General Terms and Conditions
1. DEFINITIONS
Unless the context requires otherwise, the following definitions apply in this Agreement:
“Contract” means the passenger charter agreement, including the flight schedule and any related appendices and attachments;
“Aircraft” means the aircraft used in connection with each flight;
“Reference Date” means the date stated in the flight schedule;
“Carrier” means the operator of the aircraft;
“Charter Price” means the amount specified in the flight schedule;
“Flight” means a flight documented in the flight schedule;
“Flight Schedule” means the schedule forming the basis of this contract; and
“STD” stands for Scheduled Time of Departure and refers to the planned departure time of a flight.
2. CHARTER PRICE AND PAYMENT
2.1 The Charterer shall pay the Broker the Charter Price in accordance with the payment terms specified in the Flight Schedule, including timing, currency, amount, and recipient details.
2.2 In the unlikely event of a significant increase in fuel costs between the Reference Date and the Flight Date, the Charterer may be required to compensate the Broker for the additional costs incurred.
2.3 The due date of the Charter Price forms an essential part of this Agreement.
2.4 No set-off or counterclaim (whether under this Agreement or any other agreement) shall entitle the Charterer to withhold any payment due to the Broker. If any deduction is required by law, the Charterer shall pay the additional amount necessary to ensure the Broker receives the full amount due.
2.5 Demurrage/standby charges may be applied in exceptional cases. The aircraft charter price may be converted into an hourly flight rate for this purpose.
3. AIRCRAFT AND CREW
3.1 The Provider shall ensure that the Carrier supplies a properly equipped, crewed, and fuelled aircraft at the start of the flight, compliant with applicable aviation regulations. Flight operations shall be conducted in accordance with all applicable laws and regulations. If a delay occurs without fault of the Broker or Carrier, the Charterer shall pay standby charges as specified in the Flight Schedule.
3.2 Flight times shown in the schedule are estimates and are not guaranteed. The Carrier may deviate from the schedule, route, or payload limits. All operational decisions, including diversion or termination of a flight, remain at the Captain’s discretion and are binding on the Charterer.
3.3 Ground and cabin crew shall follow instructions solely from the Carrier unless otherwise agreed in writing.
3.4 The Broker may substitute the aircraft and/or Carrier at its discretion without prior notice. Any substitute shall be deemed the Aircraft and Carrier under this Agreement.
4. TRAVEL DOCUMENTS
The Broker shall instruct the Carrier to issue all necessary travel documents. The Charterer shall provide all required passenger information and assist in completing documentation in a timely manner.
5. FLIGHT TIMES, PASSENGERS AND HANDLING
5.1 The Charterer is responsible for ensuring passengers and baggage arrive on time. The Broker accepts no responsibility for missed flights. No alternative transport is required to be provided.
5.2 In case of delay, diversion, or disruption (excluding technical faults attributable to the Carrier), the Charterer is responsible for all associated costs including accommodation, meals, transport, and other expenses.
5.3 If boarding is denied at a destination airport, the Charterer shall indemnify the Broker against all resulting costs, penalties, and repatriation expenses.
5.4 If the Carrier ceases operations, becomes insolvent, loses its operating certificate, or the aircraft becomes unavailable for any reason, the Broker will attempt to arrange an alternative carrier without additional cost to the Charterer where possible.
5.5 If no alternative can be arranged, the Broker shall refund the prepaid amount for affected flights in accordance with Clause 10.
6. OBLIGATIONS OF THE CHARTERER
6.1 The Charterer is responsible for ensuring all passengers have valid documentation and required permits.
6.2 The Charterer shall indemnify the Broker against all claims arising from breach of this Agreement.
6.3 The Charterer is responsible for all required travel documentation.
6.4 The Charterer must ensure compliance with all customs, immigration, and health regulations.
7. LIABILITY AND INDEMNITY
7.1 The Broker shall not be liable for cancellations, schedule changes, or non-availability caused by the Carrier.
7.2 The Broker is not liable for failures due to force majeure, strikes, or other events beyond its control.
7.3 The Charterer shall indemnify the Broker against claims arising from such disruptions.
7.4 The Charterer shall indemnify the Broker for any losses arising from their actions or omissions.
7.5 The flight does not constitute public transport.
7.6 International carriage is subject to the Warsaw Convention and/or Montreal Convention.
The Broker shall not be liable for personal injury, death, or loss unless caused by wilful misconduct or gross negligence.
8. TERMINATION
This Agreement may be terminated if:
8.1 the Charterer fails to make payment;
8.2 the Charterer breaches obligations and fails to remedy within 14 days;
8.3 insolvency proceedings occur;
8.4 bankruptcy proceedings are initiated;
8.5 liquidation or administration proceedings begin;
8.6 enforcement actions are taken against assets;
8.7 creditors’ arrangements are made;
8.8 business operations cease;
8.9 significant adverse changes occur in business condition;
8.10 any similar event affecting guarantors occurs.
8.11 CANCELLATION FEES:
- 10% more than 7 days before departure
- 25% between 7 days and 48 hours
- 50% between 48 and 24 hours
- 100% within 24 hours of departure
9. DEFAULT
9.1 Upon termination, all outstanding amounts become immediately due.
9.2 The Charterer shall indemnify against passenger claims arising from termination.
10. SET-OFF AND PAYMENTS
The Broker may offset any payments owed under this Agreement at its discretion.
11. GENERAL
11.1 Notices must be in writing and are deemed delivered when sent by post or fax.
11.2 Time is of the essence.
11.3 This Agreement constitutes the entire agreement between the parties.
11.4 No reliance may be placed on representations not expressly included.
11.5 Amendments must be in writing and signed.
11.6 Confidentiality applies to all commercial terms.
11.7 Rights are cumulative and not waived by partial enforcement.
11.8 No assignment is permitted without consent.
11.9 No liability for indirect or consequential losses.
12. SURVIVAL
All indemnities survive termination of this Agreement.
13. GOVERNING LAW AND JURISDICTION
This Agreement is governed by the laws of England and Wales and subject to the non-exclusive jurisdiction of the English courts.
