1. Definitions
“Agreement” shall mean this agreement and all Schedules to this agreement;
“Services” shall mean ACS’s travel management services in sourcing, booking and arranging the Flights on behalf of the Charterer;
“Carrier” shall mean the third party supplier of the Flights;
“Flights” shall mean the helicopter flight or flights provided by the Carrier.
2. Appointment
2.1. The Charterer hereby appoints ACS to act as its agent for the purposes of sourcing, booking, arranging or otherwise facilitating the provision of the Flights to the Charterer from the Carrier, in accordance with the terms of this Agreement and ACS agrees to act as such.
3. Contract for the Flights
3.1. When providing the Services, ACS in its role as agent will arrange for the Charterer to enter into a contract with the Carrier of the Flights.
3.2. As an agent, ACS accepts no responsibility for the provision of the Flights or for the acts or omissions of the Carrier. The Carrier’s terms and conditions will apply to the bookings for the Flights and the Charterer should read these carefully. ACS will be able to provide copies of such terms and conditions, where applicable, upon request.
3.3. Please note that there will be no ATOL protection due to the exemption made by the CAA under Regulation 11 of the ATOL regulations, relating to flights to and from a sporting event.
4. Changes or Cancellation by the Charterer
4.1. If the Charterer wishes to cancel or amend the Flights, it must advise ACS accordingly in writing.
4.2. The Charterer accepts that the following cancellation terms will apply and which the Charterer shall pay to ACS upon demand:
25% Of the total Charter Price with immediate effect
100% Of the total Charter Price if cancelled less than 28 days prior to departure
4.3. ACS reserves the right to charge the Charterer an administration charge for changes or cancellations of £500.
5. Changes or Cancellation by the Carrier
5.1. ACS will inform the Charterer of any changes or cancellations made to the Flights by the Carrier as soon as reasonably possible after ACS becomes aware of such.
5.2. If, as part of any such amended or cancelled Flights, the Carrier offers alternative arrangements or a refund (minus any costs incurred by the Carrier and/or ACS), the Charterer must let ACS know whether it wishes to accept the alternative arrangements within the time frame ACS stipulates. If the Charterer fails to do so the Carrier is entitled to assume that the Charterer accepts the cancellation and wishes to receive a refund (minus any costs incurred by the Carrier and/or ACS) which shall be the Charterers sole remedy and ACS shall thereupon be under no further obligation or liability to the Charterer or the Charterer’s passengers in relation to the Affected Flight(s). In the event any deposits or any other monies paid to the Carrier in connection with the Flight(s) are not refunded by the Carrier, the Charterer irrevocably release ACS from any claims or damages resulting from any deposits or funds not refunded by the Carrier. For the avoidance of doubt, ACS shall have no obligation to reimburse the Charterer for any such funds.
5.3. ACS accepts no liability for any changes or cancellations made to any Flights by the Carrier.
6. ACS’s Obligations
6.1.1. In accordance with this Agreement, ACS shall act as the Charterer’s agent and in accordance with its instructions, to arrange, source and otherwise facilitate the provision of the Flights;
7. ACS’s Responsibility for the Services
7.1. The Charterer’s contract for the actual provision of the Flights is with the Carrier and its terms and conditions apply. As agent, ACS accepts no responsibility for the actual provision of the Flights. ACS’s responsibilities are limited to providing the Services in accordance with the Charterer’s instructions. ACS accepts no responsibility for any information about the Flights that it passes on to the Charterer in good faith. However, in the event that ACS is found liable to the Charterer for any reason whatsoever, ACS’s total aggregate liability to the Charterer in respect of any claim or series of claims shall be limited to the actual direct damages up to an aggregate maximum of the lower of the average rotation price (if applicable) or the Charter Price. ACS’s total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Agreement.
7.2. ACS shall not be liable to the Charterer in any circumstances in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever arising and whatever the cause thereof for any loss of profit, business, contracts, revenues or for any special, indirect or consequential damage of any nature whatsoever.
7.3. Nothing in this clause or in this Agreement shall operate to limit or exclude ACS’s liability for:
7.3.1. death or personal injury caused by its negligence or that of any of its employees while acting in the course of their employment; or
7.3.2. fraudulent misrepresentation or fraudulent concealment; or
7.3.3. any other liability which cannot be limited or excluded by law.
7.4 ACS shall be under no liability to the Charterer for any failure by it to perform its obligations under this Agreement arising from force majeure or any cause beyond the control of ACS or the Carrier. For the avoidance of doubt, the Charterer accepts that any issues caused by or related to the Coronavirus Disease 2019 (COVID-19) (or any mutation of COVID-19 or any other virus or disease) shall not be an event of force majeure unless the Carrier confirms in writing that they are unable to operate the Flight(s).
8. Charterer’s Obligations
8.1. The Charterer warrants that: (a) it is not (i) a Russian national or citizen (including any dual citizenship); (ii) a corporation under the Control (direct or indirect) of a Russian national or citizen (“Control” meaning an individual who has direct or indirect control of the corporation and/or is the ultimate beneficial owner as defined by applicable laws); or (iii) any other impermissible designation or affiliation; (b) any funds remitted to ACS are not remitted by or on behalf of (i) a Russian national or citizen; (ii) a corporation under the Control (direct or indirect) of a Russian national or citizen; c) the entry into this Agreement by the parties shall not cause either party to breach any applicable sanctions; and (d) the Charterer’s passengers and third parties that may take the Flight(s) are not subject to any sanctions or identified on any sanctions lists (for example, the Specially Designated Nationals and Blocked Persons list, Denied Persons List, Entities List, Debarred Parties List, Excluded Parties List and Terrorism Exclusion List maintained by OFAC, the HM Treasury Consolidated List of Financial Sanctions Targets in the United Kingdom, the European Union Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions, the Compendium of United Nations Security Council Sanctions Lists and any other similar list to those referred to, as may be updated from time or time). ACS shall not be held liable for any issues caused by the Charterer or any passenger not disclosing dual citizenship. ACS may immediately terminate this Agreement (without penalty) should the Charterer breach this (or any other) warranty contained herein.
8.2. ACS may immediately terminate this Agreement (without penalty) in the event ACS suspects any fraud, misrepresentation, misconduct, suspicious activity, illegal activity or other wrongdoing of the Charterer or any of its officers, employees, agents, affiliates or subcontractors.
8.3. The Charterer agrees that the Charter Price, payment terms and other commercial terms contained in this Agreement are confidential and may not be disclosed to third parties without the prior approval of the other party.
8.4. The Charterer warrants that there shall be no sanctioned individuals on the Flight(s). Further, the Charterer warrants that the Charterer shall not act (or fail to act) in a way which could cause a potential infringement of any applicable sanctions, and the Charterer shall indemnify ACS against any loss, damage, liabilities costs or expenses of whatsoever nature caused to be suffered or incurred by ACS and its officers, employees agents or subcontractors in relation to applicable sanctions.
8.5. The Charterer accepts that all contact with the Carrier should be through ACS as its agent and the Charterer shall not contact the Carrier either directly or indirectly in relation to any matter pertaining to this Flight(s) or for the procurement of any future air charter services to be provided by the Carrier for a period of twelve (12) months from the date of this Flight(s) except as provided for in the Agreement or with the prior written consent of ACS.
8.6. The Charterer agrees to not directly or indirectly employ, hire or otherwise engage, or attempt to employ, hire or otherwise engage any current or former employee, consultant, independent contractor, agent, officer or representative of ACS or any of ACS’s affiliates for a period of 12 months from the date of last communication between all concerned parties or the date of the last charter Flight(s) that is operated for the Charterer by the Carrier or an associated party. The Charterer also undertakes not to make use of any third party to circumvent this provision.
8.7. The Charterer agrees that no action shall be entertained by ACS unless a written notice providing the details of the claim is presented to ACS. Such written notice is required within fourteen (14) days from the date of the Flight(s). Should the Charterer not comply with the foregoing, the Charterer hereby waives any right to damages and ACS shall be fully waived and released.
8.8. The Charterer shall:
8.8.1. Co-operate with ACS in all matters relating to the Services and Flights;
8.8.2. Pay all invoices in accordance with clause 9;
8.8.3. Indemnify ACS against all liabilities, costs, expenses, damages and losses (including legal and other professional costs and expenses) suffered or incurred by ACS arising out of or in connection with any breach of any nature whatsoever by the Charterer of its obligations expressed or implied under this Agreement; and/or any act or default of the Charterer.
9. Payment Terms
9.1. In consideration for providing the Services, ACS shall charge and the Charterer shall pay the Service Charges and administrative charges as set out in the online payment portal the details of which have been provided to the Charterer.
9.2. ACS’s default payment terms are that settlement of all invoices must be made at the time of booking the Flight.
9.3. The Charterer is responsible for paying, in full, all sums payable to the Carrier for the Flights requested by the Charterer. If full payment of such sums is not received by the Carrier’s balance due date, ACS will notify the Carrier who may cancel the Charterer’s booking and charge the cancellation fees set out in the Carrier’s terms and conditions.
9.4. Any and all monies paid to ACS, which are duly payable to the Carrier in accordance with this Agreement are held by ACS on the Charterer’s behalf until they are paid to the Carrier.
10. Insurance
10.1. The Charterer is strongly recommended to take out travel insurance, and some Carriers require this. It is the Charterer’s responsibility to ensure that the insurance it purchases is adequate and appropriate for its particular needs. If the Charterer chooses to not purchase adequate insurance, neither ACS nor the Carrier will have any liability in any circumstances for any losses howsoever arising, in respect of which insurance cover would otherwise have been available.
11. Complaints
11.1. Since the contract for the provision of the Flights is between the Charterer and the Carrier, and any queries or concerns should be addressed directly to the Carrier. If the Charterer has a problem during the provision of the Flights, this must be reported to the Carrier immediately. If the Charterer fails to follow this procedure, there will be less opportunity to investigate and rectify its complaint.
11.2. ACS in its role as agent can assist the Charterer in addressing any complaints that it may have to the Carrier either before, during or after the Flights. Should the Charterer wish to avail itself of such assistance it should contact: edward.mayhew@aircharterservice.com.
12. Single Pilot Operation
12.1. The Flights may be performed as a single pilot operation and the inherent risks of a single pilot operation are:
12.1.1. the cockpit workload may become too much for a single pilot to handle resulting in an increased risk of an accident;
12.1.2. in the event the pilot becomes incapacitated, there is no second pilot to take over;
12.1.3. if there is a security threat, the pilot may struggle to both fly the Aircraft and address the threat;
12.1.4. there is an increased risk of property damage, personal injury and even death.
12.2. The Charterer acknowledges and confirms that it has understood the inherent risks of a single pilot operation during the quotation process, that the complexity of the Aircraft systems, performance, and handling characteristics requires additional training to enable a person to pilot an Aircraft of that type safely, and ACS has included the option to charter an Aircraft operated by two pilots and the Charterer confirms that the decision to utilise an Aircraft operated by a single pilot is the Charterer’s alone.
13. Law and Jurisdiction
13.1. This Agreement and any matters arising from it is subject to and governed by English law and the Parties agree that any dispute(s) they may have will be exclusively dealt with by the Courts of England.
DECLARATION:
The Charterer wishes to receive the Services set out and in accordance with this Agreement which will be arranged on its behalf by ACS strictly subject to the terms of this Agreement.
The Charterer hereby confirms that they have read and agree to be bound by this Agreement.