Freedom of agreement is the ground rule in business activities. However, the provisions of the Act on Transport Services restrict the freedom of agreement of providers of transport services and integrated mobility services. The obligation to enter into an agreement only applies to the minimum obligations laid down in the Act on Transport Services.
The obligation to enter into an agreement is considered to mean that the contracting parties must conduct their negotiations in a sincere manner. This means that the contracting parties must respond to any invitations for tenders or queries within a reasonable time and take any relevant matters raised by the other party into account.
However, it can be said in general that the obligation to open an interface as defined in the Act on Transport Services means that there must be well-justified reasons for any refusal to negotiate or enter into an agreement or cooperation regarding interfaces defined in the act.
Such a reason could probably only be related to the following factors:
- A contracting party cannot be reliably identified (registered company/association, business ID); a contracting party is bankrupt or subject to a business prohibition; or a contracting party is subject to statutory restrictions or restrictions concerning international contractual obligations (such as sanctions).
- The intended purpose of the interface is not connected to the activities defined in the act.
- A contracting party does not meet the minimum requirements for information security and data protection. There are more detailed provisions with regard to acting on someone else’s behalf.
- Issues related to solvency.
If the risks associated with a contracting party can be managed by using agreement terms that are reasonable considering the risks, these should apply, and the other contracting parties should not refuse to conclude the agreement. These terms include collateral securities or temporary interruption of the service.