PRIVATE AGREEMENT BETWEEN

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1 PRIVATE AGREEMENT BETWEEN MERIDIANA S.p.A. (Principal) and (Assignee), based in post-code address in the person of its legal representative Mr. tel. fax business licence/authorisation No. issued by on IATA code WHEREAS Meridiana has set up its own internet sales system, called Meridiana Web Trade System (WTS), which can be accessed from the website; Meridiana sells its national and international air transport services on-line through the WTS; is a travel agency that also sells air transport services for that purpose, Meridiana intends to grant authority to sell its airline transport services using the WTS online system. Now therefore the parties hereto agree as follows

2 Article 1 Subject of the agreement and limits of authority Meridiana hereby appoints Assignee as its agent, to act exclusively in the interest of Meridiana, to sell its national and international airline transport services over the internet using the Meridiana WTS (Web Trade System). Assignee is hereby authorised to sell Meridiana s airline transport services for all the public tariffs made available by Meridiana under the conditions in force and hereby agrees that it shall not, under any circumstances, sell said services at a price lower than those available directly through the meridiana.com website / WTS. Said sales may be performed using the WTS with payment exclusively by a credit card recognised and accepted by Meridiana issued either in the passenger s or in Assignee s name. This agency agreement does not bar Assignee from using other systems, such as for instance, the GDS system. Article 2 Assignment of the Meridiana Password Meridiana shall assign a password to Assignee at the time of signing this agency agreement, to enable the latter to register in the dedicated WTS (Trade Area) of the Meridiana internet site, and Assignee shall acknowledge receipt of said password. The signing by Assignee of this private agreement constitutes a receipt for said password. However, the parties agree that in the event of termination of this agency agreement, for any reason whatsoever, Meridiana shall immediately invalidate the password, which remains the property of Meridiana and is given to Assignee exclusively for the purpose of enabling the correct performance of the agency agreement. Article 3 On-line purchase and sale Passengers may purchase one or more seats on specific Meridiana flights over the internet, through Assignee, subject to confirmation of their reservation with payment directly to Meridiana, using the credit cards recognised by Meridiana issued in the passenger s or in Assignee s name. Article 4 Passenger s receipt Once the electronic transaction is complete, the Meridiana WTS provides a report of the transaction comprising:

3 name and number of passengers; applicable fare and fare price; details of additional costs, such as government taxes and charges/surcharges; PNR (passenger name record); Assignee shall provide the passenger with a copy of the transaction report, which constitutes for all purposes, including tax purposes, the receipt against payment issued by Meridiana. Assignee shall also inform the passenger of the tariff conditions applicable to the specific fare. Article 5 Refunds for cancellation / no-show and change of booking / schedule 5.1 Refunds Refunds are subject to the tariff conditions applicable to each fare. In any case refunds, where applicable, shall be paid by Assignee, through existing channels (Refunds and Replacement tickets sector) or through the refunds department of the Meridiana Call Center, with dedicated telephone number. Amounts shall be refunded to the same credit card used to make the purchase. Should the amount be refunded to Assignee s credit card, the latter shall be responsible for directly refunding the customer. 5.2 Special non-refundable fares As a general rule special fares are subject to some restrictions as regards refunds for cancellation or no-show, or in the event of a change of booking or schedule. Meridiana reserves the right to modify the specific conditions as and when it deems appropriate. At the time of sale of special fares Assignee is expressly required to inform passengers about any specific conditions regarding Refunds for cancellation / no-show and change of booking / schedule. Article 6 Interlining Assignee hereby acknowledges that the sale of interline products is not currently possible with the Meridiana WTS.

4 Article 7 Use of the connection Assignee shall use the internet connection with the utmost care and attention so as to avoid double bookings or blocking of spaces not specifically requested by the passenger. Assignee hereby acknowledges that all on-line transactions require the relative payments to be made to the Principal by credit card. Assignee hereby acknowledges that Meridiana may carry out all the appropriate investigations into the conduct and actions of Assignee; Meridiana may take all the legal action it deems appropriate, provided there are sufficient grounds for such action. Article 8 Payment The only acceptable forms of payment for the sale of Meridiana air segments under the provisions of this agreement are: - Assignee s credit card - passenger s credit card At the time of signing this agreement the following credit cards are recognised and accepted by Meridiana: American Express, Mastercard, Visa, Diners, JCB. Meridiana reserves the right to notify Assignee of any modifications with relation to the credit cards recognised thereby. Article 9 Commission / Agency Fee Assignee shall receive no commission from Meridiana against the activity specified under this agreement. The fares shown on the meridiana.com website / WTS are net fares. On no account shall Assignee add any agency fee to the amount due to Principal. Any agency fee charged by Assignee shall be paid by the passenger to Assignee under a separate transaction

5 Article 10 Confidentiality The parties hereby agree that Principal and Assignee shall act within the scope of this agency agreement in accordance with the laws in force concerning the protection of personal data. Article 11 Duration of the agreement and right of withdrawal This agency agreement shall remain in force for an indefinite period of time unless one of the parties exercises its exclusive and irrevocable option to withdraw from the contract at any time, giving the other party written notice of the decision to exercise that right, to be sent by ordinary mail, or fax at least 60 (sixty) days in advance. Article 12 Disputes All disputes between the parties in connection with the interpretation and/or execution of this agreement shall be brought exclusively before the court of Tempio Pausania (Sassari) for settlement. MERIDIANA S.p.A. (Principal) (Assignee) Moreover in the person of, acting as the legal representative thereof, in accordance with sections 1341 and 1342 of the Italian Civil Code hereby declares to have read this private agreement and specifically approved the provisions set forth under the following articles: Article 1 Subject of the agreement and limits of authority / Article 8 Payment / Article 11 Duration of the agreement and right of withdrawal /Article 12 Disputes Olbia, MERIDIANA S.p.A.

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