General Air Charter Conditions

For all Air Charter Service Authorisation and Agreements entered into with OGA, unless the context otherwise requires:-

“Agreement”

means the applicable Aircraft Charter Service Authorisation and Agreement including the Schedule and any appendices or attachments thereto;

“Aircraft”

means any aircraft for the time being operated in connection with any Flight(s);

“Base Date”

means the base date stated in the Agreement;

“Carrier”

means the operator of the Aircraft as specified in the Schedule;

“Charter Price”

means the amount set out in the Agreement;

“Flight(s)”

means a flight described in the Schedule;

“Schedule”

means the schedule to the Agreement; and

“STD”

means the scheduled time of departure of any Flight(s).

The Charterer shall pay to OGA the Charter Price at the time, in the currency, in the amounts and to the address specified in the Agreement.

The Charter Price specified in the Agreement is based on aviation fuel costs and currency exchange rate calculated on the Base Date. If for any reason whatsoever there shall be any increase in the cost of aviation fuel or any increase in costs due to currency exchange rate fluctuations only between the Base Date and the date of operation of any Flight(s), then the Charterer shall, if so required by OGA, pay to OGA on demand such amount as shall fully compensate OGA for such increase.

Time of payment of the Charter Price shall be of the essence of the Agreement.

Unless otherwise expressly stated, the Charter Price also excludes:

1. Security charges levied by airport authorities or any other security fees or taxes including passenger taxes or Air Passenger Duty (APD) or any Fixed Base Operator (FBO) charges; or any hangarage, or airport surcharges.
2. Any war risk and allied perils insurance premium surcharge or any similar or other insurance premium surcharge required from time to time;
3. De-icing charges including those incurred on any positioning, de-positioning, or ferry leg;
4. Use of internet, Wi-Fi, in-flight satellite telephone or other communication related charges;
5. Any bespoke items required including but not limited to check-in desks, flight representation, personalised aircraft exterior or interior or other on board services; demurrage/standing charges; and/or additional flight hour charges
6. Any increase in costs that are passed to OGA by the Carrier as costs incurred, for matters including but not limited to changes in currency exchange rates, any departure from the Schedule caused by lack or invalidity of any licences or permits, increased fuel or ground handling costs;
7. Fees or charges relating to cleaning or any other damage to the Aircraft;
8. Any EU ETS aviation charges or charges relating to emissions, noise pollution or any other pollutants whatsoever;
9. COVID-19 (or any other virus or disease) related exceptional costs (as may be incurred by OGA and/or the Carrier);
10. Stamp duty if applicable.

IN THE EVENT THAT ANY OF THE ABOVE APPLY, THE CHARTERER SHALL PAY THE SAME TO OGA WITHIN 2 DAYS OF RECEIPT OF OGA’S INVOICE IN RESPECT THEREOF.

The Charterer understands that items not included in the Charter Price, such as noted above are at the discretion of the Carrier and not OGA. The Charterer accepts that these items may be expensive. For example, certain Carriers charge $5,000 per hour for the use of Wi-Fi. By signing the Agreement, the Charterer acknowledges this and agrees to pay any such sums in full to OGA within the timeframe stipulated irrespective of the amount due.

If for any reason payment of the Charter Price or any instalment thereof shall not be made on the due date then the Charterer shall pay to OGA interest on the amount unpaid at the rate of 4% per annum above the base rate in accordance with applicable local banking regulation calculated on a daily basis from the due date until the date of payment (both before and after judgment) compounded monthly.

No set-off, deduction or counterclaim (whether arising in respect of the Agreement or any other carriage) shall entitle the Charterer to withhold payment of any sums whatsoever payable to OGA under or by reason of the Agreement. In the event that the Charterer is required to withhold any part of any payment payable by it to OGA hereunder or to make any deduction therefrom, it shall pay such additional amount as may be necessary so that, after making such withholding or deduction, OGA shall receive from the Charterer the full amount of such payment.

The Charterer understands that the operator may prohibit or restrict the carriage of lithium ion/metal batteries in either hand baggage or checked baggage. This shall include (but may not be limited to) electronic devices which are the subject to product recalls or known faults. The carriage of such items is prohibited in both hand baggage and checked baggage, and the Charterer shall ensure that all passengers are made aware of this prohibition. In the event damage or loss occurs as a result of lithium ion/metal batteries contained in hand baggage, checked baggage or otherwise by Charterer and/or its passengers, Charterer will defend and indemnify OGA from any claims whatsoever arising from such damage or loss including the payment of all costs and reasonable attorneys’ fees. OGA’s right to a defence is separate and apart from its right to indemnity.

The Charterer acknowledges that OGA is not the operator of the Aircraft and acts as an intermediary between the Charterer and the Carrier in connection with the provision of the Aircraft for any Flight(s). OGA shall procure the Carrier to provide the Aircraft at the commencement of the Flight(s) properly manned and equipped in accordance with the laws and regulations of the state of registration of the Aircraft and the Aircraft shall be operated in accordance with all applicable laws and regulations during the period of the Flight(s). The Charterer acknowledges that the Flight(s) will be provided by the Carrier and that the Carrier has exclusive responsibility for the maintenance and operation of the Aircraft. In the event that any Flight(s) is delayed through the fault of the Charterer, the Charterer shall pay to OGA demurrage/standing charge at the rate of USD 12,000 per hour or part thereof, after STD - in addition to any charges incurred by the Carrier from third party suppliers resulting from the delay.

The STD’s shown in the Schedule are approximate and not guaranteed and the Carrier is entitled to deviate from the Flight(s) schedule and/or the duration of the Flight(s) and/or to reduce the maximum payload. The captain and/or the pilot in command of the Aircraft shall have complete discretion concerning preparation of the Aircraft for flight, whether or not a Flight(s) shall be undertaken or abandoned once undertaken and deviation from proposed route, where landing shall be made and all such other matters relating to the operation of the Aircraft and the Charterer shall accept all such decisions as final and binding and, in the event that any of the above occurs, any additional costs incurred by the Carrier in so doing shall be payable by the Charterer to OGA on demand.

If the captain diverts the Aircraft and lands in a different location to the arrival airport(s) specified in the Schedule, which is, in the opinion of the captain, necessary for the safety of the Aircraft, crew or passenger(s), incidental to the performance of the Flight(s) or for the purpose of attempting to save life or property (or for any other reason in the sole discretion of the captain), the Flight(s) may be deemed by the Carrier and OGA as performed as per the Agreement and the Charter Price shall be payable as per the terms of the Agreement. In such event, the Charterer shall have no right to claim a partial or total refund of the Charter Price nor to claim any damages and agrees to waive any right of claim it may have against OGA or the Carrier.

All ground and operating personnel, including cabin staff, are authorised to take orders only from the Carrier unless specific written agreement shall first have been obtained from the Carrier whereby certain defined instructions may be accepted by such personnel from the Charterer.

OGA may at its discretion and without prior notice substitute the Aircraft and/or the Carrier and such substitute aircraft and substitute carrier shall, for the purposes of the Agreement, be the Aircraft and the Carrier hereunder.

OGA shall procure that the Carrier shall supply or procure the supply of passenger tickets, baggage checks, air waybills and all other necessary documents relating to the carriage undertaken pursuant to the Agreement and the Charterer shall give to OGA all necessary information and assistance to complete such documents as soon as possible after the making of the Agreement and, in any event, in sufficient time to be completed for issue to passengers.

The Charterer recognises that OGA will receive personal data for the purposes of providing services, facilitating immigration and entry procedures, and OGA will be required to make available such data to the Carrier, government agencies and other parties who require it in connection with the services being provided by OGA. Personal data will be held securely in accordance with the OGA privacy policy which is available at oryxglobalaviation.com/privacy and also used for the purpose of analytics to improve services, or personalisation to improve customer experience. For these purposes, Charterer warrants that they shall comply with any applicable laws and regulations in relation to the collection of personal data. Further, the Charterer shall ensure that its passengers and any other person who may be deemed a data subject or from whom personal data is collected has acknowledged and consented to the sharing of their personal data with OGA and any other third parties when required. Furthermore, the Charterer authorises OGA to retain and use such data and to transmit it to the Carrier, OGA’s offices, authorised agents, government agencies, other carriers or other third parties as and when required. The Charterer will retain records relating to the origin, destination and contents of all Cargo transported under the Agreement and will provide such records promptly to OGA upon request.

The Charterer shall be solely responsible for ensuring that passengers and their baggage arrive at the specified check-in point at the departure airport in sufficient time to be carried on any Flight(s) and that all passengers possess all required identity documents, visas and other documents required by the states of departure, travel and arrival of the Flight(s) for the transportation of them and their baggage.

In the event that any passenger of the Charterer fails to arrive in sufficient time to be carried on the Flight(s) or comply with any of the aforementioned, OGA shall be under no liability whatsoever to the Charterer nor to such passenger. OGA shall be under no obligation hereunder to make any alternative arrangements for any such passenger. If the Carrier, in its absolute discretion, arranges for any such passenger to be carried on a later flight, the Charterer shall pay on demand to OGA such additional sum that OGA may specify for each such passenger to cover applicable passenger taxes and the administrative costs of the Carrier and OGA thereby incurred.

In the event of any delay (other than any delay for technical reasons for which the responsibility shall solely lie with the Carrier) deviation or diversion of any flight, the Charterer shall be solely responsible for any and all accommodation, 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 OGA shall be reimbursed by the Charterer to OGA on demand.

For the avoidance of doubt, OGA shall not be liable for any delay to the passengers whilst passing through any airport by virtue of any customs, immigration, airport policy or otherwise. Further the Carrier shall not be obligated to wait for any delayed passengers and both OGA and the Carrier shall reserve the right to procure the STD of any Flight(s) notwithstanding any delay to the passengers upon which the Charterer shall have no right of claim.

OGA shall not be liable for any claims from the Charterer, any passenger or any third party in relation to any compensation payment or any payments under Regulation (EC) No 261/2004 of the European Parliament of the Council, or any other compensation regulation. The Charterer hereby agrees to hold harmless OGA against any and all liabilities, claims, demands, suits, judgments, damages and losses, including reasonable expenses, costs and legal fees in connection herewith. Where applicable the Charterer shall indemnify OGA against any claim from the Carrier or a passenger where any applicable EU regulation (or comparable regulation or legislation) becomes payable. The foregoing indemnity shall apply whether or not OGA has been negligent or at fault. OGA will not be able to deal with and/or talk to passengers directly.

In the event that any passenger of the Charterer is refused entry at any destination airport, or as a result of any passenger not being in possession of any identity document, visa, health certificate or other document required by any authority or government entity, the Charterer shall indemnify and keep indemnified OGA, its officers, employees, agents and suppliers against any and all costs or expenses whatsoever incurred by OGA in respect thereof (including but not limited to charges, fee, penalties, imposts or other expenses levied upon the Carrier or OGA by any immigration authority) or for any arrangements made by the Carrier and/or OGA to return such passengers to the country from which such passenger was originally carried.

The Charterer acknowledges that from time to time a Carrier, or Carrier’s country, being used may be subject to an operating ban or part of a ban list outside the region in which it is being used (including but not limited to a ban within the European Union) and agrees that to the extent permitted by law, OGA has no liability whatsoever in relation to such Flight(s) and the Charterer releases, discharges and waives all claims they may have of whatsoever nature against OGA for any loss, damage or injury (including death) or costs or any passengers (including but not limited to cargo attendants) arising out of the Flight(s) performed by the Carrier in such circumstances.

The Charterer agrees to not directly or indirectly contact the Carrier or its associates, agents or affiliates for the purposes of making arrangements for the Charterer or any associated party of any aircraft for a period of the later of twelve (12) months from the date of last communication between all concerned parties or the date of the last charter Flight(s) that is operated for the Charterer by the Carrier or an associated party, except as requested by OGA in furtherance of the operation of this Flight(s). Charterer also undertakes not to make use of any third party to circumvent this Section 4.8.

The Charterer agrees to not directly or indirectly employ, hire or otherwise engage, or attempt to employ, hire or otherwise engage any current or former employee, consultant, independent contractor, agent, officer or representative of OGA or any of OGA’s affiliates for a period of 12 months from the date of last communication between all concerned parties or the date of the last charter Flight(s) that is operated for the Charterer by the Carrier or an associated party. The Charterer also undertakes not to make use of any third party to circumvent this Section 4.9.

In the event that:

1. any agreement between the Carrier and OGA in respect of the Aircraft is terminated for whatever reason; or
2. the Aircraft is unavailable, unserviceable or detained (whether lawfully or not) by any third party (including but not limited to detention by any aviation or airport authority, overflight authority or by way of lien or requisition for hire or otherwise); or
3. the Carrier has an administrator, receiver, administrative receiver, trustee or other like person appointed over a part or all of its assets or business (or any event analogous thereto occurs in any jurisdiction in which the Carrier conducts its business) and as a result the Carrier is unable to perform the Flight(s) at the same cost; or
4. if the Carrier becomes insolvent, enters into voluntary liquidation or is compulsorily wound up (or any event analogous thereto occurs in any jurisdiction in which the Carrier conducts its business); or
5. the Carrier, for whatever reason, fails to hold or maintain an Air Operator’s Certificate; then

OGA shall use its reasonable endeavours to find an alternative carrier to operate such flights as may be affected by the occurrence of any of the above events (“Affected Flight(s)”), at the same cost to the Charterer.

In the event that OGA is unable to do so, OGA shall (subject to the provisions of Clause 10 hereof and provided that the Charterer has duly fulfilled its obligations hereunder) refund to the Charterer such part of the Charter Price previously paid by the Charterer as relates to the Affected Flight(s), minus any costs incurred by OGA or the Carrier. In the event that OGA is able to arrange an alternative carrier to operate the Affected Flight(s), but only at an additional cost, OGA shall notify the Charterer forthwith and the Charterer shall have the option to charter the Aircraft operated by the alternative carrier provided that, if it so elects, it shall pay to OGA such additional costs upon demand. If the Charterer does not so elect, OGA shall, (subject to the provisions of Clause 10 hereof and provided that the Charterer has duly fulfilled its obligations hereunder), refund to the Charterer such part of the Charter Price previously paid by the Charterer as it relates to the Affected Flight(s) (minus any costs incurred by OGA or the Carrier), which shall be the Charterer’s sole remedy and OGA shall thereupon be under no further obligation or liability to the Charterer or the Charterer’s passengers in relation to the Affected Flight(s). In the event any deposits or any other monies paid to the Carrier in connection with the Flight(s) are not refunded by the Carrier, the Charterer irrevocably releases OGA from any claims or damages resulting from any deposits or funds not refunded by the Carrier. For the avoidance of doubt, OGA shall have no obligation to reimburse the Charterer for any such funds.

The Charterer shall comply in all respects with the conditions of all permits, licences and authorities granted for the Flight(s) and will procure such compliance on the part of all its passengers.

The Charterer shall provide direct email and mobile for operational and compliance purposes.

The Charterer is solely responsible for providing, in a timely manner as requested by OGA and/or the Carrier, all required passenger, baggage and cargo/consignment documentation, permits, licenses, visas, export/import permits, security clearances, and any other documentation necessary for the operation of the flight.

The Charterer warrants that all such documentation is valid, accurate and compliant with all applicable laws and regulations. The validity and acceptance of such documentation by the Carrier and/or relevant authorities is the sole responsibility and liability of the Charterer.

The operation of any charter flight is wholly contingent upon all required documentation being approved and accepted by the Carrier.

In the event that any deficiency in the Charterer’s documentation results in the Carrier and/or relevant authorities refusing or cancelling the flight, the Charterer shall be liable under OGA’s Cancellation Policy. This includes forfeiture of 100% of the Charter Price paid to OGA. The Charterer shall also be liable to OGA for all additional costs and losses incurred by OGA as a direct result of such cancellation or non-operation.

The Charterer shall be responsible for the issue and delivery of all necessary passenger tickets, baggage checks and other necessary documents to all passengers.

The Charterer shall comply and shall procure that all its passengers shall comply with all applicable customs, sanctions regulations, police, public health, immigration and other lawful regulation of any state to/from or over which the Aircraft is or may be flown.

The Charterer warrants that they are not included owned, controlled by, acting on behalf of, or affiliated with entities or persons included on any of the relevant of application sanctioned-person lists or otherwise subject to any sanctions or similar restrictions. Further, the Charterer warrants that they shall not act (or fail to act) in a way which could cause a potential infringement of any applicable sanctions, and shall indemnify OGA against any loss, damage, liabilities costs or expenses of whatsoever nature caused to be suffered or incurred by OGA and its officers, employees agents or subcontractors arising out of any act or omission of the Charterer in relation to applicable sanctions.

The Charterer shall hold harmless and indemnify OGA 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 the Agreement.

OGA shall be under no liability to the Charterer for any failure by it to perform its obligations under the Agreement arising from force majeure, labour disputes, strikes or lock-out, civil commotion, existence or apprehension or imminence of war between any nations, civil wars, blockade, hijacking, embargo, acts of governmental authorities, acts of God, fire, flood, fog, frost, ice, volcanic eruption, epidemics, quarantine, withdrawal of route licences, restrictions imposed by any airport control or airport authority, confiscation, requisition, detention or total loss of or damage to the Aircraft or any of its equipment, or any other cause beyond the control of OGA or the Carrier including but not limited to accidents to or failure of the Aircraft, its engines or any other part thereof or any machinery or apparatus used in connection therewith. For the avoidance of doubt, any issues caused by or related to the Coronavirus Disease 2019 (COVID-19) (or any mutation of COVID-19 or any other virus or disease) shall not be an event of force majeure unless the Carrier confirms in writing that they are unable to operate the charter Flight(s).

OGA shall be under no liability to the Charterer or to any passenger of the Charterer in respect of any delay or variation or cancellation of any Flight(s) or the non-availability of any seats which results from the acts or omissions of OGA or for any failure by the Carrier to perform any Flight(s).

The Charterer shall defend and indemnify OGA against any claim by any passenger of the Charterer arising out of any such variation, cancellation, non-availability or failure to perform provided always that if OGA shall receive any refund from the Carrier in respect of any such varied cancelled or unperformed Flight(s) or unavailable seats which have already been paid for by the Charterer, OGA shall (subject to the provisions of Clause 10 hereof and provided always that the Charterer shall have duly fulfilled its obligations under the Agreement), repay such refund to the Charterer. OGA’s right to a defence is separate and apart from its right to indemnification.

The Charterer shall defend and indemnify OGA against any loss, damage, liabilities costs or expenses of whatsoever nature caused to be suffered or incurred by OGA and its officers, employees agents or subcontractors arising out of any act or omission of the Charterer or its officers, employees or agents whether arising in contract or tort (including negligence) or otherwise. OGA’s right to a defence is separate and apart from its right to indemnification.

OGA is not and does not act as a common carrier or other carrier in respect of the Agreement.

Carriage performed under the Agreement shall be subject to the conditions of carriage contained or referred to in the traffic documents of the Carrier including its General Conditions of Carriage. Should OGA be deemed for any reason to be acting under or in connection with the Agreement as a carrier, then to the extent to which such carriage constitutes international carriage, the rules and limitations established by the Convention for the Unification of Certain Rules Relating to International Carriage by Air, signed at Warsaw, Poland, on October 12, 1929, as amended by the Protocol signed at The Hague, Netherlands, on September 28, 1955 (herein collectively called the “Warsaw Convention”) and/or by the rules and regulations established by the Montreal Convention on the Unification of Certain Rules for International Carriage signed in Montreal on 28th May 1999 (“Montreal Convention”) which rules and limitations shall, to the extent such Warsaw Convention and/or the Montreal Convention is/are applicable, apply to the Flight(s) hereunder.

Except as specifically provided by the Warsaw Convention and/or the Montreal Convention, OGA shall not be liable for any death wounding, personal injury or claim of whatsoever nature whether for death or bodily injury or for delay or loss of or damage to or delay of baggage or cargo whether arising in contract or in tort whether occasioned by OGA, or its officers, employees or agents and the Charterer hereby waives all rights or claims against OGA and discharges OGA, its officers, employees and agents from any such claim as aforesaid.

The Agreement may be terminated immediately upon notice from OGA to the Charterer upon the occurrence of any of the events specified below:-

the Charterer defaults in the payment of any amount payable hereunder on due date;

the Charterer is in breach of any of its other obligations hereunder which if capable of remedy has not been remedied within 2 days of receipt of written notice from OGA requiring remedy of such breach;

OGA suspects any fraud, misrepresentation, misconduct, suspicious activity, illegal activity or other wrongdoing of the Charterer or any of its officers, employees, agents, affiliates or subcontractors;

there is, as applicable, a change of control, meaning any change in the direct or indirect ownership of the voting capital or similar right of ownership of the Charterer;

the Charterer admits its inability to pay or becomes unable to pay it debts;

the board of the Charterer contemplating, considering, discussing or agreeing to its business rescue or proposing to take steps to place itself in business rescue or an administration order is made up in relation to the Charterer;

proceedings are started or any steps are taken for the winding-up or dissolution of the Charterer or for the appointment of a provisional liquidator, liquidator, receiver, administrative receiver, trustee, supervisor or similar officer of the Charterer or any or all of its revenues and assets, or the Charterer is unable to pay its debts within the meaning of any applicable law relating to bankruptcy, insolvency, reorganisation or compromise of debts or other similar law;

an encumbrancer takes possession of any of the Charterer’s revenues or assets, or any security created by the Charterer becomes enforceable and the mortgagee or chargee takes steps to enforce the same (including without limitation by appointing a receiver or administrative receiver to any of the assets of the Charterer);

the Charterer convenes a meeting or takes any steps for the purpose of making or proposes to enter into or make, any arrangement or composition for the benefit of its creditors;

a writ of execution, distress, lien or other execution is levied, issued or enforced upon or against any part of the Charterer’s property or assets;

the Charterer suspends or ceases or threatens to suspend or cease to carry on its business or (except in the ordinary course of business) it sells, leases, transfers or otherwise disposes of or threatens to dispose of all or any substantial part of its undertakings or assets (whether by a single transaction or by a series), or all or any substantial part of its assets are seized or appropriated by or on behalf of any governmental or other authority or are compulsory acquired;

the Charterer fails to send to OGA any requested documents related to the operation of the Flight(s);

if anything analogous to the events referred to in 8.4 to 8.12 above occurs in any jurisdiction in which the Charterer conducts its business;

in the opinion of OGA a material adverse change occurs in the business, assets, condition, operations or prospects of the Charterer;

any of the events specified in this Clause 8 occur in relation to any guarantor of the Charterer’s obligations hereunder;

For the avoidance of doubt, it is understood that immediate termination will only occur to the extent that such termination is permitted under applicable laws.

If the Agreement is terminated under Clause 8, then the Charterer must (without prejudice to any other rights and remedies which OGA may have) pay immediately to OGA all amounts then due and unpaid to OGA hereunder, together with interest thereon (if any) at the rate specified in clause 2.3.2 above and the Charterer shall defend and indemnify and keep OGA indemnified against all loss, damage, costs, expense, claim or liability incurred or sustained by OGA as a result of such termination (including in particular but not limited to any and all cancellation charges payable by OGA to the Carrier) and OGA shall be entitled to retain any initial deposit paid by the Charterer pursuant to any provisions therefor set out in the Agreement. For the avoidance of doubt, any proposed postponement of a Flight(s) by the Charterer shall be considered a cancellation for the purposes of this clause or in relation to cancellation as otherwise dealt with in the Agreement. The Charterer shall defend and indemnify OGA against any claims by any passenger of the Charterer against OGA arising out of the termination of the Agreement. OGA’s right to a defence is separate and apart from its right to indemnification.

OGA may at any time without notice to the Charterer, at its discretion, set-off any amounts paid by the Charterer to OGA against any amounts then due to OGA under the Agreement or against any amount due at such time from the Charterer to OGA. The Charterer accepts that third party invoices, including but not limited to royalty payments may be invoiced to OGA at any time after the Flight(s) (for example this could be up to eighteen months after the Flight(s)). The Charterer accepts that any invoice relating to the Flight(s) shall be paid without dispute to OGA on demand notwithstanding any delay.

Any notice required to be given under the Agreement shall be in writing and shall be deemed duly given if delivered in person or by courier on the date it is delivered or sent by certified or registered mail (airmail if overseas) or the equivalent (return receipt requested) on the date the notice is delivered.

The 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 and supersedes any prior representations, agreements, conditions, negotiations, and undertakings whether made orally or in writing in relation thereto. Further, the Agreement shall supersede and take precedence over any end user license agreements, click-wrap or click-through licenses, terms of use, purchase order terms, or any other analogous agreements or documentation issued, submitted, displayed or provided by a party in connection with any services provided under the Agreement, except as otherwise set out in the Agreement or as expressly agreed in writing signed by both parties.

No party has relied on any warranty or representation of any other party except as expressly stated or referred to in the Agreement.

No claims shall be made against OGA 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 the Agreement.

No variation of the Agreement shall be effective unless made in writing and signed by authorised signatories on behalf of both parties.

The Charter Price, payment terms and other commercial terms contained in the Agreement are confidential to the parties and may not be disclosed to third parties without prior approval.

No failure by OGA to exercise and/or no delay by OGA 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.

The Charterer shall not be entitled to assign the benefit of the Agreement.

All indemnities contained within the Agreement shall survive the termination of the Agreement, howsoever occurring.

By executing the Agreement, the individual warrants that he/she is duly authorised to execute it and he/she is operating within the scope of his/her authority. The Agreement may be concluded with (i) an end customer (“End Customer”); or (ii) an agent on behalf of an end customer (“Agent”) or (iii) an entity acting in any other capacity on behalf of another individual or entity (either, as context demands, the “Client”). Where the Client or the Agent executes the Agreement, the Client or Agent warrants (on its own behalf and as agent for its principal or end customer if applicable) that it is bound by the Agreement jointly and severally with their customer or any other individual or entity. Any Client entering into the Agreement agrees to be held liable for any breach of the Agreement by any passenger utilising the flight services and generally for the acts and omissions of those passengers.

Regardless of the nature of the claim, and to the extent permitted by law, OGA’s aggregate liability under the Agreement or otherwise shall be limited to the actual direct damages up to an aggregate maximum of the lower of the average rotation price (if applicable) or the Charter Price.

OGA shall not in any event be liable for (i) any indirect and/or consequential losses; (ii) any loss of profits or anticipated profits, revenue, contracts, sales, anticipated savings, goodwill and reputation; (iii) any form of non-compensatory damages or special damages arising from the performance or non-performance of any Flight(s) or any of its obligations hereunder, even if OGA has been advised of the possibility of such damages.

Each provision of the Agreement is severable and distinct from the others and if any provision, or line or paragraph of one provision, is or at any time becomes to any extent or in any circumstances invalid, illegal or unenforceable for any reason, it shall to that extent or in those circumstances, be deemed not to form part of the Agreement but the validity, legality and enforceability of that and all other provisions, or other paragraphs of such provision, of the Agreement shall not be affected or impaired, it being the parties intention that every provision of the Agreement shall be and remain valid and enforceable to the fullest extent permitted by law.

A person who is not a party to the Agreement shall not have any rights under or in connection with it by virtue of applicable law.

Except as set out in the Agreement, all warranties, conditions, terms and undertakings, express or implied, whether by statute, common law, custom, trade usage, course of dealings or otherwise are excluded to the fullest extent permitted by law.

OGA shall not be liable for any delay, deviation, cancellation, termination or any other change relating to the Flight(s) as a result of any decision, outcome or policy pursuant to any sanctions, sanctioned individuals or similar restrictions of any country at any time, whether trade sanctions, economic sanctions, no fly-zones, air exclusion zones, operator sanctions or otherwise. OGA reserves the right to amend, change or terminate the Flight(s) and the Agreement (or any part thereof) in its sole discretion and without liability in the event the Charterer, any passenger or any associated person or entity was, is or becomes subject to any such sanctions.

The Charterer warrants that: (a) it is not (i) a Russian national or citizen (including any dual citizenship); (ii) a corporation under the Control (direct or indirect) of a Russian national or citizen (“Control” meaning an individual who has direct or indirect control of the corporation and/or is the ultimate beneficial owner as defined by applicable laws); or (iii) any other impermissible designation or affiliation; (b) any funds remitted to OGA are not remitted by or on behalf of (i) a Russian national or citizen; (ii) a corporation under the Control (direct or indirect) of a Russian national or citizen; (c) the entry into the Agreement by the Parties shall not cause either Party to breach any applicable sanctions; and (d) its passengers and third parties that may take the Flight(s) are not subject to any sanctions or identified on any sanctions lists (for example, the Specially Designated Nationals and Blocked Persons list, Denied Persons List, Entities List, Debarred Parties List, Excluded Parties List and Terrorism Exclusion List maintained by OFAC, the HM Treasury Consolidated List of Financial Sanctions Targets in the United Kingdom, the European Union Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions, the Compendium of United Nations Security Council Sanctions Lists and any other similar list to those referred to, as may be updated from time or time). OGA shall not be held liable for any issues caused by the Charterer or any passenger not disclosing dual citizenship. OGA (without penalty) may immediately terminate the Agreement should the Charterer breach this clause (in full or in part) or should the Charterer breach any other warranty contained herein.

No action shall be entertained unless a written notice providing the details of the claim is presented to OGA. Such written notice is required within ten (10) days from the date of the Flight(s). Should Charterer not comply with the foregoing, Charterer hereby waives any right to damages and OGA and the Carrier shall be fully waived and released.

OGA and the Charterer agree that the tariffs published by the Carrier with respect to how a Carrier limits its liability with respect to the transportation of passenger and goods in accordance with the local laws and regulations are hereby incorporated into and shall form part of the Agreement and all terms and conditions set out therein shall be deemed to form part of the Agreement.

The limits of liability are subject to the Convention for the Unification of certain Rules for International Carriage by Air (Montreal Convention), or the Warsaw Convention in countries that have not ratified the Montreal Convention or the EU Council Regulation 889/2002 if when the Carrier is a Community Air Carrier (hereinafter and collectively the “Conventions and Regulations”):

The Conventions and Regulations govern the liability of air carriers in the event of accidents and the following conditions shall then apply:

1. In the event of an accident, the Carrier’s liability is not subject to any financial limit, be it defined by law, convention or contract in respect of damages sustained as a result of death, wounding or any other bodily injury by a passenger.
2. For bodily injury or death, the Carrier has a strict liability for the first 128,821 SDRs of any claim unless it can prove that the damage was caused by, or contributed to by, the negligence of the injured or deceased passenger.
3. For claims in excess of this limit, the Carrier may be exonerated if it can prove that it and its agents took all reasonable measures to avoid the damage or that it was impossible for it or them to take such measures and/or the injury or death is attributable to the negligence of a third party.
4. In the case of bodily injury or death, the Carrier will without delay, and in the event not later than 15 days after the identity of the natural person entitled to compensation has been established, make such payments as may be required to meet the immediate needs on a basis proportional to the hardship suffered.
5. Without prejudice to the above, an advance payment of at least 16,000 SDRs per passenger will be made in the event of death.
6. Making an advance payment shall not constitute recognition of liability and may be offset against any subsequent settlement. The payment shall be non-returnable unless the Carrier proves that the damage was caused by, or contributed to by, the negligence of the injured or deceased passenger; or where it is subsequently proved that the person who received the advance payment was not the person entitled to compensation; or it is subsequently proved that the person who received the advance payment caused, or contributed to, the damage by negligence.

The Charterer hereby authorises OGA to retain and use personal data and transmit internationally to the Carrier, OGA’s offices, authorised agents, government agencies, other carriers or other third parties when required.

The Agreement and any disputes or claims 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 interpreted in accordance with English law and the parties hereby agree and submit to the exclusive jurisdiction of the English courts.