Agency Terms & Conditions

1. Definitions

In this Agreement, unless the context requires otherwise:

• “GIORIZZ” means GIORIZZ S.r.l., a company incorporated under the laws of the Italian Republic, operating a global luxury chauffeur and ground transportation platform.
• “Partner” or “Agency” means the legal entity identified during onboarding that enters into this Agreement to access GIORIZZ B2B services.
• “End Client” or “Passenger” means the individual who receives chauffeur services arranged by the Partner through the GIORIZZ platform.
• “Net Rate” means the wholesale price quoted by GIORIZZ to the Partner, exclusive of any markup the Partner may apply to its End Clients.
• “Service” means any chauffeur, transfer, tour, or ground transportation service delivered through the GIORIZZ platform.
• “Platform” means the GIORIZZ website, agency portal, APIs, and related digital infrastructure.
• “Credit Facility” means a pre-approved credit line extended by GIORIZZ to the Partner for post-pay invoicing.
• “Booking” means a confirmed reservation for a Service placed by the Partner through the Platform.

2. Scope of Partnership

This Agreement governs the commercial relationship between GIORIZZ and the Partner for the provision of luxury ground transportation services worldwide. The Agreement applies to all Partner types, including but not limited to:

• Hotels and resorts
• Retail and online travel agencies
• Destination management companies (DMCs)
• Tour operators (inbound and outbound)
• Corporate travel management companies (TMCs)
• Aviation brokers (private jet and helicopter charter)
• Luxury concierge and lifestyle management firms
• Family offices and private wealth advisors
• Wedding, event, and conference planners
• Yacht brokers and luxury marine service providers

The Partner acknowledges that GIORIZZ operates a global network and that specific service availability, vehicle classes, and pricing may vary by region.

3. Net Rate Model & White-Label

3.1 Wholesale Pricing. GIORIZZ provides Services to the Partner at Net Rates. The Partner may apply its own markup when reselling to End Clients. GIORIZZ has no visibility into or claim over the Partner’s retail pricing.

3.2 White-Label Service. GIORIZZ operates as an invisible supplier. The chauffeur will present as the Partner’s own service provider unless otherwise agreed. Name boards, communication, and branding can be customised through the agency portal.

3.3 Volume Discounts. Partners may qualify for tiered volume discounts based on completed bookings within rolling 90-day windows:

Exact thresholds and discount percentages are published in the agency portal wallet section and may be updated by GIORIZZ with 30 days’ notice. Per-agency manual overrides may be agreed in writing and take priority over system-calculated tiers.

3.4 Rate Validity. Quoted Net Rates are valid for 48 hours unless otherwise specified. Once a Booking is confirmed, the quoted rate is locked and will not change except in cases of Service modifications requested by the Partner.

4. Booking Procedures

4.1 Booking Channels. Bookings may be placed via the GIORIZZ agency portal, API integration, or authorised email/phone channels as agreed during onboarding.

4.2 Booking Confirmation. A Booking becomes binding upon written confirmation from GIORIZZ (email or portal notification). Submission of a booking request does not constitute confirmation.

4.3 Required Information. The Partner must provide complete and accurate booking details, including:

• Passenger name(s) and contact number
• Pickup and drop-off addresses (with landmarks or access instructions where applicable)
• Date, time, and timezone
• Flight/train details for airport or station transfers
• Special requirements (child seats, wheelchair accessibility, luggage volume)
• Vehicle class preference

4.4 Accuracy Responsibility. The Partner bears full responsibility for the accuracy of booking information. Errors in passenger details, addresses, or timing that result in service failures or additional costs are the Partner’s liability.

5. Service Standards & Fleet

5.1 Vehicle Standards. All vehicles in the GIORIZZ network are premium class (E-Class or equivalent and above), black exterior, fully insured, and maintained to the highest standards. Specific vehicle classes available include Business Sedan, Business Van, First Class, SUV, Luxury, and Sprinter/Minibus.

5.2 Chauffeur Standards. All chauffeurs are professionally licensed, background-checked, and trained in luxury hospitality standards. Chauffeurs adhere to a strict dress code and code of conduct.

5.3 Complimentary Waiting Time. The following waiting times are included at no additional charge:

• Airport pickups: 60 minutes from the scheduled landing time (automatically adjusted for flight delays)
• Train station pickups: 30 minutes from scheduled arrival
• All other pickups: 15 minutes from the confirmed pickup time

Additional waiting time beyond the complimentary period is charged at the applicable hourly rate, prorated per 15-minute block.

5.4 Meet & Greet. For airport transfers, the chauffeur will be present in the arrivals hall with a name board displaying the passenger’s name (or an alternative name/logo specified by the Partner).

6. Payment Terms

6.1 Accepted Methods. All transactions must be cashless. Accepted payment methods include:

• Credit or debit card (pre-authorised at booking)
• Wire transfer (SEPA or international SWIFT)
• Credit Facility (post-pay invoicing, subject to approval)

6.2 Credit Facility. Upon approval, Partners may access a pre-agreed credit limit for post-pay operations. Bookings placed on credit reduce the available balance in real time. Credit limits are reviewed periodically and may be adjusted based on payment history and volume.

6.3 Invoicing Cycle. Invoices are generated bimonthly (1st and 16th of each month) covering all completed Services in the preceding period. Invoices are issued electronically via the agency portal and email.

6.4 Payment Due Date. Payment is due within 14 calendar days from invoice issuance, unless a different billing cycle has been agreed in writing.

6.5 Late Payment. Invoices not settled within the agreed period will be flagged as overdue. GIORIZZ reserves the right to:

• Suspend the Partner’s Credit Facility and require pre-payment for new bookings
• Apply late payment interest at the rate permitted by Directive 2011/7/EU (European Late Payment Directive) or applicable local law
• Withhold future volume discount entitlements until all overdue amounts are settled

6.6 Currency. Net Rates are quoted in EUR unless otherwise agreed. Exchange rate risk for non-EUR transactions is borne by the Partner.

6.7 Taxes. Net Rates are exclusive of VAT/GST/sales tax unless explicitly stated. The Partner is responsible for any applicable local taxes on its resale to End Clients.

7. Cancellation & Modification Policy

7.1 Cancellation by the Partner. The following cancellation windows apply to standard ground transportation Bookings:

7.2 Modifications by the Partner. Changes to date, time, route, or vehicle class are handled as follows:

• 4 hours or more before pickup: Modifications are processed immediately and free of charge, subject to availability. Price adjustments may apply if the modified Service differs from the original. The Partner may also cancel free of charge within this window.
• Less than 4 hours before pickup: Modification requests are subject to availability and GIORIZZ confirmation. If GIORIZZ cannot accommodate the change, the original Booking remains unchanged. If the Partner cancels a Booking within this window, the full cancellation charge (100% of the Net Rate) applies.

7.3 Cancellation by GIORIZZ. GIORIZZ may cancel a confirmed Booking only in cases of force majeure (see Section 14) or where continuing the Service would pose a safety risk. GIORIZZ may exercise this right up to 12 hours before the scheduled pickup time. In such cases, GIORIZZ will use commercially reasonable efforts to provide an alternative vehicle or chauffeur. If no alternative is available, the full Net Rate will be refunded.

7.4 Cancellation by Chauffeur Partner. The chauffeur partner assigned to execute the Service may cancel an accepted Booking more than 24 hours before pickup without penalty. If a chauffeur partner cancels within 24 hours of pickup, the chauffeur partner bears the full cost of the accepted trip price payable to GIORIZZ. In all cases, GIORIZZ will use commercially reasonable efforts to reassign the Booking to another qualified chauffeur at no additional cost to the Partner. An exception applies to emergency or last-minute Bookings: if a chauffeur partner accepts a Booking with very short notice and subsequently cancels, no penalty is applied, given the exceptional nature of the assignment.

7.5 Aviation & Special Requests. For aviation brokers coordinating ground transfers in connection with private jet or helicopter charters, cancellation and modification windows may be adjusted by separate written agreement to account for the unpredictable nature of private aviation scheduling.

8. Liability & Insurance

8.1 GIORIZZ Liability. GIORIZZ ensures that all vehicles operating under its platform carry comprehensive liability insurance meeting or exceeding the requirements of the jurisdiction in which the Service is performed. This includes:

• European Union: Minimum coverage per Directive 2009/103/EC (Motor Insurance Directive), typically EUR 1,220,000 per victim for personal injury and EUR 1,220,000 per claim for property damage, or higher as required by member state law
• United Kingdom: Coverage per the Road Traffic Act 1988, with unlimited liability for personal injury
• United States: Minimum coverage per applicable state law (varies by state; typically USD 750,000 – 1,500,000 combined single limit for commercial livery)
• United Arab Emirates: Coverage per Federal Law No. 21 of 1995 (Traffic Law) and applicable emirate-level regulations
• Other jurisdictions: Coverage meeting or exceeding local mandatory minimums for licensed private hire/chauffeur operations

8.2 Limitation of Liability. To the maximum extent permitted by law, GIORIZZ’s total aggregate liability under this Agreement shall not exceed the total Net Rate amounts paid by the Partner to GIORIZZ in the 12 months preceding the claim. GIORIZZ shall not be liable for indirect, incidental, consequential, or punitive damages, including loss of profits, revenue, or business opportunity.

8.3 Partner Liability. The Partner is liable for:

• Inaccurate booking information that leads to service failures
• Damage to vehicles caused by End Clients during the Service
• Any claims arising from the Partner’s own marketing, pricing, or misrepresentation of Services to End Clients
• Compliance with applicable consumer protection laws in the Partner’s jurisdiction of operation

8.4 Indemnification. Each party agrees to indemnify and hold harmless the other party from and against any claims, damages, losses, and expenses arising from a breach of this Agreement or the indemnifying party’s negligence or wilful misconduct.

9. Data Protection & GDPR

9.1 Joint Obligations. Both parties commit to processing personal data in compliance with:

• GDPR (EU Regulation 2016/679) for data subjects in the European Economic Area
• UK GDPR (Data Protection Act 2018) for data subjects in the United Kingdom
• CCPA/CPRA (California Consumer Privacy Act / California Privacy Rights Act) for California residents
• LGPD (Lei Geral de Proteção de Dados) for data subjects in Brazil
• PDPA and equivalent laws in Asia-Pacific jurisdictions where Services are delivered
• Any other applicable data protection legislation in the jurisdictions where Services are performed

9.2 Data Processing Agreement (DPA). A separate DPA, compliant with Article 28 GDPR, governs the handling of passenger personal data shared between GIORIZZ and the Partner. The DPA is incorporated by reference into this Agreement and must be accepted during onboarding. The DPA addresses:

• Subject matter, duration, nature, and purpose of the processing
• Categories of data subjects and types of personal data processed
• Sub-processor list: GIORIZZ uses the following sub-processors to deliver Services: Stripe (payments), Supabase/AWS (database and authentication), Resend (transactional email), Twilio (SMS notifications), Vercel (hosting), and Cloudflare (security/CDN). The current sub-processor list is maintained in the Privacy Policy and the Partner will be notified of changes with 30 days’ notice
• Audit rights: The Partner may request, no more than once per year, a written summary of GIORIZZ’s technical and organisational measures, or appoint a qualified independent auditor to verify compliance (at the Partner’s expense, with reasonable notice)
• Data return and deletion: Upon termination of this Agreement, GIORIZZ will, at the Partner’s election, return or securely delete all Partner personal data within 30 days, except where retention is required by applicable law
• Breach assistance: GIORIZZ will assist the Partner in fulfilling data subject requests (access, rectification, erasure, portability) and in meeting breach notification obligations

9.3 Data Minimisation. The Partner shall share only the minimum personal data necessary for GIORIZZ to perform the Service (passenger name, pickup/drop-off, contact number, flight details). Sensitive personal data (health conditions, religious preferences, etc.) should only be shared when strictly relevant to the Service (e.g., wheelchair accessibility).

9.4 Data Breach Notification. Each party shall notify the other within 72 hours of becoming aware of any personal data breach affecting data processed under this Agreement, in compliance with Article 33 GDPR.

9.5 International Transfers. Where passenger data is transferred outside the EEA, appropriate safeguards shall be in place. GIORIZZ uses the following transfer mechanisms:

• EU to US/non-adequate countries: EU Standard Contractual Clauses (SCCs) per Commission Implementing Decision (EU) 2021/914
• UK transfers: UK International Data Transfer Agreement (IDTA) or UK Addendum to EU SCCs, as approved by the ICO
• Swiss transfers: EU SCCs with the Swiss-specific modifications recommended by the FDPIC
• Brazil transfers: ANPD Standard Contractual Clauses (in force since August 2025) for data originating from Brazilian data subjects under the LGPD
• Adequacy decisions: Where the European Commission, UK Government, or other relevant authority has issued an adequacy decision for the destination country, transfers may proceed without additional safeguards

The Partner is responsible for ensuring that any onward transfer of passenger data to its own sub-processors or affiliates outside the EEA complies with equivalent transfer mechanism requirements.

10. Confidentiality

10.1 Confidential Information. Each party agrees to keep confidential all non-public information received from the other party, including but not limited to: Net Rates, volume discount terms, client lists, booking data, system credentials, API keys, and business strategies.

10.2 Permitted Disclosure. Confidential information may be disclosed only to employees, agents, or subcontractors who need to know the information to perform obligations under this Agreement and who are bound by equivalent confidentiality obligations.

10.3 Duration. Confidentiality obligations survive termination of this Agreement for a period of 3 years.

11. Intellectual Property

11.1 GIORIZZ IP. All trademarks, logos, software, and content on the GIORIZZ Platform remain the exclusive property of GIORIZZ S.r.l. The Partner is granted a limited, non-exclusive, revocable licence to use GIORIZZ branding materials solely for the purpose of reselling Services under this Agreement.

11.2 White-Label Branding. The Partner may customise the passenger-facing experience with its own branding (name boards, confirmation emails, etc.) through the agency portal. This does not transfer any IP rights to the Partner.

11.3 Restrictions. The Partner shall not reverse-engineer, decompile, or attempt to extract the source code of any GIORIZZ software, nor use GIORIZZ trademarks in any manner that could cause confusion or dilute the GIORIZZ brand.

12. Regulatory Compliance

The Partner acknowledges that ground transportation services are subject to local licensing, permits, and regulatory requirements that vary by jurisdiction. GIORIZZ ensures compliance in the following key markets:

12.1 European Union

• Licensed private hire vehicles per national transposition of EU passenger transport directives
• Compliance with Regulation (EC) No 1071/2009 (road transport operator licensing) where applicable
• Driver working time compliance per Directive 2002/15/EC
• Vehicle roadworthiness per Directive 2014/45/EU (periodic technical inspections)

12.2 United Kingdom

• Private Hire Vehicle (PHV) licensing per the Private Hire Vehicles (London) Act 1998 and Local Government (Miscellaneous Provisions) Act 1976
• Transport for London (TfL) operator and driver licensing for London operations
• DBS (Disclosure and Barring Service) checks for all UK-based chauffeurs

12.3 United States

• State-level Transportation Network Company (TNC) or limousine/livery licensing
• Commercial driver licensing and vehicle registration per state DOT requirements
• Federal Motor Carrier Safety Administration (FMCSA) compliance where applicable
• ADA (Americans with Disabilities Act) accessibility compliance

12.4 Middle East (UAE, Saudi Arabia, Qatar)

• Roads and Transport Authority (RTA) licensing for Dubai operations
• Department of Transport (DoT) permits for Abu Dhabi operations
• Saudi Public Transport Authority (PTA) licensing
• Compliance with local labour and employment visa requirements for chauffeurs

12.5 Asia-Pacific

• Land Transport Authority (LTA) licensing for Singapore operations
• Local private hire licensing per applicable national and municipal laws
• Right-hand/left-hand drive compliance per jurisdiction

12.6 Partner Obligations. The Partner is responsible for compliance with all laws and regulations applicable to its own business operations, including but not limited to: travel agency licensing, consumer protection, anti-money laundering, and tax obligations in its jurisdiction of incorporation and operation.

13. Anti-Bribery & Anti-Corruption

Both parties represent and warrant that they will comply with all applicable anti-bribery and anti-corruption laws, including but not limited to:

• The Italian Anti-Corruption Law (Law No. 190/2012) and Legislative Decree 231/2001
• The UK Bribery Act 2010
• The US Foreign Corrupt Practices Act (FCPA)
• The OECD Convention on Combating Bribery

Neither party shall offer, promise, give, or accept any bribe, kickback, or improper payment in connection with this Agreement.

14. Force Majeure

Neither party shall be liable for failure to perform obligations under this Agreement to the extent caused by events beyond reasonable control, including but not limited to: natural disasters, pandemics, war, terrorism, government actions, civil unrest, strikes, severe weather, volcanic eruptions, air traffic control restrictions, airport closures, or infrastructure failures.

The affected party shall notify the other party promptly and use commercially reasonable efforts to mitigate the impact. If a force majeure event continues for more than 60 days, either party may terminate affected Bookings without penalty.

15. Aviation-Specific Terms

The following additional terms apply to aviation broker Partners coordinating ground transfers in connection with private jet, helicopter, or air charter services:

15.1 Hold Harmless. The Partner acknowledges that GIORIZZ provides ground transportation only. GIORIZZ accepts no liability for aviation operations, flight delays, diversions, or incidents related to air transport. The Partner shall hold GIORIZZ harmless from any claims arising from aviation activities.

15.2 Flexible Scheduling. GIORIZZ acknowledges the dynamic nature of private aviation and will accommodate reasonable schedule changes (departure time adjustments, airport changes within the same metropolitan area) where operationally feasible, subject to availability.

15.3 Tarmac Access. Where the Partner requires tarmac-side or FBO (Fixed Base Operator) pickup, the Partner is responsible for arranging and confirming access permissions. GIORIZZ will comply with all applicable airport security and access protocols.

16. Term & Termination

16.1 Term. This Agreement commences on the date of the Partner’s acceptance during onboarding and continues indefinitely unless terminated in accordance with this section.

16.2 Termination for Convenience. Either party may terminate this Agreement with 30 calendar days’ written notice to the other party.

16.3 Termination for Cause. Either party may terminate immediately upon written notice if the other party:

• Commits a material breach that is not remedied within 14 days of written notice
• Becomes insolvent, enters liquidation, or ceases to carry on business
• Is found to have violated anti-bribery, anti-corruption, or data protection laws

16.4 Effects of Termination. Upon termination:

• All confirmed Bookings with a pickup date after the termination effective date may be cancelled without charge (subject to End Client arrangements being the Partner’s responsibility)
• All outstanding invoices remain payable in full
• The Partner must cease using GIORIZZ branding materials and API access within 7 days
• Sections 8 (Liability), 9 (Data Protection), 10 (Confidentiality), and 11 (Intellectual Property) survive termination

17. Dispute Resolution

17.1 Amicable Resolution. The parties shall first attempt to resolve any dispute arising from this Agreement through good-faith negotiation between designated representatives.

17.2 Mediation. If the dispute is not resolved within 30 days of the initial written notice, either party may refer the matter to mediation administered by the Camera Arbitrale di Milano (Milan Chamber of Arbitration).

17.3 Arbitration. If mediation fails within 60 days, the dispute shall be finally settled by arbitration under the Rules of the Camera Arbitrale di Milano. The arbitration shall be conducted in English, with the seat of arbitration in Milan, Italy. The arbitral award shall be final and binding.

17.4 Injunctive Relief. Nothing in this section prevents either party from seeking injunctive or other equitable relief from a court of competent jurisdiction to protect its intellectual property or confidential information.

18. Governing Law

This Agreement is governed by and construed in accordance with the laws of the Italian Republic, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

19. General Provisions

19.1 Entire Agreement. This Agreement, together with the Data Processing Agreement and any addenda executed by the parties, constitutes the entire agreement between GIORIZZ and the Partner and supersedes all prior negotiations, representations, or agreements relating to its subject matter.

19.2 Amendments. GIORIZZ may amend these Terms with 30 days’ written notice. Continued use of the Platform after the notice period constitutes acceptance. Material changes affecting pricing or payment terms require the Partner’s written consent.

19.3 Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except in connection with a merger, acquisition, or sale of substantially all assets.

19.4 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

19.5 Waiver. Failure by either party to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision.

19.6 Notices. All notices under this Agreement shall be in writing and sent to the email address registered in the agency portal. Notices are deemed received upon confirmed delivery.

19.7 Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship (in the legal sense) between the parties.

19.8 Language. This Agreement is executed in English. In the event of any translation, the English version shall prevail.

20. Contact

For questions about these Agency Terms & Conditions:

• GIORIZZ S.r.l.
• B2B Partnerships: partners@giorizz.com
• Legal: info@giorizz.com
• Data Protection: info@giorizz.com
• Website: giorizz.com