1. Scope, Subject-Matter
1.1 Omio, together with its Affiliates, is the provider of a multi-mode travel search and booking platform for end-customers and offers other products to third parties, including white label, search API and booking API. Through its brands including “Omio”, “Busradar” and “Rome2Rio”, the Omio Group operates the Omio Platform. Company is a transport service provider. Omio wishes to sell the Travel Products offered or aggregated by Company on the Omio Platform and/ or on its Assignee’s platforms.
1.2 Definitions. Certain capitalized terms, not defined herein, have the meanings given such terms in Annex I.
2. Appointment
2.1 By entering into this Agreement, the Company appoints Omio as its non-exclusive agent during the Term to list, market, distribute and facilitate the sale of Travel Products worldwide via the Omio Platform and its Assignees, and Omio accepts such appointment. Omio may, at its discretion, integrate the Travel Products and related Travel Data (including via API or other data delivery methods), combine and display them with other travel content, promote them on the Omio Platform (e.g. in search results), and facilitate bookings and Travel Sales.
2.2 Omio may assign, transfer or sublicense its rights and obligations under this Agreement to its Affiliates and partners, including for the distribution of Travel Data and the sale of Travel Products via APIs, white-label solutions, booking APIs or similar models. Travel Data may be displayed, and bookings processed on Omio Platform or on third-party platforms operated by such Assignees. Omio shall ensure that its agreements with its Assignees impose obligations equivalent to those owed to Company under this Agreement.
2.3 All booking of Travel Products shall be completed on the Omio Platform in the name of Company and shall be subject to Company’s terms and conditions of carriage. Omio’s terms and conditions shall apply only to Omio’s facilitation of Travel Sales.
2.4 This Agreement grants full access to Company’s inventory, including (i) all current and future Travel Products offered or aggregated by Company, (ii) all Travel Data, (iii) all fares, classes, and routes available to customers booking directly on Company’s platform, and (iv) all features, services, and functionalities available via its API to direct customers, including ticket modifications and seat maps. Any updates, enhancements, or new API functionalities shall be made available to Omio simultaneously and on the same terms.
2.5 This Agreement is non-exclusive, and nothing in this Agreement shall restrict the Omio Group from conducting business with other providers of transportation services and offering their products via the Omio Platform or otherwise.
3. Omio’s Obligations
3.1 Omio shall use commercially reasonable efforts to ensure the proper functioning of the Omio Platform and may use the Travel Data to promote and facilitate the sale of Travel Products. The operation of the Platform - including its algorithms, user settings, search results, channels used, and displayed content - remains at Omio’s sole discretion.
3.2 Omio shall comply with all laws, regulations and standards to the extent that they are applicable to Omio in respect of its activities under this Agreement.
3.3 Omio shall use Company’s ticketing system to issue tickets and send booking confirmations to customers. Omio may modify the tickets, including adding Omio’s branding or enabling e-ticketing solutions. Ticket formats may vary, including printable files, mobile tickets, or confirmation codes, as agreed by the Parties.
3.4 Omio may suspend or remove the Company’s Travel Data from the Omio Platform in the event of, or reasonable suspicion of, a material breach of this Agreement. Where practicable, Omio will notify the Company in advance and work in good faith to resolve the issue. The Travel Data will be reinstated without undue delay once the breach or concern is remedied.
4. Company’s Responsibilities
4.1 Company is responsible for the provision of travel services to customers.
4.2 Company is responsible for ensuring that all Travel Data is accurate, complete and up to date, including ticket offer, pricing, availability, applicable T&C, live updates, product descriptions, and any operational updates such as schedule changes, delays, cancellations or service disruptions. Company is responsible to update the Travel Data on a continuous and timely basis and make it available to the Omio Group at no cost via API or in such other way as Omio may indicate from time to time.
If the Company fails to provide Travel Data in the required format or otherwise in a satisfactory manner, it grants the Omio Group a non-exclusive, royalty-free licence for the Term to access and extract such Travel Data from publicly available sources by automated means solely for the performance of this Agreement, in compliance with applicable law and without circumventing technical protection measures. Company retains ownership of the Travel Data, and Omio retains ownership of its systems and database structures.
For the avoidance of doubt, any intentional failure by Company to make all Travel Data available to Omio Group constitutes a material breach, and Omio retains all contractual and statutory remedies, irrespective of any exercise of the above licence.
4.3 Changes to Company's systems that affect Parties cooperation (incl. any non-backwards compatible changes to its systems affecting the Parties’ cooperation, including APIs or interfaces, such as breaking changes to response structures, changes in authentication method etc) must be notified to Omio in writing at least 6 months in advance of their implementation.
4.4 Company is responsible to comply with all applicable laws, regulations and standards, and represents and warrants it holds and maintains all licences, permits, and authorisations required to operate as a travel provider or aggregator and to perform its obligations under this Agreement.
4.5 Company will not act or express itself publicly in any way that is or is reasonably likely to be regarded as detrimental to Omio. Company will notify Omio of any current or anticipated circumstances which are or are reasonably likely to be relevant for the cooperation of the Parties under this Agreement.
5. Customer Service
5.1 Complaint Management. Omio is responsible for handling complaints relating to its own services and for communicating directly with customers regarding such complaints and their resolution. Furthermore, as applicable in the signed IO, either:
(i) Omio shall also manage complaints relating to Company travel services, provided the necessary customer support tools and channels have been made available by Company. Omio will handle such complaints on Company’s behalf in accordance with Company’s terms and conditions of carriage. For escalated cases, Company shall promptly provide all information required to resolve the matter, including passenger/booking information, and any other reasonably requested information. Any refund or compensation owed shall be credited to Omio in the next invoice, with confirmation sent to [email protected]; or
(ii) Company shall manage all complaints relating to its services and provide Omio with the relevant contact details for customer redirection (e.g. contact form or support email). Company further undertakes to implement a technical solution within a reasonable timeframe enabling Omio to assume complaint management on its behalf.
5.2 Disruption Notifications. If live Travel Data is not made available to Omio, Company shall notify affected Omio customers by email without undue delay of any disruption or change impacting its travel services. Where such disruption results in a refund or other compensation, Company shall credit the applicable amount to Omio in the next invoice and notify Omio at [email protected]. Where the disruption affects available inventory, Company shall also notify Omio of the relevant Travel Data changes at [email protected] without undue delay.
5.3 CS Service Level Agreement. Unless otherwise specified in the IO, Company will ensure an average first response time of 2 hours or less, and an average resolution time of 24 hours or less, in each case measured on a calendar month basis. Company will provide monthly performance reports.
Where APIs and/ or Customer Support Tools are provided to Omio, Company shall ensure a minimum 99% monthly uptime with no unplanned material degradation and a maximum 3-hour resolution time for outages.
If any SLA is missed, Company shall implement and communicate corrective measures and refund and credit in full, within the applicable billing cycle, any bookings adversely affected, including missed change or cancellation requests due to elapsed eligibility periods.
6. Booking Tools and Cancellations
6.1 Company will provide Omio with access to a tool or platform, if available, enabling Omio Customer Support to manage bookings. Company will also maintain a staffed contact channel to handle manual ticket adjustments upon Omio’s request.
6.2 Customers may cancel tickets via the Omio Platform or through Omio’s customer service. Company shall offer a technical solution enabling customers to cancel bookings via the Omio Platform. If such a solution is unavailable, Company must provide an efficient alternative allowing Omio to process cancellations on behalf of customers at no cost to Omio. Upon request, Company shall promptly provide booking invoices to Omio.
6.3 Company shall not charge Omio for bookings that fail due to technical issues, regardless of fault. To the extent technically and commercially feasible, Company will provide, at no cost, an API solution enabling Omio to cancel failed Travel Product bookings. Omio will use reasonable efforts to submit cancellations within one hour of the booking attempt. If an API cancellation fails, Company shall promptly process it upon receipt of log evidence showing the API was contacted for the relevant booking ID. If technical cancellation is not possible, Company shall bear the associated costs.
7. Remuneration, Settlement and Taxes
7.1 Company shall pay Omio the Commission as defined in the applicable Insertion Order. The Commission payable by Company to Omio is exclusive of VAT or any other applicable sales tax. Commission is calculated on the gross ticket price (including VAT) and shall apply to all net transactions concluded during the Term, whether on the Omio Platform or via the Assignees. Net transactions consist of total sales minus cancellations and refunds, but include any cancellation or refund fees as well as ancillary products.
7.2 Omio may determine, at its sole discretion, the currency in which Travel Products are sold and the applicable exchange rate. Omio may charge customers additional service fees, including administration fees for refunds or cancellations and currency conversion fees, and may retain such fees.
7.3 Omio shall be authorised to accept payments for Travel Products and to collect payment from customers through Omio’s payment systems. Payment by customers to Omio (or to any Assignees) shall fully discharge the customers’ payment obligations.
7.4 Settlement procedures
7.4.1 Company shall provide Omio with a Sales Statement for all net sales (total sales less cancellations, refunds, discounts etc. and Commission) in respect of each calendar month no later than the third day of the following calendar month, and send it to [email protected]. Depending on the payment method selected in the applicable IO, settlement shall be carried out exclusively in accordance with either (a) Bank Transfer or (b) VCC:
Bank Transfer Payments. Together with the Sales Statement, Company shall issue a credit note accordingly reflecting Omio’s commission. Omio may set off amounts collected on behalf of Company against Omio’s Commission. Omio shall pay the Sales Statement within thirty (30) days of receipt unless Omio notifies Company of a discrepancy in accordance with this Agreement.
VCC Payments. For the transfer of payment of ticket sales on the Omio Platform from Omio to Company, a unique VCC will be created for each transaction and passed to the Company. The Company shall receive such payment immediately, for each transaction, by making use of the Company’s payment provider to process the VCC. Based on the Sales Statement, Omio will issue an invoice for the Commission amount due to Omio. Company shall pay all invoices within 5 calendar days of receipt unless Omio notifies Company prior to that date of any discrepancy. The invoices shall be paid into the bank account specified by Omio.
7.4.2 Company will provide a monthly report in csv format to Omio with a list of all the unique transaction identifiers that match API information.
7.4.3 If Omio identifies a discrepancy between the number of transactions reported by Company in the Sales Statement and the number of transactions processed by Omio and/or the amount of Commission, Omio shall inform Company of such discrepancy and the Parties shall work together to find a solution. Depending on the payment method selected in the IO, either (a) or (b) shall apply:
Bank Transfer. In the event of discrepancy, Omio shall not be obliged to pay the amounts invoiced in respect of the relevant transactions until the matter is resolved.
VCC payment. In the event of a disputed, unauthorized, or fraudulent charge by Company, Omio reserves the right to initiate a chargeback or refund claim through the VCC issuer. In such a case, Company shall fully cooperate with any investigation and reimburse Omio for the disputed amount within 5 business days.
7.4.4 Upon request, Omio shall issue Company an invoice in accordance with local applicable tax law to the value of Commission earned by Omio, no later than the 3rd day of the following calendar month.
7.5 Company shall maintain complete and accurate records relating to this Agreement during the Term and for at least five years thereafter. Omio may audit such records upon reasonable notice. Any underpayment or overpayment identified shall be settled within ten days of notification, plus (a) interest at the rate of nine (9) percentage points above the German basic rate of interest (Section 288 German Civil Code – BGB) and (b) audit costs.
7.6 Company shall pay all VAT or equivalent taxes due on amounts relating to the sale of Travel Products (other than those charged and retained by Omio). Company remains solely responsible for taxes applicable to the ticket itself.
7.7 Omio shall be entitled to recover Service Chargebacks from Company. Omio shall provide a Chargeback Report during the first week of each calendar month, and Company shall refund the corresponding amounts within seven days of receipt. To the extent permitted by law, Omio retains discretion to reject bookings, including for fraud prevention purposes.
8. Term and Termination
8.1 This Agreement shall commence when both Parties have signed this Agreement and continue for an indefinite period, until terminated by either Party in accordance with this Agreement (“Term”). After the first 12 months have elapsed, either Party may terminate this Agreement by providing 3 months prior written notice to the other. Upon termination of this Agreement, any amounts accrued but unpaid prior to the effective date of termination shall become immediately due and payable.
8.2 If either Party enters liquidation or dissolution, files for bankruptcy or suspension of payments, is declared bankrupt, appoints a receiver or trustee, becomes insolvent, or makes an assignment for the benefit of creditors, the other Party may terminate this Agreement with immediate written notice, without penalty, damages, or indemnity.
8.3 The statutory right to terminate for cause without notice remains unaffected (§§314, 626 BGB). Any termination notice must be in writing to be effective. A change of control (defined as the sale of all or substantially all assets, a merger, consolidation, acquisition, or a transfer of more than 50% of voting shares) shall not constitute grounds for termination.
9. Intellectual Property
9.1 Each Party retains all rights, including intellectual property rights, in its own platform, API, and services. Except as expressly granted under this Agreement, neither Party acquires any rights, title, or interest in the other Party’s platform or intellectual property. Each Party remains responsible for intellectual property infringements arising from its own developments.
9.2 Company hereby grants Omio a non-exclusive, worldwide, royalty-free right and licence during the Term to use the Travel Data and Company’s intellectual property (including but not limited to software, text, data, pictures or photos protected by copyright or other legal protections, trademarks, brand names, logos, and similar rights) for the purpose of fulfilling Omio’s obligations under this Agreement and for marketing purposes, including Omio marketing campaigns and search engine marketing. This includes the right to integrate, display worldwide, transmit, market, and edit the Travel Data, and to compile and advertise statistics. Omio may sublicense these rights to third parties acting on Omio’s behalf and to its Assignees.
9.3 If Omio reasonably determines that Company’s use of the Omio Platform may harm Omio’s brand or reputation, Omio shall notify Company and request corrective action. If the issue is not promptly resolved, Omio may suspend access until the matter is resolved to Omio’s reasonable satisfaction.
10. Liability
10.1 Omio does not warrant the availability of the Omio Platform or its services. In particular, downtime may result from technical issues beyond Omio’s control, and maintenance activities may impair availability. Company shall not be entitled to require that the Omio Platform or services be provided or maintained in a specific condition.
10.2 Omio shall not be liable to Company for loss of profits, loss of business, loss of goodwill, loss of contract, or any special, indirect, or consequential damages, charges, or expenses, to the extent such loss or damage was caused by negligence.
10.3 The total liability of Omio, including its Affiliates and their respective officers, agents, auxiliary persons, and employees, arising out of or in connection with this Agreement shall be limited to the amount of Commission received in the preceding twelve (12) months.
10.4 Omio’s liability for slight negligence shall apply only in the event of a breach of its cardinal duties under this Agreement, being duties essential to the proper performance of the Agreement and on which Company is entitled to rely. In the event of a breach of such cardinal duties, Omio’s liability shall be limited to foreseeable and typical damages as of the date of this Agreement. In all other cases, liability for slight or simple negligence is excluded.
10.5 Nothing in this Agreement shall limit Company’s claims arising from injury to life, body, or health, claims based on fraudulent concealment, claims arising from wilful or grossly negligent conduct by Omio or its statutory representatives, serious organisational fault, or claims under product liability law. Statutory provisions shall apply to such claims.
11. Indemnification
11.1 Company shall indemnify Omio, for itself and on behalf of its Affiliates, against all costs, including legal expenses, incurred as a result of claims made against Omio and/or its Affiliates by customers or other third parties relating to the Travel Products and Company’s travel services, by third parties alleging infringement of third-party rights caused by the Travel Data or additional information provided by Company, or by third parties alleging that Omio’s use of Company’s intellectual property infringes their intellectual property rights.
11.2 Company shall, at no cost, provide Omio with all information reasonably requested for the purpose of Omio’s legal defence and shall support Omio in the defence of such claims.
12. Protection of Personal Data
12.1 Each Party may provide the other with data, including Personal Data. Each Party shall process such Personal Data in accordance with this Agreement and all applicable data protection laws.
12.2 Company acknowledges that it may receive Personal Data categories necessary to facilitate transportation services, for example passenger details such as name, date of birth, ID number, address details, etc. Company agrees to keep all Personal Data strictly confidential, ensure compliance with applicable data protection laws, use Personal Data solely for service provision, implement appropriate technical and organisational safeguards, limit disclosure to transport operators strictly as required for service fulfilment subject to equivalent obligations, promptly notify Omio of any actual or suspected data breach, and securely delete or return Personal Data upon Omio’s request or termination of the relevant services, unless retention is required by law.
12.3 Company has implemented and maintains appropriate technical and organizational measures designed to ensure a level of security appropriate to the risk in accordance with Article 32 GDPR. Such measures include measures for access control and authentication, role based access management, encryption, pseudonymization of personal data where appropriate, logging and monitoring of systems processing personal data, network and system security protections, regular security testing and vulnerability management, staff confidentiality obligations and security training, procedures for incident detection and response, and measures designed to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services.
12.4 Where the EU SCCs apply, the Parties agree to the EU Standard Contractual Clauses (Controller to Processor) in their entirety. The SCCs shall be deemed completed as follows:
12.4.1 Module 1 (Controller to Controller) will apply where the Parties are Independent Data Controllers of Personal Data
(ii) in Clause 7, the optional docking clause will not apply;
(iii) in Clause 9(a), Option 2 “General Written Authorisation” will apply, and the time period for prior notice of Sub- processor changes shall be thirty (30) days;
(iv) in Clause 11, the optional language will not apply;
(v) in Clause 17, Option 1 will apply and will be governed by the laws provided in this Agreement. If the Agreement is not governed by an EEA member state law, then the laws of Germany shall govern;
(vi) in Clause 18(b), disputes shall be resolved before the courts provided in the Agreement. If the Agreement does not provide courts in an EEA Member State, the parties agree to the courts of Berlin;
(vii) Annex I.A of the EU SCCs shall be deemed completed by the company information given in the IO. Annex I.B shall be deemed completed by the description of processing provided under § 12.2 above. Annex II of the EU SCCs shall be deemed completed by § 12.3 above.
(viii) in Annex I.C of the EU SCCs, where the data exporter is established in the EEA shall be the Supervisory Authority with responsibility for ensuring compliance by the data exporter with GDPR as regards the data transfer.
Where the data exporter is not established in the EEA, but is within the territorial scope of application of GDPR in accordance with Article 3(2) and has appointed a representative pursuant to Article 27(1), the Supervisory Authority shall be the member state in which the representative within the meaning of Article 27(1) is established. If the data exporter is not established in the EEA, but falls within the territorial scope of application of GDPR without having to appoint a representative pursuant to Article 27(2), the Bundesbeauftragter für Datenschutz und Informationsfreiheit shall act as the competent Supervisory Authority.
12.5 Nothing in the interpretations in this Section 12 is intended to conflict with either Party's rights or responsibilities under the EU SCCs and, in the event of any such conflict, the EU SCCs shall prevail.
13. Confidentiality
13.1 “Confidential Information” means any information disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”) that is marked confidential or should reasonably be regarded as confidential, including technical, business, financial, and operational information, whether in written, electronic, physical, or oral form, and trade secrets. It excludes information that (a) is or becomes publicly available through no act or omission of the Receiving Party; (b) is disclosed to the Receiving Party by a third party having no obligation of confidentiality with respect thereto; (c) is disclosed with the Disclosing Party’s written consent; or (d) is independently developed by the Receiving Party without use of or reference to Confidential Information.
13.2 The Receiving Party shall keep all Confidential Information strictly confidential, apply the highest standard of care to protect it, and not disclose it to any third party without prior written consent, except as required by law, in which case prior notice and reasonable cooperation (at the disclosing party’s expense) shall be provided where legally permitted. Disclosure to affiliates, external partners, subcontractors, and their relevant personnel (“Persons”) is permitted solely on a need-to-know basis, provided such Persons are informed in writing of the confidentiality obligations and are bound by confidentiality obligations at least as strict as the ones of this Agreement. The Receiving Party may disclose Confidential Information if required by law or legal process, provided it gives prior notice to the Disclosing Party where legally permitted and reasonably cooperates, at the Disclosing Party’s expense, in seeking a protective order.
13.3 All Confidential Information shall remain the Disclosing Party’s property and, upon request or termination, be returned or destroyed, free of charge, subject to statutory retention requirements. Except as necessary to perform this Agreement, the Receiving Party shall not copy, use, reproduce, or commercially exploit Confidential Information without prior written consent.
14. Final Provisions
14.1 Claims against Omio may not be assigned to third parties either in whole or in part.
14.2 Omio reserves the right to unilaterally amend these T&C. Omio will notify Company thirty (30) days before such amendments become effective (the “Notification Period”). Upon expiration of the Notification Period, and provided Company has not terminated the Agreement, the amended T&C will be deemed accepted by Company. Amendments to the IO must be agreed in writing by both Parties. If any one or more provisions in this Agreement is or becomes invalid either in whole or in part, this shall not affect the validity of the remaining provisions.
14.3 The Company’s terms of business shall not apply to this Agreement.
14.4 This Agreement shall be exclusively governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
14.5 The courts of law in Berlin, Germany shall have exclusive jurisdiction for all disputes arising out of this Agreement.
14.6 The Company agrees to comply with the requirements of the Omio Supplier Code of Conduct, as available at https://www.omio.com/supplier-code-of-conduct with effect as of the date of this Agreement.
Exhibit 1 - Definitions
“Affiliates” means Omio’s subsidiaries or other affiliated companies within the Omio Group. Omio Group means Omio Corp. and its Affiliates (such as Rome2Rio Pty Ltd)
“Agreement” means the Insertion Order signed by both Parties, these Omio Transportation Partner Terms and Conditions (“T&C”), including all Exhibits. The terms of the IO shall prevail of these T&C.
“Assignees” means Omio’s distribution partners.
“Chargeback Report” means a report of all Service Chargebacks that were settled against Omio in the previous month.
“Commission” shall be understood as it is defined in Section 7.
“Omio Platform” means the websites and apps of Omio and its Affiliates (including Rome2Rio platform).
“Insertion Order” or “IO” means the written insertion order signed by both Parties setting out the applicable commercial terms of this Agreement.
“Sales Statement” means a statement including a) the total amount of sales and refunds within the relevant month, and b) the total amount of commission due to Omio within the relevant month.
“Service Chargeback” shall mean a charge that is returned from Omio to the payment card after a customer successfully disputes the item corresponding to the price of a Travel Product on their account statement or transactions report due to poor or lack of service performance from Company.
“Term” means the period of validity of this Agreement, beginning on the date of last signature of the IO, and ending upon termination in accordance with Section 8.
“Travel Data” means all data related to the Travel Products, such as live updates, travel product descriptions, name of carrier, price, terms and conditions, changes in schedule, disruptions etc.
“Travel Products” means the inventory of passenger travel products offered or aggregated by Company that is the subject matter of this Agreement.
“Travel Sales” means the sale of the Travel Products on the Omio Platform using the Omio booking and payments systems.
“VAT’’ for the purposes of this Agreement means value added tax within the meaning of Council Directive 2006/112/EC of 28 November 2006 on the common system of value added tax, as amended from time to time, or any equivalent tax under the law of any other jurisdiction.
“VCC” means virtual credit card.