Terms of Service
All air transportation arranged by JetZen on behalf of Customer is subject to the following standard terms and conditions:
1. AGENCY RELATIONSHIP
Customer hereby authorizes JetZen to sign on its behalf the Air Carrier’s terms and conditions in respect of the Charter Flight as its agent, on its behalf. Customer herebyacknowledges that the Air Carrier of the charter flight is the Air Carrier selected for the Charter Flight. Customer accepts that JetZen, as its agent, is not responsible for the acts or omissions of the Air Carrier, the performance or non-performance of the Charter Flight or anyother matters outside its control. Customer agrees that in the event that this Charter Flight has been handled or booked by someone other than itself, including but notlimited to, personal assistants, secretaries, bodyguards, etc. Customer remain fully liable for all responsibilities under this Agreement and confirm that Customer haveread and understood all its obligations under it, including providing the information or documents detailed in the above section.
2. SCHEDULE CHANGE REQUESTS
Customer hereby acknowledges and agrees that any requests to change the date and/or time of departure of the charter flight set out in this agreement are subject to theavailability of the Air Carrier, aircraft, crew and other required aspects of the flight and may result in additional charges. JetZen shall use reasonable efforts toaccommodate any such change requests, however Customer agrees and acknowledges that JetZen shall not be liable and Customer shall continue to be bound by anycancellation terms in this agreement in the event that JetZen or the Air Carrier is unable to accommodate any change request.
3. OPERATION
JetZen agrees to make available to Customer and Customer agrees to charter through JetZen the flights, or the portions of flights listed in this Agreement (hereinaftercollectively called the “Charter Flights”, and individually a “Charter Flight”) subject to the terms and conditions of this Agreement and the charter regulations codified in14 CFR Parts 295, 298 and 380 and such other regulations of the U.S. Department of Transportation (“DOT”) as may be applicable, from time to time, to the CharterFlights (the “Charter Regulations”). Subject to the Charter Regulations, Customer may originate or terminate a Charter Flight in any city listed in this Agreement or any amendment hereto. JetZen and AirCarrier expressly reserve the right to substitute aircraft for all Charter Flights upon notice to Customer. JetZen shall not be responsible for delays, losses or damages ofany kind caused, in whole or in part by force majeure, acts of war, terrorism, mechanical or electronic difficulties with the aircraft, adverse meteorological conditions,ATC delays or other unforeseeable circumstances. This Agreement shall also be subject to: The rule relating to liability established by the Convention for the Unification of Certain Rules Relating to International Carriage by Air, signed at Warsaw, Poland, October 12, 1929, as amended by the Protocol signed at the Hague, September 28, 1955, and in accordance with the terms of the Montreal Agreement, dated May 16, 1966, as applicable, unless the carriage provided for herein is not “International Carriage” as defined by such Conventions: and Air Carrier’s timely receipt of any consents and approvals of foreign governments and the timely grant of all landing rights required to operate the Charter Flights. Air Carrier will make any aircraft chartered pursuant to this Agreement available for boarding by Customer at a reasonable time prior to departure, but in no event less than fifteen (15) minutes prior to departure and not greater than sixty (60) minutes prior to departure. JetZen will work with the Customer to schedule each flight such that the aircraft is scheduled to position at least sixty (60) minutes prior to each departure. In the event boarding is not completed as of the scheduled time of departure, and the delay is caused by an act or omission of Customer, Customer agrees to pay JetZen’ out-of-pocket expenses for incremental ground handling and aircraft parking charges incurred as a result of Customer’s delay. Customer agrees that any rechargeable items not included in the Charter Price are subject to a 2% administration fee
4. PAYMENT
Customer agrees to pay the Charter Price to JetZen, in full, for each Charter Flight as indicated on the payment schedule on or before the specified date by way of wire transfer to the account set forth below. Customer shall secure payment all obligations incurred pursuant to the terms hereof, by paying JetZen a security deposit in the amount indicated on the Payment Schedule. Customer agrees that in the event Customer fails to make any payment required pursuant to the terms of the Agreement as scheduled on the Payment Schedule (including without limitation, any payment applicable to any cancellation charges or the Charter Price), JetZen shall have the right thereafter, without further notice or action, to apply the security deposit to any and all unpaid obligations of Customer under this Agreement and to terminate this Agreement pursuant to Section 5 hereof, and JetZen shall have no obligation to provide services in connection with any Charter Flight hereunder, notwithstanding JetZen’ application of the proceeds of the security deposit to Customer’s unpaid obligations. Customer shall wire transfer all down payments and balances to the account identified below. Any forms of payment other than wire transfer must be approved in advance by JetZen. Payments from Customer shall be made via bank wire transfer to:
Bank Name: Bank of America
Account Name: JetZen Aviation Inc.
Account #: 898130855683
ABA Routing #: 026009593
Swift Code: BOFAUS3N
JetZen shall advise Customer immediately of any governmental charges or taxes levied against JetZen which are the responsibility of the Customer and which are not specifically included in the Charter Price. Such taxes and charges shall be payable by Customer within ten (10) days of receipt of such notice. Reasonable expenses, including but not limited to security fees, landing fees, special event fees, de-icing, and other unforeseen applicable fees will be billed to the Customer at cost upon the completion of each trip. JetZen shall provide to Customer a description of the additional services and the fees for the same. In all instances JetZen warrants, that it will use all reasonable efforts to notify Customer in advance prior to incurring additional fees and if such additional services are reasonable and necessary, JetZen will perform or have the same performed and the cost to Customer for the same in all instances will be reasonable. JetZen will provide to Customer an invoice specifying in detail the services performed including a cost for the same and will submit said invoice to Customer immediately following the completion of the charter flight schedule. Payment from Customer is due immediately on receipt of the invoice. If payment is not received according to the terms herein, Customer will pay a 5% late fee and finance charges of 4% per month plus costs of collection including, but not limited to, attorneys’ fees and costs, which will accrue until the invoice is paid in full.
5. COMPLIANCE WITH APPLICABLE LAWS
Customer represents that it is authorized, pursuant to existing laws and applicable regulations, to enter into this Agreement and to its obligations hereunder. Customer agrees to comply, and will cause its agents, officers and employees to comply with applicable law and the Charter Regulations. If Customer or any charter passenger or prospective charter passenger on any Charter Flight has failed to observe applicable law or the Charter Regulations, Air Carrier or JetZen shall have the right, at its option, to either cancel the Charter Flight or to refuse to board any of the charter passengers or prospective charter passengers of such Charter Flight without liability or penalty of any kind. Air Carrier may refuse to transport or may remove any charter passenger if such refusal or removal is necessary for the reasonable safety and comfort of the charter passengers or if the refusal or removal is the result of such charter passenger creating a hazard or risk to himself or other persons or to property. In the event of such refusal or removal, neither Air Carrier or JetZen shall be required to refund any charges paid by Customer.
6. DOCUMENTATION
Customer acknowledges and agrees that local authorities at the country of departure or destination and/or relevant authorities providing any overflight permits (the “Authorities”) may require detailed information and documentation related to the flight and/or our passengers. Customer shall provide any or all of the following documents and/or information without delay on request by JetZen: A full and detailed passenger manifest with copies of passports and applicable visas (to be provided at the latest 48 hours prior to departure). Sponsor and/or receiving party full details for each destination. For each sponsor and/or receiving party, this may include, but is not limited to; full name, telephone number, corporate title, relationship to the passenger, passport copy, etc. Pet passports (including details of applicable or required vaccinations) for any pets travelling on the Aircraft. Any applicable vaccination records for the passengers travelling on the Aircraft Customer agrees that the above list is a non-exhaustive list of documents and/or information and that other specific documents and/or information may be required by JetZen, the Air Carrier and/or any relevant Authorities at any time. Customer also accepts that it must declare if any passenger is travelling on a Diplomatic passport. No responsibility will be taken by JetZen or the Air Carrier for the use of a Diplomatic passport by any travelling passenger that changes the flight status for tax purposes. These subsequent costs would be borne entirely by Customer. Customer agrees that failure to provide any of the documentation and/or information detailed in this section, as well as any other documentation and/or information that may be required by the relevant Authorities and which has been requested by JetZen before or after signature of this agreement, may result in a delay to the flight or the flight being deemed cancelled by Customer. Customer acknowledges and agrees that it shall remain fully liable for all costs and pay any applicable cancellation fees that may arise as a result of its failure, omission or inaction to provide the aforementioned documents or information. Customer shall indemnify and hold harmless JetZen or Air Carrier for any fines or costs that arise out of Customer’s failure to comply with any applicable law or Charter Regulations. JetZen and Air Carrier reserve the right to refuse carriage of any passengers that at the time of the Charter Flight are included in any United Nations, European Union (“EU”) and/or United States of America (“US”) sanctions lists (the “sanctioned individual”), regardless of whether the Charter Flight originates from and/or arrives to the US and/or an EU country and irrespective of whether or not such sanctions include a flight ban. Customer accept that JetZen or Air Carrier shall not be liable to it for any losses, costs or expenses whatsoever resulting from refusing the sanctioned individual on the Charter Flight. Customer acknowledges and agrees that its refusal to continue or start the Charter Flight without the sanctioned individual shall be considered a cancellation of the Charter Flight on its behalf. Customer acknowledges and agrees that it shall be responsible for any and all cancellation fees that may be applicable.
7. LIABILITY OF SERVICE TO PASSENGER
The Air Carrier and pilot-in-command shall have complete authority and discretion over aircraft, support facilities and all matters concerning the preparation and operation of aircraft including the suitability of the weather and landing areas, the condition of aircraft for flight, landing of aircraft, the manner of flight and all other factors affecting flight safety. In this regard, the pilot-in-command shall have sole discretion to determine whether flights should be rerouted, shortened, delayed, terminated or refused. If JetZen, Air Carrier or the pilot-in-command determines that landing facilities at any point on the flight route(s) are not adequate or safe for landing purposes, or if landing is prohibited or restricted by law, regulations, adverse weather or operating conditions, Air Carrier may substitute an alternate airport where adequate and safe facilities are available, and landing may be accomplished. In any such event, Air Carrier and JetZen shall be deemed to have fulfilled their contractual obligations hereunder as if there were no diversion. JetZen and Air Carrier shall have no liability to Customer for delays or cancellation caused by over-flight restrictions or the unavailability of landing slots at any intermediate or final destination. If a flight is delayed or cancelled because of mechanical or electronic difficulties with the aircraft, a weather observation or forecast indicating either that environmental conditions will result in the closure of a departure or arrival airport or that weather conditions will be below the minimums set by the Federal Aviation Administration for landing or take-off, no ground transportation, lodging, meals, or amenities will be provided by JetZen or Air Carrier.
8. INDEMNIFICATION, INSURANCE AND LIABILITY LIMITATION
Customer party shall indemnify and hold harmless JetZen and its officers, directors, employees and agents from all liabilities, damages, losses, claims, suits, judgments, cost and expenses, including reasonable attorney fees, directly or indirectly incurred by JetZen from claims by third parties as the result of or arising out of or in connection with its respective products or services supplied in connection with this Agreement Air Carrier maintains insurance required pursuant to applicable law. JetZen does not maintain liability insurance coverage. JETZEN AVIATION INC. SHALL NOT BE LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY (A) CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR RELIANCE DAMAGES; OR (B) ANY MATTER BEYOND ITS REASONABLE CONTROL. JETZEN shall not have, nor assume any responsibility or liability to Customer for activities performed by Air Carrier.
9. FORCE MAJEURE
If Air Carrier or Customer is rendered unable, wholly or in part, by Force Majeure to carry out its obligation under this Charter Air Services Agreement, other than the obligations to make money payments, the party that is unable to perform (“the canceling party”) shall be entitled to cancel, with such notice to the other party as is reasonable under the circumstances, the Charter Flights affected by Force Majeure without being subject to or responsible for any penalties or damages for such cancellation. Furthermore, the obligations of canceling party, so far as they are affected by Force Majeure, shall be suspended during the continuance of the Force Majeure. Either Air Carrier or Customer may terminate this Agreement, upon ten (10) days written notice, without further liability to any other party in the event Force Majeure causes the continued performance of this Agreement to be impractical, inadvisable or unprofitable. The term Force Majeure as hereby employed shall mean any event which is not reasonably within the control of the parties hereto and which would prevent a party from fulfilling its obligation under this Agreement, including but not limited to acts of God, strike, lockout, or other industrial disturbances, act of the public enemy, war, blockade, public riot, lightning, fire, storm, flood, fog, explosion, governmental restraint, airport closure, use of aircraft for military operations, unavailability of fuel, and any other reason that is beyond the party’s control.
10. MISCELLANEOUS
The time of boarding and departure from the origin point and all intermediate points on the Charter Flights shall be determined by Air Carrier and are subject to aircraft routing, gate space, weather conditions and other operational factors. In the event that operational constraints and/or airport restrictions prohibit a departure time prior to midnight on the local date shown in this Agreement, Air Carrier will operate a departure at the closest possible time thereafter. Air Carrier assumes no obligation to commence or complete transportation within a certain time or according to any specific schedule set forth in this Agreement and Air Carrier shall not be held liable for failure to do so or for error in any statement of times of arrival or departure. Customer shall be responsible for ensuring that all its passengers comply with all applicable law and Charter Regulations as well as all conditions of this Agreement. Customer shall also be responsible for all damages by charter passengers to the property of Air Carrier. CUSTOMER AGREES TO INSTITUTE ALL LEGAL PROCEEDINGS INVOLVING THIS AGREEMENT IN THE COURTS LOCATED IN THE STATE OF NEW YORK AND ANY CLAIM OR QUESTIONS ARISING HEREUNDER SHALL BE CONSTRUED OR DETERMINED ACCORDING TO THE LAWS OF THE STATE OF NEW YORK. Each party irrevocably agrees that the state and federal courts located in the County of New York, New York shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation. In the event of a breach of this Agreement, the prevailing party shall be entitled to receive reasonable attorney fees and costs from the party determined to be in breach. This Agreement supersedes all prior communications and agreements of the parties applicable to the Charter Flights and any other services provided for herein and may only be amended by an instrument in writing signed by authorized representatives of the parties hereto. Titles are inserted in this Agreement for the purposes of reference and convenience and in no way define, limit or describe the scope of intent of this Agreement. All communications, directions, approvals, instructions, requests and notices required or permitted by this Agreement shall be in writing and shall be deemed to have been duly given or made when delivered personally or transmitted electronically by e-mail or facsimile, receipt acknowledged, or return receipt requested to the addresses set forth in the first paragraph of this Agreement. Customer shall not transport any contraband or hazardous substances of any type. Customer shall be responsible to Air Carrier and JetZen for all damages incurred by reason of the breach of this Section. Customer shall be responsible for the cost of cleaning, repair or replacements as may be necessary as a result of extraordinary wear and tear, damage or misuse of aircraft or its contents caused by Customer, Customer’s passengers and/or guests. The recitals, exhibits and appendixes to this Agreement are incorporated herein and, by this reference, made a part hereof as if fully set forth at length herein.
