AIR CHARTER SERVICES – PASSENGER
1.Definitions and Interpretation
1.1. “Additional Services” means any service arranged in connection with a Flight, whether supplied by the Carrier, the Company or a third-party Supplier on behalf of the Client.
1.2. “Agreement” means the applicable charter service agreement, these Terms and Conditions, any Special Terms and Conditions, booking confirmation, schedule, addendum and other document expressly incorporated into the agreement, as amended in writing from time to time.
1.3. “Carrier” means the air carrier identified in the applicable booking confirmation or flight programme and operating the Aircraft.
1.4. “Charter Price” means the price stated or otherwise agreed for the relevant Flight Programme, including any applicable amendments or additional charges.
1.5. “Client” means the individual or entity contracting with the Company for the Flight or Additional Services.
1.6. “Company” means the applicable Air Charter Service contracting entity identified in the booking documentation.
1.7. “Convention” means any mandatory international air-carriage convention applicable to the Flight, including the Warsaw Convention and its protocols, the Guadalajara Convention and the Montreal Convention, as applicable.
1.8. “Contract for Services” means the contract entered into with the Carrier or Supplier for the provision of the relevant Flight or Additional Services.
1.9. “Data Controller”, “Data Processor”, “Data Subject”, “Personal Data” and “Process” have the meanings given to them under applicable Data Protection Legislation.
1.10. “Data Protection Legislation” means all applicable privacy, confidentiality, cybersecurity and data-protection laws, regulations, rules and regulatory guidance applicable to the Personal Data concerned, including laws applicable in the jurisdictions from which, through which, or to which the Personal Data is transferred.
1.11. “Demurrage” means any detention, waiting, storage or similar charges arising in connection with the Aircraft, equipment, baggage, Cargo or Additional Services, as applicable.
1.12. “Flight Programme” means the flight itinerary and schedule agreed with the Client, including any written addendum or variation.
1.13. “Group” means the Company and its present or future parent, subsidiary or affiliated entities.
1.14. “Losses and Liabilities” means all losses, damages, claims, liabilities, costs, expenses, charges, fines, penalties, proceedings and judgments, including reasonable investigation and legal costs.
1.15. “Passenger” means every person travelling on a Flight under the applicable Flight Programme.
1.16. “Relevant Authority” means any airport, border, customs, immigration, aviation, health, security, police, governmental or regulatory authority having jurisdiction over a Flight, Passenger, Aircraft or Additional Service.
1.17. “Supplier” means any third-party supplier engaged by the Company on behalf of the Client to provide Additional Services.
1.18. Words in the singular include the plural and vice versa. “Including” means including without limitation. References to persons include individuals, companies, partnerships and other legal entities.
1.19. These Terms and Conditions, the Special Terms and Conditions, the booking confirmation, Flight Programme and any incorporated schedules or addenda form one contractual arrangement and shall be read together.
2.Client Confirmation and Agency Structure
2.1. The Client confirms that it has had a reasonable opportunity to obtain independent advice, has reviewed the commercial and operational terms, understands them and agrees to be bound by them.
2.2. The Client appoints the Company to arrange the Flight and any Additional Services as the Client’s agent. Unless expressly stated otherwise in writing, the Company does not act as the principal carrier or operator of the Aircraft.
2.3. The Client authorises the Company to enter into contracts with Carriers and Suppliers on the Client’s behalf where reasonably necessary to perform the agreed Flight Programme or Additional Services.
2.4. The Company is not required to negotiate changes to the standard terms of a Carrier or Supplier where doing so would require that provider to depart from its normal terms.
2.5. Contracts with Carriers and Suppliers may contain their own exclusions, limitations, indemnities and force-majeure provisions. Where requested, the Company may provide evidence of contracts entered into as agent for the Client, subject to confidentiality and applicable restrictions.
2.6. Any mandatory law or international convention applicable to carriage or an Additional Service will prevail to the extent required by law.
2.7. The Charter Price may include both amounts payable to Carriers or Suppliers and the Company’s commission. An all-inclusive invoice does not make the Company the principal contracting carrier, and the Company is not required to disclose its commission separately.
2.8. The Company may retain brokerages, rebates, discounts, allowances and other remuneration customarily payable to brokers, unless otherwise agreed in writing.
3.Passenger Carriage and Carrier Conditions
3.1. Each Passenger is deemed to contract for carriage with the Carrier. The carriage of Passengers and baggage is subject to the Carrier’s applicable conditions of carriage and all mandatory statutory or Convention provisions.
3.2. Baggage acceptance is subject to the Aircraft’s available volume, weight, balance and load limitations on the day of operation.
3.3. Where an international Convention applies, its mandatory liability limits and protections shall apply. The Client shall ensure that Passengers receive any required notices and comply with the applicable conditions.
3.4. Any insurance intended to supplement mandatory Convention limits, including baggage or travel insurance, is the responsibility of the Client and/or Passenger.
3.5. The Client and Passengers shall not rely on any airline passenger compensation scheme unless expressly applicable by law.
4. Company Responsibilities 4.1. The Company shall arrange the Aircraft charter with the Carrier on behalf of the Client. 4.2. The Company shall coordinate operational information between the Client and Carrier, including Passenger information, loading requirements and required permits where applicable. 4.3. The Company may arrange Additional Services through one or more Suppliers. 4.4. The Company shall act as the liaison between the Client, Carrier and Suppliers for agreed amendments and operational coordination. 4.5. Subject to receipt of the Client’s funds, the Company shall pay the applicable Carrier and Supplier charges. 4.6. The Company shall exercise reasonable care and skill in performing its obligations, including in selecting Carriers and Suppliers, but does not assume fiduciary or other duties beyond those expressly stated in these Terms. SDK Pet Relocation Services LLC-FZ || CONFIDENTIAL 2
5.Client and Passenger Obligations
5.1. The Client warrants that the transportation of Passengers, baggage and any Cargo will not expose the Company, Carrier, Supplier or their personnel, insurers or affiliates to sanctions, prohibitions, penalties or regulatory violations.
5.2. The Client shall ensure that all Passengers and any Cargo comply with customs, immigration, health, security, police and other applicable laws and requirements of every jurisdiction involved in the Flight.
5.3. The Client is responsible for ensuring that every Passenger holds valid passports, visas, medical documents and other documents required for entry, transit and exit.
5.4. Where live animals are carried, the Client shall ensure that the destination airport is an authorised point of entry and that all applicable animal-transport requirements are satisfied.
5.5. The Client shall not resell, transfer or otherwise commercialise any Aircraft seating, baggage allowance or Cargo capacity to a third party without the Company’s and Carrier’s prior written consent.
5.6. The Client shall provide a complete Passenger list and all information reasonably requested for operational, regulatory, security and immigration purposes no later than the deadline specified by the Company and, unless otherwise agreed, at least 72 hours before departure.
5.7. All Passenger information supplied by the Client must be accurate, complete and current. The Client is responsible for correcting errors or omissions promptly.
5.8. The Client shall inform all Passengers of the scheduled departure time and ensure that they and their baggage arrive at the airport by the applicable check-in time.
5.9. The Client shall ensure adequate travel and baggage insurance for the itinerary, including appropriate cover for baggage and its contents.
5.10. Where tickets or a block master ticket are required by the Carrier, the Client shall ensure that each Passenger receives the applicable ticket or copy before the first Flight.
5.11. Where any booking charge is calculated using an estimated Passenger count, the Company may reconcile the charge after the Flight and either credit an overcharge or invoice any additional amount due. Any additional amount shall be payable within seven days of invoice.
5.12. The Company shall not be liable where a Carrier or Supplier refuses carriage or refuses an Additional Service because the Client or a Passenger has breached these obligations.
6.Carrier and Supplier Control
6.1. The Carrier retains operational control and possession of the Aircraft and is responsible for its operation and the safe conduct of each Flight.
6.2. The pilot in command has final authority over aircraft preparation, loading, weight and balance, routing, diversions, departure decisions, landing locations and all other operational or safety matters. The Client and Passengers shall comply with such decisions.
6.3. The Carrier may use otherwise unused Aircraft capacity for its own operational purposes.
6.4. The Client shall bear additional costs arising from a diversion caused by weather or another circumstance outside the Carrier’s reasonable control, where such costs are properly chargeable.
6.5. Suppliers are responsible for the performance of their own Additional Services and may determine the method, route and procedure of performance or subcontract those services where permitted.
7. Aircraft Availability and Substitution7.1. The Carrier may use equivalent or superior aircraft operated, owned or managed by it or an affiliate where reasonably required for the Flight.
7.2. If such a substitution aircraft is unavailable, the Company may propose an alternative aircraft and provide revised pricing where applicable.
7.3. If the Client accepts an alternative aircraft, the Client shall pay the original agreed charges together with any additional agreed charges for the replacement aircraft.
7.4. Where a replacement aircraft results in additional charges, the Client may terminate the affected arrangement by written notice within five hours of notification, unless the Carrier provides a later deadline. Failure to notify within the applicable period constitutes acceptance of the replacement and its additional cost.
7.5. For a multi-leg Flight, where a replacement is required after departure, any termination shall apply prospectively only to the affected future legs.
8.Flight Schedule, Delays and Operational Restrictions
8.1. Flight times are estimates and are not guaranteed. Flights remain subject to weather, air-traffic conditions, airport slots, parking, overflight and landing permissions, traffic rights and governmental or regulatory approvals.
8.2. The Aircraft may depart at the scheduled time without a late, missing or non-showing Passenger.
8.3. The Carrier may inspect baggage and Cargo and may refuse items that are unsuitable, prohibited or unlawful for carriage.
8.4. Where the Client is responsible for obtaining a permit, clearance or authorisation, the Client bears the consequences and associated Losses and Liabilities arising from failure to obtain it.
8.5. Where a Flight or Additional Service is delayed because of a Client, Passenger, shipper or consignee request, act or omission, the Client shall reimburse all resulting Losses and Liabilities, including Demurrage and Carrier or Supplier charges, within seven days of invoice.
8.6. The Client is responsible for Losses and Liabilities arising from delay, deviation or diversion, including reasonable storage, accommodation, meals, refreshments and transportation costs, to the extent chargeable under the applicable service arrangements.
9.Charter Price, Fuel and Other Cost Adjustments
9.1. The Charter Price is based on the information supplied by the Client and the costs known as at the applicable Base Date.
9.2. If Client-supplied information is inaccurate or the Client requests changes, the Company may revise the Charter Price and shall notify the Client as soon as reasonably practicable.
9.3. If fuel costs, taxes, duties, levies, parking, security charges or other included operating costs increase between the Base Date and the Flight or Additional Service, the resulting increase may be charged to the Client.
9.4. The Company will, where reasonably practicable, notify the Client of cost increases after receiving notice from the Carrier or Supplier.
9.5. Any war-risk insurance premium or similar extraordinary operating charge that becomes applicable may be charged separately where not included in the agreed Charter Price.
10.Payment
10.1. Unless otherwise agreed in writing, 100% of the Charter Price is due upon confirmation or execution of the booking.
10.2. All invoices and other sums due under these Terms, including Demurrage and additional costs, shall be paid in full without set-off, counterclaim, withholding or deduction, except where mandatory law requires otherwise.
10.3. Bank charges imposed by either the remitting or receiving bank are for the Client’s account unless otherwise agreed.
10.4. Unless another period is expressly agreed, invoiced amounts shall be paid within seven days of receipt by electronic transfer in the invoiced currency.
10.5. Late amounts may accrue default interest at the rate specified in the booking terms or applicable Company terms, subject to any mandatory legal limit.
10.6. For the specific charter terms from which these Terms are derived, overdue payments may also attract an additional three-percent payment increase, except where the booking is made within 24 hours of confirmed departure, and late-payment interest may apply at the higher of 10% per annum or the applicable Company rate, pro rata until payment.
10.7. The Company may suspend Flights or Additional Services until all overdue amounts are received.
10.8. If payment remains outstanding after notice and any applicable deadline, the Company may cancel the booking or withdraw from the carriage arrangement, subject to applicable cancellation charges.
10.9. Where departure is imminent and a payment deadline cannot reasonably be provided before departure, the Company may refuse to perform the Flight until funds are received.
10.10. Client and Passenger shall be jointly and severally responsible for Flight charges, applicable taxes, additional costs and damage or loss caused by their acts or omissions, including cleaning, disinfection or repair costs.
11.Taxes, Duties and Other Charges
11.1. Unless expressly included, the Charter Price excludes VAT or equivalent taxes, duties, airport and governmental charges, handling charges, parking, de-icing, customs, security, screening, storage, insurance, war-risk premiums and other charges imposed by authorities, Carriers or Suppliers.
11.2. Additional charges may include itinerary changes, VIP airport facilities, satellite communications, Wi-Fi, hangarage, exceptional catering, unscheduled airport or overnight charges, special loading equipment, animal-related handling and other non-standard services.
11.3. The list of excluded charges is not exhaustive. Any properly incurred charge relating to the Flight or Additional Services may be invoiced to the Client.
11.4. Where applicable law requires tax withholding, the Client shall provide the Company with the relevant withholding documentation and shall, where legally permissible, gross up the payment so that the Company receives the amount it would have received absent the withholding.
12.Add-On Flights and Changes
12.1. If the Client requests an additional Flight Programme, the Company may provide a quotation subject to availability. Additional services shall not be procured until the Client and Company agree the applicable addendum in writing.
12.2. The Company is not obliged to accept a request to change or remove any part of the Flight Programme.
12.3. Any change is subject to Carrier and/or Supplier approval and to the Client accepting any resulting increase in price or other operational consequences.
12.4. No requested change becomes effective until the revised arrangements and commercial consequences have been agreed in writing.
13.Cancellation by the Client
13.1. The Client may cancel the Flight Programme or Additional Services subject to the applicable Cancellation Charge.
13.2. Where the Client has already paid, the Company will refund or credit only the amount it is able to recover from the Carrier or Supplier, less applicable cancellation charges and non-recoverable costs.
13.3. Where the Client has not yet paid, the applicable Cancellation Charge shall be invoiced and shall be payable within seven days.
13.4. Cancellation of only part of a Flight Programme or Additional Services is treated as a variation and may result in both change-related charges and a Cancellation Charge.
13.5. For the booking terms from which these Terms are derived, 100% of the Charter Fee is non-refundable where cancellation is initiated by the Client, unless a different written cancellation arrangement is expressly agreed.
13.6. A Flight may also be treated as cancelled by the Client where the Client cancels a booked Flight, a Passenger or Client delay causes the scheduled departure to be missed without prior written approval, a Passenger is a no-show, safety or security instructions are refused, required health or safety documents are not supplied, required entry or exit permissions are unavailable, or payment is not made when due.
13.7. For multi-leg Flights, cancellation charges are calculated by reference to the first scheduled departure and the total price of the multi-leg Flight. Once the first leg has operated, the applicable cancellation charge may be 100%.
14.Cancellation or Non-Performance by Carrier or Supplier
14.1. If a Carrier or Supplier cancels or fails to perform for reasons not caused by the Client or Company, the Company will notify the Client promptly.
14.2. The Company’s refund or credit obligation is limited to amounts it is able to recover from the relevant Carrier or Supplier, less non-refundable costs and expenses already incurred.
14.3. If an Aircraft becomes unavailable because of technical failure or equivalent circumstances, the Company may use reasonable endeavours to arrange a substitute aircraft or service, subject to availability, airport access, permits, slots and the Client’s agreement to any additional cost.
14.4. If a Carrier or Supplier fails because of insolvency, any refund is limited to funds not yet remitted by the Company or amounts actually recovered from the insolvent provider, after applicable costs.
15.Force Majeure and Operational Feasibility
15.1. Force Majeure includes events beyond reasonable control such as acts of God or public enemy, hijacking, war, civil unrest, strikes, fire, flood, severe weather, explosion, earthquake, serious accident, equipment failure, epidemic, pandemic, quarantine, terrorism, sanctions, governmental action or prohibition and other comparable events.
15.2. A Carrier may suspend, divert, reroute, substitute or cancel a Flight where a Force Majeure Event or other operational circumstance prevents safe or lawful performance.
15.3. Where a Force Majeure Event occurs before departure and no suitable alternative is available, the Flight may be cancelled without liability beyond applicable reimbursement obligations.
15.4. Where carriage has commenced but cannot be completed because of Force Majeure, the Client shall be charged only for the portion actually performed, with any applicable balance refunded subject to non-recoverable costs.
15.5. If the Carrier cannot confirm operational feasibility of a Flight, it may cancel the Flight and refund amounts paid in accordance with these Terms.
15.6. The Company shall notify the Client promptly after becoming aware of a Force Majeure Event.
15.7. The Company is not liable for direct or indirect loss caused by Force Majeure. Where a Carrier or Supplier is affected by Force Majeure, the Company’s obligation is limited to recovery and reimbursement of amounts actually recoverable, less amounts owed and non-reimbursable costs.
16.Liability
16.1. To the maximum extent permitted by law, the Company is not responsible for acts or omissions of the Carrier or Supplier, their performance or failure to perform, Flight delays, changes, cancellations, diversions, non-availability of capacity, or failure of Additional Services.
16.2. Subject to mandatory law, the Company is not liable for loss of or damage to Cargo, baggage or other property, or for death or personal injury occurring during carriage or Additional Services where the applicable liability lies with the Carrier or Supplier.
16.3. The Company is not liable for loss of profit, revenue, sales, business, contracts, anticipated savings, goodwill, reputation, third-party claims, or indirect, special, punitive or consequential losses.
16.4. Where the underlying cause lies with the Carrier or Supplier, the Client’s recourse shall be against that Carrier or Supplier rather than the Company.
16.5. Except to the extent prohibited by law or expressly stated otherwise, the Company’s aggregate liability for any event arising under or in connection with the Agreement shall not exceed the Charter Price paid by the Client.
16.6. Nothing in these Terms excludes liability that cannot lawfully be excluded or limited.
17.Indemnification
17.1. The Client shall defend, indemnify and hold harmless the Company, Carrier, Supplier and their respective affiliates, personnel, agents, subcontractors, insurers and reinsurers from Losses and Liabilities arising from the Client’s breach of these Terms.
17.2. The indemnity includes damage to the Aircraft or other property, or injury to persons, caused by an inherent defect in Cargo or by a Passenger’s act or omission.
17.3. The indemnity includes costs, penalties and expenses arising where a Passenger or Cargo is refused entry or must be returned, stored, disposed of or otherwise handled because of Client or Passenger circumstances.
17.4. The indemnity applies to liabilities incurred because the Company acts on the Client’s instructions and to claims exceeding any liability cap applicable to the Company, to the extent permitted by law.
17.5. The indemnification obligations survive termination or expiry of the Agreement.
18.Term and Termination
18.1. The Agreement takes effect on the contract date and continues until the relevant Flight Programme expires or is terminated.
18.2. The Company may suspend Flights or Additional Services or terminate the Agreement immediately upon written notice where the Client materially breaches its obligations and fails to remedy the breach within 48 hours after notice.
18.3. The Company may terminate immediately where the Client becomes insolvent, enters liquidation or equivalent proceedings, ceases or threatens to cease business, disposes of a substantial part of its assets, undergoes a material adverse change affecting performance, or breaches applicable compliance or representation requirements.
18.4. Following termination by the Company for Client default, all unpaid portions of the Charter Price may become immediately due and the Company may retain amounts already paid to the extent permitted by the Agreement and applicable law.
18.5. Termination does not prejudice rights or remedies accrued before termination.
19.Compliance, Sanctions, Anti-Bribery and Anti-Money Laundering
19.1. The Client represents and warrants that neither it nor, to its knowledge after appropriate enquiry, its directors, officers, employees, contractors, agents, affiliates, subsidiaries, suppliers or other persons acting on its behalf are sanctioned persons or owned or controlled by sanctioned persons under applicable sanctions regimes.
19.2. The Client shall not use the Flights, Additional Services, goods or other benefits obtained under the Agreement to facilitate transactions or activities involving sanctioned persons or to cause the Company to violate applicable sanctions.
19.3. The Client and all persons involved by it shall comply with applicable anti-bribery, anti-corruption, anti-fraud, anti-money-laundering and counter-terrorism laws and regulations.
19.4. The Client shall not engage in modern slavery or human trafficking and shall not assist another person in activities prohibited by applicable modern-slavery or trafficking laws.
19.5. The Client represents that it has not received relevant convictions, findings, fines, warnings or penalties relating to sanctions, anti-bribery, anti-money laundering or modern-slavery violations, except as disclosed and accepted in writing.
19.6. The Client shall notify the Company within five calendar days if it becomes aware of an actual or potential compliance issue relating to sanctions, anti-bribery, anti-money laundering, modern slavery or related regulations.
19.7. The Client shall maintain appropriate controls and procedures to ensure compliance by its directors, officers, employees, contractors, subsidiaries, subcontractors, suppliers and associated persons.
19.8. The Client shall comply with applicable laws, obtain required licences and permits, pay applicable governmental charges and shall not cause the Company to breach any applicable law or ethical standard.
19.9. The Client shall promptly provide information and documentation reasonably requested for the Company’s KYC, identity verification, beneficial ownership, risk assessment and onboarding procedures.
19.10. All KYC information provided by the Client shall be true, complete and accurate. Material changes shall be notified within five calendar days, and the Client may be required to repeat the KYC process.
19.11. The compliance representations are continuing throughout the Agreement. If reasonably requested in a compliance dispute, the Client shall obtain, at its own cost, a legal opinion from a reputable law firm acceptable to the Company.
19.12. The Client shall indemnify the Company for losses, damages, costs, legal expenses and monetary sanctions arising from inaccurate compliance representations or a compliance breach.
19.13. A compliance breach is a material breach. The Company may suspend performance, accelerate amounts due, recover resulting costs and terminate the Agreement with immediate effect.
19.14. The Company may terminate immediately where it identifies a relationship with a sanctioned person or a compliance association that, in the Company’s reasonable assessment, creates material financial, reputational, operational, strategic or regulatory risk.
19.15. For a breach relating specifically to modern-slavery requirements, termination for that breach will be subject to the applicable cure period stated in the booking terms; in the source terms, the period is 60 calendar days after notification.
20.Data Protection
20.1. The Client may provide, and the Company may collect and process, Personal Data required to perform the Agreement and related business services.
20.2. The Client is responsible for ensuring that all necessary notices, consents and approvals have been obtained from individuals whose Personal Data is supplied or collected at the Client’s direction, including explicit consent where required for special-category data.
20.3. Where the Company processes Personal Data as Data Controller, it shall process such data only as necessary for the Agreement and in accordance with applicable Data Protection Legislation and its documented policies.
20.4. The Company shall take reasonable steps to ensure personnel accessing Personal Data are reliable, appropriately trained and subject to suitable confidentiality obligations.
20.5. The Company shall use reasonable efforts to assist with reasonable requests concerning Personal Data and to maintain reasonable accuracy, security and retention practices.
20.6. Where the Company supplies Personal Data to the Client for performance of the Agreement, the Client acts as Data Processor and shall process that data only for authorised purposes and instructions, unless otherwise required by law.
20.7. The Client shall implement appropriate technical and organisational safeguards against loss, destruction, unauthorised access, alteration, disclosure or other misuse of Personal Data.
20.8. The Client shall maintain appropriate records of processing and make them available where required by applicable law or reasonably requested.
20.9. Access to Personal Data shall be limited to personnel who require it for contractual duties. Such personnel shall be bound by confidentiality obligations and appropriately trained.
20.10. The Client shall not disclose Personal Data to third parties without the Company’s written authority and shall comply promptly with lawful requests to amend, transfer or delete Personal Data.
20.11. The Client shall assist the Company with data-subject requests, security obligations, breach notifications, impact assessments, audits and inspections as reasonably required.
20.12. The Client shall process Personal Data in compliance with applicable Data Protection Legislation and shall not do anything that causes the Company to breach applicable data-protection requirements.
20.13. The Client shall not transfer Personal Data outside the EEA or UK without the Company’s prior written consent where such consent is required under the applicable arrangement.
20.14. The Client shall immediately notify the Company of relevant complaints, regulatory communications, suspected unlawful processing, security incidents, loss, destruction, corruption or other actual or potential Personal Data breaches.
20.15. The Client shall not appoint a sub-processor without the Company’s prior written consent. Any approved sub-processor must be bound by equivalent obligations, and the Client remains responsible for its performance. The sub-processor’s contract shall terminate when the Client’s processing authority under the Agreement terminates.
20.16. Both parties shall comply with applicable Data Protection Legislation. Further information concerning the Company’s handling of Personal Data is provided in its applicable privacy notice.
21.Governing Law and Dispute Resolution
21.1. The Agreement and all related non-contractual matters shall be governed by and interpreted in accordance with English law.
21.2. Any dispute shall first be referred to the respective Directors of the parties for good-faith resolution.
21.3. If the dispute is not resolved within 30 days after written notification to the other party’s Director, it shall be referred to final arbitration under the LCIA Rules.
21.4. The arbitration shall be conducted by one arbitrator acceptable to both parties. If the parties cannot agree on the arbitrator, the LCIA shall appoint the arbitrator.
21.5. The seat of arbitration shall be London and the language of the arbitration shall be English.
22.Miscellaneous
22.1. The Agreement constitutes the entire understanding between the parties concerning its subject matter. Any amendment or variation must be agreed in writing by both parties.
22.2. Statements, representations or warranties not expressly incorporated into the Agreement are excluded to the fullest extent permitted by law, except that liability for fraudulent pre-contractual statements is not excluded.
22.3. To the extent legally permitted, statutory or common-law implied terms are excluded where the Agreement expressly provides for such exclusion.
22.4. No ambiguity shall be construed against either party merely because that party drafted the relevant provision.
22.5. If any provision is invalid or unenforceable, the remaining provisions remain effective. The invalid provision shall, where lawful, be replaced with a provision that most closely reflects its intended commercial effect.
22.6. If documents forming part of the Agreement conflict, the order of precedence is: (1) booking/contract details, (2) schedules or addenda, (3) Special Terms and Conditions, and (4) these General Terms and Conditions, unless the parties expressly agree otherwise in writing.
22.7. The Client may not assign, novate, transfer or otherwise dispose of its rights or obligations without the Company’s prior written consent.
22.8. The Company may assign, novate, subcontract, transfer or otherwise deal with its rights and obligations without requiring the Client’s approval, subject to applicable law.
22.9. The Charter Price, payment terms and other commercial terms are confidential and may not be disclosed to third parties except to professional advisers or where disclosure is required by law, unless the other party gives prior written consent.
22.10. A delay or failure to exercise a right does not waive that right or prevent its later exercise.
22.11. No provision grants enforceable rights to a person who is not a party to the Agreement, unless expressly stated otherwise.
22.12. The Agreement may be executed in counterparts, each of which is an original and all of which together form one instrument.
22.13. Nothing in the Agreement creates a partnership, joint venture or similar relationship between the parties.
22.14. All contractual notices shall be in writing and sent to the notice address specified in the applicable booking or contract documentation.