Air Charter Brokerage Agreement

AIR CHARTER BROKERAGE AGREEMENT

This Air Charter Brokerage Agreement (“Agreement”) is effective as of the day it is agreed to electronically as provided below by and between Louie, LLC DBA “Fly Louie”, a Delaware limited liability company with its primary place of business at 175 Varick Street, New York, NY, 10014 (hereinafter referred to as “Fly Louie”) and the person and entity who electronically signifies their agreement as provided below (hereinafter referred to as “Client”).
1. By using the services provided by Fly Louie, as agent for Client, Client agrees to be bound by the terms and conditions set forth below. Client acknowledges and agrees that the sale of air transportation, including the aircraft charter business and air charter brokerage business is regulated by certain national, international, state and local governmental laws and regulations and that such laws, regulations and best practices in the industry may change from time-to-time and, accordingly, Fly Louie shall have the right to modify this Agreement at any time by providing written notice to Client, and such modifications to this Agreement shall be effective immediately upon Fly Louie providing notice of the same to Client. By executing this Agreement, Client agrees to periodically review this Agreement and to be aware of such modifications to this Agreement. Accordingly, Client’s continued use of Fly Louie’s services shall be deemed Client’s conclusive acceptance of any modifications to this Agreement. Unless otherwise specifically noted or inapplicable to scheduled air transportation, this agreement applies to the arrangement by Fly Louie of both scheduled and charter air service arranged by Fly Louie on behalf of Client.

2. Client desires that Fly Louie acts as an agent for Client and arranges scheduled and charter services between Client and one or more licensed air carriers (hereinafter referred to as “Carrier”) under applicable regulations of the United States Federal Aviation Administration (“FAA”) and Department of Transportation (“DOT”). For scheduled flights, once a Client has read and agreed to the terms herein and paid for a flight, Fly Louie shall be authorized to purchase the flight from a carrier and this agreement shall be binding and remain in full force for each flight arranged by Fly Louie. For charter flights, once a Client has confirmed a charter itinerary and price quote, Fly Louie shall be authorized, as Client’s agent, to enter into a charter contract with Carrier. Flights will be operated in accordance with United States Federal Aviation Regulation (“FAR(s)”) Part 135 and Carrier will have operational control of the aircraft at all times. CLIENT ACKNOWLEDGES AND AGREES THAT FLY LOUIE IS ONLY ACTING AS AN AGENT OF CLIENT FOR THE ARRANGEMENT OF THE CHARTER FLIGHTS DESCRIBED HEREIN. This Agreement shall be binding and remain in full force for each charter flight arranged by Fly Louie until it is cancelled in writing by either party. This Agreement shall be supplemented for each specific charter flight by a separate “Charter Quote”, which will include the flight details, pricing, and other applicable information and payment confirmation.

3. Costs and Expenses: The Charter Quote for each specific trip shall set forth the charter price and any associated costs and expenses for each unique charter. Client shall be responsible for additional charges incurred by Fly Louie in the provision of the services described in this Agreement and Client may be billed separately for the same or such costs and expenses may be added to the Charter Quote pricing (if known at the time the Charter Quote is executed); such additional costs and expenses shall include, without limitation, catering costs, ground transportation costs, flight phone costs, de-icing costs, fuel surcharges, crew expenses, air space navigation fees, weather service fees, international fees and such other costs and expenses as are incidental to charter services. Client further agrees that it shall be responsible for all sales, use, VAT, stamp, FET, transfer, segment fees and other similar taxes, fees, duties and penalties that may be imposed by any federal, state, county, local, foreign or other governmental authority as a result of the flights and services provided in connection with this Agreement (“Taxes”). In the event government authorities increase these taxes and fees and charges, you may be required to pay any increased amounts not already collected. Client shall defend, indemnify and hold Fly Louie harmless against any such Taxes which are the obligation of Client hereunder. The obligations of Client under this Section shall survive the termination of this Agreement.

Payment: The payment for each charter flight shall be due upon confirmation by Client of a specific charter itinerary and price quote; payments must be received by Fly Louie in order to enter into charter contract with Carrier on Client’s behalf, as Fly Louie cannot guarantee the availability of the agreed upon aircraft until payment has been provided the Carrier. At the discretion of Fly Louie, credit cards may be accepted for payment of charges and such payments of charges. Additional payment terms may be arranged and agreed upon by Fly Louie and Client which shall be listed in the Charter Quote for each specific flight.

 

4. Operation: Carrier and the captain of the aircraft are authorized to take all necessary measures to ensure safety. He/she/it shall have full authority and complete discretion as to whether there shall be any deviation from the specified route and where alternate and/or immediate landings shall be made. Such determinations shall be binding upon Client and all passengers. Fly Louie does not control operations of Carrier, which under applicable FARs are the sole responsibility of Carrier, and Fly Louie is not liable for the operation, action and undertakings of Carrier. Prior to departure Fly Louie will clearly communicate to its customer(s) who is in operational control of the flight(s) and any changes in operational control that it knows of.

 

5. Liability for Damages: Client agrees that neither it nor its guests shall engage in any activities or allow any substances or articles aboard the aircraft that may result in or cause seizure or forfeiture of the aircraft or unsafe operation of the Aircraft.  Client shall be held liable for any and all damages to the aircraft and property of Carrier, whether by seizure, forfeiture, or other property damage, which was caused by Client or Client’s guests.

 

6. Refusal To Transport: Client understands that Fly Louie or Carrier may, in their sole discretion, refuse to transport or may remove from an aircraft at any point any passenger for one or several reasons, including but not limited to:

  • Failure by the passenger to comply with the rules of this Air Charter Brokerage Agreement.
  • Conduct of the passenger that in the judgment of Fly Louie or the carrier is or is known to be disorderly, abusive, threatening, or violent or otherwise inimical to the comfort of other passengers or to safety of the flight.
  • Appearance by the passenger that he/she is intoxicated or under the influence of drugs to a degree that refusal or removal may be necessary for the comfort and safety of the passenger, other passengers, or the flight crew.

The transportation cost of any Passenger refused passage or removed enroute under the provisions of this paragraph will be refunded in accordance with Paragraph 10 below. Such a refund shall be the sole recourse of any passenger refused passage or removed enroute. UNDER NO CIRCUMSTANCES WILL FLY LOUIE BE LIABLE TO ANY SUCH PASSENGER FOR ANY TYPE OF INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES.
7. Limitation of Liability: Fly Louie shall not be held liable for loss, injury, damage, delay or cancellation caused by or resulting from any act of God, economic or political sanctions, quarantine, failure or refusal on the part of any governmental agency to grant or issue approvals, clearance, permits or operating authority, rights or civil commotion, military emergency, war or war hazards, fuel shortages, weather conditions, mechanical breakdown, strikes or labor problems, or occurrences of similar or dissimilar nature which through no fault of Fly Louie shall prevent, delay or interrupt the furnishing or operation or performance of such transportation. In the event of any such occurrence, Fly Louie will use commercially reasonable efforts to provide other aircraft to meet Client’s flight needs. Fly Louie shall not be responsible or liable for the transportation of passengers who fail to report at the specified Fixed Based Operator (FBO) or other place, at the departure time of the flight, or who are, through no fault of Fly Louie, not aboard at the time of departure.

If one or more members of one group fail to so report or board, Carrier may depart as scheduled and Carrier and/or Fly Louie shall in no way be responsible for or to Client or such individual for any damages and Fly Louie shall be deemed to have completed its contractual obligation to Client.

FLY LOUIE SHALL NOT BE LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY (A) CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR RELIANCE DAMAGES; (B) AMOUNTS IN EXCESS OF THE PRICE PAID FOR A PARTICULAR FLIGHT; OR (C) MATTER BEYOND ITS REASONABLE CONTROL. Fly Louie shall not have, nor assume any responsibility or liability to Client for activities performed by Carrier. Carrier shall be solely responsible for all claims arising out of any and all occurrences, accidents or incidents that occur on or in connection with the aircraft operated by Carrier, including, without limitation, all personal injuries, property damage or death. Fly Louie is not responsible for any wrongful, or negligent act or omission by Carrier or its personnel and is not responsible for any personal injury, property damage, accident, delay, inconvenience, or change in itinerary that may occur. These limitations shall apply notwithstanding the failure of the essential purpose of any limited remedy. Client agrees that Client shall indemnify, defend, and hold harmless Fly Louie and Fly Louie’s officers, directors, agents and employees, and each of them (collectively the “Indemnitee(s)”) from and against all claims, suits, actions, judgments, fines, penalties, damages, losses and liabilities, including, but not limited to third party claims and reasonable attorneys’ fees, costs of litigation, and other expenses relating thereto, including the cost of establishing the right of indemnification under this Agreement, which arise out of or are in connection with activities associated with this Agreement, which are made, asserted, assessed, or accrued against any Indemnitee by reason of injury or death to any person or the loss or damage to any real or personal property. The foregoing indemnities shall not apply to the extent of any gross negligence or willful misconduct of any Indemnitee.

8. Regulations: This Agreement is subject to all governmental laws, rules and regulations governing the flights contemplated hereunder, including, without limitation any rules and regulations of the FAA, the Transportation Security Administration, DOT, and Internal Revenue Service which now or hereafter may be imposed or required.

9. Identification: Client is responsible for understanding, and for informing all other passengers for whom Client may have arranged transportation, that prior to boarding the aircraft they must show at least one form of valid state/government issued photo identification to Carrier for domestic flights. Client and such other passengers must show carrier a valid passport for any international flights (including Canada and Mexico) and visas when required. Fly Louie is not liable for Carrier’s reasonable refusal to allow any passengers to board the aircraft who fails to provide appropriate identification.

10. Cancellation: In the event that Client cancels any agreed upon flight in connection with this Agreement, Client and Fly Louie agree that the cancellation amount stated below shall be retained by Fly Louie. All flight cancellations will in addition be subject to Carrier’s flight cancellation policies and Client will be responsible for any cancellation or missed flight costs and expenses, including any fees associated therewith.

  • All requests for services are subject to acceptance by Fly Louie. Fly Louie hereby expressly reserves the right to accept or reject any reservation requests for any reason, or for no reason, whatsoever. Your Charter Quote will be delivered by email from Fly Louie providing the estimated price quote, and specifying the date(s) and departure time of travel, flight segments arranged on your behalf, aircraft type and other requests specified by you when requesting your flight. By checking “I agree” at the time of purchase, you agree to Terms & Conditions of the Air Service Agreement.
  • Client understands and acknowledges that the cancellation of any Reservation or portion thereof greater than four days ahead of the scheduled departure date will result in a full refund of the quoted price of the canceled portion of the reservation trip. Trips canceled less than four (4) days but more than 24 hours before scheduled departure will result in a full refund less a $75 cancellation fee. Furthermore, cancellation of any Reservation or portion thereof within 24 hours of the scheduled departure date of the scheduled domestic trip will result in a cancellation charge (or forfeiture, if already paid) of up to 100% of the quoted price for the trip. Client acknowledges that a “no show” will be considered a cancellation and the client will be charged 100% of the cost of the trip. Other types of cancellation charges may include, but are not limited to: costs incurred as a result of partial completion of itinerary, including but not limited to return of aircraft to its base, plus the greater of: (i) costs incurred for specifically positioning and repositioning an aircraft and flight crew in preparation for the cancelled trip, (ii) flight charges equivalent to two hours of operation for each day of the cancelled itinerary, or (iii) any fees incurred by Fly Louie as a result of the client’s cancellation. Fly Louie reserves the right to change the terms of its cancellation policy at any time. Any cancellation of any confirmed Charter Itinerary or portion thereof may be subject to the terms and conditions of the specific air carrier selected. Fly Louie assumes no responsibility for the disposition or cancellation of any reservation, either by Client or air carrier. If there is a mechanical difficulty or if the contracted aircraft is no longer available, Fly Louie shall use its best efforts to provide a substitute aircraft within the same category and reserves the right to do so without additional authorization from you provided there is no increase

11. PRICE QUOTES: The cost estimate provided to Client for each specific Charter Quote, is subject to the following: Domestic and international flights may be subject to the federal excise tax and federal departure tax, respectively. Fly Louie will add the applicable tax, using the current rate, to each charter invoice, and Client will pay such amounts. Client understands that the cost estimate provided by Fly Louie will include estimates for certain cost items. Client will pay the actual amount of applicable taxes, flight fees, fuel surcharges, over-flight permits, landing charges, catering costs; ground transportation, flight phone, WI-FI, Flight Phone, customs fees, crew trip expenses, and similar out-of-pocket expenses relating to the services provided should these amounts differ from the original cost estimate. PLEASE NOTE THAT DE-ICING COST IS NOT INCLUDED IN THE QUOTE AND CAN VARY DEPENDING ON CONDITIONS AND SIZE OF AIRCRAFT. THE DE-ICING CHARGES WILL BE BILLED ACCORDINGLY AFTER THE TRIP IS COMPLETED. If a deviation from the original itinerary is requested by Client and agreed to by Fly Louie, or if any such deviation is caused or necessitated by Client’s actions, then the amount owed by Client to Fly Louie may differ from the original cost

12. Exclusions or Omissions: Fly Louie will be indemnified and held harmless by Client for any misrepresentations presented by the Carrier, on Fly Louie website or otherwise. Any exclusions or omissions either express or implied are not the responsibility of Fly Louie.

13. Termination of Agreement: Fly Louie and Client agree that either party may terminate this Agreement at any time with written notice. Client is obligated to pay all amounts due to Fly Louie for services provided before this Agreement shall be terminated.

14. Binding Effect/Miscellaneous: This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and permitted assigns, but neither this Agreement nor any duty or right hereunder (except the right to receive moneys which are due hereunder) shall be voluntarily assigned by any party without the written consent of the other party, which consent shall not be unreasonably withheld. If any provision of this Agreement is invalid, void or unenforceable, the remainder of this Agreement shall remain in full force.

All communications, directions, approvals, instructions, requests and notices required or permitted by this Agreement shall be in writing and shall be deemed to have been duly given or made when delivered personally or transmitted electronically by e-mail or facsimile, receipt acknowledged, in each case in accordance with the contact information exchanged between Fly Louie and Client. In the event it becomes necessary to enforce the terms of this Agreement by litigation or otherwise, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and court costs, including any such fees or costs arising from subsequent appeals and efforts to execute on any judgment.

15. Disclosures: FLY LOUIE ACTS AS AN AGENT OF ITS CLIENTS AND SERVES ON THEIR BEHALF TO ARRANGE SCHEDULED AND CHARTER FLIGHTS. FLY LOUIE DOES NOT OWN OR OPERATE AIRCRAFT AND IS NOT A DIRECT OR INDIRECT AIR CARRIER. ALL SCHEDULED AND CHARTER FLIGHT ARRANGED BY FLY LOUIE ARE OPERATED BY THIRD PARTY FAA CERTIFIED PART 135 AIR CARRIERS. THE PART 135 CARRIER(S) OPERATING THE FLIGHTS UNDER THIS AGREEMENT EXERCISES FULL OPERATIONAL CONTROL OF THE AIRCRAFT AT ALL TIMES. CARRIERS PROVIDING SERVICE UNDER THIS AGREEMENT MEET DOT AND FAA REQUIREMENTS FOR COMMERCIAL AIR TRANSPORTATION OF RETAIL PASSENGERS.

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to its conflict of law principles. Each party hereby consents to the nonexclusive jurisdiction and venue of the state and federal courts serving New York, New York.

Client accepts the terms of the Air Charter Brokerage Agreement by checking “I agree” at Check-out.

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