Terms & Conditions
1.1. In these conditions the following words and phrases shall have the meaning or meanings attributed thereto:-
1.1.1. “The Company” means Kingmoor Aviation Limited trading as Helicentre Liverpool or any other company subsidiary thereto or associated therewith or working on behalf of Kingmoor Aviation Limited.
1.1.2. “The Charterer” means any person firm or body corporate chartering or offering to charter any aircraft from the Company.
1.1.3. “The Aircraft” means any aircraft which is the subject of an agreement for charter by the Company to the Charterer.
1.1.4. “The Programme” means the flight or any series of flights agreed between the Company and the Charterer including places of departure, places of destination, and stopping points, any departure and arrival times and any particular agreed functions.
1.2. The terms upon which the Company is willing to charter aircraft with crew are contained in these conditions to the exclusion of all other terms, conditions warranties and representations including in particular any specified by the charterer 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. Any carriage performed pursuant to a charter agreement shall be subject to the Company’s General Conditions of Carriage contained or referred to in the traffic documents of the Company (a copy of which may be inspected on demand) and the Chartered shall be deemed to have notice of them whether or not he has availed himself of his right to inspect them.
2. Price and Payment
2.1. Unless expressly included the price does not include:
2.1.1. Any taxes, levies or charges (including without limitation VAT and customs duties) assessed or imposed by any taxing authority on or in connection with the performance of the programme;
2.1.2. Any taxes, levies or charges (including without limitation VAT and custom duties) assessed or imposed by any airport or air navigation authority on or in connection with the performance of the programme;
2.1.3. The cost of any licenses or authorisations specifically required for the programme;
2.1.4. Any charges connected with airport passenger charges;
2.1.5. Any airport security charge;
2.1.6. Any passenger meals or catering charges;
2.1.7. Any charges connected with the loading, unloading, ground carriage, handling of passengers or goods or (in case of goods) the storage thereof;
2.1.8. Any charges in respect of accommodation, refreshment, meals or any additional costs, losses or damages in respect of passengers carried or to be carried, due to the delay of any flight, whatever the cause.
2.2. All of which will be paid by the Charterer or reimbursed by the Charterer to the Company on demand.
2.3. Notwithstanding condition 2.4 below, in the event of any increase in fuel costs after the finalisation of the price, the Company 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 charter.
2.4. 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.
2.5. Unless otherwise specified by the Company, all payments shall be made in full prior to the flight. Time for payment is of the essence.
3. Company’s obligation and discretion
3.1. The Company shall provide the Aircraft manned, maintained and equipped for the performance of the Programme but shall provide no other services, either in flight or on the ground, unless specifically agreed.
3.2. The commander of the Aircraft shall have absolute discretion;
3.2.1. to refuse to carry any passengers, baggage or cargo;
3.2.2. to decide what load shall be carried and its distribution;
3.2.3. to decide whether, when and how a flight may safely and legally be undertaken and where and when the Aircraft should be landed;
3.2.4. Generally as to all matters relating to the operation of the Aircraft.
4. Non-performance, delay, variations and diversions
4.1. In the event of any variation from or addition to the Programme at the request of the Charterer the Charterer 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).
4.2. The Company 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 Charterer.
4.3. The Company 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 4.2) the Company shall have no liability for reasonable delay.
4.4. In the event of non-performance, partial performance or delay resulting wholly or partly from any force major or occurrence or any circumstances whatever beyond the Company’s control, including (without limitations) the acts or omissions of third parties, labour difficulties, weather condition, technical breakdown of, or an accident to the Aircraft or any part of it, natural disaster or the act of any authority, the Company shall use reasonable endeavours to perform or continue the Programme, but otherwise shall have no liability to the Charterer. The Charterer 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 Charterer 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. Insurance, liability and indemnity
5.1. The Company holds insurance cover to the level as dictated by the Civil Aviation Authority
6.1. If the Charterer terminates the programme the Charterer shall be liable to pay a cancellation charge by way of liquidated damages as follows:-
6.1.1. if notice is received more than 7 days before scheduled departure time, 15% of the price;
6.1.2. if notice is received less than 7 days but more than 48 hours before scheduled departure time 25% of the price;
6.1.3. if notice is received less than 48 hours but more than 12 hours before the scheduled departure time, 50% of the price;
6.1.4. If notice is received less than 24 hours before scheduled departure time, 100% of the price;
6.1.5. If no notice is received or notice is received after the scheduled departure time or the Charterer ‘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 the company should cancel the programme due to unsuitable weather conditions, the Charterer will receive 100% refund, as long as no costs have been incurred.
Helicentre.com is a site operated by Helicentre Liverpool Limited (“We”). We are committed to protecting and respecting your privacy.
For the purpose of the Data Protection Act 1998 (the Act), the data controller is Helicentre Liverpool Limited of Business Aviation Centre, Viscount Drive, Liverpool John Lennon Airport, Merseyside L24 5GA.
INFORMATION WE MAY COLLECT FROM YOU
We may collect and process the following data about you:
• Information that you provide by filling in forms on our site helicentre.com (our site). This includes information provided at the time of registering to use our site, subscribing to our service, posting material or requesting further services. We may also ask you for information when you report a problem with our site.
• If you contact us, we may keep a record of that correspondence.
• We may also ask you to complete surveys that we use for research purposes, although you do not have to respond to them.
• Details of transactions you carry out through our site and of the fulfilment of your orders.
• Details of your visits to our site including, but not limited to, traffic data, location data, weblogs and other communication data, whether this is required for our own billing purposes or otherwise and the resources that you access.
We may collect information about your computer, including where available your IP address, operating system and browser type, for system administration and to report aggregate information to our advertisers. This is statistical data about our users’ browsing actions and patterns, and does not identify any individual.
For the same reason, we may obtain information about your general internet usage by using a cookie file which is stored on your browser or the hard drive of your computer. Cookies contain information that is transferred to your computer’s hard drive. They help us to improve our site and to deliver a better and more personalised service. Some of the cookies we use are essential for the site to operate.
Cookies are widely used in order to make websites work, or work more efficiently, as well as to provide information to the owners of the site.
WHERE WE STORE YOUR PERSONAL DATA
Where we have given you (or where you have chosen) a password which enables you to access certain parts of our site, you are responsible for keeping this password confidential. We ask you not to share a password with anyone.
Unfortunately, the transmission of information via the internet is not completely secure. Although we will do our best to protect your personal data, we cannot guarantee the security of your data transmitted to our site; any transmission is at your own risk. Once we have received your information, we will use strict procedures and security features to try to prevent unauthorised access.
USES MADE OF THE INFORMATION
We use information held about you in the following ways:
• To ensure that content from our site is presented in the most effective manner for you and for your computer.
• To provide you with information, products or services that you request from us or which we feel may interest you, where you have consented to be contacted for such purposes.
• To carry out our obligations arising from any contracts entered into between you and us.
• To allow you to participate in interactive features of our service, when you choose to do so.
• To notify you about changes to our service.
We may also use your data, to provide you with information about goods and services which may be of interest to you and we or they may contact you about these by post or telephone.
If you are an existing customer, we will only contact you by electronic means (e-mail or SMS) with information about goods and services similar to those which were the subject of a previous sale to you.
If you do not want us to use your data in ways detailed above, please tick the relevant box(es) situated on the form on which we collect your data (for example, the order form or registration form).
We will not, without your express consent, provide information to any third parties for the purpose of direct marketing.
All of our financial transactions are handled through our secure payment service providers, which may include (without limitation) Credit / Debit Cards, SagePay, Paypal etc.
We will share information with Payment Service Providers only to the extent necessary for the purposes of processing payments you make via our website or to resolve any payment processing, order or delivery issues.
DISCLOSURE OF YOUR INFORMATION
We may disclose your personal information to any member of our group, which means our subsidiaries, our ultimate holding company and its subsidiaries, as defined in section 1159 of the UK Companies Act 2006.
We may disclose your personal information to third parties:
• In the event that we sell or buy any business or assets, in which case we may disclose your personal data to the prospective seller or buyer of such business or assets.
• If Helicentre Liverpool Limited or substantially all of its assets are acquired by a third party, in which case personal data held by it about its customers will be one of the transferred assets.
You have the right to ask us not to process your personal data for marketing purposes. We will usually inform you (before collecting your data) if we intend to use your data for such purposes or if we intend to disclose your information to any third party for such purposes. You can exercise your right to prevent such processing by checking certain boxes on the forms we use to collect your data. You can also exercise the right at any time by contacting us at email@example.com
Our site may, from time to time, contain links to and from the websites of our partner networks, advertisers and affiliates. If you follow a link to any of these websites, please note that these websites may have their own privacy policies and that we do not accept any responsibility or liability for these policies or the lack thereof. Please check any such policies or contact the website owner before you submit any personal data to these websites.
ACCESS TO INFORMATION
The Act gives you the right to access information held about you. Your right of access can be exercised in accordance with the Act. Any access request may be subject to a fee of £10 to meet our costs in providing you with details of the information we hold about you.
TERMS OF WEBSITE USE
INFORMATION ABOUT US
Helicentre.com is a site operated by Helicentre Liverpool Limited (“We”). We are registered in England and Wales under Company Number: 4398532 and have our registered office and main trading office at Business Aviation Centre, Viscount Drive, Liverpool John Lennon Airport, Merseyside L24 5GA
Our VAT number is 974 8269 62.
ACCESSING OUR SITE
Access to our site is permitted on a temporary basis and we reserve the right to withdraw or amend the service we provide on our site without notice (see below). We will not be liable if for any reason our site is unavailable at any time or for any period.
From time to time, we may restrict access to some parts of our site, or our entire site, to users who have registered with us.
You are responsible for making all arrangements necessary for you to have access to our site. You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms, and that they comply with them.
INTELLECTUAL PROPERTY RIGHTS
We are the owner or the licensee of all intellectual property rights in our site, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
You may print off one copy, and may download extracts, of any page(s) from our site for your personal reference only.
You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
Our status (and that of any identified contributors) as the authors of material on our site must always be acknowledged.
You must not use any part of the materials on our site for commercial purposes without obtaining a licence to do so from us or our licensors.
RELIANCE ON INFORMATION POSTED
Commentary and other materials posted on our site are not intended to amount to advice on which reliance should be placed. We therefore disclaim all liability and responsibility arising from any reliance placed on such materials by any visitor to our site, or by anyone who may be informed of any of its contents.
OUR SITE CHANGES REGULARLY
We aim to update our site regularly, and may change the content at any time. If the need arises, we may suspend access to our site, or close it indefinitely. Any of the material on our site may be out of date at any given time, and we are under no obligation to update such material.
The material displayed on our site is provided without any guarantees, conditions or warranties as to its accuracy. To the extent permitted by law, we, other members of our group of companies and third parties connected to us hereby expressly exclude:
• All conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity.
• Any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with our site or in connection with the use, inability to use, or results of the use of our site, any websites or online payment service providers linked to it and any materials posted on it, including:
• loss of income or revenue;
• loss of business;
• loss of profits or contracts;
• loss of anticipated savings;
• loss of data;
• loss of goodwill; and
• wasted management or office time;
whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable, provided that this condition shall not prevent claims for loss of or damage to your tangible property or any other claims for direct financial loss that are not excluded by any of the categories set out above.
This does not affect our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under applicable law.
INFORMATION ABOUT YOU AND YOUR VISITS TO OUR SITE
TRANSACTIONS CONCLUDED THROUGH OUR SITE
Contracts for the supply of goods formed through our site or as a result of visits made by you are governed by our general terms and conditions of supply of services and our specific terms and conditions of helicopter flights.
All of our financial transactions are handled through our secure payment service providers, which may include (without limitation) Credit / Debit Cards, SagePay, Paypal etc. If you are at all concerned with the security of any Payment Service Provider used in connection with our site, you should contact us before providing any financial or personal details to the Payment Service Provider.
By using a Payment Service Provider to pay for goods purchased from our site:
• you confirm that you will review and comply with the Payment Service Provider’s applicable terms and policies; and
• you also acknowledge and accept that we cannot and will not be held responsible or liable for any losses including (without limitation) financial losses arising from your use of the Payment Service Provider.
UPLOADING MATERIAL TO OUR SITE
From time to time, our site may contain features which allow you to upload material to our site or to make contact with other users of our site. Whenever you make use of such a feature, you must comply with the content standards set out below. You warrant that any such contribution does comply with these standards, and you indemnify us for any breach of that warranty.
Any material you upload to our site will be considered non-confidential and non-proprietary, and we have the right to use, copy, distribute and disclose to third parties any such material for any purpose. We also have the right to disclose your identity to any third party who is claiming that any material posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy.
We will not be responsible, or liable to any third party, for the content or accuracy of any materials posted by you or any other user of our site.
We have the right to remove any material or posting you make on our site if, in our opinion, such material does not comply with the content standards set out below.
You may use our site only for lawful purposes.
You may not use our site:
• In any way that breaches any applicable local, national or international law or regulation.
• In any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect.
• For the purpose of harming or attempting to harm minors in any way.
• To send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards detailed below.
• To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
• To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
You also agree:
• Not to reproduce, duplicate, copy or re-sell any part of our site in contravention of the provisions of these terms.
• Not to access without authority, interfere with, damage or disrupt:
o any part of our site;
o any equipment or network on which our site is stored;
o any software used in the provision of our site; or
o any equipment or network or software owned or used by any third party.
We may from time to time provide interactive services on our site, including, without limitation:
• Chat rooms.
• Bulletin boards.
• Comments sections
Where we do provide any interactive service, we will provide clear information to you about the kind of service offered, if it is moderated and what form of moderation is used (including whether it is human or technical).
We will do our best to assess any possible risks for users (and in particular, for children) from third parties when they use any interactive service provided on our site, and we will decide in each case whether it is appropriate to use moderation of the relevant service (including what kind of moderation to use) in the light of those risks. However, we are under no obligation to oversee, monitor or moderate any interactive service we provide on our site, and we expressly exclude our liability for any loss or damage arising from the use of any interactive service by a user in contravention of our content standards, whether the service is moderated or not.
The use of any of our interactive services by a minor is subject to the consent of their parent or guardian. We advise parents who permit their children to use an interactive service that it is important that they communicate with their children about their safety online, as moderation is not foolproof. Minors who are using any interactive service should be made aware of the potential risks to them.
Where we do moderate an interactive service, we will normally provide you with a means of contacting the moderator, should a concern or difficulty arise.
These content standards apply to any and all material which you contribute to our site and to any interactive services associated with it.
You must comply with the spirit of the following standards as well as the letter. The standards apply to each part of any contribution as well as to its whole.
• Be accurate (where they state facts).
• Be genuinely held (where they state opinions).
• Comply with applicable law in the UK and in any country from which they are posted.
Contributions must not:
• Contain any material which is defamatory of any person.
• Contain any material which is obscene, offensive, hateful or inflammatory.
• Promote sexually explicit material.
• Promote violence.
• Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
• Infringe any copyright, database right or trade mark of any other person.
• Be likely to deceive any person.
• Be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence.
• Promote any illegal activity.
• Be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety.
• Be likely to harass, upset, embarrass, alarm or annoy any other person.
• Be used to impersonate any person, or to misrepresent your identity or affiliation with any person.
• Give the impression that they emanate from us, if this is not the case.
• Advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.
SUSPENSION AND TERMINATION
A failure to comply with the content standards when using our site, or a prohibited use of our site constitutes a material breach of these terms and may (without limitation) result in our taking all or any of the following actions:
• Immediate, temporary or permanent withdrawal of your right to use our site.
• Immediate, temporary or permanent removal of any posting or material uploaded by you to our site.
• Issue of a warning to you.
• Legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.
• Further legal action against you.
• Disclosure of such information to law enforcement authorities as we reasonably feel is necessary.
We exclude liability for actions taken in response to breaches of these terms. The responses described above are not limited, and we may take any other action we reasonably deem appropriate.
VIRUSES, HACKING AND OTHER OFFENCES
You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack.
By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.
We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any material posted on it, or on any website linked to it.
LINKING TO OUR SITE
You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
You must not establish a link from any website that is not owned by you.
Our site must not be framed on any other site, nor may you create a link to any part of our site other than the home page. We reserve the right to withdraw linking permission without notice. The website from which you are linking must comply in all respects with the content standards set out above.
If you wish to make any use of material on our site other than that set out above, please address your request to firstname.lastname@example.org
LINKS FROM OUR SITE
Where our site contains links to other sites and resources provided by third parties (such as payment services providers), these links are provided for your information only.
We have no control over the content of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them.
You should review any terms and conditions and privacy policies relating to other sites and resources provided by third parties before proceeding to use such sites or resources.
JURISDICTION AND APPLICABLE LAW
The English courts will have exclusive jurisdiction over any claim arising from, or related to, a visit to our site although we retain the right to bring proceedings against you for breach of these conditions in your country of residence or any other relevant country.
Helicentre is a Registered Trade Mark of Helicentre Holdings Limited.
If you have any concerns about material which appears on our site, please contact us at email@example.com
GENERAL TERMS AND CONDITIONS OF SUPPLY OF SERVICES
This section and our specific terms and conditions for helicopter flights (together with the documents referred to on it) tells you the terms and conditions on which we supply any of the services (Services) listed on our website at www.helicentre.com (our site) to you. Please read these terms and conditions carefully and make sure that you understand them, before ordering any Services from our site. You should print a copy of these terms and conditions for future reference.
You should understand that by ordering any of our Services, you agree to be bound by these terms and conditions. Your attention is drawn, in particular to your rights of cancellation and our limitations of liability set out in our specific terms and conditions for helicopter flights.
Please click on the button marked “I Accept” at the end of these terms and conditions if you accept them or tick the appropriate check box. Please understand that if you refuse to accept these terms and conditions, you will not be able to order any Services from our site.
You may only order Services through our site if you have an active registered online account with us. This enables us to process your order quickly and efficiently using the details which you have provided. You must be logged in to this account to place an order.
By placing an order through our site, you warrant that:
• you are legally capable of entering into binding contracts;
• you are at least 18 years old; and
• you are the account holder.
How The Contract Is Formed Between You And Us
After placing an order, you will receive an e-mail from us acknowledging that we have received your order. Please note that this does not mean that your order has been accepted. Your order constitutes an offer to us to buy a Service.
All orders are subject to acceptance by us, and we will confirm such acceptance to you by sending you an e-mail that confirms the Service (Confirmation). The contract between us (Contract) will only be formed when we send you the Confirmation.
The Contract will relate only to those Services we have confirmed in the Confirmation. We will not be obliged to supply any other Services which may have been part of your order until such Services have been confirmed in a separate Confirmation.
Whilst every effort has been made to ensure that all graphical representations and descriptions of Services correspond to the actual Services , these are provided for illustrative purposes only we are not responsible for variations from these descriptions and representations. This does not exclude our liability for mistakes due to negligence on our part and only refers to variations of Services rather than different Services altogether.
Price And Payment
The price of the Services will be as quoted on our site from time to time, except in cases of obvious error.
[Prices include VAT. However, if the rate of VAT changes between the date of your order and the date of provision of the services, we will adjust the VAT you pay, unless you have already paid for the Services in full before the change in VAT takes effect.]
Prices are liable to change at any time, but changes will not affect orders in respect of which we have already sent you a Confirmation.
Our site contains a large number of Services and it is always possible that, despite our best efforts, some of the Services listed on our site may be incorrectly priced. We will normally verify prices as part of our confirmation procedures so that, where a Service’s correct price is less than our stated price, we will charge the lower amount. If a Service’s correct price is higher than the price stated on our site, we will normally, at our discretion, either contact you for instructions before taking payment, or reject your order and notify you that we are rejecting it.
If the pricing error is obvious and unmistakeable and could have reasonably recognised by you as an error, we do not have to provide the Services to you at the incorrect (lower) price.
Helicentre Liverpool Limited
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.
6.1 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.
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.
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 firstname.lastname@example.org. 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.
12.1 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.
All Helicentre Flight Vouchers are valid for six months from date of issue and must be flown within this six month validity period.