General terms and conditions

Preliminary remarks

TopTrip e.K. (hereinafter "TopTrip") buys services and sells them to companies for resale to their customers. TopTrip is not a tour operator in accordance with § 651a BGB et seq.

The services provided as offered by TopTrip are mainly buying and selling

• VIP services at airports, i.e. such as VIP lounge access, Meet & Assist, Translator services
• tourist services, such as hotel stays, conferences and events
• Food Services - Catering, food and drink in café-like structures (lounges)
• Porter services
• Airplane charter
• Air transportation

§1 Scope

1. The terms and conditions apply to companies, legal entities of public law, public special assets, merchants and non-merchants. They apply to all existing and future transactions with the counterpart.
2. Opposing or deviating Terms and Conditions Terms of the customer will only be part of the contract if TopTrip approves this fact by writing. This also applies if TopTrip fully delivers a service.

§2 Acknowledgement

The contractor acknowledges these Conditions agreeing to a contract. Changes of the general terms and conditions agreement must be made by writing.

§3 Inquiry, quotation, booking, confirmation, invoice and voucher

• Request - The client requests an offer. The request can be done in any form.
• Offer - TopTrip delivers an offer which can be accepted by the customer. For this he must pass an order to TopTrip. The offer includes all necessary information for the service. This includes i.e. service details, prices, dates and locations and, if necessary, the conditions for booking, payment and cancellation. See also §5 cancellation. The offer will be sent to the customer via email or fax.
• Booking - The ordering of a service must be done via email or fax. The booking must include a clear reference to the offer; we recommend the reply feature for emails, and a signature for acceptance, for faxes.
• Confirmation - after confirming the order, a legal contract is established. The confirmation can be done in any form.
• Invoice – after the confirmation the contractor will get an invoice (by email or fax). The information contained therein is part of the contract. I.E. there will be the payment terms.
• Voucher - if applicable, the contractor will get vouchers which will ease the provision of the service for his customers.

§4 Payment, Default

a) Payment
Payment can be made by bank transfer or credit card. If credit card is used, a fee will apply, which will be evidenced on the invoice.
The payment must be made in advance. The contractor has to take care that the invoice amount arrives in time for the payment target date to the given account. Should the amount arrive late, TopTrip may cancel the entire service package or parts of it without any further information. The contractual relationship would not be affected, i.e. the "late payment" clause can apply.
Any applicable cancellation fees will be charged to the customer and are payable immediately without deduction.
b) Arrears
If the payment terms are not fulfilled, the contract becomes invalid on the day after the term. If the payment target date is overdue, an interest of 3% (private clients) and 8% (commercial customers) above the base interest published by the Deutsche Bundesbank base rate will apply.

§5 Cancellation / Changes

1. A cancellation is possible in accordance with the conditions evidenced in the invoice. The mentioned costs are payable immediately without deduction.
2. For complex orders TopTrip can establish a separate processing fee in case of cancellation. At invoice sending, this point would be evidenced separately.
3. A cancellation or change is only effective if TopTrip has acknowledged a corresponding confirmation.

§6 Liability

a) Liability of TopTrip

1. TopTrip is not liable for any damages regarding the contract subject - for any legal reason whatsoever - especially not for loss of profit or other financial losses.

2. TopTrip is liable regarding private customer

   • for intent and gross negligence of the owner or its staff
   • for the culpable breach of contract, also for gross negligence of subordinates and for slight negligence, in the latter case however limited to the typical foreseeable contract-related damage.
   • for defects whose absence has been guaranteed by TopTrip;
   • TopTrip liable to merchants
   • of willful misconduct or gross negligence as current law states; also if the customer desires compensation instead of service, due to the absence of a formerly guaranteed detail;
   • for any culpable violation of an essential contractual obligation, however, always be limited to the foreseeable contract-related damage.
   • Substantial contractual obligations covered by these Conditions are those intentions on which the customer confidentially relays and may rely, because they characterize the essence of the contract.
   • Other liability is excluded.

b) Liability of the contractor

The contractor of TopTrip is liable if violating substantial contractual obligations, by intentional or negligent action.

c) Prevention

Should it not possible to fulfill the contract, due to force majeure (e.g. strikes, weather conditions), regulatory intervention or other reasons that are beyond the control of TopTrip, any liability of TopTrip of any kind is excluded.

§7 Special obligations of the contractor and its customers

The contractor promises to forward all given information to its customers. This applies particularly to:

• meeting Points
• Voucher
• Emergency phone Numbers

Please pay attention the general obligation to prevent possible liabilities.
If the service cannot be performed totally or partially, due to non-observance of the given information, TopTrip is free of any liability. This applies - among other reasons - to the following situations:

• The customer does not show up at the specified meeting point, and / or at a much different time than agreed
• The end user don’t show a necessary voucher and then, unlike as agreed, settles a bill by himself
• The end user or the contractor fail to fulfill the right to mitigate damages – for example – not using a notified emergency number in time, thus preventing any possible mitigation measures (missed Meeting Point - customer leaves the location; service partners would be on the spot in 1 minute after a call)

§8 Competitors exclusion

1. The contractor commits itself to not using any contact details which he will receive by TopTrip, regarding a service, for establishing business relationships with these contacts, which can be competing with the commercial activities of TopTrip.
   If this happens, among other consequences, any deposits would decay. More recourse will be checked immediately by our legal counsel. TopTrip reserves the right to publish this fact to any other business partner.
2. TopTrip commits itself to not use any information provided by the contractor, as part of the ordering process, regarding his end customers, for any purposes regarding competitors or to establish direct commercial relationship with this customers.

§9 Changes

Should one of these terms be wholly or partially invalid or incomplete, the remaining parts of this Terms and Conditions will remain unaffected. The parties commit themselves to try to agree to solution that comes closest to the intended regulation.

§10 Fulfillment and jurisdiction

The jurisdiction is the business location of TopTrip. To merchants, this is also the place of performance. TopTrip is also entitled to file a complaint at the main legal location of the contractual partner.

Garching, as of 30.10.16