Non-Circumvention Policy

This Non-Circumvention Policy sets out the basis on which OPES JET introduces Members and Participating Carriers to one another through the OPES JET Platform, and the obligations that arise as a result of those introductions. It supplements the Terms of Use and is incorporated into them by reference.

1 About OpesJet

1.1 OpesJet Holdings Ltd is a company registered in England & Wales (company number 12807687), having its registered office at 18 Lower Byrom Street, Manchester M3 4AP, United Kingdom (“OpesJet UK”).

1.2 OPES JET LLC is a limited liability company organised under the laws of the State of Florida, having its registered office at 2700 N. Military Trail, Suite 130, Boca Raton, FL 33431, United States of America (“OpesJet US”).

1.3 OpesJet UK and OpesJet US together with their respective Affiliates are referred to in this Policy as “OpesJet”, “we”, “us” or “our”.

1.4 OpesJet operates a marketplace and technology platform on which Members search for, plan, source, solicit quotes, schedule, reserve and book on demand aircraft charters directly from third party Participating Carriers. We are not a Carrier ourselves and do not act as agent, broker or representative of any Carrier.

2 Scope of this Policy

2.1 This Policy governs the introduction by OpesJet of Members to Participating Carriers and of Participating Carriers to Members through the OpesJet Platform, and the conduct of each such party in respect of those introductions.

2.2 This Policy applies to every User of the OpesJet Platform from the moment a User Account is opened and continues to apply in respect of each Introduction for the duration set out in section 5.

2.3 By opening a User Account, submitting a Charter Request, submitting a Quotation, or otherwise using the OpesJet Platform, you acknowledge and agree to be bound by this Policy. If you do not accept this Policy, you must not use the OpesJet Platform.

2.4 This Policy is in addition to, and is to be read together with, the Terms of Use, the Privacy Notice, the Charter Contract and any other terms and conditions that apply between you and us or that apply between you and a Participating Carrier or Member through the OpesJet Platform. In the event of any conflict between this Policy and the Terms of Use, this Policy shall prevail in respect of matters of non-circumvention.

3 Definitions and interpretations

3.1 In this Policy, unless the context otherwise requires, capitalised terms have the meaning given to them in the Terms of Use. The following additional terms apply:

“Affiliate” means any other entity that, either directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with OpesJet, including for the avoidance of doubt OpesJet Holdings Ltd and OPES JET LLC.

“Charter Request” means any aircraft charter request, quote request, expression of interest, mission brief or other enquiry submitted by a Member through the OpesJet Platform.

“Introduction” means any disclosure made by OpesJet through the OpesJet Platform of the identity, contact details, or commercial particulars of a Member to a Participating Carrier or of a Participating Carrier to a Member, including (without limitation) the matching of a Charter Request to one or more Participating Carriers and the matching of a Quotation to a Member.

“Introduced Party” means, in relation to any Introduction, the Member or Participating Carrier to whom the other has been introduced.

“Last Engagement” means, in respect of an Introduced Party, the most recent of: (a) the date on which a Charter Contract concluded through the OpesJet Platform between you and that Introduced Party was performed in full; (b) the date on which a Quotation was last exchanged between you and that Introduced Party through the OpesJet Platform; or (c) the date on which any substantive communication was last exchanged between you and that Introduced Party through the OpesJet Platform.

“Member” means any User who holds a User Account as a charterer of aircraft (whether as an individual, a legal entity or on behalf of a legal entity) and who uses the OpesJet Platform to source aircraft charters from Participating Carriers.

“Participating Carrier” means any Carrier who has opened a User Account on the OpesJet Platform and who offers Quotations through the OpesJet Platform.

“Permitted Channel” means a Charter Contract concluded through the OpesJet Platform, or any communication or transaction expressly facilitated by OpesJet through the OpesJet Platform.

“Policy” means this Non-Circumvention Policy, as may be amended from time to time and published on the OpesJet Platform.

“Quotation” means any offer, indication, estimate or proposal made by a Participating Carrier through the OpesJet Platform in response to a Charter Request.

“Restriction Period” has the meaning set out in section 5.1.

“User” means any natural person or legal entity holding a User Account on the OpesJet Platform, whether as a Member or as a Participating Carrier.

3.2 In this Policy, unless the context otherwise requires, the masculine gender shall include the feminine and vice versa and the plural shall include the singular and vice versa.

4 The non-circumvention undertaking

4.1 You acknowledge that the value of the OpesJet Platform to you, and the basis on which we are willing to provide the OpesJet Services to you, is the curated network of Members and Participating Carriers we have built and the Introductions we facilitate between them. Circumvention of OpesJet would deprive us of the consideration we are entitled to receive in respect of those Introductions and would undermine the platform on which all Users rely.

4.2 In consideration of the Introductions made available to you through the OpesJet Platform, you undertake that, in respect of each Introduced Party and during the Restriction Period set out in section 5, you will not, directly or indirectly, and whether on your own behalf or on behalf of any other person, firm or company:

(a) solicit, contract, negotiate, transact, accept or perform any aircraft charter or related service with or for the benefit of the Introduced Party other than through a Permitted Channel;

(b) approach, contact or communicate with the Introduced Party in connection with any aircraft charter or related service other than through a Permitted Channel;

(c) disclose to any third party the identity, contact details, commercial particulars or any other information concerning the Introduced Party that you have obtained through the OpesJet Platform; or

(d) procure or assist any other person to do any of the things set out in paragraphs (a) to (c) above.

4.3 For the avoidance of doubt, the undertakings in section 4.2 apply to each Introduction independently. The expiry of the Restriction Period in respect of one Introduced Party does not affect the Restriction Period in respect of any other Introduced Party.

5 Duration of the Restriction

5.1 The “Restriction Period” in respect of an Introduced Party is the period of six (6) months commencing on the date of Last Engagement with that Introduced Party.

5.2 The Restriction Period is rolling. Each new engagement with the Introduced Party through a Permitted Channel resets the Last Engagement date and accordingly restarts the Restriction Period from that new date.

5.3 The Restriction Period continues to apply notwithstanding the closure of your User Account or the termination of the Terms of Use, and shall continue in respect of each Introduced Party until expiry in accordance with sections 5.1 and 5.2.

6 Permitted activity and exceptions

6.1 Nothing in this Policy prevents you from: (a) continuing to transact with the Introduced Party through the OpesJet Platform; (b) continuing or concluding any contractual relationship with the Introduced Party that pre-dates the Introduction and that is evidenced by documentation reasonably acceptable to us; or (c) transacting with the Introduced Party in a context wholly unrelated to private aviation charter or any related service.

6.2 If you believe that any activity falls within an exception in section 6.1 and wish confirmation from us, you may request such confirmation by contacting Customer Service at the address in section 11.4. We will respond in good faith and within a reasonable time. Our response is given in good faith only and is not a waiver of our rights under this Policy.

6.3 We may, in our sole discretion and on terms we consider appropriate, waive the application of all or part of this Policy in respect of a specific Introduction. Any such waiver must be given by us in writing and is limited to the matters expressly set out in it.

7 Remedies for breach

7.1 You acknowledge that the undertakings in section 4 are reasonable in scope, duration and geography, are necessary to protect our legitimate business interests, and that a breach of those undertakings would cause us harm that may not be adequately compensated by damages alone.

7.2 Without limiting any other remedy available to us at law or in equity, in the event of a breach or threatened breach of this Policy by you we shall be entitled to: (a) injunctive or other equitable relief restraining the breach without the need to prove special damages or to provide security; (b) recover from you, as liquidated damages and not as a penalty, a sum equal to the commission OpesJet would have earned had the transaction been concluded through a Permitted Channel, calculated on the basis of the total consideration of the circumventing transaction; (c) recover all reasonable legal fees, expert fees, court costs and other expenses reasonably and properly incurred by us in connection with the enforcement of this Policy; and (d) suspend, restrict or close your User Account in accordance with the Terms of Use.

7.3 The remedies set out in section 7.2 are cumulative and not exclusive. The election of one remedy does not preclude the pursuit of any other remedy.

7.4 Each Introduced Party shall, in addition to OpesJet, be entitled to the benefit of and to enforce in its own right any undertaking owed to it by you under this Policy that protects its identity, contact details or commercial particulars. For the avoidance of doubt, this benefit is conferred by us as a permitted third party right under the Contracts (Rights of Third Parties) Act 1999, and may not be varied, rescinded or extinguished without the prior written consent of that Introduced Party.

8 Confidentiality of Introduced Party information

8.1 You shall treat all information concerning an Introduced Party that you obtain through the OpesJet Platform (including identity, contact details, fleet information, pricing, commercial terms, and any communication exchanged through the OpesJet Platform) as strictly confidential.

8.2 You shall not disclose such information to any third party other than: (a) your professional advisers under a duty of confidentiality; (b) where required by law, court order or competent regulatory authority; or (c) where the Introduced Party has given prior written consent to the disclosure.

8.3 The obligations in this section 8 survive the expiry of the Restriction Period and the termination of the Terms of Use.

9 Notice and acknowledgment

9.1 The terms of this Policy are brought to your attention at the time you open a User Account on the OpesJet Platform, at the time of each Introduction (including through notification or status emails issued in connection with a Quotation, Charter Contract or related matter), and on the OpesJet Platform at all times.

9.2 By proceeding with an Introduction or transacting with an Introduced Party through the OpesJet Platform, you confirm that you have read this Policy, understand its terms, and agree to be bound by it.

10 Changes to this Policy

10.1 We may amend this Policy in our sole discretion under the procedure set out in this section and in accordance with applicable law.

10.2 We shall give prior notice to you of any proposed change by sending an email to the primary email address registered with your User Account. The proposed change shall automatically come into effect 30 days after the date this change notice was sent to you, unless you have given us notice that you object to the proposed changes before the changes come into effect.

10.3 An amendment to this Policy does not affect: (a) any Restriction Period that commenced before the amendment took effect, which shall continue to be governed by the terms of this Policy as in force on the date of the relevant Introduction; or (b) any liability that accrued under this Policy prior to the amendment.

10.4 Your continued use of the OpesJet Services following the effective date of any amended Policy will constitute your binding acceptance of the amended terms.

11 Miscellaneous

11.1 If any part of this Policy is found by a court of competent jurisdiction to be invalid, unlawful or unenforceable then such part shall be severed from the remainder of this Policy, which shall continue to be valid and enforceable to the fullest extent permitted by law. The parties intend that where a provision is found to be unenforceable as drafted, it shall be replaced by the broadest enforceable equivalent, including by reduction of the Restriction Period to the longest period that is enforceable.

11.2 You may not assign this Policy to any other party without our prior written consent. We may assign this Policy without your consent to: (a) an Affiliate; (b) an acquirer of our equity, business or assets; or (c) a successor by merger.

11.3 Our failure to enforce any right or provision in this Policy shall not constitute a waiver of such right or provision and shall not affect our ability to exercise such right or provision at any time thereafter. Any waiver of any breach of this Policy shall not constitute a waiver of any subsequent breach.

11.4 You may contact us in respect of this Policy at any time by sending a message to legal@opesjet.com, or by writing to the registered office address of the relevant OpesJet entity set out in section 1.

11.5 In case this Policy has been translated by us, you agree that the original English text shall prevail in the case of a dispute.

12 Law, jurisdiction and dispute resolution

12.1 Where the contracting OpesJet entity is OpesJet UK, this Policy shall be governed by and interpreted in accordance with the laws of England and Wales, and you and we both submit to the exclusive jurisdiction of the English courts to adjudicate any claim, dispute or other matter arising under this Policy.

12.2 Where the contracting OpesJet entity is OpesJet US, this Policy shall be governed by and interpreted in accordance with the laws of the State of Florida, United States of America, and you and we both submit to the exclusive jurisdiction of the state and federal courts located in Palm Beach County, Florida.

12.3 If a dispute arises between you and us under this Policy, we encourage you to first contact us directly to seek a resolution. We will consider, at our discretion, reasonable requests to resolve any dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.