Charter Terms & Conditions.

1. Definition

“Contracting Entity” means the legal entity or individual having booked the flight described in the Flight Confirmation either for his own account as Passenger, or for the account of third Passengers.

“Flight Confirmation” means the confirmation of the flight to be operated by the carrier issued by the broker to the client.

“Luggage” which is equivalent to baggage, mean such Passengers belongings necessary or appropriate for wear, use, comfort or convenience in connection with their trip. Unless otherwise specified, it must include both checked and unchecked baggage of Passengers.

“Passenger” means any person, except crew members, requested to be carried in an airplane operated by a carrier, and with the consent of the carrier and PRO AV Consulting, LLC, by the Contracting Entity.

2. Passenger Carriage and Operating Carrier Responsibilities

PRO AV Consulting, LLC arranges air transportation as an air charter broker. Transportation is performed by the operating air carrier, which retains operational control and responsibility for aircraft operations, crew, passenger acceptance, baggage restrictions, routing, and flight safety.

Passengers must comply with applicable laws, the operating air carrier’s conditions of carriage, and crew instructions. PRO AV Consulting, LLC coordinates passenger requirements with the operating air carrier but does not make operational or safety decisions.

3. Travel with Minors

The operating air carrier determines requirements for carrying infants and minors, including approved child-restraint systems, accompanying adults, and necessary documentation, subject to applicable law.

The Charterer must advise PRO AV Consulting, LLC of these requirements before booking so they can be coordinated with the operating air carrier.

4. PRO AV Consulting, LLC as Air Charter Broker

PRO AV Consulting, LLC acts as an air charter broker arranging transportation through appropriately authorized third-party air carriers. PRO AV Consulting, LLC is not a direct air carrier and does not exercise operational control over the aircraft or flights arranged. The operating air carrier retains responsibility for the conduct and operational control of the flight.

In the event that a charterer appoints PRO AV Consulting, LLC as its agent to arrange for charter transportation and ancillary services on suitably qualified aircrafts, each qualified air carrier and any aircraft provided be reasonably selected by PRO AV Consulting, LLC and will be approved by PRO AV Consulting, LLC based on industry standards and on criteria specifically determined by PRO AV Consulting, LLC. In the event that PRO AV Consulting, LLC appoints a third party charterer as its agent to arrange for charter transportation and ancillary services, any terms and conditions which may be in force between PRO AV Consulting, LLC and the third party charterer company shall be flowed down to the Passenger with regard to Passenger obligations and penalties.

5. Subcontracting by the Charterer

Charterer shall not subcontract or give in use wholly or in part the chartered space and/or payload of the Aircraft without prior written approval of PRO AV Consulting, LLC. Unless expressly otherwise agreed in writing, any such approval by PRO AV Consulting, LLC is given subject to the condition that the subcontractor shall abide by all obligations imposed upon Charterer and that the Charterer shall assume full responsibility for all acts or omissions of the subcontractor and his officers, employees, or agents.

6. Substitution - subcontracting by the Operator/Carrier and/or PRO AV Consulting, LLC

Any substitution of the aircraft and/or operating air carrier specified in the Flight Confirmation is subject to the Charterer’s prior written acceptance in accordance with Clause 9. No aircraft or carrier substitution, revised price, or revised terms will be deemed accepted by silence or failure to respond. The operating air carrier retains operational control of the flight.

7. Damage to Aircraft

Passenger agrees to reimburse the Operator/Carrier through PRO AV Consulting, LLC for all costs and expenses incurred by the qualified air carrier or the aircraft’s owner in connection with any loss or damage to the charter aircraft which is caused by the negligence or misconduct of the charterer or Passengers, its employees, agents or guests; barring normal wear and tear which is exempt.

8. Limitation of Liability

To the fullest extent permitted hereunder, the liability of PRO AV Consulting, LLC for any damages caused to the Contracting Entity, Passenger, and/or the Passenger’s Luggage shall be precluded, regardless of the legal basis, unless PRO AV Consulting, LLC is compulsorily liable because of its own direct gross negligence or intentional misconduct. If any aircraft is managed by PRO AV Consulting, LLC, our liability in the event of death or physical injury arising out of the charter of such managed aircraft is duly limited on the basis of the applicable statutory provisions.

Contracting Entity and Passenger shall indemnify and hold PRO AV Consulting, LLC (including its shareholders, or any of its, or their, directors, officers or employees) free and harmless from and against any and all third party claims, liabilities, losses, damages, costs and expenses (including reasonable attorney’s fees that may be advanced against PRO AV Consulting, LLC for any legal reason whatsoever in connection with the services provided by PRO AV Consulting, LLC to the Contracting Entity or Passenger and to assume any and all expenses and costs that may be incurred by PRO AV Consulting, LLC due to such claims.

To the fullest extent permitted under the applicable law, PRO AV Consulting, LLC shall in no circumstances be liable for any consequential loss nor for special damages, indirect damages, including but not limited to loss of profits, loss of revenue or loss of use, alternate lift, diminution of value, even if either Party is informed of the possibility of such damages. To the extent permitted under applicable law, these limitations will apply regardless of whether liability arises from breach of contract, warranty, tort (including but not limited to negligence), by operation of law, or otherwise.

In the event that PRO AV Consulting, LLC sub-charters to a third party provider, the respective air carrier shall be solely responsible for the quality of its work and services, for all injuries to persons, including death, and all physical damage to property occurring on account of or in connection with the performance of its services in full compliance with applicable statutory provisions. Liability in the event of damage to Luggage and lateness are also the responsibility of the respective air carrier in compliance with applicable statutory law. Furthermore, the Passenger hereby undertakes to discharge PRO AV Consulting, LLC from any third party claims that may be advanced against PRO AV Consulting, LLC for any legal reason whatsoever in connection with such claim.

All exclusions of liability and limitations of liability in favor of PRO AV Consulting, LLC similarly apply to its employees, agents and representatives.

9. Aircraft substitution

If the aircraft becomes unavailable for technical, operational or regulatory reasons, PRO AV Consulting, LLC will use its utmost efforts to find a similar or superior replacement, but does not guarantee one. The alternatives available at the time will be offered to the Charterer, who decides whether to accept. Any price difference or additional cost arising from a replacement is borne by the Charterer and paid before departure. If the Charterer declines the alternatives, or none is available, amounts paid for the affected flight are refunded less non-recoverable costs already incurred.

Acceptance of any replacement aircraft and any price difference or additional cost must be confirmed by the Charterer in writing before the replacement is confirmed. Silence or failure to respond does not constitute acceptance.

If a substitution or alternative aircraft is required while en-route during a multi-leg service, cancellation and refund may apply prospectively "when possible" to the affected, unperformed legs only.

Any deduction for non-recoverable costs applies only to the extent permitted by applicable law. Nothing in this clause reduces or excludes any refund required by applicable law, including 14 CFR § 295.26.

10. Air Operator’s Certificate and Authorizations

The Charterer hereby confirms that he is aware of the conditions attaching to the Air Operator’s Certificate granted by the concerning Civil Aviation Authorities of the Operator/Carrier under which the flight(s) contemplated under this Agreement will be operated and warrants that he will abide by such conditions and will do no act likely to prejudice the Carriers position under the conditions of the Air Operator’s Certificate. Authorizations (permits from governmental or other authorities) necessary for the performance of the flight(s) will be applied for by the Operator/Carrier unless it has been agreed that this will be done by the Charterer. The consequence of the refusal, untimely granting or cancellation of authorizations for all services or part of them, are dealt with as per mentioned in this GTC.

11. Travel documents and entry regulations

Passengers are aware that they are responsible for ensuring that they have the necessary valid travel documents and visas for entering their destination. PRO AV Consulting, LLC does not assume any responsibility for compliance with the regulations governing Passenger entry. If PRO AV Consulting, LLC has to pay fees or fines for missing documents or visas, the Passenger or charterer shall be obliged to hold PRO AV Consulting, LLC fully harmless in this respect and shall also pay PRO AV Consulting, LLC an appropriate compensation for the inconveniences resulting thereof.

12. Charges, Prices, Payments and Taxes

The Charterer agrees to pay PRO AV Consulting, LLC the total charter price as mentioned in this Agreement on or before the date(s) mentioned in the Payment Conditions as set out overleaf in the currency at the place and by the method mentioned on the invoice and this Agreement. The charter price shown in this Agreement includes all expenses of operating the Aircraft, maintenance (scheduled and unscheduled), insurances, remuneration and expenses of personnel including crews, running costs, airport fees, ground service charges, parking fees, costs for the service for passengers during the time they are on board in accordance with this Agreement. Not included in the charter price are all other costs including but not limited to costs of ground transportation to and from the airports, costs for visas, custom inspection fees, custom duties, the costs of dunnage insofar as this has to be provided by PRO AV Consulting, LLC and all special and/or extra costs and taxes incurred by the Operator/Carrier or PRO AV Consulting, LLC with respect to passengers, goods and live-stock in case of emergency landings and all other landings not specified in the schedule of this Agreement. The charter price shown is based on costs current at the time of signing the Agreement. Should there be an increase of 3% or more in costs between the date of signing the Agreement and the completion of the flight(s), and if such costs are beyond the control of PRO AV Consulting, LLC or the Operator/Carrier, PRO AV Consulting, LLC shall have the right to charge such costs to the Charterer. PRO AV Consulting, LLC shall furnish the Charterer full details of the increase(s). For any damage done during flights on the aircraft interior PRO AV Consulting, LLC has the right to charge such costs to the Charterer, as also mentioned in point (7).

A) PRO AV Consulting, LLC prefers to accept credit cards (VISA/MasterCard/AMEX) and reserves the right to demand a fee of 3-5% of the total amount.

b) The prices offered are subject to industry and related price fluctuations.

c) The Passenger shall bear, hold harmless and indemnify PRO AV Consulting, LLC for any and all taxes and fees incurred and payable in any country in connection with a booked flight. All fees, taxes and other charges imposed by third parties regarding Passengers, or their use of services are owed by the Passenger in addition to the fares.

13. Cancellation fees

The cancellation of the Charter contract shall be in writing to be valid and accepted by PRO AV Consulting, LLC as per confirmed Agreement, under stipulation “Cancellation terms”. Cancellation by PRO AV Consulting, LLC. In the event of any breach by the Charterer of any provision of this Agreement, or if the Charterer becomes insolvent, goes into liquidation or is declared bankrupt, PRO AV Consulting, LLC shall have the right to cancel this Agreement and, in the event that a service has commenced, to terminate such flight all without liability of any kind to PRO AV Consulting, LLC and, to retain all amounts as have been paid by the Charterer and, to demand all other amounts due under the terms of the Agreement regardless of its cancellation. Neither the payment of the charter price nor the termination of the Agreement for any of the aforesaid reasons shall affect PRO AV Consulting, LLC’s right to collect damages from the Charterer. If PRO AV Consulting, LLC is unable to perform or complete any service considered by this Agreement, more particularly when the Aircraft becomes unserviceable or unavailable –for whatever reason, including technical problems with the Aircraft- for one or more of the contracted flight(s), or authorizations for all services or part of them are refused, untimely granted or cancelled, PRO AV Consulting, LLC shall have the right to cancel the flight(s) contemplated under this Agreement, and it shall be under no further obligation or liability to the Charterer beyond the refund of the charter price or the sum paid for that part of the flight(s) concerned.

14. Delay of Passengers and deviations

PRO AV Consulting, LLC will use its best efforts to wait for Passengers for up to 30 minutes after the scheduled departure time (the “Grace Period”). If the Passengers do not show up within the Grace Period, PRO AV Consulting, LLC will cancel the flight according to Clause 13 as a “no show.” In case of delay in the commencement or completion of any of the services considered under this Agreement caused by the Charterer or anyone acting on his behalf, demurrage shall run against the Charterer for the period of such delay at an amount per block hour as applicable by the Carrier and eventual other costs charged to PRO AV Consulting, LLC due to the delay. In latest mentioned case, this is only when the Captain in Command uses his discretion to wait longer than 30 minutes for Passengers.

Deviation from and delay of any of the services considered under this Agreement through the action of or at the request of the Charterer may involve alterations in the charter price. The Charterer shall pay PRO AV Consulting, LLC in addition to the charter price any costs or expenses incurred by the Carrier and/or PRO AV Consulting, LLC arising out of such deviation and/or delay. In latest mentioned case, at least the demurrage rate as set out overleaf shall apply. The captain of the Aircraft shall have complete discretion as to where landings should be made, and the Charterer undertakes to accept all such decisions of the captain. The times shown in the flight schedule of this Agreement are approximate and not guaranteed by PRO AV Consulting, LLC, who has the right to deviate from the flight schedule due to reasonable circumstances, without any liability. PRO AV Consulting, LLC shall also not be responsible for delays caused by Air Traffic Control, slot restrictions, labor and civil disturbances, mechanical failures, crew duty time limitations, local or national or international regulations, severe weather conditions, or other causes beyond their reasonable control, as well as following points:

a. It is necessary for reasons of safety or security or to avoid a breach of regulatory or statutory condition in the state in which the flight departs or lands or whose airspace is used; or

b. If the carriage may endanger the safety or health or not insignificantly impair the well- being of the crew, including but not limited to a risk (real or assumed) of infection of Covid-19; or

c. the Passenger(s) has/have refused to submit to a security check; or

d. the Charterer has not paid the contractually agreed fare shown in the Flight Confirmation; or

e. the Passenger(s) is/are not in possession of valid travel documents; or

f. the Passenger intentionally damages the interior and/or exterior of the aircraft; or

g. the Passenger harasses one or more crew members in a sexual or otherwise unacceptable way

h. such measure is necessary to avoid a conflict with the rules of states of take-off, overflight and destination;

i. Passenger’s personal conduct, condition or state of health or state of mind is of a kind that:

• the person suffers from infectious illness;

• the person requires special support from the airline which cannot be granted by the captain, or if such support would cause disproportionate inconvenience;

j. the person causes substantial or repeated annoyance, or his / her presence will be intolerable to other Passengers;

k. the person exposes himself /herself, other persons, or objects to danger.

If a Termination occurs for one of the aforementioned reasons, all claims to carriage and/or damages in lieu are expressly excluded and PRO AV Consulting, LLC shall have the right to charge the Passenger or the Contracting Entity for the full flight and any additional costs.

15. Operational changes

Extra costs due to necessary and/or requested operational changes caused by the Passenger may be charged at a later date. In case such operational changes shall cause the cancellation of a booked flight, the cancellation fees pursuant of Clause 13 shall apply.

16. Specifics

The flat rate (or fixed price) does not include the following costs:

• Insurance surcharges for countries that are excluded from the regular insurance policy

• Extra charge for any costs due to weather conditions or any flight delays or diverted landings determined by Air Traffic Control or other relevant authorities

• Hangar- & De-icing charges

• Special catering such as, for example, caviar or special wines and spirituous beverages

• Charges for limousine transfers, taxis, etc.

• Any communication fee, including but not limited to, e.g. fee for SatPhone and Wi-Fi

• Costs and charges for extending opening hours of Airports

17. Terms of payment

PRO AV Consulting, LLC will only approve flights to carry out after having received the signed Agreement, GTC and advance payment of the agreed cost of transport by Credit Card or Bank Transfer.

18. No set-off or counterclaim

All payments by the Passenger under the GTC respectively the Charter Agreement shall be made without setoff or counterclaim whatsoever unless a Passenger’s claim against PRO AV Consulting, LLC is accepted in writing by PRO AV Consulting, LLC or is based on an enforceable verdict rendered by a court of competent jurisdiction in the United States.

19. Personal Data

Authorities of certain countries may require that PRO AV Consulting, LLC transfers to them specific travel data related to the Passenger’s journey for security and immigration purposes. PRO AV Consulting, LLC is authorized to transfer to such authorities so-called Passenger name record (PNR) data, including but not limited to, Passenger’s name, date of birth, home address, contact phone numbers, information on travel partner, date of reservation, ticket issuance, payment information and travel itinerary, information concerning baggage, changes to the PNR etc. Data could be transferred to countries where the data protection is not equivalent to that provided in the home country of the Passenger.

20. Invalidity of contractual provisions

If one or more clauses of the present terms are illegal or not enforceable, the remaining provisions shall still remain binding.

21. Force Majeure

Neither party to this GTC shall be deemed to be in breach of its obligations (except duty to pay on time) hereunder or have any liability for any delay or cancellation caused in whole or in part from any acts of nature, civil or military authority, terrorism or threat thereof, strike or labor dispute of the Operator/Carrier, damage to or loss of aircraft, mechanical failure, lack of essential parts or supplies, or any cause beyond the control of such party; provided, however, that if a flight is terminated prior to completion, due in whole or in part to any such cause, then PRO AV Consulting, LLC shall charge Passenger only the cost attributable to transportation theretofore arranged and performed by qualified air carrier.

22. Compliance with laws

The parties agree, that in pursuing the GTC, and in performing under them once effective, they will fully comply with all laws, regulations, and policies of their respective countries, including the US "International Traffic In Arms Regulations" ("ITAR") and applicable anti-bribery laws.

23. Applicable law and place of jurisdiction

The parties hereto agree that this provision and the GTC, all transactions executed hereunder and all relationships between parties in this connection shall be construed under, governed and interpreted in all respects exclusively by the laws of the United States and the applicable US state law.

The Agreement, that is considered to constitute the entire understanding between PRO AV Consulting, LLC and the Charterer, is constructed according to and governed by US laws and the applicable regulations of the United States and applicable US state law. The parties hereby will submit to the exclusive jurisdiction of the courts of the United States. Should an action instituted against PRO AV Consulting, LLC in another country where this provision would not be held valid, the dispute shall be finally settled under the applicable US arbitration rules. Any disputes arising from or in connection with the Charter contract between the Passenger and PRO AV Consulting, LLC, including the formation and validity of said contract, shall be subject to the exclusive jurisdiction of the court in the United States. If PRO AV Consulting, LLC or the Operator/Carrier brings any action or suit to recover payments due under the terms of this Agreement, or to enforce any of its rights or the obligations of the Charterer, the cost thereof, including reasonable attorney’s fees, shall be borne by the Charterer.

For any clarifications, explanations,… Please do not hesitate to contact us.

Annex 1 to General Terms of Carriage — Dangerous Goods

This list is not complete.

Caution

Due to fire risk of electronic cigarettes (e-cigarettes) they must be carried in the hand Luggage and placed in the cabin only, not stored in the Luggage compartment. *)

Passengers are reminded of the necessity to immediately inform the cabin crew in the event a device is damaged, hot, produces smoke, is lost, or falls into the seat structure.

*) in accordance with International Civil Aviation Organization (ICAO) Electronic Bulletin (EB) 2014/074 AN 11/2.1 “Dangerous Goods Carried by Passenger and Crew — Incidents Related to Electronic Cigarettes” dated 10 December 2014. Federal Aviation Administration (FAA) Safety Alert for Operators (SAFO) 15003 “Fire Risk of Electronic Cigarettes (e-cigarettes) in Checked Baggage” dated 22 January 2015.

Contact

PRO AV Consulting, LLC · Sheridan, Wyoming, United States · info@proavcon.com · +1 (888) 866-6418