Agreement: means this agreement, the Booking Form and the Charter Agreement.
Aircraft: means Aircraft means the aircraft described in the Schedule or any aircraft (including helicopters) operated by a Carrier in connection with any Flight.
Booking Form: means the booking form attached to these terms detailing the Services requested by You and to be provided under this Agreement.
Carrier: means the operator of the Aircraft providing the Flights to You.
Charter Agreement: means the agreement concluded between You and the Carrier for the Flights.
Charter Price: means the total amount set out in the Schedule.
Conditions of Carriage: means the Carrier’s general conditions of carriage for passengers and baggage current at the time of the Agreement;
Flights: means the flights set-out in the Schedule.
Force Majeure: means any event beyond a party’s reasonable control (including the Carrier), which by its nature could not have been reasonably foreseen, or, if it could have been reasonably foreseen, was unavoidable, including without limitation, strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, health risks, epidemic, pandemic, including without limitation coronavirus disease (COVID-19), severe acute respiratory syndrome coronavirus 2 (SARS-CoV-2), or any mutation or variation thereof, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, volcanic activity, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors
Payment: means any sum received from You or any third party on Your behalf under this Agreement.
Services: means the arrangements including a Charter Agreement procured by Us on Your behalf under this Agreement.
Special Conditions: means the Special Conditions (if any) set out in the Schedule;
Us: means Production Air Charter
VAT: means value added tax chargeable under the Value Added Tax Act 1994.
You: means the person or company named in the Schedule
1. Production Air Charter & the Services
Production Air Charter aims to provide a 24/7 service to clients by acting as Your agent and arranging air transportation by licensed air operators as carriers on Your behalf for the specific flight requirements as requested by You and set-out in the Booking Form. We seek to match your flight requirements to available air carriers at a cost approved by You. These Terms of Business are applicable to all Services provided by Us on Your behalf.
2. All carriage is provided by the Carrier and is provided subject to their conditions of carriage and contract as notified to you prior to the first flight departure and any applicable International Convention or other applicable law. The resulting contract is made between You and the Carrier and not with Production Air Charter.
3. Production Air Charter is not contracting to provide the Flights or as a common (or any) carrier and does not accept the obligations of a carrier.
4. The Carrier’s terms of carriage are likely to include liability exclusions and restrictions and You are advised to review these carefully and consider taking out any appropriate cancellation or other insurances for the protection of yourself and any fellow passengers. Production Air Charter does not own, operate or manage any aircraft and accepts no liability whatsoever for any delay, cancellation, non-performance or other liability, including without limitation, any liability for personal injury or death, damage or delay to luggage or cargo and personal effects. To the fullest extent permissible under applicable law, You hereby expressly waive any and all and any such claims against Production Air Charter and indemnify and hold Us harmless from and against all such claims and liability.
5.1 Payment details are as set-out in the attached Schedule. It is a requirement for all payments to be made no later than the time set-out in the Schedule otherwise carriage will not be provided. All payments are non-refundable except in the event of cancellation by the Carrier for reasons other than Force Majeure.
5.2By signing the Booking Form You accept these terms in full and irrevocably direct authorise Production Air Charter to receive Payments from You and to utilise such funds to make payment of any sums due and payable by You to the Carrier on Your behalf after deduction any commission payments which We have agreed with the Carrier.
6. Production Air Charter may terminate this agreement immediately if You fail to send any requested documents related to the operation of the Flight(s) to Us when requested or fail to make any payment when due. Time shall be of the essence with regard to all such requirements. Production Air Charter shall not be obliged to provide any Services or otherwise be in breach in the event of any Force Majeure.
7. In the event of cancellation, charges may be applied either by Us or the Carrier and any payments made by You may be forfeited. We do not accept any responsibility for delay, cancellation or failure to provide any Flight which shall remain subject to the Carrier’s conditions of carriage, who shall be solely responsible to You in relation to any such matter.
You and all passengers are covered by the airlines/Operator’s insurance policy and is not the responsibility of Production Air Charter.
9. Additional Luggage/ Cargo
You agree that You (i) will be fully liable for all increased costs or additional charges incurred for additional luggage/ cargo/equipment other than the standard agreed amount above or on the operators agreement as a result of additional luggage/cargo/equipment that You may bring; and (ii) are responsible for ensuring that any baggage or cargo is appropriately packaged, packed and/or palletised and fit and ready for loading; and (iii) warrant that all baggage and cargo is fit for travel by air and contains no goods or items which are defined as dangerous or otherwise restricted goods under the IATA Dangerous Goods Regulations (DGR) & airlines luggage restrictions.
10. Liability & Indemnity
We acknowledge that Production Air Charter is procuring the Charter Contract on our behalf as agent only and that Production Air Charter shall accordingly not be liable for any delay or failure of the operator to perform the operator’s obligations under the charter agreement or any breach by the operator of any of the terms of the Charter Contract.
We hereby indemnify and hold harmless Production Air Charter from and against any and all losses and liabilities which Production Air Charter may incur as a result of it acting with reasonable care and diligence within the scope of its authority as agent to Us.
We further indemnify and hold harmless Production Air Charter from and against any claim brought against Production Air Charter by the Operator or any other third party caused by any act or failure or omission on Our part or that of any of Our passengers, associated parties or subcontractors, including, without limitation, any and all claims, loss, damage, demands, losses, liabilities, injury or expense (including attorneys’ fees), arising out of, directly or indirectly, or in connection with negligence, gross negligence, wilful misconduct, violation of the rights of any third party (including other Passengers) or third party goods or services providers.
We further understand and agree that Production Air Charter is not liable for any injury, damage, loss, expense, special or consequential damages, or any other irregularity caused by the defect of any Aircraft or conveyance, or the negligence of any Operator or Carrier or other company or person engaged providing or carrying out the arrangements for the Flight or Services or by reason of any accident, delay, flight schedule, change, cancellation, sickness, weather, strikes, war, public health concern, quarantine whatsoever
NEITHER PARTY HERETO SHALL IN ANY CASE BE RESPONSIBLE TO THE OTHER FOR INDIRECT, CONSEQUENTIAL LOSS OR PUNITIVE DAMAGES AS A RESULT OF ANY ACTION OR INACTION IN CONNECTION WITH THIS AGREEMENT.
These limitations shall apply notwithstanding the failure of the essential purpose of any limited remedy.
The indemnities contained in Agreement shall survive the termination of any Agreement.
11. Insurances & Luggage/Cargo
11.1 You understand and agree that all passengers and luggage or cargo shall be covered by the Operator’s insurance policy and /or Your own insurances and are likely to be subject to conditions of carriage and limitations or exclusions prescribed by applicable International Conventions.
11.2 Additional Luggage / Cargo
You hereby confirm that You will be fully liable for all increased costs or additional charges incurred for additional luggage/cargo/equipment other than the standard agreed amount above or as a result of additional luggage/cargo/equipment.
12. Termination & Default
12.1 We shall be entitled to terminate this Agreement with immediate effect in the event that You do not make any payment on the due date or otherwise are in default of any term of this Agreement.
12.2 On termination of this Agreement for any reason, You shall immediately pay any outstanding unpaid invoices and interest due to Production Air Charter who shall submit invoices for any Services that it has supplied, but for which no invoice has been submitted, and You shall pay these invoices immediately on receipt.
This Agreement is personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract or deal in any other manner with any or all of its rights and obligations under this agreement without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed).
Each party undertakes that it shall not at any time, and for a period of 2 years after termination of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party.
No party shall use any other party’s confidential information for any purpose other than to perform its obligations under this Agreement
13.3 Entire Agreement
This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter.
13.4 Third party rights. A person who is not a party to the Contract shall not have any rights under or in connection with it.
13.5 Variation. Except as set out in these Conditions, any variation to the Contract, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by the parties.
If any court or competent authority finds that any provision of this agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this agreement shall not be affected.
A notice given to a party under or in connection with this agreement shall be in writing and sent to the party at the address or to the fax number given in this agreement or as otherwise notified in writing to the other party.
This agreement may be executed in any number of counterparts, each of which when executed] shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
13.9 Governing law and jurisdiction.
This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales
If any dispute arises in connection with this agreement, the parties will attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator will be nominated by CEDR.