Aircraft Brokerage Terms and Conditions of InsiJets
This document sets out the general terms and conditions for the provision of aircraft charter
brokerage services by InsiJets to the Charterer (the “Standard Charter Terms”). Unless otherwise
stated herein and/or in a Flight Order, these Standard Charter Terms will apply in respect of a Flight.
In the event of any inconsistency between the provisions of these Standard Charter Terms and any
Special Conditions outlined in the Flight Order, the terms incorporated directly in the Flight Order shall
prevail.
The Standard Charter Terms are modelled on the template charter agreement adopted by the Air
Charter Association, with the aim of providing consistency of contractual approach for clients of
InsiJets.
The Charterer acknowledges that InsiJets is an aircraft charter broker and shall only act as an interface
between the Charterer and InsiJets’ network of accredited Carriers. The Charterer further
acknowledges that all Charter Offers remain subject to aircraft availability, owner’s approval,
necessary permissions, and traffic rights. By confirming a Flight Order, the Charterer is appointing
InsiJets as its agent to arrange the Flight, for and on its behalf, with the Carrier. The Charterer expressly
agrees that InsiJets is not a party to the carriage agreement between the Charterer and the Carrier
and that by confirming the Flight Order it will be entering into a direct and legally binding relationship
with the Carrier.
1. DEFINITIONS
In these Standard Charter Terms, unless the
context otherwise requires, capitalised terms
shall have the following meaning:
“Agreement” means, in relation to each Flight,
the Flight Order and any Special Conditions
stipulated therein and these Standard Charter
Terms, as may be amended from time to time.
“Aircraft” means any aircraft (including
helicopters) operated in connection with any
Flight and indicated by the Charterer in the
Flight Order.
“Carrier” means the aircraft operator, duly
licensed with an aircraft operators’ certificate
(AOC) and authorized to provide third parties
with flights on demand, whose offer for the
provision of a Flight to the Charterer has been
accepted by the Charterer through the
confirmation of the Flight Order.
“Charter” means the charter of an Aircraft by
the Charterer, as arranged by InsiJets, acting as
agent for the Charterer, in accordance with the
terms hereof.
“Charterer” means the client of InsiJets (which
shall include its representative(s) as applicable)
as outlined in the Flight Order.
“Charter Offer” means the offer and/or offers
in connection with a Flight that is sent by
InsiJets to the Charterer in response to a
request for a Flight received from the
Charterer.
“Charter Price” means the price payable by the
Charterer for the Flight, which shall for the
avoidance of any doubt also include the fee
payable to InsiJets for the brokerage services.
The Charter Price includes only the services
limited to those listed in the Flight Order and
does not include the fees/costs payable for any
additional services.
“Flight” means a flight described in each Flight
Order.
“Flight Order” shall mean the order for the
Flight that is signed by the Charterer, and
which reflects the Charter Offer selected by
the Charterer and includes the terms and
conditions regulating the Charter and pursuant
to which the Charter appoints InsiJets as its
agent to enter into, for and on behalf of the
Charterer, an agreement with the Carrier in
connection with a Flight. For the avoidance of
any doubt, the Flight Order shall, in addition to
any Special Conditions, also include the
Standard Charter Terms applicable to the
Flight.
“InsiJets” means InsiJets Ltd, a company
registered and incorporated under the Laws of
Malta with company registration number C
101849 and having its registered office at Cross
Bow House 78, Cospicua Road, Paola Malta.
“Parties” means, collectively, InsiJets and the
Charterer, and the term “Party” shall be
construed accordingly to refer to either InsiJets
or the Charterer.
“Special Conditions” means those variations
to the Standard Charter Terms that will apply
in connection with a Flight and which may also
include those terms and conditions upon
which the Carrier will perform the Flight for the
Charterer and which, in the event of
inconsistency with these Standard Charter
Terms, take precedence as between the
Parties.
2.PROVISION OF AIRCRAFT CHARTER
BROKERAGE SERVICES
2.1 InsiJets shall provide to the Charterer
aircraft charter brokerage services and shall
act as the Charterer’s agent for the purposes of
arranging charter services by the Carrier to the
Charterer in respect of Flight(s) requested by
the Charterer, in accordance with the terms
and conditions set out in the Agreement
relating to a particular Flight.
2.2 The Charterer agrees that the Flight shall be
regulated by the terms outlined in the Flight
Order, which shall also include any Special
Conditions (if applicable) and the Standard
Charter Terms. The Charterer acknowledges
that InsiJets is not itself a party to the contract
of carriage and that it has no obligation or
liability in relation thereto. Such contract of
carriage is between the Charterer and the
Carrier. By signing the Flight Order, the
Charterer is confirming its agreement to the
terms outlined in the Flight Order, including
the Standard Charter Terms and any Special
Conditions and appoints InsiJets as its agent, to
act for it and on its behalf, to enter into an
agreement with the Carrier in connection with
a Flight.
2.3 By signing the Flight Order, the Charterer is
also confirming the terms herein and is also
acknowledging and accepting that if the Carrier
does not proceed with entering into an
agreement with InsiJets, acting as agent for the
Charterer, in connection with a Flight, or in the
eventuality that following the entry into of the
agreement it terminates, for any reason
whatsoever, such an agreement, InsiJets shall
not bear any responsibility and/or liability in
connection with such failure to conclude an
agreement. InsiJets shall, in such a
circumstance, refund any monies paid by the
Charterer in connection with the relative Flight
to InsiJets.
3. CANCELLATION
3.1 Unless otherwise stipulated under the
Special Conditions outlined in the Flight Order,
if the Charterer wishes to cancel any Flight
after the signing of the Flight Order, the
following cancellation fees shall apply and will
become immediately payable by the Charterer
to InsiJets:
• Fifteen percent (15%) of the Charter
Price if the Charterer notifies InsiJets
of its intention to cancel the Flight at
least seven (7) days prior to the
scheduled departure time of the first
Flight as set out in the Flight Order;
• Thirty percent (30%) of the Charter
Price if the Charterer notifies InsiJets
of its intention to cancel the Flight
from seven (7) days up to seventy two
(72) hours prior to the scheduled
departure time of the first Flight as set
out in the Flight Order;
• Fifty percent (50%) of the Charter Price
if the Charterer notifies InsiJets of its
intention to cancel the Flight from
seventy two (72) to twenty four (24)
hours to the scheduled departure time
of the first Flight as set out in the Flight
Order;
• Eighty percent (80%) of the Charter
Price if the Charterer notifies InsiJets
of its intention to cancel the Flight less
than twenty four (24) hours prior to
the scheduled departure time of the
first Flight as set out in the Flight
Order; and
• One hundred percent (100%) of the
Charter Price in the case of a ‘no show’
or the aircraft started positioning
flight.
3.2 Should the Charterer fail to pay to
InsiJets the Charter Price in accordance with
the terms stipulated in the Flight Order (unless
such payment is due following the departure of
the Flight, in which case clause 4.4 below shall
apply), InsiJets may consider that, for all
intents and purposes of this Agreement, there
is a deemed cancellation of the Flight and the
cancellation fees outlined in Clause 3.1 above
shall apply. In such eventuality, InsiJets shall
send communication to the Charterer
requesting the immediate payment of the
cancellation fee.
4. CHARTER PRICE AND PAYMENT
4.1 Unless otherwise stipulated in the Special
Conditions, full payment of the Charter Price
must be received by InsiJets to secure the
Aircraft in connection with a Flight. At the
request and cost of the Charterer, InsiJets can
arrange for prepaid sums to be placed on hold
in an escrow account. Time shall be of the
essence for payment of the Charter Price and
any other sums under any Agreement and
delays can result in deemed cancellation
pursuant to clause 3.2 above.
4.2
The Charterer shall, in respect of each
Flight, pay to InsiJets the Charter Price set out
in Flight Order at the time, in the amount,
currency and to the address specified in
accordance with the provisions set out in the
Flight Order. The Charterer shall also be
responsible for any additional costs, charges
and expenses in relation to any additional
services and/or incurred by InsiJets in the
provision of the services described in the
Agreement, and the Charterer may also be
billed separately for such costs. The Charterer
also acknowledges and accepts that the final
cost of the Flight is also subject to all crew
availability, international overflight permits,
airport slots and airport parking being in place
and non-availability at any time, may result in
the increase in the Charter Price. The Charterer
shall, immediately upon demand, indemnify
InsiJets against any taxes and/or charges
imposed in any country on the Charter Price or
otherwise in connection with the Flight which
have been incurred by InsiJets.
4.3 The Charterer acknowledges that the
Charter Price takes into consideration the
aviation fuel costs of the Flight on the day
when the Flight Order is sent by InsiJets for
confirmation and signature is by the Charterer
(the “Booking Date”). If, for any reason
whatsoever, there shall be any increase in the
fuel costs between the Booking Date and the
date when the Flight is carried out, then the
Charterer shall be liable to pay InsiJets,
immediately on demand, such amount
representing such increase in costs.
4.4 If, for any reason whatsoever, payment of
the Charter Price or any instalment thereof,
shall not be made on the due date of payment
occurring following the Flight departure as set
forth in the Flight Order and/or relative
invoice, or payment of the cancellation fees is
not made immediately upon request from
InsiJets, then the Charterer shall pay to Insijets
interest on the amount unpaid at the
maximum rate allowed Maltese Law,
calculated on a daily basis, from the due date
until the date of payment. In the event of non
payment InsiJets and Carrier may demand
payment of all legal fees, court fees and
recovery fees incurred by them.
4.5 The Charter Price shall be paid by the
Charterer in the currency shown on the Flight
Order. On request from the Charterer, InsiJets
may, at its sole discretion, elect to accept
settlement of the price either in US Dollars,
Euros or GBP Sterling. Upon receipt by InsiJets
of such request, and provided InsiJets has
agreed to such request, a new invoice will be
issued to the Charterer, converting the Charter
Price using the Revolut exchange rate on the
date of issue of the invoice, plus any additional
surcharge for the exchange in currency. If
immediate payment is not received then
InsiJets reserves the right to recalculate the
conversion of the Charter Price into the
Charterer’s requested currency at the date of
payment, and issue a revised and/or further
invoice
for
any additional amounts
outstanding at the date of payment. All such
invoices issued under an Agreement shall be
considered as part of the “Charter Price” of
that Agreement and are subject to these
Standard Charter Terms.
4.6 Payment of the Charter Price shall be made
directly to the account specified by InsiJets
which is authorised to accept payment on
behalf of the Carrier and shall be received in
cleared funds in such account.
4.7 No set-off or counterclaim (whether arising
in respect of an Agreement or any other
carriage) shall entitle the Charterer to withhold
payment of any sums whatsoever payable
under or by reason of an Agreement.
4.8 The Charterer shall be responsible for
reimbursing the Carrier (and/or InsiJets, as the
case may be) on demand in respect of any de
icing costs incurred in connection with the
performance of an Agreement. For a fee
additional to the Charter Price, the Charterer
may obtain a de-icing waiver through InsiJets.
If the Charterer does not purchase a de-icing
waiver, InsiJets shall implement a credit card
hold of the approximate cost of the de-icing.
The Charterer will be informed before the
performance of a Flight of the credit card hold
amount. This credit card hold shall be released
on full settlement of the related outstanding
invoice in respect of an Agreement by
Charterer in accordance with these Standard
Charter Terms. If the Charterer fails to make
such settlement, the Charterer agrees that
InsiJets shall be entitled to request payment of
the sum on hold from the Charterer’s credit
card.
4.9 The Charterer acknowledges that any
request in change of the route or any other
significant change in respect of any Flight,
including changes to the time of the Flight, the
change in number and details of the
passengers, change of airport or additional
flight requirements, shall be at the Carrier’s
sole discretion. In the event that the Carrier
agrees to such request, InsiJets will issue an
amended or replacement Flight Order and the
Charterer undertakes to pay, immediately on
demand, any additional costs set out therein.
4.10 InsiJets acts as a facilitator between the
Charterer and the Aircraft Carriers. InsiJets
deducts from the Charter Price a facilitation
fee before remitting funds received from the
Charterer to the Carrier.
4.11 Payment of sums due under the
Agreement may be made by credit or debit
card.
4.12 If the Carrier is unable to perform a Flight
set forth in a Flight Order due to an Aircraft
technical failure (AOG), InsiJets shall use its
reasonable commercial endeavours to find a
suitable replacement Aircraft and shall disclose
any extra costs to the Charterer. If InsiJets’s
efforts are successful, but the Charterer elects
not to accept the replacement Aircraft found
by InsiJets, InsiJets shall be entitled to retain all
sums due to it under these Standard Charter
Terms (including InsiJets’ fee for facilitating
such Flight) as if the Charterer accepted the
replacement Aircraft. If InsiJets’s efforts are
unsuccessful, the Charterer’s sole remedy shall
be a full refund of the Charter Price (less
InsiJets’s fee for facilitating an Agreement) in
respect of that part of any Flight Order which
cannot
be fulfilled due to Aircraft
unavailability. Any such refund which relates to
a partial cancellation of an Agreement shall be
calculated on a pro rata basis as follows:
percentage of total Charter Price (less InsiJets’s
fee for facilitating an Agreement) to be repaid
shall equal the percentage of total flight hours
under the Flight Order which will not be flown
due to unavailability of the Aircraft.
4.13 Unless agreed in advance of the Flight,
WiFi charges are not included within the
Charter Price. Any extra charges imposed by
the Carrier for the use of WiFi services will be
borne by the Charterer to be paid on receipt of
invoice.
4.14 If the Charterer pays the Charter Price by
bank transfer within two (2) weeks of the
proposed departure date of the Flight, the
Charterer shall, additionally, provide to InsiJets
credit card details and is authorising InsiJets to
use such credit card details to complete pre
authorisation of the relevant Charter Price
clause 4.11, in the following circumstances:
(a) the relevant payment by bank
transfer is not received by InsiJets within
three (3) working days (being any day
other than a Saturday, Sunday, or public
holiday when banks are generally open
for normal business in Malta) after the
Booking Date, or
(b) the Charterer requests that InsiJets
takes the relevant payment by credit
card, then the pre-authorised payment
of the Charter Price plus the transaction
fee will be taken from the Charterer’s card. If a bank transfer is received by or
on behalf of InsiJets after InsiJets has
taken the relevant pre-authorised sums
from the Charterer’s credit card, then (at
the election of the Charterer) either: (i)
the bank transfer (less the transaction
fee paid pursuant to clause 4.11 and any
fees or charges levied on InsiJets in
connection with such refund) will be
refunded to the Charterer, or (ii) the pre
authorised payment will be refunded to
the Charterer’s credit card (less the
transaction fee paid pursuant to clause
4.11 and any fees or charges levied on
InsiJets in connection with refunding such pre-authorised payment). credit card
4.15 Flight bookings are based on
internationally recognised ICAO (4 letter) and
IATA (3 letter) airport codes and not by airport
names which are subject to change and
interpretation.
5. AIRCRAFT AND CREW
5.1 The Charterer acknowledges and accepts
that InsiJets shall act solely as an intermediary
between the Charterer and the Carrier in
connection with the provision of the Aircraft
for
any Flight. Accordingly, the Parties
acknowledge and agree that the Carrier shall
be responsible for providing the Aircraft at the
scheduled time of departure of the Flight
indicated in the Flight Order in a condition such
that it is properly manned and equipped,
fuelled and airworthy in accordance with the
laws and regulations of the state of registration
of the Aircraft and any other applicable law.
The Aircraft shall be operated by the Carrier in
accordance with all applicable laws and
regulations during the period of the Flight(s).
5.2 In order to offer the best service possible
to the Charterer, InsiJets undertakes best
endeavour to request the Carrier to have:
5.2.1 the Aircraft and the operating
personnel, including cabin staff, ready
to fly no later than thirty minutes prior
to the Flight departure time set out in
a Flight Order;
5.2.2 an operating personnel member
available to meet passengers at
entrance to airport, FBO or agreed
meeting point; and
5.2.3 an operating personnel member
available to escort customers to their
onward transport post disembarking a
flight on arrival at destination
5.3 InsiJets shall use its reasonable endeavours
to:
5.3.1 respond promptly to any
communication by the Charterer in
respect of any Flight; and
5.3.2 inform the Charterer as soon as
reasonably possible of delays for any
reason to the Flight schedule. The
Charterer acknowledges and accepts
that the highest priority is flight safety
and respect of the law. As such, the
captain of the Aircraft shall have complete discretion concerning preparation of the Aircraft for a Flight, whether a Flight has to be cancelled and/or whether a Flight is to be
abandoned once undertaken. The
Charterer shall accept as final and
binding all decisions of the captain on
all matters relating to the operation of
the Aircraft, including any deviation
from the proposed route or where
landing shall be made.
5.4 The Charterer acknowledges and accepts
that any and all communications with the
Carrier in relation to the Flight arrangements
and matters related or ancillary thereto shall
be channelled through InsiJets unless explicitly
agreed otherwise in writing by InsiJets. The
Charterer further acknowledges, agrees, and
undertakes that all requests to the Carrier to
be made by the Charterer and/or the
Charterer’s passengers shall be made through
InsiJets.
5.5 Unless otherwise agreed in writing by the
Carrier, all ground and operating personnel,
including cabin staff, are authorised to take
orders from the Carrier only and shall be under
no obligation to comply with any instructions
from the Charterer or its representatives.
5.6 Unless otherwise explicitly informed to the
Charterer in writing prior to the departure of
the Flight, no smoking is permitted on any
Aircraft. If smoking takes place on an Aircraft,
the Charterer will be liable for all associated
cleaning costs charged by the Carrier.
6. DOCUMENTS
6.1 The Carrier shall supply or procure all
necessary documents relating to the carriage
and Flight undertaken pursuant to an
Agreement.
6.2 The Charterer warrants, agrees and
undertakes that it shall provide to InsiJets
and/or the Carrier, as the case may be,
immediately upon demand with any and all
documentation and information requested by
InsiJets and/or the Carrier on the Charterer
and/or the Charterer’s passengers which may
be necessary or required by InsiJets and/or the
Carrier for the purposes of carrying out the
services contemplated in the Agreement or
performing any Flight requested by the
Charterer. The Charter acknowledges and
agrees that InsiJets may refuse to provide the
services set forth herein, and the Carrier may
refuse to perform a Flight, in the event that the
Charterer has failed to provide such
documentation and information, and in such
case InsiJets and the Carrier shall have no
liability
towards the Charterer or its
passengers. The Charterer further authorizes
InsiJets to disclose the identity of the Charterer
and its passengers to the Carrier and to provide
any documentation and/or information in
respect of the Charterer and its passengers to
the Carrier. The passenger name record data
may then be subsequently transferred to
authorities of countries that need them as
condition for Flight into, over our out of their
jurisdiction.
6.3 All personal data is collected, held and
processed in compliance with any and all
applicable laws (including the General Data
Protection Regulation 2016/679 of the
European Parliament and the European
Council.
7.FLIGHT EMBARKATION
TIMES, LOADING AND
7.1 The Charterer shall be solely responsible
for ensuring that passengers and their baggage
arrive 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 Charter acknowledges and accepts
that the Carrier shall be under no liability
whatsoever to the Charterer or to such
passenger. The Carrier shall be under no
obligation
to
make any alternative
arrangements for any such passenger. If the
Carrier, in its sole discretion, arranges for any
such passenger to be carried on a later flight,
the Charterer shall pay on demand to the
Carrier or to InsiJets (as duly authorised to
receive payments for the Carrier) such
additional sum that the Carrier may specify for
each such passenger to cover the costs relating
to such flight including all applicable passenger
taxes and the administrative costs of the
Carrier thereby incurred.
7.2 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 accommodation, for any and all 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 to the Carrier on demand.
7.3 In the event that any passenger of the
Charterer is refused entry at any destination
airport, the Charterer shall indemnify and keep
indemnified the Carrier, its officers, employees, servants and agents against any
and all cost or expense whatsoever incurred by
the Carrier in respect of that refusal (including
but not limited to charges, fee, penalties,
imposts or other expenses levied upon the
Carrier or InsiJets by any immigration
authority) and , in addition, all cost or expense
incurred by the Carrier for any arrangements
made by the Carrier to return such passengers
to the country from which such passenger was
originally carried.
8. OBLIGATIONS OF THE CHARTERER
8.1 The Charterer shall comply with all the
requirements of the Carrier in relation to the
performance of all of the Charterer’s
obligations as set out in an Agreement.
8.2 The Charterer shall hold harmless and
indemnify the Carrier and InsiJets (as
applicable) from and against all claims,
demands, liabilities, actions, proceedings and
costs of any kind whatsoever arising from any
default on the part of the Charterer or any
passenger of the Charterer in complying with
any of the provisions of an Agreement.
8.3 The Charterer shall comply in all respects
with the conditions of all permits, licences and
authorities granted for the Flights and will
procure such compliance on the part of all its
passengers (including pets).
8.4 The Charterer shall be responsible for the
issue and delivery of all necessary passenger
tickets, baggage checks and other necessary
documents to all passengers.
8.5 The Charterer shall comply and shall
procure that all its passengers (including pets)
shall comply with all applicable customs,
police, public health, immigration and other
lawful regulation of any state to/from or over
which the Aircraft is or may be flown.
8.6 The Charterer shall not use, or allow the
Aircraft, to be used for illegal purposes.
Baggage, Dangerous Goods and Prohibited Articles
8.7 The Passengers shall not include in their baggage:
i. Articles which are likely to endanger the Aircraft or persons or property on board of the Aircraft, including
explosives, compressed gases, corrosives, oxidizing, radioactive or magnetized materials that are easily ignited, poisonous, offensive or
irritating substances and liquids of any kind and other materials on the list of the IATA Regulations;
ii. Weapons unless same are declared to,
and expressly accepted by, the Carrier
in advance, and provided that the
Passenger(s) hold all required licenses,
permits and other documentation
related thereto and transport thereof
is
made and declared by the
Passenger(s) in accordance with all
applicable laws, regulations or orders
of any country to be flown from, into
or
over (including any customs
regulations);
iii. Articles of carriage of which is
prohibited
by applicable laws,
regulations or orders of any country to
be flown from, into or over; and
iv. Articles which, in the opinion of the
Carrier, are unsuitable for carriage, by
reason of their weight, size or
character.
8.8 The Charterer agrees that the Carrier is
entitled to request any passenger to permit a
search to be made on his person and his
baggage and may search the passenger’s
baggage in his absence if the passenger is not
available. If a passenger is unwilling to comply,
the Carrier may refuse to carry the passenger
or his baggage. InsiJets shall have no liability
whatsoever to the passenger or the Charterer.
8.9 The Charterer acknowledges that for
flight safety reasons, the baggage weight is
limited and varies between different aircraft.
9. EXCLUSION OF LIABILITY/INDEMNITY
9.1 The Charterer agrees and accepts that
InsiJets is, to the full extent permissible under
applicable law, expressly excluding any and all
direct or indirect liability of InsiJets, and any of its directors, shareholders, officers, employees, representatives and agents, in
connection with any injury, damage, death,
loss, accident, costs or delay arising in
connection with its activities and/or the
provision of its services under the Agreement.
9.2 The Carrier and InsiJets shall be under no
liability to the Charterer for any failure by them to perform its obligations under an Agreement arising from force majeure events, including
pandemics, weather conditions, war, hijacking,
labour disputes or strikes of any kind (including those of Carrier personnel), riots and commotions, lock-outs, failure to obtain
airport slots, take-off, overflight, landing
and/or parking permissions, Act of God, act of
nature, or any other cause beyond the control
of the Carrier and/or InsiJets including
accidents to or failure of the Aircraft engines,
or any other part thereof or any machinery or
apparatus used in connection therewith.
9.3 The Charterer shall indemnify the Carrier
and Insijets against any loss, claims, demands,
actions, damages, liabilities, costs or expenses
of whatsoever nature caused to be suffered or
incurred by the Carrier and InsiJets (including
their respective officers, employees, agents,
shareholders, or subcontractors) arising out of
any act or omission of the Charterer or its
passengers, officers, employees or agents in
complying with any of the provisions of the
Agreement and/or any carriage agreement,
whether arising in contract or tort (including
negligence) or otherwise.
9.4 The Carrier shall not be deemed to
undertake any carriage to which an Agreement
relates as a common carrier. The Charterer
hereby recognises that InsiJets only acts as an
intermediary and is not in any way responsible
for the acts, omissions or defaults of the
Carrier or the failure of the Carrier to perform
its obligations contemplated hereunder and/or
in any carriage agreement. Without prejudice
to the aforesaid, InsiJets shall be under no
liability to the Charterer or to any passenger of
the Charterer in respect of any variation to, or
cancellation of, any Flight by the Carrier or the
non-availability of any seats which results from
the acts or omissions of the Carrier, or for any
failure by the Carrier to perform any Flight, and
does not assume liability for any damage due
to any action or omission of the Carrier or third
parties or occurring out of or in connection
with the Flights, whether incurred by the
Charterer or by its passengers.
9.5 Any Charter performed under a Flight
Order shall be subject to the conditions of
carriage contained or referred to in the traffic
documents of the Carrier including its
applicable standard “general conditions of
carriage”. These conditions are available upon
request.
9.6 The indemnities contained in these
Standard Charter Terms shall survive the
termination of any Agreement.
10. TERMINATION
10.1 Each Agreement may be terminated
immediately upon written notice from InsiJets
or the Carrier if the Charterer:
10.1.1 defaults in the payment of any
amounts payable by the Charterer on
the due date; or
10.1.2 behaves in a manner which in
the reasonable opinion of InsiJets or
the Carrier is likely to bring InsiJets or
the Carrier into disrepute or otherwise
to compromise or adversely affect the
reputation and standing of InsiJets or
the Carrier; or
10.1.3 in the opinion of InsiJets and/or
the Carrier, acting reasonably, there is
the likelihood that the Charterer may
be, or is, in breach of its obligations
under the Agreement.
11. EFFECT OF DEFAULT
11.1 If an Agreement in respect of a Flight is
terminated for a reason outlined in clause 10
above, or as a result of deemed cancellation
pursuant to clause 3.2 herein, the Charterer
shall (without prejudice to any other rights and
remedies which the Carrier and InsiJets may
have either in terms of such Agreement or at
law) pay forthwith to InsiJets all amounts then
due and unpaid in respect of such Flight,
together with interest thereon (if any) and the
Charterer shall indemnify and keep InsiJets and
the Carrier indemnified against all loss,
damage, costs, expense, claim or liability
incurred or sustained as a result of such
termination and InsiJets and the Carrier shall
be entitled to retain any monies paid by the
Charterer.
11.2 The Charterer shall indemnify the Carrier
and InsiJets against any claims by any
passenger of the Charterer arising out of the
termination of an Agreement.
12. SET-OFF AND APPLICATION OF MONEYS
12.1. InsiJets may, at any time without notice
to the Charterer, set-off any amounts to be
paid by the Charterer to the Carrier and
InsiJets. The Charterer may not, under any
circumstances, set-off directly amounts owed
by the Charterer to the Carrier and/or InsiJets.
13. GENERAL
13.1 Any notice required to be given under the
Agreement shall be in writing and shall be
deemed duly given if left at or sent by email or
WhatsApp message of the Party to whom it is
to be given. Any such notice shall be deemed
to be served at the time when the same is
handed to or left at the address of the Party to
be served and if served by post on the day (not
being a Sunday or Public Holiday) next
following the day of posting or if served by
email or facsimile message upon the day such
message is sent.
13.2 Time shall be of the essence in respect of
the Charterer’s performance of its obligations
under any Agreement.
13.3 Each Agreement sets out the entire
agreement and understanding between the
parties or any of them in connection with the
Charter of the Aircraft as described herein.
13.4 No Party has relied on any warranty or
representation of any other Party except as
expressly stated or referred to in the
Agreement.
13.5 No claims shall be made against the
Carrier in respect of any representation,
warranty indemnity or otherwise arising out of
or in connection with the Charter of the
Aircraft except where such representation,
warranty or indemnity is expressly contained
or incorporated in an Agreement.
13.6 No variation of an Agreement shall be
effective unless made in writing and signed by
both parties.
13.7 Each Agreement, including the Charter
Price, payment terms and other commercial
terms contained in each Agreement, are
confidential to the parties and may not be
disclosed to third parties without prior
approval of the other party.
13.8 No failure by the Carrier and/or InsiJets to
exercise, and no delay by the Carrier and/or
InsiJets in exercising, any right, power of
privilege hereunder shall operate as a waiver
thereof nor shall any single or partial exercise
of any right, power or privilege preclude any
other or further exercise thereof or the
exercise of any other right, power or privilege.
The rights and remedies herein provided are
cumulative and are not exclusive of any rights
or remedies provided by law.
13.9 Except as otherwise stated herein, the
Charterer shall not be entitled to assign,
novate or otherwise transfer any of its rights
and/or obligations under this Agreement to
any third parties unless it has obtained the
prior written consent of InsiJets.
13.10 Each Agreement shall be governed by
and interpreted in accordance with Maltese
law and the parties hereto hereby submit to
the non-exclusive jurisdiction of the Maltese
Court.
13.11 Flight Orders (including any Special
Conditions) may be executed:
13.11.1 electronically (using
electronic signature, advanced electronic signature, email, or otherwise) or by physical (written) signature of the relevant Flight Order and/or Special Conditions (as applicable). If the Flight Order and/or Special Conditions (as applicable) is executed electronically, the Charterer and InsiJets each hereby irrevocably consent to such Flight Order or Special Conditions (as applicable) being communicated, presented,
and retained (wholly or partly) in electronic
form; and
13.11.2 in any number of counterparts,
including electronic counterparts, each of
which (including electronic counterparts) will
be an original but all of which together will
constitute one and the same instrument. No
counterpart (including electronic counterparts) shall be effective until each of
the Charterer and InsiJets has executed at least
one counterpart.
