. impose a duty of confidentiality on all Representatives who need to receive Confidential
Information.
5.2. Responsibility for Representatives: The Recipient is responsible for any disclosure of
Confidential Information by any of its Representatives.
5.3. Return or Destruction of Confidential Information: The Recipient of the Information shall
return, destroy or delete, at the discretion of the Provider, all documents and records embodying
Confidential Information upon termination of the Agreement or upon request of the Provider. The
Provider shall be provided with suitable proof of this upon request.
5.4. Notification of Breach: The Recipient informs the Provider immediately if it becomes aware that
any Confidential Information has been disclosed in breach of this Agreement.
5.5. Legal Disclosures: The Recipient may disclose Confidential Information if required to do so by law,
provided that it
5.5.1. notifies the Provider in writing to enable it to obtain an appropriate remedy (unless the
Recipient's compliance with the foregoing would result in, violating a court order or other
legal requirement),
5.5.2. discloses only such information as is required by law, and
5.5.3. uses commercially reasonable efforts to maintain the confidentiality of all Confidential
Information disclosed.
5.6. Duration of the Confidentiality obligation: Confidentiality obligation remains in force for 2 years
from the date of the last exchange of confidential information.
6.Standardised Content
6.1. Standardisation: You allow us to standardise Your content and display your content to End-
Consumer in different languages, currencies and jurisdictions.
7.Intellectual property Ownership
7.1. Our Intellectual Property: All intellectual property rights, including copyrights and trademarks,
related to our Platform belong to us.
7.2. Prohibited Usage: You may not reproduce, modify, transmit, publish, adapt, monitor, copy,
download, or otherwise use anything on our Platform without our prior consent. The use of any
automated system or software to extract information from our Platform is forbidden without our
prior written consent. Any usage under clause 9.2 without our prior consent may be subject to an
infringement action.
7.3. Limitation of Intellectual Property: Nothing in the Agreement shall give either party rights to any
intellectual property of the other party except as is necessary to perform the Agreement.
8.Data Protection
8.1. DPA: The Data Processing Addendum available here: applies to and forms part of this
Agreement.
8.2. Data Processing Roles: In connection with this Agreement, we shall be a data processor and you
shall be a data controller within the meaning of the General Data Protection Regulation EU
2016/679 (“GDPR”) in accordance with the terms and conditions of the DPA referred to in clause
8.1.
8.3. Data Protection Commitment: we will both treat any End-Consumer data that is processed in
connection with the Agreement according to GDPR and the DPA under 8.1. as well as other data
protection regulations applicable to each of us. Data will be made available to any third party only
if and insofar as this is necessary for the fulfilment of the Agreement or a prior consent has been
obtained. Exempt from this is information that by law must be shared. In this case, the providing
Party will immediately inform the other Party of the demand.
9.Data Security
9.1. You are required to implement and maintain robust security measures to protect data against
unauthorised access, disclosure, alteration, and destruction. This includes employing encryption
for data at rest and in transit, secure access controls, and network security protocols.
9.2. You agree to obtain Cyber Essentials Plus certification, with each such certification covering the
scope of the Your obligations under the Agreement. The certification must be issued by an
independent and duly accredited third party. You must maintain the certification in full force and
effect throughout the term of the Agreement. You must notify us in writing and without undue
delay of any loss of the certification or changes to the certification.
9.3. If you engage subcontractors or third parties, you must ensure these third parties adhere to the
same data security standards and obligations as per the Agreement.
9.4. You must ensure that your employees and anyone involved in processing the data are aware of
and trained on data security responsibilities, including (but not limited to) secure data handling
practices and recognizing potential security threats.
9.5. We may inspect or engage an auditor to conduct an audit to ensure compliance with Our data
security standards. You are required to provide all necessary information to demonstrate
compliance.
10.Content distribution and analytics
10.1. We have the right to distribute your provided Content for the purposes covered within this
Agreement.
10.2. We are entitled to use Your Content for analytics (e.g. market intelligence products such as pricing
benchmarks; Demand protection or Business Intelligence Tools). We will never use Your individual
data, but only aggregated or anonymized data.
11.Communications
11.1. We agree to make an initial public communication (press release, social media post, or public
statements) about the Agreement. Content to be mutually agreed by both of us.
11.2. Any further communication regarding the Agreement to the public, including press releases, social
media posts, or public statements, requires mutual agreement.
12.Compliance & Sanctions
12.1. Commitment to Compliance with Local Laws: We both confirm to operate our businesses in
accordance with local legislation in those countries we operate in: included but not limited to laws
relating to fair working practices, anti-bribery, anti-corruption, anti-slavery and anti-human
trafficking.
12.2. Sanctions: You confirm to comply with all Sanctions that you are subject to, and that neither you,
Your sub-contractors nor any of Your associated parties:
12.2.1. 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
12.2.2. is acting, directly or indirectly, on behalf of a Sanctioned Person.
12.3. Material Breach: Any breach of clause 12.1 or 12.2 by either Party is a material breach of the
Agreement. It allows the other Party to immediately terminate the Agreement.
12.4. Anti-Money Laundering Compliance: Both of us, and, to both of our knowledge, sub-contractors
or any associated parties, have not violated and ensure continued compliance with Anti-Money
Laundering Laws, and no action, suit or proceeding by or before any court or governmental
agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with
respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Party and
its subsidiaries having made all reasonable enquiries, threatened or contemplated.
13.Force Majeure
13.1. In case of Force Majeure Events (such occurrences or events will include without limitation actions
and orders, legal labour disputes (including lockouts and strikes), pandemics and epidemics,
flooding, storm, explosions, insurrection, natural disasters, war, sabotage, etc.,) are claimed by a
Carrier, neither we, nor our Retail Partners shall be liable for failure or delay in performance of its
obligations under this Agreement, if those are affected by the occurrence of an unforeseeable act
or event beyond the reasonable control of either of us (Force Majeure Event).
13.1.1. If we have transferred due and payable funds to the Carrier, we shall only be obligated to
repay the Retail Partner in relation to these Transactions once the Carrier has reimbursed
us.
13.1.2. If we have not transferred funds to the Carrier, we are only liable to repay the Retail
Partner once the Carrier has cancelled the Invoice in relation to these Transactions.
13.2. If Force Majeure Events (such occurrences or events will include without limitation actions and
orders, legal labour disputes (including lockouts and strikes), pandemics and epidemics, flooding,
storm, explosions, insurrection, natural disasters, war, sabotage, etc.,) are claimed by a Retail
Partner, we shall not be held liable towards the Carrier for failures or delays in performance of our
obligations under the Agreement, if those are affected by the occurrence of the Force Majeure
Event claimed.
13.2.1. If due and payable funds have been transferred to us, we shall only be obligated to repay
the Retail Partner once the Carrier has cancelled the Invoice in relation to these
Transactions.
13.2.2. If no funds have been transferred to us, we shall not be liable to pay the Carrier until
payment is received from the Retail Partner in relation to these Transactions, or if we
have already paid the Carrier, the Carrier is liable to refund us.
13.3. The Party affected by a Force Majeure Event shall notify the other Party as soon as reasonably
possible after the commencement of such event.
13.4. In case the Retail Partner does not refund the End-Consumer, we shall receive and keep any
Commissions or Fees due and payable to us.
14.Final Clauses
14.1. Severability: Should one or several clauses under the Agreement be invalid or unfeasible or
become invalid or unfeasible, the effectiveness of the rest of the Agreement remains unaffected.
The invalid or unfeasible clause will be replaced with a valid and feasible regulation that comes as
close as legally possible to the effect intended by both of us. The same applies if we Both come to
the Conclusion that the Agreement is incomplete.
14.2. Changes to our Terms & Conditions: We may modify our Terms & Conditions from time to time.
In case of changes, we shall provide you with an updated version at least 4 weeks prior to the
change taking effect.
14.3. You only have the right to set-off uncontested claims that have been declared binding by a court of
law.
14.4. We are entitled to transfer this Agreement in full or in part to an Affiliated Company (section 15
AktG). The Partner hereby declares its express consent. We would inform you in a good manner.
14.5. Form: Unless expressly provided otherwise, an email suffices for any notice in connection with this
Agreement, which requires the written form.
15. Definitions
The following definitions shall apply to the Agreement:
Accounting Documents
Means All documents provided by us for accounting, invoicing and settlement purposes.
Affiliate Program
Means our in-house Program, which allows us and selected Retail Partners to redirect End-Consumers to
either Your website to complete the booking process and finalise transactions or to a third-party website
that enables fulfilment of the transaction.
Affiliated Company
Means, in relation to a company, that company’s parent companies, subsidiaries and subsidiaries of its
parent companies.
Affiliate Cookie
Means small pieces of data stored on a user's device, when they click on an Affiliate Link. Such Affiliate
Cookies allow it to be determined that the End-Consumer was referred by us.
Affiliate Link
Means the unique tracking link you place on Your Website to allow Affiliate Cookies to be stored on End-
Consumer devices.
Agreement
the Agreement including the General Terms & Conditions and any Additional Terms & Conditions.
Ancillary Service
Means supplementary or additional products and / or services offered either by us or by the Carrier per
segment per passenger (including, but not exclusively: paid seats, luggage):
- Carrier Ancillary ServiceMeans a supplementary or additional product and / or service which is
provided by the Carrier.
- Distribusion Ancillary Service Means a supplementary or additional product and / or service
which is provided by us, excluding Carrier Ancillary Services.
API
Means Application programming interface.
Booking
Means the purchase of Ticket(s) and / or Ancillary Service(s) made through our Platform.
Carrier
Ground transportation service provider duly authorised to provide public collective transportation
services.
Content
The data related to the inventory (Including but not limited to lines, schedules, availabilities, classes, fares,
etc.) of the Carriers, that Carriers have commercially agreed to distribute through our Retail Partners and
technically enabled on our Platform.
Confidential Information
Means all information (in whatever form and whether or not marked as confidential) which is disclosed
before or after the date of the Agreement including but not limited to: the terms of The content of the
Agreement, software, computer programs, codes, technology, test data, algorithms, formulas, processes,
ideas, inventions, discoveries, concepts, designs, drawings, business, financial and present or future
products or services, services and product development plans, forecasts, customer lists, current and
anticipated customer requirements, strategies.
Confidential Information does not include information
- made available to the general public,
- disclosed to one of us by a third party,
- already in the possession of one of us at the time of initial disclosure, or
- developed independently by the other party, in each case other than as a result of, directly or
indirectly, a breach of any confidentiality obligations.
Downtime
Means the period during which the Affiliate Tracking System is temporarily unavailable or disrupted in
service. Downtime may occur due to scheduled maintenance, technical issues, server failures, updates, or
other unforeseen circumstances.
DPA
Your applicable Data Processing Agreement in its current version.
End-Consumer
Means a person who proceeds a Booking.
Marketing-Carrier
Means the Carrier holding the "customer facing” side to the End-Consumer or Passenger.
Master Framework Agreement (“MFA”)
Means our individual Agreement forming our contractual relationship together with these General Terms
& Conditions.
Online Booking Engine
Means the technical infrastructure we provide to run Your website or App, including check-out
functionality, to help improve online sales performance.
Passenger
Means a person who is travelling using a Ticket.
Payment Date
Means 10 days after the issuance of Accounting Documents.
Platform
Means our B2B marketplace where we manage third-party sales and distribute ground transportation
Content and technology products as well as our Online Booking Engine
Prices
Means all Fees as described in the Fee Schedule in our individual Master Framework Agreement (“MFA”).
Representatives
Means the directors, officers, employees or external advisors of either of us.
Retail Partners
Means our network of third party marketing and sales channels offering sales or advertisement of
transportation services.
Services
Means our tailored made Product, by offering services that include but are not limited to searching,
booking, ticketing, reporting, collection and settlement services. our Services do not include transportation
services.
Service Fee
Means Additional mark-up on top of the standard Ticket price to the End-Consumer.
Term
Duration as stated in the Agreement.
Ticket
A Ticket is defined as a one-way trip per passenger, potentially across multiple segments (excluding virtual
interlining). The Ticket is intended to only cover the core transportation service itself excluding any paid
Ancillaries.
VAT
Value Added Tax.