General Conditions Of Passenger Aircraft Charter

These General Conditions of Passenger Aircraft Charter (“General Conditions”) are applicable to all passenger aircraft charters organized by Avior (Intermediary) for and upon request of the Charterer.

Terms used in the Agreement shall have the same meanings as are ascribed thereto these General Conditions unless otherwise specified therein. « Agreement » means this Passenger Aircraft Charter Agreement including the Schedule, General Conditions and any appendices or attachments thereto; « Aircraft » means any aircraft for the time being operated in connection with any Flight; « Base Date » means the base date stated in the Schedule; « the Carrier » means the operator of the Aircraft as specified in the Schedule; « Charter Price » means the amount set out in the Schedule; « Flight » means a flight described in the Schedule; « Schedule » means the schedule to this Agreement; and “STD” means the scheduled departure time of any Flight.

2.1 The Charterer shall pay to the Intermediary the Charter Price at the time, in the currency, in the amounts and to the address specified in accordance with the provisions set out therefor in the Schedule.

2.2 The Charter Price specified in the Schedule is based on aviation fuel costs calculated on the Base Date. If for any reason whatsoever there shall be any increase in the cost of aviation fuel between the Base Date and the date of operation of any Flight, then the Charterer shall pay to the Intermediary on demand such amount as shall fully compensate the Carrier for such increase.

2.3 Time of payment of the Charter Price shall be of the essence of this Agreement.

2.4 No set-off or counterclaim (whether arising in respect of this Agreement or any other carriage) shall entitle the Charterer to withhold payment of any sums whatsoever payable to the Intermediary under or by reason of this Agreement. In the event that the Charterer is required to withhold any part of any payment payable by it to the Intermediary hereunder or to make any deduction therefrom, it shall pay such additional amount as may be necessary so that, after making such withholding or deduction, the Intermediary shall receive from the Charterer the full amount of such payment.

3.1 The Charterer acknowledges that the Intermediary acts solely as an intermediary between the Charterer and the Carrier in connection with the provision of the Aircraft for any Flight. The Carrier shall be responsible for providing the Aircraft at the commencement of the Flight properly manned and equipped fueled and airworthy 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).

3.2 The times set out in the Schedule are approximate and not guaranteed and the Carrier 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 Aircraft for flight, whether or not a Flight shall be undertaken or abandoned once undertaken, any deviation from proposed route, where landing shall be made and all such other matters relating to the operation of the Aircraft and the Charterer shall accept all such decisions as final and binding. In the event that any Flight is delayed through the fault of the Charterer or any passenger, the Charterer shall pay to Intermediary demurrage at the rate set out in the Schedule.

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

3.4 The Carrier may in any event without any liability to any passenger refuse to carry or remove en-route, if appropriate, any passenger or his baggage where, in the exercise of its reasonable discretion, the Carrier decides that:

• such action is necessary for reasons of safety; or
• such action is necessary in order to comply with any applicable laws, regulations or orders of any state or country to be flown from into or over; or
• the conduct, status, age or mental or physical condition of the passenger is such as to:
  – require special assistance of the Carrier; or
  – cause discomfort or make himself objectionable to other passengers, or
  – involve any hazard or risk to himself or other persons orto property; or
• such action is necessary because the passenger has failed to observe the instructions of the Carrier; or
• the passenger has failed to submit to or pass any required security check; or
• the passenger’s baggage has not been cleared by all appropriate baggage screening checks; or
• the passenger does not appear to be properly documented; or
• the person presenting the ticket cannot prove that he is the person named on the ticket or the ticket otherwise appears to have been acquired unlawfully or otherwise than from the Carrier or Intermediary; or
• the passenger is not in possession of a valid ticket or any part of the passenger’s ticket has been mutilated, altered by anyone other than the Carrier or Intermediary (if authorized so to do) or is presented without the passenger coupon and all unused flight coupons.
• In the event that it is necessary in the flight crew’s reasonable opinion for the Aircraft to be diverted in flight for the purpose of removing any passenger in accordance with the provisions of Clause 3.4 above (whether by reason of the passenger’s conduct or physical or mental condition or for any other reason), the Charterer shall indemnify the Intermediary against any losses, costs, expenses, claims or liabilities which the Carrier may incur as a consequence.

The Carrier shall supply or procure the supply of passenger tickets, baggage checks, air waybills and all other necessary documents relating to the carriage undertaken pursuant to this Agreement and the Charterer shall give to the Intermediary all necessary information and assistance to complete such documents as soon as possible after the making of this Agreement and, in any event, in sufficient time to be completed for issue to passengers.

5.1 The Charterer shall be solely responsible for ensuring that 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 the Intermediary shall be under no liability whatsoever to the Charterer nor to such passenger. The Intermediary shall be under no obligation hereunder to make any alternative arrangements for any such passenger. If the Carrier, in its absolute discretion, arranges for any such passenger to be carried on a later flight, the Charterer shall pay on demand to the Intermediary such additional sum that the Intermediary may specify for each such passenger to cover applicable passenger taxes and the administrative costs of the Carrier and the Intermediary thereby incurred.

5.2 In the event of any delay (other than any delay for technical reasons the responsibility for which shall lie with the Carrier) 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. All such costs, expenses, losses, damages or liabilities incurred by the Carrier shall be reimbursed by the Charterer to the Intermediary on demand.

5.3 In the event that any passenger of the Charterer is refused entry at any destination airport, the Charterer shall indemnify and keep indemnified the Intermediary, its officers, employees, servants and agents against any and all cost or expense whatsoever incurred by the Intermediary in respect thereof (including but not limited to charges, fee, penalties, imposts or other expenses levied upon the Carrier or the Intermediary by any immigration authority) or of any arrangements made by the Carrier and/or the Intermediary to return such passengers to the country from which such passenger was originally carried.

6.1 The Charterer shall only liaise with the Intermediary with respect to performance of this Agreement and shall not approach the Carrier or Operator directly.

6.2 The Charterer shall comply with all the requirements of the Intermediary in relation to the performance of all of the Charterer’s obligations as set out in this Agreement.

6.3 The Charterer shall hold harmless and indemnify the Intermediary against all claims, demands, liabilities, actions, proceedings and costs of any kind whatsoever arising from any default on the part of the Charterer or any passenger of the Charterer in complying with any of the provisions of this Agreement.

6.4 The Charterer shall comply in all respects with the conditions of all permits, licenses and authorities granted for the Flights and will procure such compliance on the part of all its passengers.

6.5 The Charterer shall be responsible for the issue and delivery of all necessary passenger tickets, baggage checks and other necessary documents to all passengers.

6.6 The Charterer shall comply and shall procure that all its 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.

6.7 The indemnities contained in this Clause 6 shall survive the termination of this Agreement.

7.1 The Intermediary shall be under no liability to the Charterer or to any passenger of the Charterer in respect of any variation to or cancellation of any Flight or the non-availability of any seats which results from the acts or omissions of the Carrier, or for any failure by the Carrier to perform any Flight and the Charterer hereby acknowledges to the Intermediary that in any such event the Charterer shall only have recourse against the Carrier.

7.2 Force Majeure.

• 7.2.1. The Intermediary shall be under no liability to the Charterer for any failure or delay by the Intermediary and/or by the Carrier to perform their respective obligations under this Agreement arising from any circumstances whatsoever beyond the reasonable control of Carrier and/or Intermediary including, but not limited to (i) the actions of third parties; (ii) labor difficulties; (iii) inclement weather; (iv) any natural disasters; (v) any technical breakdown, defect or accident to the Aircraft or any part thereof or any machinery or apparatus to be used in relation to the Aircraft, preventing it from flying; (v) epidemics, pandemics, local outbreaks of infectious diseases and their implications, including but not limited to inability or delay of the employees to perform their duties due to disease, lockdown, quarantine, curfew, any other related governmental restrictions (“Force Majeure”). In the event of Force Majeure, the Carrier will use its reasonable endeavors to perform or continue the Flight Schedule but in any case the Carrier and the Intermediary will have no liability to Charterer or any passengers for such non-performance or delay and any time so lost will not count in computing demurrage.
• 7.2.2. In case of occurrence of a Force Majeure event, the Intermediary will notify the Charterer of such event immediately when it became aware of its occurrence. It is understood, acknowledged and accepted by the Charterer that the Intermediary shall not be under any obligation to provide to the Charterer an alternative solution such as a replacement aircraft and the Intermediary shall not be held liable for any costs, expenses, damages, losses, including all direct, indirect and consequential losses, incurred by Charterer or any passengers as a result of such event.
• 7.2.3. Notwithstanding conditions 7.2.1, 7.2.2 herein, the Charterer shall be liable to pay the Intermediary such portion of the Charter Price as shall be proportionate to that part of the Flight Schedule which has been performed together with all passengers expenses and any additional charges payable by the Charterer pursuant hereto.

7.3 The Charterer shall indemnify the Carrier and the Intermediary against any claim by any passenger of the Charterer or any other third party arising out of any such variation, cancellation, non-availability or failure to perform obligations provided always that if the Intermediary receives any refund from the Carrier in respect of any such varied, cancelled or unperformed Flights or unavailable seats which have already been paid for by the Charterer, the Intermediary shall (subject to the provisions of Clause 10 hereof and provided always that the Charterer shall have duly fulfilled its obligations under this Agreement), repay such refund to the Charterer.

7.4 The Charterer shall indemnify the Intermediary against any loss, damage, liabilities, costs or expenses of whatsoever nature caused to be suffered or incurred by the Carrier or by the Intermediary and their respective officers, employees agents or subcontractors arising out of any act or omission of the Charterer or its officers, employees or agents whether arising in contract or tort (including negligence) or otherwise.

7.5 The Carrier shall not be deemed to undertake any carriage to which this Agreement relates as a common carrier.

7.6 Carriage of the passengers shall be subject to the conditions of carriage contained or referred to in the traffic documents of the Carrier including its General Conditions of Carriage.

7.7 The Charterer hereby acknowledges to the Intermediary that it recognizes that the Intermediary acts only as Intermediary for the Carrier and that the Intermediary is not in any way responsible for the acts, omissions or defaults of the Carrier or the failure of the Carrier to perform its obligations contemplated hereunder.

7.8 The indemnities contained in this Clause 7 shall survive the termination of this Agreement.

This Agreement may be terminated immediately upon notice from the Intermediary to the Charterer upon the occurrence of any of the events specified below:-

8.1 the Charterer defaults in the payment of any amount payable hereunder on due date; or

8.2 the Charterer is in breach of any of its other obligations hereunder which if capable of remedy has not been remedied within 14 days of receipt of written notice from the Intermediary requiring remedy of such breach; or

8.3 the Charterer admits in writing its inability to pay or becomes unable to pay its debts within the meaning of section 123 of the Insolvency Act 1996; or

8.4 a petition is presented for an administration order to be made up in relation to the Charterer; or

8.5 proceedings are started or any steps are taken for the winding-up or dissolution of the Charterer or for the appointment or a receiver, administrative receiver, trustee, supervisor or similar officer of the Charterer or any or all of its revenues and assets; or

8.6 an encumbrancer takes possession of any of the Charterer’s revenues or assets, or any security created by the Charterer becomes enforceable and the mortgagee or chargee takes steps to enforce the same (including without limitation by appointing a receiver or administrative receiver to any of the assets of the Charterer); or

8.7 the Charterer convenes a meeting or takes any steps for the purpose of making or proposes to enter into or make any arrangement or composition for the benefit of its creditors; or

8.8 a distress or other execution is levied or enforced upon or against any part of the Charterer’s property; or

8.9 the Charterer suspends or ceases or threatens to suspend or cease to carry on its business or (expect in the ordinary course of business) it sells, leases, transfers or otherwise disposes of or threatens to dispose of all or any substantial part of its undertakings or assets (whether by a single transaction or by a series), or all or any substantial part of its assets are seized or appropriated by or on behalf of any governmental or other authority or are compulsory acquired; or if anything analogous to the events referred to in 8.3 to 8.8 above occurs in any jurisdiction in which the Charterer conducts its business; or

8.10 in the opinion of the Intermediary a material adverse change occurs in the business, assets, condition, operations or prospects of the Charterer; or

8.11 any of the events specified in this Clause 8 occur in relation to any guarantor of the Charterer’s obligations hereunder.

9.1 If this Agreement is terminated under Clause 8, then the Charterer shall (without prejudice to any other rights and remedies which the Intermediary may have) pay forthwith to the Intermediary all amounts then due and unpaid hereunder, together with interest thereon (if any) at the rate specified in the Schedule and the Charterer shall indemnify and keep the Intermediary indemnified against all loss, damage, costs, expense, claim or liability incurred or sustained by the Intermediary as a result of such termination and the Intermediary shall be entitled to retain any initial deposit paid by the Charterer pursuant to any provisions therefor set out in the Schedule.

9.2 The Charterer shall indemnify the Carrier and the Intermediary against any claims by any passenger of the Charterer arising out of the termination of the Agreement

9.3 The indemnities contained in the Clause 9 shall survive the termination of this Agreement.

The Intermediary may at any time without notice to the Charterer at its discretion set-off any amounts paid by the Charterer to the Intermediary hereunder against any amounts then due to the Intermediary under this Agreement or against any amount due at such time from the Charterer to the Intermediary.

11.1 The Charterer declares that neither the Charterer’ Company nor any of its subsidiaries nor, to the knowledge of the Charterer’ Company, any director, officer or employee of the Charterer’ Company or any of its subsidiaries is currently subject to any US, UN, EU or UAE sanctions administered by any Trade Compliance Authorities, including but not limited to, the Office of Foreign Assets Control of the U.S. Department of the Treasury, (together the “Trade Compliance Regulations”).

11.2 The Charterer declare to be aware of all economic sanctions laws, anti-boycott laws and trade restrictions imposed by the US, UN, the UAE and EU, as may be amended from time to time, and warrant to comply with them in all respects related to the performance of this contract.

11.3 This warranty refers particularly but not exclusively to the nominated aircraft, to whoever may own, control, operate or have chartered the aircraft, to Charterer’ documentary instructions, to any intervening Banks, and in general to any other person, company or entity involved in the performance of this contract.

11.4 The Charterer shall indemnify Sellers and hold them fully harmless in the event of loss or damage suffered by the Intermediary, their principals or their affiliates, as a result of any breach, whether intentional or not, of the above mentioned economic sanctions laws, anti-boycott laws and/or trade restrictions by Charterer or any of the persons, companies and entities comprised in the Charterer’ warranty under the terms of this clause.

11.5 Nothing in this contract is meant to require either party to take any action which is likely to place it or its affiliates in a position of non-compliance with, or in contravention of, the above mentioned laws and restrictions. In particular, but without limitation, the Intermediary shall at any time be entitled to reject or withdraw acceptance of any service where the acceptance of such service would place them or their affiliates in a position of non-compliance with, or in contravention of, the said laws and restrictions.

11.6 The Intermediary is not obligated to proceed, and is excused under this agreement from proceeding, with any transaction or conduct that it reasonably believes would result in a violation by the Intermediary or the Charterer of the Trade Compliance Regulations.

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 or facsimile message to the address herein stated of the party to whom it is to be given. Any such notice shall be deemed to be served at the time when the same is handed to or left at the address of the party to be served and if served by post on the day (not being a Sunday or Public Holiday) next following the day of posting or if served by facsimile message upon the day such facsimile message is sent.

12.2 This Agreement sets out the entire agreement and understanding between the parties or any of them in connection with the charter of the Aircraft as described herein and supersedes any prior representations, agreements, conditions, 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 claims shall be made against the Intermediary in respect of any representation warranty indemnity or otherwise arising out of or in connection with the charter of the aircraft except where such representation, warranty or indemnity is expressly contained or incorporated in this Agreement.

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

12.6 The Charter Price, payment terms and other commercial terms contained in this Agreement are confidential to the parties and may not be disclosed to third parties without prior approval.

12.7 No failure by the Intermediary to exercise and no delay by the Intermediary 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.

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

12.9 Disclaimer: Avior is an air charter broker. Avior is not an aircraft operator or a direct air carrier and is not in operational control of aircraft.

13.1 The Intermediary may disclose data received from the Charterer and information related to the services to the extent required by a court of competent jurisdiction or other governmental authority, regulator, bank or otherwise as required by law, including without limitation disclosure obligations imposed under anti-money laundering and counter terrorist financing regulations (as may, inter alia, be applicable to crypto currency payment service providers).

13.2 The Intermediary shall use commercially reasonable efforts to include in its contracts with the Third Party Service Providers provisions which impose obligations on Third Party Service Providers that are consistent with the applicable Data Protection laws and policies of the Intermediary.

14.1 This Agreement shall be governed by and interpreted in accordance with English law.

14.2 The Parties hereto hereby irrevocably agree that any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be subject to the exclusive jurisdiction of the Courts of the Dubai International Financial Centre.

Title: General Conditions of Passenger Aircraft Charter

Document No / AV-988A / 

Original Issue Date: 2022-JUN-01