[Translation from Dutch. In case of doubt or differences between this translation and the Dutch version, the Dutch text is leading.

Transcription

1 [Translation from Dutch. In case of doubt or differences between this translation and the Dutch version, the Dutch text is leading.] General Terms and Conditions These General Terms and Conditions govern the departments Sports Events, Congresses & Meetings, Incentives & Events, Concept & Creation, Group Ticketing, Sailing and Automotive Departments of ATP Specials B.V., a private limited liability company, also operating under the name ATP, The Advanced Travel Partner, ATP Event Experts and ATPI, having its registered office at Beechavenue 101 in Schiphol-Rijk, the Netherlands, and maintaining places of business in The Hague, the Netherlands, and Schiphol-Rijk, among other places. 1. Definitions 1.1 ATP Specials: the Sports Events, Congresses & Meetings, Incentives & Events, Concept & Creation, Group Ticketing, Sailing and Automotive Departments of ATP Specials B.V., a private limited liability company, also operating under the name ATP, The Advanced Travel Partner, ATP Event Experts and ATPI, having its registered office at Beechavenue 101 in Schiphol-Rijk, and maintaining places of business in The Hague, the Netherlands, and Schiphol-Rijk, among other places. 1.2 Principal: a natural person who or legal entity that acts as ATP Specials s other contractual party pursuant to the Agreement. 1.3 Guest: a natural person, and/or the person or persons who accompany him, to whom a service is provided on the ground of the Agreement concluded with the Principal. References in the General Terms and Conditions to a Guest or the Principal are intended to refer to both the Guest and the Principal unless it necessarily entails from the content and purport of the provision in question that the reference could only be to one of the two. 1.4 Agreement: the agreement that ATP Specials and the Principal conclude with respect to the services that ATP Specials will provide in the field of travel, conferences or events, the foregoing in the broadest sense of the words, such as the Principal s entering into an agreement, i.e. in the capacity of Intermediary, for the provision of accommodation and/or food and/or drinks and/or auditorium space or other space and/or grounds and/or transport and/or other services and goods to the Principal by a Service Provider, and entering into a Travel Agreement (within the meaning of Articles 7:500 et seq. of the Dutch Civil Code (Burgerlijk Wetboek)) with the Principal in the capacity of Tour Operator (within the meaning of Articles 7:500 et seq. of the Dutch Civil Code), in exchange for payment of a price that the Principal will pay ATP Specials. 1.5 Service Provider: the provider of the accommodation and/or the restaurant company and/or the audiovisual lease company and/or the carrier and/or the Tour Operator (within the meaning of Articles 7:500 et seq. of the Dutch Civil Code) and/or another service provider with which ATP Specials has entered into an Agreement on behalf of or for the benefit of the Principal for the provision of services and/or the supply of goods, and that is responsible for the provision of the service in question with due observance of the applicable conditions. 1.6 Contractual Value: the total value of the Agreement (including tourist taxes and VAT). 1

2 1.7 Tour Operator (within the meaning of Articles 7:500 et seq. of the Dutch Civil Code): the party that offers the public at large or a group of persons trips that are planned in advance in the context of conducting its business. A party that acts as an Intermediary in the context of conducting its business for the benefit of a Tour Operator (within the meaning of Articles 7:500 et seq. of the Dutch Civil Code) that does not have its registered office in the Netherlands will be deemed to be a Tour Operator (within the meaning of Articles 7:500 et seq. of the Dutch Civil Code) in respect of its other contractual party. 1.8 Travel Agreement (within the meaning of Articles 7:500 et seq. of the Dutch Civil Code): an agreement through which a Tour Operator (within the meaning of Articles 7:500 et seq. of the Dutch Civil Code) undertakes towards its other contractual party to provide the organised trip that it has offered in advance, comprising an overnight stay or a period that exceeds 24 hours and at least two of the following services: 1. transport; 2. accommodation; and 3. another tourist service that is not related to transport or accommodation and that forms a significant part of the trip. 1.9 Traveller: 1. ATP Specials s Principal; or 2. the party for whose benefit the trip has been stipulated and who has accepted that stipulation; or 3. the party to whom the legal relationship with the Tour Operator (within the meaning of Articles 7:500 et seq. of the Dutch Civil Code) has been transferred in accordance with Article 7:506 of the Dutch Civil Code. References in the General Terms and Conditions to the Traveller or the Principal are intended to refer to both the Traveller and the Principal unless it necessarily entails from the content and purport of the provision in question that the reference could only be to one of the two Intermediary: the party that, in the context of conducting its business, intermediates in the conclusion of agreements in the field of travel, conferences or events, the foregoing in the broadest sense of the words, including the provision of recommendations and information in that respect In these terms and conditions written or in writing is taken to include electronic communications. 2. Applicability 2.1 These General Terms and Conditions govern the conclusion and the content of the Agreement and all offers with respect to the conclusion of an Agreement, to the exclusion of any terms and conditions applied by the Principal. If the Agreement is nonetheless also governed by any other terms and conditions, the General Terms and Conditions will prevail in the event of any conflict. 2.2 It is possible to derogate from the provisions contained in the General Terms and Conditions only by means of a written document, from case to case. 2

3 2.3 These General Terms and Conditions also pertain to all natural persons whom and legal entities that ATP Specials uses or has used in connection with the conclusion and/or performance of the Agreement. With respect to the part of the trip that is carried out by a carrier, the general terms and conditions of carriage applied by the carrier in question will apply. Those terms and conditions may be obtained via ATP Specials or from the carrier in question. 3. Structure of the General Terms and Conditions/further outline 3.1 In view of the structure of the General Terms and Conditions, in the context of the parties rights and obligations it is important to take note of the capacity in which ATP Specials will provide the agreed service(s). For the record: if ATP Specials is obliged to provide various services on the ground of the Agreement it will be necessary to determine in respect of each individual service in what capacity ATP Specials is providing the service in question; thus, the various services may be provided in different capacities. The following options are possible: 1. ATP Specials acts in the context of its capacity as an Intermediary This capacity will apply in situations in which ATP Specials provides the following services on the ground of the Agreement: a. intermediation in respect of a single service in connection with the conclusion of an agreement between the Principal and a Service Provider (including providing recommendations and information in that respect); or b. intermediation in respect of numerous services that do not fall within the scope of the definition of a Travel Agreement (within the meaning of Articles 7:500 et seq. of the Dutch Civil Code) in connection with the conclusion of an agreement or agreements between the Principal and a Service Provider or Service Providers (including providing recommendations and information in that respect). The following provisions apply with respect to the conferences and events that ATP Specials organises for the benefit of the Principal. With respect to the reservations (including recommendations and information in that respect) that ATP Specials makes in the context of organising conferences and events, ATP Specials must be deemed to be an Intermediary, unless and insofar ATP Specials must be deemed to be a Tour Operator (within the meaning of Articles 7:500 et seq. of the Dutch Civil Code) in which case there must therefore be deemed to be a Travel Agreement (within the meaning of Articles 7:500 et seq. of the Dutch Civil Code). The other services that ATP Specials provides in the context of organising conferences and events, i.e. the services in respect of which ATP Specials does not act as Intermediary or as a Tour Operator (within the meaning of Articles 7:500 et seq. of the Dutch Civil Code), but rather as the actual service provider, fall within the scope of category 3. ATP Specials will enter into the agreement with the Service Provider in question on behalf of the Principal, in which case the Principal will be bound by the conditions of the Service Provider that the Service Provider has declared applicable upon the conclusion of the agreement in respect of the actual services provided. The Principal indemnifies ATP Specials in respect of any and all claims in that respect. At the Principal s request ATP Specials will intermediate in connections with the Principal s obtaining those conditions. 3

4 2. ATP Specials acts in the context of the capacity of Tour Operator (within the meaning of Articles 7:500 et seq. of the Dutch Civil Code), in which case there must therefore be deemed to be a Travel Agreement (within the meaning of Articles 7:500 et seq. of the Dutch Civil Code) This category will apply if ATP Specials is deemed to be a Tour Operator (within the meaning of Articles 7:500 et seq. of the Dutch Civil Code) under Dutch law (including mandatory provisions of European law), in which case there must therefore be deemed to be a Travel Agreement (within the meaning of Articles 7:500 et seq. of the Dutch Civil Code). The following provisions apply with respect to the conferences and events that ATP Specials organises for the benefit of the Principal. If ATP Specials provides numerous services in the context of conferences and events, it is possible that some of those services will fall within the scope of the definition of a Travel Agreement (within the meaning of Articles 7:500 et seq. of the Dutch Civil Code) and other services will not. With respect to the services that do fall within the scope of the definition of a Travel Agreement (within the meaning of Articles 7:500 et seq. of the Dutch Civil Code), ATP Specials must be deemed to be a Tour Operator (within the meaning of Articles 7:500 et seq. of the Dutch Civil Code) provided that all the other conditions have been met, in which case the other services will fall within the scope of category 1 or ATP Specials does not act in the context of its capacity as an Intermediary or a Tour Operator (within the meaning of Articles 7:500 et seq. of the Dutch Civil Code) This category involves situations in which ATP Specials provides one or more services in the context of which ATP Specials does not act as an Intermediary or a Tour Operator (within the meaning of Articles 7:500 et seq. of the Dutch Civil Code), but rather as the actual service provider. For the sake of convenience reference is made to the provisions contained in Article 3.1(1) with respect to the conferences and events that ATP Specials organises for the benefit of the Principal. That differentiation is significant in view of the parties rights and obligations, and it will therefore be referred to in the General Terms and Conditions in all cases in which that is necessary and relevant. 4. Offer and acceptance 4.1 Every offer made by ATP Specials is without engagement unless the offer in question constitutes an irrevocable offer within the meaning of Article 6:219(3) in conjunction with Article 6:217(2) of the Dutch Civil Code (Burgerlijk Wetboek). 4.2 An offer without engagement may be revoked immediately after receipt of the acceptance of the offer. Revocation must take place immediately and in any event within two working days after the Agreement is concluded. 4.3 ATP Specials also will not be obliged to perform an agreement after the term referred to in Article 4.2 if and insofar as the offer or the written confirmation is based on a manifest error or mistake. 4

5 4.4 The room prices indicated in the offer apply per room per night and are exclusive of VAT, service charges of the hotel in question, city tax and breakfast. The room price does not include extra services (such as pay TV, minibar, pressing, porterage and room service); such extra services do not form part of the offer made by ATP Specials 4.5 The other prices indicated in the offer are exclusive of VAT. 4.6 The prices referred to by ATP Specials are based on the factors that determine the prices at the time at which the offer is made and/or the agreement is concluded. The class descriptions and flight information indicated in the offer are indicative in nature and cannot be guaranteed by ATP Specials. 4.7 The provisions contained in Articles 4.4 to 4.5 will not apply if and insofar as the parties explicitly agree otherwise from case to case. 4.8 The Agreement will be concluded by means of the Principal s acceptance of the offer made by ATP Specials. The Principal may accept the offer in writing or orally. The Principal will be bound by the agreement after he has accepted the offer. 4.9 Even if the Principal enters into the Agreement with ATP Specials only as an intermediary it, as well as its principal, will be jointly and severally liable in respect of all the obligations pursuant to the Agreement. 5. Obligations of the Principal and/or the Traveller 5.1 The Principal will provide ATP Specials in a timely manner with the information required (including any further information required) regarding himself and his clients and/or their Guest(s). In the event that the information is not provided in a timely manner ATP Specials will be entitled to charge the Principal a fee for administrative costs equal to 2% of the contractual value or in any event the relevant part of the contract, in addition to the costs that the supplier charges ATP Specials. 5.2 The Principal agrees that ATP Specials will be entitled to provide the information regarding the principal and any clients and/or their Guests, including the mobile telephone number and/or address, to the Service Providers (such as airlines). The Principal warrants towards ATP Specials that any clients and/or their Guest(s) have given him permission to do so and indemnifies ATP Specials in respect of any claims brought in that respect. If the Principal does not wish to permit such information to be provided or is in default in this respect, ATP Specials will not be liable for any delays and/or other damage caused by the inability to inform the traveller(s) in a timely manner by or on behalf of ATP Specials. 5.3 The Principal warrants towards ATP Specials that: 1. explicit permission has been obtained from the traveller(s) for the provision of their personal data to ATP Specials and the processing of those personal data within the meaning of the Dutch Personal Data Protection Act (Wet bescherming persoonsgegevens) by ATP Specials (including the provision of the personal data to service providers) insofar as necessary for the conclusion and performance of the Agreement and/or the Agreement with the service provider(s) and in order to optimise the services being offered; and 2. the Principal will provide the Traveller(s) with all the information prescribed by law prior to acquiring the aforementioned permission, in any event including the following information: a. which personal data it will provide to ATP Specials; 5

6 b. the fact that the services providers, including airlines, to which ATP Specials provides personal data in connection with the provision of services may be obliged to comply with foreign authorities that may be located in countries outside the European Economic Area (EEA) that do not offer comparable protection of privacy as the countries within the EEA in accordance with the European Privacy Directive (95/46/EC), such as but not limited to the US Bureau of Customs and Border Protection; c. the fact that service providers may be located in countries outside the EEA that that do not offer comparable protection of privacy as the countries within the EEA in accordance with the European Privacy Directive (95/46/EC) and may be required to provide personal data to foreign authorities; d. the fact that travellers are entitled, within the limits set pursuant to the applicable laws and regulations, to request to inspect the personal data that ATP Specials has in respect of them and if those personal data are factually incorrect, incomplete or irrelevant or are otherwise processed contrary to a statutory regulation, the Traveller may request to have those data corrected, supplemented, deleted or protected, and they can contact ATP Specials for more information regarding their rights and/or such a request; and e. any and all other information that is necessary to ensure that the personal data in respect of the Travellers are properly and carefully processed by ATP Specials. 5.4 After the Agreement has been concluded the Principal will be responsible for obtaining any additional information necessary from the relevant authorities and will verify in a timely manner prior to the departure or the commencement of the conference or the commencement of the event whether the information obtained earlier has been changed since that time. 5.5 The Principal and/or the Traveller(s) or Guest(s) is/are obliged to comply with all the instructions given by ATP Specials in order to ensure the proper provision of the service(s) (including but not limited to instructions with respect to the check-in times and transfer times) and are liable towards ATP Specials and/or the service providers for any and all damage that ensues from or is otherwise related to their acts and/or omissions, or they will be obliged to bear their own damage caused as a result. 5.6 A Traveller or Guest that causes so much trouble or nuisance that the proper provision of the service(s) is significantly impeded or could be significantly impeded as a result may be excluded from the service(s) by ATP Specials and/or the service provider(s) if the Service Provider(s) cannot reasonably be expected to comply with the Agreement. Any and all damage caused as a result will be for the Principal s account. 5.7 The Principal and/or the Traveller(s) and or Guest(s) are obliged to prevent and/or limit any damage (or any further damage), including by notifying ATP Specials as quickly as possible of any complaints. 6. Conformity 6.1 With respect to ATP Specials acting in the context of its capacity as an Intermediary 6

7 6.1.1 ATP Specials is obliged to perform the Agreement or provide the agreed service(s) in accordance with the expectations that the Principal is reasonably entitled to have on the ground of the Agreement. 6.2 With respect to ATP Specials acting in the context of its capacity as a Tour Operator (within the meaning of Articles 7:500 et seq. of the Dutch Civil Code), in which case there must therefore be deemed to be a Travel Agreement (within the meaning of Articles 7:500 et seq. of the Dutch Civil Code) ATP Specials is obliged to perform the Travel Agreement (within the meaning of Articles 7:500 et seq. of the Dutch Civil Code) in accordance with the expectations that the Principal is reasonably entitled to have on the ground of the Travel Agreement If the trip does not proceed in accordance with the expectations that the Principal or the Traveller is reasonably entitled to have on the ground of the Travel Agreement (within the meaning of Articles 7:500 et seq. of the Dutch Civil Code), ATP Specials will be obliged to compensate the damage, in the manner indicated in Article 14.1(II), unless the failure to perform cannot be attributed to it or to the person whose help it has used in performing the agreement because: a. the failure to perform the Travel Agreement (within the meaning of Articles 7:500 et seq. of the Dutch Civil Code) can be attributed to the Principal; or b. the failure to perform the Travel Agreement (within the meaning of Articles 7:500 et seq. of the Dutch Civil Code) could not have been expected, could not have been remedied and can be attributed to a third party who was not involved in supplying the services included in the trip; or c. the failure to perform the agreement was caused by a situation involving force majeure within the meaning of Article 7:504(3)(b) of the Dutch Civil Code or by an event that ATP Specials or the party whose help it has used in performing the Travel Agreement (within the meaning of Articles 7:500 et seq. of the Dutch Civil Code) could not have anticipated or remedied even if all due care was exercised ATP Specials is required to provide the Traveller or Principal with help and assistance, in accordance with the circumstances, if the trip does not proceed in accordance with the expectations that the Traveller or Principal is reasonably entitled to have on the ground of the Travel Agreement (within the meaning of Articles 7:500 et seq. of the Dutch Civil Code). If it is the Traveller or the Principal who is to blame for those circumstances, ATP Specials will be obliged to provide help and assistance only insofar as it can reasonably be expected to do so, in which case the costs related to the help or assistance that it provides will be paid by the Traveller or the Principal. ATP Specials will pay the costs related to the help or assistance that it provides if the failure to perform can be blamed on the person whose help it has used in the performance of the Agreement in accordance with Article With respect to ATP Specials not acting in the context of its capacity as an Intermediary or a Tour Operator (within the meaning of Articles 7:500 et seq. of the Dutch Civil Code); ATP Specials acting as the actual service provider ATP Specials is obliged to perform the Agreement or provide the agreed service(s) in accordance with the expectations that the Principal is reasonably entitled to have on the ground of the Agreement. 7

8 7. Termination by ATP Specials 7.1 With respect to ATP Specials acting in the context of its capacity as an Intermediary ATP Specials B.V. may terminate the Agreement or the agreed service(s) only as a result of weighty circumstances of which it informs the Principal immediately. Such weighty circumstances are taken to mean circumstances that are of such a nature that ATP Specials B.V. cannot reasonably be expected to be bound by the Agreement or the agreed service(s) ATP Specials is not liable for any disadvantage or damage that ensues from termination of the Agreement with the Principal. 7.2 With respect to ATP Specials acting in the context of its capacity as a Tour Operator (within the meaning of Articles 7:500 et seq. of the Dutch Civil Code), in which case there must therefore be deemed to be a Travel Agreement (within the meaning of Articles 7:500 et seq. of the Dutch Civil Code) Without prejudice to the provisions contained in Article 8.2.5, ATP Specials may terminate the Travel Agreement (within the meaning of Articles 7:500 et seq. of the Dutch Civil Code) only as a result of weighty circumstances of which it informs the Principal immediately If ATP Specials terminates the Agreement as a result of a circumstance that cannot be attributed to the Principal it must offer the Principal another trip having the same or better quality. Without prejudice to the provisions contained in Article 7.2.3, if the Principal does not accept that offer he will be entitled to a refund or waiver of the total travel costs or, if the trip has already been taken in part, a proportionate amount of those costs. By refunding any amounts paid by the Principal, ATP Specials will be fully discharged in respect of its obligations In the event that the Agreement is terminated ATP Specials will reimburse the Principal, with due observance of the provisions contained in Article 14.1(II), for any pecuniary loss that the Principal has sustained, in addition to an amount as compensation for the loss of travel enjoyment, unless: a. ATP Specials terminates the Travel Agreement because the number of reservations is less than the required minimum and the Principal has been notified of the termination within the term indicated in the Travel Agreement; or b. the termination is the result of a situation involving force majeure, which does not include overbooking. For these purposes force majeure is taken to mean abnormal and unexpected circumstances that are outside the control of the party that invokes force majeure and whose consequences could not have been avoided in spite of any and all precautionary measures In the event that the cause of the dissolution can be attributed to the Principal, he will be liable towards ATP Specials and/or the Service Provider to compensate any and all resulting damage. 7.3 With respect to ATP Specials not acting in the context of its capacity as an Intermediary or a Tour Operator (within the meaning of Articles 7:500 et seq. of the Dutch Civil Code); ATP Specials acting as the actual service provider 8

9 7.3.1 ATP Specials may terminate the Agreement or the agreed service(s) only on the ground of weighty circumstances of which it informs the Principal immediately. Such weighty circumstances are taken to mean circumstances that are of such a nature that ATP Specials B.V. cannot reasonably be expected to be bound by the Agreement or the agreed service(s) ATP Specials is not liable for any disadvantage or damage that ensues from termination of the Agreement with the Principal. 8. Amendment to the Agreement by ATP Specials 8.1 With respect to ATP Specials acting in the context of its capacity as an Intermediary If the VAT rate is increased in the period between the conclusion of the Agreement and the performance of the Agreement, the increase will be for the Principal s account If after the Agreement is concluded the factors that determine the cost price of the services that have been reserved and/or the services that are to be delivered, including fuel costs and duties or taxes that are due, on which ATP Specials has based the price are increased, ATP Specials will be entitled to charge such increases on to the Principal ATP Specials is not liable towards the Principal for any disadvantage or damage that ensues from such a change. 8.2 With respect to ATP Specials acting in the context of its capacity as a Tour Operator (within the meaning of Articles 7:500 et seq. of the Dutch Civil Code), in which case there must therefore be deemed to be a Travel Agreement (within the meaning of Articles 7:500 et seq. of the Dutch Civil Code) ATP Specials will be entitled to change the agreed provision of services in respect of one or more essential points as a result of weighty circumstances of which it informs the Principal immediately. The Principal will have the right to reject such changes. The Principal must exercise that right within three working days of receiving the notification, on pain of the right lapsing ATP Specials will also be entitled to change the agreed provision of services in respect of one or more minor points as a result of weighty circumstances of which it informs the Principal immediately. The Principal will have the right to reject such changes only if they are to his detriment to more than a minor extent. The Principal must exercise that right within three working days of receiving the notification, on pain of the right lapsing Up to 20 days before the trip commences ATP Specials will be entitled to increase the contractual amount in connection with changes to transport costs, including the fuel costs, the taxes due or the applicable exchange rates. In such cases ATP Specials will indicate the manner in which the increase has been charged on. The Principal will have the right to reject such an increase. The Principal must exercise that right within three working days of receiving the notification, on pain of the right lapsing. 9

10 8.2.4 No further price increases will be implemented within 20 days before departure unless, at the explicit request of the Principal, the names of the travellers have not yet been definitively communicated and as a result the airline tickets have not yet been definitively printed. In such cases the total travel costs may be adjusted so that they are in line with the actual transport costs at the time at which the tickets are printed ATP Specials will be entitled to terminate the Agreement after a rejection within the meaning of Articles to ATP Specials must exercise that right within seven working days of receiving the notification of the rejection, on pain of the right lapsing, in which case the Principal will be entitled to a refund or waiver of the total travel costs or, if the trip has already been taken in part, a proportionate amount of those costs. By its refunding any amounts paid by the Principal ATP Specials will be fully discharged in respect of its obligations. If ATP Specials does not terminate the Agreement after a rejection by the Principal within the meaning of Articles to 8.2.3, ATP Specials will also reimburse the Principal for any pecuniary loss that the Principal has sustained, in addition to an amount as compensation for the loss of travel enjoyment, with due observance of the provisions contained in Article 14.1(II), unless: a. ATP Specials terminates the Travel Agreement because the number of reservations is less than the required minimum and the Principal has been notified of the termination within the term indicated in the Travel Agreement; or b. the termination is the result of a situation involving force majeure, which does not include overbooking. For these purposes force majeure is taken to mean abnormal and unexpected circumstances that are outside the control of the party that invokes force majeure and whose consequences could not have been avoided in spite of any and all precautionary measures. 8.3 With respect to ATP Specials not acting in the context of its capacity as an Intermediary or a Tour Operator (within the meaning of Articles 7:500 et seq. of the Dutch Civil Code); ATP Specials acting as the actual service provider If the VAT rate is increased in the period between the time at which the Agreement is concluded and the time at which the Agreement is performed, the increase will be for the Principal s account If after the Agreement is concluded the factors that determine the cost price of the goods to be delivered or the services to be provided, on which ATP Specials has based the price, are increased, ATP Specials will be entitled to charge such increases on to the Principal ATP Specials is not liable towards the Principal for any disadvantage or damage that ensues from such a change. 9. Changes by the Principal 9.1 ATP Specials will make amendments to parts of the Agreement at the Principal s request if and insofar as possible. The related costs, including the fee owed to ATP Specials in that context, will be charged on. 9.2 Unless the parties explicitly agree otherwise in writing, the Principal s decreasing the number of participants in the trip (transport and/or accommodation) or the conference or the event will be deemed to be a full or partial cancellation by the Principal, and Article 12 will apply in that respect. 10

11 10. Special provisions governing trips (transport and/or accommodation), conferences and events 10.1 Insurance ATP Specials is willing to intermediate in connection with taking out any travel and/or cancellation insurance that is needed Documents/visas/inoculations ATP Specials will provide the Principal (or will ensure that the Principal is provided with) general information, as it applies in the Netherlands, regarding passports, visas and any health-related formalities in any event not later than the time at which the Agreement is concluded The Principal must ensure that, upon departure and during the trip or the conference or the event, the Traveller(s) or Guest(s) is/are in possession of the travel documents required, such as a valid passport, any visas that are required, proof of inoculations, etc If the Traveller or a Guest cannot take the trip or cannot participate in the conference or the event because he or she does not have the above-mentioned documents, any consequences will be completely for his account or for the Principal s account. 11. Payment conditions 11.1 Payment must be made in euros to the bank account indicated by ATP Specials, unless the parties have explicitly agreed otherwise in writing Payment terms: A. The following provisions apply unless the parties have explicitly agreed otherwise, and subject to the provisions contained under B below: 1. Within 14 days after the Agreement has been concluded, the Principal will be obliged to make payment of an amount equal to 10% of the contract value. 2. Not later than six months before the commencement date of the trip (transport and/or accommodation) or the conference or the event, the Principal will be obliged to make payment of an amount equal to a total of 50% of the contract value. 3. Not later than six weeks before the commencement date of the trip (transport and/or accommodation) or the conference or the event, the Principal will be obliged to make payment of an amount equal to a total of 100% of the contract value. 4. If the Agreement is concluded within six weeks before the commencement date of the trip (transport and/or accommodation) or the conference or the event, the total contract value must be paid in full. ATP Specials will be entitled to deviate from the foregoing provisions at any time if the conditions applied by a Service Provider with which it has concluded an agreement on behalf of or for the benefit of the Principal gives cause to do so (stricter provisions). B. If on the ground of the Agreement ATP Specials acts only as the actual service provider, and thus on the ground of the Agreement it does not also provide services in the capacity of Intermediary or Tour Operator (within the meaning of 11

12 Articles 7:500 et seq. of the Dutch Civil Code), the Principal will be obliged to make payment within 14 days of the invoice date, unless the parties have explicitly agreed otherwise in writing. For the record: if on the ground of the Agreement ATP Specials is obliged to provide various services and it must be deemed to be the actual service provider in respect of part of the Agreement and the Intermediary or Tour Operator (within the meaning of Articles 7:500 et seq. of the Dutch Civil Code) in respect of another part, the provisions contained under A above will apply in respect of the entire agreement, unless the parties have explicitly agreed otherwise in writing The bank charges will be paid by the Principal unless the parties have explicitly agreed otherwise in writing. Bank charges are taken to mean any and all amounts that ATP Specials owes the bank in connection with the transfer, with a minimum of EUR ATP Specials will be entitled to unilaterally invoke the dissolution of the Agreement at any time at which the Principal is in default in respect of one of the above-mentioned payment conditions, in which case settlement will be made in accordance with the provisions contained in Article 12 in the event of cancellation by the Principal Any other amounts that the Principal owes pursuant to the Agreement must be paid to ATP Specials within 14 days after receipt of the invoice Any dispute with respect to any amount that ATP Specials has charged must be submitted to ATP Specials in writing within 10 days of the invoice date, including a substantiation of the dispute. The invoice will be binding if the dispute is not submitted within that term. The Principal s payment obligation will not be suspended by any such dispute The Principal will be in default merely as a result of any payment term being exceeded, without any demand or notice of default being required, in which case the Principal will be obliged to reimburse any and all judicial or extrajudicial collection costs. The extrajudicial collection costs will be calculated on the basis of the amount due, with a minimum of EUR 250, all of the foregoing to be increased by the VAT due on those amounts, as follows: on the first EUR 3,000: 15%; on the excess up to EUR 5,900: 10%; on the excess up to EUR 24,000: 8%; on the excess up to EUR 59,000: 5%; and on the amount in excess of EUR 59,000: 3%. In addition, the Principal will owe statutory interest on the principal amount for each month or part of a month in which the delay continues. Part of a month will be counted as a whole month Each payment will be deemed to be intended to reduce the Principal s debt to ATP Specials in the following order, regardless of any statements or comments that the Principal makes in respect of such a payment: a. the enforcement costs; b. the judicial and extrajudicial collection costs; c. the interest; d. the damage; and e. the principal amount If a petition for bankruptcy is filed in respect of the Principal or if the Principal is declared bankrupt, is in receivership or dies, or if the Principal assigns his estate, 12

13 applies for a suspension of payments, is placed under administration within the meaning of Book 1 of the Dutch Civil Code, if a trust is established or if an attachment is legally levied on the Principal s goods by third parties, the amounts owed to ATP Specials will be due in full immediately without any notice of default being required. Any and all judicial and extrajudicial costs that ATP Specials is reasonably of the opinion must be incurred in order to collect the amounts owed to it at that time will be paid by the Principal ATP Specials will be entitled to request that the Principal furnish security for its compliance with its obligations at any time, if the circumstances of the case give it cause to do so. If the Principal cannot furnish the security requested, ATP Specials will be entitled to unilaterally dissolve the Agreement, without it being obliged to pay compensation of any kind. 12. Cancellation by the Principal 12.1 The Principal will be entitled to cancel the Agreement only if it pays ATP Specials the amounts indicated below Notification of cancellations must be given in writing. The cancellation date will be deemed to be the date on which ATP Specials has received that written notification The Principal will be obliged to pay the contract value in the event that the Principal is a no-show If not all of the agreed services are cancelled, the following provisions will apply pro rata in respect of the services that have been cancelled The advance that the Principal has paid in accordance with Article 11.2 will be set off against the amount that the Principal owes on the ground of the following article. The Principal must have transferred to remaining amount to one of ATP Specials s accounts within 14 days after receipt of the invoice. Articles 11.1, 11.3, and 11.6 to 11.8 will apply The following provisions will apply unless the parties have explicitly agreed otherwise in writing: A. With respect to ATP Specials acting in the context of its capacity as an Intermediary or in the context of its capacity as a Tour Operator (within the meaning of Articles 7:500 et seq. of the Dutch Civil Code), in which case there must therefore be deemed to be a Travel Agreement (within the meaning of Articles 7:500 et seq. of the Dutch Civil Code) The following provisions will apply in such cases: 1. In the event of a cancellation not later than six months before the commencement date of the trip (transport and/or accommodation) or the conference or the event, the Principal will be obliged to pay ATP Specials 10% of the contract value. 2. In the event of a cancellation less than six months but more than three months before the commencement date of the trip (transport and/or accommodation) or the conference or the event, the Principal will be obliged to pay ATP Specials 50% of the contract value. 3. In the event of a cancellation less than three months but more than one month before the commencement date of the trip (transport and/or accommodation) or 13

14 the conference or the event, the Principal will be obliged to pay ATP Specials 75% of the contract value. 4. In the event of a cancellation less than one month before the commencement date of the trip (transport and/or accommodation) or the conference or the event, the Principal will be obliged to pay ATP Specials 100% of the contract value ATP Specials will be entitled to deviate from the foregoing provisions at any time if the conditions applied by a Service Provider with which it has concluded an agreement on behalf of or for the benefit of the Principal gives cause to do so (stricter provisions). B. With respect to ATP Specials not acting in the context of its capacity as an Intermediary or a Tour Operator (within the meaning of Articles 7:500 et seq. of the Dutch Civil Code); ATP Specials acting as the actual service provider The Principal will be obliged to pay ATP Specials 100% of the contract value. 13. Force majeure 13.1 In the event of a situation involving force majeure on the part of ATP Specials, it will be entitled to dissolve the Agreement by means of a written notification at any time, in which case the Principal will not be entitled to compensation of any kind If ATP Specials has acted in its capacity as an Intermediary and a Service Provider cancels the reservation(s) on the ground of force majeure (including fires, floods, earthquakes or other natural disasters), that will not in any way affect the other parts of the Agreement that the Principal and ATP Specials have concluded. With respect to the service(s) that the Service Provider has cancelled on the ground of force majeure, the Principal will be obliged to pay ATP Specials the intermediation fee owed to ATP Specials in respect of the services that have been cancelled. Articles 11.1, 11.3, and 11.6 to 11.8 will apply in respect of the payment of that remuneration; ATP Specials will be entitled to set off such amounts. 14. Liability 14.1 If ATP Specials is liable for any damage, that liability will be limited as follows: I. With respect to ATP Specials acting in the context of its capacity as an Intermediary The following provisions will apply in such cases: 1. Under no circumstances is ATP Specials liable for any acts and/or omissions on the part of the Service Provider in question or for the correctness of the information that the Service Provider provides. The Service Provider in question will be exclusively liable, with due observance of the applicable conditions, in respect of the provision of the service in question. The Service Provider in question will be exclusively liable for any and all claims for damage that ensue from the transfers of funds by that Service Provider. 2. ATP Specials also does not accept any liability if it is unable to carry out the assignment as a result of a situation involving force majeure. Force majeure is taken to mean a breach in respect of the compliance with any obligations as a result of unexpected circumstances that could not have been prevented in spite of any and all reasonable preventative measures to be taken. In particular, force 14

15 majeure includes delays caused by technical defects in the means of transport, weather conditions, traffic, strikes, acts of war, riots, threats of terrorism, blockades, missed connections, overbooking, changes to the trip made by the service provider or cancellation by the service provider. 3. ATP Specials does not accept any liability in respect of the correctness of any information provided by or on behalf of the service providers used, including but not limited to photographs, brochures and other information materials. 4. Insofar as ATP Specials commits breach of contract itself and the Principal sustains damage as a result (including damage caused by a loss of travel enjoyment), ATP Specials s liability will be limited to a maximum of 25% of the contract value of the Agreement, or in any event the part of the Agreement to which the liability relates. 5. ATP Specials cannot be held liable for any inability to pay on the part of the Service Provider. 6. Liability for damage for which the Principal and/or his customer and/or Guest or the Traveller is insured (for example by means of travel and/or cancellation insurance or health insurance) and liability for any damage that the Principal and/or the Traveller sustains in the context of practising a profession or conducting a business (including any damage caused by missed connections or a failure to arrive at the destination on time) is excluded. II. With respect to ATP Specials acting in the context of its capacity as a Tour Operator (within the meaning of Articles 7:500 et seq. of the Dutch Civil Code), in which case there must therefore be deemed to be a Travel Agreement (within the meaning of Articles 7:500 et seq. of the Dutch Civil Code) If pursuant to Dutch law (including mandatory provisions of European law) ATP Specials must be deemed to be a Tour Operator (within the meaning of Articles 7:500 et seq. of the Dutch Civil Code) and thus, among other things, a package tour is involved that has been organised in advance and subsequently offered, there must be deemed to be a Travel Agreement (within the meaning of Articles 7:500 et seq. of the Dutch Civil Code) and the following provision will apply. 1. With respect to liability to damage caused by the death of or bodily injury to the Traveller. If a treaty applies in respect of a service that is included in the Travel Agreement (within the meaning of Articles 7:500 et seq. of the Dutch Civil Code), ATP Specials will be entitled to invoke an exclusion or limitation of the liability for damage, caused by the death of or bodily injury to the Traveller, that that treaty allocates or allows in respect of it in that capacity. 2. The following provisions apply with respect to liability for damage other than the damage referred to in Article 14(II)(1): a. If ATP Specials provides the services included in the Travel Agreement (within the meaning of Articles 7:500 et seq. of the Dutch Civil Code) itself, its liability will be limited to three times the total travel costs unless there has been an intentional act or omission or gross recklessness in the knowledge that the damage in question would likely be the result. b. Insofar as ATP Specials does not provide the services included in the Travel Agreement (within the meaning of Articles 7:500 et seq. of the Dutch Civil Code) itself, its liability will be limited to three times the total travel costs. 3. If ATP Specials is liable towards the Principal or the Traveller or a Guest for a loss of travel enjoyment, the maximum remuneration will be equal to one times the total travel costs. 15

16 4. Liability for damage for which the Principal and/or his customer and/or Guest or the Traveller is insured (for example by means of travel and/or cancellation insurance or health insurance) is excluded. 5. ATP Specials will not be obliged to compensate any damage sustained by the Principal in the event that: a. the breach in respect of the performance of the agreement can be attributed to the principal or the traveller; or b. the breach in respect of the performance of the agreement could not have been anticipated or could not have been alleviated and can be attributed to a third party who was not involved in the provision of the services included in the trip; or c. the breach in respect of the performance of the agreement was caused by an event that ATP Specials or the party whose help it has used in performing the agreement could not have been anticipated or remediated even if all due care had been exercised; or d. the breach in respect of the performance of the agreement was caused by a situation involving force majeure. Force majeure is taken to mean abnormal or unexpected circumstances that are outside the control of the party invoking it, the consequences of which could not have been avoided in spite of all due precautionary measures. 6. The exclusions and/or limitations of ATP Specials s liability included in this Article also apply in respect of the employees of ATP Specials, the booking office and the services providers in question and their personnel. III. With respect to ATP Specials not acting in the context of its capacity as an Intermediary or a Tour Operator (within the meaning of Articles 7:500 et seq. of the Dutch Civil Code); ATP Specials acting as the actual service provider The following provisions will apply in such cases: 1. Insofar as ATP Specials commits breach of contract and the Principal sustains damage as a result, the liability of ATP Specials will be limited to a maximum equal to 100% of the contract value of the Agreement or in any event to the part of the Agreement to which the liability relates. 2. The liability for damage for which the Principal and/or his customer and/or Guest or the Traveller is insured (for example by means of travel and/or cancellation insurance or health insurance) and liability for any damage that any of them sustains in the context of practising a profession or conducting a business (including any damage caused by missed connections or a failure to arrive at the destination on time) is excluded Under no circumstances will ATP Business Travel B.V. be liable to compensate indirect damage (including but not limited to consequential damage, loss of profit, loss of savings and damage caused by business interruption) or any damage that the principal or the traveller sustains in the context of practising a profession or conducting a business If any service included in one of the agreements is governed by a treaty (including a European Regulation), ATP Specials will be entitled to invoke any exclusion or limitation of liability granted or permitted in respect of a service provider as such pursuant to that treaty or Regulation Any and all claims against ATP Specials for compensation will lapse after one year has passed since the time at which the claim arose. 16