Section 1 DEFINITIONS

 

In this Agreement unless the context otherwise requires:-

“Agreement”

means these General Conditions together with any schedules, appendices or attachments thereto;

“Aircraft”

means any aircraft (or helicopter) for the time being operated in connection with any Flight;

“Charter Price”

means the amount payable by the Charterer to Jet Members in respect of any Flight together with Value Added Tax thereon, if applicable;

“Charterer”

means any person, firm or body corporate chartering, or offering to charter, any aircraft from the Carrier.

“Confidential Information”

means (without limitation) any information whether oral, written or on electronic media relating to this Agreement (including its existence), the business and affairs of the parties and technical and commercial data, marketing and business plans, client lists, prices and pricing information, commercial agreements between the parties and between either party and a third party, information on communications, data, drawings, diagrams, software programs, trade secrets, know-how, all proprietary information and other intellectual property or rights thereto belonging to either party or held by either party under a duty of care to a third party to treat such information as confidential and any other information specifically identified by either party as confidential;

“Flight”

means a flight contemplated by the terms of this Agreement;

“Flight Confirmation”

means the details of any Flight requested by the Charterer as confirmed by Jet Members

“The Operator”

means the operator of the Aircraft used for the performance of any Flight; and

“STD”

means the scheduled departure time of any Flight.

 

Section 2 – LAW

 

2.1 Jet Members may perform a Know Your Customer (KYC) check for the process of identifying and verifying the member's identity when opening an account and periodically over time for the purposes of anti-money laundering.

2.2 This Agreement shall be governed by and interpreted in accordance with English law and the parties hereby submit to the jurisdiction of the English courts.

 

Section 3 - APPOINTMENT OF JET MEMBERS AS AGENT

 

3.1  The Charterer hereby appoints Jet Members as its agent, on its behalf, initially to book a Flight with the Operator, to sign the Operator’s aircraft charter agreement (or similar) and thereafter to make payment, out of the Charterers’ Fund, of the Flight cost and any applicable additional charges payable to the Operator for the performance of the Flight.

3.2  Jet Members as agent for the Charterer as aforesaid shall have no responsibility for the acts, omissions or defaults of the Operator or in respect of the performance or otherwise of any Flight, the sole responsibility for which falls upon the Operator.

3.3  The Charterer hereby appoints Jet Members as its agent, on the Charterer’s behalf, to make such arrangements as may be agreed between the Charterer and Jet Members from time to time for the provision of ancillary services such as, but not limited to, ground transportation, hotel accommodation and concierge services.

 

Section 4 – AIRCRAFT PROCUREMENT – Market Pricing

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4.1  Whenever the Charterer requests Jet Members to arrange a Flight for the Charterer, the Charterer shall contact Jet Members specifying the Charterer’s intended date and time of flying and intended destination.

4.2  In order that Jet Members may procure suitable and appropriate aircraft for charter on behalf of the Charterer, the Charterer shall furnish the following information to Jet Members:

      4.2.1  the date and time (in local) of the proposed Charter Flight(s) to be procured by Jet Members from        the Operator;

      4.2.3  the route or routes of the proposed Flight(s).

      4.2.4  the passenger numbers to be transported on the proposed Flight(s) and

      4.2.5  luggage or special requirements to be carried by the passengers on the proposed Flight(s),

4.3  Jet Members shall act upon the information it receives from the Charterer in order to provide a selection of aircraft options.

4.4 The Charterer shall confirm its acceptance of the Flight Confirmation via a flight confirmation form to Jet Members whereupon Jet Members shall confirm the Flight on behalf of the Charterer with the Operator by signing the Operator’s aircraft charter agreement (or similar) under which the Operator shall provide the Aircraft to perform the Flight, subject to any applicable local regulation, at or around the Charterer’s selected departure and arrival times and on the date the Charterer requires.

4.5  Provided funds have been received by Jet Members and, subject to aircraft availability, Jet Members shall confirm the Flight to the Charterer and issue a Flight Confirmation.

4.6  If any additional charges are incurred such as, but not limited to, Wi-Fi, use of Satellite communications, VIP Catering and ground transportation are applicable to any Flight and not included in the Charter Price, as soon as Jet Members is notified by the Operator of any such charges. The Charterer shall pay Jet Members No later than 7 days from receipt of invoice.

4.7  The Charter Price shall include all applicable passenger taxes, APD, aviation third party liability insurance (including passengers and baggage), security, screening, aircraft landing, handling and parking charges, standard catering and bar in accordance to the specific passenger number provided in clause 4.2.4 (appropriate to the aircraft, time of day the Flight is performed).

4.8 The agreement excludes any additional overnight fees +/- 1 day of date of flight unless expressly stated on the quotation. Any revision to the proposed schedule after confirmation may incur additional overnight and or cancellation fees if the confirmed option cannot accommodate the newly requested schedule.

 

Section 5 - FLIGHT CANCELLATION & FLIGHT REFUNDS

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5.1 If, after the Charterer has confirmed to Jet Members that the Charterer wishes to proceed with a Flight and after Jet Members has confirmed such Flight, the Charterer cancels the Flight, the Charterer shall be liable for and Jet Members shall be entitled to charge the cancellation charges set out in the applicable Flight Cancellation Clauses.

5.2 In the event that the operator is unable to perform the flight, the Operator shall refund to the Charterer such part of the Charter Price previously paid by the Charterer as relates to the Affected Charter Flight(s).

5.3 In the event that the Operator is able to arrange an alternative carrier to operate the Affected Flight(s), but only at an additional cost, the Carrier shall notify the Charterer forthwith and the Charterer shall have the option to charter the Aircraft operated by the alternative carrier provided that, if it so elects, it shall pay to the Supplier such additional costs less any protections otherwise agreed (AOG protection Clause) within the agreement upon demand.

5.4 If the additional costs as still required to be paid for the commencement of the flight and the Charterer does not so elect, the Operator shall, refund to the Charterer such part of the Charter Price previously paid by the Charterer as it relates to the Affected Flights and the Operator shall thereupon be under no further obligation to the Charterer in relation to the Affected Flights.

5.5 The Charterer recognizes that Jet Members is acting as agent for the charterer and shall indemnify Jet Members against any claim by the Charterer and/or passengers arising out of any such variation, cancellation, non-availability or failure to perform the flight brought to the Operator.

5.6 The Charterer recognizes that in certain occasions (such as, but not limited to, the reason of time constraints) Jet Members may proceed with applying for permits, airport fees after confirmation but prior to the receipt of funds which may be listed as a separate cost to the charter flight. In the event of a flight cancellation the charterer shall accept liability for all permit, airport charges incurred as presented to them with supporting documentation. For the avoidance of doubt permit charges, airport fees may be charged separately to the charter flight as a non refundable cost.

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Section 6 - PAYMENT PRIOR TO CONFIRMATION.

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6.1 Notwithstanding clause 5.6 payment is required prior to flight in accordance to the schedule as defined in the charter agreement.

6.2 If the charterer wishes to cancel the flight(s) as set out in the charter agreement returned to Jet Members, then the Charterer shall (without prejudice to any other rights and remedies which Jet Members may have) pay Jet Members all amounts then due and unpaid to Jet Members together with interest thereon (if any) at a rate of 4% per year above the base rate in force from time to time of National Westminster Bank calculated on a daily basis from the due date until date of payment.[TR1] 

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Section 7 - OPERATIONAL PROVISIONS

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7.1  Jet Members shall procure the Operator to provide the Aircraft at the commencement of the Flight properly manned and equipped in accordance with the laws and regulations of the state of registration of the Aircraft and the Aircraft shall be operated in accordance with all applicable laws and regulations during the period of the Flight(s).

7.2  STD is approximate and not guaranteed and the Operator is entitled to deviate from the Flight schedule and/or the duration of the Flight and/or to reduce the maximum payload. The captain of the Aircraft shall have complete discretion concerning preparation of the load carried and its distribution and of the Aircraft for flight, whether or not a Flight shall be undertaken or abandoned once undertaken and deviation from proposed route, where landing shall be made and all such other matters relating to the operation of the Aircraft (including diversion) and the Charterer shall accept all such decisions as final and binding and any additional charges arising therefrom shall be borne by the Charterer.

7.3  All ground and operating personnel, including cabin staff, are authorised to take orders only from the Operator unless specific written agreement shall first have been obtained from the Operator whereby certain defined instructions may be accepted by such personnel from the Charterer.

7.4  The performance of any Flight is conditional upon the Operator obtaining slots, traffic rights and all permits necessary for the operation of the Flight and is subject to airport opening and closing times, weather conditions and crew duty time limitations.

7.5  Jet Members shall (if applicable) procure that the Operator shall supply or procure the supply of passenger tickets, baggage checks and all other necessary documents relating to transportation of the Charterer and/or its passengers and baggage and the Charterer shall give to Jet Members all necessary information and assistance for the completion of such documents and, in any event, in sufficient time to be completed for issue to passengers.

7.6  The Charterer shall be solely responsible for ensuring that its passengers and their baggage arrive at the specified check-in point at the departure airport in sufficient time to be carried on any Flight. In the event that any passenger of the Charterer fails to arrive in sufficient time to be carried on the Flight, Jet Members shall be under no liability whatsoever to the Charterer nor to such passenger. Jet Members shall be under no obligation to make any alternative arrangements for any such passenger.

7.7  In the event of any delay (other than any delay for technical reasons the responsibility for which shall lie with the Operator) deviation or diversion of any Flight, the Charterer shall be solely responsible for any and all accommodation, refreshments, meals, transportation or any other additional costs, expenses, losses, damages or liabilities of whatsoever nature incurred in respect of the Charterer’s passengers wherever and howsoever the same shall arise.

7.8  The Charterer shall comply in all respects with the conditions of all permits, licenses and authorities granted for the Flights and the Charterer will procure compliance therewith on the part of all the Charterer’s passengers.

7.9  The Charterer shall comply and procure that all the Charterer’s passengers shall comply with all applicable customs, police, public health, immigration and other lawful regulation of any state to/from or over which the Aircraft is or may be flown and shall have on their person, when undertaking an international Flight, passports, visas and all other necessary documentation to enable them to travel on the Flight(s).

 

Section 8 - INDEMNITY

 

8.1  The Charterer shall indemnify Jet Members, its officers, employees, agents or subcontractors against any loss, damage, liabilities, actions, proceedings, costs or expenses of whatsoever nature caused to, suffered, sustained or incurred by Jet Members or its officers, employees, agents or subcontractors arising out of any act or omission of the Charterer or, if applicable, the Charterer’s officers, employees, agents or passengers whether arising in contract or tort (including negligence) or otherwise including, in particular, any arising from any default on the part of the Charterer or its passengers in complying with any of the provisions of this Agreement.

8.2  The Charterer shall hold Jet Members harmless against any claim brought against Jet Members by the Operator or any third party caused by any act or omission on the part of the Charterer or that of any of its passengers.

8.3  In the event that any passenger of the Charterer is refused entry at any destination airport, the Charterer shall indemnify Jet Members and keep Jet Members indemnified against any and all cost or expense whatsoever incurred by Jet Members in respect thereof (including but not limited to charges, fees, penalties, imposts or other expenses levied upon the Operator or Jet Members by any immigration authority) or of any arrangements made by the Operator and/or Jet Members to return such passenger to the country from which such passenger was originally carried and Jet Members shall be entitled to debit the Fund in respect thereof.

 

Section 9 - EXCLUSION OF LIABILITY

 

9.1  Jet Members shall be under no liability to the Charterer for any failure by Jet Members to perform its obligations under this Agreement arising from force majeure or any other cause beyond its control including but not limited to labour disputes, strikes or lock-outs or other industrial disturbances, accidents to or failure of the Aircraft, engines or any other part thereof or any machinery or apparatus used in connection therewith, Acts of God, weather, acts of the public enemy, war or ancillary operations, blockade, failure of public utilities, unavailability of fuel, quarantine restrictions, fire, epidemics, smog, fog, flood or any restrictive act of government.

9.2  Jet Members shall be under no liability to the Charterer or to any passenger of the Charterer in respect of any delay or variation to or cancellation of any Flight which results from the acts or omissions of Jet Members or for any failure by the Operator to perform any Flight, unless the same arises by reason by Jet Members gross negligence or wilful misconduct or on the part or of its officers, employees, agents or subcontractors.

9.3  Neither the Operator nor Jet Members shall be deemed to undertake any carriage to which this Agreement relates as a common carrier.

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Section 10 - DATA PROTECTION

 

10.1 The parties acknowledge that Jet Members may have access to “Personal Data”, (as defined in the Data Protection Act 1998 (as amended or re‑enacted)) of the Charterer, except as required for the performance of its obligations under this Agreement.

 

Section 11 – CONFIDENTIALITY

11.1  Neither party shall use, copy, disclose or part with possession of any Confidential Information or data of the other which is disclosed or otherwise comes into its possession directly or indirectly as a result of this Agreement provided that this obligation shall not apply to Confidential Information which:

11.1.1 The receiving party can prove that it was in its possession at the date it was received or obtained; or

11.1.2  the receiving party obtains from some other person with good legal title thereto; or

11.1.3  comes into the public domain otherwise than through the default or negligence of the receiving party.

11.2  The obligations of confidentiality contained in Clause 11 shall continue in force notwithstanding termination of this Agreement, however it occurs.

11.3 The obligations of confidentiality contained in this Clause 11 shall not be construed to prohibit disclosure of, and each party may, if necessary, disclose the Confidential Information or any portion thereof pursuant to compulsion of law.

 

Section 12 - GENERAL

 

12.1  Any notice required to be given under this Agreement shall be in writing and shall be deemed duly given if left at or sent by first class post, facsimile message or email to the address set out above or to any such address notified by one party to the other for such purpose.

12.2  This Agreement sets out the entire agreement and understanding between the parties or any of them in connection with the subject matter thereof and supersedes any prior representations, agreements, conditions, statements, negotiations and undertakings whether made orally or in writing in relation thereto.

12.3  No party has relied on any warranty or representation of any other party except as expressly stated or referred to in this Agreement.

12.4  No variation of this Agreement shall be effective unless made in writing and signed by both parties.

12.5  No failure by Jet Members to exercise and no delay by Jet Members in exercising any right, power of privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies provided by law.

12.6  The Charterer shall not be entitled to assign the benefit of this Agreement.

12.7 All indemnities contained within this Agreement shall survive the termination of this Agreement, however it may occur.

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