A COOPERATION AGREEMENT FOR GROUND TRANSPORTATION SERVICES
Energius GmbH trading as Limos4 and Limos8, with registered address at Churerstrasse 80a, 9470 Buchs, Switzerland, a privately owned company established and registered at the Swiss Chamber of Commerce under number CH-320.4.084.339-7.
In further text: Energius
you, as the Subcontractor.
In further text: Subcontractor
MAIN TERMS OF THIS AGREEMENT
- The Subcontractor agrees to provide ground transportation services on behalf of Energius within a specified location or locations and guarantees to carry out the ground transportation of the passenger in the name of Energius.
- The Subcontractor is responsible for all the actions of the driver of the transport vehicle, even though not physically present at the time of service, and also must ensure that the driver is made fully aware of the details of the ground transportation service in every case.
- The Subcontractor must read all the provisions in this agreement and make its drivers aware of the obligations and restrictions that apply when undertaking ground transportation service on behalf of Energius.
- The Subcontractor guarantees that the transport vehicles being used for the purposes of transporting passengers will be kept in a perfectly clean and mechanically sound condition to enable safe and comfortable transportation of passengers. The driver must keep the inside of the vehicle, including windows and dashboard clean and polished at all times. The vehicles should be kept clean inside and outside and free from unpleasant smells at all times.
- The Subcontractor must obtain the necessary permits/licenses from the responsible authorities for the legal operation of the vehicle(s) and legal business activities in the domain of passengers transportation.
- The Subcontractor guarantees that the transport vehicle being used for the purposes of transporting passengers will be the same type of vehicle ordered by a formal order placed by Energius. The Subcontractor is obliged to provide a vehicle which is similar or upgraded category and timely inform Energius about change. Violation of this clause will be regarded as a serious violation and Energius can cancel the service without prior notice. Further, Subcontractor is obliged to pay for the damage to the passengers made by arranging inadequate vehicle that is not ordered by Energius. In case of inadequate vehicle type, Energius has the right not to pay to Subcontractor for the service made by inadequate vehicle.
- The Subcontractor normally provides the ground transportation services using his/her own vehicle(s). In case there is a need to bring in other transportation service companies by the Subcontractor, the Subcontractor is responsible for any incident that happens during the service. This responsibility cannot be assigned to any third party.
- The Subcontractor is not allowed to provide any ground transportation service which is not previously presented on a Reservation sent by Energius to any passenger(s) or business partner(s) of Energius without the written consent of the latter. The Subcontractor is also not allowed to enter into agreement unilaterally with any passenger(s) or business partner(s) of Energius without the written consent of the latter. Violation of this clause will be regarded as a very serious violation and Energius can cancel the service without prior notice.
- In circumstances where the Subcontractor has not provided the transport vehicle for any reason (other than a force majeure event such as acts of God, fire, flood, natural disaster, war or terrorist attack) and is not able to provide alternative transport arrangements then, Energius reserves the right to claim for compensation from the Subcontractor who agrees to pay such compensation for Energius's loss equal to 150% of the contract rates for each day that the transport vehicle is not provided.
- Each party to this agreement has the right to terminate this agreement by giving 30 day notice in writing. Upon termination of this agreement, the Subcontractor must pass back any uncompleted transfers to Energius. If any transfers have taken place before the date of termination, Energius will pay any outstanding invoices.
- If the agreement has ended because of normal or mutual termination, the Subcontractor must complete any confirmed ground transportation services accordingly. If the agreement is terminated because of poor or non-performance by the Subcontractor (or his agents and drivers), all outstanding bookings will be cancelled by Energius and alternative services provided where required. The Subcontractor is not allowed to contact such passengers for a period of 12 months following the cessation of the agreement.
- Where a serious breach of agreement occurs, Energius will have the right to terminate this agreement with immediate effect.
CODE OF CONDUCT
- The Subcontractor is not allowed to use a driver for Energius transportation service who has been convicted for a serious driving offence e.g. driving under the influence of alcohol or drugs, dangerous driving, driving without insurance, driving while disqualified or causing death by reckless/dangerous driving.
- The Subcontractor must take steps to ensure that their drivers have a valid driving license, good eyesight and have been vetted for their suitability to operate a vehicle.
- The Subcontractor must ensure that the vehicle insurance is sufficient to meet claims that may arise from Energius passengers or other third parties in the event of an accident occurring.
- The Subcontractor must take steps to ensure that the drivers always and only represent Limos4/Energius when they drive Energius passengers.
- The Subcontractor must take steps to ensure that the drivers always have the charged and functional mobile phones and always answer the calls from Energius Customer Care Team or Energius passengers even if it is an anonymous number.
- The drivers must not use mobile phones during the transportation service except in the case of emergency when the mobile phone must be on "hands free" mode.
- The driver should always be as courteous and gentle as possible and always address clients with: 'Madam' or 'Sir'.
- If a passenger makes a complaint about the service the driver should deal with this calmly and without losing temper.
- The driver must drive in a safe manner which is comfortable to the needs of the passenger(s).
- Smoking or eating is not permitted at any time within the vehicle.
- The Subcontractor must take steps to ensure that the drivers always arrive to pickup location at least 10 minutes before the appointed time.
- The Subcontractor must take steps to ensure that the drivers never leaves the car or the mobile phone unattended.
- The driver must always calmly introduce the traffic conditions and restricted area regulations to Energius passengers.
- At an airport or train station, dock or pier pickup, the driver must wait at a prominent point with a printed name/sign board not less than A4 in size and bearing Limos4 logo and clearly showing the passenger's name or as advised by Energius.
- The driver must always open and close the vehicle doors for Energius passengers.
- The Subcontractor must take steps to ensure that the drivers use formal terms when communicating with the clients, such as:
“Good evening, SirMadam”
“Is there anything I could do for you?”
“Should I wait for you?”
“Where/when should I pick you up?”
- It is the driver's responsibility to monitor flight arrival times and timely inform both Energius Customer Care Team and the Subcontractor in cases of late flight arrivals or delays.
- The driver must be able to speak and understand sufficient English to be able to communicate clearly with passengers using Energius services as well as the local language.
- The driver must be dressed smartly at all times. Jeans, T-shirts, vests, sport shoes and flip-flops are not allowed.
- If the driver meets the passengers at an airport, ferry, train station, etc. it is the responsibility of the Subcontractor to check the actual arrival and departure time(s) before the transfer takes place.
- The driver should ensure that passengers are advised to fasten seat belts prior to the start of the journey.
- The driver should be familiar with the journey route before the ground transportation service begins except where the passenger gives an alternative destination.
- The driver should engage in conversation only if addressed by the passenger, respecting their privacy. The driver should keep the conversation in general terms, avoid discussing personal circumstances.
QUOTING AND BOOKING PROCEDURE
- Through its own websites, Energius enables passengers to make ground transportation service requests or reservations through the use of its online functionality.
- Energius Customer Care Team immediately sends the price for the requested service to the customer. If the service price is not on the partner price list sent earlier by the Subcontractor, Energius Customer Care Team will send the request for quotation mail to be quoted by the Subcontractor.
- The request for quotation mail contains the service details and a link where the Subcontractor enters partner, net price and the price description, if needed.
- The service price is sent to the customer and the booking link which enables the customer to book the service.
- Once the service is booked, the Reservation confirmation is instantly sent by e-mail to the passenger and to the Subcontractor by e-mail containing all ground transportation service details and name board content as an attached PDF file. From this point onwards, the Subcontractor is responsible for ensuring that the ground transportation service takes place in accordance with the details presented in the Reservation. If the Subcontractor, for some reason, cannot accept the ground transportation service by clicking the confirmation button, an e-mail confirming the service should be sent to Energius.
- The service rate presented to the passenger by Energius consists of Subcontractor´s all-inclusive, affiliate rate and Energius´s Commission added.
- The commission is an amount Energius adds to the all-inclusive, affiliate rate provided by the Subcontractor. The all-inclusive, affiliate rate provided by the Subcontractor is a negotiable category which is mutually determined by Energius and the Subcontractor at the beginning of cooperation.
- The Subcontractor´s affiliate rates for Energius should be standard and all-inclusive rates which would be presented to any normal Subcontractor’s customer but reduced for Energius which enables space for Energius to add Commission and as final service rate for the customers still not exceeds the market rates for ground transportation in Subcontractors area of operations. The affiliate rates for Energius are previously agreed between the Subcontractor and Energius, which is 15% by default at the beginning of cooperation. The Subcontractor´s affiliate rates for Energius is a negotiable category which can be reduced due to increasing volume of ground transportation service ordered by Energius after mutual agreement is reached.
- Energius is allowed to make all necessary actions to determine whether the Energius´s offers to the passenger present the rates within the market rates range.
- The Subcontractor´s affiliate rates for ground transportation services must be sent to Energius in a spreadsheet format (e.g. MS Excel, PDF). The rates can only be changed once per year. Such changes should be sent to Energius not later than the end of November preceding the year in which those rates will apply and for the whole of that year. If the Subcontractor forgets to send such a list, or fails to correct any mistyped rate information by that deadline, the rates cannot be altered until the following November. The Subcontractor must accept full responsibility for any consequences arising from such errors.
- The Subcontractor´s affiliate rate list must contain the rates for airport transfers, hourly service, pattern for calculating rates for longer distances and at least 20 most popular transfer rates for all the vehicles available.
- When requested to quote a specific ground transportation service, the Subcontractor is obliged to submit the all- inclusive rate including all fees such as VAT, airport, bridge, road and parking, etc., and indicate them accordingly.
- In the event where the passenger does not appear at the given time and location, Energius will guarantee payment in cases where a No-Show occurs, if the following procedure is carried out:
- a) In all cases the driver or Subcontractor must call the Energius to advise of the "No-Show" at least 5 minutes before the service-inclusive waiting time runs out. Such timely reaction enables Energius office staff to locate the passenger, inform the booking contact and forward the final instructions to the driver or Subcontractor.
- b) At the airport, the driver must produce evidence that he/she has waited for the passenger by producing either a parking ticket, an image of a clock, flight information board with a clock on it or GPS tracking report. These must be forwarded to the Subcontractor and then to Energius within next 12 hours to ensure payment.
- In case of a no-show where the driver fails to appear to execute the ground transportation service, the Subcontractor is responsible for any claims made by the passenger for costs arising from the non-delivery of the service. This includes new flight ticket, accommodation, new airport transfer, legal fees, etc. In case the passenger can successfully prove the damage and the costs arising from the non-delivery, the Subcontractor must pay these costs directly to the passenger. In all other cases when Subcontractor fails to deliver agreed service, Subcontractor is held responsible for the price of the service and obliged to provide another service for the price of the above mentioned service as a compensation to the damage of Limos4/Energius brand and customer satisfaction.
- If the passenger wishes to change the service details of the ground transportation service during the service and such action affects the service costs, the driver or the Subcontractor must immediately contact and inform Energius´s Customer Care Team.
- The Subcontractor must present the additional costs to Energius within next 12 hours by mail or by completing the closing price dialog sent the following morning at 06.00 o´clock next morning and than another, final closing price request at 14.00 with a deadline until 20.00 CET. If such procedure is not followed by the Subcontractor or the driver, Energius will not be held responsible for any additional costs and would not be responsible to pursue the passenger(s) for any additional costs.
- The Subcontractor must handle all complaints made by passengers about the service they have provided and send a complaint in a written form to Energius within 12 hours from the time the complaint is made.
- The Subcontractor should always provide an English speaking driver for a ground transportation service, unless it is specified differently prior to the service.
- The driver must be punctual and timely positioned at pickup location and if the driver is late for the service, Energius will not be held responsible and the Subcontractor will be liable for subsequent financial claims made by the passenger.
- The driver will support the passenger(s) with every assistance and all advice, information and market intelligence to enable the passenger(s) to conduct its/their business satisfactorily and profitably.
QUALITY ASSURANCE PROCEDURE
- In striving for an excellent service for the passengers, Energius is constantly developing and improving the booking system and services. Energius reserves the right to carry out an audit of the Subcontractor in relation to the services carried out on its behalf.
- It is important that the service provided by the Subcontractor should meet the minimum standards set out in this agreement. Serious breach of this requirement could result in immediate cessation of the rights to undertake further ground transportation service on behalf of Energius who can also decide whether to use the services of another Subcontractor in the same area to take over those service reservations. If minimum standard requirements are not met by the Subcontractor, Energius will not pay to the Subcontractor for the poorly performed service. Further, Subcontractor is obliged to pay for the damage to the passenger(s) made by poorly performed service.
- The Subcontractor’s performance will be monitored and measured by Energius through its Quality Assurance Program which consists of various and numerous criteria and activities in order to determine and maintain the high quality of service provided to Limos4/Energius passengers.
- The Quality Assurance Program is timely presented to the Subcontractor by email and is run by Quality Assurance Manager who personally conducts an objective examination and evaluation to determine whether or not the quality requirements are being effectively implemented. The Quality Assurance Manager would audit the code of conduct, vehicles, insurance and vehicle documents and talk to the drivers.
- The Quality Assurance Manager will also report quality issues and analyze the reports to identify areas for improvement in the quality system and develop, recommend and monitor corrective and preventive actions.
- As a Managing Director, you have an ultimate responsibility for maintaining quality of the service but all your employees, operators and chauffeurs have a responsibility within their own areas of work so helping to ensure that quality is embedded within the whole of your company and service.
- The payments are made by the customers directly to Energius by credit card or invoice.
- The passenger makes the prepayment by credit card or by invoice for the ground transportation service directly to Energius and the full amount, as presented in an offer to the passenger, is charged by Energius.
- The Subcontractor sends the invoice stating the service costs at the end of each month to Energius.
- As the passenger has prepaid for the Ground Transportation Service either by credit card or invoice directly to Energius, the driver must not ask the passenger to pay for the service.
- Energius shall not be responsible and cannot be held liable for the inconveniences or expenses the affiliate would be exposed to, in the following cases:
An affiliate amends an originally booked vehicle and assigns a different vehicle without notifying Energius Customer Care Team via email;
An assigned driver does not answer calls from Energius Customer Care Team, putting us in an unpleasant situation when our customers contact us, trying to find out where the driver is or why the driver is late;
An assigned driver accepted a modification of the service directly from the customer in the car and has not asked Energius Customer Care Team for permission or informed Energius Customer Care Team about the modification;
An already assigned driver has been changed without informing Energius Customer Care Team first.
The Subcontractor shall protect and keep secret all nonpublic information relating to Energius, including without limitation, information about the passengers and prices, Energius´s operations, financing and business matters, sales and marketing strategies and programs, technical and non-technical data, and any other material or information identified by Energius as being confidential or proprietary in nature.
Both Energius and the Subcontractor agree to handle all personal data about passengers and information learnt about each other’s business activities, or other Subcontractors who may provide services from time to time, in strict confidence and not to reveal this information to any third party unless there is a mutual agreement to do so. This restriction remains in force for an indefinite period of time and even after this agreement has been terminated.
The Subcontractor agrees and guarantees that everything the driver sees and hears during the service is kept in strict confidence.
The Subcontractor agrees and acknowledges that any data required by Energius regarding the Subcontractor´s driver or other person required to perform the Service, must be submitted in accurate way to Energius.
Energius can contact the Subcontractor´s driver or other person required to perform the Service at any time needed. Energius can share with the passenger the name and contact data of Subcontractor´s driver or other person required to perform the Service.
Upon termination of this agreement, the Subcontractor shall promptly return to Energius or destroy all confidential information in the Subcontractor´s possession.
INSURANCES AND INDEMNITIES
- The Subcontractor warrants that it will procure, maintain and hold (at its own expense), insurance policies at legally binding and adequate level of cover expected of a prudent operator in respect of all risks arising or which may arise in relation to or connected with the Ground Transportation Service, the Transport Vehicle and its drivers.
- The Subcontractor agrees to reimburse Energius, its directors and employees, against each and every claim for damages, legal expenses, other losses, compensation, fines, costs (including legal costs) where Energius is held liable as a result of any negligent act or default by the Subcontractor or its employees, Subcontractors or agents, or as a result of any breach of agreement on the part of the Subcontractor.
- Should any incident befall a passenger, the Subcontractor must inform Energius immediately, giving details of the incident. The Subcontractor agrees to cooperate fully with Energius in dealing with passenger claims or complaints including but not limited to investigating and responding to any queries from Energius Customer Care team within 12 hours from receipt, and providing full statements and agreeing to attend court where necessary.
- Energius will in no event be liable for any incidental, indirect, punitive, special or consequential damages, including bodily injury, death, loss of revenue, profits or other benefits, lawsuits, judgments, including attorneys’ fees and costs and claims by any third party, arising out of, or relating to, the Subcontractor’s service performance or breach of this agreement even if advised of the possibility of such damages.
- The Service performed by the Subcontractor shall be at the risk of the Subcontractor exclusively. The Subcontractor shall be liable for all costs that incurs as a result of any failure of the Subcontractor, or any of its suppliers or Subcontractors of any tier, to perform.
Disputes arising during the course of this agreement will normally be settled by mutually beneficial discussions between Energius and the Subcontractor. If the matter in dispute cannot be resolved and it becomes a legal dispute then this will fall under the exclusive jurisdiction of the Local/District Court of Switzerland.