Terms & Conditions
This Charter Agreement is made between, FlairJet Ltd, registration number 06528991 with registered address at, Business Aviation Centre, Terminal Road, Birmingham, England, B26 3QN. “FlairJet” and the “Charterer” (“Parties”) as specified in the Charter Agreement on the terms and provisions specified in the Terms and Conditions below and in the Charter Agreement.
FlairJet Ltd is a subsidiary company of Flexjet Ltd under AOC (No. GB2639). Flexjet Ltd aircraft are operated by FlairJet Ltd.
“Affiliates” means any other personnel that directly, or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with FlairJet.
“Agreement” means the charter agreement between the FlairJet and the Charterer incorporating the Schedule and these General Terms;
“Aircraft” means the aircraft specified in the Schedule or any replacement or alternative aircraft provided pursuant to the Agreement;
“Charter” means the operation of the Aircraft for the transport of the Charterer
“Charter Price” means the charter price set out in the Schedule;
“Flight” means the flight(s) and route(s) set out in the Schedule;
“Flight Schedule” means the schedule for the Flight or Flights as specified in the
“Schedule” means the schedule to the Agreement;
“SDR” means the Special Drawing Rights as defined by the International Monetary Fund
“STA” means the Scheduled Time of Arrival
“STD” means the Schedule Time of Departure
2. CHARTER PRICE AND PAYMENT
The Charterer shall pay FlairJet the Charter Price in the currency, in the amount, at the time(s) specified in clause 2.4 below.
The Charter Price specified in the Schedule is based on fuel costs, landing fees and handling charges calculated at the date of the Agreement. If for any reason whatsoever there shall be any increase in any of these costs between the date of the Agreement and the date of the applicable Flight, then the Charterer shall pay FlairJet on receipt of invoice the amount of such increase.
The Charter Price does not include the cost of de-icing the airframe in the event that such action is necessary or desirable. The costs of de-icing the aircraft shall be charged without mark-up to and be payable by the Charterer upon receipt of invoice therefore from FlairJet.
The Charter Price will be payable as follows:
25% of the total Charter Price shall be payable by the Charterer to FlairJet on confirmation of the booking/date of the Agreement. The remaining balance shall be paid by the Charterer to FlairJet in cleared funds not less than 48 hours prior to the date on which the first Flight specified in the Schedule is to occur. If the booking is taken less than 48 hours prior to the first Flight specified in Schedule, cleared funds amounting to the remaining balance, must be received 6 hours prior to ETD.The Charter Price and all other charges payable pursuant to this Agreement are exclusive of value added tax or sales taxes and air passenger duties, which shall, where applicable, be added to and paid in addition by the Charterer at the rate in force at the tax point.
If any payment, whether of the Charter Price or otherwise, is not received in full by FlairJet on or before the due date for payment, then FlairJet may, without prejudice to any other rights or remedies available to it including, without limitation, as provided in clause 6 below, cancel or suspend any Flight(s) without any liability and shall be entitled to receive from the Charterer cancellation charges in accordance with the provisions of clause 7 below.
If the Charterer does not make payment within the relevant periods specified on the Invoice, FlairJet may apply interest on such outstanding sums at the rate of 4% per annum above the base lending rate of Barclays Bank plc from the date that payment should have been made until the date that payment in full has been received by FlairJet, such interest being calculated on a daily basis. In addition the Charterer will reimburse all costs and expenses (including legal costs) incurred by FlairJet in the collection of any overdue amount.
Payment can be made by 1) Bank transfer (bank details will be forwarded on request); 2) Debit card. Payments by debit card do not attract an administration fee; 3) Credit card. If the Charterer pays by credit card then in addition to the charter price an administrative fee of 0.3% is applicable. The charterer shall complete and return a credit/debit card payment form, which will be delivered on confirmation of Charter Agreement, including a copy of both sides of the credit/debit card. If for any reason the credit/debit card company does not make payment on FlairJet’s account, the customer whose signature appears on the form shall be responsible for the payment of all the charter charges. The Charterer agrees that any unforeseen additional charges that have been incurred over and above the original quote, including but not limited to, ground transportation, additional catering, itinerary changes, airport out of hours charges, additional overnights, de-icing and hangarage will be listed on the invoice provided upon completion of the trip and charged on the Charterer’s card. If the Charterer has made payment via bank transfer, these charges are to be paid within 14 days of receipt of FlairJet invoice.
Where a person, firm or company enters into the Agreement as an agent of the Charterer, such entity shall be jointly and severally liable, subject to the indemnities provided by the Charterer, with the Charterer for the payment of the charter price upon demand by FlairJet.
3. OBLIGATIONS OF THE CHARTERER
The Charterer shall comply with all the requirements of FlairJet in relation to the performance of all of the Charterer’s obligations as set out in this Agreement.
The Charterer shall hold harmless and indemnify FlairJet, its Affiliates, directors, officers, employees and agents against all claims, demands, liabilities, actions, proceedings and costs of any kind whatsoever arising from the default of the Charterer or any passenger, or guest of the Charterer in complying with any provision of this Agreement.
The Charterer shall comply and shall ensure that all of the Charterer’s passengers, their baggage and any cargo, shall comply with all applicable laws, regulations and rules in the United Kingdom and/or any other state to, from or over which the Aircraft is operated. The Charterer shall ensure that each passenger will hold all necessary passports, visas, health and other certificates and permits to secure such passenger’s secure transit through any intermediate points and/or entry into the place of destination and in the event that transit and/or entry is refused to any passenger in circumstances where FlairJet is obliged to carry such passenger to the point of origin or to any other point, the cost of so doing shall be paid by the Charterer to FlairJet prior to departure.
The Charterer must provide to FlairJet at least 24 hours prior to the Charter information, if requested, in respect of it and its passengers to allow flight documentation to be prepared and issued by FlairJet and to enable FlairJet to provide to any government authority information requested by such government authority about any passenger(s) in advance of any Flight. Such information may include, but not be limited to, name, passport number and expiry date, nationality, date of birth and visa information.
The captain of the Aircraft shall have absolute discretion concerning the preparation of the Aircraft for flight, whether or not a Flight should be undertaken or abandoned once undertaken and as to any deviation from the proposed route, where landing(s) shall be made and all such other matters relating to the operation of the Aircraft and the Charterer shall and shall procure that its passengers shall accept all such decisions of the captain as final and binding. The Charterer shall be responsible for any failure by any passenger(s) to comply with any lawful instruction or decision of the captain.
4. LOADING AND EMBARKATION
The Charterer shall ensure that all passengers and their baggage and any cargo shall be at the specified departure and check-in point not less than 30 minutes prior to the STD for the relevant Flight, unless agreed in writing.
If the Flight is, or is likely to be, delayed beyond the STD by reason of any failure by the Charterer to comply with clause 4.1 or any other act or omission on the part of the Charterer or any passenger, then FlairJet may either, at its discretion and without liability depart as scheduled, or try to make arrangements to re-schedule the affected Flight provided that the Charterer has agreed to pay an agreed rate of demurrage. If the parties fail to agree on an equitable rate of demurrage charge (each acting reasonably) the Carrier may terminate the Agreement or cancel the affected Flight and to charge the Charterer cancellation charges in accordance with clause 7.1.
In the event that the captain determines, in his sole discretion that any Flight should be diverted in order to remove any passenger whose conduct or physical or mental condition is such as to cause discomfort or nuisance to other passengers, or flight crew, or involve any hazard or risk to the passenger or other passengers, or flight crew, or to property, then the Charterer shall indemnify FlairJet in full against any loss, damage, claims, costs or expenses incurred by FlairJet as a result of such diversion or removal.
5. DELAYS, ALTERATIONS AND DIVERSIONS
If, at any time prior to STD, the Aircraft becomes unserviceable or unavailable for whatever reason, FlairJet undertakes to use reasonable endeavours to find an alternative or substitute for the Aircraft. For the avoidance of doubt, any such replacement aircraft shall be deemed to be the “Aircraft”. The suitability of the alternative or substitute aircraft is solely the decision of FlairJet and may be factored for additional costs. If the Charterer does not accept the proposed alternative or substitute aircraft as suitable, within a reasonable time prior to or after STD, FlairJet may cancel any Flight(s) affected by such unserviceability or unavailability and will have the obligation to refund the Charterer as set out in clause 7.2.
FlairJet shall have no responsibility for delays in departures or arrivals due to factors outside FlairJet’s control such as, but not limited to, air traffic control issues, adverse weather conditions or an incident of technical failure on the Aircraft on any earlier flight, or any of the events or circumstances contemplated in clause 9.1 below. FlairJet shall use reasonable endeavours to perform or continue the Flight Schedule, but otherwise shall have no liability to the Charterer. For any such delay, FlairJet shall not be required to compensate any passenger.
5.3 If the Charterer requests any variation of the Flight Schedule (including any delay as caused in 5.1 or 5.2, in the departure time of any flight) FlairJet shall not be bound to agree such variation, unless the Charterer agrees to bear any additional cost that would be incurred by FlairJet.
5.4 If for any reason the Aircraft is diverted from any destination airport set out in the Schedule, the Flight or the affected part of the Flight, if FlairJet is unable to complete the originally intended flight, shall be deemed complete when the Aircraft arrives at the airport to which it has been diverted. The Charterer shall be liable for any additional costs that may be borne, payable or incurred by FlairJet in transferring the passenger(s) to their original destination or where such transfer is agreed by the Charterer.
6. CANCELLATION AND TERMINATION
The Charterer may cancel any Flight at any time prior to departure of such Flight by notice in writing to FlairJet and subject to payment of any applicable cancellation charges. Such notice shall be communicated by fax or email. Upon such termination the Charterer shall pay in full to FlairJet the applicable cancellation charges set out in clause 7 below, except, and unless, the Charterer’s cancelation is due to a breach by FlairJet of this Agreement which, if capable of remedy, has not been remedied by FlairJet following notice by Charterer.
FlairJet may terminate the Agreement immediately by notice in writing to the Charterer, if;
The Charterer fails to make payment in full on the due date.
The Charterer admits in writing its inability to pay or becomes unable to pay its debts.
In the case of the Charterer being a body corporate the Charterer takes any legal action or any legal proceedings are started or other steps taken for (i) the Charterer to be adjudicated or found bankrupt or insolvent (ii) the winding up or dissolution of the Charterer or (iii) the appointment of a liquidator, trustee, administrator, receiver or similar officer over the Charterer or the whole or any part of its undertaking, assets, rights or revenues or the Charterer makes any general arrangement or composition with its creditors or ceases or threatens to cease or carry on its business.
In the case of the Charterer being an individual or partnership the Charterer or any member of the partnership constituting the Charterer dies, becomes insolvent, becomes of unsound mind, commits any act of bankruptcy, has a receiving order made against him, is adjudicated bankrupt, has a bankruptcy petition presented or a bankruptcy order or interim order made against him or makes any general arrangement or composition with creditors or ceases or threatens to cease to carry on business.
In the case of the Charterer being an unincorporated association (i) the Charterer circulates a notice to its creditors inviting them to enter into a composition agreement or the like (ii) the Charterer ceases or threatens to cease to trade or (iii) any member of the association constituting the Charterer dies, becomes insolvent, becomes of unsound mind, commits any act of bankruptcy, has a receiving order made against him, is adjudicated bankrupt, has a bankruptcy order or interim order made against him or makes any general arrangement or composition with creditors or ceases or threatens to case to carry on business.
7. CANCELLATION CHARGES
In the event of the cancellation by the Charterer of any Flight(s), the following cancellation charges will immediately become payable by the Charterer to FlairJet:
If cancellation occurs not less than 14 days before STD, FlairJet shall not be entitled to any cancellation charges and the Charterer shall be refunded the amount paid, as a deposit at the time of booking.
If cancellation occurs between 14 days and 48 hours before STD, FlairJet shall be entitled to a sum equal to 25% of the Charter Price and shall therefore retain the amount paid as a deposit at the time of booking;
If cancellation occurs between 48 hours and STD, FlairJet shall be entitled to a sum equal to 50% of the Charter Price, which shall be offset against the deposit paid at the time of booking and the Charterer shall be invoiced the balance which is due;
If cancellation occurs at any time after STD FlairJet shall be entitled to a sum equal to the Charter Price, which shall be offset against the deposit paid at the time of booking and the Charterer shall be invoiced the balance which is due.
In the event that the Charterer rejects the alternative or substitute aircraft as contemplated in clause 5.1 above, the following cancellation charges will apply:
If cancellation occurs before STD the Charterer shall be entitled to a full refund of all sums paid by it to FlairJet;
If cancellation occurs at any time after STD the Charterer shall be entitled to a full refund of the Charter Price less any reasonable costs, including but not limited to Aircraft positioning, parking or hangarage, crew positioning, Hotel Accommodation (HOTAC), and crew flight pay, incurred by FlairJet up to the point of cancellation.
In the event of the termination of the Agreement by FlairJet pursuant to clause 6.2 above, the following cancellation charges shall immediately become payable by the Charterer to FlairJet:
If the termination occurs 14 days or more before STD FlairJet shall not be entitled to any cancellation charges;
If the termination occurs between 14 days and 48 hours before STD FlairJet shall be entitled to a sum equal to 25% of the Charter Price and shall therefore retain the amount paid as a deposit at the time of booking;
If the termination occurs between 48 hours and STD FlairJet shall be entitled to a sum equal to 50% of Charter Price which shall be offset against the deposit paid at the time of booking and the Charterer shall be invoiced the balance which is due;
If the termination occurs at any time after STD and the Charter has not begun FlairJet shall be entitled to a sum equal to the full Charter Price which shall be offset against the deposit paid at the time of booking and the Charterer shall be invoiced the balance which is due.
If the Aircraft has commenced positioning before any cancellation notice is received in writing to FlairJet, the Charterer shall be liable to FlairJet for all of the costs of positioning and return of the Aircraft to base.
8. DATA PROTECTION POLICY
FlairJet acknowledges the importance of protecting the Charterer’s personal data. FlairJet processes personal data collected under this Agreement for the purposes of facilitating the provision of flight services to the Charterer as required under this Agreement.
Where personal data is processed by FlairJet in the European Union, FlairJet acknowledges that such personal data is subject to the European Data Protection Directive (95/46/EC) (the “Data Protection Directive”) and that FlairJet shall comply with its obligations as a data controller under the Data Protection Directive.
On each occasion that FlairJet undertakes any Flight on behalf of Charterer pursuant to this Agreement it is an implicit condition of FlairJet’s agreement to undertake such Flight that in providing FlairJet with sensitive personal data which relates to the Charterer or to individuals travelling with or on behalf of the Charterer on that flight (“the Charterer Individuals”), the Charterer confirms that all the Charterer Individuals give their implicit consent to the processing of their sensitive personal data by FlairJet or any third party appointed by FlairJet to process data under this Agreement. If requested by FlairJet, the Charterer shall provide written evidence of such consent from the Charterer Individuals. The Charterer shall inform the Charterer Individuals of the processing by the Charterer of their sensitive personal data and the Charterer shall notify FlairJet immediately if any of the Charterer Individuals withholds or withdraws their consent.
The Charterer acknowledges that personal data may be disclosed by FlairJet where required under applicable law, court orders or government regulations (which for these purpose shall be deemed to include any rules, regulations or requirements of any customs or immigration authority which duly demands access to any personal data) or as otherwise may be permitted under the Data Protection Directive.
FlairJet acknowledges that, under the Directive any of the Charterer Individuals has the right to access any personal data processed by FlairJet and/or to request that such personal data is corrected.
The Charterer acknowledges that FlairJet may transfer personal data relating to the Charterer Individuals to third parties for processing in order for FlairJet to provide flight services to the Charterer as required under this Agreement. The parties agree that any transfer of personal data in such circumstances made from within the European Economic Area (“EEA) to a third party based outside the EEA is necessary in order for FlairJet to perform its obligations under this Agreement.
The words ‘personal data’, ‘sensitive personal data’, ‘data controller’, ‘processing’ or ‘process’ shall have the meanings set out in the Data Protection Directive.
9. FORCE MAJEURE
9.1 Neither party shall be liable for any failure to perform any of its obligations under the Agreement where such failure is caused by any event beyond its control including, but not limited to, acts of God, explosions, revolutions, acts of terrorism, hijacking, insurrection, riot, civil commotion, war, national or local emergency, act of government, lock-out, strike, industrial dispute or action, fire, lightning, flooding, embargoes, quarantine, requisition of aircraft or cargo, acts or omissions of third parties, weather conditions, service bulletins, airworthiness directives, accident to the Aircraft or any part of it or the act of any authority. FlairJet shall inform the Charterer if it becomes aware of any event referred to in this clause 9 which is likely to delay any flight beyond the STD. In the event that an event of force majeure prevents the completion of any flight, FlairJet’s sole obligation shall be to reimburse to Charterer a proportionate part of the charter price based on that part of the flight programme which has not been performed.
10.1 All notices and other communications given under or in connection with this Agreement (which shall include facsimile and electronic mail) shall be in English and shall be deemed to have been given and received:
if sent by registered or certified mail on the third (3rd) business day after deposit in the national mail service of the country from which it is sent, postage pre-paid, return receipt requested;
if sent by other means of physical delivery, eg hand delivery or courier service, when delivered to the appropriate address specified under “Other Provisions” in the Schedule;
if sent by facsimile, when transmitted to the appropriate facsimile number specified under “Other Provisions” in the Schedule and the sender’s facsimile machines produces a transmission or verification report confirming that such transmission has been sent;
if sent by electronic mail, when transmitted to the appropriate electronic mail address specified under “Other Provisions” in the Schedule and the sender’s computer produces a transmission or verification report confirming that such transmission has been sent.
10.1.5 If addressed to FlairJet:
Business Aviation Centre
Fax: 0121 663 1921
To the attention of: Mike Chamberlain
If addressed to the Charterer:
As per advised at time of booking
11. GENERAL PROVISIONS
This Agreement including the General Terms and the Schedule shall constitute the entire agreement between the parties hereto in relation to the subject matter hereof and shall supersede all prior agreements and arrangements, whether written or verbal, between the parties.
No variation of this Agreement shall be effective unless made in writing expressed to be such a variation and signed by or on behalf of the parties by their respective authorised officers.
No failure to exercise nor any delay in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any or other exercise thereof or the exercise of any other right or remedy.
The Charterer shall not be entitled to assign any of its rights or obligations under this Agreement whether in whole or in part without the prior consent in writing of FlairJet.
It is not intended by the parties hereto that any provision of the Agreement shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party hereto.
Should any provision of this Agreement be held to be unenforceable for any legal reason then it shall not affect the enforceability of any other provision in this Agreement.
This Agreement may be executed by email or otherwise in counterparts, each of which shall be deemed to be an original and all of which, when taken together, shall constitute one and the same document.
The Carrier shall be entitled at its own discretion and without notice or compensation to the Charterer to use any part of the carrying capacity of the Aircraft unused by the Charterer, except by means of the carriage of additional passengers, and to use any part of the Flight Schedule unused by the Charterer.
12. LIMITATION OF LIABILITY
All carriage under this Agreement shall be subject to the rules relating to liability established by the Warsaw Convention (as amended from time to time) or the Montreal Convention 1999 (the “Conventions”), but to the extent any such carriage is not so subject, then such carriage shall be subject to all applicable laws which extend the provisions of the Conventions to such carriage or which otherwise limit FlairJet’s liability. The liability rules currently applicable to FlairJet, as an EU Company, are set out below following the signature page of this Agreement. FlairJet shall indemnify and hold harmless the Charterer from any liability, cost or expense incurred by it (including reasonable legal fees) in connection with any such FlairJet liabilities under the Conventions or EU laws and regulations.
FlairJet is not a common carrier and shall not be deemed to undertake any carriage to which this Agreement relates as a common carrier.
Except as expressly provided in this Agreement, neither party shall be liable to the other or any passenger(s) in any manner whatsoever (whether arising from negligence of a party, its officers, directors, employees, agents or otherwise) for any loss or damage whatsoever (including, without limitation, consequential loss, special damage or loss of profits), provided that this shall not exclude or restrict either party’s liability for death or personal injury resulting from the negligence of wither party, its employees or agents.
The Charterer shall indemnify FlairJet from and against any and all loss, damage, liabilities, costs and expenses incurred, by FlairJet as a result of or arising from any negligent act or omission or wilful default on the part of the Charterer, its passengers, directors, employees or agents.
Any claim against FlairJet shall be brought under and limited to the terms of the insurance policy and in any event FlairJets’ maximum liability for all uninsured or denied losses whether arising from tort (including negligence), breach of contract or otherwise under or in connection with this Agreement shall not exceed contract value in aggregate.
13. LAW OF AGREEMENT AND JURISDICTION
13.1 This Agreement is governed by and is to be construed in accordance with the laws of England and Wales
13.2 The parties to this Agreement hereby irrevocably submit to the non-exclusive jurisdiction of the courts of England and Wales.
13.3 The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with the Agreement (including a dispute regarding the existence, validity or termination of the Agreement (a “Dispute“)).
EU NOTICE REQUIREMENT – ARTICLE 6(1) EU CARRIERS
Air carrier liability for passengers and their baggage
This information notice summarises the liability rules applied by Community air carriers as required by Community legislation and the Montreal Convention.
Compensation in the case of death or injury
There are no financial limits to the liability for passenger injury or death. For damages up to 100,000 SDRs the air carrier cannot contest claims for compensation. Above that amount, the air carrier can defend itself against a claim by proving that it was not negligent or otherwise at fault.
If a passenger is killed or injured the air carrier must make an advance payment to cover immediate economic needs, within 15 days from the identification of the person entitled to compensation. In the event of death this advance payment shall not be less than 16,000 SDRs.
In case of passenger delay the air carrier is liable for damage unless it took all reasonable measures to avoid the damage or it was impossible to take such measures. The liability for passenger delay is limited to 4,150 SDRs.
In case of baggage delay the air carrier is liable for damage unless it took all reasonable measures to avoid the damage or it was impossible to take such measures. The liability for baggage delay is limited to 1,000 SDRs.
Destruction, loss or damage to baggage
The air carrier is liable for destruction, loss or damage to baggage up to 1,000 SDRs. In the case of checked baggage, it is liable even if not at fault, unless the baggage was defective. In the case of unchecked baggage, the carrier is liable only if at fault.
Higher limits for baggage
A passenger can benefit from a higher liability limit by making a special declaration at the latest at check-in and by paying a supplementary fee.
Complaints on baggage
If the baggage is damaged, delayed, lost or destroyed, the passenger must write and complain to the air carrier as soon as possible. In the case of damage to checked baggage, the passenger must write and complain within seven days and in the case of delay within 21 days, in both cases from the date on which the baggage was placed at the passenger’s disposal.
Liability of contracting and actual carriers
If the air carrier actually performing the flight is not the same as the contracting air carrier, the passenger has the right to address a complaint or to make a claim for damages against either. If the name or code of an air carrier is indicated on the ticket, that air carrier is the contracting air carrier.
Time limit for action
Any action in court to claim damages must be brought within two years from the date of arrival of the aircraft, or from the date on which the aircraft ought to have arrived.
Basis for the information
The basis for the rules described above is the Montreal Convention of 28 May 1999, which is implemented in the Community by Regulation (EC) No2027/97 (as amended by Regulation (EC) No889/2002) and national legislation of the Member States.
EU NOTICE REQUIREMENT – ARTICLE 6(2)
Limits of liability
The applicable limits of liability for your journey on a flight operated by an EU company are as follows:
There are no financial limits for death or bodily injury and the air company may make an advance payment to meet immediate economic needs of the person entitled to claim compensation;
In the case of destruction, loss of, or damage or delay to baggage, 1,000 Special Drawing Rights and, if the value of your baggage is greater than this limit, you should inform the company at check-in or ensure that it is fully insured prior to travel;
3. In the case of delay to your journey, 4,150 Special Drawing Rights.
If your journey also involves carriage by other airlines, you should contact them for information on their limits of liability.