Empty Leg Charter Agreement (Standard Form)

This is the standard form of our Empty Leg Charter Agreement, published under the Platform Terms of Use. The agreement you sign for an empty leg is completed with the details of your booking (shown here in square brackets). The standard Private Jet Charter Agreement is published at /charter-agreement.

Empty Leg Charter Agreement

Agreement reference: [Contract reference] - Date of issue: [Issue date]

This Agreement applies to an empty leg: a one-way positioning flight whose schedule depends on another flight of the Operator; once Passengers are carried, it is operated as a commercial charter flight (Clause 6.8). AltonaJet is an air charter broker and is not a direct air carrier or direct foreign air carrier in operational control of aircraft. The air service under this Agreement will be provided by a properly licensed direct air carrier or direct foreign air carrier (the Operator). AltonaJet acts solely as the limited agent of the Customer.

1. Important Notice and Key Terms

1.1 This Agreement is a legally binding contract. Please read all of it before signing, in particular the provisions printed in bold or in capital letters. If you do not agree with any part of it, do not sign it and contact AltonaJet.

1.2 In summary:

• AltonaJet is a broker, not an airline. AltonaJet arranges the Flight as the Customer's agent. The Flight is operated by an independent, licensed Operator, which alone has operational control of the Flight. AltonaJet identifies the Operator to the Customer in writing before signature (Clauses 5 and 18).
• An Empty Leg depends on another flight. The Flight exists only because the Operator needs to position the aircraft for its Primary Mission. The Operator may cancel the Flight, or change its date, time, route or aircraft, at any time before departure, even after this Agreement has been signed and paid. Permitted Changes (such as a change of up to 3 hours or another airport within 100 km (62 miles)) must be accepted without refund. For any other change or a cancellation, the Customer may accept the change or receive a refund of the amounts paid (Taxes are refunded only as provided in Clause 9.6), subject to Clauses 16.5, 16.9 and 17.3; no compensation is payable (Clauses 6, 15 and 16).
• Firm price, one way, limited changes. The Total Price is based on the Operator's firm price; estimates do not bind; discount codes do not apply; and the Flight is one-way and its date, time and route normally cannot be changed at the Customer's request (Clauses 9 and 13).
• Agreement first, then payment. The Flight is confirmed only when this Agreement is in effect and the full Total Price has been received in Cleared Funds. No status label, button, notification or e-mail confirms the Flight or holds the aircraft on its own. This Agreement also binds the Customer if the Customer pays for the Flight, or any Passenger boards it, after this Agreement has been sent, even without a signature (Clause 8).
• The Operator's terms and charges are passed through to the Customer. The Operator's own terms apply to the Flight, and they differ from Operator to Operator. Every cancellation fee, change fee, no-show charge, waiting or delay charge, cleaning or damage charge, fine, penalty, forfeiture or other sanction that the Operator or any third party imposes on AltonaJet in connection with the Booking is payable by the Customer in full, in addition to the amounts that AltonaJet itself retains, such as the Handling Fee (Clause 11). Operators' cancellation and other charges can reach 100% of the Charter Price, sometimes from the moment the Operator confirms the Flight, and they apply even where they are higher than AltonaJet's cancellation schedule.
• Cancellation by the Customer. If the Customer cancels after this Agreement has taken effect, or the Booking is canceled because of a Customer Default, the Customer pays the higher of the agreed cancellation percentage and the Operator's charges plus AltonaJet's lost margin. The Handling Fee is non-refundable, and Taxes are refunded only as provided in Clause 9.6 (Clause 12).
• Cancellation by the Operator or AltonaJet. If the Flight is canceled for reasons not attributable to the Customer or any Passenger, the Customer's sole remedy is a refund of the amounts paid (Taxes are refunded only as provided in Clause 9.6), subject to the limits in Clause 16.5 (Operator or Marketplace failure) and Clause 17.3 (force majeure) and to Clause 16.9 for Flights to, from or within the United States. Changes within Clause 15.2 (Permitted Changes) give no right to a refund.
• Passengers. The Customer is responsible for all Passengers, their travel documents, conduct and baggage, and the Passengers are bound by the key provisions of this Agreement (Clauses 7.8 and 19).
• Non-circumvention. For 24 months, the Customer and the Passengers must not deal with the Operator, the aircraft owner or the aircraft introduced through AltonaJet other than through AltonaJet (Clause 20).
• Limited liability and indemnity. AltonaJet's liability is excluded and limited as set out in Clause 21, and the Customer indemnifies AltonaJet under Clause 22.
• Disputes. Disputes are resolved by individual binding arbitration; class actions and jury trials are waived; and claims against AltonaJet must be notified within 60 days and brought within one year (Clause 27). Different rules apply to consumers in the European Union, the EEA, Switzerland, the United Kingdom and Türkiye (Clause 27.11).

1.3 This summary is for convenience only. It does not limit, replace or vary any provision of this Agreement.

2. Parties and Recitals

2.1 This Empty Leg Charter Agreement (this "Agreement") is made between:

• AltonaJet: Altona Jet Aviation LLC, a limited liability company organized under the laws of the State of Delaware, USA, which operates the online platform at altonajet.com under the brands "AltonaJet" and "Altona Jet" ("AltonaJet").
• AltonaJet registered address (if none is shown, 8 The Green, Ste A, Dover, DE 19901, USA): [Company address]
• AltonaJet Delaware file number (if shown): [Registration no.]
• AltonaJet notice e-mail (if none is shown, sales@altonajet.com): [Company e-mail]
• Customer: the person named below, together with any company or other person on whose behalf that person makes the Booking and that is notified to AltonaJet under Clause 7.7 (the "Customer").
• Customer name: [Customer name]
• Customer e-mail: [Customer e-mail]
• Customer telephone: [Customer phone]
• Customer billing address: [Customer address]

2.2 Recitals:

• (A) AltonaJet operates the Platform and acts as an air charter broker. It arranges on-demand private air charter flights, including empty leg flights, with independent air operators on behalf of its customers. AltonaJet is not an air carrier.
• (B) The Customer submitted a Booking Request for an empty leg flight offered through the Platform or through AltonaJet's team and accepted, or by entering into this Agreement accepts, the Platform Terms.
• (C) Through AltonaJet, the Operator has indicated that the Empty Leg is available to the Customer at a firm price, subject to the Operator Terms, to Clause 8.5 and to the special nature of Empty Legs described in Clause 6, and the Customer has accepted the resulting Total Price.
• (D) The Customer wishes to appoint AltonaJet as its limited agent to secure the Flight with the Operator, and AltonaJet agrees to act on the terms of this Agreement.

3. Booking Particulars

3.1 The Flight booked under this Agreement is described below (the "Booking Particulars"):

• Agreement reference: [Contract reference]
• Date of issue (DD.MM.YYYY): [Issue date]
• Route: [Route]
• Type of flight: Empty Leg (one-way flight; see Clause 6)
• Scheduled departure date (DD.MM.YYYY): [Departure date]
• Scheduled departure time (local time at the departure airport): [Departure time]
• Aircraft (type or category): [Aircraft type]
• Operator (the direct air carrier in operational control of the aircraft) and any other name under which it holds itself out to the public: as stated in the Operator Disclosure sent to the Customer in writing before this Agreement (Clause 5.4)
• Capacity in which AltonaJet acts: agent of the Customer, as charterer (Clause 5.3)
• Liability insurance held by AltonaJet covering the Customer, the Passengers or their property on the Flight: none (Clause 23.2)
• Number of Passengers: [Number of passengers]
• Passengers (names as provided by the Customer): [Passenger names]
• Total Price: [Currency] [Total price] (including the Handling Fee and any Taxes shown in the Price Breakdown)
• Payment method of any payment received before signature (normally blank; payment is due only after this Agreement has taken effect): [Payment method]
• Date of the last payment received before signature (normally blank): [Payment date]
• Customer's notes and special requests sent to the Operator (requests only; see Clause 3.6): [Operator notes]
• Platform Terms: [Terms URL]

3.2 The Total Price is made up of the Charter Price, the Handling Fee and the Taxes (if any), as recorded by AltonaJet with the Booking and confirmed by AltonaJet in writing on request (the "Price Breakdown"). The Handling Fee is included in the listed or quoted price of an Empty Leg and may not be shown as a separate line. If the Total Price stated in Clause 3.1 differs from the Price Breakdown, the Total Price stated in Clause 3.1 applies, except that: (a) any revised price that the Customer accepted in the Customer Account or in writing before the Effective Date applies if it is not reflected in Clause 3.1; and (b) AltonaJet may correct an obvious error under Clause 9.9.

3.3 The aircraft is identified by type or category. Photographs, cabin layouts, amenities and specifications shown on the Platform are illustrative only. The aircraft registration is not stated in this Agreement; any registration that AltonaJet or the Operator later notifies identifies the aircraft expected at that time and may change under Clause 15.

3.4 The Customer must check the Booking Particulars before signing and tell AltonaJet of any error. Errors that the Customer does not report before signing are treated as accepted, and the cost of correcting them, including any Operator Charges, is borne by the Customer unless the error was caused by AltonaJet. After the Effective Date, Passenger details may be corrected or changed only under Clauses 13.6 and 19.3.

3.5 The Flight is a one-way flight on the Route. No return or onward flight is included, and any further flight requires a separate booking.

3.6 The notes and special requests shown in the Booking Particulars are the Customer's own requests as submitted with the Booking Request. They are not conditions of the Operator or of AltonaJet, do not form part of the Operator Notes or the Operator Terms, and are not included in the Total Price. A request is confirmed only if the Operator or AltonaJet confirms it in writing, and any confirmed request is an Additional Charge unless AltonaJet confirms in writing that it is included in the Total Price.

4. Definitions and Interpretation

4.1 In this Agreement:

• "Additional Charges" has the meaning given in Clause 9.5.
• "AltonaJet Parties" means AltonaJet, its affiliates and their respective members, managers, officers, employees and agents.
• "AltonaJet Remuneration" means the Handling Fee, the margin or commission that AltonaJet includes in the Charter Price, and any commission or other remuneration that AltonaJet receives from an Operator or a Marketplace in connection with the Booking.
• "Booking" means the arrangement of the Flight for the Customer under this Agreement.
• "Booking Reference" means the reference that AltonaJet gives to the Booking in the Payment Instructions.
• "Booking Request" means the request for the Flight that the Customer submitted through the Platform or to AltonaJet's team.
• "Cancellation Charge" has the meaning given in Clause 12.3.
• "Charter Price" means the part of the Total Price payable for the Flight itself, that is, the Total Price less the Handling Fee and the Taxes.
• "Cleared Funds" means funds in US dollars that have been irrevocably credited to the bank account designated by AltonaJet in the Payment Instructions and identified by the Booking Reference, or a card payment that the payment service provider has reported to AltonaJet as successfully completed. A card or other payment that is later reversed, charged back or recalled is treated as never having been received in Cleared Funds.
• "Confidential Information" has the meaning given in Clause 20.1.
• "Confirmed Booking" has the meaning given in Clause 8.4.
• "Customer Account" means the Customer's online account on the Platform.
• "Customer Default" has the meaning given in Clause 12.7.
• "Effective Date" has the meaning given in Clause 8.2.
• "Empty Leg" means a flight that the Operator needs to operate in order to position or reposition an aircraft in connection with its Primary Mission and that it offers for charter, as further described in Clause 6.
• "Flight" means the Empty Leg described in the Booking Particulars, as changed in accordance with this Agreement.
• "Force Majeure Event" has the meaning given in Clause 17.1.
• "Handling Fee" means AltonaJet's fixed service fee for the Booking, as recorded in the Price Breakdown.
• "Introduced Party" and "Restricted Period" have the meanings given in Clause 20.3.
• "Marketplace" means any electronic marketplace, booking platform, broker network or other intermediary through which AltonaJet sources the Flight or communicates with the Operator.
• "On-Request Empty Leg" and "Priced Empty Leg" have the meanings given in Clause 9.10.
• "Operator" means the direct air carrier or direct foreign air carrier that holds operational control of, and operates, the Flight, including any substitute operator under Clause 15.5.
• "Operator Charges" has the meaning given in Clause 11.3.
• "Operator Disclosure" has the meaning given in Clause 5.4.
• "Operator Notes" means the written conditions of the Operator for the Flight that AltonaJet communicated to the Customer in writing before the Effective Date. The Customer's notes and special requests shown in the Booking Particulars are not Operator Notes (Clause 3.6).
• "Operator Terms" means the Operator's terms and conditions of charter and of carriage, its operating rules and policies, the Operator Notes and, to the extent they apply to the Flight, the terms of any Marketplace, in each case as applicable to the Flight.
• "Passenger" means each person to be carried on the Flight, including the Customer if traveling.
• "Payment Deadline" has the meaning given in Clause 10.3.
• "Payment Instructions" means the payment instructions that AltonaJet sends to the Customer, including bank details and the Booking Reference or a card payment link.
• "Permitted Change" has the meaning given in Clause 15.2.
• "Pilot-in-Command" means the pilot designated by the Operator as being in command of the aircraft.
• "Platform" means the website at altonajet.com, the Customer Account and AltonaJet's related communication channels.
• "Platform Terms" means AltonaJet's Platform Terms of Use, published as the Terms & Conditions at [Terms URL], in the version accepted by the Customer when submitting the Booking Request or, if the Customer did not accept a version at that time, in the version published on the Effective Date.
• "Price Breakdown" has the meaning given in Clause 3.2.
• "Primary Mission" has the meaning given in Clause 6.1.
• "Privacy Policy" means AltonaJet's privacy policy published on the Platform.
• "Reserved Price" has the meaning given in Clause 9.11.
• "Scheduled Departure Time" means the scheduled departure date and time stated in the Booking Particulars (local time at the departure airport), as changed in accordance with this Agreement.
• "Taxes" means all taxes, duties, levies and similar governmental charges of any kind relating to the Flight or the Booking, including federal excise taxes and segment fees on air transportation, value added, sales and use taxes, and passenger, departure, arrival and security taxes, together with any related interest and penalties.
• "Total Price" means the total price stated in the Booking Particulars.

4.2 In this Agreement, unless the context requires otherwise:

• (a) headings are for convenience only and do not affect interpretation;
• (b) "including" and similar words mean "including without limitation";
• (c) the singular includes the plural and vice versa, and "person" includes any individual, company, partnership, trust or governmental body;
• (d) "written" and "in writing" include e-mail and messages sent through the Customer Account;
• (e) the dates and times in the Booking Particulars, the Scheduled Departure Time and reporting times are local times at the departure airport; any other deadline is in the time zone stated with it or, if none is stated, in the time zone of AltonaJet's booking system, which is currently Europe/Istanbul; and any period measured by reference to the Scheduled Departure Time is calculated by comparing that time with the time at which the relevant notice is received, converted into the same time zone;
• (f) "days" means calendar days;
• (g) a reference to a law includes that law as amended or replaced and any regulation made under it;
• (h) where AltonaJet has a right or a discretion, it may exercise it in its sole discretion, unless this Agreement expressly provides otherwise;
• (i) no rule of construction applies to the disadvantage of a party on the ground that the party prepared this Agreement; and
• (j) where the Platform Terms refer to a "Request", a "Booking", a "Full Refund" or the "Charter Price", those terms correspond, for the purposes of this Agreement, to the Booking Request, the Confirmed Booking, a refund under Clause 16.3 and the Charter Price as defined in Clause 4.1, respectively.

5. AltonaJet's Role and Air Charter Broker Disclosures

5.1 AltonaJet is an air charter broker and is not a direct air carrier. AltonaJet does not own, lease, operate, maintain or crew any aircraft, does not hold an air carrier or air operator certificate for the Flight and does not exercise operational control over the Flight. The Flight will be operated by the Operator, which has operational control of the Flight at all times.

5.2 Every Flight is operated by a direct air carrier that has represented to AltonaJet, directly or through a Marketplace, that it holds the certificates and authorizations required for the Flight: for a United States operator, an air carrier certificate issued by the Federal Aviation Administration under 14 CFR Part 135 or Part 121 together with the economic authority required by the U.S. Department of Transportation; and for a foreign operator, an air operator certificate issued by the competent authority of its home state and, where the Flight is air transportation to or from the United States, the authority of the U.S. Department of Transportation required for that Flight. AltonaJet relies on these representations and does not audit or inspect any Operator or aircraft.

5.3 Capacity. In contracting for the Flight, AltonaJet acts as the agent of the Customer, as charterer, and not as an indirect air carrier or as the agent of the Operator. Where the Operator or a Marketplace requires it, AltonaJet may also receive the part of the Total Price attributable to the Flight on the Operator's behalf as collecting agent only, solely so that payment to AltonaJet discharges the Customer's payment obligation for the Flight under Clause 10.11; this does not change AltonaJet's capacity. AltonaJet does not make, and is not to be treated as making, any contract of carriage with the Customer or any Passenger as principal, and AltonaJet is not a "carrier", "contracting carrier" or "actual carrier" for the purposes of the Montreal Convention of 1999, the Warsaw Convention or any similar law (see also Clause 21.10). On the Customer's request before the Effective Date, AltonaJet will disclose: (a) any corporate or business relationship between AltonaJet and the Operator, including a pre-existing contract, that may have a bearing on AltonaJet's selection of the Operator; (b) the total cost of the Flight paid by the Customer to or through AltonaJet, including AltonaJet's fees and government taxes and fees; and (c) any fees, known or estimated in good faith, that third parties will collect directly from the Customer, such as fuel, landing, parking or hangar fees.

5.4 Identity of the Operator. Before the Customer signs this Agreement, AltonaJet discloses to the Customer in writing, in the Operator Notes or in a separate written disclosure (the "Operator Disclosure"), the corporate name of the Operator that will have operational control of the aircraft and any other name under which the Operator holds itself out to the public. If the Operator changes after the Effective Date, including under Clause 15.5, AltonaJet will disclose the new Operator in writing within a reasonable time after it becomes known to AltonaJet, and in any event before departure, so that the Customer has enough time to decide whether to accept the change. The change is treated as accepted unless the Customer rejects it in writing within the period stated in AltonaJet's notice, and a change of Operator that the Customer rejects is treated as a cancellation by the Operator under Clause 16.1. Where 14 CFR Part 295 applies to the Flight and a disclosure that it requires, including under this Clause 5.4 or Clause 5.3, is not made within a reasonable time after the information becomes available to AltonaJet, the Customer may cancel the Booking and receive a full refund of all amounts paid for the Flight and related services. The identity of the Operator remains Confidential Information under Clause 20.

5.5 The statements in Clauses 3.1, 5.1 to 5.4, 5.9 and 23.2 and the Operator Disclosure are the disclosures that AltonaJet makes as an air charter broker, including for the purposes of the rules of the U.S. Department of Transportation on air charter brokers in 14 CFR Part 295 where they apply to the Flight.

5.6 AltonaJet's services under this Agreement consist of: (a) obtaining the Operator's confirmation of the Flight; (b) securing the Flight with the Operator as the Customer's agent, which AltonaJet may do in whole or in part before or after the Effective Date; (c) collecting the Total Price and paying the Operator; (d) passing information between the Customer and the Operator; (e) passing the Customer's change and cancellation requests to the Operator; and (f) handling refunds in accordance with this Agreement. AltonaJet will perform these services with reasonable care. AltonaJet's services do not include, and AltonaJet does not undertake, any audit, inspection, safety vetting, rating or monitoring of any Operator, aircraft, crew or Marketplace. AltonaJet relies on the representations described in Clause 5.2, and the Customer does not rely on AltonaJet for the safety, airworthiness, certification or insurance of the Flight. AltonaJet does not guarantee the performance of the Flight by the Operator.

5.7 AltonaJet's team works during the office hours stated in Clause 26.4 and does not operate a 24-hour service. Communications received outside office hours are dealt with when the team is next available, as provided in Clause 26.4.

5.8 Hotels, ground transfers, activities and any other travel services that the Customer books through the Platform are separate contracts with their suppliers, governed by the Platform Terms and the suppliers' conditions. They are not part of this Agreement and, to the extent permitted by law, do not form a package with the Flight.

5.9 Commercial operation; no lease. The Flight is operated by the Operator as a commercial charter flight under its own air carrier or air operator certificate and operations specifications (for a United States Operator, under 14 CFR Part 135 or Part 121, and not under 14 CFR Part 91), using an aircraft that the Operator is authorized to operate under that certificate. Neither the Customer nor AltonaJet leases the aircraft, with or without crew, acquires operational control of it, or enters into any time-sharing, interchange or joint-ownership arrangement for it, and nothing in this Agreement is to be construed as such a lease or arrangement. The Customer must not request or accept any arrangement under which the aircraft and its crew would be provided separately, or under which the Flight would be operated as a non-commercial flight while Passengers are carried for compensation. AltonaJet will not knowingly arrange the carriage of Passengers between two points in the United States by a foreign Operator, the carriage of Passengers within any other country or group of countries (such as the European Union) by an Operator that does not hold the traffic rights required for it, or the Flight with any operator that lacks the authority required to perform it lawfully.

6. Nature of Empty Leg Flights

6.1 An Empty Leg is a flight that the Operator needs to operate in order to position or reposition the aircraft in connection with another charter, mission or commitment of the Operator (the "Primary Mission"). The Operator offers the Empty Leg for charter, usually at a reduced price, because it would otherwise be flown without passengers.

6.2 Dependence on the Primary Mission. The availability, date, departure time, route and aircraft of the Flight are determined by the Primary Mission and by the Operator's other commitments, which take priority over the Flight. Any departure time shown in a listing is indicative until the Operator confirms it, and even a confirmed time remains subject to this Clause 6 and to Clause 15.

6.3 THE OPERATOR MAY CANCEL THE FLIGHT, OR CHANGE ITS DATE, DEPARTURE TIME, ROUTE OR AIRCRAFT, AT ANY TIME BEFORE DEPARTURE, INCLUDING AFTER THIS AGREEMENT HAS BEEN SIGNED AND THE TOTAL PRICE HAS BEEN PAID, for example because the Primary Mission is canceled, re-timed or re-routed or because the aircraft is needed for another flight. The consequences are set out in Clause 15 (changes) and Clause 16 (cancellation): a Permitted Change under Clause 15.2 must be accepted without any refund or compensation; for a cancellation or any other change, the Customer may accept the change or cancel and receive a refund under Clause 16.3 (Taxes are refunded only as provided in Clause 9.6), subject to Clauses 16.5, 16.9 and 17.3; and neither AltonaJet nor, to the extent permitted by the Operator Terms and applicable law, the Operator pays any compensation.

6.4 One-way travel and onward arrangements. The Flight is one-way. The Customer is responsible for its own return and onward travel and for any accommodation, and should make flexible and refundable arrangements. AltonaJet is not liable for missed connections, events or appointments, or for the cost of other travel or accommodation, if the Flight is changed or canceled.

6.5 Services on board. Catering, cabin service, a flight attendant, Wi-Fi and other amenities are not guaranteed on an Empty Leg unless the Operator Notes state otherwise. Baggage capacity may be further reduced by the Operator's operational needs.

6.6 Suitability. Because of these characteristics, an Empty Leg is not suitable where the Customer must travel at a specific time or on a specific date. By entering into this Agreement, the Customer accepts the risks described in this Clause 6 in return for the reduced price.

6.7 Listings. Empty Leg listings, their availability and their prices are provided by Operators and Marketplaces and may be changed, withdrawn or sold to another customer at any time until the Flight becomes a Confirmed Booking.

6.8 Commercial status of the Flight. Once the Customer's Passengers are to be carried, the Empty Leg is no longer a positioning flight without passengers: it is operated as a commercial charter flight under Clause 5.9, with the Operator in operational control, and the price paid for it is compensation for air transportation.

7. Appointment of AltonaJet as Limited Agent

7.1 The Customer appoints AltonaJet as its agent, with authority, on the Customer's behalf and for the Customer's account, to:

• (a) request, negotiate and accept the Operator's confirmation of the Flight and its price;
• (b) enter into the charter arrangement for the Flight with the Operator, and any related booking through a Marketplace, either in the Customer's name or in AltonaJet's own name, in which case AltonaJet contracts as agent for the Customer;
• (c) accept the Operator Terms;
• (d) pay the Operator and other third parties out of the funds that the Customer pays to AltonaJet;
• (e) provide Passenger information and documents to the Operator and to the competent authorities;
• (f) accept substitute aircraft and schedule changes in accordance with Clauses 6 and 15;
• (g) communicate cancellations and change requests to the Operator and agree the resulting charges;
• (h) receive refunds and credits from the Operator; and
• (i) sign and deliver any document reasonably required for these purposes.

7.2 This appointment is sufficient authority for AltonaJet to act for the Customer in relation to the Booking, and no separate power of attorney is needed, except where an Operator, a ground handling agent, an airport or an authority requires a separately signed authorization, in which case the Customer must sign AltonaJet's limited power of attorney or a similar document promptly on request (see Clause 28.11). AltonaJet's authority is limited to the Booking. To the extent permitted by law, the authority is irrevocable until the Flight has been performed or canceled and all amounts under this Agreement have been settled, without prejudice to the Customer's right to cancel under Clause 12. AltonaJet may decline any instruction that it considers unlawful, unsafe or inconsistent with the Operator Terms.

7.3 The Customer ratifies and confirms everything that AltonaJet has done on the Customer's behalf in connection with the Booking Request and the Flight before the Effective Date, including obtaining and accepting the Operator's confirmation.

7.4 The Customer is bound by every commitment that AltonaJet makes to the Operator, a Marketplace or any other third party within the authority given in this Clause 7. Every liability that AltonaJet incurs within that authority is incurred for the Customer's account, and the Customer must reimburse AltonaJet for it and indemnify AltonaJet against it, as provided in Clause 11.

7.5 AltonaJet's remuneration. The Customer acknowledges and agrees that:

• (a) the Total Price is a single price set by AltonaJet, and, apart from the Handling Fee, the AltonaJet Remuneration included in the Charter Price is not shown separately;
• (b) if the price that AltonaJet finally pays to the Operator is lower than the price on which the Total Price was based, the Total Price is not reduced and the difference is retained by AltonaJet as part of the AltonaJet Remuneration;
• (c) AltonaJet may receive commissions, rebates or other remuneration from Operators or Marketplaces, and may act for other customers and Operators, including in relation to the same aircraft;
• (d) the Customer consents to the matters in this Clause 7.5 and waives any right to require AltonaJet to disclose or account for the AltonaJet Remuneration, and any claim that the AltonaJet Remuneration is a secret profit or a breach of any duty owed by AltonaJet as agent, except that nothing in this Clause 7.5 limits the disclosures that AltonaJet must make under Clause 5.3 or 14 CFR 295.24; and
• (e) the AltonaJet Remuneration is AltonaJet's remuneration for its services as broker and agent; the Total Price is not a price at which AltonaJet buys and resells air transportation as principal, and the fact that AltonaJet sets a single price, issues invoices in its own name or contracts with the Operator in its own name under Clause 7.1(b) does not make AltonaJet a party to any contract of carriage with the Customer or any Passenger.

7.6 To the maximum extent permitted by law, AltonaJet owes the Customer only the duties expressly set out in this Agreement and no fiduciary or other implied duty.

7.7 Booking for others. The person who signs this Agreement warrants that he or she is at least 18 years old and has full legal capacity, that every Passenger has authorized him or her to make the Booking for that Passenger, and, where he or she signs for a company or another person, that he or she is authorized to bind that company or person. Where the signatory signs for a company or another person, he or she must give AltonaJet that company's or person's full legal name and address in writing before signing; until he or she does so, AltonaJet may treat the signatory as the Customer personally. TO THE EXTENT PERMITTED BY LAW, THE SIGNATORY AND THAT COMPANY OR PERSON ARE JOINTLY AND SEVERALLY LIABLE AS THE CUSTOMER, AND THE SIGNATORY IS PERSONALLY BOUND BY THIS AGREEMENT. A travel agent, broker or other reseller that books for its own clients is the Customer and contracts with AltonaJet as principal. Such a reseller must ensure that its clients and the Passengers are bound by terms that give the AltonaJet Parties at least the protection given by Clauses 11, 14 to 22 and 27 of this Agreement, is liable for their acts and omissions as for its own, and must indemnify the AltonaJet Parties under Clause 22 against any claim by any of them. Clause 20 applies to the reseller and to its clients.

7.8 Passengers bound. The Customer enters into this Agreement for itself and as agent for each Passenger, and warrants that it has authority to bind each Passenger (and, for a minor, the authority of a parent or guardian) to Clauses 11, 14 to 21, 24 and 27. Each Passenger is bound by those Clauses as if he or she were a party. If any Passenger is not so bound, or brings against any AltonaJet Party a claim, or a claim in a forum, that would not have been available had he or she been so bound, the Customer must indemnify the AltonaJet Parties against it under Clause 22.

8. Formation of this Agreement and Confirmation of the Flight

8.1 AltonaJet's sending of this Agreement is an offer that lapses if it has not been accepted under Clause 8.2 by the earliest of: (a) the Signing Deadline under the Platform Terms or, if earlier, the end of the signing period indicated by the e-signature service or stated by AltonaJet when it sends this Agreement; (b) the time at which AltonaJet withdraws it, which AltonaJet may do at any time before it is accepted (for example, if the Operator withdraws or changes its confirmation); and (c) the cancellation of the Booking Request under the Platform Terms (for example, because this Agreement was not signed in time before departure).

8.2 This Agreement becomes binding on both parties on the earliest of: (a) the Customer signing it, electronically or in any other manner permitted by Clause 26.1; (b) the Customer confirming its acceptance of it in writing, including by e-mail from the e-mail address in the Booking Particulars or through the Customer Account; (c) the Customer, or any person on its behalf, paying any amount for the Flight after this Agreement has been sent to the Customer; and (d) any Passenger boarding the Flight (the "Effective Date"). Where AltonaJet countersigns, its countersignature confirms this Agreement but is not a condition of its validity. Any person who signs or accepts this Agreement using the signing link sent to, or the e-mail address of, the Customer is treated as authorized by the Customer to do so.

8.3 Agreement first, then payment. AltonaJet normally sends the Payment Instructions only after the Customer has signed this Agreement, and only to an e-mail address that the Customer has verified; if AltonaJet sends them earlier, Clause 8.2(c) applies to any payment made. The Customer must not pay before receiving the Payment Instructions. Any amount received earlier is held by AltonaJet, without interest, until it can be applied under this Agreement or refunded, and does not create a Confirmed Booking.

8.4 The Flight becomes a "Confirmed Booking" only when all of the following conditions are met: (a) this Agreement is in effect; (b) the full Total Price, together with any Operator Charges, Additional Charges and deposit that AltonaJet has asked to be paid before departure under Clauses 9.5 and 11.6, has been received in Cleared Funds by the Payment Deadline; (c) any identity, sanctions or other compliance checks requested under Clause 25 have been completed to AltonaJet's satisfaction; and (d) the Operator has not withdrawn its confirmation before the conditions in (a) to (c) were met. AltonaJet confirms receipt of payment to the Customer by e-mail.

8.5 Until the Flight is a Confirmed Booking, AltonaJet does not guarantee that the aircraft will remain available, and the Operator may release it, sell the Empty Leg to another customer, withdraw its confirmation or change its price. The Operator's confirmation may nevertheless already commit AltonaJet to the Operator or a Marketplace, so that Operator Charges can arise if the Booking is canceled before the Flight becomes a Confirmed Booking. If the Operator releases the aircraft, sells the Empty Leg to another customer, withdraws its confirmation or changes its price for reasons not attributable to the Customer or any Passenger, AltonaJet will notify the Customer. The Customer may then accept any revised terms that AltonaJet is able to offer, either by signing a new agreement, or by accepting them in writing (including through the Customer Account or by e-mail), or by paying the revised amount, and revised terms so accepted form part of this Agreement; otherwise the Booking ends, AltonaJet refunds the amounts paid under Clause 16.3, and neither party has any further liability to the other in respect of the Booking, except under Clauses 20, 22 and 24.

8.6 No status label, button, notification, e-mail or other message (including a message stating that the Flight has been "confirmed" or "confirmed by the operator", that a reservation or the aircraft is "held", "reserved" or "secured", or a button such as "Pay and Fly") creates a Confirmed Booking or a hold on the aircraft unless the conditions in Clause 8.4 are met, and no such message extends AltonaJet's obligations under this Agreement.

8.7 The Customer's obligations under this Agreement, including the obligation to pay the Cancellation Charge under Clause 12, apply from the Effective Date, whether or not the Flight has become a Confirmed Booking.

9. Price, Inclusions, Exclusions, Taxes and Handling Fee

9.1 The Total Price is fixed in US dollars for the Flight as described in the Booking Particulars. It may be increased only by the amounts payable under Clause 9.5 (Additional Charges), Clauses 9.6 and 9.12 (Taxes), Clause 11 (Operator Charges), Clause 13 (changes requested by the Customer), Clause 15.5(c) (substitute aircraft) or Clause 16.6 (re-pricing by the Operator), or by any other amount that the Customer agrees to pay under this Agreement.

9.2 Unless the Operator Notes state otherwise, the Charter Price includes only: (a) the aircraft and its crew for the Flight; (b) fuel for the planned route and schedule; (c) the landing, parking, handling and air navigation charges ordinarily incurred for the planned route and schedule; and (d) any on-board refreshments that the Operator chooses to provide, which may be limited on an Empty Leg (see Clause 6.5).

9.3 Unless the Operator Notes state otherwise, everything else is excluded from the Total Price, including:

• de-icing and anti-icing;
• hangarage, and parking beyond the planned schedule;
• special catering, beverages and other special requests;
• on-board Wi-Fi, satellite telephone and data usage;
• ground transportation, VIP terminal and lounge services;
• crew accommodation, per diems, duty extensions and additional crew made necessary by changes, delays or waiting not attributable to the Operator;
• additional flight time, positioning, stops, slots and permits, and the opening of airports outside normal hours, made necessary by changes, delays or requests not attributable to the Operator;
• customs, immigration and security overtime charges;
• Taxes not shown in the Price Breakdown;
• fuel, war-risk, insurance and other surcharges that the Operator Terms permit the Operator to charge; and
• any other item that the Operator Terms exclude from the Operator's price.

9.4 Prices shown in search results and listings, estimates (including any estimated price shown for an On-Request Empty Leg), and prices given by telephone (including by AltonaJet's automated telephone assistant), by e-mail or by any other means before the Effective Date are indicative only and do not bind AltonaJet.

9.5 Additional Charges. In addition to the Total Price, the Customer must pay the cost of every excluded item under Clause 9.3 that is incurred for the Flight and of every additional service requested by or for the Customer or any Passenger (the "Additional Charges"). Additional Charges that are also Operator Charges are governed by Clause 11 as well. AltonaJet will notify the Customer of Additional Charges when they become known to it. AltonaJet may require them to be paid before departure (including by way of a deposit under Clause 11.6), in which case payment is a condition of the Flight operating, or may invoice them after the Flight. Additional Charges are invoiced by AltonaJet separately from the online booking process and are payable within 7 days of the invoice date.

9.6 Taxes. The Operator's price for an Empty Leg does not include Taxes, and any applicable Taxes are added to it. The Customer bears all Taxes relating to the Flight and the Booking, whether or not they are shown in the Price Breakdown and whether they are assessed before or after the Flight. Taxes include any Tax that an authority assesses on AltonaJet as collector, as agent or as the person receiving payment for the Flight, whenever assessed, together with interest and penalties, and the Customer must reimburse AltonaJet for it on demand. Any Tax that is not included in the Total Price and is later charged by the Operator, an airport or an authority is payable by the Customer under Clause 11. Taxes are not refunded by AltonaJet, except that: (a) where a tax authority or the Operator refunds or credits to AltonaJet a Tax paid for the Booking, AltonaJet will pass that refund or credit on to the Customer, less the reasonable costs of obtaining it; (b) where AltonaJet has collected an amount as Taxes on an amount that AltonaJet refunds, and has not paid that amount and is not liable to pay it to any authority or to the Operator, AltonaJet may apply it against any Cancellation Charge, Operator Charges or other amount that the Customer owes and will refund any remaining balance to the extent that applicable law requires it; and (c) Clause 16.9 applies to Flights subject to 14 CFR Part 295. Taxes attributable to amounts that AltonaJet retains under this Agreement, such as the Cancellation Charge, are never refunded. Where AltonaJet refunds U.S. federal excise tax, it may claim the corresponding credit or refund under 26 U.S.C. 6415.

9.7 Handling Fee. The Handling Fee is a fixed amount per Booking, not a percentage, and is consideration for AltonaJet's booking, administration and coordination services. It is earned on the Effective Date and is non-refundable, except where Clause 16.3, Clause 16.5 or Clause 16.9 provides for its refund.

9.8 Discounts and programs. Discount and promotional codes do not apply to Empty Legs. No loyalty, membership, prepaid-hours or other program benefit applies to the Booking unless AltonaJet has expressly confirmed it in writing for this Booking.

9.9 Errors. If the Total Price or the Booking Particulars contain an obvious error, AltonaJet may correct it by notice to the Customer at any time before departure or, in the case of an error that the Customer knew of or ought reasonably to have known of, at any time. If the correction is to the Customer's disadvantage, the Customer may cancel the Booking by written notice given within 24 hours after AltonaJet's notice or, if departure is sooner, before departure, in which case AltonaJet refunds the amounts paid under Clause 16.3 and neither party has any further liability to the other in respect of the Booking, except under Clauses 20, 22 and 24. If the Customer does not cancel in time, the corrected terms apply.

9.10 Priced and On-Request Empty Legs. An Empty Leg may be listed on the Platform either with a price published by the Operator (a "Priced Empty Leg") or without one (an "On-Request Empty Leg"). For a Priced Empty Leg, the listed price includes AltonaJet's margin and the Handling Fee, but not Taxes. For an On-Request Empty Leg, any price shown is an estimate calculated by AltonaJet for guidance only and is not an offer. In both cases a Booking Request is subject to the Operator's confirmation and firm price, AltonaJet sends this Agreement only after the Operator has given a firm price, and the Total Price stated in the Booking Particulars is based on that firm price.

9.11 Reserved Price. For a Priced Empty Leg, the price that the Customer reserved when making the Booking Request is the "Reserved Price". If the Operator's firm price, increased by AltonaJet's margin and the Handling Fee, does not exceed the Reserved Price, the Customer pays the Reserved Price plus any Taxes, and any difference is retained by AltonaJet under Clause 7.5(b). If it exceeds the Reserved Price, the higher price was offered to the Customer for acceptance before this Agreement was sent, and the Total Price reflects the price that the Customer accepted.

9.12 U.S. federal excise taxes. Where the Flight, or any segment of it, is taxable transportation under 26 U.S.C. 4261 (in general, transportation by air within the United States and international transportation that begins or ends in the United States), the Customer must pay the federal excise taxes imposed on it, including, as applicable, the percentage tax on the amount paid, the domestic segment tax and the international arrival and departure tax. AltonaJet, as a person receiving payment for the transportation, may be required to collect these taxes under 26 U.S.C. 4291. It may collect them as part of the Total Price, by a separate invoice before departure or, if they were not collected before departure, by an invoice after the Flight under Clause 9.6. Where the Operator charges these taxes to AltonaJet, they are passed on at cost under Clause 11. The Customer must provide any exemption certificate or information that AltonaJet reasonably requests in order to determine whether these taxes apply.

10. Payment

10.1 All amounts under this Agreement are payable in US dollars, in full, without any deduction, withholding, set-off or counterclaim. If the Customer is required by law to make any deduction or withholding from a payment, it must pay such additional amount as ensures that AltonaJet receives and retains, free of the deduction or withholding, the full amount that it would have received had no deduction or withholding been required. The Customer bears all currency conversion costs and the exchange-rate risk. Time is of the essence for every payment obligation of the Customer.

10.2 The Customer may pay by: (a) bank wire transfer to the bank account in AltonaJet's name stated in the Payment Instructions, quoting the Booking Reference; or (b) where AltonaJet offers it for the Booking, card payment through a secure payment link that AltonaJet sends with or after the Payment Instructions and that is processed by a third-party payment service provider. AltonaJet does not place any pre-authorization or hold on a card when a Booking Request is made, does not accept cash and does not collect card details on the Platform for flights. Where card payment is offered, any card processing surcharge disclosed before payment is payable by the Customer to the extent permitted by law. Before accepting a card payment, AltonaJet may require a signed card authorization from the cardholder and a copy of the cardholder's identification document, and may refuse a card payment, or require payment by bank wire instead, if they are not provided or if the cardholder is not the Customer.

10.3 Payment Deadline. The Total Price must be received in Cleared Funds by the earlier of: (a) the deadline stated in the Payment Instructions; and (b) 24 hours before the Scheduled Departure Time. If the Effective Date is less than 24 hours before the Scheduled Departure Time, the Total Price is payable immediately on receipt of the Payment Instructions and must be received in Cleared Funds before departure. The applicable time is the "Payment Deadline". The Customer bears the risk of the time that banks and payment providers take to transfer funds.

10.4 Bank charges. The Customer must pay all charges of its own bank and of any intermediary or correspondent bank, and any deduction made for currency conversion, for example by instructing that all charges are to be borne by the sender. Any shortfall in the amount received is payable by the Customer before the Flight becomes a Confirmed Booking. A short payment is never treated as full payment unless AltonaJet expressly agrees in writing, and any such agreement applies only to that payment.

10.5 Booking Reference and payer. The Customer must quote the Booking Reference with every payment. AltonaJet is not responsible for any delay in matching a payment made without it. AltonaJet may refuse a payment made by a person other than the Customer, return it at the payer's cost, or require information about the payer before accepting it.

10.6 Payment security. Bank transfers must be made only to the AltonaJet bank account stated in the Payment Instructions issued through the Customer Account or by e-mail from an altonajet.com address. Card payments must be made only through a payment link that AltonaJet sends, or that its payment service provider sends at AltonaJet's request after AltonaJet has told the Customer, through the Customer Account or by e-mail from an altonajet.com address, to expect it; the payment is processed by a third-party payment service provider and may appear on the card statement under that provider's name. AltonaJet never changes its bank details by e-mail alone. If the Customer receives payment details that differ from those in the Payment Instructions, or any request to pay another person (including a request under Clause 10.11 to pay the Operator directly), the Customer must not pay until it has confirmed the details or the request with AltonaJet by telephone, using the number published on the Platform (currently +1 302 687 9443). To the extent permitted by law, a payment made to any other account or person, including as a result of fraud, interception, impersonation or the compromise of the Customer's e-mail account, does not discharge the Customer's payment obligations, and AltonaJet is not liable for it unless it was caused by AltonaJet's gross negligence or by a breach of AltonaJet's own systems.

10.7 Partial payments and over-payments. A partial payment does not create a Confirmed Booking. AltonaJet may apply any amount received first to Operator Charges and Additional Charges, then to the Handling Fee and Taxes, and then to the Charter Price. AltonaJet will refund any over-payment, less bank charges, or may apply it to any amount that the Customer owes.

10.8 Late payment. If any amount is not received in Cleared Funds when due: (a) AltonaJet may suspend its services under this Agreement and under any other booking of the Customer, including the release of the operational information under Clause 14.6, and the Operator may release the aircraft; (b) AltonaJet may cancel the Booking for Customer Default under Clause 12.7; (c) the overdue amount bears interest from the due date until the date of payment at 1.5% per month or, if lower, the highest rate permitted by law; and (d) the Customer must pay AltonaJet's reasonable costs of collection, including attorneys' fees and collection agency costs.

10.9 Set-off by AltonaJet. AltonaJet may set off any amount that the Customer owes to AltonaJet under this Agreement or in connection with any other booking against any amount that AltonaJet holds for, or owes to, the Customer, including any refund.

10.10 Chargebacks. Before disputing any payment with its bank or card issuer, the Customer must contact AltonaJet in writing and give AltonaJet at least 15 days to resolve the matter, unless waiting would cause the Customer to lose a right under applicable law. The Customer must not initiate, and must ensure that the cardholder or any other payer does not initiate, a chargeback or other payment reversal for amounts properly due under this Agreement, including for a Flight that was performed, for a Cancellation Charge, Operator Charges or Additional Charges validly applied, or for a Booking that the Customer canceled. The Customer is responsible for any chargeback or payment reversal initiated by a person who paid on its behalf. If a chargeback or other payment reversal (i) is not made in good faith in the exercise of a right described in the last sentence of this Clause 10.10, or (ii) is decided in AltonaJet's favor, the Customer must pay AltonaJet the amount reversed, any chargeback or dispute fees and AltonaJet's costs, to the extent permitted by law; and in case (i), or in case (ii) if that amount is not paid within 7 days, AltonaJet may cancel any unflown Flight for Customer Default under Clause 12.7 and suspend the Customer Account and any other booking of the Customer. The outcome of a chargeback or card-scheme process does not determine the parties' rights under this Agreement: any amount reversed that was properly due remains a debt owed to AltonaJet, and any amount that the Customer or a payer recovers through a chargeback or other payment reversal reduces any refund due under this Agreement and, to the extent that it exceeds the Customer's entitlement, must be repaid to AltonaJet. The Customer agrees that AltonaJet may provide this Agreement, the e-signature audit trail, the Customer's communications, call records and the Booking records to the payment service provider and the card issuer as evidence. Nothing in this Clause 10.10 limits any right that the Customer has under applicable law, including the Fair Credit Billing Act and Regulation Z, or under the rules of the card scheme, to dispute a charge, including a charge that the Customer considers unauthorized or for services not provided as agreed; a dispute made in good faith in the exercise of such a right is not a breach of this Agreement or a Customer Default, but if it is resolved in AltonaJet's favor, the amount disputed remains payable.

10.11 Invoices. AltonaJet issues an invoice or receipt for the Total Price in its own name. Doing so does not make AltonaJet the provider of the air transportation. Payment of the Total Price to AltonaJet discharges the Customer's obligation to pay the Charter Price for the Flight, and the Customer must not pay the Operator or any other third party directly unless AltonaJet has asked it to do so through the Customer Account or by a written notice that the Customer has verified under Clause 10.6.

10.12 Funds. Except where applicable law requires otherwise, AltonaJet receives all payments as its own funds and not on trust, may pay them into its general accounts and commingle them with other funds, and is not obliged to account for any interest earned on them. AltonaJet's obligations to pay the Operator and to make refunds are contractual obligations only.

11. Operator Terms and Pass-Through of Operator Charges

11.1 The Operator Terms apply. The Flight is subject to the Operator Terms. The Customer agrees to be bound by them and must ensure that every Passenger complies with them. As between the Customer and the Operator, the Operator Terms prevail over this Agreement on operational matters, as provided in Clause 28.3. Nothing in the Operator Terms imposes on AltonaJet any obligation or liability of a carrier or reduces any obligation of the Customer to AltonaJet.

11.2 The Customer acknowledges that every Operator has its own terms, that those terms differ from Operator to Operator and from flight to flight, that they may be contained in the Operator's own documents or in the terms of a Marketplace, and that they may not be supplied before the Effective Date. AltonaJet may summarize the Operator's cancellation or other charges in the Operator Notes or in writing, but the absence or incompleteness of a summary does not limit the Customer's obligations. AltonaJet will provide, on request, a copy or a summary of the Operator Terms that it holds. The Customer may make that request before signing and is not obliged to sign until it has received what AltonaJet holds. The Customer's obligation to pay Operator Charges under this Clause 11 does not depend on the Operator Terms having been provided or reviewed, and applies whether or not the Operator Terms are stricter than this Agreement, because it is an obligation to reimburse liabilities that AltonaJet incurs as the Customer's agent and, independently, an express term of the price for the Booking.

11.3 "Operator Charges" means every amount, fee, charge, cost, surcharge, penalty, fine, forfeiture, deduction, damages or other sanction of any kind that the Operator, a Marketplace, an airport operator, an FBO or ground handling agent, a caterer, a fuel supplier, an air navigation service provider, any customs, immigration, aviation or other authority, or any other third party charges to, imposes on, claims from, withholds or deducts from, sets off against, refuses to refund to, or recovers from AltonaJet (including from any deposit, credit or balance that AltonaJet holds with that person), or that AltonaJet becomes liable to pay, or pays in good faith to settle a claim or to avoid the cancellation or delay of the Flight, the detention of the aircraft or the suspension of AltonaJet's account with a Marketplace, in each case in connection with the Booking, the Flight, the Customer or any Passenger, together with the related bank, payment-processing and currency-conversion costs incurred by AltonaJet. Where the Booking is canceled, or the Flight or any part of it is not performed, for a reason attributable to the Customer or any Passenger (including a cancellation by the Customer, a Customer Default or a no-show), every part of the price paid or payable by AltonaJet to the Operator or a Marketplace that the Operator or Marketplace retains, forfeits, charges or does not refund is an Operator Charge. Operator Charges do not include: (a) the price paid by AltonaJet to the Operator for the Flight itself, to the extent that the Flight is performed as booked and the Customer has paid the Charter Price; (b) any amount to the extent that it is caused by AltonaJet's fraud, gross negligence, willful misconduct or material breach of this Agreement, of the terms of any Marketplace or of applicable law, or by a default of the Operator that is not attributable to the Customer, any Passenger or a Force Majeure Event; or (c) any fine or penalty imposed on AltonaJet for its own non-compliance with law.

11.4 Operator Charges include, for example:

• cancellation fees and charges, including charges under any cancellation schedule in the Operator Terms, and the retention or forfeiture of any part of the price paid or payable to the Operator or a Marketplace;
• change, amendment, re-routing and re-scheduling fees;
• no-show charges;
• waiting time, delay, crew duty extension, additional crew, crew accommodation and overnight charges;
• additional flight time, positioning and repositioning, extra stops, and slot, permit, overflight, landing, parking, handling and air navigation charges arising from changes, delays or requests;
• de-icing, anti-icing and hangarage;
• catering, beverages, ground transportation, VIP terminal and other special services ordered for the Customer or any Passenger;
• cleaning, deodorizing, smoking, damage, repair and loss-of-use charges;
• fines, penalties and costs imposed by any authority, including for missing, invalid or inaccurate Passenger information or travel documents, refusal of entry, removal or deportation, and breaches of customs, immigration, security or dangerous-goods rules, together with the costs of any detention or release of the aircraft;
• Taxes not included in the Total Price; and
• any other penalty, charge or sanction under the Operator Terms or under the terms of any Marketplace.

11.5 PASS-THROUGH: THE CUSTOMER MUST PAY TO ALTONAJET, IN FULL, ALL OPERATOR CHARGES. Operator Charges are payable in addition to the Total Price and in addition to the amounts that AltonaJet retains for itself under this Agreement, such as the Handling Fee, the Taxes and, where applicable, the Cancellation Charge (subject to the rule against double counting in Clause 12.5). This applies whether the Operator Charges arise before, during or after the Flight, whether or not the Flight operates, and even if they exceed the amounts in the cancellation schedule in Clause 12.4. Operator Charges are passed through at the amount charged to or incurred by AltonaJet, converted into US dollars at the rate at which AltonaJet pays them, without mark-up.

11.6 Collection. AltonaJet may: (a) deduct Operator Charges from any amount that it holds for, or owes to, the Customer, including any refund; (b) require payment of Operator Charges that are known before departure as a condition of the Flight operating; (c) require the Customer to pay before departure a deposit on account of Additional Charges and Operator Charges that AltonaJet reasonably expects for the Flight (for example for de-icing, waiting, catering, cleaning, the carriage of an animal, or any damage or security deposit that the Operator requires), which AltonaJet will settle against the actual charges after the Flight, refunding any balance under Clause 16.8, and payment of which is a condition of the Flight operating; and (d) invoice any balance, which is payable within 7 days of the invoice date. Clause 10.8 applies to late payment.

11.7 Statement and disputes. AltonaJet will give the Customer a statement of the Operator Charges with reasonable supporting information, such as a copy or extract of the Operator's invoice or statement, from which AltonaJet may remove commercially confidential information. The statement is binding on the Customer, absent manifest error, unless the Customer disputes it by written notice, giving reasons, within 14 days after receiving it. A dispute does not relieve the Customer from paying the undisputed part. AltonaJet may, but is not obliged to, query a disputed charge with the Operator, and AltonaJet is not obliged to bring proceedings against the Operator.

11.8 Basis of the pass-through. The Customer acknowledges that Operator Charges are liabilities that AltonaJet incurs as the Customer's agent and for the Customer's account under Clause 7.4 and that, independently of that agency, the Customer has expressly agreed in this Clause 11 to pay them as part of the price for the Booking. Their reimbursement is not a penalty. The Customer's obligations under this Clause 11 survive the performance, cancellation or termination of this Agreement.

11.9 No direct settlement. The Customer must refer to AltonaJet any request or claim by the Operator relating to the Booking and must not agree changes, extras or charges directly with the Operator without AltonaJet's written consent. No direct arrangement with the Operator reduces the Customer's obligations to AltonaJet.

11.10 Relationship with the Platform Terms. This Clause 11 is in addition to Section 11 of the Platform Terms (Supplier Terms and Pass-Through of Supplier Charges), which also applies to the Flight, and the "Supplier Charges" and "Extras" referred to there are Operator Charges and Additional Charges for the purposes of this Agreement. Where this Agreement and the Platform Terms provide different methods of calculating the same amount, this Agreement applies. No amount is charged twice.

12. Cancellation by the Customer; Customer Default

12.1 The Customer may cancel the Booking at any time after the Effective Date by written notice to AltonaJet under Clause 26.4, including through the cancellation request function in the Customer Account. Once this Agreement has been signed or has otherwise taken effect, the Booking can no longer be canceled online by the Customer alone; a cancellation request is processed by AltonaJet's team. A cancellation takes effect when the notice is received by AltonaJet, as provided in Clause 26.4, and cannot be withdrawn once AltonaJet has passed it on to the Operator.

12.2 The Customer's right to cancel is subject to payment of the Cancellation Charge. The Cancellation Charge is the agreed price for the exercise of that right and is not damages for breach.

12.3 The "Cancellation Charge" is the greater of: (a) the percentage of the Charter Price set out in Clause 12.4 for the time at which the cancellation takes effect; and (b) the sum of (i) the total Operator Charges arising from the cancellation, including every part of the price paid or payable to the Operator that the Operator retains, forfeits or charges, and (ii) an amount equal to ten percent (10%) of the Charter Price, which the parties agree represents the margin or commission of AltonaJet lost because of the cancellation. AltonaJet is not required to disclose its actual AltonaJet Remuneration to rely on Clause 12.3(b)(ii).

12.4 The cancellation schedule, measured from the Scheduled Departure Time, is:

• more than 7 days before: 50% of the Charter Price;
• 7 days or less, but more than 72 hours, before: 75% of the Charter Price; and
• 72 hours or less before, or no-show under Clause 14.3: 100% of the Charter Price.

12.5 In addition to the Cancellation Charge: (a) the Handling Fee is non-refundable; (b) Taxes are refunded only as provided in Clause 9.6; and (c) the Customer must pay all other Operator Charges and Additional Charges incurred for the Booking (for example, for catering or ground services already ordered) under Clauses 9.5 and 11. Operator Charges and the amount taken into account under Clause 12.3(b) are not charged twice, and the Handling Fee is not included in Clause 12.3(b)(ii).

12.6 Settlement. AltonaJet will deduct the amounts due under Clauses 12.3 and 12.5 from the amounts paid by the Customer and refund any balance under Clause 16.8. AltonaJet may withhold the refund until the Operator and any other third party have confirmed their charges in writing. Any settlement or refund made before then is provisional: if further Operator Charges become known later, or the Operator Charges exceed the amount on which the settlement was based, the Customer must pay the difference within 7 days of AltonaJet's invoice. If the amounts paid are insufficient, including where the Customer has not yet paid, the Customer must pay the shortfall within 7 days of AltonaJet's invoice.

12.7 Customer Default. Each of the following is a "Customer Default":

• (a) failure to pay any amount by its due date, including failure to pay the Total Price by the Payment Deadline;
• (b) failure to provide Passenger information, documents or compliance information when required under Clause 19 or Clause 25, or the provision of false or misleading information;
• (c) a breach of Clause 25;
• (d) a chargeback or other payment reversal that is not made in good faith in the exercise of a right described in the last sentence of Clause 10.10, or that is decided in AltonaJet's favor where the amount reversed is not paid within 7 days;
• (e) the refusal by the Operator or the Pilot-in-Command to carry all of the Passengers for reasons attributable to the Customer or any Passenger;
• (f) failure to pay any amount due to AltonaJet under any other booking or agreement;
• (g) failure to sign, or to procure that the Passengers sign, any document required under Clause 7.2 or Clause 28.11 within the time that AltonaJet specifies;
• (h) threatening, abusive or harassing conduct by the Customer or any Passenger towards AltonaJet's staff, the Operator or the crew;
• (i) any other material breach of this Agreement by the Customer; and
• (j) the Customer becoming insolvent or the subject of insolvency proceedings.

If a Customer Default occurs, AltonaJet may cancel the Booking by notice to the Customer. A cancellation for Customer Default is treated as a cancellation by the Customer taking effect at the time of AltonaJet's notice, and Clauses 12.3 to 12.6 and 12.11 apply.

12.8 Reasonable pre-estimate. The parties acknowledge that, at the Effective Date: (a) the Operator has confirmed or indicated the Flight to AltonaJet, may treat the aircraft as committed to the Booking from that time, and may impose cancellation charges on AltonaJet under terms that vary between Operators, are often not disclosed to AltonaJet in advance and commonly increase sharply as departure approaches, and an Empty Leg released at short notice can rarely be resold before departure; (b) on a cancellation AltonaJet loses the AltonaJet Remuneration and will already have incurred the cost of sourcing, negotiating and documenting the Booking; and (c) these losses cannot be calculated with certainty at the Effective Date. The schedule in Clause 12.4 and the amount in Clause 12.3(b)(ii) have been set by reference to the cancellation terms that operators commonly apply to empty leg and on-demand charter flights and to the AltonaJet Remuneration, and the Cancellation Charge is a reasonable pre-estimate of AltonaJet's loss. If and to the extent that the Cancellation Charge is held to be damages rather than the price of the right to cancel, it is agreed liquidated damages and not a penalty.

12.9 AltonaJet may, in its discretion, waive or reduce any amount payable under this Clause 12. A waiver or reduction must be confirmed in writing under Clause 28.4 and applies only to the Booking for which it is given.

12.10 The cancellation of a Booking Request before the Effective Date, including by declining or not signing this Agreement, is governed by the Platform Terms.

12.11 Fallback. If the Cancellation Charge, or the percentage that applies under Clause 12.4 in a particular case, is held to be unenforceable, the Customer must instead pay, for the cancellation concerned: (a) all Operator Charges arising from the cancellation, including the Operator's cancellation fee and every part of the price paid or payable to the Operator that the Operator retains or forfeits; (b) the AltonaJet Remuneration for the Booking, other than the Handling Fee, or, if AltonaJet so elects, an amount equal to ten percent (10%) of the Charter Price; and (c) AltonaJet's other reasonable costs and losses caused by the cancellation; and Clause 12.5 continues to apply. A finding that the Cancellation Charge is unenforceable in one case does not affect its application in any other case.

13. Changes Requested by the Customer

13.1 The Customer must send any request to change the Booking to AltonaJet in writing, as early as possible, and not to the Operator directly.

13.2 Every change is subject to the Operator's acceptance and availability. AltonaJet does not guarantee that any change can be made. A request for a change does not cancel the Booking or suspend any obligation of the Customer.

13.3 No change of date, time or route. The date, departure time, route and aircraft of an Empty Leg are determined by the Operator's Primary Mission. They normally cannot be changed at the Customer's request, and no stop can be added. AltonaJet may pass a request for such a change to the Operator. If the Operator will accept the change only as a new booking, or charges for it as if it were a cancellation, AltonaJet will tell the Customer, before acting on the request, the amounts that would be payable. If the Customer then confirms the change in writing, the existing Booking is treated as canceled by the Customer under Clause 12 and rebooked, and the Cancellation Charge and the other amounts under Clause 12.5 apply to the canceled Booking, unless AltonaJet agrees in writing to waive or reduce them under Clause 12.9. If the Operator does not accept the change, or the Customer does not confirm it, the Booking continues on its existing terms.

13.4 Other changes. If the Operator accepts any other change, such as an additional service, the Customer must pay its cost, all resulting Operator Charges and Taxes, and any other amount that AltonaJet notifies as a condition of the change. No change reduces the Total Price.

13.5 If a change is not accepted, the Booking continues on its existing terms. If the Customer then cancels the Booking, or states that it will not take the Flight on its existing terms, Clause 12 applies, and if no Passenger takes the Flight, Clause 14.3 applies.

13.6 Passenger names may be changed until the deadline in Clause 19.3, subject to the Operator's acceptance and to each new Passenger holding valid travel documents. The number of Passengers may be increased only within the seating, weight and balance limits of the aircraft, with the Operator's acceptance and at the Customer's cost. A reduction in the number of Passengers does not reduce the Total Price.

14. Passenger Readiness, Late Arrival, No-Show and Waiting

14.1 Passengers must arrive at the departure terminal or FBO notified by AltonaJet or the Operator, with their travel documents and baggage, by the reporting time set by the Operator or, if none is set, at least 30 minutes before the Scheduled Departure Time for a domestic flight and at least 60 minutes before it for an international flight.

14.2 The Operator is not obliged to wait for late Passengers. Any waiting is at the discretion of the Operator and the Pilot-in-Command, and all resulting costs, including waiting charges, crew duty extensions, lost slots and airport charges, are Operator Charges payable by the Customer.

14.3 No-show. If no Passenger has reported for the Flight within 60 minutes after the Scheduled Departure Time (or within any shorter period that the Operator Terms, crew duty limits, slot times or airport operating hours require), or if the Customer or the Passengers otherwise fail to take the Flight, the Operator may cancel the Flight, and the Customer is treated as having canceled it less than 72 hours before the Scheduled Departure Time (a "no-show"). The Cancellation Charge at 100% of the Charter Price and all Operator Charges then apply.

14.4 If some, but not all, of the Passengers report, the Flight may operate with those who have reported. No refund is due for Passengers who do not travel.

14.5 If a late arrival or any other act or omission of the Customer or a Passenger causes the loss of a slot, the closure of an airport or the expiry of crew duty time, the Flight may be delayed, including to the next day, or canceled. All resulting costs are Operator Charges and, if the Flight is canceled, Clause 14.3 applies.

14.6 Operational information. AltonaJet will pass on to the Customer the operational information that the Operator provides for the Customer, such as the departure terminal or FBO, the reporting time and any document requirements. If the Customer has not received this information 24 hours before the Scheduled Departure Time or, for a Booking made later, promptly after the Flight becomes a Confirmed Booking, the Customer must contact AltonaJet. AltonaJet is not responsible for the accuracy of information supplied by the Operator.

15. Delays, Schedule Changes, Diversions and Substitute Aircraft

15.1 Departure and arrival times, flight times and routings are estimates and are not guaranteed.

15.2 Permitted Changes. The Operator may change the schedule, routing, refueling stops, ground handling arrangements and crew of the Flight for operational, regulatory, weather, safety or air traffic reasons or because of a change to the Primary Mission. The Customer accepts each of the following without any right to cancel free of charge, to a refund or to compensation (each a "Permitted Change"): (a) a change of the departure time by up to 3 hours, earlier or later, including as a result of a change to the Primary Mission; (b) the use of another airport serving the same city or area, or located within 100 km (62 miles) of the booked airport; (c) a technical or refueling stop; and (d) a substitute aircraft under Clause 15.5(a), subject, in the case of a substitute operator, to Clause 5.4. Ground transportation between an alternative airport and the booked airport is at the Customer's cost unless the Operator provides it.

15.3 Other changes before departure. If, before departure, the Operator makes a change that is not a Permitted Change and is not attributable to the Customer or any Passenger, AltonaJet will notify the Customer, who may either accept the change or cancel the Booking with a refund under Clause 16.3. The Customer must reply within the period stated in AltonaJet's notice, which may be short if departure is close. Where departure is within 48 hours, AltonaJet will also try to reach the Customer by telephone or messaging service under Clause 26.3, but a failure to reach the Customer does not affect this Clause. If the Customer does not reply in time, the Customer is treated as having accepted the change, and Clause 14 (including Clause 14.3 on no-show) applies to the Flight as changed.

15.4 Delays. Neither AltonaJet nor, to the extent permitted by the Operator Terms and applicable law, the Operator is liable for delays caused by weather, air traffic control, slot restrictions, airport or airspace restrictions, technical or safety reasons, Force Majeure Events, or the acts or omissions of the Customer or any Passenger. AltonaJet does not pay compensation for delay. Any claim for delay against the Operator is governed by the Operator Terms and applicable law, and AltonaJet may, at the Customer's request and cost, assist in passing such a claim to the Operator.

15.5 Substitute aircraft.

• (a) AltonaJet or the Operator may substitute another aircraft of the same or a higher category, operated by the Operator or by another operator that holds the certificates and authorizations described in Clauses 5.2 and 5.9 for the Flight, without any change to the Total Price. A substitute aircraft operated by the same Operator does not require the Customer's consent. A substitute operator is subject to Clause 5.4.
• (b) If only an aircraft of a lower category, or with materially different characteristics, is available, AltonaJet will offer it to the Customer, who may accept it, with a refund of any price difference that AltonaJet actually recovers from the Operator, or reject it, in which case the Booking is canceled with a refund under Clause 16.3.
• (c) If a suitable substitute is available only at a higher price and the substitution is not attributable to the Customer or any Passenger, AltonaJet is not obliged to pay the difference. The Customer may pay the difference or reject the substitute, in which case the Booking is canceled with a refund under Clause 16.3.
• (d) If the substitution is attributable to the Customer or any Passenger, for example because there are more Passengers or more baggage than booked, the Customer must pay any additional cost.

15.6 Diversions and interruptions. The Operator or the Pilot-in-Command may divert or interrupt the Flight at any point. If the Passengers are carried to an alternative airport of the kind described in Clause 15.2(b), the Flight is treated as performed. Otherwise, the Operator Terms apply. Onward transportation, accommodation and other costs following a diversion or interruption are at the Customer's cost unless the Operator provides them. Subject to Clause 16.9, any refund for an unflown portion of the Flight is limited to the amount that AltonaJet actually receives from the Operator for that portion, less any Operator Charges payable by the Customer.

15.7 If a diversion, interruption, delay or cancellation is caused by the Customer or any Passenger (for example, by misconduct, by a medical condition that was not disclosed in advance or by missing travel documents), no refund is due and all resulting costs are Operator Charges.

16. Cancellation or Non-Performance by the Operator or AltonaJet; Refunds

16.1 If the Operator cancels the Flight or fails to operate it for reasons not attributable to the Customer or any Passenger, including because the Primary Mission is canceled or changed or because the aircraft is needed for another flight, AltonaJet will notify the Customer and may, but is not obliged to, offer a substitute aircraft under Clause 15.5, another empty leg flight or a charter flight at its normal price. Any alternative other than a substitute aircraft requires a new agreement.

16.2 AltonaJet may cancel the Booking by notice to the Customer if: (a) the Operator cancels the Flight and no substitute aircraft is accepted; (b) a Force Majeure Event prevents the Flight; (c) performing the Booking would breach applicable law or sanctions, or would expose AltonaJet to a risk of such a breach; (d) AltonaJet reasonably considers that the Flight cannot be operated safely; (e) AltonaJet reasonably suspects fraud, identity theft or the use of a payment method without the authorization of its holder; or (f) for any other reason, at any time before the Flight becomes a Confirmed Booking. In each case, a refund under Clause 16.3 is the Customer's sole remedy. If the cause is attributable to the Customer or any Passenger, Clause 12.7 applies instead.

16.3 Refund. Subject to Clause 16.9, if the Booking is canceled under Clause 8.5, 9.9, 15.3, 15.5(b), 15.5(c), 16.1, 16.2 or 16.6 for reasons not attributable to the Customer or any Passenger, AltonaJet will refund to the Customer every amount paid under this Agreement, including the Handling Fee (Taxes are refunded only as provided in Clause 9.6), less only: (a) Additional Charges for services actually provided to the Customer or any Passenger; (b) in the case of a Force Majeure Event, the amounts referred to in Clause 17.3; and (c) any other amount that the Customer owes to AltonaJet and that AltonaJet sets off under Clause 10.9. Where Clause 16.5 applies, it limits the refund under this Clause 16.3 as provided in it.

16.4 Sole remedy. A refund under Clause 15.6 or this Clause 16 is the Customer's sole and exclusive remedy against AltonaJet for the cancellation, non-performance or interruption of the Flight. AltonaJet is not liable for the cost of alternative transportation or accommodation or for any other loss. The Customer's rights against the Operator under the Operator Terms and applicable law are not affected, and AltonaJet may, at the Customer's request and cost, assist the Customer in passing a claim to the Operator.

16.5 Operator or Marketplace failure; refunds dependent on recovery. Subject to Clause 16.9, if AltonaJet has paid any part of the Total Price to the Operator, a Marketplace or another third party for the Flight, and either (a) the Operator, that Marketplace or that third party becomes insolvent, ceases operations, loses or has suspended any certificate or authorization required for the Flight, or becomes subject to sanctions, or (b) the Operator cancels the Flight, withdraws its confirmation, makes a change under Clause 15.3 or offers a substitute under Clause 15.5(b) or (c), and the amount so paid is not refunded to AltonaJet within 60 days, then AltonaJet's refund obligation under Clause 16.3 or any other Clause, in respect of the amount so paid and not refunded, is limited to the amount that AltonaJet actually recovers in respect of the Flight from the Operator, a Marketplace, an insurer, a payment scheme or any other source, less the costs of recovery, and is due within 30 days after AltonaJet receives it. AltonaJet still refunds, under Clause 16.3, the AltonaJet Remuneration (including the Handling Fee) and any part of the Total Price that it has not paid to a third party. AltonaJet may, but is not obliged to, take steps to recover the amounts paid. It is not obliged to bring proceedings or to incur costs that it considers disproportionate, and it may instead assign its claims to the Customer. Taxes are dealt with under Clause 9.6.

16.6 Re-pricing by the Operator. If, after the Effective Date, the Operator increases its price for reasons not attributable to the Customer or any Passenger, other than by way of Operator Charges payable by the Customer under Clause 11, AltonaJet will notify the Customer. AltonaJet is not obliged to bear the increase. The Customer may either accept the increase and pay it within the period stated in the notice, or cancel the Booking with a refund under Clause 16.3.

16.7 Before the Effective Date. The consequences of the Operator declining the Booking Request, not responding to it or revising its price before the Effective Date are governed by the Platform Terms.

16.8 How refunds are made. Subject to Clause 16.9, refunds are made in US dollars to the original payment method or to the bank account from which the payment was received, unless AltonaJet agrees otherwise after verifying the Customer's identity and the new account. AltonaJet will initiate a refund within 30 days after it becomes due or, where the refund depends on a recovery from the Operator or another third party, within 30 days after AltonaJet receives the recovered funds. Bank charges for sending a refund are deducted from it, except in the case of a refund under Clause 16.3. AltonaJet is not responsible for the time that banks or payment providers take to credit a refund or for exchange-rate differences. AltonaJet may deduct from any refund any amount that the Customer owes, as provided in Clause 10.9. No interest accrues on any amount that AltonaJet holds for the Customer or refunds. AltonaJet may suspend a refund while a chargeback or other payment dispute, a check under Clause 25 or a claim by the Operator or a Marketplace relating to the Booking is pending.

16.9 Flights subject to 14 CFR Part 295. Where the Flight is air transportation within the meaning of 49 U.S.C. 40102 (in general, a Flight that begins or ends in, or operates within, the United States), the following apply notwithstanding Clauses 9.6, 15.6, 16.3, 16.5, 16.8, 17.3 and 27.8:

• (a) if the Flight cannot be performed for any reason not attributable to the Customer or any Passenger, including an Operator or Marketplace failure under Clause 16.5 or a Force Majeure Event, AltonaJet will refund all amounts paid for the Flight, including the Handling Fee and the Taxes collected for the Flight, less only Additional Charges for services actually provided to the Customer or any Passenger;
• (b) every refund under Clause 16.9(a), and every other refund that 14 CFR 295.26 requires, will be made promptly and in any event within the time required by 14 CFR 295.26, namely, for a card payment, the time required by 14 CFR 374.3 and the Truth in Lending rules for credit card refunds and, for any other payment, 20 days after AltonaJet receives the Customer's complete refund request, whether or not AltonaJet has recovered the corresponding amount from the Operator or any other person; and
• (c) to the extent that AltonaJet makes a refund under this Clause 16.9 that it has not recovered, the Customer assigns to AltonaJet its claims against the Operator and any other person in respect of the amount refunded.

17. Force Majeure and Adverse Events

17.1 "Force Majeure Event" means any event or circumstance beyond the reasonable control of AltonaJet or the Operator, including: adverse weather or other natural conditions; air traffic control restrictions, slot or airport capacity limitations, and the closure of airports or airspace; acts or orders of any government or authority, including the refusal, withdrawal or delay of landing, overflight or other permits; war, hostilities, terrorism, civil unrest, piracy, or threats of any of them; epidemics, pandemics, quarantine and public health restrictions; strikes and other industrial action, other than by AltonaJet's own staff; fire, flood, earthquake, volcanic activity and other natural disasters; the unavailability or rationing of fuel; technical or airworthiness problems or unscheduled maintenance of the aircraft, and the illness or unavailability of crew, in each case not resulting from a failure of the Operator to exercise reasonable care; the refusal or withdrawal by the aircraft owner or lessor of its consent to the use of the aircraft; sanctions and export controls; failures of utilities, telecommunications, the internet, banking systems, payment providers or Marketplaces; and cyber attacks.

17.2 Neither AltonaJet nor the Operator is liable for any failure or delay in performance caused by a Force Majeure Event, and AltonaJet's obligations are suspended for as long as the Force Majeure Event continues. A Force Majeure Event does not suspend or excuse any obligation of the Customer to pay money, including the obligation to pay the Total Price by the Payment Deadline, and an event affecting the Customer's bank, payment method or country of residence is not a Force Majeure Event in relation to the Customer's obligations.

17.3 Subject to Clause 16.9, if a Force Majeure Event prevents the Flight from departing and the Booking is canceled under Clause 16.2(b), AltonaJet will refund the Customer under Clause 16.3, less any amount that the Operator is entitled under the Operator Terms to retain, and does retain, for costs already incurred for the Flight. Instead of a refund, the Customer may accept a new date that AltonaJet is able to offer with the Operator's agreement, paying any price difference.

17.4 If a Force Majeure Event occurs after departure, Clause 15.6 applies.

17.5 Circumstances affecting the Customer or a Passenger personally, such as illness, injury or death, the refusal of a visa or of entry, a change of business or personal plans, the cancellation of an event that the Passengers intended to attend, or a forecast of adverse conditions where the Operator remains willing to operate the Flight, are not Force Majeure Events. A cancellation by the Customer for any such reason is a cancellation under Clause 12. The Customer is advised to insure against these risks (see Clause 23.3).

18. Safety and Authority of the Operator and Pilot-in-Command

18.1 Operational control of the Flight rests exclusively with the Operator. The Pilot-in-Command has final authority over the operation of the aircraft and the safety of the Flight.

18.2 The Operator and the Pilot-in-Command may at any time, in their sole judgment, refuse to carry any Passenger, baggage or item; delay, divert or cancel the Flight; land at any airport; or require any Passenger to disembark, for reasons of safety, security, weather, technical condition or legal or regulatory requirements, or because of the condition or conduct of any Passenger.

18.3 These decisions are final and binding on the Customer and all Passengers. AltonaJet has no control over them and, to the maximum extent permitted by law, is not liable for them.

18.4 If a decision under Clause 18.2 results from the condition, conduct, documents or baggage of the Customer or any Passenger, no refund is due, the Customer is treated as a no-show under Clause 14.3 if the Flight does not operate, and all resulting costs are Operator Charges.

18.5 In any other case, Clauses 15, 16 and 17 apply.

18.6 Crew duty and rest limits are mandatory. If a delay caused by the Customer or any Passenger causes these limits to be exceeded, Clause 14.5 applies.

19. Passengers, Travel Documents, Conduct, Baggage, Dangerous Goods, Animals and Smoking

19.1 The Customer is responsible for every Passenger and must ensure that each Passenger complies with this Agreement, the Operator Terms and applicable law. As between AltonaJet and the Customer, the acts and omissions of each Passenger are treated as acts and omissions of the Customer.

19.2 Passenger information. For each Passenger, the Customer must provide the full name exactly as it appears in the Passenger's travel document, the date of birth, the nationality, the travel document number and expiry date, and any other information that the Operator or any authority requires. The Customer warrants that this information is complete and accurate.

19.3 Deadline. Passenger information, and any change to it, must be given to AltonaJet at least 24 hours before the Scheduled Departure Time, or by any earlier deadline that the Operator or an authority requires (for example, for advance passenger information or for landing and overflight permits) and that AltonaJet notifies to the Customer. For a Booking made later, it must be given immediately. The Operator may refuse to carry a Passenger whose information is received late or is inaccurate.

19.4 Travel documents. Each Passenger must hold and carry a valid passport or other travel document, with any remaining validity that the destination requires, and every visa, entry or transit authorization, health certificate, vaccination record and other document required for the Flight and for entry into each destination. Passengers under 18 must also carry any consent or other document required for minors. The Customer is solely responsible for checking these requirements; AltonaJet does not give immigration, customs or health advice. Fines, removal or return transportation costs, and other costs resulting from missing, invalid or inaccurate documents are Operator Charges, and a Passenger who is refused carriage or entry for any of these reasons is treated as a no-show.

19.5 Minors. Passengers under 18 must travel with a responsible adult unless the Operator agrees otherwise in writing. The Customer is responsible for their care.

19.6 Health and special needs. Each Passenger must be fit to fly. The Customer must inform AltonaJet in advance of any medical condition, pregnancy, reduced mobility, need for medical equipment or oxygen, or other special need relevant to the Flight, subject to Clause 24.2. The Operator may require medical clearance or refuse carriage.

19.7 Conduct. Passengers must comply with all instructions of the crew and must not: be under the influence of alcohol or drugs to an extent that may endanger the aircraft or any person; behave in a violent, threatening, abusive or disorderly manner; interfere with the crew; or endanger the safety of the aircraft or any person. The Customer is liable for all consequences, including diversion costs, damage, fines and other Operator Charges, and AltonaJet may refuse future bookings from the Customer.

19.8 Smoking. Smoking of any kind, including the use of electronic cigarettes and vaping devices, is prohibited on board unless the Operator has expressly permitted it in writing for the aircraft. The Customer must pay the cleaning, deodorizing, repair and loss-of-use charges and the fines resulting from any breach.

19.9 Alcohol. Passengers may bring or consume alcohol on board only as the Operator permits and as applicable law allows.

19.10 Baggage. Baggage capacity depends on the aircraft and may be considerably less than on a commercial airline; on an Empty Leg it may be reduced further by the Operator's operational needs (see Clause 6.5). The Customer must tell AltonaJet in advance the number, weight and dimensions of all baggage and of any oversized or unusual item, such as sports equipment or musical instruments. The Operator may refuse or offload baggage that exceeds the limits of the aircraft or that it considers unsafe, and any resulting additional transportation is at the Customer's cost. Loss of, damage to or delay of baggage is governed by the Operator Terms and applicable law, and AltonaJet is not liable for it. Passengers should keep valuables, cash, jewelry, medicines and important documents with them and are responsible for declaring them to customs where required.

19.11 Dangerous goods and prohibited items. Passengers must not carry dangerous goods (as defined in the ICAO Technical Instructions, the IATA Dangerous Goods Regulations, 49 CFR or any other applicable law), weapons, firearms, ammunition, explosives, illegal drugs or any other item whose carriage is prohibited by law or by the Operator, unless the Operator has approved it in advance in writing and its carriage is fully lawful. The Customer is liable for all fines, penalties, costs of seizure or detention of the aircraft and loss of use resulting from any breach.

19.12 Animals. Animals may be carried only with the Operator's prior written approval and in compliance with its conditions and with all import, export and health requirements. The Customer is responsible for all documentation for, and the containment and conduct of, the animal and for any resulting cleaning, damage or other costs. Assistance animals are carried in accordance with the Operator Terms and applicable law.

19.13 Damage. The Customer is liable for any damage to, or soiling of, the aircraft and its equipment and furnishings caused by any Passenger or by any Passenger's baggage or animal, including the costs of repair and cleaning and the Operator's loss of use of the aircraft.

19.14 Single-entity charter; use of the Flight. The Flight is a single-entity charter: the Customer charters the entire capacity of the aircraft, and the cost of the Flight is borne by the Customer and not, directly or indirectly, by individual Passengers. The Customer must not sell, offer or advertise seats on the Flight to the public, collect individual fares from Passengers, or use the Flight to carry cargo, mail or goods for reward. A reseller that books for its own single client under Clause 7.7 may charge that client. The Flight may be used only to carry the Passengers and their personal baggage, and only for lawful purposes. Commercial filming or photography on board requires the Operator's prior consent.

19.15 Customs, immigration and security. Passengers must comply with all customs, immigration, security and public health requirements and cooperate with all inspections and searches.

20. Operator Identity, Confidentiality and Non-Circumvention

20.1 Confidential Information. The identity of the Operator and of the owner or manager of the aircraft, the aircraft registration, the Operator's prices and terms, and the commercial terms of this Agreement are AltonaJet's confidential information ("Confidential Information"). The Customer must keep the Confidential Information confidential, use it only for the Booking and the exercise of its rights under this Agreement, and disclose it only to Passengers and professional advisers who need to know it and are bound to keep it confidential, or as required by law. Nothing in this Agreement prevents the Customer or any Passenger from publishing a truthful review or other assessment of AltonaJet's services, from complying with a legal obligation, or from reporting a matter to, filing a complaint with or cooperating with any government authority, including the U.S. Department of Transportation and the Federal Aviation Administration.

20.2 Communications through AltonaJet. All communications about price, changes, cancellations, payments, extras and claims must go through AltonaJet. The Customer and the Passengers may communicate directly with the Operator and the crew only on operational matters on the day of travel, or as AltonaJet expressly permits. No arrangement made directly with the Operator binds AltonaJet.

20.3 Non-circumvention. During the Restricted Period, the Customer must not, and must ensure that its affiliates, its officers and employees, the Passengers and any person acting on its or their behalf do not, directly or indirectly, other than through AltonaJet: contact for commercial purposes, solicit, negotiate, book or contract with any Introduced Party for any air charter, empty leg, jet card, block-hours or similar flight service, or for the sale, purchase or lease of any aircraft that is an Introduced Party; use any Confidential Information for that purpose; or induce any Introduced Party to deal with any of them without AltonaJet. A booking made through another broker or platform does not breach this Clause 20.3 unless the Customer or a person referred to in it asked for, or knowingly accepted, an Introduced Party that it learned of through AltonaJet. In this Agreement, "Introduced Party" means the Operator, any substitute operator, the owner, lessor or manager of any aircraft offered to the Customer for the Booking, and any aircraft so offered (identified by its registration), whose identity the Customer or any Passenger learns through AltonaJet, the Booking or the performance of the Flight (including on the day of travel), and "Restricted Period" means the period that starts on the date of the Booking Request and ends 24 months after the later of the Scheduled Departure Time (or, if the Booking is canceled, the cancellation) and the date of the Customer's last booking request or booking through AltonaJet involving that Introduced Party. This Clause 20 is in addition to, and does not limit, the non-circumvention provisions of the Platform Terms.

20.4 Clause 20.3 does not apply to: (a) dealings with an Introduced Party with which the Customer can show, by written evidence dated before the Booking Request, that it had an established business relationship before the Restricted Period began, provided that the Customer notified AltonaJet of that relationship in writing within 7 days after first learning the identity of the Introduced Party; (b) scheduled public airline services; or (c) dealings to which AltonaJet has consented in writing.

20.5 Agreed compensation. For each transaction concluded in breach of Clause 20.3, the Customer must pay AltonaJet: (a) for an air charter, empty leg, jet card, block-hours or similar flight service, an amount equal to 15% of the total price, excluding Taxes, paid or payable for that transaction; and (b) for the sale, purchase or lease of an aircraft, an amount equal to 2% of the price or of the total rent. The parties agree that AltonaJet's loss from such a breach, namely the loss of the remuneration that AltonaJet would have earned on that transaction and of future business with the Customer, is difficult to estimate, and that these amounts are a reasonable pre-estimate of that loss and not a penalty. At AltonaJet's request, the Customer must, within 14 days, confirm in writing whether it or any person referred to in Clause 20.3 has dealt with an Introduced Party during the Restricted Period, and provide copies of the relevant invoices; if it does not, the price of each such flight transaction is presumed, until the Customer proves otherwise, to be equal to the Total Price of this Booking. AltonaJet may also seek injunctive relief, without being required to post a bond to the extent permitted by law, and the Customer must pay AltonaJet's reasonable costs of enforcement, including attorneys' fees. A breach of Clause 20.3 by any Passenger or other person referred to in it is treated as a breach by the Customer.

20.6 The Customer acknowledges that the restrictions in this Clause 20 are reasonable and necessary to protect AltonaJet's legitimate business interests in its supplier relationships and its Confidential Information. Each restriction, and each Introduced Party, service and period to which it applies, is a separate and severable restriction. If any restriction is held to be unenforceable, it applies with the minimum modification needed to make it enforceable.

21. Limitation and Exclusion of Liability

21.1 AltonaJet is not liable for the acts or omissions of the Operator, any Marketplace, any airport, FBO, ground handling agent, air traffic control service, authority or other third party, including in respect of death, personal injury, loss of or damage to baggage or property, delay, cancellation, the safety or airworthiness of the aircraft, the qualifications of the crew, or the Operator's insolvency, and AltonaJet is not liable for the selection of the Operator or the aircraft where it has relied on the representations described in Clause 5.2, in each case without prejudice to AltonaJet's refund obligations under Clause 16.

21.2 EXCEPT AS EXPRESSLY STATED IN CLAUSE 5.6, ALTONAJET MAKES NO REPRESENTATION OR WARRANTY ABOUT THE OPERATOR, THE AIRCRAFT, THE CREW, SAFETY RECORDS, AMENITIES OR INSURANCE. INFORMATION ABOUT AIRCRAFT, AMENITIES AND FLIGHT TIMES IS PROVIDED BY OPERATORS AND MARKETPLACES AND IS FOR GUIDANCE ONLY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL IMPLIED WARRANTIES AND CONDITIONS, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND QUALITY, ARE EXCLUDED.

21.3 TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALTONAJET IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, CONTRACTS, OPPORTUNITY, GOODWILL OR DATA, MISSED MEETINGS, EVENTS OR CONNECTIONS, COSTS OF ALTERNATIVE TRAVEL OR ACCOMMODATION, OR LOSS OF ENJOYMENT, HOWEVER ARISING (WHETHER IN CONTRACT, IN TORT INCLUDING NEGLIGENCE, UNDER STRICT LIABILITY, UNDER STATUTE OR OTHERWISE), EVEN IF ALTONAJET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS.

21.4 TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALTONAJET'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE BOOKING AND THE FLIGHT, HOWEVER ARISING AND INCLUDING ANY INTEREST, COSTS AND ATTORNEYS' FEES, IS LIMITED TO AN AMOUNT EQUAL TO THE HANDLING FEE PLUS TEN PERCENT (10%) OF THE CHARTER PRICE ACTUALLY PAID TO ALTONAJET FOR THE BOOKING. The parties agree that this amount represents AltonaJet's remuneration for the Booking, and AltonaJet is not required to disclose its actual AltonaJet Remuneration in order to rely on this Clause. This limit does not apply to AltonaJet's obligation to make the refunds expressly required by this Agreement, which are limited to the amounts stated in the relevant clauses.

21.5 If the limit in Clause 21.4 is held to be unenforceable in any case, AltonaJet's total aggregate liability in that case is limited to the Total Price actually paid to AltonaJet for the Booking.

21.6 Nothing in this Agreement excludes or limits liability for: (a) fraud or fraudulent misrepresentation; (b) gross negligence or willful misconduct; or (c) any other liability, including liability for death or personal injury caused by AltonaJet's negligence, to the extent that it cannot be excluded or limited under the law that applies to it, including mandatory consumer protection law.

21.7 The exclusions and limitations in this Clause 21 also benefit the other AltonaJet Parties, each of which may enforce them.

21.8 Claims for death, injury, loss of or damage to baggage, or delay arising from the carriage are governed by the Operator Terms and applicable law, including the Montreal Convention of 1999 where it applies, and must be brought against the Operator.

21.9 The Customer acknowledges that the Total Price reflects the allocation of risk in this Agreement and that AltonaJet would not enter into this Agreement without the exclusions and limitations in this Clause 21.

21.10 International carriage conventions. Where the Montreal Convention of 1999, the Warsaw Convention or any other law limiting the liability of carriers applies to the Flight, AltonaJet's liability (if any) in connection with the carriage does not exceed the limits applicable to the Operator, and AltonaJet may rely on every defense, limit and time bar available to the Operator. If, despite Clauses 5.3 and 7.5(e), AltonaJet is held to be a carrier, including a contracting carrier, for the purposes of any such convention or law, AltonaJet's liability for the carriage is governed by that convention or law, Clauses 21.1, 21.3 to 21.5 and 27.8 apply only to the extent that they are consistent with it, and AltonaJet is entitled to every defense and limit of liability available to a carrier under it.

21.11 The exclusions and limits in this Clause 21 apply even if a limited remedy fails of its essential purpose.

22. Indemnity by the Customer

22.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE CUSTOMER MUST INDEMNIFY, DEFEND AND HOLD HARMLESS THE ALTONAJET PARTIES FROM AND AGAINST ALL CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES, FINES, PENALTIES, COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES AND OPERATOR CHARGES, ARISING OUT OF OR IN CONNECTION WITH:

• (a) any breach of this Agreement by the Customer;
• (b) any negligent, wrongful or unlawful act or omission of the Customer or any Passenger;
• (c) any claim by a Passenger, or by any person claiming through a Passenger, against any AltonaJet Party in connection with the Booking or the Flight;
• (d) any inaccurate or incomplete information or documents provided by or for the Customer or any Passenger;
• (e) any breach by the Customer or any Passenger of applicable law, including customs, immigration, dangerous-goods and sanctions laws;
• (f) any damage to the aircraft or to other property caused by any Passenger or by any Passenger's baggage or animal;
• (g) any chargeback or other payment reversal that is not made in good faith or that is decided in AltonaJet's favor;
• (h) any breach of Clause 20 or of the warranty in Clause 24.4; and
• (i) any claim by the Operator or a Marketplace against AltonaJet arising from the Booking, other than a claim resulting from AltonaJet's failure to pay over funds that it has received for that purpose.

22.2 THE INDEMNITY IN CLAUSE 22.1 APPLIES WHETHER OR NOT THE CLAIM ALLEGES THAT AN ALTONAJET PARTY WAS NEGLIGENT. IT DOES NOT APPLY TO THE EXTENT THAT THE LOSS IS FINALLY DETERMINED TO HAVE BEEN CAUSED BY THE FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF AN ALTONAJET PARTY OR, WHERE THE CUSTOMER IS A CONSUMER, BY THE NEGLIGENCE OF AN ALTONAJET PARTY.

22.3 AltonaJet may conduct its own defense of any claim or require the Customer to defend it with counsel reasonably acceptable to AltonaJet. The Customer must not settle any claim in a way that imposes any liability on, or requires any admission by, an AltonaJet Party without AltonaJet's written consent.

23. Insurance

23.1 The Operator is required to maintain the insurance required by law and by its authorities for the Flight. The terms and limits of that insurance are the Operator's, and AltonaJet does not verify them beyond the Operator's representations and gives no warranty about them.

23.2 Insurance held by AltonaJet. AltonaJet does not hold any liability insurance that covers the Customer, the Passengers or their baggage or other property on the Flight. The only liability insurance for the carriage is the Operator's (Clause 23.1). AltonaJet does not provide or arrange insurance for the Customer or the Passengers, and its services are not insurance.

23.3 The Customer is strongly advised to obtain adequate travel insurance, including cover for cancellation, medical expenses, evacuation, baggage and personal accident. The absence of insurance does not affect the Customer's obligations under this Agreement.

24. Personal Data and Sharing with the Operator

24.1 AltonaJet processes personal data in accordance with the Privacy Policy.

24.2 AltonaJet may share personal data of the Customer and the Passengers, including names, dates of birth, nationalities, travel document details and contact details, with the Operator, any Marketplace, ground handling agents, FBOs, airports, customs, immigration, security and aviation authorities, e-signature, payment and banking service providers, AltonaJet's hosting, e-mail, telephony and IT service providers, AltonaJet's professional advisers and insurers, debt collection agencies, card issuers and card schemes (for payment disputes), courts, arbitral institutions and law enforcement authorities, to the extent necessary to arrange and perform the Flight, to comply with law and to establish, exercise or defend legal claims, as described in the Privacy Policy. Information about a Passenger's health or special needs is processed and shared only: (a) with the explicit consent of that Passenger or, for a minor or a person who lacks capacity, of a parent, guardian or other person legally entitled to give it; (b) where necessary to protect the vital interests of a Passenger who cannot give consent; or (c) where necessary to establish, exercise or defend legal claims; in each case as described in the Privacy Policy.

24.3 These recipients may be located outside the Customer's country, including in countries that do not provide the same level of data protection. Where the GDPR or the UK GDPR applies, AltonaJet transfers personal data to them on the bases described in the Privacy Policy, including where the transfer is necessary for the performance of a contract concluded in the Passenger's interest (Article 49(1)(c) GDPR). The Operator and the authorities process personal data under their own policies and legal obligations, for which AltonaJet is not responsible.

24.4 The Customer warrants that it has given each Passenger (and, for a minor, a parent or guardian) the Privacy Policy and the information in this Clause 24 before providing that Passenger's personal data to AltonaJet, and that, where it provides information about the health of another Passenger, that Passenger (or a person entitled to consent for that Passenger) has given his or her explicit consent. AltonaJet may ask for the Passenger's own confirmation before acting on that information.

24.5 AltonaJet keeps this Agreement, the e-signature audit trail, communications and the Booking records for the periods described in the Privacy Policy, which are normally up to 10 years after the end of the calendar year in which the Flight was performed or canceled, and for longer where a dispute, claim or legal requirement makes it necessary.

25. Sanctions, Anti-Money Laundering and Know-Your-Customer

25.1 The Customer represents and warrants, on the Effective Date and until the Booking has been completed, that neither the Customer, nor any Passenger, nor any beneficial owner of the Customer, nor any person paying for the Booking: (a) is listed on, or owned or controlled (individually or in aggregate, 50% or more) by a person listed on, any sanctions list maintained by the United States (including by the Office of Foreign Assets Control), the United Nations, the European Union, the United Kingdom or any other applicable authority; (b) is located in, organized under the laws of or ordinarily resident in a country or territory subject to comprehensive sanctions; (c) is acting on behalf of any such person; or (d) is a person by reason of whose nationality, residence or ownership, or for whose benefit, the charter of the aircraft would cause the Flight to be prohibited from landing in, taking off from or overflying the territory of any state, including under Article 3d of Council Regulation (EU) No 833/2014 (aircraft owned, chartered or otherwise controlled by a Russian natural or legal person), the equivalent rules concerning Belarus, the orders of the U.S. Department of Transportation and the Federal Aviation Administration on aircraft chartered by or for the benefit of Russian citizens, and the equivalent rules of the United Kingdom and Canada, in each case as in force at the time of the Flight; and that the Booking, the Flight and the funds used to pay for them do not and will not breach any sanctions, export control, anti-money laundering, anti-terrorist financing, anti-bribery or other applicable law.

25.2 The Customer must promptly provide any information and documents that AltonaJet requests in order to verify the identity of the Customer, the Passengers, any payer and the beneficial owners of the Customer and the source of funds, and agrees that AltonaJet may screen all of them against sanctions and other lists.

25.3 AltonaJet may delay, suspend, refuse or cancel the Booking, refuse, return or block any payment, and make reports to the competent authorities, without liability, if AltonaJet reasonably suspects a breach of Clause 25.1, if requested information is not provided, or if AltonaJet considers that proceeding would breach applicable law or expose it to sanctions risk. AltonaJet may be prohibited by law from telling the Customer the reason.

25.4 A cancellation under Clause 25.3 that results from a breach of this Clause 25 by the Customer, or from the Customer's failure to provide requested information, is a cancellation for Customer Default under Clause 12.7. Where funds are blocked or frozen under applicable law, AltonaJet will deal with them as the law requires and has no obligation to refund them while they remain blocked or frozen.

25.5 Disclosure and export controls. Before signing this Agreement, the Customer must tell AltonaJet in writing if the Customer, any beneficial owner of the Customer, any payer or any Passenger is a national or resident of, or is organized in, Russia, Belarus or any country or territory subject to comprehensive sanctions. The Customer must not request, and AltonaJet may refuse to arrange, any Flight to or from a destination for which the aircraft, its operation or the Flight requires a license or other authorization under the U.S. Export Administration Regulations or any other export control law that has not been obtained. A cancellation under this Clause 25 caused by facts that the Customer failed to disclose is a cancellation for Customer Default under Clause 12.7.

26. Electronic Signature, Records and Notices

26.1 The Customer agrees to conduct this transaction electronically. This Agreement may be signed by electronic signature through the e-signature service used by AltonaJet or, where AltonaJet so permits, by signing and returning a scanned, PDF or paper copy, and any such signature has the same legal effect as a handwritten signature under the U.S. Electronic Signatures in Global and National Commerce Act (ESIGN), the Uniform Electronic Transactions Act as adopted in Delaware (6 Del. C. Chapter 12A), Regulation (EU) No 910/2014 (eIDAS) and any other applicable law. The electronic records of the e-signature service, including its audit trail with time stamps and IP addresses, are admissible as evidence, and the Customer will not challenge the validity or enforceability of this Agreement on the ground that it was formed or signed electronically.

26.2 Electronic records. The Customer: (a) may ask AltonaJet for a paper copy of this Agreement free of charge; (b) may withdraw its consent to receiving records electronically by written notice, but a withdrawal does not affect any document already signed, and a withdrawal before signature allows AltonaJet to cancel the Booking Request; (c) needs a device with internet access, a current web browser, software able to open PDF files and an active e-mail account to access and keep electronic records; (d) must keep its e-mail address up to date in the Customer Account; (e) agrees that this consent applies to this Agreement and to every notice, statement, invoice, disclosure and other record relating to the Booking; (f) may withdraw its consent, or update its e-mail address, by writing to the notice e-mail in Clause 2.1, and no fee is charged for withdrawing consent or for a paper copy; and (g) will be notified if AltonaJet changes the hardware or software requirements in a way that creates a material risk that the Customer cannot access or keep electronic records, and may then withdraw its consent without charge. AltonaJet will make a copy of the signed Agreement available to the Customer by e-mail or through the Customer Account. By signing electronically, the Customer confirms that it was able to open and read this Agreement in the electronic form in which it was presented.

26.3 Notices to the Customer. AltonaJet may give notices to the Customer by e-mail to [Customer e-mail], or to any other e-mail address that the Customer later records in the Customer Account, or through the Customer Account. A notice is treated as received when sent, unless AltonaJet receives a delivery failure message. The Customer must monitor its e-mail, including spam folders. Urgent operational messages may also be given by telephone or messaging service to [Customer phone].

26.4 Notices to AltonaJet. The Customer must give notices to AltonaJet, including cancellation notices, in writing by e-mail to the notice e-mail shown in Clause 2.1 or, if none is shown, to sales@altonajet.com, or through a function of the Customer Account intended for that purpose. A cancellation or change requested by telephone (including through AltonaJet's automated telephone assistant) or by a messaging service is not effective until it is made or confirmed in writing in this way. A notice to AltonaJet takes effect when it is received, as recorded by AltonaJet's systems; a notice received outside AltonaJet's office hours (09:00 to 18:00, Europe/Istanbul time, every day, or such other hours as AltonaJet publishes on the Platform) is treated as received when those hours next begin. AltonaJet does not operate a 24-hour service. It will pass a cancellation or change on to the Operator during its office hours, and the time it takes to do so during office hours is not a breach of this Agreement. The Operator Charges are those that the Operator applies by reference to the time at which it receives the cancellation or change. To avoid higher charges, the Customer should send any cancellation or change at least one business day before any relevant deadline. A notice of a claim or dispute under Clause 27.2 or Clause 27.8 must also be sent by courier to AltonaJet's registered address in Clause 2.1, marked "Legal Notice", and is treated as received when delivered.

26.5 AltonaJet's electronic records of communications, notices, payments and system time stamps, and its recordings, transcripts and summaries of telephone calls (including calls handled by its automated telephone assistant) and of messages, are evidence of their content and timing, absent manifest error. Calls are recorded as described in the Platform Terms and the Privacy Policy, and the Customer consents, for itself and each Passenger, to the use of such records as evidence.

26.6 This Agreement is made in the English language. Any translation is for convenience only, and the English version prevails.

27. Governing Law, Dispute Resolution, Waivers and Time Limits

27.1 Governing law. This Agreement, and any dispute or claim arising out of or in connection with it, the Booking or the Flight (including any non-contractual dispute or claim), are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws rules, and, to the extent applicable, by the federal laws of the United States. The Federal Arbitration Act governs Clauses 27.3 to 27.5. Where the Total Price is USD 100,000 or more, the parties intend this Agreement to be a contract to which 6 Del. C. § 2708 applies.

27.2 Informal resolution. Before starting any arbitration or court proceedings, a party must send the other party a written notice describing the dispute and the relief sought, and the parties must try in good faith to resolve the dispute for 30 days after that notice. This Clause 27.2 does not apply to proceedings brought by AltonaJet under Clause 27.4(b), to applications for interim or injunctive relief under Clause 27.4(c), or where a limitation period would otherwise expire.

27.3 BINDING ARBITRATION. Except as provided in Clause 27.4, any dispute, claim or controversy arising out of or relating to this Agreement, the Booking or the Flight, including its formation, validity, interpretation, performance or termination and the arbitrability of any claim, will be resolved by final and binding arbitration on an individual basis. Where the Customer is an individual acting primarily for personal, family or household purposes (a "consumer"), the arbitration is administered by the American Arbitration Association under its Consumer Arbitration Rules, wherever the Customer resides; in any other case, it is administered by the American Arbitration Association under its Commercial Arbitration Rules if the Customer is resident in the United States, and otherwise by the International Centre for Dispute Resolution under its International Arbitration Rules; in each case under the rules in force when the arbitration starts. The seat of the arbitration is Wilmington, Delaware, USA; there is a single arbitrator; the language of the arbitration is English; and hearings may be held by video conference. Where the Customer is a consumer: (a) any in-person hearing will be held in the county in which the Customer resides if the Customer resides in the United States and otherwise by video conference, unless the parties agree otherwise; (b) AltonaJet will pay all administrative fees and arbitrator compensation except the part of the filing fee that the Consumer Arbitration Rules allocate to the consumer; and (c) AltonaJet will not seek to recover its attorneys' fees or the costs of the arbitration from the Customer unless the arbitrator finds that the Customer's claim or defense was frivolous or brought in bad faith, or applicable law and the Consumer Arbitration Rules otherwise permit their recovery. The arbitrator may award any individual relief that a court could award, and judgment on the award may be entered in any court of competent jurisdiction. The arbitration and the award are confidential, except as required to enforce the award or by law, and except that a consumer may disclose the existence and result of the arbitration.

27.4 Exceptions. Clause 27.3 does not prevent: (a) either party from bringing an individual claim in a small claims court of competent jurisdiction; (b) AltonaJet from bringing proceedings in any court of competent jurisdiction, including the courts of any place where the Customer resides or has assets, to recover any amount due under this Agreement or to enforce Clause 20; (c) either party from seeking urgent interim or injunctive relief from a court; or (d) the Customer from exercising any right that the mandatory consumer protection law of its country of residence gives it, and that cannot be waived, to bring proceedings in its local courts. If AltonaJet brings proceedings under Clause 27.4(b) against a Customer who is a consumer, the Customer may, within 30 days after service, elect by written notice to have the claim decided by arbitration under Clause 27.3, and the court proceedings will then be stayed. If a court or arbitrator holds that the right given to AltonaJet in Clause 27.4(b) makes Clause 27.3 unenforceable, Clause 27.4(b) is severed and Clause 27.3 applies to AltonaJet's claims as well, but either party may still bring an individual claim in a small claims court.

27.5 CLASS ACTION WAIVER. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate the claims of different customers or preside over any form of class or representative proceeding. If twenty-five (25) or more similar claims are brought against AltonaJet by or with the assistance of the same or coordinated counsel, the administrator's rules for mass arbitrations apply, and the claims may be administered and decided in successive batches. If this Clause 27.5 is found to be unenforceable in respect of any claim, that claim must be decided by a court under Clause 27.7 and not in arbitration, and any question about the enforceability of this Clause 27.5 is decided by a court and not by the arbitrator.

27.6 JURY TRIAL WAIVER. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE BOOKING OR THE FLIGHT.

27.7 Courts. Subject to Clauses 27.3 and 27.4, the state and federal courts located in the State of Delaware have exclusive jurisdiction over any proceedings arising out of or relating to this Agreement, and the Customer submits to their jurisdiction and waives any objection to venue in them, including on the ground of inconvenient forum. The Customer will not oppose the recognition or enforcement, in any country, of an arbitral award or judgment obtained under this Clause 27, except on grounds that cannot be waived by agreement.

27.8 TIME LIMITS FOR CLAIMS AGAINST ALTONAJET. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE CUSTOMER MUST NOTIFY ALTONAJET IN WRITING OF ANY CLAIM AGAINST ALTONAJET, WITH REASONABLE DETAILS, WITHIN 60 DAYS AFTER THE SCHEDULED DEPARTURE TIME OR, IF THE BOOKING WAS CANCELED, WITHIN 60 DAYS AFTER THE CANCELLATION OR, FOR A CLAIM RELATING TO A REFUND, WITHIN 60 DAYS AFTER THE REFUND BECAME DUE; AND ANY ARBITRATION OR COURT PROCEEDINGS AGAINST ALTONAJET MUST BE STARTED WITHIN ONE YEAR AFTER THE CLAIM AROSE. A CLAIM THAT IS NOT NOTIFIED OR BROUGHT WITHIN THESE PERIODS IS BARRED. The periods in this Clause 27.8 are suspended during the 30-day period in Clause 27.2.

27.9 Costs. Each party bears its own attorneys' fees and costs of any arbitration or court proceedings, except that: (a) the Customer must pay AltonaJet's costs of collection and enforcement under Clauses 10.8, 11.6 and 20.5, and AltonaJet's reasonable attorneys' fees and costs in any proceedings in which AltonaJet recovers any amount from the Customer or obtains relief under Clause 20; and (b) an arbitrator or court may award fees and costs where applicable law or the applicable arbitration rules require it notwithstanding this Clause. This Clause 27.9 is subject to Clause 27.3(c).

27.10 Consumer rights. If the Customer is a consumer, nothing in this Agreement deprives the Customer of the protection of any provision of the law of its country of residence that cannot be excluded or limited by agreement.

27.11 Consumers in the European Union, the EEA, Switzerland, the United Kingdom and Türkiye. This Clause applies only if the Customer is an individual acting for purposes outside his or her trade, business or profession and is habitually resident in a member state of the European Union or the European Economic Area, Switzerland, the United Kingdom or Türkiye. It prevails over any other provision of this Agreement to the extent of any conflict:

• (a) The choice of Delaware law does not deprive the Customer of the protection of the mandatory provisions of the law of its country of habitual residence.
• (b) The Customer may bring proceedings against AltonaJet in the courts of its place of habitual residence, and AltonaJet may bring proceedings against the Customer only in those courts. Clauses 27.3, 27.5, 27.6 and 27.7 bind the Customer only if the Customer agrees to them in writing after the dispute has arisen.
• (c) Clause 27.8 does not apply, and the limitation periods of the applicable law apply instead. The 14-day period in Clause 11.7 does not prevent the Customer from disputing a statement later.
• (d) If the Customer shows that the Cancellation Charge under Clause 12, or an amount payable under Clause 20.5, exceeds the loss that AltonaJet could reasonably have foreseen at the Effective Date, namely the Operator Charges arising from the cancellation or breach, the AltonaJet Remuneration for the Booking or for the transaction concerned, and AltonaJet's other costs reasonably incurred, the amount payable is reduced to that loss.
• (e) An Operator's cancellation or change fee is passed on under Clause 11 in excess of the amount that would result from Clause 12.4 only if the Operator's terms providing for that fee were made available to the Customer before the Effective Date, for example in the Operator Notes. All other Operator Charges, including those caused by the Customer or a Passenger and those for services ordered by or for them, remain payable in full.
• (f) Clause 21.4 does not apply, and AltonaJet's total liability is limited as stated in Clause 21.5, except that nothing in this Agreement limits AltonaJet's liability for failing to perform its own services with reasonable care and skill to less than the price paid for those services, or excludes or limits liability for death or personal injury caused by the negligence of AltonaJet, its employees or agents.
• (g) Clauses 4.2(h), 4.2(i), 11.7 and 26.5 do not reverse the burden of proof or prevent the Customer from challenging AltonaJet's records, statements or decisions; AltonaJet will exercise its rights and discretions reasonably; and any ambiguity in this Agreement is interpreted in the way most favorable to the Customer.
• (h) No surcharge is charged for payment with a consumer card where the law of the Customer's country of residence prohibits it.
• (i) The Customer has no statutory right to withdraw from this Agreement within a cooling-off period, because the Booking concerns passenger transport services for a specific date (Article 3(3)(k) and Article 16(l) of Directive 2011/83/EU and the equivalent rules of other countries).

28. General Provisions

28.1 Entire agreement. This Agreement, including the Booking Particulars, the Operator Notes and the Operator Disclosure, together with the Operator Terms and the Platform Terms (including the provisions of the Privacy Policy that the Platform Terms incorporate) as incorporated in it, constitutes the entire agreement between AltonaJet and the Customer relating to the Booking. It supersedes all prior quotes, estimates, proposals, statements on the Platform (including frequently asked questions and marketing content), statements made by AltonaJet's staff or by its automated telephone assistant, e-mails, status messages and other communications relating to the Booking.

28.2 No reliance. The Customer confirms that it has not relied on any statement, representation or promise that is not set out in this Agreement. Except in the case of fraud, the Customer has no claim for misrepresentation in respect of any such statement.

28.3 Order of precedence. In the event of a conflict:

• (a) on operational matters, namely operational control, safety, the carriage of Passengers, baggage and items, travel documents, conduct on board, dangerous goods and animals, and the Operator's liability as carrier, the Operator Terms (including the Operator Notes) prevail;
• (b) on all other matters, including price, payment, Operator Charges, cancellations, changes, refunds, and the rights, obligations and liability of AltonaJet, this Agreement prevails over the Platform Terms and over the Operator Terms, subject to Clause 11.10; and
• (c) within this Agreement, the Operator Notes prevail over Clauses 9.2 and 9.3 to the extent that they describe what the Charter Price includes or excludes.

The Operator Terms never increase AltonaJet's obligations or liability, and Operator Charges payable under the Operator Terms are payable by the Customer under Clause 11 notwithstanding any conflict.

28.4 Amendments and waivers. No amendment to this Agreement, and no waiver or reduction of any amount under it, is effective unless it is made in writing, expressly states that it amends this Agreement or is given under Clause 12.9, and is confirmed by an authorized representative of AltonaJet, which may be done by e-mail. Routine correspondence from AltonaJet's staff, messages from its automated telephone assistant and status messages do not amend this Agreement or waive or reduce any amount under it. The Customer's acceptance of a revised price, change or substitute under Clauses 8.5, 13, 15 or 16.6 may be given in writing, through the Customer Account or by paying the amount concerned. A change to the Platform Terms after the Effective Date does not change this Agreement.

28.5 Assignment. The Customer may not assign, transfer or resell this Agreement or the Flight, or any right or obligation under this Agreement, without AltonaJet's prior written consent. AltonaJet may assign, novate or subcontract this Agreement, or any right or obligation under it, to any affiliate or successor or to any purchaser of its business, and may assign its right to receive payment.

28.6 Severability. If any provision of this Agreement is held to be invalid or unenforceable, it applies with the minimum modification needed to make it valid and enforceable, and the other provisions are not affected.

28.7 No waiver. A failure or delay in exercising a right is not a waiver of it, and a waiver of one breach is not a waiver of any other breach.

28.8 Survival. Clauses 5.3, 7.4 to 7.8, 9.6, 9.12, 10, 11, 12, 16, 20 to 27 and this Clause 28, and every other provision that by its nature is intended to survive, survive the performance, cancellation or termination of this Agreement.

28.9 Relationship. Except for the limited agency in Clause 7, nothing in this Agreement creates a partnership, joint venture, employment or agency relationship between the parties, and there is no partnership, joint venture or employment relationship between AltonaJet and the Operator.

28.10 Third parties. No person other than the parties has any right to enforce this Agreement, except the AltonaJet Parties under Clauses 21, 22 and 27.

28.11 Further documents. The Customer must sign any passenger declaration, charter confirmation, limited power of attorney or other document that the Operator, a ground handling agent, an airport or an authority reasonably requires for the Flight. Any such document forms part of the Operator Terms and is subject to Clause 28.3.

28.12 Remedies. AltonaJet's rights and remedies under this Agreement are in addition to the rights and remedies available to it at law.

28.13 Incorporation of the Platform Terms. The Platform Terms are incorporated into this Agreement by reference, and the Customer accepts them by entering into this Agreement. Clause 28.3 applies to any conflict.

29. Signatures

29.1 By signing or otherwise accepting this Agreement, the Customer confirms that it: (a) has read and understood this Agreement, the Platform Terms and the Privacy Policy; (b) has checked the Booking Particulars and the Operator Disclosure; (c) accepts in particular Clause 6 (nature of Empty Leg flights), Clause 7.5 (AltonaJet's remuneration and waiver of accounting), Clause 10 (payment, bank charges, late-payment interest, collection costs and chargebacks), Clause 11 (pass-through of Operator Charges), Clause 12 (Cancellation Charges), Clauses 15 and 16 (Permitted Changes and the limits on refunds), Clause 20 (non-circumvention), Clauses 21 and 22 (limitation of liability and indemnity) and Clause 27 (arbitration, class action and jury trial waivers, and time limits); (d) has authority to sign for every Passenger and for any person on whose behalf it makes the Booking; and (e) has had a reasonable opportunity to review this Agreement, to ask AltonaJet questions and to take independent advice before signing, and signs it voluntarily.

29.2 Signatures:

Customer

• Name: [Customer name]
• E-mail: [Customer e-mail]
• Signing personally and, if applicable, on behalf of: the company or person notified to AltonaJet under Clause 7.7
• Signature: applied through the e-signature service or, where AltonaJet permits, as otherwise provided in Clause 26.1
• Date and time of signature: as recorded in the e-signature audit trail or on the signed copy

AltonaJet (countersignature, where applied; this Agreement is binding without it, under Clause 8.2)

• Company (if none is shown, Altona Jet Aviation LLC): [Company name]
• Signed by: an authorized representative of AltonaJet, as recorded in the e-signature audit trail or on the signed copy
• Date and time of signature: as recorded in the e-signature audit trail or on the signed copy