THESE FLY VICTOR TERMS & CONDITIONS GOVERN ACCESS TO THE VICTOR PLATFORM FOR THE FACILITATION OF AIRCRAFT CHARTER SERVICES.
THESE FLY VICTOR TERMS & CONDITIONS DO NOT CONSTITUTE A CONTRACT FOR CARRIAGE BY AIR. CONTRACTS FOR CARRIAGE WILL BE CONCLUDED BETWEEN MEMBERS AND AIRCRAFT OPERATORS AND WILL BE SUBJECT TO OPERATORS’ TERMS AND CONDITIONS OF CARRIAGE. VICTOR IS NOT A CONTRACTING OR COMMON CARRIER.
TO THE FULLEST EXTENT PERMITTED BY LAW, VICTOR ASSUMES NO LIABILITY WHATSOEVER IN RELATION TO THE USE OF THE VICTOR PLATFORM, THE PERFORMANCE OF AN ITINERARY OR RELATED OPERATION OF AIRCRAFT.
1. DEFINITIONS AND INTERPRETATION
1.1 Unless the context otherwise requires, in these Member Conditions:
“Aircraft” means any aircraft for the time being operated by an Operator for the provision of an Itinerary;
“Booking Confirmation” means the electronic confirmation provided by Victor to a Member detailing, inter alia, the Itinerary and Aircraft booked through the Victor Platform;
“Charter Price” means the price payable by a Member for the charter of an Aircraft for performance of the Itinerary, including Victor’s Handling Charge. Unless otherwise confirmed in writing by Victor the Charter Price shall not include (a) catering, (b) additional services (including any ground transport and helicopter transfers), (c) any increase in costs after the date of Booking Confirmation, including security costs, aviation insurance premiums, fuel, air passenger duty, airport charges or similar costs relating to the operation of the Aircraft or any part of the Itinerary, and (d) de-icing, weather-related or hangarage costs, airfield fire category upgrades, access to VIP lounges and terminals, fuel stops or out of normal hours airport charges;
“Claims” has the meaning provided in Clause 7;
“Conditions of Carriage” means the Operator’s general conditions of carriage for passengers and baggage, as accessible on Victor’s website;
“Empty Leg Charter” means a Member’s charter of an Aircraft for an Itinerary that is wholly contingent upon the completion of a separate charter flight by a third party;
“Handling Charge” means the charge imposed by Victor in consideration for its role as intermediary in securing the Itinerary through the Victor Platform, being the equivalent of 10% of the costs charged by Operator;
“Indemnitee” has the meaning provided in Clause 7;
“Itinerary” means the flight or series of flights booked through the Victor Platform and shall include places of departure, places of destination, any stopping points and any departure and arrival times;
“Member” means any person registered with Victor and so entitled to utilise the Victor Platform;
“Member Conditions” sshall mean these Fly Victor Terms & Conditions;
“Operator” means the third party independent licensed air transport undertaking that is the actual operator of an Aircraft for the Itinerary as specified in the Booking Confirmation;
“Operator’s Terms” means the terms pursuant to which the Aircraft is made available to a Member for the performance of the Itinerary, as accessible on Victor’s website;
“Passenger” means any person other than cabin or flight crew travelling on an Aircraft booked by a Member through the Victor Platform;
“Parties” means, as the context may require, Victor, Members and Passengers;
“Supplementary Invoice” means an invoice for any costs, charges or expenses which arise out of the performance of the Itinerary but fall outside the scope of the Charter Price;
“Victor” means Fly Victor Limited of 522 Fulham Road, London, SW6 5NR (UK) with company no. 07115927 and/or Fly Victor Inc, C/O The Company Corporation, 2711 Centerville Rd Ste 400, Wilmington, New Castle, DE 19808 (USA), with Reg No/Company No – C3667099; and
“Victor Platform” means the aircraft charter brokerage platform available at www.flyvictor.com, by telephone, email and through the Victor app, by which Victor makes certain information, reservation, payment and scheduling services available to Members in relation to their charter of aircraft from third party Operators.
1.2 In these Member Conditions:
1.2.1 except where the context makes it inappropriate, the masculine gender shall include the feminine and vice versa and the plural shall include the singular and vice versa;
1.2.2 headings are given for convenience only and shall not affect interpretation;
1.3 In the event of any conflict between these Member Conditions and the Operator’s Terms and/or Conditions of Carriage, these Member Conditions will prevail in so far as such conflict relates to the relationship between Victor and its Members.
2. USE OF THE VICTOR PLATFORM
2.1 Subject to Clause 2.4 below, only Members may book aircraft charters through the Victor Platform.
2.2 Members hereby engage and Victor accepts such engagement to act as the Member’s broker with regard to arranging charter services on behalf of the Member with a third party Operator.
2.3 Members, confirm, acknowledge and agree that:-
2.3.1 in making services available through the Victor Platform, Victor acts as solely as the agent for the Member and the intermediary between Members and Operators in arranging aircraft charters;
2.3.2 Victor does not and will not operate as an air carrier and it does not own, operate or maintain aircraft;
2.3.3 these Member Conditions do not constitute a contract for carriage by air, and no such contract will be entered into between Victor and Members;
2.3.4 Victor is not a contracting carrier for the purposes of the Montreal Convention 1999, nor is it a common carrier;
2.3.5 all flights booked through the Victor Platform are provided by third party Operators, with the contract of carriage in respect of such flights being entered into directly between an Operator and the Member (through Victor acting as agent for the Member);
2.3.6 carriage shall at all times be subject to the Operator’s Terms and (where applicable) Conditions of Carriage;
2.3.7 they are of sufficient legal age and capacity to enter into legally binding agreements, including these Member Conditions;
2.3.8 they shall without delay make a copy of these Member Conditions, the Operator’s Terms and (where applicable) the Conditions of Carriage available to all Passengers; and
2.4 A third party may not access the Victor Platform or make bookings on behalf of a Member unless expressly authorised to do so by that Member and on the condition that such third party brings these Member Conditions, the Operator’s Terms, the Conditions of Carriage (where relevant) and all communications from Victor and/or the Operator to the express attention of the Member without delay and obtains the Member’s agreement to all such terms and communications.
3. AIRCRAFT CHARTERS
3.1 A Member may use the Victor Platform to (a) submit an aircraft charter request for an on demand charter, or (b) express interest in an Empty Leg Charter. Victor shall use its reasonable endeavours to offer a Charter Price accordingly.
3.2 A Member’s acceptance of the Charter Price is deemed to occur upon the receipt by Victor of a deposit of:-
3.2.1 30% (thirty percent) of the Charter Price or any such other deposit as may be required by the relevant Operator, whichever is the greater, where the Itinerary commences more than 30 days of the request; or
3.2.2 100% (one hundred percent) of the Charter price where the Itinerary commences within 30 days of the request.
3.3 Subject to the continued availability of the Aircraft, upon acceptance of the Charter Price pursuant to Clause 3.2, Victor shall issue the Member with a Booking Confirmation.
3.4 The balance of the total Charter Price is payable no later than 30 (thirty) days prior to the commencement of the Itinerary. Should the balance not be received within that timeframe Victor shall (in its absolute discretion) be entitled to cancel the Itinerary and refund the deposit received less (a) a fee of 10% (ten percent) of the total Charter Price and (b) any cancellation fees due to the Operator in accordance with the Operator’s Terms.
3.5 Members acknowledge and agree that the performance of an Empty Leg Charter is not guaranteed and is always conditional upon the primary charter (as giving rise to the empty leg) being operated. Should the primary charter be cancelled for any reason, the Empty Leg Charter will similarly be cancelled. In such circumstances Victor will endeavour to inform the Member of such cancellation without delay, with the Member being entitled to a full refund of all funds paid to Victor in relation to the Itinerary.
4.0 GENERAL TERMS
4.1 Where a Member requests any variation to the Itinerary or other terms of carriage as detailed in the Booking Confirmation, including but not limited to the carriage of additional Passenger or amendments to scheduled departure time(s), additional charges may be payable. Should Victor determine that additional charges are payable these shall be settled on demand by the Member named in the Booking Confirmation, failing which the requested variation(s) will not be actioned by Victor.
4.2 Victor may issue a Supplementary Invoice following completion of the Itinerary, which shall be settled on demand by the Member named in the Booking Confirmation.
4.3 Members and/or Passengers (as the case may be) shall be solely responsible for arriving at the specified check in point at the departure airport in sufficient time and for complying with the Operator’s Terms and (where applicable) Conditions of Carriage, including but not limited to rules regarding luggage restrictions, the carriage of pets and on-board behaviour. To the extent a Member or any Passenger fails to comply with such terms, Victor shall be under no liability whatsoever, nor shall it be under any obligation to make alternative travel arrangements for the Member and/or Passengers in the event of any resulting travel disruption. To the extent Victor does elect to provide assistance in making alternative travel arrangements all associated costs shall be payable on demand by the Member named in the Booking Confirmation.
4.4 Members shall give Victor all necessary information and assistance, including confirmation of the identity of all Passengers within any timeframe as may be stipulated by Victor, in order that Operator can issue traffic documents as necessary and/or finalise arrangements for the performance of the Itinerary.
4.5 Members and Passengers are solely responsible for obtaining all required travel documents and visas (including, where relevant, pet passports) and for complying with all applicable customs, police, public health, immigration and other lawful regulation, laws, orders, demands, instructions and travel requirements in countries of departure, arrival or transit. All travel documents (including, where relevant, pet passports) shall be presented in sufficient time to complete departure procedures. Victor shall have no liability whatsoever for a Member’s or Passenger’s failure to comply with this Clause 4.5.
4.6 Where an Operator makes Victor aware of changes to an Itinerary (including the departure time(s)), Victor shall endeavour to communicate such changes to the Member named in the Booking Confirmation.
4.7 Each Member shall at all times ensure that Victor is provided with their current contact details, including but not limited to telephone numbers (landline and mobile) and a monitored email address. Victor shall have no liability whatsoever for any losses sustained by a Member on account of Victor’s inability to contact them using their disclosed contact details. For the avoidance of doubt, this includes any inability on Victor’s part to communicate changes to the Itinerary pursuant to Clause 4.6.
4.8 Should a Member elect not to use one or more flights forming part of an Itinerary, there shall be no entitlement to any refund from Victor (partial or otherwise).
4.9 Members shall comply in all respects with the conditions of all permits, licences and authorities granted for the performance of the Itinerary and shall procure such compliance on the part of all Passengers.
4.10 Should an Aircraft be diverted to an alternative airport, be forced to return to base or suffer a technical failure, Victor shall use its reasonable endeavours to provide assistance in sourcing alternative means of transport for the completion of the Itinerary, whether from the original Operator or an alternative Operator / transport provider. In arranging any such alternative transport with an alternative Operator / transport provider Victor act solely as the Member’s broker, with such transport being subject to the terms and conditions of the relevant Operator / transport provider. Unless otherwise agreed by Victor, the cost of any such alternative transport shall be for the account of the Member named in the original Booking Confirmation, with any such costs to be settled in full prior to the commencement of any alternative transportation.
4.11 In the event that
4.11.1 an Aircraft is detained (whether lawfully or otherwise) by any third party (including but not limited to detention by any governmental, aviation or airport authority, overflight authority or by way of lien or requisition for hire or otherwise) whereby making completion of the Itinerary impossible; or
4.11.2 the Operator or the relevant Aircraft has an administrator, receiver, trustee or other similar person acting on behalf of a lawful authority, appointed over all or part of its assets or business and as a result the Operator is unable to perform the Itinerary at the same cost; or
4.11.3 the Operator becomes insolvent, enters into voluntary liquidation, or is compulsorily wound up;
Victor shall use its reasonable endeavours to source an alternative Operator who is able to operate the Itinerary (or remaining parts thereof) at a similar cost. A Member shall be entitled to accept or decline any such alternative transportation. Should such an offer be declined, or should no alternative transportation be available, the Member shall be entitled to a refund from Victor of all funds paid in relation to the Itinerary except as regards monies which have already been paid to the Operator, for which the Member’s sole recourse lies against the Operator. Should such an offer be accepted, the Member shall, unless otherwise agreed by Victor, be liable for any associated costs exceeding the balance (if any) of the Member’s funds held in Victor’s client account.
4.12 Members acknowledge and agree that the captain of the relevant Aircraft is entitled to take all necessary safety precautions at any time, including but not limited to the full authority to make decisions regarding payload (passengers, luggage and cargo), planned route, flight timings, the sufficiency of weather conditions for safe flight and ultimate landing destination.
5.1 The following payment methods are accepted by Victor:
5.1.1 Bank transfers (available for Charter Price only);
5.1.2 debit or credit cards;
5.1.3 such online payment systems as advised on Victor’s website from time to time (please see the “Frequently Asked Questions” section on Victor’s website for further information);
5.2 All prices will be quoted and must be settled in Pounds Sterling, Euros or United States Dollars (as applicable).
5.3 All sums payable to Victor pursuant to these Member Conditions, including the Charter Price and any Supplementary Invoice, shall be due in full, with any bank transfer fees and exchange charges being for the payee’s account.
5.4 Members paying by way of debit or credit card acknowledge that a transaction limit may apply. In such circumstances a member of Victor’s operations team will contact the Member to advise the best method for payment of the balance due.
5.5 Funds received from the Member by Victor in respect of the Charter Price will (net of the Handling Charge) be held in one or more designated client deposit accounts (“Client Deposit Accounts”), pending payment of the relevant sums to the Operator. Such funds in the Client Deposit Accounts shall be held on trust for the Member and shall only be used for the specific purpose of paying the Operator or refunding the Member pursuant to the terms of these Member Conditions and the Operator’s Terms.
5.6 In the event of a Member cancelling their confirmed booking prior to the commencement of the Itinerary, funds held on trust by Victor will be refunded to the Member, less any cancellation fees payable to the Operator pursuant the Operator’s terms and Victor’s Handling Charge.
5.7 In the event that the monies held in the Client Deposit Accounts attract interest, that interest shall accrue to the benefit of Victor and not the Member or any other third parties, regardless of whether or not the monies are due to be refunded or repaid to the Member.
5.8 Members shall pay all sums due under the Member Conditions (including the Charter Price and any Supplementary Invoice) in full without any right of set-off, deduction or counterclaim.
6. LIABILITY AND INDEMNITY
6.1 SAVE AS OTHERWISE PROVIDED IN THESE MEMBER CONDITIONS, AND TO THE FULLEST EXTENT PERMITTED BY LAW, VICTOR AND ITS INVESTORS, SHAREHOLDERS, OFFICERS, DIRECTORS, AFFILIATES, AGENTS, CONTRACTORS, ATTORNEYS AND THIRD PARTY SERVICE PROVIDERS AND EACH OF THEIR RESPECTIVE EMPLOYEES (TOGETHER “INDEMNITEES”) SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY INJURY, DEATH, LOSS, CLAIM, DAMAGE, ACCIDENT, DELAY OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, IN ANY WAY ARISING OUT OF OR IN CONNECTION WITH A MEMBER’S USE OF OR ANY AIR TRAVEL OR OTHER SERVICES BOOKED THROUGH THE VICTOR PLATFORM, INCLUDING BUT NOT LIMITED TO:-
6.1.1 ANY ERRORS OR DELAYS IN RESPONDING TO A MEMBER’S CHARTER REQUEST;
6.1.2 EQUIPMENT (INCLUDING AIRCRAFT) BREAKDOWN OR ANY HARDWARE, SOFTWARE OR TRANSACTION MALFUNCTION; AND
6.1.3 THE PERFORMANCE, PARTIAL PERFORMANCE, NON-PERFORMANCE OR DELAYED PERFORMANCE OF (A) THE ITINERARY BY THE OPERATOR OR (B) ANY ALTERNATIVE TRANSPORT ARRANGED BY VICTOR, INCLUDING ANY ACCIDENT OR INCIDENT OCCURRING DURING THE COURSE OF CARRIAGE;
6.1.4 ANY ACT, NEGLECT, DEFAULT, OMISSION OR NEGLIGENCE OF OPERATOR, ANY ALTERNATIVE TRANSPORT PROVIDER OR ANY OF THEIR RESPECTIVE EMPLOYEES OR AGENTS;
6.1.5 ANY ACT, NEGLECT, DEFAULT, OMISSION OR NEGLIGENCE OF A MEMBER OR PASSENGERS.
6.2 Members expressly agree that their sole recourse for claims arising out of performance of the Itinerary or any part thereof (including delayed, partial or non-performance) shall be against the Operator.
6.3 If, notwithstanding the provisions of this Clause 6, the Indemnitees have any liability to a Member, such liability shall (to the fullest extent permitted by law) not exceed a sum equivalent to the Charter Price.
6.4 To the fullest extent permitted by law, each Member shall hold harmless and indemnify the Indemnitees from and against all claims, demands, liens, judgments, penalties, awards, remedies, liabilities, damages, actions, proceedings, costs and expenses (including, but not limited to, legal costs) of whatsoever nature (together “Claims”) and howsoever and whensoever arising out of or in connection with its use of the Victor Platform, including but not limited to:-
6.4.1 any breach by the Member of these Member Conditions;
6.4.2 the carriage of the Member’s Passengers, including their conduct on-board the Aircraft, the adequacy of their travel documentation and their non-compliance with these Member Conditions, the Operator’s Terms, the Conditions of Carriage and all other rules and regulations as may be applicable to their carriage by air;
6.4.3 damage to an Aircraft caused by the Member, Passengers or pets;
6.4.4 the performance, partial performance or non-performance of the Itinerary;
6.4.5 any breach or default under the contract of carriage concluded between the Member and Operator, including Operator’s Terms or Conditions of Carriage;
6.4.6 any Claims by the Operator in relation to cancellation fees payable under the Operator’s terms and/or Conditions of Carriage;
6.4.7 any other losses being the subject of Clauses 6.1.1 – 6.1.5 above.
save that an Indemnitee shall not be held harmless or entitled to any indemnification in relation to Claims arising out of its own gross negligence or wilful misconduct.
6.5 Strictly without prejudice to any other rights they may have, the Indemnitees expressly reserve any and all rights available at law to seek recourse against Passengers for any Claims arising out of their carriage on an Aircraft.
6.6 To the extent a third party accesses the Victor Platform or makes bookings on behalf of a Member, that third party shall hold harmless and indemnify the Indemnitees from and against all Claims howsoever and whensoever arising out of or in connection with that third party’s use of the Victor Platform, including but not limited to any failure to comply with Clause 2.4.
7.1 These Member Conditions set out the entire agreement and understanding between the Parties as regards the charter of aircraft through the Victor Platform. No Party has relied upon representations made to it by another Party, whether written or oral, except as is expressly contained in these Member Conditions.
7.2 No failure by Victor to exercise and no delay by Victor in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power of privilege. The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies provided by law.
7.3 Members shall not be entitled to assign their benefits under these Member Conditions.
7.4 Victor may at any time amend these Member Conditions in its absolute discretion. Existing bookings shall remain subject to the Member Conditions in force at the time of booking.
7.5 A person who is not a Party to these Member Conditions shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
7.6 A person who is not a Party to these Member Conditions shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
7.7 The Charter Price, payment terms and other commercial terms contained in the Booking Confirmation are confidential to the Parties and may not be disclosed to third parties without Victor’s prior approval.
7.8 Time shall be of the essence in respect of a Member’s performance of its obligations under these Member Conditions.
7.9 Victor may in its absolute discretion revoke any Member’s membership with immediate effect.
8. LAW AND JURISDICTION
8.1 These Member Conditions and any non-contractual obligations arising out of or in connection with them shall be governed by and construed in accordance with English law.
8.2 The courts of England shall have exclusive jurisdiction to adjudicate any dispute which arises out of or in connection with these Member Conditions, provided that Victor shall be entitled to take proceedings relating to these Member Conditions in any other jurisdiction.