Term & Conditions
1. DefinitionsWhere the following words and expressions have been used in these Terms and Conditions they will have the meanings given below: Exec Air Charter Agreement: the Client Confirmation and these Terms and Conditions;
Aircraft: the aircraft described in the Client Confirmation or any alternative aircraft substituted under clause 2;
Cancellation Charges: the charges payable by the Client to ACC in terms of clauses 4.2, 6.2 and 9, and as set out in the Schedule;
Client Confirmation: the document specifying terms agreed and signed by both parties;
Check-in Time: the time stated in the Client Confirmation or otherwise notified to the Client by EAC;
Client: the person, firm or body corporate entering into or offering to enter into this Agreement as identified in the Client Confirmation; Loss: any damage, injury, loss, partial loss, cost, claim or expense (including loss of profit and consequential and indirect loss or damage of any kind) arising out of or in connection with the services provided by EAC;
Operator: the commercial aircraft operator from whom EAC has chartered the Aircraft;Passenger the passenger or, as the case may be, the passengers of the Flight, details of whom are set out in the Client Confirmation;
Price: the amount payable to EAC by the Client as set out in the Client Confirmation;
Flight: the flight or, as the case may be, each of the flights set out in the Client Confirmation;
Schedule: the schedule attached to and forming part of this Agreement;
STA: the scheduled time of arrival of the Flight set out in the Client Confirmation;
STD: the scheduled time of departure of the Flight set out in the Client Confirmation;
Travel Documents: all Passenger tickets, baggage checks, air waybills and other documents required under the Warsaw Convention or other applicable law;
Warsaw Convention: the convention for the Unification of Certain Rules relating to International Carriage by Air signed at Warsaw on October 12, 1929 or that Convention as amended by the Hague Protocol of 1955 or the Montreal Protocols of 1975 whichever may be applicable and in each case the Guadalajara Convention of 1961.
2. EAC's Obligations
2.1 EAC shall make every effort to ensure that the Operator provides the Aircraft manned, maintained, equipped, and fuelled for the period of the Flight. The Operator is responsible for the maintenance of the Aircraft. The Client agrees that the crew shall be the employees and agents of the Operator and such crew shall be authorised to take orders only from EAC or the Operator unless otherwise agreed in writing between EAC and the Client.
2.2 EAC shall use all reasonable endeavours to complete the Flight. If at any time prior to the STD the Aircraft becomes unavailable or unserviceable, EAC undertakes to use reasonable endeavours to find a substitute aircraft matching the Client's specification as closely as is practicable in all the circumstances. Any additional costs incurred in obtaining such substitute aircraft will be borne by the Client.
2.3 If at any time prior to the STD the Operator ceases trading, EAC undertakes to use reasonable endeavours to find a substitute aircraft matching the Client's specification as closely as is practicable in all the circumstances. Any additional costs incurred in obtaining such substitute aircraft will be borne by the Client.
3. Obligations of the Client
3.1 The Client shall comply and shall ensure that the Passenger, baggage and any cargo comply with all relevant laws and regulations in the United Kingdom or any other country of departure, transit or arrival under this Agreement.
3.2 The Client shall complete the Travel Documents in whatever form as the Operator or EAC may require, time being of the essence, and it shall be the responsibility of the Client to ensure that the properly completed Travel Documents are delivered to the Passenger in accordance with applicable law, and that the Passenger comply with the provisions of the Travel Documents.
3.3 The Client acknowledges that the captain of the Aircraft shall have absolute discretion when taking decisions concerning the operation of the Aircraft in order to ensure the safety of the Aircraft, the Passenger, crew and any cargo. Any decisions of the captain of the Aircraft made shall be binding upon EAC, the Client, and the Passenger. The Client shall ensure that the Passenger complies with such decisions. EAC shall have no liability to the Client in respect of any such decision.
3.4 The Client acknowledges that the Aircraft is provided as a 'sole use' charter type and under no circumstances shall it sub-charter the Aircraft.
4. Checking In and Boarding
4.1 The Client shall ensure that the Passenger and baggage and any cargo shall be at the check-in point at the departure airport specified in the Client Confirmation no later than the Check-in Time and that the Passenger possesses all necessary identity documents, visas and other documents required by the authorities of countries of departure, transit and arrival of the Flight for the transportation of the Passenger, his baggage and any cargo.
4.2 If the Flight is or is to be delayed beyond the STD by reason of any failure by the Client to comply with clause 4.1 or because of any other act or omission on the part of the Client or the Passenger, then EAC may, in its sole discretion, agree to re-schedule the affected Flight provided that the Client shall indemnify EAC against any Loss incurred by EAC as a result of such delay. However, EAC reserves the right in such circumstances to terminate this Agreement or the affected Flight, and to charge the Cancellation Charges charged in accordance with clause 9.3.4.3 If the captain in control of the Aircraft decides in his sole discretion that the Flight shall be diverted in order to remove the Passenger whose conduct or mental or physical condition is such as to cause discomfort or nuisance to any other Passenger or involves any hazard or risk to the Passenger or any other Passenger or involves any hazard or risk to the Passenger or any other Passenger or to property, then the Client shall indemnify EAC against any Loss incurred by EAC as a result of such diversion and removal.
5. Price
5.1 Except as expressly set out elsewhere in this Agreement, the Price includes the cost of fuel, oil, maintenance, landing, hangarage, parking, ground handling and the remuneration and expenses of air-crew.
5.2 All other costs including (but not limited to) all licence fees, clearance fees, royalties and baggage screening charges, security charges, increased airline insurance rates, customs duties, airport and passenger taxes, connections to and from airports, ground accommodation and cabin services shall be for the account of the Client unless otherwise specified in the Client Confirmation. EAC shall be entitled to invoice the Client for any such costs paid by EAC.
5.3 The Price is subject to any fuel or currency variations imposed by the Operator.
5.4 The Price and all other charges provided for in this Agreement are exclusive of value added tax or sales taxes which shall, where appropriate, be paid in addition by the Client at the rate in force at the tax point.
6. Payment
6.1 The Client shall pay EAC the Price in the currency stated and at the time specified in the Client Confirmation. Payment of any other costs agreed between the parties and any other charges provided for in this Agreement shall be made in the currency stated in the Client Confirmation within 14 days of the date of the invoice or at least two working days prior to departure of the first Flight if such costs are incurred prior to departure of the first Flight, unless otherwise agreed by EAC.
6.2 If any payment is not received by the date specified in clause 6.1, EAC may, without prejudice to any other rights or remedies it may have, cancel this Agreement with no further liability to the Client and claim cancellation charges in accordance with clause 9.3.
7. Licences and International Regulations
7.1 The Flight is conditional on the grant of, and subject to, the terms and conditions of the relevant air transport licence issued to the Operator by the relevant authority and of any further licences or authorities which may be required for the operation of the Flight whether under the laws or regulations of the country or state in which the Aircraft is registered or any other country or state to, from or over which the Aircraft will be flown in the course of the Flight.
7.2 EAC undertakes to ensure that the Operator applies for and uses all reasonable endeavours to obtain all such air transport and other licences and authorities as are referred in clause 7.1 but EAC gives no warranty that such licences will be obtained. If such licences are not, in EAC's reasonable opinion, likely to be obtained in due time, EAC may cancel this Agreement without further liability to the Client except to refund the Price in full.
7.3 The Client acknowledges that the charter type is as "sole use", and warrants that it shall not sub-charter the Flight to any third parties.
8. International Carriage
8.1 The Client warrants that all necessary passports, visas, health and other certificates necessary to secure transit through any intermediate points and entry into the country of destination of the Flight will be held by the Passenger. In the event of the appropriate Immigration Authorities refusing entry to the Passenger and the Operator is required to transport the Passenger to the point of origin of the Flight or to any other point, then the costs incurred by ACC shall be reimbursed by the Client.
8.2 The Client warrants that the Passenger's baggage or any cargo will not contain anything of a dangerous, hazardous or offensive nature or of which the carriage, importation or exportation is prohibited by any country or state, which has to be crossed or entered. The Client shall also ensure the possession of all documents enabling them to comply with all Customs, Police, Public Health and other regulations which are applicable in the United Kingdom and any other countries or states in which landings are made both in respect of the Passenger and his baggage and to be responsible for the payment of all dues or charges in connection with them.
9. Termination
9.1 The Client may cancel this Agreement at any time prior to departure (except in order to travel with another carrier) by notice in writing to EAC subject to payment of the Cancellation Charges. EAC may apply any monies paid to it by the Client against the Cancellation Charges.
9.2 EAC may terminate this Agreement immediately by notice in writing if:9.2.1 the Client commits a breach of this Agreement which is incapable of remedy or which, if capable of remedy is not remedied within such reasonable time as EAC shall require following notice to the Client of the breach; or9.2.2 the Client is unable to pay its debts (within the meaning of Section 123 Insolvency Act 1986 as if the words 'if it is proved to the satisfaction of the court' were replaced by 'if in the reasonable opinion of EAC') or a petition is presented or a resolution is passed to wind up the Client or an administration order is made in relation to the Client or a receiver, manager, administrative receiver or like person is appointed over the whole or any material part of the property, undertaking or assets of the Client; or the Client (or any partner in it) makes a voluntary arrangement within the meaning of Section 253 Insolvency Act 1986 or a bankruptcy order is made against the Client (or any partner in it) or the Client (or any partner in it) becomes insolvent or otherwise unable to pay his or its debts; or an analogous event to any of those in this General Term 9.2.2 occurs in respect of the Client in any territory whose jurisdiction the Client (or any partner in it) is subject.9.3 If EAC terminates this Agreement under clause 9.2 or in accordance with clauses 4.2 and 6.2, the Client shall forthwith pay EAC the Cancellation Charges. If EAC shall cancel one or more of the Flights, the Client shall pay EAC cancellation charges based on such proportion of the Price as EAC shall reasonably determine.
10. Force Majeure
10.1 EAC shall not be liable for any default under this Agreement where such default is caused by any event beyond its reasonable control including (but not limited to) acts of God, explosions, revolutions, acts of terrorism, hijacking, insurrection, riot, civil commotion, war, national or local emergency, act of government, lock-out, strike, industrial dispute or action, fire, lightning, flooding, embargoes, quarantine, requisition of an aircraft or cargo, acts or omissions of third parties, weather conditions, aircraft manufacturers conditions, aircraft manufacturers airworthiness directives, accident to the Aircraft or any part of it, the act of any authority or any of these factors affecting the Aircraft on any earlier flight provided that EAC has used reasonable endeavours to mitigate the effect of such event and to carry out its obligations under this Agreement in any other way that is reasonably practicable.
10.2 Any additional insurance cover warranted to the Client by EAC shall be subordinate to any restrictions currently imposed by insurers at the time of the Flight, arising from any heightened threats of war, acts of terrorism, hijacking, or civil commotion.
11. Delay, Variations and Diversions
11.1 Subject to clause 10, EAC shall use reasonable endeavours to ensure that the Aircraft departs at the STD. Once the Aircraft has departed, it is beyond EAC's control and all STA's are indicative only.
11.2 If, for any reason beyond the reasonable control of EAC, the Aircraft is diverted from any destination airport set out in the Client Confirmation, the Flight, or the affected Flight, as the case may be, shall be deemed complete when the Aircraft arrives at the airport to which it has been diverted.
11.3 Where EAC arranges for the Passenger to be transferred to the original destination by alternative means of transport, it shall be deemed to arrange such service as agent for the Client and shall under no circumstances whatsoever be liable in respect of any loss or damage arising out of such transport. The costs of any such transfer shall be payable by the Client.
12. No Assignment
12.1 This Agreement is entered into by the Client on its own behalf and on behalf of the Passenger and the Client shall not assign, transfer or otherwise deal with its rights and obligations under this Agreement without the prior written consent of EAC.
13. Limitation of Liability
13.1 EAC is not a common carrier and does not and shall not be deemed to undertake any carriage to which this Agreement relates as a common carrier.
13.2 Notwithstanding the provisions of this clause, carriage under this Agreement that constitutes international carriage as defined in the Warsaw Convention is subject to the provisions relating to liability established by the Warsaw Convention. EAC's liability to the Client or the Passenger arising from any carriage by air that is subject to the Warsaw Convention, shall be limited to the limits of liability allowed in the Warsaw Convention.
13.3 EAC's liability to the Client for any Loss arising out of any act, omission or default of the Operator or other agent or sub-contractor shall in no circumstances exceed any limitations of liability contained in any contract between EAC and such Operator, agent or sub-contractor.
13.4 Subject to clause 10 and 13.2, if EAC shall fail to have presented the Aircraft in service by the STD, EAC agrees that it shall bear the reasonable costs of the care of the Passenger, his baggage and cargo directly attributable to such delay up to the limits laid down in EAC's Passenger Welfare Manual in force from time to time, a copy of which is available on request.
13.5 Subject to clauses 10 and 13.2, if EAC fails to present the Aircraft in service or to substitute an alternative aircraft in accordance with this Agreement, within a reasonable time after the STD, the Client shall be entitled to cancel the affected Flight and EAC shall be liable to the Client for the following:(i) the refund of the Price paid by the Client or (where only one or more out of a number of Flights are cancelled), a refund of such proportion of the Price as EAC shall reasonably determine; and(ii) a maximum of £100 per Passenger for direct losses incurred; but not otherwise.
13.6 Subject to clauses 13.2, save in respect of death or personal injury caused by its own negligence, EAC shall be under no liability or obligation to the Client for any Loss whether arising out of breach of this Agreement or negligence or otherwise except as provided for in any warranties, conditions or terms, implied by law or otherwise (including without limitation as to quality or fitness for purpose) are hereby expressly excluded. In particular and without limitation, EAC shall have no liability for any economic, consequential or special damage or loss (including loss of profit or bargain or anticipated savings) arising out of or in connection with the performance or non-performance of any Flight.
13.7 Except in the case of fraud, EAC shall have no liability for any statement or representation made by any employee or agent on any matter connected with this Agreement except where such statement or representation appears in the Client Confirmation or is otherwise confirmed in writing by EAC.
14. No waiver
No failure or delay by either party in exercising any remedy, right, power or privilege under this Agreement shall operate as a waiver of the same.
15.Entire Agreement
15.1 This Agreement shall supersede all prior agreements and arrangements between the parties, and all such agreements and arrangements are hereby terminated without prejudice to any rights that may have accrued to either party.
15.2 No variation of this Agreement shall be effective unless made in writing and signed by or on behalf of the parties and expressed to be such a variation.
16. Law of Agreement and Jurisdiction
16.1 This Agreement shall be governed by and construed in accordance with the laws of Scotland and the parties irrevocably submit to the exclusive jurisdiction of the Scottish courts for any claim or dispute arising out of or in connection with this Agreement.
This is the Schedule referred to in the foregoing Terms and Conditions of Exec Air Charter ScheduleIf the Agreement is terminated in accordance with clauses 4.2, 6.2 or 9, the Client shall pay the EAC cancellation charge as follows:1. 10% of the Price - If notice is received after the booking has been confirmed in writing but more than 7 days before the scheduled departure time 10% of the Price.
2. 25% of the Price - If notice is received less than 7 days but more than 48 hours before the scheduled departure time.
3. 50% of the Price - If notice is received less than 48 hours but more than 24 hours before the scheduled departure time.
4. 75% of the Price - If notice is received within 24 hours before the scheduled departure time.
5. 100% of the Price - If no notice is received or the Client fails to show for their departure.
1. DefinitionsWhere the following words and expressions have been used in these Terms and Conditions they will have the meanings given below: Exec Air Charter Agreement: the Client Confirmation and these Terms and Conditions;
Aircraft: the aircraft described in the Client Confirmation or any alternative aircraft substituted under clause 2;
Cancellation Charges: the charges payable by the Client to ACC in terms of clauses 4.2, 6.2 and 9, and as set out in the Schedule;
Client Confirmation: the document specifying terms agreed and signed by both parties;
Check-in Time: the time stated in the Client Confirmation or otherwise notified to the Client by EAC;
Client: the person, firm or body corporate entering into or offering to enter into this Agreement as identified in the Client Confirmation; Loss: any damage, injury, loss, partial loss, cost, claim or expense (including loss of profit and consequential and indirect loss or damage of any kind) arising out of or in connection with the services provided by EAC;
Operator: the commercial aircraft operator from whom EAC has chartered the Aircraft;Passenger the passenger or, as the case may be, the passengers of the Flight, details of whom are set out in the Client Confirmation;
Price: the amount payable to EAC by the Client as set out in the Client Confirmation;
Flight: the flight or, as the case may be, each of the flights set out in the Client Confirmation;
Schedule: the schedule attached to and forming part of this Agreement;
STA: the scheduled time of arrival of the Flight set out in the Client Confirmation;
STD: the scheduled time of departure of the Flight set out in the Client Confirmation;
Travel Documents: all Passenger tickets, baggage checks, air waybills and other documents required under the Warsaw Convention or other applicable law;
Warsaw Convention: the convention for the Unification of Certain Rules relating to International Carriage by Air signed at Warsaw on October 12, 1929 or that Convention as amended by the Hague Protocol of 1955 or the Montreal Protocols of 1975 whichever may be applicable and in each case the Guadalajara Convention of 1961.
2. EAC's Obligations
2.1 EAC shall make every effort to ensure that the Operator provides the Aircraft manned, maintained, equipped, and fuelled for the period of the Flight. The Operator is responsible for the maintenance of the Aircraft. The Client agrees that the crew shall be the employees and agents of the Operator and such crew shall be authorised to take orders only from EAC or the Operator unless otherwise agreed in writing between EAC and the Client.
2.2 EAC shall use all reasonable endeavours to complete the Flight. If at any time prior to the STD the Aircraft becomes unavailable or unserviceable, EAC undertakes to use reasonable endeavours to find a substitute aircraft matching the Client's specification as closely as is practicable in all the circumstances. Any additional costs incurred in obtaining such substitute aircraft will be borne by the Client.
2.3 If at any time prior to the STD the Operator ceases trading, EAC undertakes to use reasonable endeavours to find a substitute aircraft matching the Client's specification as closely as is practicable in all the circumstances. Any additional costs incurred in obtaining such substitute aircraft will be borne by the Client.
3. Obligations of the Client
3.1 The Client shall comply and shall ensure that the Passenger, baggage and any cargo comply with all relevant laws and regulations in the United Kingdom or any other country of departure, transit or arrival under this Agreement.
3.2 The Client shall complete the Travel Documents in whatever form as the Operator or EAC may require, time being of the essence, and it shall be the responsibility of the Client to ensure that the properly completed Travel Documents are delivered to the Passenger in accordance with applicable law, and that the Passenger comply with the provisions of the Travel Documents.
3.3 The Client acknowledges that the captain of the Aircraft shall have absolute discretion when taking decisions concerning the operation of the Aircraft in order to ensure the safety of the Aircraft, the Passenger, crew and any cargo. Any decisions of the captain of the Aircraft made shall be binding upon EAC, the Client, and the Passenger. The Client shall ensure that the Passenger complies with such decisions. EAC shall have no liability to the Client in respect of any such decision.
3.4 The Client acknowledges that the Aircraft is provided as a 'sole use' charter type and under no circumstances shall it sub-charter the Aircraft.
4. Checking In and Boarding
4.1 The Client shall ensure that the Passenger and baggage and any cargo shall be at the check-in point at the departure airport specified in the Client Confirmation no later than the Check-in Time and that the Passenger possesses all necessary identity documents, visas and other documents required by the authorities of countries of departure, transit and arrival of the Flight for the transportation of the Passenger, his baggage and any cargo.
4.2 If the Flight is or is to be delayed beyond the STD by reason of any failure by the Client to comply with clause 4.1 or because of any other act or omission on the part of the Client or the Passenger, then EAC may, in its sole discretion, agree to re-schedule the affected Flight provided that the Client shall indemnify EAC against any Loss incurred by EAC as a result of such delay. However, EAC reserves the right in such circumstances to terminate this Agreement or the affected Flight, and to charge the Cancellation Charges charged in accordance with clause 9.3.4.3 If the captain in control of the Aircraft decides in his sole discretion that the Flight shall be diverted in order to remove the Passenger whose conduct or mental or physical condition is such as to cause discomfort or nuisance to any other Passenger or involves any hazard or risk to the Passenger or any other Passenger or involves any hazard or risk to the Passenger or any other Passenger or to property, then the Client shall indemnify EAC against any Loss incurred by EAC as a result of such diversion and removal.
5. Price
5.1 Except as expressly set out elsewhere in this Agreement, the Price includes the cost of fuel, oil, maintenance, landing, hangarage, parking, ground handling and the remuneration and expenses of air-crew.
5.2 All other costs including (but not limited to) all licence fees, clearance fees, royalties and baggage screening charges, security charges, increased airline insurance rates, customs duties, airport and passenger taxes, connections to and from airports, ground accommodation and cabin services shall be for the account of the Client unless otherwise specified in the Client Confirmation. EAC shall be entitled to invoice the Client for any such costs paid by EAC.
5.3 The Price is subject to any fuel or currency variations imposed by the Operator.
5.4 The Price and all other charges provided for in this Agreement are exclusive of value added tax or sales taxes which shall, where appropriate, be paid in addition by the Client at the rate in force at the tax point.
6. Payment
6.1 The Client shall pay EAC the Price in the currency stated and at the time specified in the Client Confirmation. Payment of any other costs agreed between the parties and any other charges provided for in this Agreement shall be made in the currency stated in the Client Confirmation within 14 days of the date of the invoice or at least two working days prior to departure of the first Flight if such costs are incurred prior to departure of the first Flight, unless otherwise agreed by EAC.
6.2 If any payment is not received by the date specified in clause 6.1, EAC may, without prejudice to any other rights or remedies it may have, cancel this Agreement with no further liability to the Client and claim cancellation charges in accordance with clause 9.3.
7. Licences and International Regulations
7.1 The Flight is conditional on the grant of, and subject to, the terms and conditions of the relevant air transport licence issued to the Operator by the relevant authority and of any further licences or authorities which may be required for the operation of the Flight whether under the laws or regulations of the country or state in which the Aircraft is registered or any other country or state to, from or over which the Aircraft will be flown in the course of the Flight.
7.2 EAC undertakes to ensure that the Operator applies for and uses all reasonable endeavours to obtain all such air transport and other licences and authorities as are referred in clause 7.1 but EAC gives no warranty that such licences will be obtained. If such licences are not, in EAC's reasonable opinion, likely to be obtained in due time, EAC may cancel this Agreement without further liability to the Client except to refund the Price in full.
7.3 The Client acknowledges that the charter type is as "sole use", and warrants that it shall not sub-charter the Flight to any third parties.
8. International Carriage
8.1 The Client warrants that all necessary passports, visas, health and other certificates necessary to secure transit through any intermediate points and entry into the country of destination of the Flight will be held by the Passenger. In the event of the appropriate Immigration Authorities refusing entry to the Passenger and the Operator is required to transport the Passenger to the point of origin of the Flight or to any other point, then the costs incurred by ACC shall be reimbursed by the Client.
8.2 The Client warrants that the Passenger's baggage or any cargo will not contain anything of a dangerous, hazardous or offensive nature or of which the carriage, importation or exportation is prohibited by any country or state, which has to be crossed or entered. The Client shall also ensure the possession of all documents enabling them to comply with all Customs, Police, Public Health and other regulations which are applicable in the United Kingdom and any other countries or states in which landings are made both in respect of the Passenger and his baggage and to be responsible for the payment of all dues or charges in connection with them.
9. Termination
9.1 The Client may cancel this Agreement at any time prior to departure (except in order to travel with another carrier) by notice in writing to EAC subject to payment of the Cancellation Charges. EAC may apply any monies paid to it by the Client against the Cancellation Charges.
9.2 EAC may terminate this Agreement immediately by notice in writing if:9.2.1 the Client commits a breach of this Agreement which is incapable of remedy or which, if capable of remedy is not remedied within such reasonable time as EAC shall require following notice to the Client of the breach; or9.2.2 the Client is unable to pay its debts (within the meaning of Section 123 Insolvency Act 1986 as if the words 'if it is proved to the satisfaction of the court' were replaced by 'if in the reasonable opinion of EAC') or a petition is presented or a resolution is passed to wind up the Client or an administration order is made in relation to the Client or a receiver, manager, administrative receiver or like person is appointed over the whole or any material part of the property, undertaking or assets of the Client; or the Client (or any partner in it) makes a voluntary arrangement within the meaning of Section 253 Insolvency Act 1986 or a bankruptcy order is made against the Client (or any partner in it) or the Client (or any partner in it) becomes insolvent or otherwise unable to pay his or its debts; or an analogous event to any of those in this General Term 9.2.2 occurs in respect of the Client in any territory whose jurisdiction the Client (or any partner in it) is subject.9.3 If EAC terminates this Agreement under clause 9.2 or in accordance with clauses 4.2 and 6.2, the Client shall forthwith pay EAC the Cancellation Charges. If EAC shall cancel one or more of the Flights, the Client shall pay EAC cancellation charges based on such proportion of the Price as EAC shall reasonably determine.
10. Force Majeure
10.1 EAC shall not be liable for any default under this Agreement where such default is caused by any event beyond its reasonable control including (but not limited to) acts of God, explosions, revolutions, acts of terrorism, hijacking, insurrection, riot, civil commotion, war, national or local emergency, act of government, lock-out, strike, industrial dispute or action, fire, lightning, flooding, embargoes, quarantine, requisition of an aircraft or cargo, acts or omissions of third parties, weather conditions, aircraft manufacturers conditions, aircraft manufacturers airworthiness directives, accident to the Aircraft or any part of it, the act of any authority or any of these factors affecting the Aircraft on any earlier flight provided that EAC has used reasonable endeavours to mitigate the effect of such event and to carry out its obligations under this Agreement in any other way that is reasonably practicable.
10.2 Any additional insurance cover warranted to the Client by EAC shall be subordinate to any restrictions currently imposed by insurers at the time of the Flight, arising from any heightened threats of war, acts of terrorism, hijacking, or civil commotion.
11. Delay, Variations and Diversions
11.1 Subject to clause 10, EAC shall use reasonable endeavours to ensure that the Aircraft departs at the STD. Once the Aircraft has departed, it is beyond EAC's control and all STA's are indicative only.
11.2 If, for any reason beyond the reasonable control of EAC, the Aircraft is diverted from any destination airport set out in the Client Confirmation, the Flight, or the affected Flight, as the case may be, shall be deemed complete when the Aircraft arrives at the airport to which it has been diverted.
11.3 Where EAC arranges for the Passenger to be transferred to the original destination by alternative means of transport, it shall be deemed to arrange such service as agent for the Client and shall under no circumstances whatsoever be liable in respect of any loss or damage arising out of such transport. The costs of any such transfer shall be payable by the Client.
12. No Assignment
12.1 This Agreement is entered into by the Client on its own behalf and on behalf of the Passenger and the Client shall not assign, transfer or otherwise deal with its rights and obligations under this Agreement without the prior written consent of EAC.
13. Limitation of Liability
13.1 EAC is not a common carrier and does not and shall not be deemed to undertake any carriage to which this Agreement relates as a common carrier.
13.2 Notwithstanding the provisions of this clause, carriage under this Agreement that constitutes international carriage as defined in the Warsaw Convention is subject to the provisions relating to liability established by the Warsaw Convention. EAC's liability to the Client or the Passenger arising from any carriage by air that is subject to the Warsaw Convention, shall be limited to the limits of liability allowed in the Warsaw Convention.
13.3 EAC's liability to the Client for any Loss arising out of any act, omission or default of the Operator or other agent or sub-contractor shall in no circumstances exceed any limitations of liability contained in any contract between EAC and such Operator, agent or sub-contractor.
13.4 Subject to clause 10 and 13.2, if EAC shall fail to have presented the Aircraft in service by the STD, EAC agrees that it shall bear the reasonable costs of the care of the Passenger, his baggage and cargo directly attributable to such delay up to the limits laid down in EAC's Passenger Welfare Manual in force from time to time, a copy of which is available on request.
13.5 Subject to clauses 10 and 13.2, if EAC fails to present the Aircraft in service or to substitute an alternative aircraft in accordance with this Agreement, within a reasonable time after the STD, the Client shall be entitled to cancel the affected Flight and EAC shall be liable to the Client for the following:(i) the refund of the Price paid by the Client or (where only one or more out of a number of Flights are cancelled), a refund of such proportion of the Price as EAC shall reasonably determine; and(ii) a maximum of £100 per Passenger for direct losses incurred; but not otherwise.
13.6 Subject to clauses 13.2, save in respect of death or personal injury caused by its own negligence, EAC shall be under no liability or obligation to the Client for any Loss whether arising out of breach of this Agreement or negligence or otherwise except as provided for in any warranties, conditions or terms, implied by law or otherwise (including without limitation as to quality or fitness for purpose) are hereby expressly excluded. In particular and without limitation, EAC shall have no liability for any economic, consequential or special damage or loss (including loss of profit or bargain or anticipated savings) arising out of or in connection with the performance or non-performance of any Flight.
13.7 Except in the case of fraud, EAC shall have no liability for any statement or representation made by any employee or agent on any matter connected with this Agreement except where such statement or representation appears in the Client Confirmation or is otherwise confirmed in writing by EAC.
14. No waiver
No failure or delay by either party in exercising any remedy, right, power or privilege under this Agreement shall operate as a waiver of the same.
15.Entire Agreement
15.1 This Agreement shall supersede all prior agreements and arrangements between the parties, and all such agreements and arrangements are hereby terminated without prejudice to any rights that may have accrued to either party.
15.2 No variation of this Agreement shall be effective unless made in writing and signed by or on behalf of the parties and expressed to be such a variation.
16. Law of Agreement and Jurisdiction
16.1 This Agreement shall be governed by and construed in accordance with the laws of Scotland and the parties irrevocably submit to the exclusive jurisdiction of the Scottish courts for any claim or dispute arising out of or in connection with this Agreement.
This is the Schedule referred to in the foregoing Terms and Conditions of Exec Air Charter ScheduleIf the Agreement is terminated in accordance with clauses 4.2, 6.2 or 9, the Client shall pay the EAC cancellation charge as follows:1. 10% of the Price - If notice is received after the booking has been confirmed in writing but more than 7 days before the scheduled departure time 10% of the Price.
2. 25% of the Price - If notice is received less than 7 days but more than 48 hours before the scheduled departure time.
3. 50% of the Price - If notice is received less than 48 hours but more than 24 hours before the scheduled departure time.
4. 75% of the Price - If notice is received within 24 hours before the scheduled departure time.
5. 100% of the Price - If no notice is received or the Client fails to show for their departure.
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