GENERAL TERMS AND CONDITIONS OF BROKERAGE AGREEMENT FOR AIRCRAFT CHARTER BOOKING

These general terms and conditions apply to the brokerage agreement for the chartering of aircraft organized and/or introduced by sesjets.com, a web-domain and/or trade name owned and managed by SES Holdings Ltd (also referred to as “SES”) to the exclusion of all other terms, conditions, warranties, and representations except any specifically agreed between the Parties in writing. The Parties agree and acknowledge that sesjets.com by SES Holding Limited offers Private Jet Chartering Services and acts as a broker between clients (charterers) and aircraft owners and/or other brokers and/or operators in the booking of on-demand charter flights. SES Holdings Limited, its trade names and/or domains and/or internet portals and/or related parties are not direct air carriers, do not own, maintain, control, check, or operate any aircraft. All advertised air charter transportation services are offered and provided by third-party organizations who are properly licensed by the authorities of their corresponding jurisdiction. The continued use of the sesjets.com website to book a flight or the request placed to SES for a charter flight with other means such as email or telephone will be governed by the Terms and Conditions in force at the time of conclusion of the Agreement between SES and the Charterer.

1. DEFINITIONS

1. In these conditions, the following expressions shall have the following meanings:
2. “Agreement” shall mean the brokerage agreement concluded between SES and the Charterer, by signing or otherwise accepting the Charter Booking, which shall be governed by the specific terms set out in the Charter Booking and the General Terms and Conditions set out herein.
3. “Aircraft” shall mean any aircraft which is the subject of a booking and charter agreement organized by SES for the Charterer.
4. “Charterer” shall mean the legal or natural person, firm or corporate body entering into an agreement with SES as identified in the Charter Booking.
5. “Charter Booking” means the schedule of specific terms signed by the Charterer and SES.
6. “Charter Price” shall mean the amount payable to SES as broker for the Charter Booking and arranging the conclusion of the Charter Contract.
7. “Charter Contract” shall mean the contract between the Charterer and the Operator for operation of the Flight Schedule.
8. “Flight Schedule” shall mean the place of departure, place of destination and any stopping points, together with any indications of departure and arrival dates and times, set out in the Charter Booking.
9. “General Terms” shall mean the general terms and conditions set out below.
10. “Operator” shall mean the operator of the Aircraft or any of its employees, directors, and officers.
11. “STD” or “EDT” means the scheduled (estimated) time of departure in the Flight Schedule.

2. CHARTER BOOKING

1. SES shall arrange that the Operator provides the Aircraft manned, for the Flight Schedule. The Charterer agrees that the carriage will be provided by the Operator who will have sole responsibility for the operation of the Flight Schedule and maintenance, control and operation of the Aircraft. The Charterer accepts that SES acts only as broker for the Charterer and the Operator for the arrangement of the Charter Contract between the Charterer and the Operator. The Charterer also accepts that the crew of the aircraft are the servants of the Operator and shall be authorized to take instructions only from the Operator unless otherwise agreed by the Operator in writing prior to the commencement of the Flight Schedule.
2. If at any time prior to the STD (ETD), the Aircraft becomes unavailable or unserviceable for any reason whatsoever prior to commencement of the Flight Schedule, SES will endeavor to find another suitable aircraft at the same price. Should this prove to be impossible, SES will endeavor to find an alternative aircraft as at close a price as possible to the Charter Price and put such possibility to the Charterer for acceptance. If SES is not able to substitute another Aircraft or the Charterer does not accept any available alternative, SES shall return the Charter Price to the Charterer and shall not be under any further liability whatsoever to the Charterer. However, the Charterer shall remain liable to pay for any part of the Flight Schedule that has already been operated.
3. The Charter Price includes the cost of fuel, oil, maintenance, landing, hangarage, parking, ground handling and the remuneration and expense of aircrew during the Flight Schedule. All other costs, including, but not limited to license fees, clearance fees, royalties, baggage screening charges, security charges, customs duties, airport and passenger taxes, any connections to and from airports, ground accommodation, ground transfers, cabin service, onboard satellite telephone costs and any other additional service costs whatsoever and howsoever arising shall be paid by the Charterer unless otherwise specified in the Charter Booking. Any such additional costs shall be invoiced by SES to the Charterer and shall be paid immediately by the Charterer and not later than 2 business days.
4. The Charter Price and all other charges provided for in the agreement are exclusive of value added tax which shall be paid in addition by the Charterer at the rate applicable at the tax point.
5. The Charterer shall pay SES the Charter Price in the currency stated and at the time specified in the Charter Booking and any other additional costs agreed between the Charterer and SES.
6. If any payment is not received from the Charterer by the date specified in the Charter Booking, SES may, without prejudice to any other rights or remedies it may have in respect of such default, cancel the Agreement with no further liability to the Charterer and SES will be entitled to cancellation charges from the Charterer in accordance with Clause 3.
7. Without prejudice to Clause 2c above, the Charter Price is also subject to increase due to any variations whatsoever to the Charter Booking requested by the Charterer and agreed by the Operator at any time after the Charter Booking has been signed. Any additional charges shall be invoiced by SES to the Charterer and shall be paid before the commencement of the flight by the Charterer.

3. CANCELLATION AND TERMINATION

1. 1. The Charterer may cancel the Agreement at any time prior to the STD by notice in writing to SES and its partner who provided the Agreement to the Charterer. Upon such cancellation, the Charterer will be obliged to make payment in full to SES of the cancellation charges set out below.
   2. Cancellation Terms: The below cancellation fees apply, which have been determined by the parties to the Agreement as pre-estimated damages for SES in case of cancellation by the Charterer:
      
      1. 5% of the flight price, with a minimum of EUR 500.00 if cancelled at least 21 days prior to departure
      2. 25% of the total charter price if cancelled less than 21 days but more than 14 days prior to departure
      3. 50% of the total charter price if cancelled less than 14 days but more than 7 days prior to departure
      4. 75% of the total charter price if cancelled less than 7 days but more than 2 days prior to departure
      5. 100% of the total charter price if cancelled less than 2 days prior to departure
      6. Flights identified as ‘One Way’ will be subject to a 100% cancellation fee from booking.
   3. SES may apply any monies already received from the Charterer in satisfaction of such cancellation charges.
   4. SES may terminate the Agreement immediately by notice in writing if: – The Charterer commits a breach of the Agreement, which is incapable of remedy or which, if capable of remedy, is not remedied within such reasonable time as SES shall require; or – if, in the opinion of SES, the Charterer is unable to pay its debts
   5. If the Charterer cancels one or more of the flights in the Flight Schedule, the Charterer shall pay SES in full for the flights not cancelled and cancellation fees for the flights cancelled on a pro rata basis in accordance with the pre-estimated damages mentioned in 3b above.

4. LIABILITY AND INDEMNITY

1. 1. 1. The Agreement does not constitute a contract for carriage. SES does not act as a common carrier, or operator or any other type of carrier in respect of any of its obligations under the Agreement. SES acts solely as broker for the Charterer and Operator for an aircraft charter booking and/or for the conclusion of a charterer agreement between Charterer and Operator. Acceptance or performance by SES of any of its obligations under the Agreement does not impute to it any liabilities of the Operator as carrier.
      2. The operation of the Flight Schedule will be subject to the Operator’s terms and conditions of carriage, a copy of which the Charterer may obtain on request from SES. The Charterer should be aware that, depending on the domicile of the Operator, amongst other things, the liability of the Operator to the Charterer may be limited in certain ways, including death and personal injury.
      3. Charterer shall ensure that all passengers shall hold the necessary travel documents (including but not limited to passports, visas, health, and other certificates) for departure from the country of origin, transit through any intermediate points and entry into the country of destination of the flight and shall indemnify SES against any losses or legal expenses suffered if any passenger fails to hold any necessary travel document.
      4. SES makes no representation or warranty with regards to the Operator and will not be liable in any way whatsoever for any loss, damage, injury, or expense suffered or incurred by the Charterer or any third party howsoever. The Charterer agrees and acknowledges that SES as broker cannot be held liable for death or personal injury or lost property of the Charterer or any passenger of the Charterer carried by the authority of the Charterer for any reason.
      5. The Charterer shall indemnify SES against all liabilities, claims and expenses (including legal costs and fees) in respect of any liability of SES to third parties (including but not limited to passengers) for any loss or damage whatsoever (including costs and expenses on a full indemnity basis) arising out of any act or omission of the Charterer its servants or brokers or any passenger carried by authority of the Charterer.

5. OPERATION OF THE FLIGHTS

1. 1. 1. As stated in Clause 4.2 above the Operator’s terms and conditions of carriage apply to the operation of the Flight Schedule pursuant to the Charter Contract. These conditions shall include the following provisions without prejudice to the application of the Operator’s other terms and conditions of carriage. In the event of any discrepancy between the Operator’s terms and conditions of carriage and the following provisions, the following provisions shall prevail.
      2. If the Aircraft, for any reason, whether before or after the commencement of the Flight Schedule, becomes incapable of undertaking or continuing all or part of the Flight Schedule, the Operator may at its absolute discretion substitute one or more aircraft of the same or similar type and the provisions of the Agreement shall apply to the substituted aircraft.
      3. If the performance of the Flight Schedule is prevented or delayed by the Charterer or anyone acting on its behalf including (but not limited to) any passenger arriving later than 30 minutes before the STD, the Operator may at its absolute discretion and without liability depart as scheduled or delay departure. Any additional expense attributable to such delayed departure shall be borne by the Charterer.
      4. In the event of non-performance of the Charter Contract or delay caused by actions of third parties, labor difficulties, force majeure, including but not limited to inclement weather or technical breakdown or accident to the Aircraft or any part thereof, or any machinery to be used in relation to the Aircraft, the Operator shall use all reasonable endeavors to perform or continue the Flight Schedule but otherwise shall have no liability to the Charterer whatsoever.
      5. In the event of non-performance of the Charter Contract or delay under clause 5 d above, the Charterer shall be liable to pay to SES plus any additional charges and expenses incurred.
      6. The Operator shall be entitled to depart from the Flight Schedule where necessary in its reasonable opinion and any additional expenses applicable to such departure shall be borne by the Charterer.
      7. If the Aircraft for any reason is diverted from any airport, aerodrome or destination shown in the initial Flight Schedule to another, the journey to the scheduled destination shall be deemed to be complete when the Aircraft arrives at such other destination.
      8. The captain of the Aircraft shall have absolute discretion:
         
         1. to refuse any passenger(s), baggage, cargo, or any part thereof.
         2. to decide what load may be carried on the Aircraft and how it shall be distributed.
         3. to decide whether and when a flight may be safely undertaken and where and when the Aircraft shall be landed.
      9. The Operator shall be entitled at its own discretion and without compensation to the Charterer to use any part of the carrying capacity of the Aircraft unused by the Charterer, except by means of the carriage of additional passengers, and to use any part of the Flight Schedule unused by the Charterer.
      10. The Charterer shall ensure that any goods to be transported are sufficiently and properly packed for carriage and shall supply adequate tie-down material and equipment considering all reasonable demands of the Operator and the captain and where necessary complying with all the laws imposed by Authorities regarding Dangerous Goods Regulations.

6. GENERAL PROVISIONS

1. 1. 1. No failure by either Party to exercise, nor any delay in exercising, any right or remedy under the Agreement shall operate as a waiver thereof or of any right or remedy hereunder, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof, or the exercise of any other right or remedy.
      2. Neither Party shall assign any of its rights or obligations under the Agreement in whole or in part without the prior written consent of the other Party, such consent not to be unreasonably withheld. Notwithstanding this provision, SES may freely assign its rights and obligations under the Charter Agreement to any of its affiliated companies.
      3. The Agreement shall be governed and construed in accordance with the law of the Republic of Cyprus with exception to its conflict rules and the Cyprus courts shall have exclusive jurisdiction to settle any claim or matter arising under the Agreement. SES retains the right to commence any legal action or proceeding arising out of or relating to the Agreement in any court or jurisdiction where the Charterer holds presence and/or operations and/or has its physical or tax residence or assets.
      4. Nothing in the Agreement, expressed or implied, is intended to confer upon any third party, other than the legal successors of the Parties and third parties to which the Agreement or certain rights under or in relation to the Agreement have been assigned as provided under the Agreement, any rights to require fulfillment of any obligation under the Agreement or any other right whatsoever under or by reason of the Agreement.

7. OTHER TERMS

1. 1. 1. The quotes provided by SES to Charterer are subject to availability at the date/time of booking.
      2. The price of each quote includes all flight charges as stipulated in our General Terms and Conditions (https://sesjets.com/terms-conditions/).
      3. These quotes are also subject to COVID-19 NOTAM/Restrictions, Pax Nationality, slots/PPR, overflight, landing permits, parking, purpose of flight, contact person requesting the flight, receiving party details.
      4. Passengers’ temperature might be measured by the Operator’s crew prior to embarkation. Prior to embarkation all passengers should be fever free otherwise the flight might not be performed.
      5. Special requests are invoiced additionally at cost. For example, airport VIP fees and De-Icing fees if required are not included in the price and will be charged additionally.
      6. All quotes represent a non-binding offer and are conditional upon the availability of the mentioned aircraft and the receipt of all necessary permissions.
      7. The Agreement between SES and the Charterer shall become legally binding when both SES and the Charterer duly sign, or otherwise accept, the Charter Booking.
      8. Passengers shall comply with the travelling restrictions connected to COVID-19 according to https://www.iatatravelcentre.com/world.php
      9. The Charterer acknowledges that he has obtained and/or had the opportunity to obtain independent legal advice and to freely negotiate the terms of the Agreement, which comprises of the specific terms set out in the Charter Booking and the General Terms and Conditions set out herein.
      10. In the event of any contradiction between the specific terms set out in the Charter Booking and the General Terms set out herein, the former shall prevail.

For more information you may contact SES:

1. • By email at enquiries@sesjets.com or accounts@sesjets.com
   • By phone at +357 25 355805 or +357 99 692188
   • By post at PO Box 53902, Limassol 3318, Cyprus

(uprated 01/09/2021)