Conditions of Carriage

1. Definitions

1.1 “Air Waybill” shall mean the document entitled as such and made out by or on behalf of the Customer as the shipper, which evidences the Contract of Carriage for Cargo, in the form, manner and number of copies prescribed by the Carriers and in accordance with the Convention.

1.2 “Adverse Events” shall mean circumstances beyond the Carriers’ reasonable control that prevent or disrupt the performance of Flights, such as, without limitation, the refusal or the withdrawal of aviation authorisations (traffic rights, slots, clearances, etc.), decisions and instructions by any aviation authority, including air traffic control and airport authorities, Force Majeure events, health conditions and unruly behaviour of the Passengers, any operational decisions in the pilot in command’s sole authority, and failure of the aircraft, including any component or system.

1.3 “Baggage” shall mean such articles, effects and other personal belongings of a Passenger, as are necessary or appropriate for wear, use, comfort or convenience in connection with the trip, which are carried on board the aircraft under a Contract of Carriage, either as Unchecked Baggage or as Checked Baggage.

1.4 “Cargo” shall mean anything carried or to be carried in an aircraft under an Air Waybill.

1.5 “Carriers” shall mean the Contracting Carrier and the Operating Carrier.

1.6 “Checked Baggage” shall mean Baggage of which the Carrier takes sole custody and for which a baggage tag has been issued.

1.7 “Contract of Carriage” shall mean the contract for the carriage of Passengers and their Baggage or Cargo between the Parties, which has been agreed in accordance with the process set out in Section 3, below.

1.8 “Contracting Carrier” shall mean either Jetfly Aviation Switzerland or Jetfly Aviation Luxembourg, as identified in the Flight Confirmation, which contracts with the Customer for the carriage of Passengers, their Baggage and/or Cargo.

1.9 “Convention” shall mean the Montreal Convention 1999.

1.10 “Customer” shall mean the entity or individual that has received from the Contracting Carrier a Flight Quotation and/or has entered into a Contract of Carriage with the Contracting Carrier, in accordance with the process set out in Section 3.

1.11 “Dangerous Goods” shall have the meaning as defined under ICAO Annex 6 and the IATA Dangerous Goods Regulations.

1.12 “Flight” or “Flights” shall mean any flight segment(s) comprised within the Flight Itinerary and any positioning flight(s).

1.13 “Flight Confirmation” shall mean the confirmation by the Contracting Carrier of the coming into effect of a Contract of Carriage and the terms attaching thereto, including but not limited to the Flight Itinerary and Flight Price.

1.14 “Flight Itinerary” shall mean the place of departure, place of arrival and any stopping points, together with any indications of departure and arrival dates and times, as set out in the Flight Quotation and/or the Contract of Carriage.

1.15 “Flight Price” shall mean the price to be paid by the Customer to the Contracting Carrier under the Contract of Carriage, including any optional or variable charges.

1.16 “Flight Quotation” shall mean the document issued by the Contracting Carrier in response to a request received from a Customer, setting out a proposed Flight Itinerary and Flight Price.

1.17 “Fly 7 Finland” shall mean Fly 7 Finland Oy, a limited company incorporated under the laws of Finland, with its registered office at Silkkitehtaantie 5 G, 01300 Vantaa, Finland, holder of AOC FI-028.

1.18 “Force Majeure” shall mean acts of God, acts of nature, including, but not limited to, flood, hurricane, drought, lightning, fire, wind storm, severe or unpredictable weather conditions; any regulation or order of any governmental authority, embargoes, trade restrictions, sanctions, confiscation, commandeering, requisition, destruction of or damage to property by order of any government or any public authority, epidemic or quarantine or pandemic restrictions; wars, riots, civil commotion, insurrection, terrorism, accidents, incidents, impact, collision, explosion; strikes, labour disputes causing cessation or interruption of work; interruption of utility services.

1.19 “Jetfly Aviation Luxembourg” shall mean Jetfly Aviation SA, a limited company incorporated under the laws of Luxembourg, with its registered office at 1 Avenue de l’Aéroport, L-1110 Senningerberg, Luxembourg, holder of AOC L-14.

1.20 “Jetfly Aviation Switzerland” shall mean Jetfly Aviation Switzerland SA (formerly Fly 7 Executive Aviation SA), a limited company incorporated under the laws of Switzerland, with its registered office at Avenue du Grey 117, 1018 Lausanne, Switzerland.

1.21 “Jetfly Aviation UK” shall mean Jetfly Aviation UK Limited, a limited company incorporated under the laws of the United Kingdom, holder of AOC UK-2500.

1.22 “Jetfly On-Demand” shall mean the trading name and brand under which Jetfly Aviation Switzerland and Jetfly Aviation Luxembourg jointly market and sell on-demand charter services, contactable at ondemand@jetfly.com.

1.23 “Operating Carrier” shall mean any of Jetfly Aviation Luxembourg, Jetfly Aviation UK or Fly 7 Finland, as identified in the Flight Confirmation, in its capacity as the aircraft operator.

1.24 “Party” or collectively “Parties” shall mean the Contracting Carrier and/or the Customer.

1.25 “Passenger” or “Passengers” shall mean any person carried or to be carried in an aircraft under a Contract of Carriage, to the exclusion of the aircraft crew members.

1.26 “Ticket” shall mean the document issued electronically to Passengers, in accordance with the Convention and other applicable regulations.

1.27 “Unchecked Baggage” shall mean any Baggage other than Checked Baggage.

2. Applicability

2.1 These Conditions of Carriage shall form an integral part of the Contract of Carriage and govern the Parties’ respective rights and obligations in connection thereto. The rights of Passengers under a Contract of Carriage are also subject to all terms and conditions set out in these Conditions of Carriage.

2.2 Flight Quotations issued by the Contracting Carrier to the Customer are subject to these Conditions of Carriage, as well as any of the Parties’ dealings in connection thereto.

2.3 These Conditions of Carriage shall prevail over all other terms and conditions, and specifically any terms and conditions of the Customer.

3. Contract of carriage

3.1 Upon the terms and conditions set out hereinafter, the Contracting Carrier will contract with the Customer for the carriage of Passengers, their Baggage and/or Cargo. The Contracting Carrier shall in that case be the contracting carrier and will subcontract the performance of the Flights to the Operating Carrier (which shall be deemed the actual carrier). If Passengers are different from the Customers, their rights and obligations in connection with the Flights shall be governed by and subject to these Conditions of Carriage.

3.2 Upon the Customer’s request, the Contracting Carrier issues a Flight Quotation. A Flight Quotation does not constitute an offer to contract and may be withdrawn at any time at the discretion of the Contracting Carrier.

3.3 The Customer who intends to proceed with the conclusion of a Contract of Carriage shall express its acceptance of the terms proposed by the Contracting Carrier by returning a signed copy of the Flight Quotation to the Contracting Carrier. The signed Flight Quotation must be received by the Contracting Carrier within the validity period set out therein. Any changes brought by the Customer to the Flight Quotation renders it invalid.

3.4 The Flight Quotation sets out:

(i) the Flight Itinerary;

(ii) the number of Passengers;

(iii) the aircraft description and seating configuration;

(iv) for Cargo, the description of the goods and packaging requirements;

(v) the time of departure and of arrival at destination;

(vi) any catering and other special services, such as Passenger transfer, etc.; and

(vii) the Flight Price.

3.5 The Contract of Carriage shall become effective only after the Contracting Carrier has issued a Flight Confirmation, usually within 5 days from the receipt of the Customer’s acceptance of the Flight Quotation. The Flight Confirmation shall identify the Contracting Carrier and the Operating Carrier. The Contracting Carrier may refuse to issue a Flight Confirmation, if the Customer does not meet its obligations under these Conditions of Carriage, if the Flight Quotation has expired or its terms have been rejected or altered by the Customer, or for other legitimate business reasons.

3.6 On request, the Contracting Carrier can arrange ground transportation (such as limousine service), in which case the Contracting Carrier shall act as the Customer’s agent. The Contracting Carrier cannot be held liable for the proper performance of ground transportation. The Customer shall pay or cause to be paid costs for any ground transportation directly to the third-party service provider. Alternatively, the Contracting Carrier may include the costs of such transportation as a part of the Flight Price invoiced to the Customer.

4. Passengers

4.1 Restrictions can apply to the carriage of Passengers with certain medical conditions. The Carriers apply the relevant regulations and guidelines on fitness to fly.

4.2 The Customer and the Passengers shall advise the Carriers at their earliest opportunity of any medical condition which might affect the Passengers’ fitness to fly, including pregnancy, of special requirements in terms of assistance, and refer any questions in that respect to the Contracting Carrier.

4.3 The Customer shall provide the Contracting Carrier with full Passengers details, such as names, age, address, passport number, etc., as requested by the Contracting Carrier and until such time as indicated in the Flight Confirmation. The Carriers may refuse to carry Passengers in case of missing or incorrect Passenger information.

4.4 After the information as per Section 4.1 has been submitted, the Customer may change Passengers only with the Contracting Carrier’s prior consent, not to be unreasonably withheld.

4.5 The carriage of additional Passengers is subject to the Contracting Carrier’s prior approval and possible adjustments of the Flight Price.

4.6 The Contracting Carrier shall issue each Passenger a Ticket.

4.7 The Passengers shall comply with all travel requirements of the countries flown from or into (including but not limited to immigration, customs and health regulations). The Customer shall indemnify the Contracting Carrier against any costs incurred as a result of the failure to comply with travel requirements.

4.8 The Passengers shall at all times comply with aviation regulations, observe the Carriers or the crew’s instructions and behave in a respectful and decent manner. Unless otherwise specified, smoking on board is prohibited. Passengers shall not be in a state of inebriation or under the influence of drugs. The Carriers can deny the boarding to or disembark unruly Passengers. The Customer shall the Contracting Carrier against any costs incurred as a result of the Passengers’ unruly or illegal behaviour.

4.9 Passengers shall present themselves for departure at the time and place indicated in the Flight Confirmation, or, if no such time has been indicated, 30 minutes before the departure time as indicated in the Flight Itinerary.

5. Baggage

5.1 Baggage weight and numbers may be limited for reasons of flight safety and capacity of the aircraft type. The Carriers may refuse to carry any items as Baggage if, in the opinion of the Carriers, they are unsuitable for the performance of a Flight.

5.2 Dangerous Goods are generally prohibited in or as Baggage and restrictions apply to liquids, weapons and blunt objects, batteries and electronic devices, lighters, matches and gas burners. More information on restricted/prohibited items can be found on the EASA website https://www.easa.europa.eu/en/domains/air- operations/dangerous-goods . Any question in respect of such item shall be referred to the Carriers prior to entering into the Contract of Carriage or prior to any Flights.

5.3 The Passengers shall refrain from taking in Baggage any articles the carriage of which is prohibited by applicable laws of any countries to be flown from, to or over.

5.4 The Carriers shall deliver to the Passengers a baggage identification tag for each piece of Checked Baggage, in accordance with the Convention and other applicable regulations.

6. Cargo

6.1 Together with its request for a Flight Quotation, the Customer shall provide the Contracting Carrier with a complete and accurate description of the Cargo and its value.

6.2 Unless the Customer has made a special declaration of value for carriage and has paid the supplementary sum applicable, which the Contracting Carrier shall expressly acknowledge in the Flight Confirmation, the liability of the relevant Carrier shall not exceed the limit of 22 Special Drawing Rights per kilogram of Cargo destroyed, lost, damaged or delayed. If the Customer has made a special declaration of value for carriage, it is agreed that any liability shall in no event exceed such declared value for carriage as stated in the Flight Confirmation. All claims shall be subject to proof of value.

6.3 The Contracting Carrier is not obliged and does not arrange transport insurance for Cargo.

6.4 The Customer acknowledges that acceptability of Cargo is subject to the availability of suitable equipment and space, and that:

(i) the transportation, or the exportation or importation thereof is not prohibited by the laws or regulations of any country to be flown from, to or over; this may in particular apply to Dangerous Goods;

(ii) it is packed in a manner suitable for carriage by aircraft, which is the Customer’s sole responsibility;

(iii) it is accompanied by the requisite shipping documents; and

(iv) it is not likely to endanger aircraft, persons or property, or cause annoyance to the occupants.

6.5 The Carriers may refuse to carry any items as Cargo if, in the opinion of the Carriers, they are unsuitable for carriage.

6.6 The Customer shall indemnify the Carriers against any costs, losses, or claims caused by Cargo that does not comply with these Conditions of Carriage and/or the applicable laws.

6.7 The Customer shall make out or have made out on the Customers behalf an Air Waybill. The Customer shall deliver such Air Waybill to the Carriers simultaneously with the acceptance of the Cargo by the Carriers for carriage.

6.8 The Cargo shall be handed over to the Carriers at the time and place indicated in the Flight Confirmation.

7. Right to refuse carriage; no-show

7.1 The Carriers may refuse to carry any Passengers, Baggage or Cargo, if such Passengers, Baggage or Cargo do not conform to the requirements and conditions set out in these Conditions of Carriage, as specifically set out in Sections 4, 5 or 6, respectively, under the applicable laws, or where there are any other reasonable grounds, such as reasons of health, safety or security.

7.2 This also includes the case where Passengers do not present themselves or the Cargo is not handed over to the Carriers in time for departure, as specified in Sections 4.9 and 6.8, respectively.

7.3 In such cases, the full Flight Price remains due and the Carriers are under no obligation to compensate the Customer or the Passengers, nor to offer alternative carriage to them.

8. Flight price

8.1 The Customer shall pay to the Contracting Carrier the Flight Price upon receipt of the Contracting Carrier’s invoice. The Contracting Carrier is not obliged to perform any Flight until full payment of any invoiced amount has been received.

8.2 Unless otherwise specified in the Flight Quotation, the Flight Price includes the price of all Flights, direct operating costs, such as fuel, landing and overflight charges, standard catering and refreshments, crew overnight costs, aircraft handling and parking costs anticipated for the Flight Itinerary. Special requests, such as special catering or drink requests, shall be invoiced in addition at cost. Special additional costs such as, without limitation, costs incurred as a result of any delay by the Customer or the Passengers, satellite phone charges, any necessary additional war risk insurance premium, de-icing of aircraft, long range extended crew, special security costs, customs duties or import VAT, limousine costs and/or car escort are not included, and will be invoiced by the Contracting Carrier separately. The Contracting Carrier further reserves the right to charge the Customer for any additional services not specified in the Flight Quotation.

8.3 Unless otherwise specified in the Flight Quotation, the Flight Price is exclusive of VAT (if applicable).

8.4 Should the Contracting Carrier and the Customer, after they have entered into the Contract of Carriage, agree on any changes to the Flight Itinerary or the carriage of additional Passengers or Cargo, the Customer shall pay any increase in price resulting from such changes, as shall be communicated to the Customer by the Contracting Carrier.

9. Aircraft and configuration

9.1 Aircraft specifications as set out in the Flight Quotation are for information purposes only and are not binding. The Carriers may substitute other Aircraft, as long as they can accept on board the same number of Passengers.

9.2 Unless otherwise specified in the Flight Confirmation, under a Contract of Carriage, Aircraft are for the exclusive carriage of the Customer and its Passengers.

10. Flight itinerary changes, delays and cancellation

10.1 Times indicated in the Flight Itinerary are guaranteed with an accuracy of +/- 1 hour.

10.2 The Contracting Carrier reserves the right to cancel Flights or modify the Flight Itinerary until two weeks prior to departure. The part of the Flight Price corresponding to cancelled Flights shall be refunded to the Customer. A material modification of the Flight Itinerary authorises the Customer to withdraw from the Contract of Carriage and obtain a full refund of the Flight Price, provided that the Customer shall notify the Contracting Carrier of its withdrawal within 3 days from being advised of such modification.

10.3 The Customer may request changes to the Flight Itinerary at any time. The Contracting Carrier shall make reasonable efforts to accommodate such requests, subject to any adjustment of the Flight Price. The Customer may terminate the Contract of Carriage or cancel any Flight at any time prior to the departure, subject to the payment to the Contracting Carrier of the cancellation fees set forth in the Flight Quotation.

10.4 In case of Adverse Events, the Carriers may cancel Flights or otherwise make changes to the Itinerary at any time, without being in breach of the Contract of Carriage. The Contracting Carrier shall refund to the Customer the part of the Flight Price corresponding to Flights which could not be performed, unless the Adverse Event was attributable to the Customer or the Passengers.

10.5 If Flights are cancelled or diverted, the Contracting Carrier shall use reasonable efforts, but is under no obligation, to arrange replacement Flights or alternative means of transport to the place of destination or back to the place of departure, at the Customer’s choice. Where the Contracting Carrier arranges such replacement Flights or alternative means of transport, it shall be deemed to act as an agent for the Customer and shall under no circumstance be liable for the good performance of such transport. The costs of such rerouting shall be for the account of the Customer.

11. Personal data protection

11.1 All personal data with respect to the Customer and the Passengers will be collected and processed by the Carriers in accordance with the Privacy Policy which is available on the Jetfly website (the "Privacy Policy").

11.2 The Customer shall be responsible for ensuring that each Passenger is made aware of the Privacy Policy prior to the relevant Flight and shall indemnify the Carriers against any loss, claim, fine, penalty or cost arising from the Customer’s failure to provide appropriate information or authority in respect of Passenger personal data, except to the extent caused by the Carriers’ breach of applicable data protection laws.

11.3 The Contracting Carrier is authorised to collect and transfer information relating to the Customer, the Passengers and the Flight Itinerary to any authorities where required, as well as to service providers such as airport operators, handling agents, limousine companies, insurance companies, hotels or other companies, to the extent such transfer is necessary for the performance of the Flights and related services.

11.4 The Customer and the Passengers acknowledge that, for the purpose of performing the Flights and related services, personal data may be transferred to authorities, service providers and other recipients located in countries outside the Customer’s or Passenger’s country of residence, including countries which may not provide an equivalent level of data protection. Where required by applicable data protection laws, the Carriers shall implement appropriate safeguards for such transfers, which may include standard contractual clauses, adequacy decisions, statutory exemptions or other lawful transfer mechanisms.

12. Waiver of liability and indemnity

12.1 To the maximum extent permitted by applicable law, including the Montreal Convention 1999 and any other mandatory applicable aviation or passenger-rights regime, the Carriers shall not be liable to the Customer, any Passenger or any other person for any loss, damage, cost, expense or claim arising out of or in connection with the non-performance, delayed performance or improper performance of the Contract of Carriage, except to the extent caused by the relevant Carrier’s wilful misconduct or gross negligence. Nothing in these Conditions of Carriage shall exclude or limit any liability which cannot lawfully be excluded or limited, including liability arising under the Montreal Convention 1999 where applicable. The Carriers shall in no event be liable for any indirect, special, punitive, incidental or consequential loss or damage, including loss of profit, loss of business, loss of opportunity, loss of use, reputational loss, or loss arising from missed meetings, missed connections or missed events, except to the extent such exclusion is prohibited by mandatory applicable law.

12.2 Without prejudice to any mandatory rights of Passengers under Regulation (EC) No 261/2004, UK Regulation 261/2004 or any equivalent mandatory passenger-rights regime, in each case where applicable, the Customer shall indemnify and hold harmless the Contracting Carrier, the Operating Carrier and their respective officers, employees, agents and subcontractors from and against any claim, compensation, fine, penalty, cost, expense, damage or liability arising under or in connection with such passenger-rights regime to the extent caused by, or attributable to:

(a) any act, omission, breach or default of the Customer or any Passenger;

(b) late arrival of the Customer or any Passenger;

(c) missing, incomplete, inaccurate or invalid passenger, immigration, customs, security, health or travel documentation;

(d) refusal of carriage, denied boarding, delay, diversion or cancellation caused by the Customer or any Passenger;

(e) unruly, unlawful, unsafe or non-compliant conduct of any Passenger;

(f) carriage or attempted carriage of prohibited, restricted, undeclared or improperly declared baggage or cargo;

(g) any change to the Flight Itinerary, Passenger list, Cargo or flight requirements requested by the Customer or any Passenger; or

(h) any other circumstance within the control of the Customer or any Passenger.

For the avoidance of doubt, this indemnity shall not apply to the extent that the relevant claim, compensation, cost or liability is finally determined by a competent court or authority to have been caused solely by the wilful misconduct or gross negligence of the Contracting Carrier or Operating Carrier.

13. Assignment - transfer

13.1 The Customer and the Passengers cannot transfer or assign the Contract of Carriage nor any rights resulting thereof, including bookings, tickets or Flights, to any third party, without the Contracting Carrier’s approval in writing.

13.2 The Contracting Carrier may at any time subcontract the performance of the Contract of Carriage or any Flights comprised in the Flight Itinerary to any reputable Operating Carrier, provided the conditions agreed in the Contract of Carriage are not significantly affected.

14. Governing law

The Contract of Carriage, including any non-contractual obligations arising out of or in connection with it, shall be governed by and construed in accordance with the substantive laws of Switzerland, subject always to the Montreal Convention 1999 and any other mandatory provisions of applicable international conventions or mandatory aviation laws.

15. Jurisdiction

Subject to any mandatory jurisdiction provisions under the Montreal Convention 1999, Regulation (EC) No 261/2004 and UK Regulation 261/2004, in each case where applicable, or any other mandatory applicable law, the courts of Lausanne, Canton of Vaud, Switzerland shall have exclusive jurisdiction over any dispute, controversy or claim arising out of or in connection with the Contract of Carriage, including its validity, invalidity, breach, termination and any non-contractual claims.