Aircraft Charter Agreement

November 8, 2019

________________________ (CHARTERER/USER) shall purchase a single entity charter via the BlackBird platform and BlackBird will act as an air charter broker (indirect air carrier) to source the single entity charter. {name of Part 135 operator} (CARRIER) shall furnish the charter air transportation described below subject to the following provisions and the Terms and Conditions appended hereto, which form a part of this Agreement.


Aircraft Type:

Date of Booking:

User (Charterer) Name:

Direct Air Carrier Name (Charter Operator) including DBAs:

Schedule/Routing:

Hourly Rate:

Charter Price/Taxes/Total:

USER/CHARTERER 

[USER (FLIGHT CREATOR) FULL NAME]

[DATE STAMP WHEN BOOKED]

[TIME STAMP WHEN BOOKED]

[SCHEDULE ITEM ID]

GUEST AIRCRAFT CHARTER AGREEMENT

TERMS AND CONDITIONS


ARTICLE 1:  GENERAL CONDITIONS OF AGREEMENT

1.01  TERM AND TERMINATION.  This Agreement shall become effective as of the date it has been signed by both parties and shall remain in effect until such time as either party notifies the other it elects to terminate the Agreement.  Such termination shall be effective fifteen (15) days after delivery of such notification provided the terminating party has completed all of its duties and obligations hereunder as of the date termination becomes effective, failing which the Agreement shall remain in effect until such duties and obligations have been completed.  Termination may also occur (a) as otherwise provided herein, or (b) as otherwise agreed in writing by the parties.

1.02  AGENCY MATTERS.  (a) This Agreement is solely between BlackBird and CHARTERER, and no agency relationship is created or intended hereby.  Neither party has authority to act on the other’s behalf, represent the other in any manner, or bind the other to any agreement or undertaking by virtue of this Agreement. (b) No passenger shall be deemed a party to this Agreement or to have any rights hereunder. (c) Each party warrants that its respective signatory to this Agreement is authorized to execute this Agreement and thereby bind the respective party to this Agreement.

1.03  ASSIGNMENT.  Neither party shall assign its rights or delegate the performance of any duty under this Agreement without the prior written consent of the other party.

1.04 ADDITIONAL TERMS. Your request to BlackBird to act as agent/indirect air carrier are subject to all additional terms, policies, rules, or guidelines including the Platform Terms of Use and User Terms and Conditions, and Privacy Policy

1.05  AMENDMENTS AND REVISIONS.  The parties to this Agreement may amend, revise or supplement the Agreement at any time after the Agreement becomes effective, provided that each such amendment, revision or supplement is in writing and signed by both parties.

1.08  SEVERABILITY.  Any provision of this Agreement determined by competent authority to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability shall not invalidate or render unenforceable such provision in any other jurisdiction.

1.09  CAPTIONS.  Captions, headings and titles are inserted in this Agreement solely for reference and convenience and in no way affect this Agreement or any of its provisions.

1.10  WAIVER.  The failure of either party at any time to require the performance by the other of any of the terms or provisions hereof shall in no way affect the right of that party thereafter to enforce the same; nor shall the waiver by either party of any default under any of the terms or provisions hereof be taken or held to be a waiver of any succeeding default, or as a waiver of the term or provision itself.

1.11  FINANCIAL DISTRESS.  This Agreement shall be terminable by either party forthwith in the event the other shall be or become insolvent, shall discontinue operations as a business enterprise, shall seek protection from creditors pursuant to any law or regulation, or shall make a general assignment for the benefit of creditors.

1.12  APPLICABLE LAW.  Any disputes not otherwise resolved between the parties hereto with respect to any matters in, arising out of or relating to this Agreement shall be determined in a state or federal court located in New York, New York, and shall be governed by the laws of the State of New York.  Both parties hereby consent irrevocably to the jurisdiction of said courts for said purpose.

1.13  ATTORNEY'S FEES.  In the event either party commences legal action as a result of any default under this Agreement or to enforce any provision hereof, the party prevailing in such litigation shall be entitled to recover from the other party, in addition to any damages that may be awarded, the reasonable attorney's fees and expenses incurred by the prevailing party as a result of such action.

1.14  DEFINITIONS.  As used herein, the term "user" includes the terms "guest, ”passenger" and vice versa, and the term "Agreement" means the contract between BlackBird and CHARTERER established by this written instrument inclusive of (i) any amendments, revisions or supplements hereto, and (ii) any attachments, exhibits or schedules appurtenant to this contract.  All time periods specified in this Agreement refer to calendar days (not to business days) unless otherwise specified.  A “business day” means each day that is not a Saturday, Sunday or U.S. federal holiday.

ARTICLE 2:  OPERATIONS AND SCHEDULES

2.01  CHARTERING OF AIRCRAFT.  CARRIER agrees to make available to CHARTERER and CHARTERER agrees to charter from CARRIER the full capacity of each flight specified in this Agreement, subject to the terms and conditions of this Agreement and applicable laws and regulations, including but not limited to the regulations of the U.S. Department of Transportation (DOT), the U.S. Federal Aviation Administration (FAA), and all other cognizant U.S. and non-U.S. governmental authorities.  Each party agrees to comply with all laws and regulations applicable to it.

2.02  CHARTER ELIGIBILITY REQUIREMENTS.  Each party is responsible for its own compliance with all applicable laws and regulations.  CHARTERER warrants that it is authorized under applicable laws and regulations to enter into this Agreement and to act as CHARTERER of the aircraft.  Each flight participant shall be responsible for obtaining all necessary travel documents (passport, visa, tourist card, immunization certificate and any other documents as required) and for complying with the laws of each country from, through or to which he/she receives transportation. 

2.03     OPERATING AUTHORITY.  CARRIER's performance of each flight provided for herein shall be subject to the timely issuance of such approvals, clearances, permits and operating authorities as may be required by any government, governmental agency or airport authority for the operation of such flight, including without limitation such landing, transit, overflight and uplift rights as may be necessary.  If, despite the timely best efforts of CARRIER, any government or governmental agency or airport authority shall fail or refuse to issue or grant the approvals, clearances, permits or operating authority referred to herein sufficiently in advance of scheduled departure to reasonably allow CARRIER to make required flight arrangements or shall, after issuance, revoke or rescind the same, CARRIER may elect to terminate this Agreement as to the affected flight(s) without liability for penalties or damages.  Upon such termination, CARRIER shall refund all sums received by it from CHARTERER without delay, except that portion of the charter price attributable to transportation already performed by CARRIER and such remaining transportation as will be performed by CARRIER or by another carrier at CARRIER's direction. 

2.04  COMPLIANCE FAILURE.  Material failure of either party to comply with applicable laws or regulations is a default under this Agreement.  In such event, and without limitation of any other rights or remedies that may be available, the non-defaulting party shall have the right, at its election, to cancel any or all of the remaining flight(s) under this Agreement upon such failure, without liability or penalty of any kind.

2.05  AIRCRAFT SAFETY.  The pilot-in-command of the aircraft is authorized to take all necessary measures to assure safety.  The pilot-in-command, in coordination with CARRIER and as prescribed in CARRIER’s manuals and procedures approved by the cognizant government authority, shall have complete discretion and final authority as to operation of the aircraft including but not limited to all matters relating to passengers, loading, load and distribution, whether and in what manner any flight shall be carried out, whether there shall be deviation from the specified routing, where landings shall be made, whether to refuse passage to, or to deplane, any person whose condition might involve hazard or risk to himself, other passengers or property, and other matters bearing on operation of the aircraft.  Such determination by the pilot-in-command shall be binding upon CHARTERER and all passengers.

2.06  AIRCRAFT SECURITY.  CHARTERER agrees to cooperate with CARRIER in fulfilling the requirements of CARRIER’s security program and procedures approved by the cognizant government authority.  Passengers are subject to search of their person and search or inspection of their property, including checked baggage, in accordance with security screening procedures, which can include an electronic detector with or without the passenger's consent or knowledge.  Any passenger who does not consent to a search of his person or property will be refused transportation by CARRIER, and neither CARRIER nor CHARTERER will have liability for any inconvenience, delay, loss, damage, injury or refund to that passenger. 

2.07  SUBSTITUTE AIRCRAFT.  Subject in all cases to prior consultation with and approval by CHARTERER, CARRIER may substitute another aircraft for the aircraft specified in this Agreement and is authorized to subcontract the performance of any of its obligations hereunder to another duly authorized air carrier.  Any such substitution or subcontracting (“subservice”) shall be limited to the flight or flights agreed with CHARTERER, and CARRIER shall bear all expenses of the subservice unless otherwise agreed.

2.08  AIRPORT DESIGNATION.  CARRIER will designate the airports to be used at the origin and destination of each flight, provided that CARRIER will accommodate CHARTERER’s airport preferences to the greatest degree practicable.   CARRIER reserves the right to change airport designations as necessary to ensure the safety of operations.  CARRIER shall provide CHARTERER as much advance notice of such a change as is possible in the circumstances. 

2.09  DEPARTURE TIMES.  CARRIER shall establish departure times (which shall be the same as or as close as possible to the times requested by CHARTERER) subject to (a) airport gate, landing slot, and/or take-off slot availabilities, (b) weather conditions, and (c) other operational factors, any of which may affect scheduling or may necessitate rescheduling at any time.  CARRIER shall utilize its best efforts to cause an on-time departure to occur in each instance; CARRIER, however, does not guarantee such departures.  See also Article 5.02 below.

2.10  PASSENGER MANIFESTS.  At least six (6) hours prior to each departure, or as soon thereafter as possible in the circumstances, CHARTERER shall furnish to CARRIER, in a form designated or approved by CARRIER, a manifest of passengers to be carried on that flight.  The manifest shall contain the full name, gender, birth date, citizenship, passport number, and other necessary information regarding each passenger.  CHARTERER shall provide CARRIER with an updated manifest in the event of any deletions or additions to a manifest previously furnished to CARRIER.

2.11 PASSENGERS WITH DISABILITIES.  Individuals with disabilities, as defined in section 382.3 of DOT’s rules, 14 CFR 382.3, shall be transported as provided in the regulations and related guidance materials of the DOT, the FAA, other cognizant government authorities, and CARRIER's procedures developed in accordance therewith.  CHARTERER agrees to provide CARRIER with at least 24 hours’ advance notice that a passenger with a disability will travel on any flight to be operated under this Agreement, and to include information on special accommodations, if any, the passenger will need, provided CHARTERER has been made aware of the disability and special needs by such passenger or someone acting on his or her behalf.  In the event CHARTERER first becomes aware of the disability and/or special needs less than 24 hours prior to the scheduled time of departure, CHARTERER will undertake to notify CARRIER as soon as possible.  

2.12  UNUSED SPACE.  In the event that any space available to CHARTERER shall be unutilized at time of departure, CHARTERER consents to the use by CARRIER of such space without refund or reduction of the charter price, but only for the transportation of CARRIER's personnel and property.

ARTICLE 3:  CHARTER PRICE AND PAYMENTS

3.01  CHARTER PRICE - DEFINED.  Except as otherwise specified in this Agreement, the charter price set forth herein includes all expenses of operating the aircraft over the designated routing, as well as incidental expenses such as fuel, on-board supplies and catering, passenger and aircraft ground handling, aircraft maintenance, navigation and overflight charges, airport charges, crew expenses (including salaries, per diem, hotel and ground transfers), CARRIER's liability and hull insurance coverage, and taxes and fees except those levied against and collected from individual passengers.  The charter price does not include, as applicable, (i) U.S. domestic transportation taxes, U.S. segment taxes, U.S. security fees, U.S. international departure taxes, U.S. international arrival taxes, U.S. Customs user fees, U.S. Immigration user fees, U.S. Agriculture (APHIS) user fees, passenger facility charges (PFCs), and fees, taxes or assessments of any other jurisdiction, whether foreign or domestic; (ii) passenger ground transportation, accommodations or services prior to departure or subsequent to arrival; or (iii) anti-icing/de-icing expenses to the extent set forth in Article 3.03.  Deviation from the agreed upon routing(s) or service(s) at the request of CHARTERER may involve increases in the charter price.

3.02  CHARTER PRICE - PAYMENT.  CHARTERER agrees to pay to CARRIER in U.S. Dollars the amount(s) specified in this Agreement on the date(s) specified in this Agreement in the manner specified in Article 3.04 below. CHARTERER additionally agrees to remit to CARRIER all applicable U.S. air transportation excise taxes, segment-fee taxes, PFCs, and fees, taxes or assessments of any other jurisdiction, whether foreign or domestic.

3.03  ANTI-ICING/DE-ICING EXPENSES.  A charge in addition to the charter price shown in this Agreement will be assessed by the CARRIER to the CHARTERER for fifty (50) percent of any ground anti-icing/de-icing expenses incurred by CARRIER in its performance of flight(s) under this Agreement.

3.04   FORM OF PAYMENT.     All payments are to be delivered to CARRIER via the BlackBird platform. 

3.05   FAILURE TO MAKE PAYMENT.  Failure by CHARTERER to timely deliver each and every payment in full according to the payment schedule set forth in this Agreement will constitute a material breach of this Agreement by the CHARTERER.

ARTICLE 4.  BAGGAGE

4.01.  BAGGAGE ALLOWANCE.  The baggage allowance applicable to each passenger shall be as set forth on the face page of this Agreement, calculated on the basis of overall weight available for baggage divided by the number of passenger seats on the aircraft.  Each passenger is also allowed one (1) carry-on bag plus one (1) personal item, such as a purse, briefcase or laptop computer. The carry-on bag can measure up to 45 inches in combined overall dimensions (length plus width plus height) provided it fits under the passenger seat.  Additional baggage may be accepted subject to space, weight and other operational requirements and payment by the passenger of CARRIER's excess baggage charges, if any.  CARRIER shall not be liable or responsible for refusal to accept any checked or carry-on baggage or other articles that cannot be accommodated within the total space and weight capacity available on the subject flight.

4.02  BAGGAGE ACCEPTANCE.  CARRIER will accept as baggage the passenger's personal property, provided that all baggage is subject to physical or electronic inspection for safety or security reasons.

4.03  HAND-CARRIED BAGGAGE.  All vital medicines including insulin, pills, and other medications may not be included in checked baggage and must be hand-carried by the passenger.  CARRIER will not be liable or responsible for any medical complications or expenses incurred by a passenger as a result of medicines and medications being included in passenger's checked baggage and not available while in transit or thereafter.

4.04  BAGGAGE REFUSAL.  CARRIER will refuse to accept the following articles for transportation unless advance written arrangements have been made with and accepted by CARRIER:  (a) firearms and ammunition; (b) any liquids in baggage or otherwise; (c) live animals; and (d) any article listed in the ICAO Technical Instruction for the Safe Transport of Dangerous Goods by Air.  CARRIER may refuse to accept baggage for transportation on any flight other than the one on which the passenger is to be transported, and may refuse to transport or may remove any baggage which the passenger refuses to allow to be examined for safety or security screening purposes or otherwise.

4.05  NONACCEPTANCE OF HAZARDOUS MATERIALS.  Under no circumstances does carrier accept for transportation in checked or hand-carried baggage or as cargo, nor may any passenger bring aboard the aircraft, any article constituting or containing a hazardous material.  For this purpose, “hazardous material” (also known as HAZMAT, Dangerous Goods and DG) is defined as any article or substance the transportation of which by air is prohibited, restricted or otherwise affected by any rule or regulation of the DOT, including the Pipeline and Hazardous Materials Safety Administration (PHMSA), the FAA, or the International Civil Aviation Organization (ICAO).

4.06  PROHIBITION ON SMOKING; LITHIUM BATTERIES.  Smoking is prohibited at all times on CARRIER’s flights, including tobacco products and the use of electronic cigarettes.  Lithium battery operated devices, including but not limited to electronic cigarettes, mobile phones, and laptop and tablet computers, may not be included in checked baggage but may be included in carry-on baggage or on one’s person. Any spare batteries must be insulated from one other.

ARTICLE 5.  LIABILITY

5.01  INDEMNIFICATION.  Except as otherwise provided in this Agreement, CARRIER agrees to hold CHARTERER and its officers, employees and authorized agents free and harmless from, and to defend and indemnify CHARTERER and its officers, employees and authorized agents against, any and all claims, actions, or demands asserted against CHARTERER or its officers, employees or authorized agents, including any legal fees and expenses incurred in the defense of such claims, actions or demands, arising out of any negligent or wrongful act or omission of CARRIER or its officers, employees or authorized agents. 

5.02  DELAYS.  CARRIER assumes no obligation to commence or complete transportation within a certain time, and CARRIER shall not be liable for failure to do so or for error in any statement of times of arrival or departure; provided, that CARRIER shall utilize its best efforts to cause an on-time departure to occur in each instance. 

5.03  ALTERNATE LANDING.  Except as otherwise provided in this Agreement, CARRIER shall not be liable for loss, injury, damage or delay suffered by CHARTERER or any passenger or baggage due to landing at an airport or destination other than that set forth in this Agreement or due to failure to stop at any contracted intermediate airport, or due to any flight interruption, delay or cancellation, caused by riot, war, civil commotion, labor dispute not involving CARRIER, weather condition, act of God, public enemy, quarantine, absence of any necessary government approval (subject to CARRIER’s compliance with Article 2.03 above), or any other cause beyond CARRIER's control. 

5.04  MONTREAL CONVENTION.  CARRIER's liability to each passenger on international flights is limited by the rules and limitations established by the Convention for the Unification of Certain Rules Relating to International Carriage by Air, signed at Montreal, Canada on May 28, 1999 ("Montreal Convention"), which rules and limitations shall, to the extent such Montreal Convention is applicable, apply to the charter flight(s) hereunder.  With respect to passengers on an international journey to, from, or with an agreed stopping place in the United States of America, the Montreal Convention and special contracts of carriage provide that the liability of the carrier (CARRIER), in the event of death of or personal injury to the passenger, is limited, in most cases, to proven damages not to exceed 113,100 Special Drawing Rights per passenger and that this liability, up to such limit, shall not depend on negligence on the part of the carrier (CARRIER).  Information on the current value of a Special Drawing Right is available at www.imf.org.

5.05  PASSENGER CHECK-IN.  CARRIER shall not be responsible or liable for the transportation of passengers who fail to report at the check-in point at the airport at least 15 minutes prior to the time scheduled for departure.  If a passenger fails to so report, the flight may depart as scheduled without the passenger.

5.06  COMPLIANCE NOTIFICATION.  CHARTERER agrees to notify CARRIER without delay in the event CHARTERER becomes aware of a failure of any flight participant to comply with applicable laws or regulations.

5.07  BAGGAGE LIABILITY.  In accordance with the Montreal Convention, CARRIER's liability for loss, damage or delay of baggage shall be limited to 1,131 Special Drawing Rights per passenger, except in the case of loss, damage or delay to assistive devices of passengers with disabilities, as to which the limit does not apply.  CARRIER must be notified of all baggage claims promptly upon discovery of the claim (see also Article 5.09 below).  CARRIER assumes liability only for baggage actually received by a representative of CARRIER from the individual passenger at airport check-in.  Baggage will be carried within the space and weight limitations of the aircraft.  Except for assistive devices of passengers with disabilities, any baggage which cannot be carried on the chartered aircraft will be forwarded via the means requested by, and at the expense of, the CHARTERER.  Information on the current value of a Special Drawing Right is available at www.imf.org.

5.08  VALUABLES.  Except as required by applicable laws or regulations, CARRIER will not be responsible or liable for injury or loss resulting from the theft, loss, damage to or delay of valuables included in the passenger's checked baggage, including but not limited to money, negotiable papers, securities, vital medicines, jewelry, silverware, precious metals, sporting equipment, cameras, lenses, radios, electronic equipment or other similar valuables.

5.09  DAMAGE CLAIMS.  To the maximum extent permitted by law, no action shall be commenced for loss of, damage to or delay in delivery of baggage or on any other claim including personal injury arising out of, or in connection with, the transportation contemplated by this Agreement, or for failure to transport any passenger or baggage, unless notice of the claim is presented to CARRIER at its address shown in Article 8.02 within seven (7) days from receipt of baggage in the case of a claim for baggage damage, and within twenty-one (21) days from receipt of baggage in the case of a claim for delay; or four (4) hours of the flight arrival time at the destination city in the case of a claim for lost baggage; or seven (7) days after the alleged occurrence in the case of a claim for personal injury.  Further, to the maximum extent permitted by law, in the case of damage or loss of baggage, or personal injury or death, an action for recovery of damages shall be barred unless such action is commenced within two (2) years after the alleged occurrence.

5.10  FORCE MAJEURE.  Except as otherwise provided in this Agreement, and subject to compliance with applicable laws, regulations and treaties, the furnishing of any transportation under this Agreement is subject to the following: act of God; quarantine restrictions; fire; fog; flood; weather; airport closure; damage to or destruction of flight equipment not caused by CARRIER or its employees or agents; unavailability of fuel; riots or civil commotions; war or hazards or dangers incident to a state of war; or any other act, matter or thing beyond the control of CARRIER and which prevents, delays or interrupts the furnishing, operation or performance of such transportation (individually and collectively called "force majeure").  In the event a force majeure causes cancellation of a flight, CARRIER shall refund the amount paid for the canceled air transportation.  In addition, CARRIER, in coordination with CHARTERER, shall utilize its best efforts to re-route passengers affected by a force majeure via alternate air service or other means of transportation.  Should a cancellation caused by force majeure require CARRIER to ferry aircraft in order to provide service for the CHARTERER's next flight, CARRIER and CHARTERER agree to share equally the cost of such ferry flight; it is agreed that such cost would be equivalent to ninety-five percent (95%) of the one-way charter price between the affected points.

ARTICLE 6.  CANCELLATION

6.01  CANCELLATIONS IN WRITING.  Except as otherwise provided in this Agreement, BlackBird and CHARTERER agree, in the event of cancellation of any or all flights under this Agreement, that notice to the other party shall be communicated in writing.  Except as otherwise provided in this Agreement, the date of cancellation of a flight shall be the date on which the party to whom a notice is directed receives it.

6.02  LIQUIDATED DAMAGES.  It is understood and agreed that it would be impossible or impracticable to compute CARRIER's damages in the event of cancellation of this Agreement, or any portion thereof, by CHARTERER, or resulting from default under this Agreement by CHARTERER.  Accordingly, it is agreed that the cancellation charges set forth in Article 6.03 are a reasonable estimate of such damages and are agreed to as liquidated damages which are not a penalty.

6.03  CANCELLATION CHARGES.  In the event any flight under this Agreement is canceled by CHARTERER, the parties agree that the cancellation policy, found here apply. 

6.04 CANCELLATION CHARGES PAYABLE.  Cancellation charges set forth in Article 6.03 shall be due and payable upon occurrence of the cancellation to which they relate.