terms & conditions

TERMS AND CONDITIONS

1. DEFINITIONS

In this Agreement, unless the context otherwise requires, the following expressions shall have the following meanings:

"Agreement" means this aircraft charter agreement for the transport of passengers, comprising the Flight Schedule and any appendices or attachments thereto.
"Aircraft" means any aircraft chartered for a specific Flight.
"Base Date" means the reference date specified in the Flight Schedule.
"Carrier" means the operator of the Aircraft.
"Charter Price" means the sum specified in the Flight Schedule.
"Flight" means the flight described in the Flight Schedule.
"Flight Schedule" means the schedule of flight details proposed under the Agreement.
"Departure Time" means the scheduled departure time for a specific Flight.
"Supplier" means JETX28.
"Charterer" means the client or entity chartering the Aircraft.

2. CHARTER PRICE AND PAYMENT

2.1 The Charterer shall pay the Charter Price to JETX28 in accordance with the terms set out in the Flight Schedule (amount, currency, date, and identity of the payee).

2.2 In the unlikely event of a significant increase in the cost of fuel between the Base Date of the Agreement and the date of the Flight, the Charterer may be required to pay JETX28 a sum sufficient to fully compensate JETX28 for such increase.

2.3 Time of payment of the Charter Price is of the essence of the Agreement.

2.4 No set-off or counterclaim (whether arising from the Agreement or any other transport service) shall entitle the Charterer to withhold any sums due to JETX28 under the Agreement. In the event that the Charterer is required to withhold any part of any payment due to JETX28 hereunder or to make any deduction therefrom, it shall pay JETX28 an additional amount to compensate for such withholding or deduction, such that JETX28 receives the full amount due.

2.5 Demurrage charges may be invoiced in certain exceptional circumstances at a flight hourly rate equivalent to the Charter Price of the Aircraft.

3. AIRCRAFT AND CREW

3.1 JETX28 shall arrange for the Carrier to make the Aircraft available from the Departure Time, fully manned with adequate crew and equipment, fueled, and airworthy in accordance with the laws and regulations of the country of registration of the Aircraft. The Aircraft shall be operated in accordance with all applicable laws and regulations throughout the Flight(s). In the event that a Flight is delayed through no fault of JETX28 or the Carrier, the Charterer shall pay JETX28 the demurrage charges specified in the Flight Schedule.

3.2 The times indicated in the Flight Schedule are approximate and not guaranteed. The Carrier is entitled to modify the Flight Schedule and/or the duration of the flight, and/or to reduce the maximum payload. The preparation of the Aircraft shall be at the sole discretion of its Captain, as shall the actual flight or interruption of a flight, any modification of the proposed route, the landing place, and any other matter relating to the operation of the Aircraft. The Charterer accepts all such decisions as final and binding.

3.3 Ground and flight personnel, including cabin crew, are authorized only to execute the Carrier's orders, except where specific written agreement has been obtained from the Carrier to allow personnel to execute specific instructions from the Charterer.

3.4 JETX28 may, at its sole discretion and without prior notice, substitute the Aircraft and/or the Carrier. In such case, the new aircraft and/or new carrier shall be deemed the Aircraft and Carrier for the purposes of the Agreement.

4. TRAVEL DOCUMENTS

JETX28 shall arrange for the Carrier to provide passenger tickets, baggage checks, air waybills, and any other documents required for the transport services provided under the Agreement. The Charterer shall provide JETX28 with all necessary information to do so and shall assist in the issuance of said documents as soon as possible after the conclusion of the Agreement, and in any event, sufficiently in advance for them to be delivered to the passengers.

5. FLIGHT TIMES, LOADING, AND BOARDING

5.1 The Charterer shall be solely responsible for ensuring that passengers arrive with their baggage at the specified check-in point at the departure airport in sufficient time to board a given flight. In the event that a passenger fails to arrive in time to board, JETX28 shall bear no liability to the Charterer or that passenger. Furthermore, JETX28 assumes no obligation to make alternative arrangements for that passenger under the Agreement. Where the Carrier, at its sole discretion, arranges transport for such passenger on a later flight, the Charterer shall pay, upon request by JETX28, any sum indicated by the latter for each passenger concerned to cover applicable taxes and administrative costs incurred by the Carrier and JETX28.

5.2 In the event of a delay (other than for technical reasons attributable to the Carrier) or a flight modification, the Charterer shall be solely responsible for accommodation, refreshments, meals, transport, and any additional costs, loss, injury, or damage of any nature whatsoever regarding passengers using the Charterer's services. Such additional costs, losses, injuries, or damages incurred by JETX28 shall, upon request, be reimbursed by the Charterer.

5.3 In the event that a passenger is refused entry into the destination country, the Charterer shall indemnify JETX28, its officers, employees, agents, and suppliers for all costs thus incurred (including, but not limited to, fees, fines, taxes, or other sums demanded of the Carrier or JETX28 by immigration authorities), as well as for costs related to arrangements made by the Carrier and/or JETX28 to repatriate such passenger to the country of departure.

5.4 In the event that:

(a) An agreement between the Carrier and JETX28 regarding the Aircraft is terminated for any reason; or

(b) The Aircraft is detained (legally or otherwise) by a third party (including detention by aviation or airport authorities, or following a lien or requisition for any reason); or

(c) A receiver, liquidator, trustee, or other person fulfilling similar functions is appointed over all or part of the Carrier's assets or activities (or any analogous situation arising in a jurisdiction where the Carrier conducts business), rendering the Carrier unable to operate the Flights for the same cost; or

(d) The Carrier becomes insolvent, enters into compulsory or voluntary liquidation, or faces any similar situation in a jurisdiction where it conducts business; or

(e) The Carrier neglects, for any reason, to hold or renew an Air Operator Certificate (AOC);

Then JETX28 shall make reasonable arrangements to identify another carrier capable of performing the flights thus compromised ("Compromised Flights"), with the cost to the Charterer remaining unchanged.

5.5 In the event that JETX28 is unable to take such measures, and subject to the provisions of Clause 10 herein, JETX28 shall refund to the Charterer the portion of the Charter Price relating to the Compromised Flights, provided that the Charterer has duly fulfilled its obligations hereunder. In the event that JETX28 is able to identify another carrier capable of operating the Compromised Flights, it shall immediately notify the Charterer, who shall then have the option to charter the aircraft proposed by this new carrier, subject to payment to JETX28, upon request, of any additional costs incurred. If the Charterer does not opt for this solution, and subject to Clause 10, JETX28 shall refund the portion of the Charter Price relating to the Compromised Flights. JETX28 shall then be released from any obligation to the Charterer regarding the Compromised Flights.

6. CHARTERER'S OBLIGATIONS

6.1 The Charterer shall comply in all respects with the conditions of permits, licenses, and authorizations granted for the Flights and shall ensure such compliance by the passengers using its services.

6.2 The Charterer shall hold JETX28 harmless from any proceedings, claims, or liability, and from all costs of any nature whatsoever arising from any breach of the provisions of the Agreement by the Charterer or any of the passengers using its services.

6.3 The Charterer shall be solely responsible for the issuance and delivery to all passengers of tickets, baggage checks, and other necessary documents.

6.4 The Charterer shall ensure that all passengers comply with customs, police, public health, immigration, and other laws and regulations in force in the countries of origin, destination, and those overflown by the Aircraft.

7. LIABILITY AND INDEMNITY

7.1 JETX28 shall bear no liability to the Charterer or any passenger for any flight modification or cancellation, unavailability of seats resulting from acts or omissions of the Carrier, or failure by the Carrier to perform a Flight. The Charterer acknowledges that in such circumstances, its sole recourse shall be against the Carrier.

7.2 JETX28 shall bear no liability to the Charterer for any failure to perform its obligations under the Agreement, or for any failure by the Carrier to perform its obligations, resulting from Force Majeure, labor disputes, strikes, lockouts, or any other cause beyond the control of JETX28 or the Carrier, including accidents to the Aircraft and failures of the Aircraft, engines, or any other component or instrument thereof.

7.3 The Charterer shall indemnify JETX28 for any claim made by a passenger regarding a modification, cancellation, unavailability, or failure to perform, it being understood that in the event of a refund made by the Carrier to JETX28 relating to such modification, cancellation, unavailability, or failure to perform which has already been paid for by the Charterer, JETX28 shall pay said refund to the Charterer, subject to the provisions of Clause 10 and provided the Charterer has duly fulfilled its obligations under the Agreement.

7.4 The Charterer shall indemnify JETX28 against any loss, damage, liability, or expense of any nature incurred by JETX28 or its officers, employees, suppliers, or sub-contractors, resulting from any act or omission by the Charterer or its officers, employees, or suppliers, whether contractual, tortious (including negligence), or otherwise.

7.5 In no event shall JETX28 be deemed to jointly perform with the Carrier any transport to which the Agreement relates.

7.6 Any transport performed under the Agreement is subject to the conditions of carriage contained or referenced in the Carrier's contractual documents, including its General Conditions of Carriage. This Agreement and the transport performed hereunder via international flights are governed by the rules and limitations established by the Warsaw Convention (1929, as amended at The Hague in 1955) and/or the Montreal Convention (1999). Their provisions and limitations cover, to the extent applicable, the flights performed hereunder.

Except as specifically provided by the Warsaw Convention and/or the Montreal Convention, JETX28 shall not be liable for death, injury, delay, loss, or damage to baggage or cargo, whether in contract or tort, and whether the damage was caused by JETX28 or the Carrier, or their respective officers, employees, or agents. The Charterer hereby waives any right of recourse against JETX28 and releases JETX28 and its officers, employees, and agents from any such liability, except to the extent the damage was caused by willful misconduct or gross negligence by JETX28.

8. TERMINATION

The Agreement may be immediately terminated upon notice by JETX28 to the Charterer in the following circumstances:

8.1 The Charterer fails to pay any sum due hereunder by its due date; or

8.2 The Charterer fails to fulfill its obligations hereunder and has not remedied (where possible) its breach within 14 days of receipt of written notice from JETX28 requiring such remedy; or

8.3 The Charterer has admitted in writing its inability (including future inability) to pay its debts; or

8.4 An application for an administration order has been made against the Charterer; or

8.5 Proceedings have been commenced for the judicial reorganization, liquidation, or dissolution of the Charterer, or a receiver, trustee, or administrator is appointed over all or part of its assets, or the Charterer becomes insolvent or admits its inability to pay its debts as they fall due;

8.6 A secured creditor takes possession of any revenues or assets of the Charterer, or a security created by the Charterer becomes enforceable and the beneficiary takes steps to enforce it; or

8.7 The Charterer convenes a meeting or takes any step to propose a voluntary arrangement or other scheme of arrangement with its creditors; or

8.8 A distress or execution is levied against any of the Charterer's property; or

8.9 The Charterer suspends or ceases business, or threatens to do so; sells, leases, transfers, or assigns (except in the ordinary course of business) all or a material part of its business or assets; or all or a material part of its assets are seized or expropriated by any governmental authority; or any event analogous to those in clauses 8.3 to 8.8 occurs in any jurisdiction where the Charterer conducts business; or

8.10 JETX28 determines that there has been a Material Adverse Change in the business, assets, condition, operations, or prospects of the Charterer; or

8.11 Any of the events referred to in this Clause 8 occurs in relation to any guarantor of the Charterer's obligations hereunder.

8.12 CANCELLATION POLICY

If the Charterer wishes to cancel one or more flights, the following cancellation fees shall be paid immediately by the Charterer to JETX28 as compensation:

10% of the Charter Price if cancelled more than 7 days before departure.
25% of the Charter Price if cancelled between 7 days and 48 hours before departure.
50% of the Charter Price if cancelled between 48 hours and 24 hours before departure.
100% of the Charter Price if cancelled less than 24 hours before departure.

Note: The flight positioning date is considered the departure date (this does not necessarily coincide with YOUR departure date, as the aircraft may need to be positioned the previous day for early departures, crew rest, etc.).

9. CONSEQUENCES OF DEFAULT

9.1 Upon termination of the Agreement under Clause 8, the Charterer shall immediately pay to JETX28 (without prejudice to any other rights and remedies) all sums then due under the Agreement, together with accrued interest (if any) at the rate specified in the Flight Schedule. The Charterer shall indemnify JETX28 against any loss, damage, liability, or expense incurred by JETX28 as a result of the termination, and JETX28 shall be entitled to retain any deposit paid by the Charterer.

9.2 The Charterer shall indemnify the Carrier and JETX28 against any action by a passenger using the Charterer's services resulting from the termination of the Agreement.

10. SET-OFF

JETX28 may at any time, at its sole discretion and without prior notice to the Charterer, set off any sums paid to it by the Charterer hereunder against any sum due to JETX28 under the Agreement or against any sum due by the Charterer to JETX28.

11. GENERAL PROVISIONS

11.1 Any notice required under the Agreement shall be in writing and deemed duly received when delivered or sent by next-business-day delivery service to the address specified herein, or sent by fax.

11.2 Time is of the essence of the Agreement.

11.3 The Agreement constitutes the entire agreement and understanding between the parties regarding the charter of the aircraft as described herein.

11.4 No party relies on any warranty or representation of another party except as expressly stated or referenced in the Agreement.

11.5 No action shall be brought against JETX28 regarding any representation, warranty, or indemnity arising from or related to the aircraft charter, except where such representation, warranty, or indemnity is expressly contained or referenced in the Agreement.

11.6 No modification of the Agreement shall be effective unless in writing and signed by both parties.

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

11.8 Failure by JETX28 to exercise any right, power, or privilege hereunder, or delay in exercising the same, shall not constitute a waiver thereof. The rights and remedies herein are cumulative and not exclusive of any rights or remedies provided by law.

11.9 The Charterer shall not be entitled to assign the benefits it enjoys under the Agreement.

11.10 JETX28 shall in no event be liable for indirect or special damages, including loss of profits or anticipated profits related to the performance or non-performance of any Flights or obligations hereunder.

12. SURVIVAL OF INDEMNITIES

All indemnities provided in the Agreement shall survive termination, regardless of the cause.

13. GOVERNING LAW AND JURISDICTION

The Agreement shall be governed by and construed in accordance with the laws of France. The parties hereby submit to the exclusive jurisdiction of the Commercial Courts of Nice, France.