1.1 These Ad Hoc Charter Terms and Conditions (“Charter Conditions”) apply to all aviation and general services performed or procured by Churchill Aviation Ltd (Company No. 7282062) (Churchill Aviation, “we”, “us”) for its Charterers (Charterer, “you”, “your”) (each a “Party” or “Parties” to this Agreement). These Charter Conditions, together with the Schedule, form the binding agreement between us (“Charter Agreement”).

1.2 This Agreement shall be deemed effective upon the Charterer signing the Charter Agreement and confirmation that Charter Price has been paid. These Charter Conditions form an integral part of the Charter Agreement and are fully binding upon all parties to the Charter Agreement. Charterer is advised to read all of the provisions of the Schedule and these Charter Conditions carefully.

2 DEFINITIONS
“Agreement” means these Charter Conditions and the Schedule as may be amended from time to time.
“Aircraft” means an aircraft of the type described in the Schedule operated in connection with a Flight.
“Base Date” means the base date stated in the Schedule used for the calculation of the applicable fuel and exchange rates.

“Charter Price” means the amount set out in the Schedule payable to Churchill Aviation for the Flight(s) setting out the prices and taxes payable and any additional terms and conditions. Additional charges might apply for changes to any Flights or for the provision of additional services not specified in the Schedule, as described in these Charter Conditions.

“Dispute Notice” means a notice which either Party must provide containing full detailed particulars of a dispute in the event that such dispute arises.

“Flight(s)” means a flight or flights described in the Schedule arranged by Churchill Aviation with the Operator on behalf of Charterer.

“Force Majeure Event” means any event beyond Churchill Aviation’s reasonable control including (but not limited to) power failure, industrial dispute or action, civil unrest, fire, flood, earthquakes, extreme weather conditions, acts of God, terrorism, acts of war, explosions, revolutions, hijacking, insurrection, riots, national or local emergency resulting in airfield or airspace closures, act of any government or national authority, lock-out, strike, embargoes,epidemic, pandemic, quarantine, requisition of an aircraftor cargo, acts or omissions of third parties, labour disputes, sanctions, seizure, service bulletins, airworthiness directives, the refusal or error in or revocation of any authorisations or permits required for the flight, acts or omission of the Operator, the Operator’s reliance on force majeure in accordance with the operator’s terms and conditions, or accidents to or technical failure of the aircraft or any part of it.

“Operator(s)” means the aircraft operator responsible for operating the Flight.

“Services” means all aviation and general services performed or procured by Churchill Aviation for the purposes of this Agreement.

“Schedule” means the signed schedule containing details of the itinerary booked by the Charterer and confirmed by Churchill Aviation including aircraft type, , departure and arrival airports, flight dates/times, number/types of permitted passengers and permitted luggage or cargo.

3 BOOKING CONDITIONS

3.1 You hereby appoint and authorise us as your agent to make arrangements for the Services on your behalf, including entering into agreements on your behalf, and we accept such appointment on the Terms of this Agreement.

3.2 Churchill Aviation is a booking agent only and is not an airline or aircraft operator. We will therefore never be in operational control of any aircraft. Churchill Aviation will use reasonable endeavours to procure Operators to perform the Services on your behalf. You hereby instruct us to enter into such agreements with an Operator or Operators as reasonably required to provide the Services. Churchill Aviation shall use reasonable endeavours to select an operator that is legally able to perform the Services. Churchill Aviation shall not be obliged to contract with operators other than substantially on their standard operator terms. Churchill Aviation has no responsibility or liability in connection with the performance, non-performance, acts or omissions of the Operator (or any other third party), including any change to or cancellation of the flights, arising from any act or omission by the Operator or by you (or any other passengers).

4 CHARTER PRICE AND PAYMENT TERMS

4.1 The Charter Price is inclusive of applicable taxes, fees and charges and is based on aviation fuel costs calculated on the Base Date. If there is an increase in the cost of aviation fuel between the Base Date and the date of operation of any Flight, then the Charterer shall pay to Churchill Aviation on demand such amount as the Operator may require to offset the increase.

4.2 The Charter Price specified in the Schedule is based on costs and currency exchange rates prevailing as at the date of execution of this Agreement. We reserve the right to charge to Charterer all additional costs incurred by reason of any adverse change in costs or currency exchange rates after the date of signature of the Charter Agreement.

4.3 The Charter Price is payable on the date that the Schedule is signed via the link provided to you. Churchill Aviation shall not be required to formally reserve or charter any aircraft or arrange any flights until the Charter Price has been paid in full by the Charterer. All payments must be received in cleared funds in the currency set out in the Schedule .

4.4 The Charterer shall not be entitled to withhold or set off payment of any sums payable to Churchill Aviation under this Charter Agreement or any other arrangements between the Parties. If the Charterer is required by operation of any law to withhold any part of any sum payable by it to Churchill Aviation 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, Churchill Aviation shall receive from the Charterer the full amount of such sum.

4.5 If for any reason payment of the Charter Price or any instalment thereof shall not be made on the due date then, without prejudice to any other rights or remedies available to Churchill Aviation, the Charterer shall pay to Churchill Aviation interest on the amount unpaid at the rate of 4% per annum above the base rate for the time being of Barclays Bank plc accruing on a daily basis from the due date until the date of payment, compounded monthly.

4.6 If Churchill Aviation receives any refund from the Operator in respect of any varied, cancelled or unperformed Flight(s), Churchill Aviation shall (subject to the provisions of this clause and provided always that the Charterer shall have duly fulfilled its obligations under this Agreement), repay such refund to the Charterer less any costs, losses, administrative fees or banking charges incurred by Churchill Aviation that may be applicable.

4.7 Additional fees and charges may be applied by Churchill Aviation or the Operator, including (but not limited to) surcharges for transaction charges, changes to the Flight Schedule or information provided by you, aircraft de-icing, positioning or de-positioning flights, fuel surcharges and insurance costs, additional crew requirements, third party and regulatory charges, catering and in-flight services, WiFi, satellite telephone, airport or security charges or taxes.

4.8 Churchill Aviation will render a valid tax invoice on request for all payments due under this Agreement.

4.9 Unless expressly stated otherwise, all amounts payable under this Agreement are exempt from or inclusive of VAT. The recipient of any supply to which VAT is applied shall be entitled to receipt of a valid VAT invoice.

4.10 Churchill Aviation shall be entitled to set off or withhold any amount owed to Charterer under this Agreement against any current or future amount payable by the Charterer to Churchill Aviation.

5 OPERATION, AIRCRAFT AND FLIGHT SCHEDULE

5.1 All Services are subject to the Operator’s conditions of carriage and are conditional upon availability of aircraft, airport slots, any necessary permits or other requirements, or weather or operating conditions at the time of travel. Charterer understands and agrees that Churchill Aviation will generate income on the difference between amounts charged to it by the Operator and the Charter Price. Charterer agrees that it shall not be entitled to disclosure of such differential. Charterer shall be entitled to see any Operator agreement or conditions of carriage upon request. Churchill Aviation shall be entitled to redact the financial terms of such Operator agreements prior to disclosure to Charterer.

5.2 The Operator shall be responsible for providing the Aircraft at the commencement of the Flight properly manned and equipped, fuelled and airworthy in accordance with the laws and regulations of the state of registration of the Aircraft. The Aircraft shall be operated in accordance with all applicable laws and regulations during the Flight(s).

5.3 All Flights performed under this Charter Agreement shall be subject to the conditions of carriage contained or referred to in the Operator agreement including its general conditions of carriage.

5.4 Churchill Aviation shall use all reasonable efforts to procure the Aircraft as set out in the Schedule. In the event that the Operator is unable to provide the Aircraft stated in the Schedule, Churchill Aviation shall use its reasonable endeavours to procure an alternative Aircraft. This substitute aircraft shall, for the purposes of this Agreement, replace the original aircraft and the terms of the Agreement shall apply to the substituted aircraft as if it were the original aircraft. If the cost of the substitute aircraft exceeds the previously confirmed Charter Price, then additional costs may be incurred in securing a substitute aircraft. Churchill Aviation shall advise and seek approval of any additional cost from the Charterer prior to confirming any substitute aircraft.

5.5 The flight details set out in the Schedule are indicative only and operation of any flight is subject to and conditional upon the timely grant by the relevant authorities of traffic rights, airport clearances, slots and any necessary permits. Charterer accepts that the Operator may at its entire discretion deviate from the routings and/or flight timings shown if such deviation is in the opinion of the Operator necessary or is required by national or local air traffic control requirements. Charterer also accepts any amendments to the Flight Schedule in the event that slots and/or permits cannot be co-ordinated at the indicated schedule. If it is not reasonably possible, for whatever reason, to obtain traffic rights, slots, government permits, passenger or aircraft handling, the flight may be cancelled upon notice being given by Churchill Aviation to the Charterer, in which case all sums paid by Charterer will be reimbursed in full, less any reasonable costs incurred for Services already performed or that can still be performed notwithstanding such cancellation and less any sums paid to the Operator or any other third party that are not recovered by Churchill Aviation after reasonable attempt.

5.6 The captain of the Aircraft shall have complete discretion concerning the preparation of the Aircraft for flight, whether or not a Flight shall be undertaken or abandoned once undertaken, any 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. Charterer undertakes to accept all decisions of the captain and to waive all claims against the Operator or Churchill Aviation and their respective servants and agents for any loss, damage, costs or claims of whatsoever nature and howsoever arising whether in contract or tort or otherwise as a result of any such decision.

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

6 FLIGHT TIMES, LOADING AND EMBARKATION

6.1 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, in accordance with any instructions given by Churchill Aviation and/or the Operator. If any passenger of the Charterer fails to arrive in sufficient time to be carried on the Flight neither Churchill Aviation nor the Operator shall be under any liability whatsoever to the Charterer or to such passenger and neither Churchill Aviation nor the Operator shall be under any obligation to make any alternative arrangements for any such passenger. If the Operator, in its absolute discretion, arranges for any such passenger to be carried on a later flight, the Charterer shall pay on demand to Churchill Aviation such additional sum that Churchill Aviation may specify for each

passenger to cover applicable passenger taxes and the costs of the Operator and Churchill Aviation thereby incurred.

6.2 Charterer must promptly provide all such information and documents as we, the Operator or any relevant third party might reasonably require for delivery of the Services, including the following information and documents for you and each other passenger: (a) Full name, birth date, nationality, gender, place of birth; (b) Any necessary visa or travel documents; (c) Passport number, country of issue, expiry date; (d) Any pre-existing medical conditions and fitness to travel; (e) If travelling to/from US, Alien Registration details (if any) & Non-US residents: contact name, number, US address.

6.3 Charterer herby warrants and represents that: (a) all information provided to Churchill Aviation and/or the Operator or any relevant third party is true, accurate, up-to-date and not misleading; (b) the Services shall be used for legitimate purposes, in compliance with all applicable laws, sanctions and regulations, and (c) Charterer has obtained all approvals, consents and permissions from any relevant authority or third party reasonably necessary for the performance of the Agreement.

6.4 Charterer accepts sole responsibility for maintaining adequate travel insurance, holding or maintaining necessary personal or travel documents (including passports, visas, health or other certificates) and for all luggage, relevant for departure from the country of origin, transit through any intermediate airports and entry into the country of destination. All passengers shall be responsible for ensuring they are sober, fit and able to travel and that they arrive in good time for any flight. If any passenger has any medical or other needs, then these must be communicated to Churchill Aviation at the time of entering into the Agreement.

6.5 Charterer hereby indemnifies Churchill Aviation from and against any loss or damage caused, incurred or suffered in connection with a breach of this clause 6 or the Operator Terms, including due to the conduct of any passenger.

6.7 If any passenger of the Charterer is refused entry at any destination airport, the Charterer shall indemnify and keep indemnified the Operator and Churchill Aviation, their respective officers, employees, servants and suppliers against any and all cost or expense whatsoever incurred by the Operator or Churchill Aviation in respect thereof (including but not limited to charges, fees, penalties, imposts or other expenses levied upon the Operator or Churchill Aviation by any immigration authority) or of any arrangements made by the Operator or Churchill Aviation to return such passengers to the country from which such passenger was originally carried.

7 DELAYS, CHANGES, CANCELLATION & REFUNDS

7.1 You must notify Churchill Aviation in writing if you wish to cancel or vary any Services,and you agree that cancellation charges will apply in accordance with the Cancellation Terms set out in the Schedule. Where a Flight has already commenced and you wish to cancel or vary any subsequent Flight within the Services, you must notify Churchill Aviation in writing and you agree that you will

be given a new quote for the Services as requested to be varied by you. If you decline the new quote, you agree that cancellation charges will apply in accordance with the Cancellation Terms set out in the Schedule. Churchill Aviation also reserves the right to charge for any additional cost incurred in relation to any requested variation to the Services.

7.2 Where any variations to the Flights or other details of the Charter Agreement are requested by the Charterer, Churchill Aviation shall make reasonable endeavours to accommodate such changes. Where any such changes requested that can be accommodated incur additional costs or charges, then Churchill Aviation shall be entitled to charge those additional costs or charges to Charterer and, should the Charterer decline those additional costs or charges then Churchill Aviation shall not be obliged to accommodate such variations.

7.3 Where any delay to a Flight is caused by the acts or omissions of the Charterer or any passenger, luggage or cargo, Churchill Aviation will seek the agreement of the Operator to accommodate such delay, subject to payment by the Charterer of any additional costs or charges incurred. However, neither the Operator nor Churchill Aviation shall be obliged to accommodate such delay and shall be entitled to operate the Flight as scheduled or to cancel the Flight. In neither case shall the Charterer be entitled to any refund of any amount of the Charter Price.

8 FORCE MAJEURE

8.1 Churchill Aviation shall not be liable for any failure to perform, or delay to the performance of, the Services or any other obligations under this Charter Agreement if such failure or delay results in whole or in part from any cause that is a Force Majeure Event.

8.2 Churchill Aviation shall provide written notice to the Charterer if it is unable to perform its obligations hereunder due to Force Majeure, providing particulars of the relevant Force Majeure Event. If such Force Majeure Event continues for from the date of providing notice pursuant to this clause 8.2, then either Party may (at its discretion and without further liability to the other Party) terminate this Agreement by providing written notice to the other Party.

9 LIABILITY

9.1 Nothing in this Agreement excludes Churchill Aviation’s liability for death or personal injury caused by its negligence or fraudulent misrepresentation.

9.2 The Charterer shall indemnify Churchill Aviation for, and hold it harmless against, any loss, damage, costs, expenses, liability, deduction, contribution, assessment or claim (including reasonable legal and other costs) arising in connection with: (a) any breach of the Charterer’s obligations under this Agreement; (b) any third-party claims that may arise from the Services or otherwise in connection with this Agreement (including any claims made by the Operator); (c) any tax, penalty, fine or interest incurred or payable in connection with the Services or in consequence of breach of this Agreement.

9.3 In no circumstances will Churchill Aviation be liable for any consequential or indirect damages, loss of profits, or any other similar analogous loss resulting from the Services, whether based on warranty, contract, tort, negligence, in equity or any other legal basis.

9.4 Churchill Aviation’s total aggregate liability, however arising out of or in connection with this Agreement, shall be limited to a sum equal to 100% of the Charter Price paid by the Charterer in respect of this Agreement.

.5 This Agreement is not a contract of carriage and Churchill Aviation is not an air carrier and acts only as the arranger of the Services. Accordingly, and to the extent it may apply, Churchill Aviation shall have no liability to the Operator, Charterer or any other passengers for compensation or payment pursuant to any international convention or Regulation (EC) No. 261/2004, including any claims relating to passenger delays, flight cancellation, baggage delays, destruction, loss or damage to baggage. Further the Charterer indemnifies Churchill Aviation at all times against any and all claims, demands, costs (including legal costs on a full indemnity basis), expenses, losses and liabilities incurred arising out of or in connection with any international convention or Regulation (EC) No. 261/2004.

9.6 The indemnities contained in this Clause 9 shall survive the termination of this Agreement.

10 DISPUTE RESOLUTION

10.1 If any dispute arises between the Charterer and Churchill Aviation in connection with this Agreement, then either Party may notify the other of the dispute with a Dispute Notice.

10.2 Within 14 days after a Dispute Notice is given, a representative (with the authority to resolve the dispute) of the Charterer and Churchill Aviation must meet to resolve the dispute.

10.3 A Party must not bring court proceedings in respect of any dispute unless it first complies with the requirements of the dispute resolution mechanism outlined in this clause 10, provided that nothing in this clause prevents either Party from instituting court proceedings to seek urgent injunctive, interlocutory or declaratory relief in respect of a dispute.

11 TERMINATION

11.1 Churchill Aviation may terminate this Agreement with immediate effect by notice in writing to the Charterer if: (a) the Charterer defaults in the payment of any amount payable hereunder as it becomes

due;

2. (b) the Charterer commits a material breach of this Agreement which is not capable of

   remedy or commits a material breach of this Agreement which is capable of remedy but is not remedied to Churchill Aviation’s satisfaction in sufficient time (as notified by Churchill Aviation) prior to departure of the relevant flight (as set out above in the Flight Schedule);

3. (c) the Operator terminates its services for any reason, including due to the Charterer’s breach of the Operator’s standard terms and conditions;
4. (d) theChartererortheOperatorhasanycorporateaction,application,order,proceedingor appointment or other step taken or made by or in respect of it for any composition or arrangement with creditors generally, winding-up other than for the purpose of a bona fide scheme of solvent reconstruction or amalgamation, dissolution, administration, receivership (administrative or otherwise) or bankruptcy, or if it is unable to pay its debts as they fall due, or if it ceases to trade;
5. (e) the provision of Services or any part of them by Churchill Aviation is or becomes illegal, unlawful or Churchill Aviation is otherwise unable to provide the required Services in the manner contemplated by this Agreement for any reason other than a breach of this Agreement by Churchill Aviation; and

(f) the provision of any of the Services under the Charter Agreement put Churchill Aviation and/or the operator at any risk of breach of international sanctions or any other applicable laws or regulations of any relevant State.

11.2 Upon termination of this Agreement, Charterer must pay any outstanding fees and charges payable under this Agreement, together with interest thereon (if any) at the rate specified in the Schedule and any cancellation fees detailed in clause 7.1 of this Agreement, and the parties acknowledge that any accrued rights shall not be affected and shall survive as necessary for enforcement and discharge of such liabilities.

12 DATA PRIVACY

12.1 Each Party warrants and represents that it has adopted and implements a privacy policy compliant with the requirements under the Data Protection Act 2018 in respect of processing all personal data provided to the other Party in connection with the Services. Without limitation, all necessary consents have been obtained by Charterer from individuals for the purposes of performing the Services such that Churchill Aviation may use all such information or data received for the purposes of the Charter Agreement. Charterer agrees to comply with our Privacy Policy (insert link).

13 GENERAL TERMS

13.1 This Agreement can only be amended by agreement in writing between the Parties. Any clause of this Agreement, which is invalid or unenforceable is ineffective only to the extent of the invalidity or unenforceability without affecting the remaining clauses of this Agreement.

13.2 Assignment. Churchill Aviation may assign or subcontract its obligations under this Agreement. Charterer may only assign or otherwise create an interest in their rights under this Agreement with the written consent of Churchill Aviation.

13.3 Electronic communication. This Agreement is binding upon each Party if executed digitally and conveyed by electronic communication, having the meaning given to that term in the Electronic Communications Act 2000. A counterpart, consent, notice or communication under this Agreement is effective if it is sent as an electronic communication unless required to be physically delivered under law.

13.4 Third party rights. A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce this Agreement, provided that this clause does not affect a right or remedy of a person which otherwise exists or is .

13.5 Notices. All notices required under this Agreement shall be in writing and sent by email to the following email address: fly@churchill.aero.

13.6 Governing Law and Jurisdiction. This Agreement (including a dispute regarding the existence, validity or termination of this Agreement or the consequences of its nullity) shall be governed by and construed in accordance with the laws of England and Wales. The parties agree that the courts of England & Wales shall have exclusive jurisdiction to adjudicate any dispute which arises in connection with this Agreement.