Standard Charter Terms

1. Unless otherwise specified defined terms have the same meaning as in the www.privatefly.com terms of use.

2. The Baltic Air Charter Association ("BACA") has produced an Industry Standard passenger aircraft charter agreement as a legal guide to its members and their private aviation customers.

3. Aircraft Operators using www.privatefly.com agree to adopt the following Standard Charter Terms in their dealings with PrivateFly members. The Standard Charter Terms are modelled substantially on BACA's charter agreement, with the aim of providing consistency of contractual approach for PrivateFly members.

Charterer: The person making the Flight Booking using www.privatefly.com whose details are set out in the online confirmation.

Carrier: The Aircraft Operator whose quotation for provision of a Flight to the Charterer has been accepted by the Charterer and is detailed in the Flight Confirmation.

In this Charter Contract unless the context otherwise requires:-

"Charter Contract" means these Terms, the Flight Confirmation and any Special Conditions.

"Aircraft" means any aircraft (including helicopters) operated in connection with any Flight.

"Charter Price" means the amount set out in the Flight Confirmation (which includes PrivateFly Limited's facilitation fee.)

"Flight" means a flight described in the Flight Confirmation.

"Flight Confirmation" means the online confirmation issued to the Charterer by www.privatefly.com confirming the aircraft charter and Flight details.

"PrivateFly Tender Process" means the online process by which the Charterer submits a request for fulfilment of a Flight requirement. This is then responded to by one or more Aircraft Operators who meet the Charterer's itinerary requirements, submitting a quotation together with details of any Special Conditions or Charterer requirements.

"Special Conditions" means those variations to the Terms upon which the Carrier will perform the Flight for the Charterer and which, in the event of inconsistency with these Terms, take precedence as between the Parties.

2.1 The Carrier shall make available to the Charterer the Aircraft as specified in the Flight Confirmation and the Charterer shall take the Aircraft on charter from the Carrier upon the terms and conditions set out in the Flight Confirmation. This is subject to the following terms and conditions together with any Special Conditions which have been notified to the Charterer by the Carrier during the Privately Tender Process.

If the Charterer wishes to cancel any Flight or Flights after confirmation of the related Charter Agreement, the following rates will be paid forthwith by the Charterer to the Carrier as agreed compensation:
50% of the Charter Price if cancelled after contract exchange.
100% of the Charter Price if cancelled within 2 weeks of Scheduled Departure Time ('STD').

4.1 PrivateFly is a payment gateway for Aircraft Operators. The Charterer shall pay PrivateFly (as specified in the Schedule) the Charter Price at the time, in the amount, currency and to the address specified in accordance with the provisions set out therefore in the Schedule.

4.2 The Charter Price is based on aviation fuel costs calculated on the Booking Date. If for any reason whatsoever there shall be any increase in the cost of aviation fuel between the Booking Date and the date of operation of any Flight, then the Charterer shall, if so required by the Carrier, pay PrivateFly on demand such amount as shall fully compensate the Carrier for such increase.

4.3 If for any reason payment of the Charter Price or any instalment thereof shall not be made on the due date then the Charterer shall pay to the Carrier interest on the amount unpaid at the rate of 6 % per annum above the base rate for the time being of Lloyds TSB Bank plc, calculated on a daily basis from the due date until the date of payment (both before and a fter judgment), compounded monthly.

4.4 Payment of the Charter Price shall be made directly to the account specified by PrivateFly Limited who are authorised to accept payment on behalf of the Carrier and received in cleared funds in such account, no later than 2 weeks prior to the date of the Flight. When flights are booked within 2 weeks prior to the date of the Flight, full and immediate payment is required. Time of payment of the Charter Price and any other sums under this Charter Contract shall be of the essence.

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

4.6 The Charterer shall be responsible for reimbursing the Carrier on demand in respect of any de-icing costs incurred in connection with the performance of this Charter Contract.

4.7 In the event that the Charterer requests a change in routing in respect of one of more Flights being undertaken by the Carrier under the Charter Contract or any other significant change (for example flight time change, passenger manifest change, change of airport or additional flight requirements) and such requests are accommodated by the Carrier (in their total discretion), PrivateFly will issue an amended or replacement Flight Confirmation and the Charterer will pay on demand any additional costs set out therein.

4.8 PrivateFly acts as a booking platform and facilitator for Aircraft Operators. PrivateFly deducts from the Charter Price a facilitation fee before remitting funds received from the Charterer to the Carrier.

4.9 In the event that the Charterer makes payment by credit or debit card (including American Express) then the Charterer shall be additionally responsible for credit card charges (currently 4%) incurred by PrivateFly or the Carrier in facilitating payment by debit or credit card. Debit and credit card charges are not refundable in the event of cancellation of Flight(s) or this Charter Contract.

5.1 The Carrier shall be responsible for providing the Aircraft at the commencement of the Flight properly manned and equipped fuelled and airworthy in accordance with the laws and regulations of the state of registration of the Aircraft. The Aircraft shall be operated in accordance with all applicable laws and regulations during the period of the Flight(s).

5.2 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. The Charterer shall accept all such decisions of the captain as final and binding, including any deviation from proposed route, where landing shall be made and all such other matters relating to the operation of the Aircraft.

5.3 All ground and operating personnel including cabin staff are authorised 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.

When required, the Carrier shall supply or procure all necessary documents relating to the carriage undertaken pursuant to this Charter Contract. The Charterer shall give to PrivateFly Limited all necessary information and assistance to complete such documents as soon as possible after the making of this Charter Contract and, in any event, in sufficient time to be completed for issue to passengers.

7.1 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 Carrier shall be under no liability whatsoever to the Charterer nor to such passenger. The Carrier 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 Carrier or to PrivateFly Limited as duly authorised to receive payments for the Carrier such additional sum that the Carrier may specify for each such passenger to cover applicable passenger taxes and the administrative costs of the Carrier thereby incurred.

7.2 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 Carrier on demand.

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

7.4 Flights can only be confirmed once full payment has been received. Final confirmation of Flights is also subject to all crew availability, international overflight permits and airport slots being in place.

8.1 The Charterer shall comply with all the requirements of the Carrier in relation to the performance of all of the Charterer's obligations as set out in this Charter Contract.

8.2 The Charterer shall hold harmless and indemnify the Carrier from and 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 Charter Contract.

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

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

8.5 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.

8.6 The indemnities contained in this Clause 8 shall survive the termination of this Charter Contract.

9.1 The Carrier shall be under no liability to the Charterer for any failure by it to perform its obligations under this Charter Contract arising from force majeure, labour disputes, strikes or lock-outs or any other cause beyond the control of the Carrier including accidents to or failure of the Aircraft engines, or any other part thereof or any machinery or apparatus used in connection therewith.

9.2 The Charterer shall indemnify the Carrier against any loss, damage, liabilities, costs or expenses of whatsoever nature caused to be suffered or incurred by the Carrier and its 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.

9.3 The Carrier shall not be deemed to undertake any carriage to which this Charter Contract relates as a common carrier.

9.4 Carriage performed under this Charter Contract 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.

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

This Charter Contract may be terminated immediately upon notice from the Carrier to the Charterer upon the occurrence of any of the events specified below:-

10.1 The Charterer defaults in the payment of any amount payable hereunder on due date.; or

10.2 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 Carrier requiring remedy of such breach; or

10.3 The Charterer admits in writing its inability to pay or becomes unable to pay its debts; or

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

10.5 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 the Charterer is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or

10.6 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

10.7 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

10.8 A distress or other execution is levied or enforced upon or against any part of the Charterer's property; or

10.9 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 Clauses 8.3 to 8.8 above occurs in any jurisdiction in which the Charterer conducts its business; or

10.10 In the opinion of the Carrier a material adverse change occurs in the business, assets, condition, operations or prospects of the Charterer; or

10.11 Any of the events specified in this Clause 10 occur in relation to any guarantor of the Charterer's obligations hereunder.

11.1 If this Charter Contract is terminated under Clause 11, then the Charterer shall (without prejudice to any other rights and remedies which the Carrier may have) pay forthwith to the Carrier all amounts then due and unpaid to the Carrier hereunder, together with interest thereon (if any) and the Charterer shall indemnify and keep the Carrier indemnified against all loss, damage, costs, expense, claim or liability incurred or sustained by the Carrier as a result of such termination and the Carrier shall be entitled to retain any initial deposit paid by the Charterer.

11.2 The Charterer shall indemnify the Carrier against any claims by any passenger of the Charterer arising out of the termination of the Charter Contract.

11.3 The indemnities contained in this Clause 11 shall survive the termination of this Charter Contract.

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

13.1 Any notice required to be given under this Charter Contract shall be in writing and shall be deemed duly given if left at or sent by first class post, email 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 email or facsimile message upon the day such message is sent.

13.2 Time shall be of the essence of this Charter Contract.

13.3 This Charter Contract 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.

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

13.5 No claims shall be made against the Carrier 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 Charter Contract.

13.6 No variation of this Charter Contract shall be effective unless made in writing and signed by both parties.

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

13.8 No failure by the Carrier to exercise and no delay by the Carrier 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.

13.9 The Charterer shall not be entitled to assign the benefit of this Charter Contract.

13.10 This Charter Contract shall be governed by and interpreted in accordance with English law and the parties hereto hereby submit to the non-exclusive jurisdiction of the English Court.