In these conditions the following expressions shall have the following meaning: –
The Carrier: Mayfair Jets DWC LLC being a limited liability company registered in Dubai, United Arab Emirates under license number 9730
The Charterer: any person, form, or body corporate chartering, or offering to charter, any aircraft from the Carrier
The Contract: any agreement or contract between the Carrier and the Charterer for the charter of aircraft from the carrier.
The Aircraft: any aircraft which is the subject of a charter Contract between the Carrier and the Charterer.
The Charter: the flight(s) described within the flight schedule.
The Charter Price: the price payable by the Charterer to the Carrier in exchange for performing the Charter.
The Flight Schedule: the agreed dates, times, numbers of passengers, catering requirements and points of departure and arrival for each flight that constitutes part of the Contract.
2 AIRCRAFT AND CREW
The Carrier shall provide for the Charterer’s sole use the Aircraft, crewed with fully licensed and qualified pilots, equipped and airworthy in accordance with the laws and regulations of the state of registration of the Aircraft and the Aircraft shall be operated in accordance with all applicable laws and regulations during the the performance of the Charter.
All ground and operating personnel including cabin staff are authorized 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.
Any additional services shall be specified within the Contract.
3 SUBSTITUTION OF AIRCRAFT
If the Carrier is unable to perform any part of the Charter, the Carrier shall be entitled to substitute, on prior notice, any other operator or any equivalent aircraft.
To the extent that such substitution involves additional costs, such additional costs shall be notified to the Charterer, who shall be entitled to either accept the additional cost or decline the offer of alternative carriage in which event the Carrier shall refund the agreed Charter Price.
4 CAPTAINS DISCRETION
The Captain of the aircraft shall have absolute discretion: –
- To refuse any passenger(s), baggage, or
- To decide what load may be carried on the Aircraft and how it shall be
- To decide whether and when a flight may be safely undertaken and where and when the Aircraft should be
5 LOADING AND PACKING
- Subject as otherwise provided within these Terms and Conditions, loading, and unloading of the Aircraft shall be at the expense of the Carrier.
- The Charterer shall ensure that any goods to be transported are sufficiently and properly packed for carriage and shall supply adequate damage and tie down material taking into account all reasonable demands of the Carrier and the Captain and where necessary complying with IATA Restricted Articles Regulations (or other Regulations as may be applicable), a copy of which is available for inspection at the offices of the Carrier;
- The Charterer shall be solely responsible for ensuring that passengers and their baggage will 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.
- Charges for ground transportation, warehouse handling, warehouses and customs clearance shall be at the expense of the
6 CHARTER PRICE
The Charterer shall pay to the Carrier the agreed Charter Price (as cleared funds) following the stipulated clause in 6.1. below of this agreement unless a different credit period has been agreed in writing by the Carrier. All payments shall be made without deduction, set-off counterclaim or withholding whatsoever. The Carrier shall be entitled to treat non-payment of the Charter Price as constituting the cancellation by the Charterer of the Charter entitling the Carrier to payment in accordance with the provisions of clause 13 below. The provisions of clause 8 below may have effect on any final Charter Price.
If for any reason payment of the Charter Price or any instalment thereof shall not be made on the due date, then the Carrier shall have the option to cancel the Air Charter Agreement without compensation.
6.1. DEPOSIT & PAYMENT TERMS
- 10% non-refundable deposit upon signing the contract
- Remaining 90% or full payment should be on Carrier’s account not less than 72 hours prior to the commencement of the agreed flight schedule.
7 INTEREST ON LATE PAYMENT
The Carrier shall be entitled to claim interest on the amount overdue at the rate of 2.5% over the Bank of England base rate, or part thereof, compounded monthly, deemed effective on the satisfactory completion of the planned itinerary.
8 CARRIERS PROTECTION AGAINST INCREASED COST
The Carrier shall on behalf of the Charterer make its best effort to protect the Charterer against increased costs. If there is any increase after the signing and dating of this Contract in; security costs, aviation insurance premiums, fuel costs, airport passenger duty and taxes or similar costs (including aircraft de/anti-icing or the effects of volcanic eruption that was not otherwise anticipated), and without limitation, relating to the agreed schedule or any part of the Charter, the Carrier shall be entitled to increase the Charter Price accordingly.
The Charterer accepts and will be liable for any additional costs incurred after commencement of and during the agreed schedule where the Charterer may request any substantive change to the schedule, its agreed timings, additional flying, services, or extends the charter where further costs (without limitation) are incurred. Paragraph 11 also applies.
9 TAXES AND CHARGES
Unless expressly included, the Charter Price does not include any taxes (including without limitation, VAT) levies or charges assessed or imposed by any taxing or aircraft authority directly upon the execution or performance of this Contract, or the carriage, embarkation and disembarkation of passengers or the loading or unloading of baggage and/or goods all of which shall be paid by the Charterer on demand.
10 NON-PERFORMANCE OR DELAYS
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 fifteen minutes before the agreed scheduled departure time the Charterer shall be responsible for all further costs incurred by the Carrier as a result of the delay.
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 two hours after the agreed scheduled departure time, the Carrier may at its discretion and without any liability whatsoever depart as scheduled or alternatively elect to delay the flight, in which case, demurrage shall run against the Charterer at a rate equivalent to 3000.00 EUR for each hour/part hour that the flight is delayed. Charge of this demurrage rate shall be at the discretion of the Carrier.
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 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.
In the event that additional costs for delays or deviations occur for reasons of force majeure. This charter contract of carriage, the settlement of the additional costs of hotel, meals, refreshments, ground transfers, etc. at any airport, plus compensation to customers, if any, will be responsibility of charterer.
For delays over three hours appropriate meals will be served and the cost will be assume by Charterer or Operator whoever cause that delay.
It is understood that this agreement is also applicable for ATC or delays due to bad weather conditions.
11 VARIATION FROM FLIGHT SCHEDULE
Where the Charterer wishes to make change to the agreed Flight Schedule with respect to date, route, time, passenger load, catering or any other previously agreed parameter and the Carrier is able to accommodate such change, the Charterer shall be responsible for all further costs incurred by the Carrier. All costs over and above the Charter Price will be notified at the earliest opportunity.
The Carrier shall use all reasonable endeavors to compete the Flight Schedule but shall be entitled to depart from the Flight Schedule for any cause or reason beyond its reasonable control and the Charterer shall reimburse the Carrier on demand for any additional expenses incurred as a result. Paragraph 8 also applies.
If for any reason beyond the Carrier’s control the Aircraft is diverted from any destination agreed and stated within the Flight Schedule to another destination, the flight shall be deemed to be complete when the aircraft arrives at that other destination.
In the event of cancellation of the Charter flight, the Carrier shall be entitled to receive, as liquidated damages not a penalty, the following: –
- The 10% deposit fees, which is non-refundable
- 25% of the Charter Price if cancellation occurs upon contract signing date;
- 50% of the Charter Price if cancellation occurs 7 days prior to scheduled departure date;
- 75% of the Charter Price if cancellation occurs 3 days prior to scheduled departure date;
- 100% of the Charter price if cancellation is received 2 days prior to scheduled departure date;
provided that all cancellations shall be made in writing to and acknowledged and accepted by the carrier (by email or post).
Cancellation charges are exclusive of any expenses already incurred by the Carrier prior to cancellation.
No charge will be made if a flight is cancelled prior to departure due to adverse weather conditions or other operational reasons whereby the Carrier, in its absolute discretion, considers that it would be unsafe or impracticable to proceed with the flight. No charge will be made for cancellation in cases where the Carrier accepts responsibility. In the event of cancellation by the carrier, endeavors will be made, if the Charterer so desires, to ensure that the destination is reached by alternative transport at a cost not more than the agreed charter price. The Carrier cannot be held responsible for losses incurred by passengers or customers, whether financial or in any other form, brought about by a delay or cancelled flight, howsoever caused.
This Agreement may be terminated immediately upon notice to the Charterer upon the occurrence of any of the events specified below:
- a) the Charterer defaults in the payment of any amount payable hereunder on due date; or
- b) 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
- c) the Charterer admits in writing its inability to pay or becomes unable to pay its debts within the meaning of section 123 of the Insolvency Act 1996; or
- d) 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
- e) 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 charge 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
- f) a distress or other execution is levied or enforced upon or against any part of the Charterer’s property; or
- e) 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
15 EFFECT OF DEFAULT
If this Agreement is terminated under Clause 14, 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 hereunder, together with interest thereon (if any) at the rate specified in the Schedule and the Charterer shall indemnify and keep the Carrier indemnified against all loss, damage, costs, expense, claim or liability incurred or sustained by the intermediary as a result of such termination and the Intermediary shall be entitled to retain any initial deposit paid by the Charterer pursuant to any provisions therefore set out in the Schedule.
16 EXCLUSION OF LIABILITY / INDEMNITY OF CARRIER
- The Carrier does not undertake any carriage as a common
- Except as expressly provided within these terms and conditions the Carrier shall not be liable to the Charterer in any manner whatsoever (whether arising from the negligence of the Carrier, its employees or agents, or otherwise) for any loss or damage whatsoever (including without limitation consequential loss) provided that this shall not exclude or restrict the Carriers liability for death or personal injury resulting from the negligence of the Carrier, its employees or agents, unless required by applicable
- The Carrier may in any event without any liability to any passenger refuse to carry or remove en route, if appropriate, any passenger or his baggage where, in the exercise of its reasonable discretion, the Carrier decides that such action is necessary for reasons of safety; such action is necessary in order to comply with any applicable laws, regulation or orders of any state or country to be flown from into or over and/or the conduct, status, age or mental or physical condition of the passenger is such as to:
– require special assistance of the Carrier;
– cause discomfort or make himself objectionable to other passengers,
– the passenger has failed to submit to or pass any required security check;
– the passenger’s baggage has not been cleared by all appropriate baggage screening checks;
– the passenger does not appear to be properly documented;
– the person presenting at the counter cannot prove that he is the person named on the booking or otherwise appears to have been acquired unlawfully;
- All liabilities in relation to the carriage by air of passengers and their luggage shall be governed by the Conditions of Carriage of the Carrier, a copy of which is available on
- The Carrier shall be under no liability to the Charterer for any failure by it to perform their respective obligations under this Agreement arising from force majeure, labour disputes, strikes or lock-outs or any other cause beyond the control of the Carrier.
- The Charterer agrees to indemnify the Carrier and keep the Carrier indemnified against all liabilities, claims, costs and expenses whatsoever incurred to due to or claimed by any third party as a result of any such reason or circumstance save for liability for death or personal injury arising as a result of the gross negligence or willful misconduct on the part of the
17 WRONGFUL ACTS OF CHARTERER
The Charterer shall indemnify the Carrier against all claims (including legal fees and costs) in respect of any liability of the Carrier to third persons (including but not limited to passengers, consignors or consignees) for any loss or damage whatsoever (including costs and expenses on a full indemnity basis) arising out of any wrongful act or omission of the Charterer, its servants or agents or any passenger carried with the authority of the Charterer.
18 LAWS AND TRAFFIC REGULATIONS
The Charterer shall comply with and ensure that each passenger and/or owner of freight carried observes and complies with all traffic regulations of the Carrier and all customs, police, public health and other laws and regulations which are applicable in the countries to which flights are originated, landings are made or over which flights are made. The Charterer warrants that all passengers will hold all necessary passports, visas, health and other certificates to secure transit through any intermediate points and/or entry into the place of destination and 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 of the flight or to any other point then the cost of so doing shall be repayable by the Charterer to the carrier upon demand.
The Charterer shall not be entitled to assign the benefit of this Contract to any other person without the consent in writing of the Carrier.
Any notice to be given under this Contract shall be given by delivering by hand or by sending it first class post to the address, or by email to the email addresses shown in the Contract. Such notice shall be deemed given if: –
- delivered by hand on presentation or refusal or presentation.
- by first class post on the second working day after the day of posting; and
by email on sending provided the addressee does not notify the sender within 24 hours that it has been incorrectly or illegibly sent.
The rights of neither party shall be prejudiced or restricted by any indulgence or forbearance granted to it and no waiver if any breach shall operate as a waiver of any other or further breach.
If any part of this Agreement/Contract (including these Terms and Conditions) is considered by any court or other competent authority to be unenforceable, it shall be considered severable so as not in any way to effect the remainder of the terms.
The heading in these Terms and Conditions are for convenience only and shall not affect interpretation.
24 ECONOMIC SANCTIONS
The Charterer declares that neither the Charterer’ Company nor any of its subsidiaries nor, to the knowledge of the Charterer’ Company, any director, officer or employee of the Charterer’ Company or any of its subsidiaries is currently subject to any US, UN, EU or UAE sanctions administered by any Trade Compliance Authorities, including but not limited to, the Office of Foreign Assets Control of the U.S. Department of the Treasury, (together the “Trade Compliance Regulations”).
The Charterer declare to be aware of all economic sanctions laws, anti-boycott laws and trade restrictions imposed by the US, UN, the UAE and EU, as may be amended from time to time, and warrant to comply with them in all respects related to the performance of this contract.
This warranty refers particularly but not exclusively to the nominated aircraft, to whoever may own, control, operate or have chartered the aircraft, to Charterer’ documentary instructions, to any intervening Banks, and in general to any other person, company or entity involved in the performance of this contract.
Nothing in this contract is meant to require either party to take any action which is likely to place it or its affiliates in a position of non-compliance with, or in contravention of, the above mentioned laws and restrictions. In particular, but without limitation, the Carrier shall at any time be entitled to reject or withdraw acceptance of any service where the acceptance of such service would place them or their affiliates in a position of non-compliance with, or in contravention of, the said laws and restrictions.
The Carrier is not obligated to proceed, and is excused under this agreement from proceeding, with any transaction or conduct that it reasonably believes would result in a violation by the Carrier or the Charterer of the Trade Compliance Regulations.
25 APPLICABLE LAW AND JURISDICTION
The Contract and these Conditions shall be governed by and construed in accordance with the UAE Law and the Courts of Dubai shall have non-exclusive jurisdiction to deal with any disputes arising hereunder.
26 Payment may be made against this Contract to the account below prior to issue/receipt of invoice:
BANK NAME: Mashreq Bank
BANK ADDRESS: Deira, Dubai, UAE.
SWIFT CODE: BOMLAEAD
AED IBAN: AE690330000019100538961
USD IBAN: AE420330000019100538962
EUR IBAN: AE150330000019100538963
Signed ___________________________________________________________ For and on behalf of __________________________________________
Print Name ___________________________________________________________________ Date ___________________________________________