1. INTRODUCTION
1.1. In these conditions the following words and phrases shall have the meaning or meanings attributed thereto:
1.1.1. "The Company/We" means Helicentre Liverpool Limited or any other company subsidiary thereto or associated therewith or working on behalf of Helicentre Liverpool Limited.
1.1.2. "The Trainee/You" means any person requesting helicopter training from the Company as set out in the Booking Form Confirmation.
1.1.3. "The Aircraft" means any aircraft which is the subject of the training as set out in the Booking Form Confirmation.
1.1.4. "The Programme" means the training or any series of training agreed between the Company and the Trainee as set out in the Booking Form Confirmation.
1.1.5. "Booking Form Confirmation" means the form to which these terms and conditions are attached.
1.1.6. "Agreement" means collectively these terms and conditions and the Booking Form Confirmation.
1.1.7. “Services” means the provision of the helicopter training for the completion of the Programme.
1.2. The terms upon which the Company is willing to provide helicopter training are contained in these conditions to the exclusion of all other terms, conditions warranties and representations including in particular any specified by the trainee in any way. No addition to or variation of these Conditions shall bind the Company unless accepted in writing by (a director) of the Company. In the case of any conflict between any terms specifically agreed by the Company and any of these conditions the former will prevail.
1.3. Headings do not affect the interpretation of this Agreement.
2. BASIS OF AGREEMENT
2.1 This Agreement and our price list set out the whole agreement between the Company and the Trainee for the supply of the Services.
2.2 Please check that the details in this Agreement and in particular on the Booking Confirmation Form are complete and accurate before you commit yourself to the contract. If you think that there is a mistake, please make sure that you ask us to confirm any changes in writing, as we only accept responsibility for statements and representations made in writing by our authorised employees and agents.
2.3 Please ensure that you read and understand this Agreement before you sign and submit the Booking Confirmation Form, because you will be bound by the Agreement once the Booking Confirmation Form has been signed.
2.4 Any descriptions or advertising we issue, and any descriptions or illustrations contained in our catalogues or brochures, are issued or published solely to provide you with an approximate idea of the Services they describe. They do not form part of the contract between you and us or any other contract between you and us for the supply of the Services.
2.5 If any of this Agreement is inconsistent with any term of the Booking Confirmation Form, the Booking Confirmation Form shall prevail.
2.6 The Booking Confirmation Form is an offer by you to enter into a binding contract with us, which we are free to accept or decline at our absolute discretion.
2.7 We have the right to revise and amend the terms of this Agreement from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system's capabilities. You will be subject to the policies and terms in force at the time that you order the Services from us, unless any change to those policies or this Agreement is required by law or government or regulatory authority in which case it will apply to orders you have previously placed that we have not yet fulfilled.
3. QUALITY OF SERVICES
3.1 Unless we are prevented from doing so by a Force Majeure Event (as defined below), we will provide Services which:
3.1.1 conform in all material respects with their description;
3.1.2 are carried out with reasonable care and skill;
3.1.3 are fit for any purpose we say the Services are fit for, or for any purpose for which you use the Services and about which you have informed us, or we could reasonably expect you to use the Services;
3.1.4 comply with all applicable statutory and regulatory requirements for supplying the Services in the United Kingdom.
3.2 You must provide us, in sufficient time, with any information and instructions relating to the Services that is or are necessary to enable us to provide the Services in accordance with this Agreement. If you do not, or you provide us with incomplete, incorrect or inaccurate information or instructions, we may cancel the Agreement by giving you written notice, or we may make an additional charge of a reasonable sum to cover any extra work that is required.
4. PRICE AND PAYMENT
4.1 The price of the Services will be as set out in the quotation we provided to you or, if we have not provided a quotation or the quotation has expired, in our price list in force at the commencement date of the Programme, or based on flying hours at a rate indicated to you in the Booking Confirmation Form or as otherwise agreed in writing. Prices are liable to change at any time, but price changes will not affect Booking Confirmation Forms that we have confirmed in writing.
4.2 Notwithstanding clause 4.3 below, in the event of any increase in fuel costs after the finalisation of the price, we reserve the right to charge any amount equal to any additional fuel costs incurred by the Company in performing any of its obligations under this Agreement.
4.3 Where the price depends in whole or in part on flying hours, these shall be calculated by reference to the period of time the Aircraft moves under its own power before subsequently coming to a halt with all of its engines shut down.
4.4 Unless otherwise specified by the Company, all payments shall be made at least 7 days prior to training or immediately in the case of short notice in sterling. If we require a deposit or payment in advance on account such payment shall be made on demand. Time for payment is of the essence.
4.5 If you do not make any payment due to us by the due date for payment, we may charge interest to you on the overdue amount at the then statutory rate above the base lending rate of Barclays Bank PLC from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with the overdue amount.
4.6 Without limiting any other remedies or rights that we may have, if you do not pay us on time, we may cancel or suspend our performance of the Services or any other outstanding orders until you have paid the outstanding amounts.
5. NON-PERFORMANCE, DELAY, VARIATIONS AND DIVERSIONS
5.1 In the event of any variation from or addition to the Programme at the request of the Trainee, the Trainee shall pay for additional flying hours where appropriate at the hourly rate applying to the Programme or such rate stated by the Company which is reasonable having regard to the price and any expense or losses arising from or connected with the variation from or addition to the Programme, together with all expenses whatever connected with it (including, without limitation, any transport, accommodation and subsistence expenses incurred by the crew and any engineering staff).
5.2 We shall use reasonable endeavours to perform and complete the Programme but may depart from it if it is reasonably necessary or advisable in its opinion in the interest of safety or legality, in which case any additional flying hours and expenses shall be paid for by the Trainee.
5.3 We shall use reasonable endeavours to perform the Programme in accordance with any times indicated but such times are not guaranteed and (without prejudice to condition 5.2) we shall have no liability for reasonable delay.
5.4 In the event of non-performance, partial performance or delay resulting wholly or partly from any force majeure or occurrence or any circumstances whatever beyond the Company's control, including (without limitation) the circumstances set out at clause 5.6 below, we shall use reasonable endeavours to perform or continue the Programme, but otherwise shall have no liability to the Trainee. The Trainee shall be liable to pay such part of the price as is referable to the part of the Programme which has been performed (if any), and all expenses whatever connected with it, and anything in excess already paid by the Trainee shall be refunded. The Company's determination of the referable part of the price and the connected expenses shall be conclusive, in the absence of manifest error.
5.5 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Agreement that is caused by events outside our reasonable control (Force Majeure Event).
5.6 A Force Majeure Event includes any act, event, non-occurrence, omission or accident beyond our reasonable control and includes, in particular (without limitation), the following:
5.6.1 pilot illness, or pilot unfit or unsafe to provide the Programme or Services; or
5.6.2 aircraft inoperable or unsafe due to technical reason; or
5.6.3 adverse weather conditions, in particular where it is considered in the sole discretion of the Company unsafe to provide the Programme or Services; or
5.6.4 strikes, lock-outs or other industrial action; or
5.6.5 civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; or
5.6.6 fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster; or
5.6.7 impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; or
5.6.8 impossibility of the use of public or private telecommunications networks; or
5.6.9 the acts or omissions of third parties, labour difficulties, weather conditions, technical breakdown of, or an accident to the Aircraft or any part of it, natural disaster or the act of any authority.
5.7 Our obligations under this Agreement are suspended for the period that the Force Majeure Event continues, and we will extend the time to perform these obligations for the duration of that period. We will take reasonable steps to bring the Force Majeure Event to a close or to find a solution by which our obligations under this Agreement can be performed despite the Force Majeure Event.
6 TERMINATION
6.1 If the Trainee terminates the Programme the Trainee may (at the sole discretion of the Company) be liable to pay a cancellation charge by way of liquidated damages as follows:
6.1.2 if notice is received less than 72 hours but more than 48 hours before scheduled start time 10% of the price;
6.1.3 if notice is received less than 48 hours but more than 24 hours before the scheduled start time, 25% of the price;
6.1.4 if notice is received less than 24 hours before scheduled start time, 50% of the price;
6.1.5 if no notice is received or notice is received after the scheduled start time or the Trainee 'no-shows', 100% of the price or the cost of flying and expenses already incurred, whichever is the greater.
6.2 In the event that we should cancel the Programme due to unsuitable weather conditions, the Trainee will receive 100% refund, as long as no costs have been incurred.
6.4 Termination will not affect either party's outstanding rights or duties, including our right to recover from you any money you owe us under this Agreement
7. INSURANCE, LIABILITY AND INDEMNITY
7.1 The Company holds insurance cover to the level as dictated by the Civil Aviation Authority
7.2 Subject to the clause below, if either of us fails to comply with this Agreement, neither of us shall be responsible for any losses that the other suffers as a result, except for those losses which we or you could reasonably foresee would result from the failure to comply with this Agreement.
7.3 Neither of us shall be responsible for losses that result from our failure to comply with this Agreement including, but not limited to, losses that fall into the following categories:
7.3.1 loss of income or revenue;
7.3.2 loss of business;
7.3.4 loss of anticipated savings; or
7.3.5 loss of data.
However, this clause shall not prevent claims for foreseeable loss of, or damage to, your physical property.
7.4 This clause does not include or limit in any way our liability for:
7.4.1 death or personal injury caused by our negligence; or
7.4.2 fraud or fraudulent misrepresentation; or
7.4.3 any breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
7.4.4 losses for which it is prohibited by section 7 of the Consumer Protection Act 1987 to limit liability; or
7.4.5 any other matter for which it would be illegal or unlawful for us to exclude or attempt to exclude our liability.
8. INTELLECTUAL PROPERTY RIGHTS
The copyright, design right, trade marks and all other intellectual property rights in any materials and other documents or items that we prepare or produce for you in connection with the Services will belong to us absolutely. You may not use such materials, documents or other items for any commercial purpose.
9. ASSIGNMENT
You may not transfer any of your rights or obligations under this Agreement to another person without our prior written consent, which we will not withhold unreasonably. We can transfer all or any of our rights and obligations under this Agreement to another organisation, but this will not affect your rights under this Agreement.
10. NOTICES
All notices sent by you to us must be sent to Helicentre Liverpool Limited at Business Aviation Centre, Viscount Drive, Liverpool John Lennon Airport, Merseyside L24 5GA and/or
info@helicentre.com. We may give notice to you at any of the contact details you provide to us in the Booking Confirmation Form. Notice will be deemed received and properly served 24 hours after an e-mail is sent or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that the letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that the e-mail was sent to the specified e-mail address of the addressee.
11. DATA PROTECTION
We will use the personal information you provide to us to provide the Services, or to inform you about similar services which we provide, unless you tell us that you do not want to receive this information.
12. GENERAL
12.1 If any court or competent authority decides that any of the provisions of this Agreement are invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law.
12.2 If we fail, at any time while this Agreement are in force, to insist that you perform any of your obligations under this Agreement, or if we do not exercise any of our rights or remedies under this Agreement, that will not mean that we have waived such rights or remedies and will not mean that you do not have to comply with those obligations. If we do waive a default by you, that will not mean that we will automatically waive any subsequent default by you. No waiver by us of any term of this Agreement shall be effective unless we expressly say that it is a waiver and we tell you so in writing.
12.3 A person who is not party to this Agreement shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.
12.4 This Agreement shall be governed by English law and you and we both agree to the non-exclusive jurisdiction of the English courts
