I. GENERAL TERMS AND CONDITIONS

1. The vehicle meets all the technical conditions of use, being in good operational condition and not carrying failures or faults. The Renter hereby states that he/she received the documents needed to use the vehicle: vehicle s registration certificate, RCA insurance policy, copy of the rent-a-car agreement, copy of the delivery-receipt protocol.

2. The minimum period of rent, that it is collected from the customer, is 48 hours.

3. The Renter is bound to pay a rent for the car made available by the owner, rent which is equivalent in LEI, for the BNR + 2% from rental agreement value.

4. When the car is picked-up, the customer must submit a credit card for rent or Deposit payment. The absence of the credit card could lead to the impossibility of delivering the car to the customer. It is mandatory that both the payments, the rent payment and the Deposit payment, are performed with the credit card. Only Master cards and Visa cards are accepted. Outside the amounts that the Renter pays to the Lessor as rent, the Renter is bound to establish a good use deposit for the contractual period, that the amount will be returned to the Renter, if no failure or damages suffered by the rented car,at droop-off time.

The Renter also agrees that the Lessor collects the Deposit partially or tottaly in case the Renter breaches any or all clauses mentioned in chapter X , from the present rental agreement,

V. RENTING LOCATION AND CAR USE

1) The Renter is bound to use the car made available by the owner exclusively for the purpose of passenger transportation, any other use to the contrary drawing the Renter s fault for the potential damages or injuries occurred.

2) The Lessor, for the contractual period keeps the full ownership on the rented vehicle that makes the scope of this rent-a-car framework agreement.

3) The Renter, for the entire contractual implementation period, is not entitled to ask for refunding the amount of the potential improvements or repairs conducted for its own initiative and that were authorized by the Lessor and shall not be able to sell, sublease or make available the supplied vehicle but in the terms and conditions herein.

4) The car could only be used outside Romanian borders with the express and written consent of the Lessor that hereby reserves the right to change the rent s amount, depending on the destination, on the mileage to be run, the Renter being forbidden to take routes located in the Ukraine and/or Moldavian Republic territory, but on its own liability.

5) Any document needed to drive the vehicle is handed over to the Renter before the rent-a-car period start-up, at the car s delivery, and must be returned with the car or, otherwise, the Renter is bound to pay penalties amounting at EUR 200.

VI. CAR DELIVERY

1. When taking over the car the customer must submit a valid identification document and a valid driving license. Any customer that will sign the car delivery-receipt protocol must hold a driving license valid in the Romanian territory, due to it shall also be considered the main driver recorded in the agreement.

2. Outside the main driver not more than 2 additional drivers are allowed. Any driver must cumulatively fulfill the following requirements: minimum age: 21 years old and minimum experience of 1 year.

VII. RESERVATIONS, RESERVATION AND PAYMENT MEANS

1. The reservations shall be sent by the customers to office@rentacar-topcars.ro // paylessromania@gmail.com or could be placed directly by filling-in the on-line form. The reservations could be paid up online or by card or when the car is picked-up. Should the number of days in which the Renter uses the car is smaller than the no. of days initially paid up, PLEASE RENT A CAR // PROSPERO RENT AUTO does not have any obligation to return to the customer the rate balance.

2. In case of reservations paid before picking-up the car, these could be cancelled free of charge 48 hours before the car is to be picked-up. For timeframes smaller than 48 hours or for the customer s failure to show-up to pick-up the car the daily rent-a-car rate amount shall apply.

4. Should the renting period be shorter than the initially paid up period, the rate balance shall not be refunded. In case the renting period is longer than the initially paid up period, the additional number of days shall be invoiced for the pricelist rate. Days not used are not refoundable for pre-paid bookings because the rate meant is lower then the one for reservations paid locally.

VIII. RIGHTS AND OBLIGATIONS OF THE PARTIES:

1. The Lessor has the following rights and obligations:

a) To make available to the Renter for transportation, for the entire contractual period, the specified car that meets the standard requirements for domestic and international transportation;

b) To deliver to the Renter the car with full fuel tank;

c) To conclude RCA car insurance for the entire contractual period.

d) To replace within the shortest time possible the seriously damaged car, where the car is not damaged for the user’s fault, and if the car is located within a radius of not more than 300 km from the renting location and only if the Lessor has available an additional car, with the following specifications: where the class of the damaged car is higher than the class of the car offered for replacement, the rent’s amount shall not change; if the class of the damaged car is lower than the class of the car offered for replacement, the Renter is bound to pay the rate balance.

e) The Lessor is liable to deliver a car registered according to the legal norms in force, clean and in good operation condition, to grant phone and road support to the Renter, independent of the issues, even if it does it against charge;

f). The Lessor must appropriately fill-in the delivery papers with the identification details of the documents submitted by the customer.

g) The Lessor shall not be responsible for the goods and items forgotten inside the car by the Lessor.

h). The Lessor shall not be responsible for any damage caused to any property or to any other individual inside the car, in the renting period.

i). The Lessor does not assure the Road Assistance outside of Romanian borders thereafter it is not included nor in the rates or in the Cross Border fee.

2. The Renter has the following rights and obligations:

a) To pay for the car rent amount, and, in case of extension of the framework agreement’s duration, with the Lessor’s consent, to pay for the rate balance when the car is returned;

b) The Renter (Customer) hereby commits to appropriately use the car, with the due diligence, to observe any technical regulation and norm relevant for its use; for any failure occurred, the Renter must immediately notify the Lessor, via telephone or via e-mail, and must let the latter decide whether the car shall be replaced or the Renter shall have to remedy the issue on its own with the closest authorized service partner.

c) The Renter is bound to adhere to the maximum allowed weight per car and to the maximum allowed number of passengers per car, according to the manufacturer technical norms and to observe the road rules in force.

d) The Renter is bound to return the car in the same technical and aesthetical conditions in which the Renter took it over. The customer must always wait until any of the company employees signs the returning protocol. In case the customer fails to wait or refuses, independently of the reason, for any of the company employees takes over the car and signs the returning protocol, the Lessor is entitled to fully retain the customer’s Deposit and to cover all the resulting damages.

e) To pay the fines levied by the authorities for offences or transgressions committed in the renting period by the car drivers, fines that are related to this agreement. The Lessor is entitled to collect from the customer’s card the amounts needed to pay up the fines, when the Romanian authorities notify the Lessor about the amount of these fines, even if this moment is subsequent to the renting period.

f) To bear the cost of the cost of the concluded optional motor vehicle liability insurance premium, valid outside the Romanian territory (Green card), in case the vehicle made available to the Renter follows to be used in international traffic, as well as the cost of the CASCO insurance extension for the renting period.

g) To return the car, upon expiry of the contractual period, with full fuel tank (otherwise, the Renter is bound to pay for the fuel 2 EUR per litter), as well as all the car documents that were made available to the Renter with the car.

h) The car shall be returned with the same level of fuel that it was taken over at. Otherwise, the Lessor is entitled to fully collect from the customer’s card the fuel’s amount plus a service fee of EUR 50

i) to hold a driving license having minimum 1 year of experience, which is valid in Romania; where car was driven by another individual than the Renter, the liability for the damages caused by a road event falls on the Renter, jointly with the individual involved in the event, the Lessor having the option to track down any of the 2 individuals, to recover the damages;

j) The Renter is bound:

To return the car in the location and at the date set-up by the agreement; changing the location or the date is only allowed by serving a previous written notification with not less than 24 hours in advance; exceeding the contractual renting period by more than 1 hour, draws in the payment of an additional renting day for the contractual rate; to return the car in the same technical and aesthetical condition in which it was delivered, to observe any clause herein, to pay up the parking fees, the bridge-crossing fees, the traffic fines etc., for the entire car renting period, to monitor for the renting period the air level in the tires, the windscreen cleaning liquid level and to top-up any time needed, to solved with its own resources a tyre puncture, independently of the cause, to return the car with the same level of fuel that it was picked-up at, to pay up the parking fees, the traffic fines acquired in the period that the customer used the car, to ensure that at the car’s delivery the car documents are available in the car, to submit at delivery the original valid identity papers; to ensure that it supplies the car with the proper fuel; the potential repair cost for using an improper fuel shall be completely borne by the Renter;

The fines acquired by the customer for the reason that the car documents were not available in the car in the renting period shall not be accepted, the customer being bound to ensure that these are available in the car. It is not allowed to have the car used by other individuals than those indicated by the Renter. The car shall not be submitted to repair works by any other individuals than those authorized by the lessor.

IX. CAR USE

The rented vehicle is not allowed to leave the Romanian territory. This could only be allowed if requested in written by the Renter and against payment of an additional fee based on the category of the rented car.

Where the delivery city is not the same as the returning city, the customer shall pay a “one way” fee amounting at EUR 50.

For the entire renting period the Renter commits to use the car in good faith.

In this period the maintenance works such as: top-up with windscreen cleaning liquid, tires pressure, replacing the spare wheel, etc., fall on the Renter.

In case the Renter forgets any car power consumer operational after the engine is stopped and this leads to the battery consumption, the Lessor could remedy the case against payment of a service fee of EUR 100 that the relocation cost of 0.5 EUR/km is added to. The distance is calculated having Bucharest as start-up point. The customer’s refusal to pay for these amounts entitles the Lessor to collect the relevant amounts from the customer’s card.

It is forbidden to use the car in: car competitions, for driving schools or taxi, for committing transgressions, for carrying agents or goods forbidden by the law. For all these the liability falls exclusively on the Renter.

Additional fees:

The deliveries are free of charge to the Lessor offices, except for the airport offices where a fee of 15 EUR/delivery and 15 EUR/return is collected, within the limits of the working hours from Monday to Friday, between 09 and 18 hrs., the deliveries or the returns not falling within this timeframe being levied by 10 EUR/delivery and 10 EUR/return.

7. In case of delay in returning the car the Renter shall be bound to pay penalties, as it follows:

- in case the delay exceeds 1 hour against the contractual period expiry, no penalty shall be levied;

- starting with the second hour of delay, the Renter shall be bound to pay the rent per day, in the amount set-up herein, until the time and/or day of car’s return. At the same time, the Lessor hereby reserves the right to notify the police authorities about the theft/the abuse of faith regarding the car, except for the case when the delay was already notified to the Lessor through any communication mean and the additional renting days were paid up by the Renter.

X. DEPOSIT

The deposit is an obligation of the Renter, irrevocable and unconditional, to pay a certain amount of money to the Lessor if Renter does not comply with contract terms and conditions.

For any rented car, any customer shall pay a Deposit that the amount varies with the class of the rented car. Failure to pay this Deposit could lead to the Lessor’s refusal to deliver the car.The Deposit’s collection/execution by the Lessor may take place in any of the following cases:

1) – the renting agreement does not carry the signature of the renting agent that took over the car upon return

2) – the car is returned with less fuel than it was delivered, the Lessor will charge the missing fuel plus 15 euro refueling fee.

3) – the car is returned with damages and the protocol issued by the police authorities does not prove the customer’s innocence;

4) – the car is returned with failures of the on-board devices or of the systems providing passengers comfort and safety;

5) – upon return, the car carries inside or outside traces of negligent use: dirty interior or exterior, stained or burnt or cut upholstery, etc.

6) – upon car’s return, items of the car’s inventory are missing: ashtray, reflectorizing triangle, spare wheel, fire extinguisher, wheel key, medical kit, reflectorizing mirrors, mats, wheel caps, etc.

7) – the customer fails to pay for the additional renting days

8) – it breaches any or all of the clauses herein.

9) – the Renter does not have for the damages brought to the car Police Report or Insurance Report; in case the Lessor replaces the damaged car with a functional car the Renter is obliged to pay the tax of 0,5 eur/km (calculated one way and return from Bucharest) separated of the amount of Deposit; the refuse of paying this tax can lead to the Lessor refuse to deliver another car.

10) – the return of the rented vehicle excessively dirty wich needs a detailed cleaning wich can take more than one hour to bring the car in the initial condition will be charged with a 50 euro fee.

XI. INSURANCES

1. All rented cars hold motor vehicle liability insurance.

2. The indemnity limit, in case of the motor vehicle liability insurance, is maximum EUR 300.000 per event in case of material damages and maximum EUR 1.000.000 per event in case of body injuries and deaths.

3. The insurance does not cover the damages occurred after using the cars for transportation of dangerous agents requiring authorization. In this case, the entire liability is accrued to the Renter.

4. Following any incident, theft, fire, damages caused by animals or any other damages, the Renter must immediately notify the Lessor and declare it at the nearest Police Station and obtaining the “PROCES VERBAL DE CONSTATARE”, “AUTORIZATIE DE REPARATIE” and copies of the following: VEHICLE REGISTRATION, VEHICLE INSURANCE, COPIES of DRIVING LICENCE and ID or PASSPORT for all drivers and vehicles involved in the incident. Presenting an “FORMULAR DE CONSTATARE AMIABILA” incomplete with missing dates and without the rest of the documents presented above will lead to complete retain of the deposit.

5. The car is driven on unauthorized road, e.g. forest road; in this case the damages shall be completely borne by the customer.

6. Where the car is stolen in the renting period, the Renter is bound to attend any action needed to be taken by the police authorities, by the insurer, etc.

7. In case of damages caused to the car, except for those caused by force majeure events, the Renter is liable jointly with the Lessor’s insurer for any cost related to bringing the car to the initial condition or to the car replacement by a similar car in terms of brand, type, production year, facilities and market value.

8. In case the Lessor’s insurer fully covers all this expense, the Renter is exempted from the civil liability, the latter having the burden of the penal liability, according to the legal norms.

9. For the damages occurred following a road event or a theft to be recovered through the Lessor’s insurer, it is mandatory that the Renter/ the car driver declares the damages to the police authorities located in the place where the event took place, or, otherwise, the Renter/the car driver shall entirely bear the damages amount.

10. Where the car was driven under the influence of alcohol and/or drugs or of other narcotic agents, the liability for the material recovery of the damages completely falls on the Renter/car driver.

11. The terms and conditions for reducing the responsibility in case of accident and the SCDW insurance will be applied only if the Renter presents upon drop-off the documents presented at art.XI pct.4 and are valid only in Romania.

XIII. CONTRACT ASSIGNMENT AND DIVISION:

1. Any of the contractual parties shall not be able to assign the rights and obligations resulting from this agreement to any third party, without the previous written agreement of the other party.

2. The written agreement is notified to the assignor within 24 hours from the date that the assignor asked for the assignee’s consent;

3. In case the assignor fails to answer within the above specified timeframe, it shall be considered that the assignor did not approved the agreement’s assignment.

4. Where a clause herein shall be declared void or shall be cancelled, the remaining valid clauses shall continue to be enforceable, except for the cases where the clause or the part declared void or cancelled contains an essential condition for this agreement.

XIV. TERMINATION:

1. This agreement terminates by right without requiring the court intervention in case any contractual party:

a) Fails to meet an obligation considered essential for this agreement such as:

- making available the car;

- payment of the rent for using the car;

b) Assigns its rights and obligations set-up herein without the other party’s consent;

c) breaches any of its obligations:

2. The agreement’s termination has no impact on the obligations already due between the parties.

3. The provisions of this article shall not remove the liability of the party that caused the agreement’s termination in a faulty manner.

XV. FORCE MAJEURE

1. The party invoking for a force majeure event is bound to notify the other party within 24 hours about the event’s occurrence and to take any needed action to limits the event consequences.

2. Where, within 24 hours from the occurrence, the relevant event does not cease, the parties have the right to notify one another about the termination by right of this agreement, the parties not being entitled to claim for any damage-interest.

3. The damage-interests shall be asked by the owner to the Renter in case of the Renter breached any obligation accrued to the Renter according to the agreement, following a prior written notification served by the Lessor.

XVI. Notifications, disputes, final clauses:

1. Any notification addressed by any party to the other party is considered validly fulfilled if itis served via post office through recommended letter, via telex, via facsimile, via e-mail, via telegram, being considered received by the recipient at the date specified on the proof.

2. In case the dispute could not be solved amicably, the parties shall approach the court of the Lessor headquarters.

3. This agreement could only be changed through an addendum executed by and between the contracting parties.