AIRCRAFT CHARTER TERMS AND CONDITIONS

  1. Definitions

1.1 These Terms and Conditions (hereinafter the “T&C’” or “Agreement”) together with the AirCharter.com General Terms and Conditions of Carriage (hereinafter the “GTCCs”), and any additional terms set out in any relevant quotation and/or Booking Confirmation (“Confirmation”) form the contractual basis for the provision of Flight Services (defined below) by AirCharter.com LLC known here as, (“AirCharter.com”) (collectively hereinafter, the “Terms”).

1.2 The Terms are applicable for commercial transport of Passengers and/or any permitted goods and/or animals from an agreed point of departure to an ag

1.3 Point of destination as more particularly detailed in the quotation (“Flight Services”).

1.4 The contract may be concluded with (i) an end customer or (ii) an agent on behalf of an end customer (either (i) or (ii) being, as context demands, the “Client”). Where the Client executes this contract as an agent, the Client warrants (on its own behalf and as agent for the end customer) that (a) it is bound by these Terms jointly and severally with the end customer, and (b) it has all requisite power and authority to bind the end customer. Any Client entering into this contract agrees to be held liable for any breach of the Terms by any passenger utilizing the Flight Services (“Passenger/s”) and generally for the acts and omissions of those Passengers.

“Agreement” means the aircraft contract terms and conditions signed between the Client and AirCharter.com, of which these General Conditions form an integral part. “Flight Quotation” means the agreement constituted collectively by the Flight Quotation and the Agreement, the Booking Confirmation, and the General Conditions. “Schedule time of departure” (“STD”) means the scheduled departure time of any Flight Segment, including, when applicable, the departure time of any positioning of the Aircraft for the first Flight Segment of a Trip. “ULR” means Ultra Long Range corporate jet such as Global 5000, 6000, 7500, Express; Gulfstream G450, G550, G650, G700 (GVI series), Dassault 7X, and Dassault 8X, and any other corporate jet with similar size and range.

2.0 Confirmation of Contract

  • 2.1 The quotation issued by AirCharter.com constitutes a non‐binding offer. Only the issuance of a Confirmation (which may also be termed a “Booking Confirmation”) by AirCharter.com constitutes a binding offer which requires acceptance within the stipulated acceptance period. If such acceptance period is lapsed, AirCharter.com shall not be bound by its Confirmation.
  • 2.2 The Flight Hours Agreement, the Charter Flight Confirmation, and these Terms collectively constitute a contract of carriage (the “Contract”) between the Customer and the relevant AirCharter.com entity for the transportation of passengers and/or goods from the point of departure to the destination as specified in the Charter Flight Confirmation. In the event of any contradiction between these Terms and the Charter Flight Quotation, the latter shall prevail to the extent of such contradiction.
  • 2.3 The Customer acknowledges on behalf of the passengers it represents, who will be physically present on board the relevant charter flight (the “Passengers”) and warrants its authority to give such acknowledgement on their behalf that no individual contract of carriage will exist between the Customer’s individual Passengers and AirCharter.com. This holds notwithstanding the issuance of a passenger ticket by the Customer or any other third party.
  • Amendments to the Contract are valid only if confirmed in writing by AirCharter.com. Therefore, the Contract shall take precedence over any and all other terms and conditions proposed by the Customer. As a result, all clauses and/or conditions appearing on letters, emails, faxes, receipts, and/or other documents issued by the Customer before or after the entry into force of the Contract shall not be binding on AirCharter.com.
  • 2.4 The return of the Confirmation duly signed by Client, if an individual, or by an Officer of Client with authority and approval to bind Client, if a corporation, shall constitute a binding contract of carriage between Client and AirCharter.com and governed by the Terms. Such Officer and to commit the Client to the Terms. Such Officer shall, upon any breach of the Terms by the Client, become jointly and severally liable with the Client for all the Client’s representations and obligations under the Terms.
  •  Exclusive of Price: AirCharter.com shall issue an invoice concurrently with the issuance of the Charter Flight Confirmation. The Customer shall make payment of the price by the time specified on the invoice, but unless otherwise stated, payment shall have been received in full by AirCharter.com at the latest 72 hours from receipt of the invoice or 72 hours prior to departure, whichever is earlier. The flight will only be firmly booked once the full price has been paid, and AirCharter.com shall be under no obligation to perform flights before payment by the Customer of the full price. If the Customer fails to make any payments at the time and in the amount specified in the invoice, AirCharter.com may, by written notice, terminate the Contract with immediate effect. All payments shall be made by bank transfer to the bank account, the details of which shall be stated on the invoice, or by credit card (additional fees may apply), in full, without set-off, counterclaim, deduction, or withholding of any kind.
  • Furthermore, the price of the Contract excludes the following: (i) surcharges of any type including, but not limited to, surcharges on fuel, cargo, and insurance, including but not limited to war risk insurance; (ii) all airport charges; (iii) de-icing of aircraft; (iv) extra catering and special catering requests, such as but not limited to caviar and special wines or spirits; (v) special cargo requests; (vi) satellite phone and internet connection; (vii) installation of decals on aircraft fuselage; (viii) ground transportation; (ix) credit card surcharges; and (x) any other extra charges due to weather conditions, flight delays, or diverted landings as determined by Air Traffic Control or other relevant authorities. The cost of the above will be invoiced separately at cost after the flight has occurred and after receipt by AirCharter.com of the invoice from the relevant supplier or service provider and must be immediately reimbursed to AirCharter.com by the Customer. AirCharter.com reserves the right to charge a ten percent handling fee for such invoices.
  1. Performance of Flight Services
  • com shall have the right to perform the Flight Services as contractual carrier or assign the performance of the Flight Services to a third-party actual carrier. Client and Client’s Passengers shall comply with all applicable laws, including aviation regulations, as well as the rules, policies, and practices of any third-party carrier, including their general terms and conditions of carriage (or other similarly named document), insofar as these each impose binding obligations or restrictions on Client and/or Passengers, and shall conduct themselves in an appropriate manner.
  • The Flight Services will be performed pursuant to and in accordance with the Terms and the operating procedures approved by the competent authority of the contractual or the actual carrier as the case may be.
  • com expressly reserves the right to utilize on its own account any lay over period or empty capacity the aircraft may have, including any empty legs related to the Flight Services, before, during or after the period in which the aircraft is available to the Client.
  • Flight Services are planned with a set of one (1) crew (Pilot in Command, Co-pilot) subject to crew duty time and rest period restrictions by applicable duty limitation regulations.
  • Aircraft-Specific: The flights covered by this Contract are specific to the aircraft designated. AirCharter.com reserves the right at any time to provide the Customer with a similar aircraft at the same cost should the booked aircraft be unavailable for any reason. In the event that no alternative aircraft can be sourced, AirCharter.com further reserves the right to cancel any or all of the flights to be performed under the Contract. In such a case, neither party shall have any claim or liability against the other in respect of such cancelled flight(s), except for the obligation of AirCharter.com to refund to the Customer an amount equal to the payments previously made by the Customer in respect of the relevant flight(s).
  1. Included and Excluded Costs

COSTS : (i) aircraft costs, including insurance, fuel, and maintenance; (ii) air navigation fees; (iii) crew costs, including daily allowances, meals, accommodation, and ground transportation; in-flight catering; and (v) passenger and cargo insurances and taxes. The Price (as stated on the Confirmation) does include aircraft costs including crew, fuel, maintenance, air navigation, airport and handling charges, inflight AirCharter.com standard catering (depending on flight time and time of day), Passenger and baggage insurance.

The price of the Contract excludes the following: (i) surcharges of any type including, but not limited to, surcharges on fuel, cargo, and insurance, including but not limited to war risk insurance; (ii) all airport charges; (iii) de-icing of aircraft; (iv) extra catering and special catering requests, such as but not limited to caviar and special wines or spirits; (v) special cargo requests; (vi) satellite phone and internet connection; (vii) installation of decals on aircraft fuselage; (viii) ground transportation; (ix) credit card surcharges; and (x) any other extra charges due to weather conditions, flight delays, or diverted landings as determined by Air Traffic Control or other relevant authorities. The cost of the above will be invoiced separately at cost after the flight has occurred and after receipt by AirCharter.com of the invoice from the relevant supplier or service provider and must be immediately reimbursed to AirCharter.com by the Customer. AirCharter.com reserves the right to charge a ten percent handling fee for such invoices.

However, the price remains subject to industry-

related fuel prices and exchange rate fluctuations. Contract prices are calculated on the assumption of a reasonable amount of luggage per passenger. AirCharter.com reserves the right to charge additional costs for the carriage of oversized or overweight cargo or luggage.

  • The following costs are not included and shall be charged separately to Client at cost, including applicable taxes plus a handling surcharge of 10%:
    • Insurance surcharges;
    • SATCOM services;
    • Special catering requests such as, but not , to, caviar and special wines or spirits;
    • cabotage permission costs;
    • VIP terminal, special handling, helicopter and/or limousine services;
  1. any other concierge services rendered by AirCharter.com upon request by Client; and
    1. Supplemental of specialty cabin crew (beyond what is assigned), as requested by Client and/or any Passenger.
    2. In such event, Client acknowledges and agrees that if AirCharter.com has to use an enlarged or second crew, this may necessitate crew being in the cabin during the flight.
    3. Taxes if applicable will be posted separately on the quotation/invoice.
    4. Payment
    5. All payments due to AirCharter.com shall be made upon receipt of invoice and in cleared funds received by AirCharter.com by the payment date(s) specified by AirCharter.com on the Confirmation or otherwise in writing to the Client or (if no such date(s) are specified) by one (1) business day prior to the flight date (each, the “Due Date”), without setoff or deduction. Time for payment shall be of the essence. If the Due Date is not a business day (bank holiday or weekend) the due amount and payable amount shall be received and credited to AirCharter.com’s account on the last preceding business day. Payments are to be made at costs of the sender in the currency to the bank account stated on the invoice.
    6. Where the Client does not remit payment by the Due Date, the payment due shall be increased by three percent (3%), save in the case where the Client has made the booking within twenty-four (24) hours of the confirmed departure time. In addition, late payments shall be subject to interest at 10% of the outstanding sum per annum (pro rata) from the date due until AirCharter.com’s receipt. AirCharter.com shall not be in breach of contract if it suspends Flight Services or additional services until receipt of funds.
    7. Incoming payments shall first be offset against the oldest debt. Payment which is not sufficient to cover the entire debt will first be offset against the interest and finally against the principal debt.
    8. If the payment has still not been made after issuance of a reminder and the setting of a deadline for payment, AirCharter.com shall be entitled to withdraw from the contract of carriage and cancel the booking, subject to cancellation charges as set out in Section 8. AirCharter.com may refuse to set a payment deadline if the imminence of the departure date makes it unfeasible to stipulate a period for payment prior to departure. In such an event, AirCharter.com may withdraw from the contract of carriage and refuse performance of Flight Services subject to cancellation charges as set out in Section 8.
    9. Major credit cards may be accepted. If a credit card institute or a bank refuse to honor the payment required under the contract, AirCharter.com shall levy Client with a processing charge of $600 USD in addition to any charges made by the credit card institute or the bank.
    10. Currency: The price of the Contract is stated in the currency indicated on the Charter Flight Quotation, and payments shall be made in the same currency.

Client and Passenger shall be jointly and severally liable for the payment of (i) the Flight Services, (ii) taxes on, or related to the provisions of the Flight Services, (iii) any additional costs set out in the quotation, Confirmation and/or this Agreement, and (iv) the cost of any damage or losses caused as a result of the conduct of the Client and/or any Passenger (including the cost of cleaning, disinfecting or repairing an aircraft exterior and/or its cabin and furnishings).

Flight Changes and Delays

  • AirCharter.com and/or the actual carrier shall endeavor to the best of their ability to ensure punctual carriage of Passengers and baggage. However, the announced flight times and/or airports are subject to reasonable changes owing to operational and technical circumstances beyond AirCharter.com’s and/or the actual carrier’s control (for example, cancellation of a landing permit). In the event of a change to an airport, AirCharter.com may select at its discretion a reasonable alternative airport for the Flight Services.
  • The Client is responsible for ensuring that Passengers arrive adequately in advance of the scheduled departure time. AirCharter.com and/or the actual carrier’s ability to satisfy any variation in the Flight Services shall always be subject to crew duty times and rest periods and the availability of additional crew.
  • Client may request a departure delay beyond any confirmed departure time. AirCharter.com shall agree to such delay if it (a) is compatible with crew duty time restrictions, applicable aviation regulations and air traffic control requirements and (b) does not impact on other clients of AirCharter.com or an affiliate (either as determined by AirCharter.com at its sole discretion). If Client delays a flight beyond the agreed departure time for any reason that is not the fault of AirCharter.com, the Flight Services shall be deemed to be cancelled by Client.
  • Substitutions
  • AirCharter.com reserves the right, at its sole discretion, to provide Client with an equivalent or superior aircraft owned, operated or managed by AirCharter.com or an affiliate thereof (“Substitution Aircraft”).
  • In the event AirCharter.com determines that a Substitution Aircraft is not available to provide the Flight Services, AirCharter.com shall advise Client without delay and provide a revised quotation, which may include revised pricing, to arrange an alternative aircraft (“Alternative Aircraft” that is not a Substitution Aircraft. If Client agrees to (or is deemed to agree to – see below) the Alternative Aircraft, Client shall be liable for the fees and charges set forth in the original booking confirmation plus any excess fees and charges agreed to for the Alternative Aircraft.
  • Client will have the opportunity to terminate this Agreement if (i) a Substitution Aircraft is required to provide the Flight Services and AirCharter.com determines Client must pay additional costs for such Substitution Aircraft, or (ii) an Alternative Aircraft is required to provide the Flight Services, provided, however, Client must provide written notice of termination to AirCharter.com no later than (i) five (5) hours following notification, or (ii) at a later deadline if provided by AirCharter.com at its sole discretion. Failure to provide notice in the allotted time shall be deemed affirmative consent, including to associated cost.
  • For the avoidance of doubt, if an Alternative or Substitution Aircraft is required while en-route during a multi-leg Flight Service, any written termination pursuant to Section 7.3 above shall apply prospectively for all impacted legs only. All prior legs shall be governed by the original Booking Confirmation. Consequently, AirCharter.com shall refund Client a pro rata proportion of the Price relating to those legs remaining as at the time of termination.

 

Cancellation

Cancellation Fees: If after issuance of the Charter Flight Confirmation (i) a flight is cancelled by the Customer or the Passengers, (ii) the Customer requests a schedule change which AirCharter.com cannot accommodate, or (iii) AirCharter.com is prevented from performing the flight due to any act or omission of the Customer or any Passenger, then the flight shall be deemed cancelled by the Customer and unless otherwise stated in the Charter Flight Quotation, the following cancellation fee (expressed below as a percentage of the total price of the Contract) will be paid by the Customer, or retained by AirCharter.com from the amount already paid by the Customer, as the case may be: If the Client wishes to cancel any Flight or Flights subject to this Agreement, the following rates will be paid forthwith by the Client to the Intermediary as agreed compensation: 25% of the Agreed Price if cancelled after contract exchange; 50% of the Agreed Price if cancelled within 72 hours prior to Scheduled time of Departure (“STD”); 75% of the Agreed Price if cancelled 48 hours prior to STD; 100% of the Agreed Price if cancelled within 12 hours of STD. Payment should be executed and reflected in the AIRCHARTER.COM account prior to STD. If a positioning flight to the point of departure is necessary, then the above cancellation fee periods will be considered from the time of cancellation to the date of departure of such positioning flight.

  1. Flight Services shall be deemed cancelled by Client in the event of: (i) cancellation of any booked flight communicated by the Client to AirCharter.com in advance of the commencement of Flight Services, (ii) a delay of any Passengers and/or Client impacting the scheduled time of departure unless specifically agreed by AirCharter.com in advance in writing at its sole discretion and/or a no‐ show, (iii) any refusal or inability of the Client and/or any of its Passengers to comply with the reasonable instructions of AirCharter.com, air carrier, and/or the pilot‐in command, including, without limitation, pursuant to Section 3 of the GTCCs, (iv) flight safety and/or health and/or security reasons leading the pilot‐in‐command and/or AirCharter.com and/or the actual carrier to reasonably deem it necessary to cancel or terminate a planned flight, failure to provide necessary health and safety documentation requested by AirCharter.com and/or air carrier at their sole discretion by the deadline provided inability of Client and/or Passenger to secure exit from the departure destination or entry to the arrival destination, and/or (vii) Client failing to make any payment prior the Due Date.
  2. For the purposes of calculating the cancellation fee for a multi-leg Flight Service, as noted in the Booking Confirmation, (i) the departure shall refer to the departure of the first scheduled flight leg, and (ii) the price shall refer to the total Price of the multi-leg Flight Service. For the avoidance of doubt, where the first scheduled flight leg has already occurred, AirCharter.com shall apply a 100% cancellation fee.
  3. AirCharter.com and/or the actual carrier reserves the right to cancel, without liability for loss, injury, damage or delay, Flight Services under the Terms, including where AirCharter.com, in its sole discretion, deems such cancellation necessary as a result of the Client and/or any Passenger not complying, or being unable to comply, with any of the requirements in Section 2 or Section 3 of the GTCCs.
  4. In such circumstances set out in Section 8.1 and 8.3:

the Cancellation Fees set out on the relevant quotation or Confirmation shall each be applicable and payable by Client,

and the costs of any additional goods and/or services arranged by AirCharter.com at the Client’s request through third party supplier(s) ancillary to the actual booked flight shall also remain the responsibility of the Client and shall be charged to the Client.

  1. In the event of (i) a Force Majeure Event as defined in Section 4.1 of the GTCCs or (ii) AirCharter.com and/or the actual carrier cannot, at their sole and final discretion, confirm operational feasibility of a flight, AirCharter.com reserves the right to cancel this Confirmation without prejudice or cost, and shall promptly refund to Client all amounts paid by Client pursuant to these Terms. 30-day refund: “In the event of a duly authorized cancellation under this Agreement AirCharter.com shall commence the refund process within thirty (30) working days following the receipt of a valid cancellation notification. However, should unforeseen circumstances arise or if the refund process encounters delays resulting from any matters or disputes, the specified time frame may be subject to extension.”
  2. Any reimbursement of flight charges and of any other amounts paid by the Client in advance of the booked flight shall be subject to the deduction of any amounts outstanding owing to AirCharter.com, including Cancellation Fees. Any remaining balance of the sums paid by the Client shall be promptly repaid to the Client. If the funds paid by Client are not sufficient to cover the Cancellation Fees, Client undertakes to make payment of any additional sums required to cover the Cancellation Fees within seven (7) days of the date of issue by AirCharter.com of an invoice to the Client for such sums.
  3. AirCharter.com will not be liable to the Client for any loss or expense incurred by the Client or any Passenger in the event of cancellation due to their failure to comply with the provisions set out or referred to in these Terms.
  4. Severability

Should any one or more clauses of the Terms be found to be illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining clauses shall not in any way be affected or impaired thereby.

9. Limitation of Liability.

AirCharter.com shall not be held liable for loss, injury, damage, delay or cancellation caused by or resulting from any act of God, economic or political sanctions, quarantine, failure or refusal on the part of any governmental agency to grant or issue approvals, clearance, permits or operating authority, rights or civil commotion, military emergency, war or war hazards, fuel shortages, weather conditions, mechanical breakdown, strikes or labor problems, or occurrences of similar or dissimilar nature which through no fault of AirCharter.com shall prevent, delay or interrupt the furnishing or operation or performance of such charter flight. In the event of any such occurrence, AirCharter.com will use commercially reasonable efforts to provide other aircraft to meet Client’s scheduled flight. AirCharter.com shall not be responsible or liable for the transportation of passengers who fail to report at the specified Fixed Based Operator (FBO) at the departure airport, at the departure time of the flight, or who are, through no fault of AirCharter.com, not aboard at the time of departure. If one or more members of one group fail to so report or board, Carrier may depart as scheduled and Carrier and/or AirCharter.com shall in no way be responsible for or to Client or such individual for any damages and AirCharter.com shall be deemed to have completed its contractual obligation to Client. AIRCHARTER.COM SHALL NOT BE LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY (A) CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR RELIANCE DAMAGES; (B) AMOUNTS IN EXCESS OF THE PRICE PAID FOR A PARTICULAR FLIGHT; OR (C) MATTER BEYOND ITS REASONABLE CONTROL. AirCharter.com shall not bear any responsibility for any misrepresentations made by Carrier, whether in Carrier’s or AirCharter.com documentation or marketing. No Carrier or Client exclusions or omissions, express or implied, are the responsibility of AirCharter.com. AirCharter.com shall not have, nor assume any responsibility or liability to Client for activities performed by Carrier. Carrier shall be solely responsible for all claims arising out of any and all occurrences, accidents or incidents that occur on or in connection with the aircraft operated by Carrier, including, without limitation, all personal injuries, property damage or death. AirCharter.com is not responsible for any wrongful, or negligent act or omission by Carrier or its personnel and is not responsible for any personal injury, property damage, accident, delay, inconvenience, or change in itinerary that may occur. These limitations shall apply notwithstanding the failure of the essential purpose of any limited remedy. Client agrees that Client shall indemnify, defend, and hold harmless AirCharter.com and AirCharter.com officers, directors, agents and employees, and each of them (collectively the “Indemnitee(s)”) from and against all claims, suits, actions, judgments, fines, penalties, damages, losses and liabilities, including, but not limited to third party claims and reasonable attorneys’ fees, costs of litigation, and other expenses relating thereto, including the cost of establishing the right of indemnification under this Agreement, which arise out of or are in connection with activities associated with this Agreement, which are made, asserted, assessed, or accrued against any Indemnitee by reason of injury or death to any person or the loss or damage to any real or personal property. The foregoing indemnities shall not apply to the extent of any gross negligence or willful misconduct of any Indemnitee.

  1. Miscellaneous

10.1 Aircraft availability shall always be subject to the carrier being able to obtain appropriate permits and permissions, including but not, to traffic rights, customs and immigration permits, operational approvals, take-off and landing slots, insurance and compliance of Client and/or Passengers with applicable laws, rules and requirements, including immigration, customs, agriculture, currency and health regulations and sanctions applicable at each destination. Client shall provide AirCharter.com no later than 24-hours or by the date set by AirCharter.com prior to departure with a complete guest list, passport copies including applicable visa and all other necessary information and valid documentation and any other operational requirements for the requested Flight Service. AirCharter.com reserves the right to refuse arrangement of Flight Services if the entry and exit requirements for the country of departure or destination are not met, or if the required documentation/certification is not presented, without being liable for any damages due to such refused arrangement of Flight Services. Client and its Passengers shall be jointly and severally liable for any damages resulting from any incorrect or incomplete information provided to AirCharter.com or from the delayed or improper provision of such information. Client in its own capacity and on behalf of its Passenger indemnifies AirCharter.com and its affiliates in respect of claims for damages due to boarding denied by the carrier and all cost incurred in connection with Client or its guest not complying with all legal requirements of the country of departure, transit countries and the country of destination such as but not, to surcharges, fees, fines, levy including lawyer costs and costs of repatriation. Furthermore, AirCharter.com and its affiliates shall not be liable or in any way responsible to the Client or Client’s Passengers if it or the carrier are unable to timely secure such permits and permissions.

10.2 Client shall use the aircraft only for its own pleasure or for business in the carriage of Client and/or Passengers, and shall not use the aircraft: (I) to offer or to provide transportation of passengers or cargo for remuneration of any kind; (ii) in violation of any applicable law and/or the insurance requirements; (iii) for any illegal purpose including in violation of any applicable law or sanctions; or (iv) for any commercial use, including photography/filming, without prior written approval. AirCharter.com or the carrier may deny boarding to any Passenger who is listed on “no-fly” or similar lists, who lacks appropriate travel documents for international travel, or who is ineligible for transportation for any other reason. Client shall be fully responsible for ensuring Client and all officials, employees and guests on the aircraft are eligible for carriage and comply with all applicable laws. Client has no proprietary rights in any aircraft utilized by Client pursuant to this Agreement, and shall not cause, permit or allow any mortgage, charge, pledge, lien, hypothecation, assignment, claim or any other encumbrances whatsoever to be placed against the aircraft.

10.3 This Agreement does not create a joint venture, partnership, or any other form of business relationship between the parties. Where more than one person and/or legal entity is designated as Client pursuant to this Agreement, then each person and/or legal entity shall all have joint and several liability to AirCharter.com under this Agreement. The Terms set out the entire agreement between the parties. No special terms, representations, assurances, promises or warranties shall be binding on AirCharter.com or its affiliates except as set out expressly in the Terms. Any amendment to the Terms must be in writing and agreed to in writing by both the Client and by AirCharter.com. Any amendments to the Terms by the Client are null, void and of no effect unless agreed to by AirCharter.com in writing in those amended Terms.

10.4 Where applicable, any conversion between currencies shall be calculated at AirCharter.com’s discretion based on a commercially accepted and reputable currency exchange.

10.5 Each party’s rights and remedies under this Agreement are cumulative and not alternative and are not exclusive of each other.

10.6 For the avoidance of doubt, AirCharter.com and its affiliates shall have no duty to mitigate any loss arising from the failure by the Client to pay any amount due under this Agreement, whether by transporting any third parties for consideration on the Aircraft, by disposing of the Aircraft, or by any other manner.

10.7 The collection, use, and processing of personal data of natural persons related to the Flight Services is governed by the GTCCs and the AirCharter.com Privacy Policy available at https://www.AirCharter.com.com/privacy- policy/ (“Privacy Policy”). By submitting personal data to AirCharter.com or an affiliate about any natural person, including Passengers, the Client hereby confirms that: (i) the Client has been appointed to act for such persons; (ii) such persons consent to the processing of their personal data, which data may also include sensitive personal data; and (iii) the Client will inform such persons of AirCharter.com’s identity and the Privacy Policy, including the sections regarding types of personal data collected, how it is used, and who it is shared with.

10.7 AirCharter.com may, at its sole and full discretion, allocate all or part of any payment received pursuant these Terms to offset or settle (in full or in part) any sums due from the Client to AirCharter.com or to an affiliate thereof under any other contract (“Allocation”). For the avoidance of doubt, Client shall remain liable for the full amount due under these Terms and shall, immediately upon AirCharter.com’s demand, make a further payment equal to the Allocation.

10.8 NEITHER PARTY SHALL BE LIABLE TO THE OTHER OR TO ITS AFFILIATES FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFIT AND/OR PUNITIVE DAMAGES OF ANY KIND OR NATURE, UNDER ANY CIRCUMSTANCES OR FOR ANY REASON INCLUDING, BUT NOT , TO, LOSSES SUFFERED BY CLIENT AND PASSENGERS AS A RESULT OF ANY DELAY OR FAILURE OR BREACH BY AIRCHARTER.COM ITS EMPLOYEES OR AGENTS IN PROVIDING OR OPERATING FLIGHT SERVICES, INCLUDING RELATED ADDITIONAL SERVICES UNDER THESE TERMS. CLIENT AND PASSENGERS SHALL NOT BE ENTITLED TO ASSERT ANY RESPONSIBILITY ON THE PART OF AIRCHARTER.COM FOR ANY DIRECT DAMAGES OR LOSSES RELATING TO ADDITONAL SERVICES ARRANGED AT CLIENTS REQUEST UNLESS SUCH LOSSES HAVE BEEN CAUSED BY AIRCHARTER.COM’S WILLFULL MISCONDUCT.

10.9 For the avoidance of doubt, AirCharter.com and its affiliates shall have no duty to mitigate any loss arising from the failure by Client to pay any amount due under these Terms, whether by transporting any third parties for consideration on the aircraft or by any other manner

10.10 Client hereby represents, warrants, undertakes and acknowledges that: (i) to the extent that any laws, statutes, regulations, and codes relating to anti-bribery, anti- corruption, anti-money laundering, terrorist financing, and unfair and prohibited business practices (including but not , to, the US Foreign Corrupt Practices Act and the UK Bribery Act 2010) (collectively referred to herein as the “Laws”) apply to any aspect of the relationship between AirCharter.com and Client, Client shall at all times comply with the Laws and will remain in compliance with the Laws; (ii) any funds or monies paid by Client pursuant to the Terms shall not have been derived as proceeds of money laundering, terrorist financing and/or of any other illegal or criminal act or activity; (iii) Client is not a Designated Party (a “Designated Party” means any person or entity that is designated in published lists issued by the U.S. government or the United Nations or the European Union as a Specially Designated National or a Designated Person, 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 AirCharter.com from engaging in a transaction with that individual or entity under applicable law), or the subject or target of any economic or trade sanction law or regulation or travel ban; (iv) no employee or director or owner or shareholder or parent company or affiliate or subsidiary of Client, and no Passenger travelling on- board the Aircraft, is a Designated Party, or the subject or target of any economic or trade sanction law or regulation or travel ban; (v) Client will promptly notify AirCharter.com in writing should it know, or have reason to know, of any change or potential change in status under this Section and/or any change in Client’s name, address, (where a corporation) Ultimate Beneficial Owner or (where a trustee) trust beneficiary/ies; (vi) any and all information and documentation provided by Client to AirCharter.com during AirCharter.com’s due diligence process are accurate and complete;

  • com may be legally bound to file reports to any competent authority concerning any breach by Client, or by any of its guests, of any applicable economic or trade sanction laws or regulations or Laws; (viii) AirCharter.com may be required by applicable economic or trade sanction laws or regulations or Laws to block or freeze funds received from Client and which are within AirCharter.com’s possession or control. Such blocking or freezing of funds by AirCharter.com shall be affected without any liability to Client. AirCharter.com may furthermore and without liability to Client or to any person named in (iv) above, deal with and remit such funds in such manner as prescribed by the applicable economic or trade sanction laws or regulations or Laws and/or as prescribed to AirCharter.com by the relevant authorities.

10.11 Client shall promptly provide to AirCharter.com any and all information and documentation reasonably requested in order for AirCharter.com to be able to perform its due diligence assessment procedures to ensure that Client and no person intended to be carried on the Aircraft and no flight intended to be operated violates any law or regulation or economic or trade sanction law or travel ban; and, if so required by AirCharter.com at any time, Client shall certify to it in writing compliance with this contractual provision, and shall promptly provide such supporting evidence of compliance as AirCharter.com may reasonably request.

10.12 AirCharter.com may (without prejudice to all its other rights under the Terms and at law) terminate this Agreement by means of written notice to Client, with immediate effect, without need of judicial recourse, and without liability for compensation or damages (whether direct and/or indirect) of any type or nature in favor of Client, in the event that: (i) Client breaches any representation, warranty, undertaking or acknowledgment set forth in this Section 10.12 to 10.14 and fails to remedy (if such a breach is remediable in the sole discretion of AirCharter.com) that breach within ten (10) days of Client being notified in writing of the breach; or, (ii) Client and/or any of its directors and/or employees and/or owners and/or shareholders and/or parent companies and/or affiliates and/or subsidiaries becomes a Designated Party or the subject or target of any economic or trade sanction law or regulation or travel ban; or, (iii) Client and/or any of its Passengers has been convicted of a criminal offence related to human rights violations, terrorism, or to fraud, theft, bribery, corruption, money laundering, terrorist financing or other financial impropriety. Furthermore, Client assumes all liability and shall indemnify, reimburse, and hold free and harmless AirCharter.com, its officers, directors, shareholders, employees, agents, and subcontractors (each an “Indemnitee”), from and against any and all claims, demands, suits, judgments, losses (which shall include the full value of the Price), fines, penalties, damages, costs, liabilities and causes of action, including costs and expenses incidental thereto, incurred or suffered by any Indemnitee by reason of or in connection with a breach or deemed breach by Client of any representation, warranty, undertaking or acknowledgement set forth in Section 10.12 above.

11.Governing Law & Forum

  1. This Agreement is considered a transaction in interstate commerce. As such, the Federal Arbitration Act (Title 9 of the US Code) governs the interpretation and enforcement of this arbitration provision. The Parties knowingly and voluntarily waive the right to bring an action in court and their respective rights to a jury trial to decide any disputes relating to or arising out of this Agreement, where the amount in controversy exceeds $25,000.00 (Twenty-five Thousand and 00/100). Therefore, except for an action solely seeking injunctive or equitable relief, any issue, dispute, controversy, or claim arising out of or relating to this Agreement exceeding such amount shall, without limitation, be substantively and procedurally governed by the Federal Arbitration Act (FAA). To the extent state law is applicable under the FAA, the law of the state shall apply. References to state law shall not be construed as a waiver of any rights under the FAA. The parties further agree to delegate all issues including issues concerning the validity or enforcement of this arbitration provision, or whether it applies to a specific issue, claim, of this provision, the arbitrability of any issue, dispute, controversy or claim, or the waiver of a right by either party, shall be determined by the arbitrator. The arbitration shall be by a single arbitrator. Judgment on the award rendered by the arbitrator may be entered in and enforced by any court having jurisdiction as outlined herein. For the avoidance of doubt, disputes arising from the following jurisdictions will be handled in those respective jurisdictions:

For Agreements entered into with AirCharter.com North America, LLC, the parties agree to have the seat or legal place of arbitration be the State of New Jersey, United States of America.

  1. The parties agree that arbitration or any other proceeding shall proceed on an individual basis without the right for any claims to be arbitrated or resolved on a class action basis or on bases involving claims brought in a purported representative capacity on behalf of others. The arbitrator’s authority to resolve and make written awards is, to claims between Client and AirCharter.com alone. Claims may not be consolidated or jointed unless agreed to in writing by all parties to pursue all Claims solely on an individual basis, and that these Terms do not permit class arbitration, or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding.
  2. Save in the event of a referral by AirCharter.com under Section 11.2, the English courts located in London shall have exclusive jurisdiction to determine any dispute arising in connection with the Terms, save that AirCharter.com shall retain the right (save in the event of a referral by AirCharter.com under Section 11.2) to bring proceedings against the Client in the courts of any other competent jurisdiction whether or not proceedings in the English Courts are pending or have been prosecuted to judgment. For the avoidance of doubt, any referral by

AirCharter.com under Section 11.2 shall not limit the rights of the parties to enforce (through competent courts or otherwise) any arbitral award or decision handed down pursuant to Section 11.2.

  1. Sections 11.1 to 11.5 are without prejudice to the rules of jurisdiction of any applicable law (including the Warsaw Convention or the Montreal Convention) which may apply to the carriage of the Passenger(s).