Terms & Conditions

General Terms and Conditions for Company Offsite

1. Scope of Application

1.1 These General Terms and Conditions ("GTC") apply to the company offsite (the “Company Offsite”) offered by Lufthansa Innovation Hub GmbH ("LIH") under the brand cloopio to a company (the "Customer") as a business stay of employees (m/f/d) in an arranged hotel or in a mediated accommodation (the "Hotel"). The GTC regulate the legal relationship between LIH and the Customer, for whom LIH acts based on an agency agreement pursuant to Sec. 675, 631 of the German Civil Code (BGB), whose subject is the provision of advice and the arrangement of a Company Offsite for the Customer.

1.2 The GTC do not apply to private groups or consumers, but exclusively in the relationship business to-business to a company as a natural or legal person or as a partnership acting in the exercise of their commercial or independent professional activity when concluding the legal transaction (Sec. 14 German Civil Code). Package travel law therefore does not apply to the Company Offsites offered by LIH as business stays.

2. Subject of Contract and Conclusion of Contract

2.1 As an agent, LIH arranges the accommodation and service agreement for the Company Offsite with the Hotel, which provides accommodation, catering, meeting rooms, team activities or short transfer and shuttle services, depending on the Customer's choice, and provides them as its own

services or through vicarious agents to the customer. In addition to the offsite services to be provided by the Hotel, LIH can also arrange for (further) individual services from service providers (the “Service Providers”), such as the provision of short transfer and shuttle services, as well as courses and activities or catering services. LIH provides the Customer with an individual offer for the Company Offsite regarding the mediated services of the Service Providers (the "Offsite Services") for the Customer's corporate purpose.

2.2 The Customer can make his request for a Company Offsite via the website www.cloopio.com, specifying the number of all persons participating. LIH will provide the Customer with an individual offer for the Offsite Services for the company offsite, including a price, which is valid for a certain period specified therein for the number of persons specified. A service fee may be charged for the preparation of an individual offer. If this is the case, the customer will be informed of this as well as the amount of the service fee before the offer is prepared. The customer has the option of declining the preparation of an offer.
With his booking order, the Customer offers LIH the binding conclusion of an agreement for the mediation of the Offsite Services based on the offer prepared for him by LIH and based on these GTC. At the same time, the booking order represents the binding registration for the selected Offsite Service of the Hotel or another Service Provider. The Customer can make the binding and chargeable booking order of the Company Offsite via a booking button provided by LIH in the offer.

2.3 The agency agreement comes into effect with the acceptance of LIH, the mediated accommodation and service agreement with the Hotel with the acceptance of the Hotel and brokered service agreements with other Service Providers with their acceptance. LIH informs the Customer with the booking confirmation and invoice about the respective acceptance. The booking confirmation can be sent electronically to the Customer on a permanent data carrier, for example by email. There is no right to receive a postal confirmation or a written contract. Value added tax is always shown separately, as provided for by law. Upon conclusion of the agency agreement, LIH’s claim for payment of a service fee becomes due and payable. If a service fee has been agreed for the preparation of the offer, this will be offset against the service fee once the agency agreement is concluded.

2.4 The mediated accommodation and service agreement with the Hotel or the mediated service agreement with a Service Provider is concluded exclusively with the Hotel or Service Provider. The provision of the Offsite Services arranged by LIH in this way is therefore not the responsibility of LIH but of the Hotel or the Service Provider named in each case. The Customer must therefore address all

claims arising from the mediated agreements to the Hotel or Service Provider and submit complaints there. The Customer can also address complaints to LIH. When receiving such complaints, LIH is not authorized to examine or acknowledge claims of the Customer against the Hotel or a Service Provider, but will forward complaints to the Hotel or Service Provider in each case.

3. Mediated Services

The service obligation of the Hotel or the Service Provider results exclusively from the content of the booking confirmation of LIH in connection with the offer individually prepared by LIH for the customer for his Company Offsite regarding the arranged Offsite Services. Location, service or hotel brochures of the Hotel or of third parties not issued by LIH are not authoritative or binding for the Offsite Services mediated by LIH.

4. Payment

4.1 After receipt of the booking confirmation / invoice from LIH, the total amount shown is due and payable to LIH by the Customer within the payment period stated therein, at the latest within 14 days of the invoice date. LIH will invoice all mediated Offsite Services in the name of and for the account of the Hotel and the Service Providers to the Customer, together with the service fee for the mediated service and offer preparation (if applicable). LIH is authorized to collect payments on behalf of the Hotel and all Service Providers and may accept Customer payments as well as rebooking or cancellation fees.

4.2 If a due payment is not made by the Customer despite a reminder and the setting of a reasonable deadline for payment by LIH, LIH is entitled to withdraw from the agreement with the Customer on behalf of the Hotel or the Service Provider and to cancel the booking and to demand cancellation costs and / or damages. The Customer has no claims due to such cancellation in the event of non payment.

4.3 The costs for any services booked subsequently by the Customer himself with the Hotel or third parties on site and not included in the package arranged by LIH (e.g. special services, extra requests such as special drinks and meals), are always borne by the Customer himself.

5. Changes in Performance of Services and Prices after Contract Conclusion

5.1 The Hotel and the Service Providers reserve the right to change or deviate from the booked Offsite Services for the Company Offsite after conclusion of the Agreement, taking into account their interests and the reasonableness for the Customer, if the changes are insignificant and are not brought about contrary to good faith. LIH will inform the Customer of this in advance.

5.2 The Hotel and the Service Providers reserve the right to unilaterally increase the price of the Offsite Services after the conclusion of the contract if the increase results from an increase in costs, also by Service Providers such as Hotels or transport companies, ancillary costs, price components, taxes or other levies which occurred after conclusion of the Agreement and which could not be foreseen at the time of conclusion of the Agreement, or due to inflation. The price will then be changed to the extent that the increase in the aforementioned factors per participating person affects the price. The Customer will receive an adjusted booking confirmation from LIH as agent.

6. Rescission due to Force Majeure by Hotel or Service Provider

6.1 The Hotel or a Service Provider may rescind from the contract prior to the start of the Offsite Services if the Offsite Services are affected by force majeure (such as natural disasters, epidemics, pandemics, measures to combat disease, acts of war, civil war, political unrest, official measures or coercive measures by the state, quarantine or other events with a similar effect which significantly

complicate, impede or temporarily render partially or completely impossible the performance of the Company Offsite, including strikes). Payments on the total price will be refunded by the Hotel or Service Provider in this case. The Customer has no further claims.

6.2 If the program is affected by force majeure within the meaning of Sec. 6.1 during its implementation, the Hotel / the Service Provider shall immediately notify the Customer of the events of force majeure. Events of force majeure that make the agreed services unreasonably difficult or temporarily impossible in whole or in part for the Hotel or the Service Provider shall entitle the Hotel or the Service Provider to postpone the performance of the services for the duration of the hindrance. The contractual obligations shall continue to exist insofar as they are feasible despite the force majeure. If the service becomes permanently impossible due to force majeure, the Hotel or the Service Provider will be released from the contractual obligations still to be performed. Additional costs caused by the force majeure, e.g. for an early departure, shall be borne by the Customer. No reimbursement will be made for services already rendered, and for services still to be rendered by the Hotel or the Service Provider only if the Hotel or the Service Provider has saved expenses and / or has received actual reimbursements.

6.3 LIH is entitled to terminate the Agreement with immediate effect in the name and on behalf of the Hotel or the Service Provider in the event of the occurrence of force majeure as defined in Sec. 6.1 during the program, even after the start of implementation. In addition, in this case, no reimbursement will be made for services already provided by LIH and for services still to be provided by the Hotel or the Service Provider only in the event that the Hotel or the Service Provider has actually saved expenses and / or the Hotel or the Service Providers have made reimbursements to LIH.

7. Termination in case of Disturbance by the Customer

The Hotel or the Service Provider may terminate the contract with the Customer mediated by LIH without notice if the Customer or his employees, despite an appropriate warning, persistently disrupt the contract or if they behave in a manner contrary to the contract to such an extent that a continuation of the contractual relationship until the agreed termination or the expiry of a notice period with them is unreasonable, or if they otherwise behave in a manner strongly contrary to the contract. In this case, the Hotel or the Service Provider retains the claim to the price of the booked Company Offsite, likewise, LIH retains the claim to its own service fee. Additional costs caused by disruptions shall be borne by the Customer.

8. Withdrawal of the Customer before the Start of the Offsite Services (cancellation) and Cancellation Fees

8.1 The Hotel and each Service Provider voluntarily accept a contractual right of withdrawal of the Customer. The Customer may withdraw from the contract at any time before the start of the booked Company Offsite. LIH is authorized to receive the Customer's declaration of withdrawal. Decisive for the time of withdrawal is the receipt of the withdrawal declaration by LIH. It is recommended to declare the withdrawal in written or text form (e.g. by email).

8.2 If the Customer withdraws from the contract, LIH is entitled to demand an appropriate cancellation fee on behalf of the Hotel, the Service Provider and in its own name (cancellation fee). Depending on the time of the Customer's withdrawal (after conclusion of the contract / before the start of the Company Offsite), this amounts to a lump sum in percent of the total price of the booked Company Offsite as follows:

- in case of a cancellation by the Customer until the 30st day before the beginning of the stay: 50 % of the total price of the arranged Offsite Services, and

- in case of cancellation by the Customer between the 29th day before the beginning of the stay and the beginning of the stay or on the day of the beginning of the stay: 100 % of the total price of the arranged Offsite Services.

8.3 If the costs incurred because of the Customer's withdrawal are demonstrably higher than a lump sum amount specified in Sec. 8.2, compensation shall be owed in the amount calculated specifically. At the request of the Customer, the Hotel / Service Provider will quantify and substantiate this in concrete terms, taking into account the expenses saved and any other use of the services.

8.4 Partial cancellation or partial return of individual rooms or offsite and hotel services by the Customer is excluded. LIH will attempt, on a goodwill basis, to obtain a refund from the Hotel or accommodation for such Offsite Services not used by the Customer.

9. Rescission and Termination by LIH

9.1 LIH is entitled to rescind from the contract mediated for the Customer on behalf of the Hotel or the Service Provider up to 30 days before the start of the Company Offsite. In this case, deposits already paid by the Customer will be refunded. Other claims of the Customer due to the cancellation do not exist.

9.2 The right to extraordinary termination for good cause remains unaffected for both contracting parties. The contract with LIH or the contract mediated by LIH for the Customer may be terminated by LIH or by LIH in the name and on behalf of the Hotel or the Service Provider with immediate effect by written or electronic notice, if the Customer has materially breached any of the Terms and Conditions of this Agreement or if insolvency proceedings have been instituted or an assignment has been made for the benefit of a creditor, the Customer is insolvent when due, or proceedings have been commenced or are being commenced by either party in respect of the Customer's insolvency, proceedings, resolutions, petitions or other steps have been instituted or commenced by either party or a third party in respect of the insolvency, liquidation or reorganisation or for the protection of creditors of the Customer, including the commencement of restructuring proceedings, and such action may materially affect the performance of the contract entered into with the Customer and the accommodation and service agreements with the Hotel or the Service Providers and the continuation thereof is unreasonable to LIH and the Hotel or Service Provider is unreasonable. An important reason also exists if the contractual relationship is so permanently disturbed that the continuation is unreasonable for the party entitled to terminate the contract.

10. Obligations of the Customer

10.1 The Customer must notify any defects in the Offsite Services directly to the Hotel or the Service Provider and can also report these to LIH as the agent, for example at hello@cloopio.com or at the address given below. The Customer must request a remedy within a reasonable period. The Hotel / Service Provider may refuse to remedy the situation if it is impossible or involves disproportionate costs, taking into account the extent of the defect and the value of the service concerned. The Hotel or the Service Provider may remedy the situation by providing or offering a substitute service of equal or greater value.

10.2 Insofar as the Hotel or the Service Provider was unable to remedy the situation because of a culpable failure to notify the Customer, the Customer shall not be entitled to assert warranty rights.

10.3 The Customer is obliged to cooperate in avoiding or minimizing any damages in the event of service disruptions within the framework of the statutory provisions on the duty to minimize damage.

10.4 The Customer is responsible for the punctual appearance of all participants of his Company Offsite. Participation in special events and activities or other services booked with the Hotel by the Customer independently of that contract, shall be at the Customer's own risk unless they are expressly part of the contract.

11. Liability and Limitation of liability

LIH is liable as an agent for intent or gross negligence. In case of slight negligence, LIH is only liable if an essential contract obligation (cardinal obligation) has been breached. In the event of a slightly negligent breach of contractual obligations, the claim for damages against LIH shall always be limited to the foreseeable and contract-typical damage, according to the type of performance at the time of conclusion of the contract. This also applies to slightly negligent breaches of duty by the legal representatives and vicarious agents of LIH. The liability of LIH is further limited to €50,000 per damage event for material damage and property damage. All mentioned limitations of liability do not apply in case of compensation of damages due to injury of life, body and health. LIH is not liable for the services of third party providers, which are clearly marked as such.

12. Privacy, Rights to object

12.1 The Customer will receive information about the processing of personal data in the data protection declaration on the website and in the data protection notices. LIH complies with the provisions of the BDSG (German Data Protection Statute) and the GDPR when processing personal data. Personal data are all data that relate to a person personally (e.g. name, address, email address). This data is processed insofar as it is necessary for the appropriate processing of your enquiry, booking request, for the implementation of pre-contractual measures or for the fulfilment of the agency contract, the mediated accommodation and service agreement or the mediated service agreements. The data processing is permissible for the aforementioned purposes in accordance with art. 6 para. 1 S. 1 lit. b GDPR. The data will not be passed on to unauthorised third parties without the express consent of the Customer. The Customer has the possibility at any time to retrieve his stored personal data, to request information about them, to have them changed, corrected or deleted, to have their processing restricted, to object to their processing, to have them transferred or to complain to a supervisory authority about the processing (all rights of art. 15 to 20 GDPR). The data will be deleted if they are no longer required for the performance of the Agreement or if law does not permit their storage.Insofar, as personal data are processed based on legitimate interests pursuant to art. 6 para. 1 sentence 1 lit. f GDPR, the Customer or a participant of theCompany Offsite has the right to object to the processing of personal data pursuant to art. 21 GDPR, insofar as there are grounds for doing so that arise from his/her particular situation. She / he can exercise her / his right to object by sending an email to datenschutz@lh-innovationhub.com or by contacting LIH at the address below.

12.2 By sending a message to datenschutz@lh-innovationhub.com, the Customer can also object free of charge at any time to the use or processing of the data for the purposes of advertising, market or opinion research or for marketing purposes.

13. Final Provisions

13.1 The mediation contract between LIH and the Customer is exclusively subject to German law. The invalidity of individual provisions of these GTC does not result in the invalidity of the entire contract. In the event of the invalidity of one or more provisions of this contract, the contracting parties shall agree on a substitute provision that comes as close as possible to the invalid provision in economic terms and in spirit. The Customer may only assign claims arising from this contract to third parties with the prior written consent of LIH. The Customer is only entitled to set-off with undisputed counterclaims or counterclaims, which have been finally determined by a court of law of the EU.

13.2 Oral collateral agreements do not exist. Amendments and supplements must be made in writing. This shall also apply to any Agreement that waives the written form requirement. Sec. 305b BGB shall remain unaffected.

13.3 The place of jurisdiction for all disputes arising from this contractual and legal relationship shall be Berlin.

Company Offsite Agent: Lufthansa Innovation Hub GmbH, Brunnenstr. 19-21, 10119 Berlin, Internet: www.cloopio.com, E-Mail: hello@cloopio.com; Tel. +49(0)30 55 24 2831; VAT ID according to § 27a UStG: DE 299793083. Main features of the service: Procurement of Hotel accommodation and services for company websites. Liability insurance: HDI Global SE, HDI-Platz 1, 30659 Hannover, info@hdi.global, Tel. +49(0)511 645-0; territorial scope of the insurance: Germany. German law shall apply to the mediation contract.