This is the standard text of the Green Bus Sales Agent Agreement, version 2.10. Words in [square brackets] are filled with each sales agent's own details and commission rate when the agreement is accepted electronically in the Sales agent portal. The English text prevails where the two texts differ.
This Sales Agent Agreement (the "Agreement") is entered into between Green Bus Company For steering vehicles (شركة جرين باص لتوجية المركبات), a limited liability company, Commercial Registration (unified) No. 7042283494 (formerly No. 1009124426), holder of Transport General Authority (TGA) brokerage licence No. 28/00000147 and Ministry of Tourism travel and tourism services licence No. 73219837 (Travel and Tourism Agency; electronic platform), Riyadh, Kingdom of Saudi Arabia ("Green Bus"), and [Sales agent name], [city], mobile [phone] (the "Agent"). Each a "Party", together the "Parties".
Green Bus appoints the Agent, on a non-exclusive basis, to sell intercity bus tickets and packages offered on Green Bus platforms, exclusively through the Green Bus agent application. Green Bus is a licensed booking intermediary (broker); the Agent is an independent sales point and is not a carrier, broker, employee, partner or joint venturer of Green Bus, and shall not present itself as such. The appointment is non-exclusive and confers no guarantee of any minimum volume of sales, bookings or commission. Green Bus reserves the right to appoint other agents, to sell directly through any channel, and to add, change, suspend or withdraw any route, platform, package, price or the Application at its sole discretion and without liability to the Agent.
The Agent shall: (a) sell only at the prices shown in the application, with no surcharge, fee or markup of any kind charged to the customer; (b) enter accurate customer and passenger details in the Application: the customer's name and mobile number, each passenger's name and identity number and, only where the customer chooses to provide it, the customer's email address, to which the Application sends the ticket; (c) hand over or display the electronic ticket issued by the Application, and not represent to any customer that a sale made through the Agent earns Green Points, as such sales do not earn them; (d) hold a valid Saudi commercial registration or freelance licence for its activity, and any other licence, permit or authorisation that a competent authority, including the Ministry of Tourism, requires for it; (e) comply with applicable consumer-protection rules and the regulations of the Transport General Authority and the Ministry of Tourism in its dealings with customers; (f) comply with all applicable anti-bribery, anti-money-laundering, anti-commercial-concealment (anti-tasattur) and sanctions laws; (g) keep its payment card, Sales agent portal credentials and devices secure, and not permit any third party to access or use its account; (h) not sub-appoint, delegate, subcontract or assign its role, or act through any sub-agent; and (i) comply with all reasonable policies, operating procedures and instructions notified by Green Bus from time to time. A ticket is valid for travel only when Green Bus has received payment for it in full; the Agent shall not hand over, or represent as valid, any ticket the Application shows as unpaid or not valid.
Sales are prepaid to Green Bus at the moment of booking through one of two models chosen per sale: (A) "Charge my card" — the Agent pays the full fare by card through Green Bus's payment gateway at the time of the sale and collects the equivalent cash from the customer; or (B) "Customer pays" — the customer pays directly via payment link / QR. Green Bus does not store the Agent's card: each Model (A) payment is made and authorised by the Agent at the time of the sale. A Model (A) payment is the Agent's payment for a ticket that Green Bus issues on receiving it. The Agent shall not dispute or charge back such a payment with its card issuer for a ticket that was issued; any amount reversed through such a dispute is a debt owed by the Agent to Green Bus, together with any dispute fee charged to Green Bus, which Green Bus may recover by set-off against any amount due to the Agent or by demand. Green Bus never holds Agent cash and the Agent never owes Green Bus money in the ordinary course.
Green Bus shall pay the Agent a commission of [commission % per your Schedule A] of the price the customer paid, less any amount refunded (including any VAT contained in the fare), for each completed sale made by the Agent, at the commission rate in force when the sale was made. Commission accrues in the application and is settled by bank transfer to the Agent's verified IBAN in the weekly Settlement Run held every Tuesday under Section 14. No settlement is made without a verified IBAN, which must be an account held in the Agent's exact legal name as shown in its commercial registration or freelance licence (or, for an individual, in the Agent's own name); Green Bus shall not pay to an account in any other name, whatever instruction it receives. Any change to the IBAN requires Green Bus approval and suspends settlements for 48 hours from approval as an anti-fraud measure. A sale refunded or cancelled in full earns no commission; where a sale is refunded in part, commission is due only on the amount the customer still paid. Commission already credited or paid on an amount that is later refunded, together with any VAT paid on it, is reversed and may be deducted under Section 14.4. The commission is the Agent's sole and entire remuneration under this Agreement, and the Agent is not entitled to any other fee, reimbursement or expense. Green Bus may set off or deduct from any commission or other sum payable to the Agent any amount the Agent owes to Green Bus, including reversed commissions, amounts unduly obtained and any sums recoverable under clause 8 or clause 10. Where Green Bus receives from the Transport General Authority, the Ministry of Tourism or any other authority a notice, violation record, inspection report or decision concerning a sale made by the Agent or the Agent's dealings with a customer, for which the Agent may be responsible under clause 7 or clause 10, Green Bus may withhold from any commission or other sum payable to the Agent, including any reserve due for release under Section 13, the fine or penalty stated in it or, where none is stated, Green Bus's reasonable estimate of it (not exceeding what the authority's published schedule of violations and penalties allows for that violation, where one exists), together with its reasonable estimate of the costs of responding, until the matter is finally resolved. Green Bus shall inform the Agent in writing of the amount withheld and the reason, and shall, within ten (10) Working Days after the final resolution, release any amount not applied.
Each Party bears its own zakat and tax obligations. The commission is exclusive of value added tax. If the Agent is registered for VAT and has given Green Bus its VAT registration number, Green Bus pays VAT at the applicable rate on the commission in addition to it, and the Agent agrees that Green Bus may issue self-billed tax invoices for the commission on the Agent's behalf; if the Agent is not registered for VAT, no VAT is added. The Agent is responsible for its own registrations, invoices and filings relating to its commission income.
Customer data entered or received through the Application shall be used by the Agent solely to complete the sale and deliver the ticket, in compliance with the Saudi Personal Data Protection Law and its Implementing Regulations (the "PDPL"). The Agent shall enter a customer's email address only where the customer provides it to receive the ticket; Green Bus uses it only to send the ticket and service messages about that booking and to let the customer retrieve the booking. The Agent shall not copy, retain, sell or use customer data for its own marketing or any other purpose without the customer's lawful consent. As between the Parties, the Agent is responsible as an independent data controller for its own processing of personal data and shall implement appropriate technical and organisational measures to protect it. The Agent shall notify Green Bus without undue delay, and in any event within twenty-four (24) hours, of becoming aware of any actual or suspected personal data breach affecting customer data, and shall cooperate with Green Bus and the competent authority. The Agent shall keep Green Bus's commercial, pricing, technical and business information confidential, use it only to perform this Agreement, and return or destroy it on termination. The Agent shall indemnify Green Bus against any loss, fine or penalty arising from the Agent's breach of this clause. This clause survives termination.
Fictitious or self-dealing bookings, manipulation of commissions, promotions or Green Points, resale above platform price, or any misuse of the application entitle Green Bus to immediately suspend the Agent, withhold related commission, and recover amounts unduly obtained, without prejudice to other legal remedies.
Green Bus may suspend or restrict the Agent's access to the Application at any time, with or without notice, during any investigation of suspected breach, fraud or misuse, or where required by law or by a competent authority. Green Bus may terminate this Agreement immediately by notice, and without liability, if the Agent: (a) breaches this Agreement and, where the breach is capable of remedy, fails to remedy it within seven (7) days of notice; (b) commits, or is on reasonable grounds suspected of, fraud or misuse under clause 8; (c) ceases to hold a valid Saudi commercial registration or freelance licence or any required authorisation; (d) becomes insolvent or bankrupt or ceases to carry on business; or (e) does anything that in Green Bus's reasonable opinion damages, or is likely to damage, Green Bus's reputation, licence or relationship with the Transport General Authority. Green Bus may terminate this Agreement for convenience on thirty (30) days' notice. The Agent may terminate this Agreement on thirty (30) days' notice through the Application or registered contact details. On termination or expiry: (i) the Agent shall immediately cease selling and cease all use of the Application and the Green Bus name and marks; (ii) accrued undisputed commission is paid in the next settlement cycle after lawful deductions, set-off, any withholding under Section 5 and release of any applicable reserve; and (iii) clauses relating to data, confidentiality, indemnity, liability, set-off, withholding and governing law survive.
The Agent shall indemnify, defend and hold harmless Green Bus, its affiliates and their officers and employees against all claims, losses, damages, fines, penalties, costs and expenses (including reasonable legal fees) arising out of or in connection with: (a) the Agent's breach of this Agreement or of any applicable law; (b) any surcharge, fee, misrepresentation or statement made by the Agent to any customer; (c) any unauthorised use or disclosure of customer data or confidential information by the Agent; (d) any claim that the Agent is an employer, partner, carrier or broker of or with Green Bus; and (e) any tax, zakat or regulatory liability arising from the Agent's activities. Green Bus acts solely as a licensed booking intermediary; it is not the carrier and is not responsible for the operation, safety, timing or performance of any transport service, which is the sole responsibility of the operating carrier. The Application and related services are provided on an "as is" and "as available" basis. Subject to the following sentence, Green Bus's aggregate liability to the Agent under or in connection with this Agreement shall not exceed the total commission paid to the Agent in the three (3) months immediately preceding the event giving rise to the claim, and neither Party shall be liable for any indirect or consequential loss or for loss of profit, revenue, goodwill or anticipated savings. Nothing in this Agreement limits either Party's liability for fraud, or limits the Agent's liability under the indemnity in this clause, under clause 7 (Customer Data & Confidentiality), or for any amount owed to or recoverable by Green Bus under this Agreement. A copy of any notice, violation record, inspection report or decision described in Section 5, together with Green Bus's written statement of the amount paid or payable, is sufficient evidence of the fine, penalty or sanction, of its amount and that it resulted from the Agent's acts or omissions, unless the Agent proves otherwise.
Green Bus may amend this Agreement or commission rates with prior notice through the application or by email; a reduction in the Agent's commission rate takes effect no earlier than thirty (30) days after that notice and applies only to sales made after it takes effect. The Agent's continued selling after the effective date constitutes acceptance of the amended terms; otherwise the Agent may terminate under clause 9.
This Agreement is governed by the laws of the Kingdom of Saudi Arabia, and disputes are subject to the competent courts and committees of Riyadh. It is issued in Arabic and English; the English text prevails in case of discrepancy. This Agreement is accepted electronically: acceptance through an OTP-verified session in the Sales agent portal is a valid electronic signature under the Saudi Electronic Transactions Law. The Agent warrants that the person who accepts this Agreement is the Agent, its owner, a manager registered in its commercial registration, or an attorney under a valid power of attorney, and is authorised to bind the Agent. The Application records who accepted, in what capacity, when and from where, and sends a copy of the acceptance to the person who accepted and, where different, to the Agent's owner; the Agent shall notify Green Bus within seven (7) days of receiving that copy if the acceptance was not authorised. The Agent's use of the Application after acceptance, including making sales or accepting any settlement, confirms and ratifies the acceptance. The Application's electronic records, including bookings, payments, boarding scans, acceptances, notices and settlement statements, are evidence of their contents unless the contrary is proven.
This Section supersedes any conflicting wording in Section 4 (Payment Models & Card on File). "Agent" means the selling agent contracted by Green Bus to sell tickets. 13.1 Every Agent begins on the payment-link model: the passenger pays by card or STC Pay through a link the Agent generates, and any refund returns to the passenger's own payment method. 13.2 The cash model, under which the card the Agent pays with at the time of each sale is charged and the Agent collects cash from the passenger, is available only with Green Bus's prior written approval, which may be withheld, limited or withdrawn at Green Bus's discretion. 13.3 On the cash model: (a) Green Bus withholds a rolling reserve from the Agent's gross cash-model sales at the reserve percentage in effect, releasing each withheld amount after the holding period in effect; (b) the Agent's aggregate unsettled cash-model bookings shall not exceed the cash ceiling in effect, and bookings above that ceiling are declined automatically; (c) the reserve percentage, holding period and cash ceiling in effect are those displayed in the Sales agent portal; Green Bus may set them per Agent and vary them at its discretion, with variations applying to bookings made after the change; the Agent's current reserve balance, release dates and ceiling utilisation are displayed in the portal at all times; (d) refunds on cash-model bookings return to the card with which the Agent paid for the booking, and the Agent shall refund the passenger in cash promptly, and in any event within three (3) Working Days of the cancellation, and evidence that refund on request; the Agent alone is responsible to the passenger for that cash refund, and shall indemnify Green Bus against any claim by a passenger for a cash refund the Agent has not paid. 13.4 Green Bus may suspend the cash model immediately and withhold pending payouts where fraud indicators arise on the Agent's activity, pending investigation.
This Section supersedes any conflicting settlement-timing wording elsewhere in this Agreement, including in Section 5 (Commission & Settlement). 14.1 Green Bus shall run a settlement each week on Tuesday (a "Settlement Run"). If a Tuesday is not a Working Day, that week's Settlement Run is held on the next Working Day. Each Settlement Run covers the Agent's commission on completed paid sales (net of refunds) whose journeys were completed at least three (3) Working Days before the date of that Run (a "Working Day" being Sunday to Thursday in the Kingdom, excluding public holidays). 14.2 Commission on journeys not yet completed, or completed within the three-Working-Day window, carries forward to the next Settlement Run. 14.3 Payment is made by bank transfer to the Agent's verified IBAN, accompanied by an itemised statement listing each booking reference, fare and commission. No settlement is made without a verified IBAN, and IBAN changes remain subject to the approval and 48-hour hold in Section 5. 14.4 Where a sale is refunded or cancelled after its commission has been settled to the Agent, Green Bus may deduct the reversed commission from the next Settlement Run or Runs. 14.5 Amounts withheld as rolling reserve under Section 13 are released in accordance with the holding period in effect and are independent of the timing in this Section. Commission is settled only on sales whose payment Green Bus has received and reconciled with the payment gateway; a sale held by Green Bus's payment reconciliation is excluded until it is released. This Section 14 is without prejudice to Green Bus's rights of set-off, deduction and withholding under this Agreement.
This Agreement commences on the date the Agent accepts it electronically and continues until terminated in accordance with clause 9. Green Bus may make the Agent's continued access to the Application conditional on the Agent maintaining a valid Saudi commercial registration or freelance licence and a verified IBAN.
All intellectual property rights in the Application, the Green Bus platforms and the Green Bus name, logo, trademarks and content remain the exclusive property of Green Bus. Green Bus grants the Agent a limited, non-exclusive, non-transferable and revocable licence to use the Application and the Green Bus name solely to perform this Agreement and in accordance with Green Bus's brand guidelines. The Agent shall not: (a) use the Green Bus name or marks except as expressly permitted; (b) register or attempt to register any similar name, mark or domain; or (c) copy, modify, reverse-engineer or create derivative works of the Application. This licence ends immediately on termination.
The Agent represents and warrants, on the date of acceptance and on a continuing basis, that: (a) it has full authority to enter into and perform this Agreement; (b) it holds and will maintain a valid Saudi commercial registration or freelance licence and all authorisations required for its activity; (c) it and its personnel will comply with all applicable laws, including consumer-protection rules and Transport General Authority regulations; and (d) it is not insolvent and is aware of no circumstance likely to impair its performance.
The Agent shall comply with all applicable anti-bribery and anti-corruption laws of the Kingdom of Saudi Arabia and shall not offer, give, solicit or accept any bribe or improper payment. The Agent shall comply with applicable anti-money-laundering laws and the Anti-Commercial Concealment Law, and warrants that it operates its business for its own account and is not a front for any undisclosed party. The Agent shall not be, and shall not act for, any party subject to applicable sanctions. Breach of this section entitles Green Bus to terminate immediately under clause 9 and to recover any resulting loss.
The Agent shall keep accurate records of its sales, refunds and dealings with customers under this Agreement for at least the period required by law. Green Bus may, on reasonable notice, audit or request copies of those records to verify compliance with this Agreement and applicable law, and the Agent shall cooperate with any such audit.
Neither Party is liable for any failure or delay in performance (other than a payment obligation) caused by an event beyond its reasonable control, including acts of God, outages, telecommunications or payment-system failures, government action or changes in law. Green Bus may suspend the Application or settlements for the duration of any such event.
The Agent shall not assign, novate, subcontract or otherwise transfer any of its rights or obligations under this Agreement without Green Bus's prior written consent. Green Bus may assign, novate, subcontract or transfer any of its rights or obligations to any affiliate or successor without the Agent's consent.
Notices under this Agreement may be given through the Application or to the Parties' registered contact details and are deemed received when sent, save that notices of termination or legal proceedings shall also be sent to the recipient's registered address. The Agent shall keep its registered contact details and IBAN current.
This Agreement, together with the terms displayed in the Application, constitutes the entire agreement between the Parties and supersedes all prior understandings. If any provision is held invalid or unenforceable, the remainder continues in full force and the invalid provision shall be modified to the minimum extent necessary to make it enforceable. No failure or delay by Green Bus in exercising any right is a waiver of it. Nothing in this Agreement creates any employment, partnership, agency beyond the limited sales appointment, or joint venture between the Parties. Clauses which by their nature should survive termination, including those relating to data and confidentiality, fraud, indemnity, liability, set-off, withholding, audit and governing law, survive. The Agent accepts this Agreement electronically and agrees that electronic acceptance and records are valid and binding. All dates, periods and deadlines in this Agreement are counted by the Gregorian calendar and Riyadh time.
GREEN BUS