TaxiCode Direct API Agreement

This Agreement ("Agreement") is formed every time a booking is generated via http://api.taxicodedirect.com ("TaxiCode Direct API") between TaxiCode Direct Limited a company registered in the England & Wales with number 15125726, located at Unit 12, Moorgate Croft Business Centre, Rotherham, S60 2DH ("TaxiCode Direct"), and the approved API Partner ("Partner").

The Partner operates a transportation website and TaxiCode Direct provides transportation services to consumers. TaxiCode Direct desires the Partner to market and sell Taxicode Direct Services services on its website, with the Partner deducting a commission from gross receipts and remitting the balance to TaxiCode Direct.

In consideration of the mutual promises herein, the Parties agree:

1. Service

   1. Qualifying Bookings. Services sold to customers ("Customer") who book via the Partner's website or online platforms qualify to earn a commission ("Qualifying Service").
   2. Booking Method. The Partner earns commission on any Qualifying Service booked on its site/platforms and not cancelled prior to travel.
   3. Customer Support. TaxiCode Direct will use commercially reasonable efforts to resolve customer issues within 48 hours of notification.
   4. Policies. Customers booking Qualifying Services through the Partner are deemed customers of both Parties. All TaxiCode Direct’s order policies like availability, pricing, issue resolution applies and will be accessed through TaxiCode Direct’s API. TaxiCode Direct acknowledges the Partner's right to market competitor services.
   5. Website Operations. The Partner will use best efforts to keep its website, API, apps, and services operational, but temporary interruptions may occur. TaxiCode Direct agrees not to hold the Partner liable for consequences of such interruptions. Technical issues will be resolved within 24 hours when possible.
   6. Service Timing. TaxiCode Direct agrees to fulfil any booking sent via the Partner's system per the schedule provided.
   7. Fulfilment. TaxiCode Direct pledges to fulfil bookings. If a provider fails service, for reimbursement, the Partner must report the no-show within 30 minutes of the booking time. TaxiCode Direct must be given reasonable chance to rectify before the Partner can claim reimbursement for alternative transportation costs, which both parties must mutually agree upon. Reimbursement is inapplicable for force majeure circumstances.
      1. For service disputes reported to the Partner by the Customer within 48 hours, TaxiCode Direct will investigate and provide evidence if needed. Failure to notify within 72 hours deems the booking successfully completed requiring full payment unless otherwise agreed.
      2. TaxiCode Direct agrees to replace/refund orders per the Customer's request when the Partner and determine fault lies with TaxiCode Direct, not a frivolous request. TaxiCode Direct's service quality/cost for the Partner's customers will be at least equal to its other customers. The Partner will notify TaxiCode Direct of complaints/claims within 3 days and may attempt resolution, with TaxiCode Direct providing reasonable assistance while refraining from separate action unless legally required.
      3. The Partner reserves right to refuse service to a customer at its discretion, including for declined payments, inability to authenticate, or based on the Customer's history

2. Fair Usage

   1. To enable quality service, the Partner allows TaxiCode Direct to email Customers post-service to rate the provider, solely for performance purposes.
   2. The Partner agrees to use TaxiCode Direct’s API only in the agreed region. Usage outside this incurs a Google Maps API surcharge at the current rate plus a £200/month admin fee.
   3. The Partner agrees to maintain minimum 6,000 API calls/month with 0.5% conversion rate over 30 days. Failing this incurs a £0.04/quote fee or the API Fee (3.4), whichever is greater, until the 0.5% rate is achieved.

3. Payment

   1. Commission. The Partner deducts its commission from gross Customer receipts for Qualifying Services, less refunds.
   2. Payment Terms. The Partner pays TaxiCode Direct monthly for completed bookings that month, less commission. Payment is due 15 days after month-end on a 30-day average basis. Late payment incurs a £200/day penalty until paid.
   3. The Partner is liable for a £200/day penalty for late payments until fully received by TaxiCode Direct.
   4. API Fee. A £1,000/month API fee is payable with 24-month minimum term autorenewing. This fee is waived if the Partner generates ≥30 bookings/month. If due, it's invoiced and payable via bank transfer within 15 days.
   5. Cancellations. No fees if a customer cancels without TaxiCode Direct’s fault.
   6. Order Processing. TaxiCode Direct solely processes all orders originating from the Partner per its standard rules/procedures, treating the Partner's customers no less favourably
   7. Sales Tracking. The Partner reports sales monthly which TaxiCode Direct uses to reconcile.

4. Marketing

   1. Customer Data. TaxiCode Direct keeps all Customer contact details and identifying information strictly confidential and does not disclose it.

5. Term & Termination

   1. Term. This Agreement commences with the first API booking for an initial 24 months, auto-renewing for successive 24-month terms unless terminated by 60 days' written notice pre-expiration.
   2. Upon termination notice, all outstanding and future bookings become due immediately.

6. Confidentiality & Publicity

   1. Definition. "Confidential Information" is any non-public information relating to either Party's business, products, services, technology, customers, etc. whether disclosed directly/indirectly and in any form. Exclusions are information (i) publicly available before disclosure; (ii) legitimately obtained from a third party without restriction; or (iii) independently developed.
   2. Protection. Each Party holds the other's Confidential Information in strict confidence without disclosure except to employees/contractors on a need-to-know basis under comparable restrictions. Neither Party uses the other's Confidential Information except to perform this Agreement, using reasonable care. Violations must be reported, and cooperation provided to seek remedies. No copies except as needed to perform obligations.
   3. Press Releases. Either Party may issue public statements regarding their relationship upon advance written notice and the other Party's prior content approval.

7. Representations & Warranties

   1. General. Each Party represents having full authority to enter this Agreement and the signatory is duly authorized. Neither Party will advertise the other's brand with defamatory/obscene content or infringe third-party rights. TaxiCode Direct warrants compliance with applicable laws/regulations and that this Agreement does not violate other obligations.
   2. Marks. The Parties grant each other rights to use respective trademarks/branding in advertising/marketing, subject to prior written approval within 10 business days. Unapproved materials must be revised per instructions. Each Party exclusively owns its intellectual property with no claim to the other's. Parties indemnify each other from liabilities/claims arising from breaches. TaxiCode Direct indemnifies the Partner from Customer claims arising from TaxiCode Direct’s actions. Neither is liable for delays/failures beyond its reasonable control.
   3. Limitation of Damages. TaxiCode Direct is not liable for any indirect, incidental, special or consequential damages/lost profits, even if advised of the possibility. TaxiCode Direct provides no warranty on Customer-supplied information.
   4. non-exclusivity. There is no exclusivity granted to the Partner.
   5. non-solicitation. The Partner cannot contract TaxiCode Direct’s suppliers directly for services.
   6. The Partner cannot contract with other UK suppliers while contracted with TaxiCode Direct.
   7. If the Partner acquires a TaxiCode Direct supplier’s service after this Agreement's date, it breaches the Agreement subjecting it to damages, revenue losses, and potential API access termination with the full 24-month API fee payable.
   8. If the Partner had a pre-existing relationship with a TaxiCode Direct supplier, once booked through TaxiCode Direct’s API, that prior relationship is deemed expired. Re-engaging that supplier constitutes poaching with a £8,000 charge immediately payable plus the remaining API fee.

8. Miscellaneous

   1. Governing Law & Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of England and Wales. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the London Court of International Arbitration Rules, which are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London. The language to be used in the arbitral proceedings shall be English. The arbitrator's award shall be final and binding on the parties, and judgment upon the award may be entered in any court having jurisdiction thereof.
   2. Assignment. Neither Party may assign this Agreement without prior written consent, except either may assign to successors/permitted assigns.
   3. Modifications. TaxiCode Direct may change any terms by providing 30 days' written notice. At each booking, current terms supersede prior agreements.
   4. Updates. TaxiCode Direct will provide 30 days' advance notice of rate/informational changes before effectiveness, to be confirmed by the Partner.
   5. Entirety. This Agreement constitutes the entire understanding, superseding prior agreements. It can only be modified in a writing signed by both Parties referring specifically to this Agreement.