1. Definitions
In this Agreement, unless the context suggests otherwise:
- Agreement: This Passenger Aircraft Charter Agreement, including the Schedule and any appendices or attachments.
- Aircraft: Aircraft
- Base Date: The base date stated in the Schedule.
- Carrier: The operator of the Aircraft.
- Charter Price: The amount specified in the Schedule.
- Flight: A flight as described in the Schedule.
- Schedule: The Schedule attached to this Agreement.
- Charterer: Any person, firm, or corporate body chartering or intending to charter an aircraft from the Carrier.
- Supplier: The charter company.
- Demurrage/Standing Charge: A charge payable to the Carrier for failing to load or unload the Aircraft within the agreed time.
2. Charter Price and Payment
2.1 Payment of Charter Price
The Charterer must pay the Charter Price to the Supplier according to the time, currency, amounts, and address detailed in the Schedule.
2.2 Fuel Cost Adjustment
In the event of a substantial increase in fuel costs between the Base Date and the date of the Flight operation, the Charterer may be required to pay an additional amount to compensate the Supplier for such an increase fully.
2.3 Payment Timing
Timely payment of the Charter Price is essential to this Agreement.
2.4 No Set-off or Counterclaim
The Charterer cannot withhold any payment due to the Supplier under this Agreement, regardless of any set-off or counterclaim. If the Charterer must withhold or deduct any payment, they must pay an additional amount to ensure the Supplier receives the full payment.
2.5 Demurrage/Standing Charges
Demurrage or standing charges may be applied in exceptional circumstances at the hourly flying rate equivalent to the Charter Price for the Aircraft.
2.6 Deicing Charges
Deicing costs will be charged to the Charterer at cost after the flight is completed.
2.7 Credit/Debit Card Payment
If payment is not received prior to departure, the credit/debit card provided by the Charterer will be debited for the amount due.
3. Aircraft and Crew
3.1 Provision and Condition of Aircraft
The Supplier shall ensure that the Carrier provides the Aircraft at the beginning of the Flight, properly manned, equipped, fueled, and airworthy according to the laws and regulations of the Aircraft's state of registration. The Aircraft shall comply with all applicable laws and regulations throughout the Flight(s). If any Flight is delayed through no responsibility of the Supplier or the Carrier, the Charterer shall pay the Supplier Demurrage/Standing Charges at the rate specified in the Schedule.
3.2 Flight Schedule and Captain's Discretion
The times shown in the Schedule are approximate and not guaranteed. The Carrier may deviate from the Flight schedule, alter the Flight duration, or reduce the maximum payload. The Aircraft captain has complete discretion regarding the preparation for a Flight, whether to undertake or abandon a Flight, deviations from the proposed route, landing locations, and all other operational matters. The Charterer shall take all such decisions as final and binding.
3.3 Authority of Personnel
All ground and operating personnel, including the cabin team, are authorized to take orders only from the Carrier. Any exceptions require a specific written agreement from the Carrier, permitting certain defined instructions from the Charterer.
3.4 Substitution of Aircraft and Carrier
The Supplier may, at its discretion and without previous notice, substitute the Aircraft and the Carrier with another of the same or similar class. Substituted Aircraft and Carriers shall be considered Aircraft and carriers for this agreement. Any additional costs arising from such a substitution shall be charged to the Charterer.
4. Traffic Documents
The Supplier shall ensure that the Carrier provides all necessary passenger tickets, baggage checks, airwaybills, and other documents related to the carriage under this Agreement. The Charterer shall provide the Supplier with all required information and assistance to complete these documents promptly and in time for issue to passengers.
5. Flight Times, Passenger Handling, and Delay Responsibilities
5.1 Flight Times, Loading, and Embarkation
The Charterer is solely liable for ensuring that passengers and their luggage arrive at the specified check-in point at the departure airport on time. If any passenger fails to arrive on time, the Supplier holds no liability and is not obliged to make alternative arrangements. If the Carrier arranges for a passenger to be held on a later flight, the Charterer must pay any additional costs on demand, including passenger taxes and administrative fees incurred by the Carrier and Supplier.
5.2 Responsibility for Delays
The Charterer is solely responsible for all costs, expenses, and liabilities incurred due to delays (excluding technical delays for which the Carrier is responsible), deviations, or diversions. These include accommodation, meals, transportation, and other related expenses. The Charterer must reimburse the Supplier for all such costs on demand.
5.3 Indemnification for Refused Entry
If any passenger is refused entry at any destination, the Charterer must indemnify the Supplier and its associates against all costs or expenses incurred, including charges, fees, penalties, or other expenses levied by immigration authorities. This indemnification also covers costs for returning the passenger to their origin.
5.4 Alternative Arrangements
If the agreement between the Carrier and Supplier is terminated, or the Aircraft is detained, or the Carrier faces insolvency or loss of its Air Operator’s Certificate, the Supplier will use reasonable efforts to find an alternative carrier at the same cost.
5.5 Refunds and Additional Costs
If an alternative carrier cannot be arranged, the Supplier will refund the Charterer for the affected flights, provided the Charterer has fulfilled its obligations. If an alternative carrier is found but at a higher cost, the Charterer will be notified and must decide whether to accept the additional cost. If the Charterer declines, the Supplier will refund the Charterer for the affected flights, and the Supplier will have no further obligation regarding those flights.
6. Obligations of the Charterer
6.1 Compliance with Permits and Licenses
The Charterer must fully comply with all conditions of permits, licenses, and authorities granted for the Flights and ensure all passengers also comply.
6.2 Indemnification
The Charterer shall indemnify and hold the Supplier harmless against all claims, demands, liabilities, actions, proceedings, and costs arising from any default by the Charterer or its passengers in complying with this Agreement.
6.3 Passenger Documentation
The Charterer is responsible for issuing and delivering all necessary passenger tickets, baggage checks, and other required documents to all passengers.
6.4 Compliance with Regulations
The Charterer and its passengers must comply with all applicable customs, police, public health, immigration, and other lawful regulations of any state to, from, or over which the Aircraft may fly.
7. Exclusion of Liability/Indemnity
7.1 No Liability for Carrier's Actions
The Supplier shall not be liable to the Charterer or any of its passengers for any variations, cancellations, or seat unavailability resulting from the Carrier's actions or omissions. The Charterer acknowledges that any recourse in such events is solely against the Carrier.
7.2 Force Majeure and Uncontrollable Events
The Supplier is not answerable for any failure to perform duties under this Agreement due to force majeure, labor disputes, strikes, lockouts, or any other causes beyond the control of the Supplier or the Carrier. This includes accidents or failures related to the Aircraft, its engines, or any related machinery or apparatus.
7.3 Indemnification for Variations and Cancellations
The Charterer shall indemnify the Supplier against any claims by its passengers arising from variations, cancellations, seat unavailability, or failure to perform. If the Supplier receives a refund from the Carrier for any such issues, and the Charterer has fulfilled its obligations under this Agreement, the Supplier will refund the Charterer accordingly.
7.4 Indemnification for Loss or Damage
The Charterer shall indemnify the Supplier against any loss, damage, liabilities, costs, or expenses incurred by the Supplier, its officers, employees, suppliers, or subcontractors arising from any act or omission by the Charterer or its representatives, whether in contract, tort (including negligence), or otherwise.
7.5 No Common Carrier Undertaking
Neither the Carrier nor the Supplier undertakes any carriage under this Agreement as a common carrier.
7.6 Conditions of Carriage
Carriage under this Agreement is subject to the Carrier's conditions of carriage as referenced in its traffic documents, including its General Conditions of Carriage. International flights are governed by the rules and limitations of the Warsaw Convention (as amended by the Hague Protocol) and the Montreal Convention, to the extent applicable. Except as specifically provided by these Conventions, the Supplier is not liable for any death, wounding, personal injury, uncertainty, loss, or damage to baggage or cargo, whether arising in contract or tort, unless caused by the intentional misconduct or gross neglect of the Supplier, its officers, employees, or agents. The Charterer waives all such claims against the Supplier, its officers, employees, and agents, except in cases of willful misconduct or gross negligence.
8. Termination
This Agreement may be terminated immediately by the Supplier upon notice to the Charterer if any of the following events occur:
8.1 Payment Default
The Charterer defaults in the payment of any amount due under this Agreement.
8.2 Breach of Obligations
The Charterer breaches any other obligations under this Agreement and, if competent of remedy, fails to remedy such violation within 14 days of receiving written notice from the Supplier.
8.3 Inability to Pay Debts
The Charterer admits in writing its incapacity to pay or becomes unable to settle its debts.
8.4 Administration Order
A petition is offered for an authority order in relation to the Charterer.
8.5 Insolvency Proceedings
In the USA, if proceedings are initiated for the winding-up or dissolution of the Charterer, or if a receiver, trustee, custodian, or similar officer is appointed over the Charterer or its assets, or if the Charterer is deemed unable to pay its debts as defined under Section 303 of the Bankruptcy Code, then the following rule applies.
8.6 Encumbrancer Actions
An encumbrancer takes possession of the Charterer's revenues or assets, or security created by the Charterer evolves enforceable, and the mortgage or charge takes steps to enforce it, including appointing a receiver or administrative receiver.
8.7 Creditor Arrangements
The Charterer convenes a meeting or takes steps to make or proposes to enter into any arrangement or design for the benefit of its creditors.
8.8 Enforcement Actions
A distress or other performance is levied or enforced upon any part of the Charterer's property.
8.9 Cessation of Business
The Charterer suspends, ceases, or threatens to suspend or cease its business or sells, leases, transfers, or disposes of a substantial part of its undertakings or assets, or these are seized or appropriated by any authority.
8.10 Material Adverse Change
In the Supplier's opinion, a material adverse change occurs in the Charterer's business, assets, condition, operations, or prospects.
8.11 Guarantor Events
Any of the occasions specified in Clause 8 occur regarding any guarantor of the Charterer's obligations under this Agreement.
8.12 Cancellation
If the Charterer desires to cancel any flight, the following cancellation charges will apply and must be paid to the Supplier as approved compensation:
- 60% of the Charter Rate if cancelled more than 7 days prior to release.
- 80% of the Charter Rate if cancelled less than 7 days but more than 48 hours earlier to release.
- 90% of the Charter Rate if cancelled less than 48 hours but more than 24 hours earlier to release.
- 100% of the Charter Rate if cancelled within 24 hours of release.
Note: These general cancellation terms may vary depending on the contracted aircraft. The date of the positioning flight is considered the date of departure (this may differ from the Charterer's departure date due to early departures, crew duty requirements, etc.)
9. Effect of Default
9.1 Obligations and Liabilities Upon Termination
Should the Agreement be terminated as outlined in Clause 8, the Charterer must, without affecting any other rights and remedies available to the Supplier, immediately pay all outstanding amounts owed to the Supplier under this Agreement. This includes any interest at the rate specified in the Schedule. Additionally, the Charterer must compensate and protect the Supplier against all losses, damages, costs, expenses, claims, or liabilities that the Supplier incurs or suffers due to this termination. The Supplier has the right to keep any initial deposit made by the Charterer as per the provisions outlined in the Schedule.
9.2 Indemnification for Passenger Claims
The Charterer must compensate and protect both the Carrier and the Supplier from any claims made by any passenger of the Charterer related to the termination of this Agreement.
10. Set Off and Application of Money
The Supplier has the right to, at any time and without notifying the Charterer, apply any payments made by the Charterer to the Supplier under this Agreement towards any amounts currently owed to the Supplier by the Charterer.
11. General
11.1 Notice Requirement
Any required notice under this Agreement must be in writing and considered duly given if delivered in person, sent by first class post, or via facsimile to the specified address of the receiving party. Notice is deemed served upon delivery, posting (excluding Sundays and Public Holidays), or sending by facsimile.
11.2 Time is of the Essence
Time is essential to this Agreement.
11.3 Entire Agreement
This Agreement constitutes the whole Agreement and deals between the parties concerning the charter of the described aircraft.
11.4 No Reliance on Representations
No party has relied on any warranty or representation except as expressly stated in this Agreement.
11.5 Claims Against Supplier
No claims shall be made against the Supplier unless expressly stated or incorporated in this Agreement.
11.6 Variation Clause
Each variation of this Agreement is effective only if made in writing and signed by both parties.
11.7 Confidentiality
The Charter Price, payment terms, and commercial terms in this Agreement are confidential and may not be revealed to third parties without prior approval.
11.8 Waiver and Cumulative Rights
Failure or hold by the Supplier in exercising any right, power, or privilege does not waive it. The rights and remedies supplied are cumulative and not exclusive to those provided by law.
11.9 Non-Assignable Agreement
The Charterer is not entitled to assign the benefits of this Agreement.
11.10 Limitation of Liability
The Supplier is not liable for any consequential or certain damages or losses, including loss of profit, arising from the interpretation or non-performance of any Flight or its obligations under this Agreement.
12. Indemnities to Survive Termination
All indemnities within this Agreement shall remain effective even after the termination of this Agreement, regardless of the circumstances of termination.
13. Choice of Law and Dispute Resolution
This Agreement is controlled by and interpreted according to law. The parties agree to the non-exclusive jurisdiction of the Courts.
13.1 Dispute Resolution
The parties will seek to resolve disputes through amicable negotiations. If these negotiations are unsuccessful, the disputes will be resolved using Alternative Dispute Resolution (ADR) methods, such as mediation and arbitration, in accordance with the regulations.
14. Empty Legs
The operation of any return portion of a one-way Flight ("Empty Leg") is conditional upon the aircraft flying to its outbound or inbound airport for a return or another charter. If the return charter is cancelled or the inbound charter is cancelled, Avatar Jet has no obligation except to refund the Charter Price.
15. Refund Policy
Cancellation charges apply, ranging from 10% to 100% of the flight cost. Specific cancellation and refund terms are outlined in individual contracts. If the Supplier is unable to perform the flight, a refund will be issued. The Charterer indemnifies the Supplier against any claims arising from variation, cancellation, or non-performance of flights.
Code of Federal Regulations Compliance
Avatar Jet is fully committed to adhering to the Code of Federal Regulations (CFR), managing aviation within the United States, and ensuring the highest standards of safety, security, and operational integrity. Our compliance framework meticulously aligns with the Federal Aviation Administration (FAA) regulations, encompassing rigorous pilot training, aircraft maintenance, and safety protocols. We conduct regular audits and continuously monitor regulatory updates to guarantee that our fleet not only meets but often exceeds the required legal standards. This steadfast dedication to regulatory compliance not only enhances our operational capabilities but also reinforces our commitment to delivering our clients with the utmost in safe and reliable private air travel.
