“Confidential Information”, whether disclosed in writing, orally or otherwise, means the disclosing Party’s technical, technological, commercial, financial, operational or other information, document, data or know-how;;
“Data Protection” is defined in clause 7 below;
“Member” means any customer registered with Victor and purchasing the Option from Victor;
“Neste MY Sustainable Aviation Fuel™™“ is an aviation jet fuel made from sustainably sourced, renewable waste and residue raw materials. In its neat form, it reduces GHG emissions up to 80 percent over the life cycle of the fuel compared to using fossil jet fuel, as per CORSIA GHG methodology, and serves as a solution for in-sector GHG emissions reduction for aviation. The fuel in neat form is ASTM D7566 approved. Prior to use, Neste MY Sustainable Aviation Fuel™ is blended with fossil jet fuel and is then certified to meet DEF STAN 91/091 or ASTM D1655;
“Price” means the price expressed in metric tonne for the sustainable aviation fuel in its neat form. The price quoted to Member is variable and provided during the checkout process;
“SAF” means sustainable aviation fuel in its neat form;
“SAF Delivery” refers to each batch of physical SAF supplied to an airline’s supply chain on a Mass Balance basis;
The Member has agreed to purchase the Option for GHG emission reduction service which is based on the use of Neste MY Sustainable Aviation Fuel™ during the checkout process. The checkout process determines the percentage purchased of the GHG emission reduction service by selecting the Neste MY Sustainable Aviation Fuel™ by the Member. For the sake of clarity, the Member purchases the GHG emission reduction service resulting from the use of SAF and not the SAF itself.
The Member acknowledges delivery of the Neste MY Sustainable Aviation Fuel™ will be to each airline through a supply chain network that Neste will perform. The Member is aware of and accepts that the SAF Delivery is not and cannot be performed in connection with the flight or another service purchased by the Member from Victor. Instead, by purchasing the Option the Member contributes to the overall reduction of GHG emissions, since purchasing the Option increases the use of SAF in the airline industry. The Member acknowledges that the physical fuel comprises SAF on a mass balance and thereto related emission reductions, and that no physical deliveries of SAF to an airline are guaranteed, but only a reservation of mass balance of the same in Neste’s supply chain. The Member further acknowledges that the SAF Deliveries are to one or more airlines and Neste’s delivery performance is conditional and subject to an agreement between Neste and each airline.
The Member may request from Victor a SAF Sustainability and Delivery Report (example as Appendix A). The report can be issued after Neste has performed the delivery.
The Member shall not be entitled to reassign the benefit of this agreement or any benefit resulting from the Option or related GHG emission reduction to any other party or person.
Payment for services
The Member agrees to pay Victor for the Option as determined in connection with the purchase.
Each party undertakes that it shall not at any time, and for a period of five years after termination of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party.
Each party may disclose the other party's confidential information:
to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations under this agreement. Each party shall procure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 1; and
as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
No party shall use any other party's confidential information for any purpose other than to perform its obligations under this agreement.
All documents and other records (in whatever form) containing confidential information supplied to or acquired by the Introducer from the Principal shall be returned promptly to the Principal on termination of this agreement, and no copies shall be kept, whether digitally or otherwise.
Limitation of Liability
The total liability of the Parties to the other in respect of all other loss or damage arising under or in connection with this agreement excluding liability arising in connection with the supply of services in connection with this agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the purchase value of the Services supplied for the entire term of this agreement.
The Member acknowledges that there may be circumstances under which the Member’s purchase of the Option must be cancelled, for example if Neste is unable to deliver SAF to an airline. In such a situation, Victor is entitled to cancel the Member’s purchase of the Option and shall return the part of the payment corresponding to the Option to the Member.
Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than seven days after being notified in writing to make such payment;
Consequences of Termination
On termination of this agreement, the following clauses shall continue in force: clause 1, clause 2, clause 4 and clause 5 to clause 8 (inclusive).
Termination of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.
The Member acknowledges and agrees to allow Victor to share with Neste the details of the purchase Option (Booking ID number, order detail, customer number) for the purpose of Neste issuing the SAF Sustainability and Delivery Report (section 2.3 above). Neste will provide the report to Victor, who provides the report to the Member. Victor will not share any personal data of the Member with Neste.
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
Victor and the Member irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).