General Terms & Conditions

Last modified: November, 01, 2024

Mirai Limited with registration number C 100074 (hereinafter referred to as “Mirai Flights”), having its registered office at Avenue 77, Block E, Level 2, Commerce Street, Zone 3, Central Business District, Birkirkara, CBD 3010, Malta, charter@mirai.flights, WA +447723482438, agrees to act as an authorized agent on behalf of its customers (each hereinafter referred to as “Passenger”) to arrange air charter transportation services (“Flight Services”) and any other associated or ancillary services (“Other Services” and together with Flight Services, “Services”) and Sharing Flight Services (as defined below in Clause 1.7) in accordance with the following terms and conditions (“Charter Terms”). Mirai Flights and Passenger are sometimes referred to herein collectively as the “Parties” and each as the “Party”.

Please read this provision carefully as it affects the Parties’ legal rights.

1. Services and Sharing Flight Services.
   1. Passenger appoints and authorizes Mirai Flights to act as agent for Passenger solely to arrange and pay for 1) Services and 2) Sharing Flight Services. Passenger hereby designates, constitutes, and appoints Mirai Flights as its true and lawful attorney-in-fact for the purposes of entering into 1) charter contracts for performance of the Flight Services and/or any Other Services and 2) contracts for Sharing Flight Services as Passenger’s authorized agent.

      Passenger understands and agrees that Mirai Flights is an air charter broker and does not own or operate any aircraft. Mirai Flights may provide the Services and Sharing Flight Services under various databases, including Mirai Flights database.

   2. All Services and Sharing Flight Services are arranged on-demand according to the Passenger-directed itineraries and flight requirements. Services and Sharing Flight Services shall be provided by Mirai Flights Ltd together with aircraft operators/carriers holding an air operator certificate authorizing them to furnish air transportation services pursuant to applicable regulations which may be in effect from time to time (“Air Carrier(s)” on an aircraft under their operational control (the “Aircraft”).
   3. Air Carrier shall have exclusive direction, control and authority over initiating, conducting, or terminating flights (“Operational Control”). Air Carriers shall be solely responsible for ensuring the safety of a flight and providing the Services and Sharing Flight Services, including the engagement of flight crew and the operation of the Aircraft. Mirai Flights is not a registered aircraft operator or air carrier, and it does not provide air operator/carrier services. Mirai Flights offers the Services and Sharing Flight Services, but has no responsibility or liability for any Services and Sharing Flight Services provided by third parties. The Air Carrier performing the Services and Sharing Flight Services shall be subject to, inter alia, flight time and duty time restrictions, airport limitations that may preclude or limit operations to certain airports and other applicable regulations and requirements.
   4. The Passenger understands and agrees that the Air Carrier shall have absolute discretion in all matters, including, without limitation, the preparation of the Aircraft for the Services, Sharing Flight Services and the Services and Sharing Flight Services themselves, the load carried and its distribution, the decision as to whether or not the Services and Sharing Flight Services will be performed, what route will be flown, and all other matters relating to the operation of the Aircraft. The Passenger specifically agrees that the Air Carrier shall have final and complete authority to cancel any Services and Sharing Flight Services for any reason or condition that in its sole and absolute judgment could compromise the safety of any Services and may take any other action that, in its opinion, is necessitated by safety reasons. No such action of the Air Carrier shall create or support any claim for liability due to loss, injury, damage or delay by the Passenger.
   5. The Air Carrier shall have the right to refuse boarding to a Passenger and/or his/her Guests, (a) who appear to be intoxicated or under the influence of any illicit or controlled substance; (b) who refuse to be subject to any reasonable checks of his or her person and/or baggage by the Air Carrier, a security team contracted by Mirai Flights or its affiliates, or by government or airport authorities; (c) whose condition, including apparent illness or incapacity, in the sole judgment of the Air Carrier, could involve hazard or risk to them or others; (d) who exhibit violent, aggressive, or otherwise inappropriate behavior towards other passengers or flight crew; or (e) who fail to provide valid government- issued identification.

      Guest(s) for the purposes of the Charter Terms shall mean any person(s) except Passengers who are provided with the Flight Services pursuant to and as specified in the Booked Flight (defined below).

      All the circumstances specified in this paragraph 1.5., shall deem the Passenger’s and/or Guests’ to be no-show.

   6. The itinerary for Flight Services (the “Flight Itinerary”) provided by Mirai Flights in response to a request by a Passenger for Flight Services might be subject to the approval of the owner of the Aircraft (the “Aircraft Owner”). In such case, the Aircraft Owner must provide final approval for use of the Aircraft. In the event that the Aircraft Owner does not approve the Flight Itinerary, Mirai Flights will attempt either to adjust the terms of the Flight Services so that the Aircraft Owner approves the Flight Itinerary or to find a substitute aircraft (the “Substitute Aircraft”) for the Passenger. A surcharge may be applicable for the booking of a Substitute Aircraft in respect of the Flight Itinerary. Any such surcharge shall be subject to the Passenger’s prior approval. If a Substitute Aircraft is not located within 12 hours after a Flight Itinerary has been declined by the Aircraft Owner or if the Passenger does not approve of any applicable surcharge, both Parties will be released from their obligations under these Charter Terms, including specifically, any liability under Section 5 below.
   7. Sharing Flight Services. Mirai Flights shall arrange booking, sale of seats and air transportation on scheduled flights (the “Sharing Flight Services”) for the Passengers, and the Passengers shall undertake to pay for the Sharing Flight Services in accordance with Section 3.
      1. The minimum number of passengers for a scheduled flight performed under this paragraph 1.7. shall be 3 (Three). If less than three (3) seats are booked for the scheduled flight, Mirai Flights shall notify the Passenger at least 48 (Forty-eight) hours prior to the expected departure date and propose a new departure date. If the Passenger does not agree with the new departure date, Mirai Flights shall repay the funds, paid by the Passenger for the scheduled flight, in accordance with paragraph 3.1.5 or 3.1.8 (as applicable).
      2. Any scheduled flight for minors under the age of 12 but above the age of 2 (the “Children”) which are unaccompanied by an adult shall be subject to the prior approved by Mirai Flights in writing. The Passenger shall provide Mirai Flights with a relevant application for such unaccompanied Children at least 3 (three) business days prior to the departure of the scheduled flight, specifying the Children’s first names and surnames in the language used in their passports and their dates of birth.
      3. In the event of the Passenger’s non-compliance with the procedure set forth in paragraph 1.7.2, Mirai Flights shall be entitled not to allow the Children on the Aircraft and shall consider such non-compliance as the cancellation of the Booked Flight due to Passenger's no-show.
      4. The Passenger shall undertake to take a seat on the Aircraft according to the seat number in the boarding pass (according to the seating arrangement of the Passenger). In case of violation of this obligation by the Passenger, Mirai Flights shall be entitled to refuse transportation to the Passenger without reimbursing the Passenger for the cost paid for the Booked Flight. Furthermore, Mirai Flights shall be entitled to claim and the Passenger shall undertake to reimburse Mirai Flights for all and any direct expenses and losses incurred and proved by Mirai Flights resulting from or arising out of the Passenger’s violating the obligation specified in this paragraph 1.7.4.
      5. No later than 2 (Two) business days prior to the scheduled flight, the Passenger shall undertake to provide Mirai Flights with the Passenger list including:

         - departure and arrival dates;

         - for children under 2 (two) years of age – the exact dates of birth;

         - first names and surnames of passengers in the language used in their passport.

2. Booking Confirmation. Flight Costs. Sharing Flight Costs. Flight Expenses.
   1. By accepting these Charter Terms, the Passenger reserves the Flight Itinerary or a seat on a scheduled flight, which is displayed via the application on the Mirai Flights database, or through the Mirai Flights Ltd software, or the mirai.flights website, or on the invoice for the Flight Service (“Flight Invoice”) and/or for the Sharing Flight Service (“Sharing Flight Invoice”) and agrees to pay the full amount listed on the Flight Invoice (the “Flight Costs”) and/or Sharing Flight Invoice (the “Sharing Flight Costs”) and any additional Flight Expenses (defined below).

      Additional booking terms may be set forth on the Flight Invoice and/or Sharing Flight Invoice.

      Upon acceptance of the Charter Terms and payment of the Flight Invoice and/or Sharing Flight Invoice, the Flight Service listed on the Flight Invoice and/or Sharing Flight Service listed in the Sharing Flight Invoice shall be considered booked (“Booked Flight”) and any cancellation shall be subject to the cancellation policy set forth in Section 4 hereof.

      In the event of a conflict between the cancellation policy set forth on the Flight Invoice and/or Sharing Flight Invoice and the cancellation policy set forth in Section 4 hereof, the cancellation policy set forth on the Flight Invoice and/or Sharing Flight Invoice shall prevail.

   2. As used herein,
      1. “Flight Expenses” means, for the applicable Services and/or Sharing Flight Services (A) the cost of the Applicable Taxes, and (B) the Incidental Expenses;
      2. “Applicable Taxes” means any and all federal, state, and local taxes, charges, imposts, duties, excise taxes on passenger flights, and a domestic segment tax, fuel taxes, other taxes and fees, including user fees, relating to the Passenger’s use of the Aircraft in connection with the Services and/or Sharing Flight Services;
      3. “Incidental Expenses” include, to the extent not otherwise set forth in the Flight Invoice and/or Sharing Flight Invoice , the following costs incurred in connection with the provision of the Booked Flight:
         a) costs of requested catering in case it is not included in the Flight Invoice (inclusive of all fees for service, delivery and catering and any associated taxes),
         b) costs of repositioning in case it is not included in the Flight Invoice,
         c) cost of accommodating a request to use a Fixed Base Operator (FBO) other than the FBO selected by Mirai Flights which is agreed by Passenger and Mirai Flights; such cost cannot be less than €250,
         d) de-icing, ramp and hangar fees, international fees, additional landings,
         e) specially requested in-flight entertainment,
         f) telecommunications charges, including Wi-Fi,
         g) ground transportation,
         h) Third Party Service Charges,
         i) the cost (if any) of any baggage exceeding 25 kg and hand luggage exceeding 5 kg (if respective Air Carrier allows for additional baggage),
         j) the cost of any additional personnel required to fulfill a Booked Flight as either requested by Passenger or as necessary to satisfy any duty limitations impacting the Booked Flight, such costs to be provided at the daily rate for such personnel, and cost of additional flight time due to adverse weather conditions,
         k) any cancellation fees pursuant to Section 4. hereof,
         l) any applicable pet service animal cleaning fees and/or fees incurred due to excessive wear and tear of the Aircraft caused by Passenger and/or Guests,
         m) any other out of the ordinary charges incurred at the specific request of Passenger and/or Guests.

         With reference to this Section 2.2.3.(i), it is understood that the Flight Costs and Sharing Flight Costs include one piece of baggage not exceeding 25 kg and one piece of hand luggage no more than 5 kg. Should the Passenger require additional baggage, the Passenger shall provide Mirai Limited in advance, and by no later than 3 (Three) days prior to the departure date, with the dimensions of each baggage piece and all hand luggage so that Mirai can inform the Air Carrier of such additional baggage. The Passenger shall undertake to adhere to the Air Carrier’s requirements on the baggage compliance in size and quantity, with due regard to the design features of the Aircraft passenger cabin and the baggage compartment.

      4. “Third Party Service Charges” means any charges incurred, including without limitation the Mirai Flights concierge fee for services (i.e. water taxi, helicopter transport, travel concierge services, concierge services), provided in support of the Booked Flight according to Passenger’s request.
   3. The Flight Costs set forth in the Flight Invoice are based on the estimated number of Flight Service Hours (defined below) for the Booked Flight in connection with the Services. As such Flight Costs and any estimate of Flight Expenses provided by Mirai Flights at the time of booking may differ from the amount indicated on the Flight Invoice for such Booked Flight, the Passenger shall be responsible for all actual Flight Expenses incurred in connection with the provision of the Services.

      As used herein,

      (i)“Flight Service Hours” are determined based on the flight time (rounded up to the nearest one tenth of an hour) during which Passenger and/or Guests actually occupy the Aircraft, and shall be calculated from the point of the Aircraft’s take off to the point of its landing for each Flight Segment comprising a Flight Service, plus six minutes (one tenth of an hour) each of taxi time prior to each departure and after each landing in an occupied leg, and

      (ii) “Flight Segment” means any portion of a Flight Service measured from a point of the Aircraft’s take off to a point of its landing.

   4. In the event that the Passenger requests any significant changes (for example, flight time change, etc.) and the Air Carrier accommodates such requests, the Passenger agrees to pay on demand any additional costs associated with such changes.
   5. The Flight Costs in the Flight Invoice are based on fuel costs as of the booking date. Mirai Flights reserves the right to charge a fuel surcharge amount due to any increase(s) in cost of fuel between the booking confirmation and the departure date. The Passenger shall pay Mirai Flights on demand any such difference in the amount of the total increase in fuel cost for the applicable Flight Service.
   6. The Passenger agrees to indemnify and reimburse Mirai Flights for any and all Incidental Expenses, costs and expenses incurred as a result of damage and/or excess wear and tear to the Aircraft interior and/or exterior determined to be caused by Passenger and/or Guests. If Passenger incurs any Incidental Expenses and/or additional charges and/or such charges are reasonably attributed by Mirai Flights or Air Carrier personnel to Passenger and/or Guests, Passenger agrees to reimburse Mirai Flights in the manner provided in Section 3 “Payment Terms” hereof.
3. Payment Terms.
   1. Payments.
      1. By accepting these Charter Terms, Passenger unconditionally and irrevocably accepts the terms of the Agreement on the Storage of the Cardholder’s Credentials incorporated by reference in its entirety herein and authorizes Mirai Flights to place a hold on such Passenger‘s Credit/Debit Card (“Payment Card”) in the full amount of the Flight Invoice, and/or Sharing Flight Invoice, and any applicable Flight Expenses, or to deduct the full amount of the Flight invoice, and/or Sharing Flight Invoice, and any Flight Expenses from Passenger’s Account Balance.
         Payment
         secured by

         As used herein, "Account Balance" means the Passenger's personal or corporate account created and hosted internally by Mirai Flights used to pay for the Services and/or Sharing Flight Services and direct settlements with Passenger, topped up with a Payment Card or non-cash. All sums received from the Passenger shall be subsequently converted into Mirai Flights tokens at Mirai Flights’ internal exchange rate (1 euro=1 Mirai Flights token) before topping up on Passenger’s Account Balance.

         The Payment Card or Account Balance will be charged prior to the Booked Flight unless the Passenger submits the wire payment to Mirai Flights pursuant to paragraph 3.1.2 below.

         In the event that the Passenger’s payment method is declined for insufficient funds or otherwise, the Passenger shall provide an alternative payment method immediately.

         Any Flight Expenses not known at the time the Payment Card or Account Balance is charged, will be charged when such amount(s) is (are) known by Mirai Flights. If a Booked Flight is canceled and cancellation fees apply, Mirai Flights shall have the right to immediately charge the Payment Card or Account Balance in the amount of the applicable cancellation fees or withhold amount of cancellation fees from the wire payment. The Passenger represents to Mirai Flights that it/he/she has full authority to utilize the Payment Card to reserve the Booked Flight and pay for the Flight Costs and/or Sharing Flight Costs, any other applicable Flight Expenses and any applicable cancellation fees and shall indemnify Mirai Flights from any and all claims related to unauthorized use of the Payment Card for the Booked Flight by Passenger.

         1. In case of Account closure at the Passenger’s request or in case of forced closure of Account due to violation of any of the provisions of these Charter Terms, in order to return the Account Balance to the Passenger, Mirai Flights shall perform a mandatory identification of the Account holder and the origin of the funds deposited in the Account Balance. Identification on the Account closure shall be done with the help of Onfido's outsourced contractor.

            “Account” for the purposes of the Charter Terms shall mean a Mirai Flights Passenger's and/or user’s account created by Passenger/user by the Passenger’s/user’s registering according to paragraph 16.1 via entering a one-time verification code and creating a personal account on the Mirai Flights database (or through the Mirai Flights software, or mirai.flights website, or through an aviation specialist).

         2. Identity identification at Account closure is made on the basis of the following documents:
            • passport or ID-card of the Account holder;
            • documents confirming the origin of funds on the Account Balance;
            • statements on the account (bank account) confirming the payment of funds by Passenger to the Account Balance.
      2. Wire Payments. If the Passenger elects to wire the payment of the Flight Costs, and/or Sharing Flight Costs, and Flight Expenses for the Booked Flight, the corresponding funds should be received by Mirai Flights within three (3) days from the date the Booked Flight has been reserved but in any case prior to the Booked Flight’s departure. In the event that Mirai Flights has not received funds within three (3) days from the date of the Booked Flight reservation, the Passenger authorizes Mirai Flights to charge the full amount of the Flight Invoice and/or Sharing Flight Invoice and all applicable fees to the Passenger’s Payment Card, or to Account Balance, or pursuant to alternative payment arrangements, if the Payment Card or Account Balance is declined or Mirai Flights has otherwise agreed with the Passenger.
      3. The Passenger has the right to carry out transactions in a currency other than the currency of the Account Balance, in accordance with the procedure and pursuant to the terms and conditions set forth in the bank account agreement/credit agreement.
      4. Mirai Flights shall have no obligation to provide the Booked Flight without payment as provided in this Section 3.1.
      5. The Passenger shall be entitled to effect the operations provided for herein in cryptocurrency through the Crypto Processing payment system (Crypto Processing), with subsequent conversion to euros at the rate set by Crypto Processing at the time of payment, and the sum that has come out in euros shall be subsequently converted into Mirai tokens at Mirai's internal exchange rate (1 euro=1 Mirai token) and topped up on the Passenger’s Account Balance for further payments.

         The Passenger shall bear all costs for the payment of the commission for the specified transaction, as well as for the payment of all and any other service fees and charges arising from or in connection with the transaction.

         In the event of cancellation of the Booked Flight paid for using through the Crypto Processing, Mirai Fights shall refund the cost of the Flight Services, and/or Sharing Flight Services, and/or Other Services (if applicable), less the cancellation fee provided for in Section 4, to the Account Balance in Euros, to the Passenger. Mirai Flights shall process such refunds within 10 (Ten) working days.

      6. The refund shall be conditioned by the need for Passenger identification (if requested by Mirai Flights) and provision of the ultimate beneficiary’s passport. In the absence of cryptocurrency transactions through the Crypto Processing payment system (Crypto Processing), Mirai Flights shall process the refund within 10 (Ten) working days from the date of the Booked Flight departure.
      7. In the existence of any payment transactions made for Flight Services via credit card or bank payment via invoice, the refund to the Passenger in the event of the Booked Flight cancellation shall be performed, at Mirai Flights’ sole discretion, exclusively to the Account Balance in Euros and/or to the details of the bank account opened in Passenger’s name in EUR. Where the Passenger is a consumer domiciled in a European Union Member State, the refund in the event of the Booked Flight cancellation shall be performed using the same means of payment used to make the initial transaction unless otherwise prior agreed by Mirai Flights with the Passenger. The refund shall be conditioned by the need for Passenger identification (if requested by Mirai Flights) and provision of additional KYC (Know Your Customer) documents including without limitation:

         - ultimate beneficiary’s passport,

         -source of funds documented confirmation.

      8. In the existence of any payment transactions made for Sharing Flight Services via credit card or bank payment via invoice, the refund to the Passenger (including where the Passenger qualifies as a consumer domiciled in a European Union Member State) in the event of the cancellation of the Sharing Flight Services shall be performed exclusively to the Account Balance in Euros. The refund shall be conditioned by the need for Passenger identification (if requested by Mirai Flights) and provision of the ultimate beneficiary’s passport.
   2. Disputes.
      1. Passenger must notify Mirai Flights in writing of a disputed charge within 15 days after the date of any invoice, receipt, bill, or statement on which such charge(s) first appeared. Upon the expiry of the said 15 days period, the charges will be considered valid, final and undisputed. In the event that any sums due from the Passenger to Mirai Flights remain unpaid for more than 15 days after the date such sums should have been paid, any outstanding sums shall be subject to interest at the lesser of 1.5% per month or the maximum amount of interest established in the implementation of article 26C of the Commercial Code (Chapter 13 of the laws of Malta) with respect to interest in the case of late payment transactions between undertakings.. In the event that any form of payment provided by the Passenger to Mirai Flights has been rejected and Mirai Flights incurs any fees as a result of such rejection (e.g., insufficient funds), the Passenger shall be responsible to reimburse Mirai Flights promptly for all such fees incurred by Mirai Flights. The Passenger shall be liable for any and all fees, inclusive of reasonable attorneys’ fees, that Mirai Flights shall incur to collect any outstanding amounts due to Mirai Flights by the Passenger.
4. Cancellation Policy.
   1. This paragraph refers to the whole Aircraft Charter Cancellation Policy. For on-demand Flight Services for the whole capacity of the Aircraft (“Whole Aircraft Charter Flight”) operated by Air Carrier the following cancellation provisions shall apply (unless specified otherwise):
      1. 20% fee of the Flight Invoice amount is applied when cancellation occurs 15 and more days prior to scheduled departure time;
      2. 40% fee of the Flight Invoice amount is applied when cancellation occurs from 14 days to 7 days prior to scheduled departure time;
      3. 60% fee of the Flight Invoice amount is applied when cancellation occurs from 6 days to 72 hours prior to scheduled departure time;
      4. 80% fee of the Flight Invoice amount is applied when cancellation occurs from 72 hours to 24 hours prior to scheduled departure time;
      5. 100% fee of the Flight Invoice amount is applied when cancellation occurs less than 24 hours prior to scheduled departure time or due to no - show.
   2. For Sharing Flight Services, the following cancellation provisions shall apply (unless specified otherwise):
      1. 100% fee of the Sharing Flight Invoice amount is applied if cancellation occurs at any time or due to no–show, except in cases where the Passenger is refused departure by the aviation authorities or the Air Carrier prior to departure (including when certain documentation, including, without limitation: visas, electronic travel authorisations for UK travelers (UK ETA), permits for transportation of Children, permits for transportation of animals, medical certificates), are not issued by the aviation authorities for reasons beyond the Passenger’s control.
   3. Mirai Flights reserves the right to treat no-shows as last-minute cancellations, whereby the Passenger shall be charged the full cost of the Booked Flight as indicated in the Flight Invoice and/or in the Sharing Flight Invoice. For the purposes of Whole Aircraft Charter Flight, a ‘no-show’ occurs if the Passenger holding a valid government-issued identification 1) has not arrived to the Aircraft at least 10 minutes prior to boarding, or 2) has violated any provision of these Charter Terms resulted in denied boarding. Mirai Flights, at its sole discretion, may extend the no-show time for an on-demand Whole Aircraft Charter Flight in coordination with the Passenger, if operational restrictions allow.
   4. The Passenger agrees that the circumstances specified in paragraphs 1. 5, 1.7.3 hereof shall be considered as a cancellation of the Booked Flight due to Passenger's no-show, and the Passenger shall be charged the 100% fee of the Flight Invoice and/or of the Sharing Flight Invoice amount.
   5. The Passenger agrees that Mirai Flights shall have the right to deduct any cancellation fees in the cases provided for in this Section 4.
   6. In case Sharing Flight Services and/or Flight Services are cancelled by the Passenger, the refund of cost of Sharing Flight Services and/or Flight Services and Other Services applied deducted by cancellation fees as provided in this Section 4 will be made to the payment source used to pay for the Sharing Flight Services and/or Flight Services and Other Services (if applicable), except for payments in cryptocurrency, provided for in paragraph 3.1.5. hereof.

      Mirai Flights shall process the refund within 10 (Ten) working days from the date the Flight Services and/or Sharing Flight Services were registered for refund. Mirai Flights shall not be liable for the time taken to clear funds through banks. Depending on payment methods used by Passenger or a person who paid for the Flight Services and/or Sharing Flight Services, the period of banking transactions can be up to 30 working days.

5. Recovery Service.

   If the Booked Flight is cancelled, interrupted, or delayed for any reason other than Passenger delays, Mirai Flights will use commercially reasonable efforts to arrange an alternative service for the Passenger in a similar cabin class on any Aircraft (such service, herein referred to as “Recovery Service”) which may require the payment of additional fees which are subject to Passenger’s additional approval and payment. Payment for the Recovery Service shall be made pursuant to paragraph 3.1. hereof. In case Mirai Flights fails to provide any Recovery Service within 12 hours from the moment the Booked Flight has been cancelled, interrupted, or delayed for any reason specified in this Section 5, or if the Passenger does not approve any additional fees, both Parties shall be released from their obligations and liability under paragraphs 3.1.6, 3.1.7, 4.5 of these Charter Terms.

6. Force Majeure.

   Neither Mirai Flights nor the Air Carrier shall be liable for the delay or failure to provide the Aircraft or perform the Flight Services and/or Sharing Flight Services when such delay or failure is caused by Force Majeure. “Force Majeure” means an act of God, strike or lockout or other labor dispute, act of a public enemy, war (declared or undeclared), terrorism, blockade, revolution, civil commotion, fire, any weather- related event affecting safety of flight, flood, earthquake, explosion, governmental restraint, embargo, mechanicals, inability to obtain or delay in obtaining equipment, parts, or transport, inability to obtain or delay in obtaining governmental approvals, permits, licenses, or allocations, and any other cause outside of the complete control of Mirai Flights or the Air Carrier, as applicable, whether or not of the kind specifically listed above. In addition, the Passenger understands and agrees that when, in the sole discretion of an Air Carrier or the pilots of the Aircraft, safety may be compromised, any one of Mirai Flights, the Air Carrier or the Air Carrier crew may cancel the Flight Services and/or Sharing Flight Services, refuse to commence the Flight Services and/or Sharing Flight Services or take other necessary action which will not be considered a breach of its duties or obligations to the Passenger and will not make it being liable for any loss, injury, damage, or delay. Notwithstanding the above, in the event that a Whole Aircraft Charter Flight is cancelled and/or Sharing Flight Services are not performed as a result of the events outlined above, Mirai Flights will provide Recovery Service options in the manner outlined in Section 5 above. In case Recovery Service options are not applicable or the Passenger does not agree with the provided options as it mentioned in Section 5 hereof, Mirai Flights shall be entitled, at its own discretion, not to refund Passenger the amounts paid.

7. Transportation of Pets and Service Animals.
   1. Transporting pets should be agreed with the Air Carrier. To get the Air Carrier’s approval for transporting pets, the Passenger shall inform Mirai Limited in advance, no later than 3 (three) days prior to the departure date, of the following information: type, breed, weight of a pet to allow Mirai to coordinate with the transportation of pets with the Air Carrier. In case of a pet transportation (if respective Air Carrier accepts such pets on board), the Passenger shall undertake to provide Mirai Limited with all the documents necessary for their transportation including, without limitation: a pet’s veterinary passport, certificates of vaccinations, other required documents.
   2. In case of agreement with the Air Carrier for the transportation of pets in the Aircraft cabin, the Passenger shall provide: a closed cage (container) which can be safely placed, with the bottom covered with absorbent material; the total weight of the pet with the cage should not exceed 8 kg. During the entire flight the pet must be caged.
   3. Passengers on Whole Aircraft Charter Flights and on a scheduled flights (if respective Air Carrier accepts such pets on board) shall be solely responsible for the care, custody and control of any pet accompanying a Passenger on any Flight Service, shall adhere to the Air Carrier Pet Regulations provided by Mirai Flights prior to the Flight Service and/or Sharing Flight Services commencement, and any instructions provided by the Air Carrier crew regarding such care, custody and control of such pet and shall be responsible for any and all damages, injuries or loss caused by such pet during any such Flight Services and/or Sharing Flight Services that are performed.
   4. Cleaning Fees. Mirai Flights reserves the right to charge, and Passenger shall undertake to pay, cleaning fees for transportation of service animals if such fees are imposed on Mirai Flights by the Air Carrier.
8. Insurance.

   Mirai Flights does not own or operate any Aircraft on which the Flight Services and/or Sharing Flight Services are performed and does not carry any aviation insurance. Passenger understands and agrees that it is the sole responsibility of the Air Carrier to maintain aviation liability insurance coverage.

9. Limitation of Liability.

   The following limitations of liability shall apply:

   1. The Passenger understands and agrees that Mirai Flights is not liable for any injury, damage, loss, expense, special or consequential damages, or any other irregularity caused 1) by the defect of any Aircraft or conveyance, or the negligence of any Air Carrier or other company or person engaged, providing or carrying out the arrangements for Passenger’s Services and/or Sharing Flight Services or 2) by accident, delay, flight schedule, change, cancellation, sickness, weather, strikes, war, quarantine or any similar cause. In any case, Mirai Flights’ liability to the Passenger shall be limited to the amount paid by the Passenger to Mirai Flights for the Booked Flight.
   2. Passenger agrees to accept the proceeds of the insurance maintained by the Air Carrier as their sole recourse against the Air Carrier for any loss or damage (including, without limitation, injury, death or property damage) to any Passenger; provided however, that the foregoing limitation shall not apply in the event of the Air Carrier’s proven gross negligence or willful misconduct.
   3. In all cases and under all circumstances, neither the Air Carrier nor Mirai Flights shall in any event be liable to the Passenger for any indirect, special, incidental, consequential, exemplary or punitive damages of any kind or nature including, without limitation, loss of profits, data, use, value, revenue, business opportunities, loss of reputation, personal injury or property damage and the like, under any circumstances or for any reason, including, without limitation, any delay or failure to furnish any aircraft caused or occasioned by the performance or non- performance of any obligations of the Air Carrier (regardless of the form of action, whether based in contract or tort or any other legal or equitable theory), even if any such party knew or should have known of the possibilities of such damages.
   4. Mirai Flights shall not be liable for any damages, liability or losses arising out of: (i) Passenger’s use of or reliance on the Services and/or Sharing Flight Services or Passenger’s inability to access or use the Services and/or Sharing Flight Services; or (ii) any transaction or relationship between Passenger and any third-party provider, even if the Passenger has been advised of the possibility of such damages. Services and/or Sharing Flight Services may be used by the Passеnger to request and schedule goods or logistics services with third party providers, but the Passenger agrees that Mirai Flights has no responsibility or liability to the Passenger related to any goods or logistics services provided to the Passenger by third party providers other than as expressly set forth in these Charter Terms.
   5. The limitations and disclaimers in this Section 9 do not purpose to limit any liability or alter any rights of Passenger, as a consumer, that cannot be excluded under applicable law.
10. Indemnity.

    The Passenger agrees to indemnify and hold Mirai Flights and its affiliates and their officers, directors, managers, employees, and agents (“Indemnified Party”), harmless from and against any and all claims, loss, damage, demands, losses, liabilities, injury or expense (including attorneys’ fees), that the Indemnified Party incurs arising out of or in connection with Passenger’s gross negligence, willful misconduct, violation of the rights of any third party (including other passengers) or third party goods or services providers provided, however, that the Passenger shall not be liable for the indemnification of any losses, costs, damages, injuries, or expenses arising out of the Indemnified Party’s gross negligence, willful misconduct, or breach of these Charter Terms.

11. Identification and Documentation.

    The Passenger and/or Guests must comply with any requirements (e.g. immigration, customs, agriculture, etc.) at each destination. The Passenger and/or Guests must be in possession of a valid passport plus, where necessary, a visa. Mirai Flights takes absolutely no responsibility in case of non- compliance with any customs requirements by a Passenger and/or Guests. In case of any surcharges, fees, fines or similar due to a non-compliance, the Passenger will be billed for such costs. Mirai Flights takes absolutely no responsibility with regard to visa requirements of the Passenger and/or Guests. In case of any levy due to the lack of required entry documents of the Passenger and/or Guests or cargo, the Passenger will be billed for such costs.

12. Governing Law.
    1. These Charter Terms shall be construed under and be governed in all respects by the laws of Malta without reference to its principles and rules of conflict of laws.
    2. Any disputes arising between the Parties out of or in connection herewith or the interpretation, breach or enforcement thereof shall be exclusively submitted to the courts in Malta.
    3. The above shall not affect the Passenger’s mandatory rights under the laws of the country in which the passenger resides if the Passenger qualifies as a consumer (meaning a natural person who is acting for the purposes which are outside his trade, business or professional activity) domiciled in a European Union Member State. Furthermore, where the Passenger qualifies as a consumer domiciled in a European Union Member State, that Customer may make use of the Online Dispute Resolution Portal under http://ec.europa.eu/consumers/odr/ that is provided by the European Commission.
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14. Privacy of Passenger Data.

    Mirai Flights collects and utilizes information specific to the Passenger and/or Guests (“Passenger Information”) according to the Privacy Policy that is incorporated in full by this reference. Mirai Flights may use Passenger Information to check the credit of Passenger in connection with its invoice collection efforts or to check the credit of Passenger and perform criminal and other background searches of the Passenger and/or Guests in connection with evaluating whether to accept the Passenger’s business.

15. Passenger Representations and Warranties.
    1. The Passenger, which for purposes of this Section includes individual or entity with its employees, agents, affiliates, and Guests (together, for the purposes of this Section, “Passenger”) hereby represents, warrants and agrees (without prejudice to all other Mirai Flights' rights hereunder and the law) that:
       (i) The Passenger is not a sanctioned entity or individual, designated party, or otherwise the subject or target of any economic, export, or trade sanction law, or regulation or travel ban, or is or could be designated as a terrorist, a foreign terrorist organization, an organization that assists or provides support to a foreign terrorist organization, a proliferator of weapons of mass destruction, a narcotics trafficker, or any other similar designation that would prohibit Mirai Flights or the Air Carrier from transacting with the Passenger under applicable law;
       (ii) The Passenger will promptly notify Mirai Flights in writing should it know, or have reason to know, of any change or potential change in status under this Section;
       (iii) The Passenger shall honor all applicable laws;
       (iv) Funds paid to Mirai Flights by Passenger are not derived from illegal acts;
       (v) Mirai Flights may be required by law to block, freeze, and/or remit funds, which it will do without liability to the Passenger;
       (vi) The Passenger will promptly provide to Mirai Flights accurate information and documentation reasonably requested to assess compliance with this Section, and authorizes Mirai Flights to perform screening and/or background checks.
16. Electronic Signature.
    1. At the moment of Passenger’s registration by entering a one-time verification code and creating an Account in the Mirai Flights database, or through the Mirai Flights software, or mirai.flights website, or through an aviation specialist, the Passenger unconditionally and irrevocably accepts and agrees to these electronic Charter Terms.
    2. The Passenger agrees that registration by entering a one-time verification code and creating an Account pursuant to this Section 16 shall be the legal equivalent of its/his/her manual signature and that it/he/she will be legally bound by these Charter Terms. The Passenger explicitly acknowledges and agrees to pay Mirai Flights in full for any invoiced amounts upon providing its/his/her manual signature as stipulated in this Section 16. By making the payments pursuant to paragraphs 3.1.1, 3.1.2. hereof, the Passenger unconditionally and irrevocably accepts and agrees with the Flight Costs and Flight Invoice, and/or Sharing Flight Costs and Sharing Flight Invoice, and any applicable Flight Expenses.
17. The Charter Terms duration, its alteration and termination procedure.
    1. The Passenger shall accept the Charter Terms by performing the actions specified in Section 16 hereof. The date of performing such actions by the Passenger shall be deemed the effective date of the Charter Terms (the «Effective Date»). The Charter Terms shall commence from the Effective Date and shall be valid for an indefinite period.
    2. Mirai Flights shall be entitled to make changes to these Charter Terms at any time. Changes to the Charter Terms shall be made by making changes to the existing version of the Charter Terms or restating the Charter Terms, and shall become mandatory for Mirai Flights and the Passenger (and shall thereby come into force) from the date of placing the restated Charter Terms or changes to the Charter Terms by Mirai Flights in the Mirai Flights mobile application or in the Mirai Flights Ltd software, or posting on the website mirai.flights. Changes shall only take effect with the Passenger’s consent. If Passenger does not accept the changes, it/he/she shall be entitled to terminate the Charter Terms as set forth below, however that shall not release the Passenger from fulfilling its/his/her obligations that have arisen before termination hereof; in such case Passenger shall undertake to сease using the Services.
    3. If the Passenger has not terminated the Charter Terms (has not notified on termination pursuant to paragraph 17.5 hereof), it is acknowledged that the Passenger has read, understood and agrees to comply with the restated Charter Terms or changes to it and unconditionally accepts the restated Charter Terms or changes to it from the date of coming such restated Charter Terms or changes into force pursuant to paragraph 17.2. hereof. Regularly through its/his/her own effort, the Passenger shall monitor the Mirai Flights mobile application or website mirai.flights for changes to the Charter Terms. The Passenger shall fully bear risks of non- compliance with this requirement.
    4. Each of the Parties shall be entitled to terminate the Charter Terms by notifying the other Party no later than seven calendar days prior to the expected date of such termination. At the same time, each of the Parties shall undertake to complete all its obligations, which have arisen within the validity period hereof, no later than the date of termination of the Charter Terms.
    5. The Passenger shall terminate the Charter Terms within the period provided for herein by notifying Mirai Flights through the Mirai Flights mobile application or website mirai.flights.
    6. Mirai Flights shall be entitled to unilateral termination of the Charter Terms in case of violation by the Passenger of any of its/his/her obligations, statements and guarantees provided for by the Charter Terms.
    7. In terms of the Parties' unfulfilled obligations, the Charter Terms shall continue to apply until the complete fulfillment of such obligations by the Parties.