Charter Booking Terms and Conditions

The following conditions apply to all charters organised by “Exact Aviation” hereafter referred to as “Exact Aviation” and exclude all other terms, conditions, warranties and representations except any specifically agreed between the parties in writing.

1	DEFINITIONS
1.1	In these conditions the following expressions shall have the following meanings:
1.2	“Agreement” shall mean the charter booking and these General terms
1.3	“Aircraft” shall mean any aircraft which the charterer has agreed to charter from “The Carrier”
1.4	“Charterer” shall mean the company, firm, corporate body or person entering into this Agreement as identified in the charter booking
1.5	“Charter Booking” means the schedule/flight signed for by the charterer
1.6	“Charter Price” is the price for the charter as set out in the charter booking and such services as are agreed in advance between the charterer and the Carrier
1.7	“Charter Contract” shall mean the contract between the charterer and the operator for the operation of the flight schedule
1.8	“Operator” shall mean the operator of the aircraft or any of its employees, officers and directors
1.9	“Parties” shall mean the Carrier and the charterer
1.10	“Flight Schedule” refers to the place of departure, place of destination and any stopping points together with dates and times as set out in the charter booking
1.11	“STD” means the scheduled time of departure in the flight schedule
1.12	“General Terms” are the specifics set out below
2	THE CHARTER BOOKING
2.1	Exact Aviation shall arrange that the operator provides the aircraft crewed, maintained and fully equipped for the flight schedule. The charterer agrees that the carriage will be provided by the operator who will have sole responsibility for the operation of the flight schedule. The charterer accepts that Exact Aviation is acting as agent only for the charterer and the operator in arrangement of the charter contract. The charterer also accepts that the crew of the aircraft are servants and agents of the operator and shall be authorised to take instructions only from the operator unless otherwise agreed by the operator in writing prior to the commencement of the flight schedule.
2.2	If at any time prior to the STD the aircraft becomes unserviceable or unavailable for any reason, Exact Aviation will endeavour to find another suitable operator for the same cost. Should this prove to be impossible Exact Aviation will endeavour to find another aircraft at a price as close to the original charter price as possible. If the charterer does not accept the alternative aircraft Exact Aviation shall return the charter price to the charterer and shall not be under any further liability whatsoever to the charterer. The charterer shall remain liable to pay for any part of the flight schedule that has already been undertaken.
2.3	The charter price includes the following: fuel, maintenance, oil, ground handling and crew remuneration. All other costs including, but not limited to royalties, clearance fees, licence fees, baggage screening charges, security charges, airport/passenger taxes, ground transfers, ground accommodation, onboard satellite phones and any other services whatsoever arising shall be paid by the charterer.
2.4	The charterer shall pay promptly to Exact Aviation in the currency stated the charter price immediately on receipt of the invoice unless credit has been agreed in writing prior to this agreement. For the purpose of this clause time shall be of the essence of this agreement and non-payment of the charter price when the same becomes due shall entitle Exact Aviation to suspend or cancel the flight schedule without liability and without prejudice to the Carrier’s right to claim from the charterer the monies remaining unpaid.
2.5	If the charterer shall delay in making any payment to Exact Aviation when the same falls due interest on the overdue amount shall be payable at 2% above the base rate of HSBC Bank per month or part of a month, compounded monthly.
2.6	In the event of there being an increase in the cost to Exact Aviation performing any of its obligations under the agreement and completion of the flight schedule which is beyond the control of Exact Aviation, then Exact Aviation may give written notice thereof to the charterer and the price payable by the charterer shall thereby be increased by the amount directly attributable to such increase and shall be payable within 7 days after receipt of such notice.
3	CAPTAIN’S DISCRETION
3.1	The captain shall have absolute discretion to:
3.2	Refuse any passenger(s), baggage or cargo or any part thereof passenger
3.3	Decide what load may be carried on the aircraft and how it shall be distributed
3.4	Decide whether and when a flight may be safely undertaken and where the aircraft should land
3.5	Decide if the aircraft requires to be de-iced or hangared to prevent icing
4	LOADING AND PACKING
4.1	Subject as otherwise provided in these terms and conditions loading and unloading of the aircraft shall be at the expense of the operator.
4.2	The charterer shall ensure that any goods to be transported are sufficiently and properly packed for carriage and shall supply adequate dunnage and tie-down material taking into account all reasonable demands of the operator’s regulations and where necessary complying with the IATA restricted Article Regulations.
4.3	Charges for ground transportation, warehouse and customs clearance shall be at the expense of the charterer.
5	UNUSED CAPACITY
5.1	The operator shall be entitled at its own discretion and without compensation to use any part of the carrying capacity of the aircraft unused by the charterer (except for the purpose of the carriage of additional passengers) and to use any part of the flight schedule unused by the charterer.
6	NON PERFORMANCE OR DELAYS
6.1	If the performance of the flight schedule is prevented or delayed by the charterer or anyone acting on its behalf including (but not limited to) any passenger arriving later than 20 minutes before the STD, the operator may at its absolute discretion and without liability depart as scheduled or delay the departure.
6.2	In the event of non-performance of the charter contract or delay caused by actions of third parties, labour difficulties, force majeure, including but not limited to inclement weather, volcanic ash disruption, technical breakdown, accident to the aircraft or any part thereof the operator shall use all reasonable endeavours to perform or continue the flight schedule but otherwise shall have no liability to the charterer whatsoever.
6.3	In the event of non-performance of the charter contract or delay under clause 6.2 above, the charterer shall be liable to pay Exact Aviation such proportion of the charter price as shall apply to that part of the flight schedule which has been performed together with any additional charges and expenses payable by the charterer pursuant to these general terms.
6.4	The operator shall be entitled to depart from the flight schedule where necessary in its reasonable opinion and any additional expenses applicable shall be borne by the charterer.
6.5	If for any reason beyond the operators control the aircraft is diverted from any destination shown in the flight schedule to another destination the flight shall be deemed to be complete when the aircraft lands at that other destination.
7	CANCELLATION CHARGES
7.1	In the event of a cancellation of the charter by the charterer or any part of it the charterer shall be obliged to make payment in full to Exact of the cancellation charges set out below:
7.1.1	From execution of the agreement and up to 7 days prior to the STD — 20% of the full charter price
7.1.2	Between 7 days and 72 hours — 35% of the full charter price
7.1.3	Less than 72 hours — 70% of the full charter price
7.1.4	Less than 48 hours or if no show by charterer — 100% of the full charter price
7.2	Exact Aviation may apply monies already received from the charterer in satisfaction of such cancellation charges
8	CANCELLATION OR TERMINATION BY EITHER PARTY
8.1	Subject to the provisions of clauses 9 and 10 hereof either party may terminate the agreement by giving written notice to the other:
8.2	At any time before the time specified for the commencement of the first journey set out in the flight schedule.
8.3	At any time if the other party commits an act of bankruptcy or becomes insolvent or enters into any arrangement or composition with its creditors or being any individual dies or being a partnership is dissolved or being a corporation passes a resolution for or has a petition presented for winding up (otherwise than for the purpose of merger or reconstruction only) or
8.4	In the case of the charterer only giving to Exact Aviation written notice of termination within 7 days of receipt by it if notice of increase from the Carrier as referred to in clause 2.6
9	CANCELLATION OR TERMINATION BY EXACT AVIATION
9.1	If the agreement is terminated by Exact Aviation:
9.2	Pursuant to clause 8.2 hereof then the charterer shall not be liable to pay the charter price and Exact Aviation shall be under no further liability to the charterer by reason of such termination or;
9.3	Pursuant to clause 8.3 hereof then the charterer shall be liable to pay the appropriate cancellation charges referred to in clause 7 hereof together with such portion of the charter price as shall be proportionate to that part of the flight schedule which has been performed together with any additional charges and expenses incurred by Exact Aviation and so that Exact Aviation shall be under no further or other liability to the charterer by reason of such termination.
10	CANCELLATION OR TERMINATION BY CHARTERER
10.1	If the agreement is terminated by the charterer:
10.2	Pursuant to clause 8.2 hereof then the charterer shall be liable to pay Exact Aviation the appropriate cancellation charge referred to in clause 7.
10.3	Pursuant to clauses 8.2 and 8.3 hereof then the charterer shall be liable to pay such portion of the charter price as shall be proportionate to that part of the flight schedule which has been performed together with any additional charges and expenses payable by the charterer pursuant hereto.
11	LIABILITY AND INDEMNITY
11.1	This agreement does not constitute a contract for carriage. Exact Aviation does not act as a common carrier or any other type of carrier in respect of any of its obligations under this agreement and Exact Aviation acts solely as agent for the charterer and operator. Acceptance or performance by Exact Aviation of any of its obligations under this agreement does not impute to it any liabilities of the operator as carrier.
11.2	The operation of the flight schedule will be subject to the operators terms and conditions of carriage, a copy of which the charterer may obtain on request from Exact Aviation. The charterer should be aware that, depending on the domicile of the operator, amongst other things, the liability of the operator to the charterer may be limited in certain ways, including with regard to personal injury and death.
11.3	Exact Aviation makes no representation or warranty with regard to the operator and will not be liable in any way whatsoever for any loss, injury, damage or expense suffered by the charterer or any third party howsoever. However, nothing in this clause shall exclude or restrict Exact Aviation’s liability for personal injury or death arising out of its negligence.
11.4	The charterer shall indemnify Exact Aviation against all liabilities, expenses and claims (including legal fees) in respect of any liability of the carrier to third parties (including but not limited to passengers) for any loss or damage whatsoever (including expenses and costs on a full indemnity basis) arising out of any act or omission of the charterer its agents or servants or any passenger carried by authority of the charterer.
12	LAWS AND REGULATIONS
12.1	The charterer shall comply with and ensure that each passenger observes and complies with all carriage regulations of the carrier and all police, customs, public health and other laws and regulations which are applicable in the countries in which the flight originated, landings are made or over which flights are operated.
12.2	All requests for passenger passport and visa information will be provided in a timely manner as requested by Exact Aviation and in case of any late or missing information Exact Aviation will not be liable for any delays which may result from this.
12.3	The charterer warrants that all passengers will hold valid passport/visa/health and other certificates to secure safe transit through any intermediate points and/or entry into the destination country. In the event that the local authorities refuse entry to any passenger in circumstances where the Carrier is required to transport such passengers to the point of origin or to any other point then the cost will be borne by the charterer.
12.4	The charterer will settle any fines, detention costs and other charges. If Exact Aviation has to pay a fine/penalty/fees or charges because the charterer, its servants or agents or any passenger carried with the authority of the charterer has failed to obey any laws or regulations of the country to which the aircraft has flown, the charterer will repay the amount that has been paid by Exact Aviation.
13	DANGEROUS GOODS AND SECURITY ITEMS — INFORMATION
Dangerous goods are articles or substances which are capable of posing a risk to health, safety, property or the environment and are listed and classified in the Regulations. Dangerous Goods can only be carried according to the International Civil Aviation Organisation’s Regulations for the Safe Transport of Dangerous Goods by Air (Technical Instructions), irrespective of whether the flight is wholly or partly within or wholly outside the territory of a State. An approval or exemption may be required to permit the transport of some dangerous goods.Each passenger is personally responsible for not carrying the following articles into the security restricted area or into the cabin of an aircraft:
13.1	Guns, Firearms and Weapons; any object capable or appearing capable, of discharging a projectile or causing injury, including all firearms (pistols, revolvers, rifles, shotguns, etc.) replica and imitation firearms, component parts of firearms (excluding telescopic sighting devices &sights), air pistols, rifles and pellet guns. Signal flare pistols, Starter pistols, Toy guns of all types, compressed air and CO2 guns such as pistols, pellet guns, rifles, ball bearing guns, industrial bolt and nail guns, cross bows, catapults, harpoon and spear guns, Animal humane killers, stun or shocking devices, e.g. stun guns, tasers, stun batons, cattle prods, ballistic conducted energy weapons (laser), lighters shaped like a firearm
13.2	Pointed/edged Weapons &Sharp Objects; pointed or bladed articles capable of causing injury, including axes &hatchets, cleavers, arrows and darts, crampons (grappling iron, hooked bar of iron, or plate with iron spikes used in mountaineering), harpoons & spears, ice axes &ice picks, ice skates, knives with blades of more than 6 cms including lockable or flick knives, ceremonial, religious and hunting knives, made of metal or any other material strong enough to be used as a potential weapon, meat cleavers, machetes, open razors and blades (excluding safety or disposable razors with blades enclosed in cartridge), sabres, swords and swordsticks, scalpels, scissors with blades more than 6 cms as measured from the fulcrum, ski and walking/hiking poles, throwing stars, tradesman’s tools with a blade or a shaft of more than 6 cms that have the potential to be used as a pointed or edged weapon, e.g. drills and drill bits, box cutters, utility knives, all saws, screwdrivers, chisels, crowbars, hammers, pliers, wrenches/spanners, blow torches.
13.3	Blunt Instruments; any blunt instrument capable of causing injury, including tennis rackets, baseball and softball bats, clubs or batons — rigid or flexible — e.g. billy clubs, blackjacks (truncheon of leather covered lead with flexible shaft), night sticks &batons, cricket bats, golf clubs, hockey and hurling sticks, lacrosse sticks, kayak and canoe paddles, skateboards, billiard, snooker and pool cues, fishing rods, martial arts equipment, e.g. knuckle dusters, clubs, coshes, rice flails, num-chucks
13.4	Explosives and flammable substances; any explosive or highly combustible substance which poses a risk to the health of passengers and crew or the security/safety of aircraft or property, including ammunition, blasting caps, detonators &fuses, explosives and explosive devices, replica or imitation explosive material or devices, mines &other explosive military store, grenades of all types. gas &gas containers, e.g. butane, propane, acetylene, oxygen — in large volume, fireworks, flares in any form and other pyrotechnics (including party poppers and toy caps), non safety matches, smoke generating canisters or cartridges, flammable liquid fuel, e.g. petrol/gasoline, diesel, lighter fluid, alcohol, ethanol, aerosol spray paint, turpentine &paint thinner, alcoholic beverages exceeding 70% by volume (140% proof).
13.5	Chemical and Toxic Substances: any chemical or toxic substances which pose a risk to the health of passengers and crew or the security/ safety of aircraft or property, including: acids and alkalis, e.g. spillable “wet” batteries, corrosive or bleaching substances — e.g. mercury, chlorine, disabling or incapacitating chemical, gases and sprays — e.g. mace, pepper spray, capsicum, tear gas, acid sprays, animal repellent sprays, radioactive material — e.g. medicinal or commercial isotopes, poisons, infectious or biological hazardous material — e.g. infected blood, bacteria and viruses, material capable of spontaneous ignition or combustion, fire extinguishers (excepting as authorised by fire protocols and as aircraft emergency equipment).
13.6	The carriage of liquids, aerosols and gels into the security restricted area of an airport and onboard aircraft is controlled in accordance with current EU Security Requirements.
13.7	The following items shall not be placed in Checked Baggage: Dynamite, gunpowder, explosives, including detonators, fuses, ammunition, grenades, mines blasting caps and plastic explosives. Gases, including propane and butane. Flammable liquids, including gasoline, methanol, flammable solids and reactive substances, including magnesium, firelighters, fireworks, flares and other pyrotechnics. Oxidisers and organic peroxides, including bleach, car body repair kits. Toxic or infectious substances, including rat poison, infected blood, radioactive material, including medicinal or commercial isotopes. Corrosives, including mercury, vehicle batteries, and vehicle fuel system components which have contained fuel.
13.8	Exact Aviation should be contacted directly for any queries or approvals required for carriage of dangerous goods or security items.
14	SEVERANCE
14.1	If any party of the contract (including these terms and conditions) is considered by any court or other competent authority to be unenforceable, illegal or invalid the other provisions will remain in force
15	APPLICABLE LAW AND JURISDICTION
15.1	The contract and these conditions shall be governed by and constructed in accordance with English Law and the courts of England and Wales shall have non-exclusive jurisdiction to deal with any dispute arising hereunder.
16	INDEMNIFICATION
16.1	The charterer agrees to save, indemnify, hold harmless and defend the carrier, together with, but not limited to its servants, subsidiaries, parent companies, successors and any present or former directors, shareholders, employees, legal representatives or lawyers from and against any and all actions, claims, losses, damages, demands or liabilities against any loss, damage or expense incurred by the charterer. Furthermore the charterer agrees to pay for any damage to the aircraft caused by the charterer, the passengers, employees, agents or guests. Normal wear and tear is excluded.