Aircraft Brokerage Terms and Conditions of Insignia Jets

This document sets out the general terms and conditions for the provision of aircraft charter brokerage services by Insignia Jets to the Charterer (the “Standard Charter Terms”). Unless otherwise stated herein and/or in a Flight Order, these Standard Charter Terms will apply in respect of a Flight. In the event of any inconsistency between the provisions of these Standard Charter Terms and any Special Conditions outlined in the Flight Order, the terms incorporated directly in the Flight Order shall prevail.

The Charterer acknowledges that Insignia Jets is an aircraft charter broker and shall only act as an interface between the Charterer and Insignia Jet’s network of accredited Carriers. The Charterer further acknowledges that all Charter Offers remain subject to aircraft availability, owner’s approval, necessary permissions and traffic rights.  By confirming a Flight Order, the Charterer is appointing Insignia Jets as its agent to arrange the Flight, for and on its behalf, with the Carrier. The Charterer expressly agrees that Insignia Jets is not a party to the carriage agreement between the Charterer and the Carrier and that by confirming the Flight Order it will be entering into a direct and legally binding relationship with the Carrie

1. DEFINITIONS

In these Standard Charter Terms, unless the context otherwise requires, capitalised terms shall have the following meaning:

"Agreement" means, in relation to each Flight, the Flight Order and any Special Conditions stipulated therein and these Standard Charter Terms, as may be amended from time to time.

"Aircraft" means any aircraft (including helicopters) operated in connection with any Flight and indicated by the Charterer in the Flight Order.

“Carrier” means the aircraft operator, duly licensed with an aircraft operators’ certificate (AOC) and authorized to provide third parties with flights on demand, whose offer for the provision of a Flight to the Charterer has been accepted by the Charterer through the confirmation of the Flight Order.

“Charter” means the charter of an Aircraft by the Charterer, as arranged by Insignia Jets, acting as agent for the Charterer, in accordance with the terms hereof.

“Charterer” means the client of Insignia Jets (which shall include its representative(s) as applicable) as outlined in the Flight Order.

“Charter Offer” means the offer and/or offers in connection with a Flight that is sent by Insignia Jets to the Charterer in response to a request for a Flight received from the Charterer through the Insignia Jets Platform or other channels.

"Charter Price" means the price payable by the Charterer for the Flight, which shall for the avoidance of any doubt also include the fee payable to Insignia Jets for the brokerage services. The Charter Price includes only the services limited to those listed in the Flight Order and does not include the fees/costs payable for any additional services.

‘’Data Protection Legislation’’ means the General Data Protection Regulation (Regulation (EU) 2016/679) on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and the Data Protection Act (Chapter 586 of the laws of Malta), and any regulations issued thereunder, and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.

"Flight" means a flight described in each Flight Order.

“Flight Order” shall mean the order for the Flight that is booked by the Charterer either through the Insignia Jets Platform or through other channels and which reflects the Charter Offer selected by the Charterer and includes the terms and conditions regulating the Charter and pursuant to which the Charter appoints Insignia Jets as its agent to enter into, for and on behalf of the Charterer, an agreement with the Carrier in connection with a Flight. For the avoidance of any doubt, the Flight Order shall, in addition to any Special Conditions, also include the Standard Charter Terms applicable to the Flight.

“Insignia Jets” means Insignia Jets Limited, a limited liability company registered and incorporated under the laws of Malta with company registration number C 103042 and having its registered office situated at Level 5, Palazzo Spinola, 46, St Christopher Street, Valletta VLT 1464, Malta

‘‘Insignia Jets Platform’’ means a digital platform developed by Insignia Jets which provides clients the faculty of submitting charter request, procure Charter Offers and finalise their charter booking.

“Parties” means, collectively, Insignia Jets and the Charterer, and the term “Party” shall be construed accordingly to refer to either Insignia Jets or the Charterer.

“Special Conditions” means those variations to the Standard Charter Terms that will apply in connection with a Flight and which may also include those terms and conditions upon which the Carrier will perform the Flight for the Charterer and which, in the event of inconsistency with these Standard Charter Terms, take precedence as between the Parties.

2. PROVISION OF AIRCRAFT CHARTER BROKERAGE SERVICES

2.1 Insignia Jets shall provide to the Charterer aircraft charter brokerage services and shall act as the Charterer’s agent for the purposes of arranging charter services by the Carrier to the Charterer in respect of Flight(s) requested by the Charterer, in accordance with the terms and conditions set out in the Agreement relating to a particular Flight.

2.2 The Charterer agrees that the Flight shall be regulated by the terms outlined in the Flight Order, which shall also include any Special Conditions (if applicable) and the Standard Charter Terms. The Charterer acknowledges that Insignia Jets is not itself a party to the contract of carriage and that it has no obligation or liability in relation thereto. Such contract of carriage is between the Charterer and the Carrier. By accepting the Flight Order through the Insignia Jets Platform or other channels, the Charterer is confirming its agreement to the terms outlined in the Flight Order, including the Standard Charter Terms and any Special Conditions and appoints Insignia Jets as its agent, to act for it and on its behalf, to enter into an agreement with the Carrier in connection with a Flight.

2.3 By accepting the Flight Order through the Insignia Jets Platform or other channels, the Charterer is also confirming the terms herein and is also acknowledging and accepting that if the Carrier does not proceed to perform the Flight for any reason whatsoever, Insignia Jets shall not bear any responsibility and/or liability in connection with such failure to perform the Flight. Insignia Jets shall, in such a circumstance, refund any monies paid by the Charterer in connection with the relative Flight to Insignia Jets.

3. CANCELLATION

3.1 The cancellation policy of the Carrier shall be applicable for any given Charter, which cancellation policy shall be made available to the Charterer upon approval of the Flight Order. In the event that the Carrier does not have a cancellation policy the below policy shall be applicable.

If the Charterer wishes to cancel any Flight after the approval of the Flight Order, the following cancellation fees shall apply and will become immediately payable by the Charterer to Insignia Jets:

• Fifteen percent (15%) of the Charter Price if the Charterer notifies Insignia Jets of its intention to cancel the Flight at least seven (7) days prior to the scheduled departure time of the first Flight as set out in the Flight Order;

• Thirty percent (30%) of the Charter Price if the Charterer notifies Insignia Jets of its intention to cancel the Flight from seven (7) days up to seventy-two (72) hours prior to the scheduled departure time of the first Flight as set out in the Flight Order;

• Fifty percent (50%) of the Charter Price if the Charterer notifies Insignia Jets of its intention to cancel the Flight from seventy-two (72) to twenty four (24) hours up to seven (7) days prior to the scheduled departure time of the first Flight as set out in the Flight Order;

• Eighty percent (80%) of the Charter Price if the Charterer notifies Insignia Jets of its intention to cancel the Flight less than twenty four (24) hours prior to the scheduled departure time of the first Flight as set out in the Flight Order; and

• One hundred percent (100%) of the Charter Price in the case of a ‘no show’ or the aircraft started positioning flight.

3.2       Should the Charterer fail to pay to Insignia Jets the Charter Price in accordance with the terms stipulated in the Flight Order (unless such payment is due following the departure of the Flight, in which case clause 4.4 below shall apply), Insignia Jets may consider that, for all intents and purposes of this Agreement, there is a deemed cancellation of the Flight and the cancellation fees outlined in Clause 3.1 above shall apply.  In such eventuality, Insignia Jets shall send communication to the Charterer requesting the immediate payment of the cancellation fee.

4. CHARTER PRICE AND PAYMENT

4.1 Unless otherwise stipulated in the Special Conditions, full payment of the Charter Price must be received by Insignia Jets to secure the Aircraft in connection with a Flight. At the request and cost of the Charterer, Insignia Jets can arrange for prepaid sums to be placed on hold in an escrow account. Time shall be of the essence for payment of the Charter Price and any other sums under any Agreement and delays can result in deemed cancellation pursuant to clause 3.2 above.

4.2       The Charterer shall, in respect of each Flight, pay to Insignia Jets the Charter Price set out in Flight Order at the time, in the amount, currency and to the address specified in accordance with the provisions set out in the Flight Order. The Charterer shall also be responsible for any additional costs, charges and expenses in relation to any additional services and/or incurred by Insignia Jets in the provision of the services described in the Agreement, and the Charterer may also be billed separately for such costs. The Charterer also acknowledges and accepts that the final cost of the Flight is also subject to all crew availability, international overflight permits, airport slots and airport parking being in place and non-availability at any time, may result in the increase in the Charter Price. The Charterer shall, immediately upon demand, indemnify Insignia Jets against any taxes and/or charges imposed in any country on the Charter Price or otherwise in connection with the Flight which have been incurred by Insignia Jets.  

4.3 The Charterer acknowledges that the Charter Price takes into consideration the aviation fuel costs and other operational costs of the Flight on the day when the Flight Order is sent by Insignia Jets for confirmation by the Charterer (the “Booking Date”). If, for any reason whatsoever, there shall be any increase in the fuel costs or other operational costs between the Booking Date and the date when the Flight is carried out, then the Charterer shall be liable to pay Insignia Jets, immediately on demand, such amount representing such increase in costs.

4.4 If, for any reason whatsoever, payment of the Charter Price or any instalment thereof, shall not be made on the due date of payment occurring following the Flight departure as set forth in the Flight Order and/or relative invoice, or payment of the cancellation fees is not made immediately upon request from Insignia Jets, then the Charterer shall pay to Insignia Jets interest on the amount unpaid at the maximum rate allowed Maltese Law, calculated on a daily basis, from the due date until the date of payment. In the event of non-payment Insignia Jets and Carrier may demand payment of all legal fees, court fees and recovery fees incurred by them.

4.5 Payment of the Charter Price shall be made directly to the account specified by Insignia Jets which is authorised to accept payment on behalf of the Carrier and shall be received in cleared funds in such account..

4.6 No set-off or counterclaim (whether arising in respect of an Agreement or any other carriage) shall entitle the Charterer to withhold payment of any sums whatsoever payable under or by reason of an Agreement.

4.7 The Charterer shall be responsible for reimbursing Insignia Jets, on demand in respect of any costs which are necessary for the performance of the Charter, including inter alia, any de-icing costs incurred in connection with the performance of an Agreement.

4.8 The Charterer acknowledges that any request in change of the route or any other significant change in respect of any Flight, including changes to the time of the Flight, the change in number and details of the passengers, change of airport or additional flight requirements, shall be at the Carrier's sole discretion. In the event that the Carrier agrees to such request, Insignia Jets will issue an amended or replacement Flight Order and the Charterer undertakes to pay, immediately on demand, any additional costs set out therein.

4.9 Insignia Jets acts as a facilitator between the Charterer and the Aircraft Carriers. Insignia Jets deducts from the Charter Price a facilitation fee before remitting funds received from the Charterer to the Carrier.

4.10 Payment of sums due under the Agreement may be made by credit or debit card.

4.11 If the Carrier is unable to perform a Flight set forth in a Flight Order for any reason whatsoever, including inter alia, due to an Aircraft technical failure (AOG), Insignia Jets shall use its reasonable commercial endeavours to find a suitable replacement Aircraft and shall disclose any extra costs to the Charterer. If Insignia Jets’s efforts are successful, but the Charterer elects not to accept the replacement Aircraft found by Insignia Jets, Insignia Jets shall be entitled to retain all sums due to it under these Standard Charter Terms (including Insignia Jets' fee for facilitating such Flight) as if the Charterer accepted the replacement Aircraft. If Insignia Jets's efforts are unsuccessful, the Charterer’s sole remedy shall be a full refund of the Charter Price (less Insignia Jets’s fee for facilitating an Agreement) in respect of that part of any Flight Order which cannot be fulfilled due to Aircraft unavailability. Any such refund which relates to a partial cancellation of an Agreement shall be calculated on a pro rata basis as follows: percentage of total Charter Price (less Insignia Jets's fee for facilitating an Agreement) to be repaid shall equal the percentage of total flight hours under the Flight Order which will not be flown due to unavailability of the Aircraft.

4.12 Unless agreed in advance of the Flight, WiFi charges and any other on-board connectivity services or amenities such as satphone, are not included within the Charter Price. Any extra charges imposed by the Carrier for the use of such services will be borne by the Charterer to be paid on receipt of invoice.

4.13 If the Charterer pays the Charter Price by bank transfer within two (2) weeks of the proposed departure date of the Flight, the Charterer shall, additionally, provide to Insignia Jets credit card details and is authorising Insignia Jets to use such credit card details to complete pre-authorisation of the relevant Charter Price clause 4.10, in the following circumstances:

(a) the relevant payment by bank transfer is not received by Insignia Jets within three (3) working days (being any day other than a Saturday, Sunday, or public holiday when banks are generally open for normal business in Malta) after the Booking Date, or

(b) the Charterer requests that Insignia Jets takes the relevant payment by credit card, then the pre-authorised payment of the Charter Price plus the  transaction fee will be taken from the Charterer’s card. If a bank transfer is received by or on behalf of Insignia Jets after Insignia Jets has taken the relevant pre-authorised sums from the Charterer’s credit card, then (at the election of the Charterer) either: (i) the bank transfer (less the  transaction fee paid pursuant to clause 4.10 and any fees or charges levied on Insignia Jets in connection with such refund) will be refunded to the Charterer, or (ii) the pre-authorised payment will be refunded to the Charterer’s credit card (less the  transaction fee paid pursuant to clause 4.10 and any fees or charges levied on Insignia Jets in connection with refunding such pre-authorised credit card payment).

4.14 Flight bookings are based on internationally recognised ICAO (4 letter) and IATA (3 letter) airport codes and not by airport names which are subject to change and interpretation.

5. AIRCRAFT AND CREW

5.1 The Charterer acknowledges and accepts that Insignia Jets shall act solely as an intermediary between the Charterer and the Carrier in connection with the provision of the Aircraft for any Flight. Accordingly, the Parties acknowledge and agree that the Carrier shall be responsible for providing the Aircraft at the scheduled time of departure of the Flight indicated in the Flight Order in a condition such that it is properly manned and equipped, fuelled and airworthy in accordance with the laws and regulations of the state of registration of the Aircraft and any other applicable law.

5.2 In order to offer the best service possible to the Charterer, Insignia Jets undertakes best endeavour to request the Carrier to have:

5.2.1 the Aircraft and the operating personnel, including cabin staff, ready to fly no later than thirty minutes prior to the Flight departure time set out in a Flight Order;

5.2.2 an operating personnel member available to meet passengers at entrance to airport, FBO or agreed meeting point; and

5.2.3 an operating personnel member available to escort customers to their onward transport post disembarking a flight on arrival at destination

5.3 Insignia Jets shall use its reasonable endeavours to:

5.3.1 respond promptly to any communication by the Charterer in respect of any Flight; and

5.3.2 inform the Charterer as soon as reasonably possible of delays for any reason to the Flight schedule. The Charterer acknowledges and accepts that the highest priority is flight safety and respect of the law. As such, the captain of the Aircraft shall have complete discretion concerning preparation of the Aircraft for a Flight, whether a Flight has to be cancelled and/or whether a Flight is to be abandoned once undertaken. The Charterer shall accept as final and binding all decisions of the captain on all matters relating to the operation of the Aircraft, including any deviation from the proposed route or where landing shall be made.

5.4 The Charterer acknowledges and accepts that any and all communications with the Carrier in relation to the Flight arrangements and matters related or ancillary thereto shall be channelled through Insignia Jets unless explicitly agreed otherwise in writing by Insignia Jets. The Charterer further acknowledges, agrees and undertakes that all requests to the Carrier to be made by the Charterer and/or the Charterer's passengers shall be made through Insignia Jets.

5.5 Unless otherwise agreed in writing by the Carrier, all ground and operating personnel, including cabin staff, are authorised to take orders from the Carrier only and shall be under no obligation to comply with any instructions from the Charterer or its representatives.

5.6 Unless otherwise explicitly informed to the Charterer in writing prior to the departure of the Flight, no smoking is permitted on any Aircraft. If smoking takes place on an Aircraft, the Charterer will be liable for all associated cleaning costs charged by the Carrier.

6. DOCUMENTS

6.1 The Carrier shall supply or procure all necessary documents relating to the carriage and Flight undertaken pursuant to an Agreement.

6.2 The Charterer warrants, agrees and undertakes that it shall provide to Insignia Jets and/or the Carrier, as the case may be, immediately upon demand with any and all documentation and information requested by Insignia Jets and/or the Carrier and/or relevant authorities on the Charterer and/or the Charterer’s passengers which may be necessary or required by Insignia Jets and/or the Carrier for the purposes of carrying out the services contemplated in the Agreement or performing any Flight requested by the Charterer. The Charter acknowledges and agrees that Insignia Jets may refuse to provide the services set forth herein, and the Carrier may refuse to perform a Flight, in the event that the Charterer has failed to provide such documentation and information, and in such case Insignia Jets and the Carrier shall have no liability towards the Charterer or its passengers. The Charterer further authorizes Insignia Jets to disclose the identity of the Charterer and its passengers to the Carrier and to provide any documentation and/or information in respect of the Charterer and its passengers to the Carrier. The passenger name record data may then be subsequently transferred to authorities of countries that need them as condition for Flight into, over our out of their jurisdiction.

6.3 The Charterer warrants and confirms that none of the passengers are subject to any sanctions.

7. FLIGHT TIMES, LOADING AND EMBARKATION

7.1 The Charterer shall be solely responsible for ensuring that passengers and their baggage arrive at the departure airport in sufficient time to be carried on any Flight. In the event that any passenger of the Charterer fails to arrive in sufficient time to be carried on the Flight, the Charter acknowledges and accepts that the Carrier shall be under no liability whatsoever to the Charterer or to such passenger. The Carrier shall be under no obligation to make any alternative arrangements for any such passenger. If the Carrier, in its sole discretion, arranges for any such passenger to be carried on a later flight, the Charterer shall pay on demand to the Carrier or to Insignia Jets (as duly authorised to receive payments for the Carrier) such additional sum that the Carrier may specify for each such passenger to cover the costs relating to such flight including all applicable passenger taxes and the administrative costs of the Carrier thereby incurred.

7.2 In the event of any delay (other than any delay for technical reasons the responsibility for which shall lie with the Carrier), deviation or diversion of any Flight, the Charterer shall be solely responsible for any and all accommodation, refreshments, meals, transportation or any other additional costs, expenses, losses, damages or liabilities of whatsoever nature incurred in respect of the Charterer's passengers wherever and howsoever the same shall arise. All such costs, expenses, losses, damages or liabilities incurred by the Carrier shall be reimbursed by the Charterer to the Carrier on demand.

7.3 In the event that any passenger of the Charterer is refused entry at any destination airport, the Charterer shall indemnify and keep indemnified the Carrier, its officers, employees, servants and agents against any and all cost or expense whatsoever incurred by the Carrier in respect of that refusal (including but not limited to charges, fee, penalties, imposts or other expenses levied upon the Carrier or Insignia Jets by any immigration authority) and , in addition, all cost or expense incurred by the Carrier for any arrangements made by the Carrier to return such passengers to the country from which such passenger was originally carried.

8. OBLIGATIONS OF THE CHARTERER

8.1 The Charterer shall comply with all the requirements of the Carrier in relation to the performance of all of the Charterer's obligations as set out in an Agreement.

8.2 The Charterer shall hold harmless and indemnify the Carrier and Insignia Jets (as applicable) from and against all claims, demands, liabilities, actions, proceedings and costs of any kind whatsoever arising from any default on the part of the Charterer or any passenger of the Charterer in complying with any of the provisions of an Agreement.

8.3 The Charterer shall comply in all respects with the conditions of all permits, licences and authorities granted for the Flights and will procure such compliance on the part of all its passengers (including pets).

8.4 The Charterer shall be responsible for the issue and delivery of all necessary passenger tickets, baggage checks and other necessary documents to all passengers.

8.5 The Charterer shall comply and shall procure that all its passengers (including pets) shall comply with all applicable customs, police, public health, immigration and other lawful regulation of any state to/from or over which the Aircraft is or may be flown.

8.6 The Charterer shall not use, or allow the Aircraft, to be used for illegal purposes.

Baggage, Dangerous Goods and Prohibited Articles

8.7       The Passengers shall not include in their baggage:

1. Articles which are likely to endanger the Aircraft or persons or property on board of the Aircraft, including explosives, compressed gases, corrosives, oxidizing, radioactive or magnetized materials that are easily ignited, poisonous, offensive or irritating substances and liquids of any kind and other materials on the list of the IATA Dangerous Goods Regulations;
2. Weapons unless same are declared to, and expressly accepted by, the Carrier in advance, and provided that the Passenger(s) hold all required licenses, permits and other documentation related thereto and transport thereof is made and declared by the Passenger(s) in accordance with all applicable laws, regulations or orders of any country to be flown from, into or over (including any customs regulations);

• Articles of carriage of which is prohibited by applicable laws, regulations or orders of any country to be flown from, into or over; and

1. Articles which, in the opinion of the Carrier, are unsuitable for carriage, by reason of their weight, size or character.

8.8       The Charterer agrees that the Carrier is entitled to request any passenger to permit a search to be made on his person and his baggage and may search the passenger’s baggage in his absence if the passenger is not available. If a passenger is unwilling to comply, the Carrier may refuse to carry the passenger or his baggage. Insignia Jets shall have no liability whatsoever to the passenger or the Charterer.

8.9       The Charterer acknowledges that for flight safety reasons, the baggage weight is limited and varies between different aircraft.

8.10   Insignia Jets shall not be responsible for the transport of any goods or articles which are not allowed on board the Flight.

9. EXCLUSION OF LIABILITY/INDEMNITY

9.1 The Charterer agrees and accepts that Insignia Jets is, to the full extent permissible under applicable law, expressly excluding any and all direct or indirect liability of Insignia Jets, and any of its directors, shareholders, officers, employees, representatives and agents, in connection with any injury, damage, death, loss, accident, costs or delay arising in connection with its activities and/or the provision of its services under the Agreement.  

9.2 The Carrier and Insignia Jets shall be under no liability to the Charterer for any failure by them to perform its obligations under an Agreement arising from force majeure events, including pandemics, weather conditions, war, hijacking, labour disputes or strikes of any kind (including those of Carrier personnel), riots and commotions,  lock-outs, failure to obtain airport slots, take-off, overflight, landing and/or parking permissions, Act of God, act of nature, or any other cause beyond the control of the Carrier and/or Insignia Jets including accidents to or failure of the Aircraft engines, or any other part thereof or any machinery or apparatus used in connection therewith.

9.3 The Charterer shall indemnify the Carrier and Insignia Jets against any loss, claims, demands, actions, damages, liabilities, costs or expenses of whatsoever nature caused to be suffered or incurred by the Carrier and Insignia Jets (including their respective officers, employees, agents, shareholders, or subcontractors) arising out of any act or omission of the Charterer or its passengers, officers, employees or agents in complying with any of the provisions of the Agreement and/or any carriage agreement, whether arising in contract or tort (including negligence) or otherwise.

9.4 The Carrier shall not be deemed to undertake any carriage to which an Agreement relates as a common carrier. The Charterer hereby recognises that Insignia Jets only acts as an intermediary and is not in any way responsible for the acts, omissions or defaults of the Carrier or the failure of the Carrier to perform its obligations contemplated hereunder and/or in any carriage agreement. Without prejudice to the aforesaid, Insignia Jets shall be under no liability to the Charterer or to any passenger of the Charterer in respect of any variation to, or cancellation of, any Flight by the Carrier or the non-availability of any seats which results from the acts or omissions of the Carrier, or for any failure by the Carrier to perform any Flight, and does not assume liability for any damage due to any action or omission of the Carrier or third parties or occurring out of or in connection with the Flights, whether incurred by the Charterer or by its passengers.

9.5 Any Charter performed under a Flight Order shall be subject to the conditions of carriage contained or referred to in the traffic documents of the Carrier including its applicable standard “general conditions of carriage”. These conditions are available upon request.

9.6 The indemnities contained in these Standard Charter Terms shall survive the termination of any Agreement.

10. TERMINATION

10.1 Each Agreement may be terminated immediately upon written notice from Insignia Jets or the Carrier if the Charterer:

10.1.1 defaults in the payment of any amounts payable by the Charterer on the due date; or

10.1.2 behaves in a manner which in the reasonable opinion of Insignia Jets or the Carrier is likely to bring Insignia Jets or the Carrier into disrepute or otherwise to compromise or adversely affect the reputation and standing of Insignia Jets or the Carrier; or

10.1.3 in the opinion of Insignia Jets and/or the Carrier, acting reasonably, there is the likelihood that the Charterer may be, or is, in breach of its obligations under the Agreement.

11. EFFECT OF DEFAULT

11.1 If an Agreement in respect of a Flight is terminated for a reason outlined in clause 10 above, or as a result of deemed cancellation pursuant to clause 3.2 herein, the Charterer shall (without prejudice to any other rights and remedies which the Carrier and Insignia Jets may have either in terms of such Agreement or at law) pay forthwith to Insignia Jets all amounts then due and unpaid  in respect of such Flight, together with interest thereon (if any) and the Charterer shall indemnify and keep Insignia Jets and the Carrier indemnified against all loss, damage, costs, expense, claim or liability incurred or sustained as a result of such termination and Insignia Jets and the Carrier shall be entitled to retain any monies paid by the Charterer.

11.2 The Charterer shall indemnify the Carrier and Insignia Jets against any claims by any passenger of the Charterer arising out of the termination of an Agreement.

12. SET-OFF AND APPLICATION OF MONEYS

12.1. Insignia Jets may, at any time without notice to the Charterer, set-off any amounts to be paid by the Charterer to the Carrier and Insignia Jets. The Charterer may not, under any circumstances, set-off directly amounts owed by the Charterer to the Carrier and/or Insignia Jets.

13. DATA PROTECTION
    • Insignia Jets will act as a ‘Data Controller’ in processing your personal data, in accordance with the applicable Data Protection Legislation and requirements contained therein.

• All Personal Data will be handled with care, in a confidential manner, and in accordance with the applicable Data Protection Legislation. For the purposes of these Standard Charter Terms, ‘’Personal Data’’ and ‘’Data Controller’’ shall have the meaning assigned to such terms in the General Data Protection Regulation (Regulation (EU) 2016/679).

• The processing of your data is governed by these Standard Charter Terms as well as our Data Privacy Notice and the applicable internal policies and procedure. For further information on how we process personal data, please refer to our Privacy Notice on https://www.insignia.com/privacy-policy.

14. GENERAL

14.1 Any notice required to be given under the Agreement shall be in writing and shall be deemed duly given if sent by email or through the Insignia Jets Platform.

14.2 Time shall be of the essence in respect of the Charterer's performance of its obligations under any Agreement.

14.3 Each Agreement sets out the entire agreement and understanding between the parties or any of them in connection with the Charter of the Aircraft as described herein.

14.4 No Party has relied on any warranty or representation of any other Party except as expressly stated or referred to in the Agreement.

14.5 No claims shall be made against the Carrier in respect of any representation, warranty indemnity or otherwise arising out of or in connection with the Charter of the Aircraft except where such representation, warranty or indemnity is expressly contained or incorporated in an Agreement.

14.6 No variation of an Agreement shall be effective unless made in writing and signed by both parties.

14.7 Each Agreement, including the Charter Price, payment terms and other commercial terms contained in each Agreement, are confidential to the parties and may not be disclosed to third parties without prior approval of the other party.

14.8 No failure by the Carrier and/or Insignia Jets to exercise, and no delay by the Carrier and/or Insignia Jets in exercising, any right, power of 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 or privilege. The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies provided by law.

14.9 Except as otherwise stated herein, the Charterer shall not be entitled to assign, novate or otherwise transfer any of its rights and/or obligations under this Agreement to any third parties unless it has obtained the prior written consent of Insignia Jets.

14.10 Each Agreement shall be governed by and interpreted in accordance with Maltese law and the parties hereto hereby submit to the non-exclusive jurisdiction of the Maltese Court.

14.11 Flight Orders (including any Special Conditions) may be accepted:

14.11.1 through the Insignia Jets Platform or other channels;

14.11.2 electronically (using electronic signature, advanced electronic signature, email, or otherwise) or by physical (written) signature of the relevant Flight Order and/or Special Conditions (as applicable). If the Flight Order and/or Special Conditions (as applicable) is executed electronically, the Charterer and Insignia Jets each hereby irrevocably consent to such Flight Order or Special Conditions (as applicable) being communicated, presented, and retained (wholly or partly) in electronic form; and

14.11.3 in any number of counterparts, including electronic counterparts, each of which (including electronic counterparts) will be an original but all of which together will constitute one and the same instrument. No counterpart (including electronic counterparts) shall be effective until each of the Charterer and Insignia Jets has executed at least one counterpart.