FIS-FLY LIMITED
GENERAL TERMS AND CONDITIONS
1. Scope
1.1. These General Terms and Conditions of Carriage (“GTCC”) apply to all flights and other services for which a contract (“Services Agreement”) has been concluded with FIS-FLY Limited, a British carrier with Air Operator’s Certificate MT-17 (“FIS-FLY”).
1.2. FIS-FLY is the contracting carrier as defined in legislation governing carriage by air and the party to the contract with the Client (disregarding whether the contract has been concluded with the Client or by an agent on behalf of the Client). If FIS-FLY has the carriage to which the Client is entitled handled by other carrier, such other carrier is the actual carrier as defined in legislation governing carriage by air.
1.3. These GTCCs take precedence in the event of a conflict with any other terms and conditions in a Services Agreement or other FIS-FLY contract.
1.4. These GTCCs are available on the FIS-FLY website or another location as FIS-FLY may from time to time provide.
1.5. References in these GTCC to “Client” include references to the customer contracting party in any Services Agreement. References in these GTCC to “Passengers” are to passengers nominated or otherwise authorised by the Client to utilise the flight services provided under these GTCC.
2. Compliance with entry and exit requirements; required documents
2.1. Passengers are responsible for obtaining, and presenting at check‐in and at immigration, the necessary travel documents, visas and doctor's certificates, certificates of vaccination and the like which are required – for themselves and for any children or animals travelling with them – under the passport, visa and health regulations of the countries in question and/or by FIS-FLY. In particular, FIS-FLY would like to draw Client’s and Passengers’ attention to visa requirements for foreign nationals. Passengers shall not travel, and the Client shall not permit Passengers or accompanying animals to travel where to do so would pose a risk to their health and/or safety or to the health and/or safety of any third party (including FIS-FLY employees, customers, and service providers).
2.2. As a contractual carrier, FIS-FLY may, without liability for loss, injury, damage or delay, refuse carriage (i) if the entry or exit requirements for the country of departure or destination are not met, (ii) if the required documentation/certification is not presented, or (iii) if such carriage, in the sole judgment of FIS-FLY, is for any illegal purpose or would result in violation of any applicable law or sanctions (including any Passenger who is listed on a “no-fly” or similar list).
2.3. FIS-FLY takes no responsibility with regard to any Passenger’s compliance with any country’s entry or exit requirements (including visas and health status). Such compliance is the sole responsibility of the Passenger(s).
2.4. The Client shall indemnify FIS-FLY for any direct and indirect costs incurred by FIS-FLY arising from the Client and/or Passengers not complying, or being unable to comply, with any of the requirements in Sections 2 and 3 of these GTCC, such costs including but not limited to fines and cost of Passenger repatriation.
2.5.
2.5.1. FIS-FLY may, without liability for loss, injury, damage or delay, and at its sole discretion, refuse to carry Passengers on domestic flights where national laws prohibit such carriage, for example within the United States. As a result, any change to the list of Passengers must be notified immediately to FIS-FLY and will be subject to FIS-FLY’s prior approval. Stopovers within a given country (including the United States) may be authorized but the domestic transportation of Passengers within that country may be prohibited (and, in the case of the United States, is prohibited).
2.5.2. The Client must ensure that all Passengers booked to travel (as set out in the passenger manifest) on domestic segments (in particular within the United States) will do so on a continuous international journey on the same carrier.
3. Health, safety and security
3.1. FIS-FLY is entitled to change the route, flight schedule, seating capacity and maximum take‐off weight if these are required under certain operational circumstances not caused by FIS-FLY or actual carrier.
3.2. Captain´s Decision
The pilot in command shall at all times be entitled to take all necessary measures for health and safety reasons. The pilot in command has the authority to decide with regard to Passenger's seating as well as baggage loading, allocation/placement and unloading. The pilot in command decides whether or not and how the flight is operated and which Passengers and accompanying animals may not travel, for example, due to their behavior, to Passenger and/or Client failure to provide requested documentation and/or submit to reasonable pre-flight health checks (such as taking of body temperature by crew), or to their health, physical or mental condition.
Client and Passenger accept all such decisions of the pilot in command. Client and Passenger agree that when (in the reasonable view of FIS-FLY or the pilot in command) health, safety or security may be compromised, FIS-FLY or the pilot in command may decide to refuse to start or commence a flight, divert a flight, or take other action (including refusal to carry a Passenger, animal or luggage) necessitated by such health (for example, a Passenger appears to have symptoms of or have a communicable disease or condition or a Passenger refuses a screening for such disease or condition), safety and security considerations, without liability for loss, injury, damage or delay.
3.3. Carriage of expectant mothers
The following regulations apply for safety reasons and to avoid health risks to expectant mothers: FIS-FLY will carry expectant mothers up to 4 weeks before the expected date of delivery without certification that the Passenger is fit to travel; FIS-FLY is entitled to demand presentation of the woman’s antenatal medical record as proof that the pregnancy is not beyond the 35th week.
Expectant mothers will no longer be carried as from 4 weeks before the expected date of delivery. The foregoing regulations also apply to the date of any planned return flight.
3.4. Carriage of infants, children and adolescents
Owing to the risk of potential health damage, FIS-FLY recommends that newborn babies up to the age of 7 days should not fly. Infants travel on the lap of their parent, guardian or accompanying Passenger during take‐off and landing.
3.5. Carriage of animals
Owing to safety reasons and because of the limited space available, Passengers are entitled to demand the transport of animals (including domestic animals and pets) only if FIS-FLY has been notified at the time of booking and has confirmed carriage of the animal. The client is responsible for ensuring that the animal complies with the requirements in the country of destination and that the animal is medically fit to travel.
3.6. Carriage of baggage
(a) Excess and general baggage
Passenger baggage weight is limited for flight safety reasons and varies according to aircraft type. Items determined by the crew to be of excessive weight or size will not be permitted on the aircraft. Flights are being calculated with the EASA Air Regulations standard weight tables by Passenger and by type of aircraft. If Passenger baggage exceeds these limits Passenger must notify FIS-FLY prior to the flight. Unless otherwise explicitly stated, Passengers are obliged to notify FIS-FLY of all excess and general baggage, stating the dimensions and weight of the items such as but not limited to sports equipment, pushchair/buggy, and child’s car seat.
The carriage of excess and general baggage shall be decided on the basis of the available hold capacity and security regulations for each flight at the sole discretion of the pilot in command. Accordingly, FIS-FLY reserves the right to accept only a limited quantity or refuse the carriage of excess or general baggage entirely.
(b) Generally prohibited baggage
For safety reasons, the following materials and items shall not be placed in either hold or checked baggage and will not be carried:
(1) Briefcases or security‐type attaché cases with installed alarm devices, or incorporative lithium batteries and/or pyrotechnic material;
(2) Explosive devices, including detonators, fuses, grenades, mines and explosives;
(3) Explosive materials, fireworks or signal rockets;
(4) Gases: flammable, non‐flammable, deeply refrigerated and poisonous, such as camping gas or aerosols, propane and butane;
(5) Flammable fluids such as bleaches, peroxides, petrol and methanol;
(6) Flammable solids and reactive substances, including magnesium, firelighters, fireworks, flares;
(7) Cigarette lighters;
(8) Oxidizers and organic peroxides (including bleach), car body repair kits;
(9) Toxic or infectious substances, including bacteria, viruses, poisons, infected blood and pathogens; (10) Radioactive material, including medicinal or commercial isotopes;
(11) Corrosives (such as mercury), which may be contained in thermometers, acids, alkalis and wet‐cell batteries filled with battery fluid, corrosives and vehicle batteries;
(12) Fuel‐containing components of vehicle fuel systems;
(13) Magnetized materials and all hazardous items as listed in the IATA Dangerous Goods Regulations;
(14) Lithium-ion battery-powered devices that exceed 160 watt hours;
(15) Personal electronic devices (PED) using lithium batteries that are damaged or known to be defective (please consult http://wemakeitsafer.com/Computers-Laptop-Batteries-Recalls to check battery safety of your PED);
(16) Any object or substance whose possession and/or carriage by air is prohibited under applicable law.
The provisions in (1) to (15) above do not apply to medicines and medical appliances, toiletries, smoking utensils (except petrol cigarette lighters) or alcoholic drinks, provided that such items are carried only in small quantities for personal use. For the avoidance of doubt, (16) above applies to such items.
(c) Prohibited items in checked baggage
Checked baggage must not contain fragile or perishable items, items of value including money, jewellery, precious metals, jewels, computers (including laptop computers), cameras, mobile phones, electronic cigarettes, vaping equipment or other electronic equipment, securities, stocks and bonds, as well as other valuables or business documents, samples, identification documents, house or car keys, medicines and/or medical aids and appliances (such as hearing aids, dental braces and glasses) required by the Passenger and/or spare lithium batteries, lithium-ion battery-powered personal transportation devices (including Segways and hoverboards) and lithium. FIS-FLY may refuse to carry these items in checked baggage and is liable only for damage/loss that is wilfully caused or caused by gross negligence.
FIS-FLY shall be entitled to refuse the carriage of any baggage which is so inadequately packed that damage has to be expected despite the exercise of customary care.
(d) Prohibited items in hand baggage
(1) Guns, firearms and weapons
Any object capable, or appearing capable, of discharging a projectile or causing injury, including:
- all firearms (pistols, revolvers, rifles, shotguns etc);
- replica and imitation firearms;
- component parts of firearms (excluding telescopic sighting devices and sights);
- air pistols, rifles and pellet guns;
- signal flare pistols; starter pistols; toy guns of all types; BB guns;
- industrial bolt and nail guns; crossbows; catapults;
- harpoon and spear guns; humane killers for livestock;
- stun or shocking devices such as cattle prods, ballistic conducted energy weapons (taser);
- lighters shaped like a firearm.
(2) Pointed/edged weapons and sharp objects
Pointed or bladed articles capable of causing injury, including:
- axes and hatchets; arrows and darts; crampons; harpoons and spears;
- ice axes and ice picks; ice skates; lockable or flick knives with blades of any length; knives with blades of more than 6 cm, made of metal or any other material strong enough to be used as a potential weapon;
- meat cleavers; machetes;
- open razors and blades (excluding safety or disposable razors with blades enclosed in cartridge); sabres, swords and swordsticks; scalpels; scissors;
- ski and walking/hiking poles;
- throwing stars;
- tradesman’s tools that have the potential to be used as a pointed or edged weapon e.g. drills and drill bits, carpet knives and box cutters, utility knives, all saws, screwdrivers, crowbars, pliers, wrenches/spanners and blow torches.
(3) Blunt instruments
Any blunt instrument capable of causing injury, including:
- baseball and softball bats;
- clubs or batons – rigid or flexible – e.g. Billy clubs, blackjacks, nightsticks and batons;
- cricket bats; golf clubs; hockey sticks; lacrosse sticks;
- kayak and canoe paddles; skateboards; billiard, snooker and pool cues; fishing rods;
- martial‐arts equipment e.g. knuckle dusters, clubs, coshes, rice flails, nunchucks, kubotans and kubasaunts.
4) Explosives and flammable substances
All explosives and/or highly inflammatory substances which constitute a health hazard for Passengers or crew or a risk for the technical and general safety of the aircraft and the property of the actual carrier and/or third parties, including:
- ammunition; blasting caps; detonators and fuses; explosives and explosive devices;
- replica or imitation of explosive material or devices; mines and other explosive military stores; grenades of all types; gas and gas containers e.g. butane, propane, acetylene and oxygen;
- fireworks, flares in any form and other pyrotechnics (including party poppers and toy cap guns); - non‐safety matches;
- smoke‐generating canisters or cartridges;
- flammable liquid fuel (e.g. petrol/gasoline, diesel, lighter fluid, alcohol, ethanol); aerosol spray paint; turpentine and paint thinner;
- alcoholic beverages exceeding 70 % by volume.
(5) Chemical and toxic substances
Any chemical or toxic substances which pose a risk to the health of Passengers and crew or the security/safety of aircraft or property, including:
- acids and alkalis (e.g. spillable ‘wet’ batteries);
- corrosive or bleaching substances (e.g. mercury and chlorine);
- disabling or incapacitating sprays (e.g. mace, pepper spray and tear gas);
- radioactive material (e.g. medicinal or commercial isotopes); poisons;
- infectious or biological hazardous material (e.g. infected blood, bacteria and viruses and any items carrying or containing the same);
- a material capable of spontaneous ignition or combustion;
- fire extinguishers.
(6) Restriction on liquids in hand baggage (EU Regulation 1546/2006)
European Union regulations on Security in Civil Aviation restrict the amount of liquids that Passengers are permitted to take on board in their hand baggage.
It must be ensured that these liquids are in individual containers with a capacity of no more than 100 ml, or the equivalent amount given in a different unit of measurement (based on maximum contents as printed on the container). All of these individual containers must be packed in a transparent, re‐sealable plastic bag with a capacity of no more than one (1) litre. The plastic bag must be easily and fully sealable. Passengers are not permitted to seal a normal (non‐sealable) plastic bag using additional means.
Only one (1) plastic bag is allowed per person.
Liquids include: gels, pastes, lotions, liquid/solid mixtures, such as toothpaste, hair gels, beverages, soups, syrups, perfume and other items of similar consistency, as well as the contents of pressurized containers such as aerosols, shaving cream and hair spray.
Exemptions may be granted if the liquid is:
- to be used during the trip and is either required for medical purposes or a General dietary requirement, including baby food. When requested to do the Passenger shall provide proof of authenticity of the exempted liquid; or
- obtained airside beyond the point where boarding passes are controlled from outlets that are subject to approved security procedures as part of the airport security programme, on condition that the liquid is packed in a bag that is both tamper-evident and displays satisfactory proof of purchase at the airport on that day; or
- obtained in the security-restricted area from outlets that are subject to approved security procedures as part of the airport security programme; or
- obtained at another Community airport, on condition that the liquid is packed in a bag that is both tamper-evident and displays satisfactory proof of purchase at airside at that airport on that day; or
- obtained on board an aircraft of a Community air carrier, on condition that the liquid is packed in a bag that is both tamper-evident and displays satisfactory proof of purchase on board that aircraft on that day.
The above regulations shall apply to all flights departing from airports in the European Union (including connecting flights) irrespective of their destination or the country in which the carrier is based. Passengers entering the EU from an airport outside the EU must undergo another security screening before boarding their connecting flight.
Various non‐EU states have passed identical or similar regulations.
(e) Carriage of sporting weapons
Passengers must inform FIS-FLY as early as possible in writing prior to the flight if they intend to include sporting weapons and/or associated ammunition in the baggage.
Sporting weapons must be unloaded and stored in gun cases or bags.
Ammunition must be packed separately in a bag or case and its total weight must not exceed 5kg.
Allowances for more than one person must not be combined into one or more packages.
Sporting weapons and any associated ammunition must be the personal property of the Passenger and must be properly licensed by the Passenger’s country of residence and have the required European weapon passport, where applicable.
The Passenger shall provide such documentation as required by FIS-FLY that evidences compliance with the above paragraph. FIS-FLY may require that the Passenger provide additional documentation for the transport of sporting weapons and ammunition (for example, where the destination country of the Passenger requires such additional documentation to be furnished); FIS-FLY will communicate to the Passenger any such requirement for additional documentation following the receipt by FIS-FLY of the Passenger’s initial notification of intention to carry a sporting weapon and/or associated ammunition.
Failure by the Passenger to comply with any of the above points in this sub-Section 3.6(e) may result in FIS-FLY refusing to carry the Passenger’s sporting weapons and/or any association ammunition.
(f) Carriage of lithium batteries
All spare lithium batteries, power banks and portable electronic devices (e.g. e-cigarettes, personal vaporizers) must be in carry-on hand baggage and must be individually protected so as to prevent short circuits (e.g., by placement in original retail packaging, by otherwise insulating terminals by taping over exposed terminals, or placing each battery in a separate plastic bag or protective pouch). Spare lithium batteries must not come in contact with metal objects, such as coins, keys, or jewellery and take steps to prevent crushing, puncturing, or pressure on the battery.
Lithium batteries with capacity exceeding 160 Wh are not permitted.
3.7. Electronic equipment
For safety reasons, the use of all PEDs is strictly prohibited during take‐off and landing. The use of mobile phones is not permitted throughout the entire flight. The use of other electronic devices is permitted only with the consent of the pilot in command.
PEDs placed in checked baggage have to be completely switched off and effectively protected from accidental activation. To ensure the device is never powered on during its transport, any applications, alarms or pre-set configurations that may activate the device have to be disabled or deactivated.
PEDs placed in checked baggage have to be protected from damage by applying suitable packaging or casing or by being placed in a rigid bag protected by adequate cushioning (e.g., clothing). PEDs shall not be carried in the same baggage together with flammable material (e.g. perfumes, aerosols, etc.);.
3.8. Smoking
Smoking may be prohibited on some FIS-FLY flights depending on the individual aircraft. Additional Costs for cabin cleaning will be charged to the Client.
3.9 Conduct
Passenger shall at all times utilize the aircraft and provided amenities in good faith. Except for personal use items reasonably and proportionally utilized, Passenger may not remove items from the aircraft without FIS-FLY’s prior written permission. Breach of this provision may incur, without limitation, replacement fees and a restocking charge payable by the Client.
4. Force Majeure
4.1. A “Force Majeure Event” is war, warlike events, infringements of a country’s neutrality, insurrection, civil war, civil unrest, riots, sabotage, strikes, blockades, lockouts, quarantine (whether declared by a national authority or by an international organisation such as the United Nations) resulting in the suspension of all passenger air traffic, hijacking, terrorist actions, requisition, confiscation, expropriation, seizure, adverse weather conditions, natural disasters (such as volcanic eruptions and floods), technical reasons, detention or similar measures, accidents with aircraft, or other events over which FIS-FLY has no control. FIS-FLY reserves the right at any time during the carriage to suspend or redirect the flight in question and/or provide the
Passenger with another similar aircraft or cancel the flight at its sole discretion without further liability to the Client in the event that the carriage cannot be completed in accordance with Client’s requirements due to a Force Majeure Event. This definition of Force Majeure Event incorporates Sections 4.2 and 4.3 (as applicable) as well as Sections 4.4 and 4.5.
4.2. Where FIS-FLY (or an affiliate thereof) arranges flight services pursuant to a Services Agreement for the provision of one-off flight services (including, without limitation, FIS-FLY On Demand or Direct), the above definition of “Force Majeure Event” shall be modified to incorporate this Section 4.2.
In the Event a Force Majeure Event occurs prior to the commencement of the carriage and no suitable solution can be found in the sole discretion of FIS-FLY, FIS-FLY reserves the right to cancel the contract of carriage without liability to the Client. In this case, FIS-FLY shall credit the Client with an amount corresponding to the flight in question minus all expenses already incurred. Where FIS-FLY cancels the contract of carriage having commenced but not completed the carriage due to the Force Majeure Event, the Client shall only be charged on a pro-rata basis for the portion of the carriage performed and any balance shall be refunded to the Client.
4.3. Where FIS-FLY (or an affiliate thereof) provides services pursuant to a Services Agreement with an extended contractual term, the above definition of “Force Majeure Event” shall be modified to incorporate this Section 4.3, which distinguishes between long-term contractual obligations and individual flights.
FIS-FLY (or an affiliate thereof) shall not be deemed unable to fulfil its contractual obligations under the Services Agreement due to a Force Majeure Event unless such Force Majeure Event renders FIS-FLY unable to arrange lawfully flight services to, from, and/or within two-thirds of the jurisdictions that fall within the Services Agreement’s service area for the contractually prescribed Force Majeure period (or if no such period, then ninety (90) days).
In the event that a Force Majeure Event occurs prior to the commencement of a scheduled flight or series of flights and no suitable solution can be found in the reasonable opinion of FIS-FLY, FIS-FLY reserves the right to cancel that flight without liability to the Client. Where FIS-FLY cancels the contract of carriage having commenced, but not completed, a flight carriage due to the Force Majeure Event, the Client shall only be charged on a pro-rata basis for the flight legs performed.
4.4. Unless stated otherwise in mandatory (indispensable) legislation, FIS-FLY shall not be responsible for any damage or direct and indirect loss as a result of or arising, directly or indirectly, in connection with a Force Majeure Event.
4.5. FIS-FLY shall not be liable for any damage or direct and indirect loss of any nature whatsoever to the Client arising from any delay arising as a result of a Force Majeure Event.
5. General liability provisions
(a) The liability of FIS-FLY and/or the actual carrier shall in no case exceed the level of the proven damage. FIS-FLY and/or the actual carrier shall be liable for indirect and/or consequential damage only if the damage is attributable to gross negligence or intent on the part of FIS-FLY and/or the actual carrier. The foregoing exclusion of liability shall not apply to indirect and/or consequential damage resulting from injury to life, body or health of a person owing to infringement of an obligation caused by negligence on the part of FIS-FLY and/or the actual carrier.
(b) If the damage is attributable to contributory negligence on the part of the damaged party, the standards of the applicable law relating to exclusion or reduction of compensation obligations in cases of contributory negligence by the damaged party shall apply. The above provision shall apply accordingly if the damaged party fails to satisfy his/her obligation to keep the damage to a minimum.
(c) FIS-FLY and/or the actual carrier shall not be liable for damage caused in fulfilment of government regulations or because the Passenger fails to satisfy his/her obligations pursuant to these regulations.
(d) FIS-FLY and/or the actual carrier shall be liable for errors or omissions in flight schedules or other publications of flight times, for information supplied by agents, employees or authorised representatives of FIS-FLY and/or the actual carrier relating to dates, departure and arrival times or flight handling, only in cases of intent or gross negligence.
(e) The exclusion and restriction of liability on the part of FIS-FLY and/or the actual carrier shall also apply accordingly in favour of agents, employees or representatives of FIS-FLY. The total sum to be paid in compensation by FIS-FLY and/or the actual carrier and/or the aforesaid persons shall not exceed the maximum statutory and contractual liability sums which apply to FIS-FLY and/or the actual carrier.
6. Privacy and data protection
(a) During the course of its relationship with the Client, FIS-FLY (including FIS-FLY’s officers, employees, contractors, subcontracts, agents and actual carriers) shall act as data controller in the collection and processing of Personal Data (‘Personal Data’ shall have the meaning assigned to it in FIS-FLY’s Privacy Policy published at https://www.FIS-FLY.com/en/privacy-policy/) about the Client and/or Passengers. The protection of the Client’s and Passengers’ Personal Data is very important to FIS-FLY. FIS-FLY hereby commits that the Client’s and Passengers’ Personal Data will be held and processed by it in compliance with applicable data protection laws and regulations, these GTCC, and the FIS-FLY Privacy Policy published at https://www.FIS-FLY.com/en/privacy-policy/ which is incorporated herein by reference. The Client hereby accepts that the Client’s and Passengers’ Personal Data be held and processed by FIS-FLY in compliance with applicable data protection laws and regulations, these GTCC, and the aforementioned FIS-FLY Privacy Policy.
(b) Without prejudice to the aforementioned what is stated in the FIS-FLY Privacy Policy, FIS-FLY and/or the actual carrier are explicitly entitled to transmit Personal Data obtained from official photo identification documents and other Personal Data processed or used in connection with the carriage to public authorities and border control agencies, provided that the authority’s or agency’s request for disclosure is based on mandatory legal regulations and is necessary for performance of the contract of carriage. Moreover, the actual carrier is also explicitly authorised by Client to process, capture, save, modify, block, delete, disclose, transmit and use Personal Data of Client and Passengers within the scope of performance of the contract and in accordance with applicable data protection regulations for the purpose of delivery by the actual carrier of flight services and performance by the actual carrier of its obligations under the contract, and actual carrier is further explicitly authorised to transmit the said Personal Data to its own offices, authorised representatives and to the parties who provide services on its behalf, including to aircrew (pilots and cabin crew) charged with the delivery of flight services to the Client.
7. Passenger emergency contact details
8.1. Every Passenger has the right to provide FIS-FLY with the name and contact details of a person who FIS-FLY is to contact in the event of an emergency relating to the Passenger. FIS-FLY shall use such information only in the event of such an emergency. FIS-FLY undertakes that none of the details provided by a Passenger under this Section 8 will be passed on to third parties or used for commercial purposes.
8.2. Where the contract to which these GTCC apply is concluded with a person or company other than a Passenger, that person or company shall (i) facilitate the exercise by Passengers of their right set out in Section 8.1; and (ii) provide FIS-FLY with all assistance requested by FIS-FLY to allow Passengers to exercise (and FIS-FLY to give effect) to that right.
8. Amendments
9.1. FIS-FLY reserves the right to amend these GTCC at any time with effect for the future without obligation to notify the Client. The GTCC as amended from time to time are published on the website as from the date on which they come into force. By continuing to use FIS-FLY services after amendment of the GTCC, the Client declares his consent to the amendments. For the avoidance of doubt, and pursuant to Section 1.3 above, this Section applies notwithstanding any provision to the contrary in any Services Agreement.
9.2. No agency, employee or any other third party is entitled to make any amendments and/or addenda to these GTCC or to waive their applicability.
9.3. These GTCC (and any documents, terms or agreements referred to therein) contain the entire provisions of the contract between the Client and FIS-FLY and supersede all previous agreements, regardless of whether such agreements were made verbally, by electronic means or in writing.
9. Severability clause
Should any individual provision be or become invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a provision which comes as close as possible to the economic purpose of the invalid provision.
10. Prohibited conduct, business practices and sanctions
11.1. The Client hereby represents, warrants, undertakes and acknowledges that: (1) to the extent that any laws, statutes, regulations, and codes relating to anti-bribery, anti-corruption, anti-money laundering, terrorist financing, and unfair and prohibited business practices apply to any aspect of the relationship between FIS-FLY and the Client, the Client shall at all times comply with the Laws and will remain in compliance with the Laws; (2) any funds or monies paid to FIS-FLY by the Client shall not have been derived as proceeds of money laundering, terrorist financing and/or of any other illegal or criminal act or activity; (3) the Client and all Passengers are not a Designated Party (a “Designated Party” means any person or entity that is designated in published lists issued by the U.S. government or the United Nations or the European Union as a Specially Designated National or a Designated Person, a terrorist, a foreign terrorist organization, an organization that assists or provides support to a foreign terrorist organization, a proliferator of weapons of mass destruction, a narcotics trafficker or any other similar designation that would prohibit FIS-FLY from engaging in a transaction with that individual or entity under applicable law), or the subject or target of any economic or trade sanction law or regulation or travel ban; (4) no employee or director or owner or shareholder or parent company or affiliate or subsidiary of the Client, and no Passenger is a Designated Party, or the subject or target of any economic or trade sanction law or regulation or travel ban; (5) in the event that the Client or any employee or director or owner or shareholder or parent company or affiliate or subsidiary of the Client, or any Passenger, becomes a Designated Party or the subject or target of any economic or trade sanction law or regulation or travel ban, then Client shall disclose such an event to FIS-FLY immediately; (6) baggage and cargo of the Client and that of all Passengers shall not violate any applicable export control laws. Without prejudice to the generality of the foregoing, and specifically with respect to flights to Iran, the Client and all Passengers shall not take onto the aircraft or include in any baggage or cargo any: (i) arms or related materiel, including defence articles, defence services, or technical data that are controlled on the United States Munitions List (USML) established under section 38 of the Arms Export Control Act (22 U.S.C. § 2778), (ii) any item that is or would be, if located in the United States controlled by ECCNs OA-E521 or 600 series ECCNs, (iii) items used to facilitate the development or production of a chemical or biological weapon or other weapon of mass destruction and their means of delivery, including ballistic missiles, or (iv) items that would require separate authorization from the Office of Foreign Assets Control of the US Department of the Treasury under the Iranian Transactions and Sanctions Regulations (31 C.P.R. part 560) or from any other U.S. Government agency; (7) the Client and the Passengers shall comply with any and all applicable economic and trade sanction laws and regulations which are applicable to them, including without limitation the economic and trade sanction laws and regulations enacted by the United States, the United Nations, and the European Union; (8) any and all information and documentation provided by the Client to FIS-FLY during FIS-FLY’s due diligence process are accurate and complete; (9) FIS-FLY may be legally bound to file reports to any competent authority concerning any breach by Client, or by any Passenger, of any applicable economic or trade sanction laws or regulations or Laws; (10) FIS-FLY may be required by applicable economic or trade sanction laws or regulations or Laws to block or freeze funds received from Client and which are within FIS-FLY’s possession or control. Such blocking or freezing of funds by FIS-FLY shall be affected without any liability to Client. FIS-FLY may furthermore and without liability to the Client or to any person named in (4) above, deal with and remit such funds in such manner as prescribed by the applicable economic or trade sanction laws or regulations or Laws and/or as prescribed to FIS-FLY by the relevant authorities. (11) the Client and the Passengers will not engage in or facilitate any activity that could lead FIS-FLY to breach any Laws, economic or trade sanction law or regulation or travel ban; (12) without prejudice to the foregoing, FIS-FLY may, without liability to Client or to any other person, refuse carriage to any person or refuse to operate any flight if, in the sole and absolute judgement of FIS-FLY, such carriage or the operation of such flight would result in violation (in any jurisdiction) of any enforcement order, warrant, law or regulation or economic or trade sanction law or travel ban; (13) without prejudice to the foregoing, FIS-FLY may, without liability to Client or to any other person, refuse carriage to any person if, in the sole and absolute judgement of FIS-FLY, such person has been convicted or adjudicated of a criminal offence in any jurisdiction: (i) related to drug possession or trafficking, human rights violations, terrorism, or to fraud, theft, bribery, corruption, money laundering, terrorist financing or other financial impropriety; and/or (ii) which, in the sole and absolute judgment of FIS-FLY, may bring FIS-FLY into disrepute; and/or (iii) which, in FIS-FLY’s reasonable opinion, is prejudicial to FIS-FLY’s interests.
11.2. Client hereby consents and gives permission to FIS-FLY to carry out due diligence or other screening activities (including background checks) on Client and Passengers. Moreover and without prejudice to the foregoing, Client shall promptly provide to FIS-FLY any and all information and documentation reasonably requested by FIS-FLY at any time in order for FIS-FLY to be able to perform its due diligence, screening, and assessment processes and procedures to ensure that no Passenger intended to be carried and no flight intended to be operated under the provisions of these GTCC violates any provision of these GTCC or any law or regulation or economic or trade sanction law or travel ban; and, if so required by FIS-FLY at any time the Client shall certify to FIS-FLY in writing compliance with this contractual provision, and shall promptly provide such supporting evidence of compliance as FIS-FLY may reasonably request.
11.3. Client and/or any Passenger shall not engage in any inappropriate conduct against any employee, agent, representative or contractor of FIS-FLY and/or the actual air carrier, which may include, but is no way limited to, harassment (verbal or physical), threats, discrimination or acts of violence.
11.4. FIS-FLY may (without prejudice to all its other rights under the Services Agreement, under the GTCC, and at law) terminate the Services Agreement by means of written notice to the Client, with immediate effect, without need of judicial recourse, and without liability for compensation or damages (whether direct and/or indirect) of any type or nature in favour of the Client, in the event that: i. the Client breaches any representation, warranty, prohibition, undertaking or acknowledgment set forth in this Section 12 and fails to remedy (if such a breach is remediable in the sole discretion of FIS-FLY) that breach within 10 days of Client being notified in writing of the breach; or, ii. the Client and/or any of its directors and/or employees and/or owners and/or shareholders and/or parent companies and/or affiliates and/or subsidiaries becomes a Designated Party or the subject or target of any economic or trade sanction law or regulation or travel ban; or, iii. the Client and/or any Passenger has been convicted of a criminal offence related to human rights violations, terrorism, or to fraud, theft, bribery, corruption, money laundering, terrorist financing or other financial impropriety.
Furthermore, Client assumes all liability and shall indemnify, reimburse, and hold free and harmless FIS-FLY, its officers, directors, shareholders, employees, agents, and subcontractors (each an “Indemnitee”), from and against any and all claims, demands, suits, judgments, losses, fines, penalties, damages, costs, liabilities and causes of action, including costs and expenses incidental thereto, incurred or suffered by any Indemnitee by reason of or in connection with a breach or deemed breach by Client of any representation, warranty, undertaking or acknowledgement set forth in Section 12 above. This indemnity (i) (for the avoidance of doubt) is not limited by any provision in the Services Agreement and (ii) will survive the termination or expiration of the flight and/or Services Agreement.
11. Confidential information
FIS-FLY acknowledges that, as a result of FIS-FLY delivering flight services to the Client, FIS-FLY and its employees may learn confidential and proprietary information relating to the Client and/or Passengers (“Confidential Information”). FIS-FLY undertakes not to, and shall procure that its employees shall not, disclose such Confidential Information to any third party save:
(i) as required to deliver those flight services and any ancillary services requested by the Client and/or Passengers;
(ii) where such Confidential Information is in or enters the public domain, other than as a result of a breach by FIS-FLY of its obligations hereunder;
(iii) pursuant to a legal or regulatory requirement to disclose, deliver, communicate, or otherwise make available the Confidential Information to a third party;
(iv) to the auditors and/or legal advisors and/or other professional advisors and/or bankers and/or any potential or actual investors or partners of FIS-FLY;
(v) to an affiliate or subsidiary or strategic partner of FIS-FLY (including to the officers, directors, employees, agents and advisors of the subsidiary, affiliate or strategic partner); or
(vi) to protect FIS-FLY’s rights, property and safety and the rights, property and safety of the Client and/or Passengers, or others;
Provided however, that, Confidential Information shall not include Personal Data of the Client and of Passengers. Personal Data of the Client and of Passengers shall be held and processed by FIS-FLY in accordance with Section 7 above.