Terms & Conditions
ADE-DAA’S AIRCRAFT CHARTER SALES GENERAL TERMS AND CONDITIONS.
1. Definitions. These General Conditions apply to and form an integral part of the Aircraft Agreement Terms between ADE-DAA’S, the Carrier, and the person identified as the Client in the Agreement. Terms defined in the Agreement and in the Agreement shall have the same meanings when used in these General Conditions unless expressly defined herein. Unless the context otherwise requires defined terms shall have the same meaning as given to them in the Agreement and as per the below: “Agreement” means the aircraft contract terms and conditions signed between the Client and ADE-DAA’S, of which these General Conditions form an integral part.“Agreement” means the agreement constituted collectively by the Flight Quotation and the Agreement, the Booking Confirmation and these General Conditions; “STD” means the scheduled departure time of any Flight Segment including when applicable the departure time of any positioning of the Aircraft for the first Fight Segment of a Trip: “ULR” means Ultra Long Range corporate jet such as Global 5000, 6000, 7500, Express; Gulfstream G450, G550, G650, G700 (GVI series), Dassault 7X and Dassault 8X, and any other corporate jet with similar size and range.
2. Purpose. The Flight Hours Agreement, the Charter Flight Confirmation and these Terms shall constitute together a contract of carriage between Customer and the relevant ADE-DAA’S company (the “Contract”) for the transport of passengers and/or goods from the point of departure to the point of destination as stated in the Charter Flight Confirmation. In case of contradiction between these Terms and the Charter Flight Quotation, the latter shall prevail to the extent of such contradictions. Customer acknowledges on behalf of the passengers it represents and that will be physically present on board the relevant charter flight (the “Passengers”), and warrants its authority to give such acknowledgement on their behalf, that no contract of carriage will exist between Customer’s individual Passengers and ADE-DAA’S, notwithstanding the issue to of a Passenger ticket by Customer or any other third party. Changes to the Contract are valid only if confirmed in writing by ADE-DAA’S and the Contract shall prevail over any and all other terms and conditions of Customer. Consequently, all clauses and/or conditions appearing on letters, emails, faxes, receipts and/or other documents issued by Customer before or after entry into force of the Contract shall not be binding on ADE-DAA’S.
3. Aircraft specific. The flights covered by the Contract are aircraft-specific. ADE-DAA’S reserves the right at any time to provide Customer with similar aircraft at the same cost should the booked aircraft be unavailable for any reason whatsoever. If no alternative aircraft can be found, ADE-DAA’S further reserves the right to cancel any or all of the flights to be performed under a Contract, and neither party shall have any claim or liability against the other in respect of such cancelled flight(s) other than the obligation for ADE-DAA’S to return to Customer an amount equal to the amounts previously paid by Customer in respect of the relevant flight(S).
4. Inclusive of Price. The price of the Contract includes the following: (i) aircraft costs including insurance, fuel and maintenance, (ii) air navigation fees (iii) crew costs including daily allowances, meals, accommodation and surface transportation, (iv) in-flight catering, and (v) Passenger and cargo insurances and taxes. The price remains however subject to industry and related fuel price and exchange rate fluctuations. Contract prices are calculated on the assumption of a reasonable amount of luggage per Passenger. ADE-DAA’S reserves the right to charge additional costs for the carriage of oversized or overweight cargo or luggage.
5. Exclusive of Price. The price of the Contract excludes the following: (i) surcharges of any type including but not limited to surcharge on fuel, cargo, insurance including but not limited to war risk insurance, (ii) all airport charges (iii) de-icing of aircraft, (iv) extra catering and special catering requests such as, but not limited to, caviar and special wines or spirits, (v) special cargo requests, (vi) satellite phone and internet connection, (vii) installation of decals on aircraft fuselage, (viii) ground transportation, (ix) credit card surcharges, and (x) any other extra charge due to weather conditions or flight delays or diverted landings determined by Air Traffic Control or other relevant authorities. The cost of the above will be invoiced separately at cost after the flight has occurred and after receipt by ADE-DAA’S of the invoice from the relevant supplier or service provider and immediately reimbursed ADE-DAA’S by Customer. ADE-DAA’S Charter reserves the right to charge a ten per cent handling fee for such invoices.
6. Currency. The price of the Contract is stated in the currency indicated on the Charter Flight Quotation and payments shall be made in the same currency.
7. Payment Terms. ADE-DAA’S shall issue an invoice concurrently with the issuance of the Charter Flight Confirmation. Customer shall make payment of the price by the time specified on the invoice but unless otherwise stated, payment shall have been received in full by ADE-DAA’S at the latest 72 hours from receipt of the invoice or 72 hours prior to departure whichever is earlier. The flight will only be firmly booked once the full price has been paid and ADE-DAA’S shall be under no obligation to perform flights before payment by Customer of the full price. If Customer fails to make any payments at the time and in the amount specified in the invoice, ADE-DAA’S may, by written notice, terminate the Contract with immediate effect. All payments shall be made by bank transfer to the bank account the details of which shall be stated on the invoice or by credit card (additional fees may apply) in full, without set-off, counterclaim, deduction or withholding of any kind.
8. Cancellation Fees. If after issuance of the Charter Flight Confirmation (i) a flight is cancelled by Customer or the Passengers, (ii) Customer requests a schedule change which ADE-DAA’S cannot accommodate, or (iii) ADE-DAA’S is prevented from performing the flight due to any act or omission of Customer or any Passenger, then the flight shall be deemed cancelled by Customer and unless otherwise stated in the Charter Flight Quotation, the following cancellation fee (expressed below as a percentage of the total price of the Contract) will be paid by Customer, or retained by ADE-DAA’S from the amount already paid by Customer, as the case may be:If the Client wishes to cancel any Flight or Flights the subject of this Agreement the following rates will be paid forthwith by the Client to the Intermediary as agreed compensation: 25% of the Agreed Price if cancelled after contract exchange; 50% of the Agreed Price if cancelled within 72 hours prior to STD; 75% of the Agreed Price if cancelled 48 hours prior to STD; 100% of the Agreed Price if cancelled within 12 hours of STD Payment should be executed and reflected in ADE-DAA’S account prior to STD. If a positioning flight to the point of departure is necessary, then the above cancellation fee periods will be considered from the time of cancellation to the date of departure of such positioning flight.
9. Force Majeure. ADE-DAA’S reserves the right at any time to cancel, postpone or redirect a flight or provide Customer with another similar aircraft at the same price in the event that the flight cannot be performed with the booked aircraft due to reasons beyond its control, including but not limited to, acts of God or public enemy, war, civil war, warlike events, terrorism, infringement of a country’s neutrality, sabotage, hijacking, insurrections or riots, requisition, confiscation, expropriation, seizure, fires, floods, explosions, earthquakes, natural disasters, weather conditions, epidemics, pandemics or quarantine restrictions, compliance with applicable law, regulations or orders, any act of any third party, any act of government, governmental priorities, allocation regulations or orders, strikes or labour troubles, general hindrance in transportation, serious accidents, aircraft accident, technical reasons, failure of a sub-contractor or supplier to furnish services, materials, accessories, equipment or parts, failure of Customer to perform its obligations under the Contract, Passenger delays, other force majeure event of any nature, or when the safety of the Passengers or of the crew can reasonably be assessed to be in danger, at the discretion of the captain or of any ADE-DAA’S personnel. ADE-DAA’S shall in no event be held liable or found to be in default for any such cancellation, postponement, redirection or provision of alternative aircraft resulting from the above-mentioned circumstances. In the event that the above happens before the first leg of the flight stated in the Contract started or before the positioning flight to the first departure point, and ADE-DAA’S exercises its above right to cancel the flight, ADE-DAA’S shall credit Customer with an amount corresponding to the flight in question minus all expenses already incurred. In the event that the above happens en route, any cost arising from such changes or delays will be invoiced separately at cost and shall become payable by the Customer, excluding the cost of repairing the aircraft, but including the cost of arranging an alternative aircraft.
10. Passenger and Cargo Entry Documents. Passengers are responsible for ensuring that they have the necessary valid travel documents and visas for entering their destination. ADE-DAA’S takes absolutely no responsibility with regard to compliance with the regulations governing Passenger entry. Should there be any costs due to the lack of required entry documents of Passengers or cargo, the Customer shall compensate ADE-DAA’S for any such costs.11. Passenger Baggage – Pets. Passenger baggage weight is limited for flight safety reasons, mission requirements, volume, aircraft loading capability and aircraft certified limitations and varies between aircraft types. Items determined by the crew to be of excessive weight or size will not be permitted on the aircraft. No animals of any kind may be transported unless a specific written agreement has first been obtained from ADE-DAA’S. If accepted by ADE-DAA’S, the Customer must ensure the necessary documentation is in place including but not limited to health and vaccination certificates, entry permits, transit permits and exit permits. The customer will comply, at its cost, with all requirements imposed by ADE-DAA’S, in particular as regards the conditions of transport (cage, box or other retaining equipment for animals). ADE-DAA’S assumes absolutely no liability in respect of any injury, death, quarantine measures or whatever other measures that may affect animals transported onboard the aircraft.12. Passenger List. The customer will provide ADE-DAA’S with the list of Passengers (including full name and passport copy) scheduled to be on-board each charter flight and will notify ADE-DAA’S of any changes as soon as possible and in advance. The customer acknowledges that ADE-DAA’S is bound by international regulation relating, inter alia, to cabotage (flights that drop off and pick-up Passengers within the same country or region) which may limit en-route changes to the original list of Passengers. The customer accepts to be bound by ADE-DAA’S decision regarding the legality of any changes made to the Passenger list after the start of a charter Flight.
13. Prohibited or Dangerous Goods. Goods declared as dangerous must be declared in accordance with the IATA Dangerous Goods Regulations. Passengers are advised that the following items and/or materials are PROHIBITED on board aircraft: explosives (ammunition, fireworks, flares); flammable liquids or gas; high-power lithium batteries (more than 160Wh); oxidizing substances; toxic and infectious substances; corrosives substances; drugs; poisons; radioactive materials; magnetized materials and other materials on the list of the IATA Dangerous Goods Regulations. Furthermore, Passengers are advised that lithium-operated Portable Electronic Devices (PEDs) such as mobile phones, electronic readers, tablets, personal computers (PCs), laptops, MP3 players, or electronic cigarettes must not be placed in checked baggage but may only be carried in carry- on baggage or on person. Any spare batteries shall be secured and insulated from each other.
14. Sanctions List. Customer (including, for the avoidance of doubt, any Passenger) represents and warrants that it is not (i) listed on any prohibited parties list maintained by the United States Government or the European Union, such as the Specially Designated Nationals list, or (ii) subject to sectorial sanctions under U.S. law and/or (iii) owned by a listed person or entity (50 per cent or greater interest). The customer agrees to provide ADE-DAA’S (if specifically requested by ADE-DAA’S) with all information reasonably necessary for ADE-DAA’S to conduct its own due diligence of parties involved in any charter flight. Customer will not act (or fail to act) in a way which could cause a potential infringement of any applicable sanctions, and shall indemnify ADE-DAA’S against any loss, damage, liabilities costs or expenses of whatsoever nature caused to suffered or incurred by ADE-DAA’S and its officers, employee’s agents, insurers or subcontractors arising out of any act or omission of Customer in relation to applicable sanctions.
15. Smoking. Smoking is strictly prohibited at all times on all ADE-DAA’S flights unless specific arrangements are agreed in writing between the parties. Failure to comply may result in flight cancellation for Customer default, and an extra charge for damage and cleaning.
16. Indemnification. Customer hereby indemnifies ADE-DAA’S, its shareholders, affiliates, officers, directors, employees and agents and any other related person (including any owner, lessee or financier of the aircraft) (together, the “ADE-DAA’S Parties”) from any claim, damage or cost which ADE-DAA’S, Customer or any third party may suffer from the flight (including any damage caused by the Passengers to the aircraft cabin during a flight), other than claims, damages or costs caused by ADE-DAA’S gross negligence or willful misconduct. ADE-DAA’S shall in no event be liable for any indirect or consequential losses or damages under the Contract. Customer and any Passenger shall be jointly and severally liable for, and shall indemnify the ADE-DAA’S Parties against, any direct or indirect damage:(A) which Customer or Passenger (including any animals, equipment brought on-board) cause to the aircraft or any other asset in connection with a charter flight performed pursuant to a Contract; or(B) which may result out of or in connection with any breach or non-respect by Customer or any Passenger of (i) these Terms, (ii) any applicable laws, regulations, orders and travel requirements (including immigration and customs regulations or of the Carrier’s instructions relating thereto), (iii) any instructions given by the Captain in Command including security notice presented by the aircraft crew to Customer or Passengers on-board a charter flight. Without prejudice to the above and subject to any applicable law or regulation (including the Conventions defined below), Customer shall be liable for, and shall indemnify the ADE-DAA’S Indemnities against, any claim of any kind whatsoever from any Passenger or any related third party arising out of or in any way connected to a charter flight performed pursuant to a Contract.
17. Limitation of Liability. Any liability of the ADE-DAA’S Parties arising out of or in connection with the transportation services provided by ADE-DAA’S pursuant to the Contract shall be excluded to the extent possible but subject always to any mandatory provision of any applicable national or international law or regulation and in particular the Conventions (as defined below) and Regulation (EC) No 2027/97. ADE-DAA’S and the ADE-DAA’S Parties will not be liable for any consequential or indirect damages and for loss of revenues or profits, which is hereby expressly excluded. Without prejudice to the foregoing, ADE-DAA’S hereby represents and warrants to Customer that it carries proper and sufficient insurance for its legal liability. “Conventions” means (i) the Convention for the Unification of Certain Rules for International Carriage by Air, opened for Signature at Montreal on 28 May 1999 (known as the “Montreal Convention”), and (ii) the Convention for the Unification of Certain Rules Relating to International Carriage by Air, opened for Signature at Warsaw on 12 October 1929 (known as the “Warsaw Convention”), in each case, as amended or supplemented from time to time and including their related Protocols.
18. Personal Data. By providing its personal data (name, address, passport copies, etc.), Customer and any Passenger agree and acknowledge that ADE-DAA’S will be entitled to process and use (electronically or by data processing) the personal data provided by Customer and/or the Passengers for the purposes of facilitating and meeting mandatory entry and exit procedures of certain countries and to transfer these data referring to the transport to domestic and foreign governments or other authorities or to other air carriers. The customer understands that ADE-DAA’S and air carriers, in general, are bound by legal and governmental obligations to transfer the personal data of Passengers to the respective authorities in various countries (the United States of America and Canada in particular) if the destination or transit airport is situated in one of those countries.
19. Captain in Command. The customer acknowledges that in order to ensure the safety of the aircraft, the Passengers and the crew, the Captain in command shall have absolute discretion to make decisions concerning the operation of the aircraft. Customer agrees that any and all decisions and instructions of the Captain shall be respected and applied by Customer and all Passengers. The customer shall be responsible for any failure by the Passengers to comply with any decision of the Captain. In the event that is necessary, in the Captain’s sole discretion, for any flight to be diverted in order to remove any Passenger whose conduct or physical condition is such that it may or has created any hazard or risk to that Passenger or the other Passengers, the crew or the aircraft, Customer shall indemnify ADE-DAA’S in full against any costs, claims, demands, liabilities, actions and proceedings of any kind whatsoever incurred by the ADE-DAA’S as a result of such diversion. Montreal Convention. The Contract and the transportation and carriage performed or to be performed thereunder on international flights may be governed by the rules and limitations relating to liability established by the Montreal Convention, which rules and limitations shall, to the extent the Montreal Convention is applicable, apply to the flight(s) performed under any Contract. The Montreal Convention governs and in most cases, limits the liability of carriers in respect to loss of or damage to cargo.
20. Applicable Law. The Contract shall be governed by and construed in accordance with the laws of Nigeria, Ghana, and Côte d’Ivoire. Any and all disputes arising from or in connection with the Contract, including its formation and validity, shall be subject to the exclusive jurisdiction of the courts of Nigeria. The above choice of law is subject to any mandatory law or regulation imposed by the Conventions, Regulation (EC) No 2027/97 or any national or international law applicable to the Contract.
21. Severability. If any one or more clauses of these Terms are found to be illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining clauses shall not in any way be affected or impaired thereby.
22. Counterparts. The Contract may be executed in multiple counterparts, each of which shall constitute an original and each of which may bear the signature(s) of one or both of the parties hereto, but all of which together shall constitute but a single instrument. The parties agree that a counterpart of the Contract bearing a photocopy, electronic, PDF or facsimile copy of a party’s signature shall be as fully admissible as a counterpart bearing such party’s original signature in proving such party’s execution of the Contract.