CONDITIONS OF MEMBERSHIP TO THE “ CORPORATE FARES” PROGRAM (TCF) – Date 01-01-2020

1. APPLICATION OF THESE TERMS AND CONDITIONS

THI FACTORY, a public limited liability company organized under the laws of Belgium, having its registered office at 4 Place Marcel Broodthaers, 1060 , Belgium, registered with the Belgian Banque-Carrefour des Entreprises in the Register of Legal Entities in Brussels under the VAT number BE 0541.696.005, manages a program for companies titled “THALYS CORPORATE FARES” or “TCF”.

THI FACTORY offers Thalys Corporate Fares ("TCF" or "Corpo Fares") to companies, which entitles them to an immediate reduction when purchasing Thalys tickets from approved agencies (to be distinguished from right to transportation). The TCF program consists of two (2) non- combinable levels of offers, eligibility for which, for each level, depends on the total purchases of TCF tickets planned by each company in the course of one year. Level 2 applies to companies planning to purchase a total annual amount between €10,000 and €74,999.99 at the TCF tariff and level 3 applies to companies planning to purchase a total annual amount of at least €75,000 at the TCF tariff.

These general conditions (hereafter referred to as “General Conditions”) apply to any request for membership to Level 2 of the TCF program (hereafter referred to as the “Program”). Any company requesting membership to the Program is presumed to have read and unreservedly accepted the General Conditions upon submission of its membership request. Membership to Level 3 is subject to the signature of a specific agreement, which is separate to these General Terms and Conditions.

2. OBJECT OF THE PROGRAM

The object of the Program is to grant the Member Company (as defined below) the right to an immediate reduction when purchasing Corpo Fares Tickets in accordance with the terms and conditions in Article 8, as well as the right to benefit from other advantages, as described in Article 9 below.

3. DEFINITIONS

Thalys: refers to the high-speed railway transportation service of passengers in Belgium, , and the , and to the various brand names and signs distinctive associated with this service.

THIF: refers to THI FACTORY as defined under Article 1 above. THIF, based on a railway undertaking license, a safety certificate and various partnerships, operates and distributes, directly or indirectly, international and national high-speed transportation services of passengers in Belgium, France, Germany and the Netherlands as well as ancillary, complementary or additional services.

Member Company: refers to the company which accepts these General Conditions and which THIF confirms as a member of the Program in accordance with these provisions.

Corpo Fares Ticket: refers to the Thalys ticket purchased by the Member Company as part of the Level 2 of TCF Program.

Booking Code or FCE Code: refers to the numbers attributed by the THIF to the Member Company to purchase its Corpo Fares Tickets and to monitor such purchases. These numbers are non-transferable and cannot be used by persons not employed by the Member Company. The FCE Code allows purchases to be made on the SNCF network while the Booking Code can be used for the other networks. If the Member Company already has a FCE code provided by SNCF,

1 THI Factory N.V./S.A. - 4, Place Marcel Broodthaers - 1060 Brussels Tel: 0032 2 548 06 00 - E-mail: [email protected] VAT BE 0541.696.005 the Member Company undertakes to provide it to THIF. The purchase of TCF tickets is not possible via DB. The Member Company is invited to contact other distributors.

Purchases: refer to purchases of Corpo Fares Tickets issued to the Member Company by approved points of sale, registered using the FCE Code(s) and/or the Booking Code(s), in accordance with the procedure in Article 7. Purchases are understood to be net, i.e. minus any reductions granted pursuant to these General Terms and Conditions and taking into account any changes or cancellations. Ticketless: refers to the service enabling the passenger to travel on Thalys without a physical ticket. Also known as “virtual ticket”, Ticketless replaces the traditional paper ticket. The underlying transport contract only exists in electronic form and information about the journey (passenger name, date and time of the journey, departure and arrival stations, comfort class etc.) are recorded in an electronic format that can be consulted in various ways. Ticketless is available for all Thalys Corpo Fares fares apart from the All Belgian Stations. ABS or All Belgian Stations: refers to the option of a different fare to extend your Thalys journey with a connection to another line within Belgium or, vice versa, to reach your Thalys station from any Belgian station. The ABS fare allows you to travel to and/or from any Belgian station from the day before your Thalys journey until the day after the date of travel. As from November 30th, 2019, this option will no longer be part of the TCF offer. Comfort 1 and Comfort 2: refers to the booking classes. Standard refers to the fare available in Comfort 2 on all Thalys trains, subject to the number of seats allocated to that fare. Comfort refers to the fare available in Comfort 1 on all Thalys trains subject to the number of seats allocated to that fare. Premium refers to the fare available in Comfort 1 on all Thalys trains, subject to the number of seats allocated to that fare.

4. PROCEDURE FOR ADMISSION TO THE PROGRAM

The Program is available to any company that is willing to purchase Corpo Fares Tickets through the channels approved by THIF as set forth under Article 7 hereinafter.

To request membership of the Program, a company must, via a duly nominated representative, complete and submit the membership request form attached where all fields are mandatory.

Upon receipt of the membership request form, THIF may contact the candidate company and request further information in order to determine the Booking and/or FCE Codes to be attributed and any other information that is required for the purposes of the Program.

Within a period of thirty (30) working days from the date of receipt of the membership request form, THIF will confirm to the candidate company its registration as a member of the Program and will inform the company of its Booking or FCE Codes.

5. DURATION OF THE MEMBERSHIP PROGRAM

Registration to the Program takes effect as of the first day of the month following the notification of the candidate company’s registration as a member of the Program as described in Article 4 above. As of that date the candidate company officially becomes the Member Company and benefits from the conditions and advantages of the Program for a duration of twelve (12) months.

At the end of the aforementioned period, provided that the Member Company purchased at least for € 10.000 at Corpo Fares during such period, it may ask THIF to renew its membership to the Program for a further twelve (12) months. That request must be sent by email to the address stated in Article 6.1 below within a maximum of thirty (30) days before the end of the aforementioned period.

2 THI Factory N.V./S.A. - 4, Place Marcel Broodthaers - 1060 Brussels Tel: 0032 2 548 06 00 - E-mail: [email protected] VAT BE 0541.696.005

6. TERMINATION, EXCLUSION AND MODIFICATION OF THE MEMBERSHIP PROGRAM

6.1. The Member Company can terminate its participation in the Program at any time. In this case, it must notify the THIF of its decision via registered letter with recorded delivery or via email to the address [email protected]. Membership is considered terminated on the first day of the month following receipt of said registered letter or email by THIF.

6.2. THIF reserves the right to exclude with immediate effect any Member Company (or, as the case may be, any candidate company), within its legal right, which fails to comply with any of the provision set forth in these General Conditions or which makes abusive or fraudulent use of the Program, via registered letter with recorded delivery or email to the address indicated on the Member Company’s (or, as the case may be, the candidate company’s) membership request form, without prejudice to any damages to which THIF may be entitled.

Without prejudice to the previous, THIF may also exclude from the Program with immediate effect, within its legal right, any Member Company (or, as the case may be, any candidate company) which is in a state of insolvency, is unable to meet its liabilities, is declared to be in administration or to be in court-supervised liquidation or bankruptcy, is subject to early dissolution or which terminates its operations in any other way, via registered letter with recorded delivery or email to the address indicated on the Member Company’s (or, as the case may be, the candidate company’s) membership request form.

Finally, THIF may terminate or modify the Program at any time by issuing a written notice sent by mail or by email addressed to the Member Company (or, as the case may be, the candidate company) no less than two (2) months before the end or modification of the Program.

6.3. Termination of the membership to the Program, exclusion from the Program and the end of the Program for any reason will lead to the immediate withdrawal of all advantages and privileges linked to the status of Member Company.

Termination of membership to the Program, exclusion from the Program and the end of the Program for any reason will not give rise to any compensation or damages owed by THIF to the Member Company or to any other company.

7. ORDERING CORPO FARES TICKETS

Ordering Corpo Fares tickets can only be done through the channels approved by THIF.

The following qualify as channels approved by THIF in the sense of this Article: - Points of sales approved by THIF; and - Company portals or corporate sites used by THIF distributors: o SNCB : site Corporate Online Booking; o SNCF: Portail Entreprise; o NS : Rail Corporate.

Any order of Corpo Fares Tickets by the Member Company is subject to entry of the Booking and/or FCE Codes allocated under Article 4 above.

8. CHARACTERISTICS OF THE RIGHT TO REDUCTION AND PROCEDURES FOR USE

For the duration of the membership set forth in Article 5, the Program grants the Member Company the right to an immediate reduction, the rate and terms of which are determined according to the total anticipated purchases of Corpo Fares Tickets in the name of and on behalf of the Member Company during the contractual year defined in Article 5.

TCF Level 2: Any Member Company which can reasonably demonstrate that it anticipates, during the contractual year defined in Article 5, Purchases of Corpo Fares Tickets of a total amount between €10,000.00 and €74,999.99, may receive an immediate reduction of (i) ten (10)% on the purchase of Corpo Fares Tickets at the reference price of Premium tickets (Comfort 1), (ii) eight (8)% on the purchase of Corpo Fares Tickets at the reference price of Comfort tickets (Comfort 1) and (iii) five (5)% on the purchase of Corpo Fares Tickets at the reference price of exchangeable Standard tickets (Comfort 2), for a maximum of three routes chosen during the registration process 3 THI Factory N.V./S.A. - 4, Place Marcel Broodthaers - 1060 Brussels Tel: 0032 2 548 06 00 - E-mail: [email protected] VAT BE 0541.696.005

(subject to Thalys retaining connections to those destinations), in both directions. That reduction will not apply to other routes or other tariffs.

At each anniversary date of the Member Company’s membership to the Program, subject to it renewing its membership to the Program as stipulated in Article 5, the TCF level from which it may benefit may change according to its anticipated Purchases for the following year. If the Member Company can reasonably demonstrate that it anticipates annual Purchases of at least €75,000.00, it will be eligible for TCF Level 3, allowing it to benefit from specific tailored reductions, after the signature of a specific Thalys agreement (which is separate to these General Terms and Conditions).

The two (2) levels of reduction mentioned above may not, under any circumstances, be combined.

Corpo Fares Tickets will be issued individually for employees of the Member Company travelling for professional reasons for the Member Company and can only be used by the persons to whom they are issued. The Member Company shall select and communicate to THIF three of the routes (TCF Level 2) set out below:

ROUTES OD (ORIGIN – DESTINATION) – Brussels Paris – Paris – Liège FRANCE – BELGIUM Roissy CDG – Brussels Roissy CDG – Antwerp Marne-la-Vallée – Brussels Marne-la-Vallée – Antwerp Paris – Paris – Paris – Schiphol Roissy CDG – Rotterdam FRANCE – NETHERLANDS Roissy CDG – Schiphol Roissy CDG – Amsterdam Marne-la-Vallée – Rotterdam Marne-la-Vallée – Schiphol Marne-la-Vallée - Amsterdam Paris – Aix-la-Chapelle Paris – Paris – PARIS –GERMANY Paris – Paris – Düsseldorf Paris – Paris – Düsseldorf Airport Brussels – Rotterdam Brussels – Amsterdam Brussels – Schiphol BELGIUM – NETHERLANDS Antwerp – Rotterdam Antwerp – Amsterdam Antwerp – Schiphol Brussels - Aix-la-Chapelle Brussels – Cologne Brussels – Dortmund BELGIUM – GERMANY Brussels – Duisbourg Brussels – Düsseldorf Brussels – Düsseldorf Airport Brussels – Essen

4 THI Factory N.V./S.A. - 4, Place Marcel Broodthaers - 1060 Brussels Tel: 0032 2 548 06 00 - E-mail: [email protected] VAT BE 0541.696.005

Liège - Aix-la-Chapelle Liège - Cologne Liège – Dortmund Liège – Duisbourg Liège – Düsseldorf Liège - Düsseldorf Airport Liège – Essen

For each of the selected routes the Member Company shall specify the OD for which it intends to make purchases (as applicable).

The conditions for exchange or refund of Corpo Fares Tickets are as follows:

- Full refund before departure and up to twenty-four (24) hours after departure; - Unlimited exchange before the Thalys departure; - Exchangeable up to 1 hour after departure at the departure station.

The Corpo Fares tariff cannot be used by the Member Company for the reservation of groups of passengers of more than nine (9) persons on the same Thalys train on the same day. The Member Company will be held solely responsible for the abusive use by employees of the right to reduction and other advantages involved in the membership of the Program.

9. OTHER ADVANTAGES OF THE PROGRAM

Persons travelling for professional reasons for the Member Company with a Corpo Fares may travel on any other Thalys train running on the same route in the same direction and on the same day as the ticket reservation, but without a guaranteed seat or meal service. Without prejudice to the flexibility of access described above, to be guaranteed a seat and meal service in Comfort 1 in the event of any change, the passenger is advised to formally exchange the Corpo Fares Ticket. This can be done at the following points of sale: ▪ In the travel agency which issued the ticket originally ▪ At ticket counters in French, Belgian and Dutch Thalys stations ▪ By calling the Exchange service: i. In France: Thalys Contact Center at +33 1 83 75 49 69 (local rate), 7 days a week, 7 am to 10 pm. If you are a Thalys TheCard member: Contact Center Thalys TheCard at +33 8 92 23 50 50 (€0.30/min.), 7 days a week, 7 am to 10 pm. ii. In Belgium: Contact Center Thalys at +32 2 808 19 17 (local rate), 7 days a week, 7 a.m. to 10 p.m.. If you are a Thalys TheCard member: Contact Center Thalys TheCard +32 70 35 50 50 (max. € 0.30/min), 7 days a week, 7 a.m. to 10 p.m.. iii. In Germany: +49 6 21 37 90 91 44 (local rate), 7/7, from 7 am to 10 pm. No document fees! iv. In the Netherlands: NS International Service Center in The Netherlands at +31 30 23 000 23 (local rate). Open 24 hours a day, 7 days a week. No document fees!

The telephone salesperson will inform the passenger by telephone of the new train, carriage and seat numbers to be noted on the ticket. The access code will also be given which should be provided to the “Train Manager”.

10. LIABILITY

10.1 LIABILITY OF THE MEMBER COMPANY

The Member Company acts as a guarantor to THIF with regard to the commitments and obligations set forth in the General Conditions for its employees who must be duly instructed in this respect. The Member Company will be held solely responsible for the abusive use by employees of the right to reduction and other advantages involved in the membership of the Program, and of all of the obligations set forth in the General Conditions. Notwithstanding any clause to the contrary and without prejudice to all other rights contained within the General Conditions or applicable law, THIF reserves the right to pursue compensation for any 5 THI Factory N.V./S.A. - 4, Place Marcel Broodthaers - 1060 Brussels Tel: 0032 2 548 06 00 - E-mail: [email protected] VAT BE 0541.696.005 damages incurred following an abuse or negligence committed by the Member Company or its employees with regard to any of the provisions in the General Conditions.

10.2 Liability of THIF

The Member Company acknowledges and expressly accepts that the exclusive object of the Program is to provide the Member Company with a right to a reduction on the price of Thalys Premium and Comfort tickets in (Comfort 1) and Standard (in Comfort 2), for the duration of the membership to the Program and in accordance with its conditions.

THIF expressly excludes any liability for the services provided to the Member Company or its employees by third-party companies (such as car-hire companies, taxi companies, rail companies, etc.) which are not specifically subject to the Program.

The Member Company expressly accepts that the advantages described in these General Conditions may be modified, or withdrawn, by THIF at any time in the duration of the Program, without such modifications or withdrawals giving right to any compensation from THIF. Likewise, the Member Company will have no grounds for complaint in the event of the withdrawal of a Thalys connection to a destination. The Member Company acknowledges and accepts that the sale of Corpo Fares Tickets as part of this Contract shall be carried out and processed only by approved agencies (and therefore not by THIF) or a distributor’s secure portal.

11. TRANSFERABILITY OF RIGHTS AND OBLIGATIONS

The Member Company may not transfer the rights and obligations arising from its membership to the Program to third parties without prior written consent from THIF.

THIF may not transfer the rights and obligations arising from its membership to the Program of the Member Company to third parties without prior written consent from the Member Company, but may transfer and/or subcontract all or part of the rights and obligations arising from it to any company belonging to the Thalys group, defined as the group of legal entities established in order to organise, operate and distribute Thalys services/products, via a notice addressed to the Member Company.

12. EXTENSION OF PROGRAM BENEFITS

12.1. The Member Company may also claim advantages arising from its membership of the Program for its sites, subsidiaries and/or establishments over which the Member Company has powers of control, providing that THIF is given prior written notice and provided with a list of such sites, subsidiaries and/or establishments.

Powers of control in the sense of this Article 12.1 are considered to be present:

1. when it results from the ownership of the majority of voting rights attached to the shares or partner shares of the company in question;

2. when a partner has the right to nominate or withdraw the majority of administrators or directors;

3. when a partner has powers of control arising from the company’s article of association or from agreements made with it;

4. when, by virtue of agreements made with other partners of the company in question, a partner has the majority of voting rights attached to the shares or partner shares of the company; and/or

5. in the event of joint control.

12.2. The Member Company acts as a guarantor to THIF with regard to the commitments and obligations set forth in the General Conditions for its sites, subsidiaries and/or establishments and for their employees who must be duly instructed in this respect. The Member Company will remain solely 6 THI Factory N.V./S.A. - 4, Place Marcel Broodthaers - 1060 Brussels Tel: 0032 2 548 06 00 - E-mail: [email protected] VAT BE 0541.696.005 responsible to THIF for the compliance of its sites, subsidiaries and/or establishments and of their employees with the obligations set forth in the General Conditions. Notwithstanding any clause to the contrary and without prejudice to all other rights contained within the General Conditions or applicable law, THIF reserves the right to pursue compensation for any damages incurred following an abuse or negligence committed by a site, subsidiary or establishment or by their employees with regard to the provisions in the General Conditions. In all the situations where THIF is authorised to exclude the Member Company from the Program in accordance with the provisions of Article 6, it is authorised to do so fully or partially, including with regard to any of the individual sites, subsidiaries and/or establishments.

13. SUSTAINABLE DEVELOPMENT

THIF and the Member Company commit to respecting the Universal Declaration of Human Rights and the United Nations Convention on the Rights of the Child, as well as the conventions of the International Labour Organization to which their respective country is a signatory. In particular, this includes but is not limited to the prohibition of THIF and the Member Company to use clandestine, illegal or forced labour or child labour.

Furthermore, THIF and the Member Company commit to complying with the legislation which is respectively applicable to them in terms of environmental protection. In the event of a breach of any of these commitments by the Member Company, THIF may deem it appropriate to exclude it from the Program with the application of Article 6.2. above.

14. APPLICABLE LAW AND JURISDICTION

The Program and these General Conditions are governed by Belgian law. Any dispute regarding the conclusion, application or interpretation of the General Conditions will be within the exclusive jurisdiction of the courts of Brussels.

15. MISCELLANEOUS

In the event that personal data is processed under or in connection with these General Conditions, THIF and the Member Company undertake to fulfil their obligations under the European and local regulations on the protection of personal data, including but not limited to the Regulation (EU) 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation). Under no circumstances may a breach or delay in exercising a right or remedy set forth in the General Conditions or according to the applicable law be interpreted as a relinquishment of this right or remedy, nor may it give rise to such a relinquishment. Likewise, under no circumstances can the exercising of a right or remedy be interpreted as a relinquishment of another right or remedy (set forth in the General Conditions or according to the applicable law), nor may it give rise to such a relinquishment.

The nullity, illegality or inapplicability of any the stipulations of this contract declared by any court of a jurisdiction competent under the terms of the law in force does not convey the nullity, illegality or inapplicability of the other stipulations, which will keep all their effects. The Parties will endeavour to replace the null, illegal or inapplicable stipulation by a new clause which will be as close as possible to the intention stated in the original stipulation.

7 THI Factory N.V./S.A. - 4, Place Marcel Broodthaers - 1060 Brussels Tel: 0032 2 548 06 00 - E-mail: [email protected] VAT BE 0541.696.005