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AIR CHARTERSERVICE CONTRACT

- Terms AND CONDITIONS (T&C) -

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This text can be found on the official website of AVIAJET SERVICE LIMITED at www.aviajet.com.cy

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Table of contents

1.     INTRODUCTION, DEFINITIONS & INTERPRETATION

2.     SUBJECT MATTER & FLIGHT ORDERS

3.     GENERAL PROCEDURE & SPECIAL PROVISIONS

4.     DUTIES & RESPONSIBILITIES OF THE PARTIES

5.     PRICE, PAYMENT TERMS & INVOICING

6.     VALIDITY, TERMINATION & MODIFICATION

7.     FORCE MAJUERE

8.     SUBCONTRACTORS & THIRD PARTY SUPPLIERS

9.     NOTICES

10.   TAXES

11.   SEVERABILITY

12.   GOVERNING LAW & DISPUTE RESOLUTION

13.   RELATIONSHIP OF THE PARTIES

14.   CONFIDENTIALITY

15.   COUNTERPARTS & LANGUAGE

16.   CONTRACT SIGNATURE

NOW WITH SIGNATURE OF THE RELEVANT
FLIGHT ORDER

WITNESSETHHEREWITH MUTUALLY AGREED AS FOLLOWS:

1. INTRODUCTION, DEFINITIONS & INTERPRETATION

1.1. The Contract

ThisTerms and Conditions (T&C) (hereinafter the “T&C”) available on the official website of the Charterer shall be read together with the relevant Flight Order; both documentssupplement each other (Flight Order shall prevail), collectively form the AirCharter Service Contract (hereinafterreferred to as the “Contract”)between the Parties, and both are integral part of the Contract as if expresslyset out in the body of a single document. By signature of the relevant FlightOrder, the Customer acknowledges and confirms its comprehensive familiarizationwith the content of this Terms and Conditions (T&C). This document can bereferred to hereinafter in the text as either the T&C and/or the Contract.

1.2.  The Recitals

TheParties enter into the Contract in reliance upon the following background:

(a) The Charterer is an experiencedservice company in the field of charter air transportation services enjoying its own resourcesand infrastructure and in particular possessing aircrafts in operation, as wellas enjoying network of professional agents, operators,carriers, suppliers etc.;

(b) The Customer is intending toarrange transportation of its affiliates and passengers for its ownneeds, and

(c)   The Customer in reliance upon the Charterer’s resources,infrastructure, experience andprofessional network wishes to appoint the Charterer whoconfirms its agreement to the appointment and agrees to provide such servicesto the Customer under terms and conditions set out in this Contract.

1.3.  Definitions

Forthe purposes of this Contract, and unless the contextrequires otherwise, the following terms and definitions shall have therespective meanings given to them below or in the Clauses indicated below:

Aircraft on the ground (AOG)

The expression means that an  aircraft has some technical malfunctions which do not allow to use it for  operation of the particular Flight;

Aircraft operator

Means a company who possess  all necessary licenses, certificates and permits to maintain and operate the  particular aircraft with all safety standards;

Air Traffic slot

Means specific time  designated by Air Traffic Control Organization (ATC), reflecting capability  of airways used by the specific Flight. Air Traffic slot usually lead to CTOT  (Calculated Take-Off Time) which is available only couple hours before  operation or later and can cancel a previously obtained slot;

Aviation Authorities

Means a body responsible to  overseeing aviation industry in each particular state;

Authorities

Means any Governmental Authorities, Immigration, Customs, Aviation  Authorities, Authorities of an airport (airdrome), Air Traffic Control Organization  (ATC) and other regulating, supervising authorities, bodies  and organizations, either governmental, commercial or public, and the term “Authority” mean any of them;

Block time

Means flight time included  time for taxiing in all airports of operation of the current leg;

Cancellation fees

Means fees resulting from Flight  cancellation according to Clause 3.4,  which are payable by the Customer as a cancellation penalty;

Charterer

Means AVIA JET SERVICE  LIMITED; the Parties hereby understand and acknowledge that the Charterer is  not necessarily a carrier and the term “Charterer”  shall be understood accordingly;

Crew Duty Time

Means the period from the  time when the crewmembers arrive to an airport for the Flight operation until  the time they have to go to rest. This time may vary significantly basing on  aircraft registration, time of day, pervious schedule and following schedule,  and other operational notes;

Customer

Means the Customer whose personality is specified in the relevant Flight  Order;

Dangerous Goods

Any items and articles  being either baggage or cargo or personal belongings or animals which are  determined by and according to applicable international regulations as such,  in particular firearms, explosives, dangerous, combustible materials, etc.

De-icing

Means a technical procedure  of snow and ice removing from the aircraft necessary for safety operation of  the specific type of an aircraft in specific Weather conditions;

Ferry flight

Means a flight doing without  Passengers onboard e.g. a positioning flight;

Flight cancellation

Means an action done or  omission of an act incurred by the Customer and/or the Senior Passenger leading  to termination of a previously confirmed Flight and stopping its operation;  or any re-scheduling of the Flight by the Customer and/or the Senior  Passenger, if such is not agreed with the Charterer or such re-scheduling is  not technically possible;

Flight confirmation

Means an action done by the  Customer which shows its willingness to accept all conditions of the offered Flight  proposal and book proposed aircraft for this operation;

Flight permission

Means a special written  confirmation from Aviation Authorities of each state which regulates  operation of each particular Flight;

Flight time

Means time from aircraft  being airborne at departure airport till being landed at destination airport;

Handling agent

Means a third party company  who serves any aircraft in particular airports;

Maintenance

Means a period of time when  an aircraft should be blocked of all operations for a periodical / planned or  unplanned checks and repair;

Parties

Means both the Charterer  and the Customer, and a “Party”  means any of them;

Senior Passenger

Means  one of the Passengers playing a significant binding role under the present  Contract, whose appointment and identity must be clearly communicated by the  Customer to the Charterer within reasonable time before the relevant  Flight;

Scheduled time

Means specific time shown  in the Flight Order and reflecting estimated times of operations;

Slot

Means specific departure/arrival  time designated by airport Authorities for each concrete aircraft performing  the concrete Flight operation;

Terms and Conditions  (T&C)

Means this document from  time to time modified, amended or replaced in each case duly published on  official website of AVIA JET SERVICE LIMITED;

Weather conditions

Means specific weather in  airports of operation and on enroute for each particular Flight.

1.4.          Interpretation

Inthis Contract, unless the context requires otherwise:

 (a)            words importing one gender shall be treated asimporting any gender, words importing individuals shall be treated as importingcorporations and vice versa, words importing the singular shall be treated asimporting the plural and vice versa, and words importing the whole shall betreated as including a reference to any part thereof;

(b)            references to any Law, statute, regulation,notification or statutory provision shall include any amendment, modification,supplement, consolidation, replacement or re-enactment thereof (as the case maybe, whether before or after the date hereof), of any regulations promulgatedthereunder from time to time, and of any interpretations thereof from time totime by any Authority;

(c)            references to any agreement, instrument, deed,contract or other document shall include any amendment, amendment andrestatement, supplement or other modification thereto from time to time; 

(d)            references to “Recitals”, “Clauses” and “Schedules”are to recitals and clauses of, and schedules to, this Contract;

(e)            references to a “person” include an individual, bodycorporate wherever incorporated, unincorporated association, trust orpartnership (whether or not having separate legal personality) government,state or agency of a state or two or more of the foregoing; 

(f)             references to any person shall include such person’ssuccessors and permitted assigns under any agreement, instrument, contract orother document;

(g)            a “knowledge” of a person which is a body corporateshall be construed as the reference to the knowledge of its directors, officersor employees;

(h)            references to words such as “herein”, “hereinafter”,“hereof”, “hereto”, “hereby” and “hereunder”, and words of like import, refer tothis Contract as a whole andnot to a specific Clause or Schedule; 

(i)             words “include” and “including” shall be construedalways without limitation and general words shall not be given a restrictivemeaning by reason of the fact that they are followed by particular examplesintended to be embraced by the general words;

(j)             “in writing” and “written” includes anycommunication made by a letter or facsimile transmission, includingcommunication by electronic mail;

(k)            references to any amount in any currency shallinclude its equivalent in another currency calculated in accordance with theofficial exchange rate of the European Central Bank.

1.5.  Headings

 Clause and paragraph headingsare inserted for ease of reference only and shall not affect construction.

2 SUBJECTMATTER & FLIGHT ORDERS

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2.1.  Subject matter of the Contract

Underthe terms and conditions of the present Contract the Customer engages the Charterer, and the Charterer accepts this undertaking andundertakes, by using its resources and infrastructure and in particularaircrafts in operation, as well as experience in thefield of charter air transportation services and network of professional agents,operators, carriers, suppliers etc., to organize transportation of affiliates and passengersof the Customer (hereinafter collectivelythe “Passengers”) and their luggage (or cargo), according to anapplication of the Customer (a Flight Order).

2.2. Flight Orders

 nrelation to each concrete case (each specific Flight) the Parties agree on andexecute the corresponding Flight Order in writing in the stipulated form, each relevantFlight Order being an essential integral part of the present Contract togetherwith the T&C, detailing inter alia the following:

2.2.1. Flight Schedule and Flight details with estimated time of departure and arrival;

2.2.2. Particulars of airport /aerodrome;

2.2.3. Particulars of an aircraft;

2.2.4. Charter Price and, as the case may be,Disbursements, Extra Costs and other specific costs and specific terms ofpayment thereof etc.;

 2.2.5. Amount and terms of payment of the Cancellation Fee applicable in case wherethe Customer and/or the Senior Passenger cancel(s) the Flight by any reason oftheir own;

 2.2.6. Other material conditions between the Parties withrespect to each specific Flight.

3. GENERAL PROCEDURE & SPECIAL PROVISIONS

3.1. General procedure

 In general practice, the timeline and procedure ofcoordination between the Parties, and their mutual approval of each concrete case(each specific Flight) consists of the following:

3.1.1. Negotiating: upon request of the Customer theCharterer provides the quotation, and when agreed the Parties proceed with thefollowing step.

3.1.2. Exchange with the Flight Order: the Chartererprovides the Customer with a Draft Flight Order detailed to the extent possible,and when agreed the Customer then send to the Charterer the original FlightOrder duly signed on behalf of the Customer. Bysignature of the Flight Order, the Customer acknowledges and confirms itscomprehensive familiarization with the content of this Terms and Conditions(T&C) and therefore the Contract is concluded.

 3.1.3. The Charterer performs (procures the performance)relevant bookings as per the Flight Order.

 3.1.4. The Customer complies withpayment obligations where the case stipulates advance payments.

 3.1.5. Familiarizing the Customerand/or the Senior Passenger with all applicable terms and conditions.

 3.1.6. The Flight.

 3.1.7.  The Customer complies withthe rest payment obligations after invoicing.

 3.2. Special provisions relatedto Captain’s discretion

 Captain always has indubitable and unconditional rightto make any following decision in his absolute discretion, and shall be free ofany influence or pressure, and any such decision shall be final and binding on:

 3.2.1. Captain of the aircraft hasfull right to make any decisions about departure, landing and routing to anycertain airports, diversion of the aircraft from any scheduled destination asper the respective Flight Order (Flight Schedule), taking always in mindapplicable flight manual, rules of flight safety and ICAO and EASA flightregulations. Captain of the aircraft shall always have the unconditional rightsunder Clause 7.3.

 3.2.2.  It is exclusively and solelyfunction and authority of Captain of the aircraft to consider if the Weathercondition is acceptable or not acceptable for the Flight operation according tothe air operator flight manual, ICAO and EASA flight standards. Captain cantake any measures or procedures to prevent or to reduce the influence of the Weathercondition. In case where the Customer and/orthe Senior Passenger do not agree with the decision of Captain, Clause 3.4.2 applies.

 3.2.3. Captain of the aircraft shallhave absolute discretion to determine and decide on what load, including thenumber of Passengers, the amount and weight of accompanied baggage may safelybe carried in the aircraft on any particular Flight, as well as how such loadshall be distributed, and to determine and decide on whether any baggage toconsider as being specific or bulky luggage by either weight or volume,or as Dangerous Goods, and whether to accept such baggageto be carried or not. For this purpose, Captain shall always be entitled toinspect and examine any baggage or cargo belonging to any Passenger, and mayrefuse on his discretion to carry any baggage considered by him to be impossibleor dangerous for carriage.

 3.3. Special provisions relatedto Authorities’ discretion

 3.3.1. The Parties understand andacknowledge that flight permission, even if properly executed and requested indue time, is always subject to discretion of the issuing governmental AviationAuthorities, and in any case cannot be subject of a dispute or discrepancybetween the Parties.

 3.3.2. It is understood and agreedthat slotting of landing/departure/air traffic are entirely regulated by Authoritiesof an airport (airdrome), and Air Traffic Control Organization (ATC). The Parties acknowledge that the Authorities and relevant organizationstake into consideration the requested landing/departure/air traffic time, but alwayshave absolute priority to appoint any time for slotting, to revise the approvedtime for a slot, to deny, withdraw or move the slot any time, by any reason andwithout prior notification to the Charterer and/or the Customer and/or the SeniorPassenger.

 3.4. Special provisions relatedto cancellation of the Flight and/or change of the route

 3.4.1.       The following persons mayhave influence on the Flight including cancellation and change of the route:

 (a)    Authorities according to provisions of Clause3.3;

 (b)   Relevant air carrier;

 (c)    Captain according toprovisions of Clause 3.2;

 (d)   Customer and/or the SeniorPassenger, always subject to the provisions of Clause 3.4.2,

 provided that the Charterer shall hold control over how any Flight will be achieved, and will bethe only person entitled, in the event of objective circumstances, to demand tohave the Flight rescheduled.

 3.4.2. In case of cancellation ofthe Flight and/or change of the route by the Customer and/or the SeniorPassenger, the following provisions apply:

 (a)    In case where the Customer and/or the Senior Passenger cancels the Flightby any reason of their own a cancellation penalty (hereinafter the “Cancellation Fee”) will be applicable. Amount and terms of payment of the Cancellation Feeare detailed in the relevant Flight Order.

 (b)   As a general rule, in caseof a multi flight route the Cancellation Fee is associated to and depends onthe first leg of the multi flight route (date and time of departure from thefirst point of the route);

 (c)    All and any amendments shallbe made by the Senior Passenger, and communicated directly to the Charterer or throughthe Customer, unless the case (i) is an obvious emergency, or (ii)reasonably happens in absence of connection (where it is impossible to setcommunication with the Charterer), in which cases direct communication betweenthe Senior Passenger and Captain is acceptable.

 (d)    In case of changing of a route or re-scheduling of the Flight on demand ofthe Customer and/or the Senior Passenger, or by fault or negligence of theCustomer and/or the Senior Passenger, the Customer is responsible to makerelevant changes in the corresponding Flight Order, or propose a new FlightOrder to the Charterer,provided always that all and any additional expenses occurred in consequence ofthe changes mentioned in this Clause3.4.2 are to be covered by the Customer.

 Special provisionson limitation of Charterer’s liability

 3.5. Notwithstanding any other provisions contained in thisContract, the Charterer accepts and bears no responsibility in the followingcases:

 3.5.1. For any default or partial default in execution ofCharterer’s obligations under the present Contract and for any costs incurredor alleged, in case where the Customer is in breach of its payment obligationsunder Clause 5.

 3.5.2. For non-obtaining of necessary slots and flight permissionsfrom the relevant Authorities, where the non-obtaining resulted for reasons notdepending on the Charterer.

 3.5.3. For any delays caused by any reasons not being a faultor malfunction of the Charterer.

 3.5.4. For any delays, default or partial default inexecution of Charterer’s obligations under the present Contract in case wherethe Passengers do not accomplish legal conditions, immigrations formalities, customs formalities,medical check requirements at destination or transit countries etc. Providedalways that all and any additional expenses and Extra Costs occurred inconsequence of such non-compliance by the Customer and/or any Passenger withits obligations led to refusal by any Authorities on entry of any Passenger,are to be covered by the Customer.

 3.5.5. The Parties agree and confirm that any circumstances derivedfrom Captain’s discretion (Clause 3.2),Authorities’ discretion (Clause 3.3)and cancellation of the Flight and/or change of the route by the Customerand/or the Senior Passenger (Clause 3.4.2),are beyond of control of the Charterer, who therefore bears no responsibility forany consequences thereof, in particular for any loss, damage, costs, claimsetc., of whatsoever nature and howsoever arising as a result or consequence ofany such decisions and/or realization of discretion power by any of theabovenamed person or authority.

3.6.  Notwithstanding any other provisions contained in thisContract, the Charterer shall be under no liability to the Customer other thanto refund such part of the Charter Price which relates to the part of FlightSchedule as per respective Flight Order, that could not be performed, reducedby the amount of the direct expanses of the Charterer as well as re-directed tohim (by third parties);  provided alwaysthat such inability is not attributable to a Customer’s fault.

 3.7. In accordance with applicable legislation andinternational regulations and requirements in force, respective Aircraftoperator(s) / air carrier(s) performing the Flight as per particular FlightOrder, bear responsibility and relevant formalities, and shall be liable formatters of Passengers, baggage and cargo insurance, life and accident insurance.

4. DUTIES & RESPONSIBILITIESOF THE PARTIES

4.1. Duties and responsibilities of the Charterer

The Charterer generally undertakes to perform, orprocure to be performed, and takes full responsibility for, the following:

4.1.1. Renders the air charter services hereunder and in particular organizes a Flight and an aircraft properlymanned, equipped and fueled, in accordance with terms and conditions of thisContract.

4.1.2. Undertakes all necessaryactions and formalities to obtain necessary slots and flight permissions.

4.1.3. Provides technical readinessof an aircraft to depart on scheduled time as per corresponding Flight Order.

4.1.4. Informs the Customer and/orthe Senior Passenger on general terms and conditions of the Flight operationand special terms or restrictions, if available, onboard of an aircraft set byowner of the aircraft.

4.1.5. Informs, at earliestopportunity, the Customer and/or the Senior Passenger about all deviations,excursions or changes during preparation and performance of the Flight arisingnot by default of the Charterer, andon the possible measures undertaken or planned to undertake by the Chartererfor elimination or reduction of consequences resulting these deviations.

4.1.6. Informs the Customer and/orthe Senior Passenger on the conditions of Flight cancellation by the Customerand/or the Senior Passenger (amount and terms of payment of the Cancellation Fee shall be detailed in the respective FlightOrder according to Clause 2.2.5 above).

4.1.7. Organizes service of thePassengers onboard of an aircraft and at the airports of departure and landing inregard to the corresponding Flight Orders and according to the international andEuropean quality standards.

4.1.8.  Arrangeslliaising and communication with third parties engagedor subcontracted by the Charterer in accordance with Clause 8, coordinates the team and the crew.

4.1.9.  To the extent possiblepreliminarily informs the Customer and/or the Senior Passenger about costs ofthird parties services and goods (falling within Charter Price, Disbursements,Extra Costs and/or other specific costs).

4.1.10. In case where an aircraftmalfunction or a crew sudden illness leads to AOG and the Flight cannot beperformed or continued, the Charterer shall inform the Customer and/or theSenior Passenger immediately, and offer any suitable solution in reasonabletime to continue the Flight operation. The Charterer applies best efforts tosubstitute malfunctioned aircraft by an aircraft of the same class (or higher),however it is hereby understood, acknowledged and accepted by the Customer thatthe Charterer cannot guarantee exactly the same model, year of manufacture,cabin configuration of the aircraft or the Charter Price because it is asubject of availability.

4.2. Duties and responsibilities of the Customer

The Customer generally undertakesto perform, or procure to be performed, and takes full responsibility for, thefollowing:

4.2.1.  Always keeps responsibility fordue performance of the payment obligations stipulated under this Contract, inparticular the Charter Price and as the case may be, Disbursements, ExtraCosts, Cancellation Fee and other.

4.2.2.  In due time upon requestof the Charterer, submits to the Charterer duly signed applications for the Flight performance (the Flight Order).

4.2.3. In due time upon requestof the Charterer, provides withand confirms to the Charterer the list of Passengers (the “Passengers’ List”), their names, datesof birth, passport data and other relevant information, for purpose of the Flightoperation and obtaining all necessary slots and permissions.  The Customer always bears full responsibility for the information and any personal data including but not limited to travel documents of thePassengers (and as the case may be, their pets), passports, visas andimmigration documents, health and other certificates etc. provided to theCharterer hereunder, as well as for the validity, accuracy and completenessthereof. In events where any immigration or other Authority refuses entry toany Passenger and requires the Charterer (Aircraft operator / air carrier) totransport such Passenger to the point of origin of the Flight or to any otherpoint, the Customer shall always be responsible for reimbursement to theCharterer of any incurred Extra Costs according to Clause 5.

4.2.4. Ensures that each Passenger is in normal health, capableof undertaking the contemplated journey.

4.2.5.  Arranges arrival of the Passengers at the airport ofdeparture not later than one (1) hour prior to the time scheduled in therespective Flight Order, unless otherwise is specified therein.

4.2.6. Duly, and assoon as reasonably possible, informs the Charterer of any delays affecting the Schedule initially established as per the correspondingFlight Order, provided always that all and any additional expenses and Extra Costsoccurred in consequence of any delays by the Customer and/or any Passenger areto be covered by the Customer.

4.2.7.  Familiarizesitself and the Passengers (Senior Passenger) with standardon-board food service, catering and refreshments of the respective Aircraftoperator / air carrier performing the Flight, and communicates,or must procure any specific catering preferences or requirements to be communicatedto the Charterer at least eighteen(18) hours before the relevant Flight.

4.2.8. Within reasonable time before the Flight, appoints aSenior Passenger (playing a significant binding roleunder the present Contract) and clearly notifies the Charterer about suchappointment and the identity of the Senior Passenger.

4.2.9. Being onboardof an aircraft or in territory of an aerodrome/airport complex, acts in strictaccordance with national rules and regulations of the state, which regulate theauthorization of the Flight and the Flight itself in the moment, as well as inaccordance with special conditions and restrictions, if any, specified by theowner of the aircraft. The Charterer provides the Customer and/or the SeniorPassenger the relevant information, but the Customer and the Passengers shallfamiliarize themselves with such rules and regulations.

4.2.10.  Within reasonable time before the Flight must informthe Charterer if the Passengers wish to carry specific luggage or have they bulkyluggage by either weight or volume, or DangerousGoods, and provided the necessary prior notice is given, the Charterer shall makeall reasonable efforts to find out the capacity of baggage compartment of theaircraft. Notwithstanding the above, the Charterer and/or Captain shall always be entitled to refuse to load the entirequantity of the luggage or cargo on its or his discretion. The Customerfamiliarizes itself and the Passengers (Senior Passenger) with applicable listsof Dangerous Goods and any items and articles, which are prohibited to carry accordingto applicable international regulations and requirements, requirements ofparticular air carrier and/or Authorities, either published on Charterer’sofficial website or other resources.

5. PRICE, PAYMENTTERMS & INVOICING

5.1. Charter Price

It is mutually agreed and set out in Clause 2 above, that the Charter price (the “Charter Price”) and specific terms of payment, as well as other material conditions ofeach concrete case (each specific Flight), shall be agreed in the concrete FlightOrder executed by the Parties. The Charter Price comprises actual Flightcosts calculated depending of such factors as distance, type of aircraft, currentposition of aircraft, number of the passengers and schedule, and usually includesthe following:

5.1.1. Basic aircraft operatingcosts and provision of the crew, fuel and maintenance, accommodation and provisionof the Captain and crew and positioning of the aircraft in a departure point;

5.1.2. Costs associated withobtaining of the slot and flight permission, costs associated with airport/aerodrometerminal service (terminal / VIP lounge if such are covered by the said servicecosts), costs of service of the Handling agent, air navigation, en-route andapproach charges and costs;

5.1.3.  Standard in-flight cateringand refreshments (provision of flight meal and beverages) provided according tostandard on-board food service of the respective Aircraft operator / aircarrier performing the Flight.

5.2. Disbursements

Disbursements (hereinafter the “Disbursements”) are linked expenses and payments not usually included in the Charter Price,which are nevertheless mandatory for performance of the Flight, and includeinter alia the following:

5.2.1. Expenses associated with theFlight arrangements according to the corresponding Flight Order, such as De-icing which is payable by the Customer not only on active legs shownin the concrete Flight Order, but as well on positioning flights needed to bedone by an aircraft to comply with the concrete Flight schedule;

5.2.2. Mandatory payments levied by relevant Authoritiesand bodies in operation countries such as royalties, taxes, custom duties, levies or charges.

5.3. Extra Costs

Extra costs (hereinafter the “Extra Costs”) are expenses and costs for anyadditional options, goods and services ordered by the Customer and/or by the Passengers during the Flight, or incurred due to changing of a route or schedule of the Flight on demand of the Customer and/or the Senior Passenger, or by fault ornegligence of the Customer and/or the Passengers,as well as cost of arranging on the Customer’s demand alternativesolutions for the Flight that are more expensive, and mayinclude e.g. the following:

5.3.1.  Any costs resulting fromcircumstances derived under Clauses 3.2,3.3 and 3.4;

5.3.2.  Lounge and VIP areas and VIPterminals in case they are not covered by the airport service costs (by theCharter Price in terms of this Contract) and therefore are subject to paymentas Extra Costs;

5.3.3.  Additional ground handlingand service of the Passengers, their baggage or cargo, which are not directedby the Flight operation;

5.3.4. Ground transportation andtransfer service, car rentals, yacht charters, apartment rentals andaccommodation and any other concierge services;

5.3.5.  Any specific flight cateringand refreshments, alcoholic beverages etc. preferences and requests, not covered by standard in-flight catering and refreshmentsservice;

5.3.6. Satellite communicationsystem on board an aircraft;

5.3.7.  Any upgrade of the class ofan aircraft e.g. by model, cabin configuration, year of manufacture etc., inparticular as referred to in Clause 4.1.10;

5.3.8.  Any costs incurred inconsequence of diversion of the aircraft from any scheduled destination as perthe respective Flight Order (Flight Schedule) due to respective Captaindecision and/or requirements of air carrier and/or Authorities;

5.3.9.  Any costs occurred in consequence of any delays by theCustomer and/or any Passenger affecting theSchedule initially established as per the corresponding Flight Order, includingany demurrage and other charges chargeable by Authorities, air carriers,Handling agents etc.

5.3.10.  Any costs incurred inconsequence of non-compliance by the Customer and/or any Passenger with theirobligations hereunder including immigration formalities obligations led torefusal by any Authorities on entry of any Passenger and other.

5.4.  Pursuant to the above Clauses 5.1, 5.2 and 5.3, the actualfinal price payable in relation to the relevant Flight Order may include theCharter Price, Disbursements and Extra Costs. Cancellation of the Flight or cancellationof any leg of the multi flight route by the Customer and/or the Senior Passenger,and payment by the Customer of the relevant cancellation penalty (the CancellationFee), do not release the Customer from its responsibility to duly performpayment obligations with respect to payment of any Disbursements and ExtraCosts incurred by the Charterer during the performance of the order on theconcrete Flight.

5.5.  The Parties acknowledge thatthe CharterPrice and Disbursements are based on relevant costs, charges and expensescalculated at the date of the respective Flight Order. In the event of anyincrease of such costs, charges and expenses of whatsoever nature and howsoeverarising between the date of the respective Flight Order and the completion ofthe respective Flight Schedule, the Parties agree that the Charterer shall beentitled to adjust, accordingly, the Charter Price and/or the Disbursements bysums equal to such increase.

5.6. The Charterer shall issue aninvoice (invoices) corresponding to the relevant Flight Order and specifying the Charter Priceand as the case may be, Disbursements, Extra Costs and other specific costs orCancellation Fee, and where applicable, the adjustment specified in Clause 5.5 above. The invoices shall be sent to the Customer’s email address in accordancewith the provisions of Clause 9, and shall usually be due as follows:

5.6.1. Invoice specifying the Charter Price shall become due immediately upon presentation to the Customer;

5.6.2. Invoice specifying the Disbursements,Extra Costs and other specific costs shall become due five(5) banking days after the Charterer has sent the respective invoice to the Customer.

5.6.3.  Settlement of the Cancellation Fee shall be madewithout acceptance (debiting does not require a further authorization) from theamount paid by the Customer as a prepayment for the relevant Flight. In casewhere no prepayment has been made, the Cancellation Fee shall become due five(5) banking days after the Charterer has sent the respective invoice to the Customer.

5.7.  All payment in relation to this Contract will bemade from a Customer’s bank account to the Charterer’s bankaccount by way of a wire transfer. Unless other details are provided in the correspondingFlight Order, the Charterer’s banking details are as follows:

Bank  details statement        

ASTROBANK

SWIFT:

_____________________________

_____________________________

IBAN (International  Bank Account Number):

EUR ACCOUNT:

_____________________________

_____________________________

5.8.  All payments to be made tothe Charterer shall be paid in full without any deduction or withholdingwhether on account of any taxes or charges or otherwise. If at any timeapplicable law requires the Customer to make such deductions or withholdingfrom any such payment, the sum due from the Customer in respect of such paymentshall be increased to the extent necessary to ensure that, after the making ofsuch deduction or withholding, the Charterer receives a net sum equal to thesum which it would have received had no such deduction or withholding beenrequired to have been made.

6. VALIDITY, TERMINATION& MODIFICATION

6.1.  This Contract shall beeffective on and from the date of signature of the relevant Flight Order, andshall terminate upon completion of all obligations under the present Contractand receipt by the Charterer of all payments under Clause 5.

6.2.  This Contract may be terminatedwith immediate effect:

6.2.1. by the Charterer uponfailure of the Customer to make any payment when due in accordance with Clause 5; no other notices from the Charterereither in written or oral form are required in such case;

6.2.2.  by the Customer upon failureof the Charterer to comply with its duties under this Contract which, after receipt by the Chartererof a written notice from the Customer specifying its grounded and reasonablecomplaint, if capable of rectification is/are not rectified/remedied within twenty-four(24) hours;

6.2.3. by either Party upon theirmutual agreement.

6.3.  No alteration or amendmenthereto will be effective or enforceable unless made in writing in an agreedformat (usually in the form of a Flight Order) signed by both Parties to this Contract.

6.4. This Contract (FlightOrder(s) and the T&C) contains and constitutes the entire agreement betweenthe Parties in respect of the subject matter hereof. All prior orcontemporaneous agreements, whether written or oral, and all proposals,advertisements, brochures, understanding, communications and correspondencebetween or involving the Parties are hereby cancelled and superseded. Nor shallsuch proposal, advertisements, brochures, understandings, communications andcorrespondence be used for interpretation of the Contract.

7. FORCE MAJUERE

7.1. Neither Party to this Contractshall be under any liability to perform any of their obligations hereunder,where such duty to perform or inability to perform any obligation under this Contractis directly caused by or results from Force Majeure for so long as the ForceMajeure or the inability to perform due to such Force Majeure continues.

7.2. For the purposes of this Contract,the term “Force Majeure” shall meanany event or circumstance such as earthquake, hurricane, tornado, flooding, orother natural disaster, weather conditions interfering performance of flight,temporary aerodrome inability to accept aircraft, an interdiction of the flightby competent authorities, technical malfunction of an aircraft, or in the caseof war, action of foreign enemies, terrorist activities, labor dispute orstrike, government sanction, blockage, embargo, or failure of electrical service,governmental certificates, interdictions of aviation authorities or otherfactors or combination of events or circumstances whenever occurring which ineach case is beyond the control of either Party to this Contract, could not beavoided, prevented, overcome or mitigated with reasonable care, prudence anddiligence and materially prevents performance of a Party’s obligations underthis Contract, which either of the Parties has given notice of to the otherParty.

7.3.  In case of commencement oroccurrence of any Force Majeure event above listed, the Captain of the aircraftshall always have the unconditional right to:

7.3.1. delay or cancel thedeparture of an aircraft;

7.3.2. during the Flight, make additionalstops and landings, make necessary repair and also change a route of the Flightif that is necessary for safety and security of the Passengers.

7.4. Immediately on commencementor occurrence (and in any event as soon as reasonably practicable after thecommencement or occurrence) of any Force Majeure event (and at the end of theForce Majeure event), the Party wishing to claim the Force Majeure is obligedto notify the other Party in writing of its nature and extent and its estimatedduration and consequences, etc., and the Parties shall bear their own expenses,incurred or alleged.

8. SUBCONTRACTORS& THIRD PARTY SUPPLIERS

8.1. Forarranging the Flight hereunder and provision to the Customer andPassengers other connected necessary or desirable services, the Charterer may engage,subcontract to, or facilitate engagement of third party suppliers, air transportation companies, carriers, affiliates, agents, HandlingAgents, professional advisers etc. The Charterer enjoys a discretion in matters of such engagement andpersonality of engaged third parties.

8.2.  Where such engagement,subcontraction or facilitation of engagement take place, the Charterer undertakes lliaisingand communication with them on all and any relevant matters, coordinates theteam and the crew to the extent possible in order to achieve highest qualitystandards, and may organize due payments for their services and goods whichthen relate to the specific category (Charter Price, Disbursements, Extra Costsand/or other specific costs), and include in thecorresponding invoice, according to Clause5, and are always subject to compensation by the Customer.

8.3. The Charterer may disclose ConfidentialInformation, which is necessary to perform the respective services, to thethird parties referred to in this Clause8, provided that such disclosure is not in breach of provisions of Clause 14 below.

9. NOTICES

9.1.  Any and all notices andother communications in connection with this Contract shall be in the English and/orRussian language.

9.2.  A notice shall be in writingand sent to the addresses set out below or to such other address as theaddressee may designate by notice in writing to the other Party by letter oremail:

To the CHARTERER

COMPANY

AVIA JET SERVICE LIMITED

ADDRESS

Makarios Ave., Akamia Center, 1st floor, Office 110, P.O. Box 41096  Larnaca, 6309 Cyprus

EMAIL ADDRESS

info@aviajet.cy.com

To the customer

COMPANY

name of the Customer as per the corresponding Flight Order

ADDRESS

as per the corresponding Flight Order or  otherwise advised by the Customer

EMAIL ADDRESS

as per the corresponding Flight Order or otherwise advised by the  Customer

9.3.  A letter is deemed to bereceived, in two (2) business days after the posting of the same by prepaidlocal post or five (5) business days if the sender is outside the country of destination,and in the case of electronic transmission - according to, and subject tocompliance with, the provisions of Clause9.4 below.

9.4.  Any communication to be madebetween the Charterer and the Customer under or in connection with this Contractmay be made by electronic mail:

9.4.1.  Any electronic communicationmade by the Parties will be effective (considered as received), when sent tothe Party but only if it is addressed in such a manner as each Party hasspecified to the other Party for this purpose in this Contract;

9.4.2.  A Party to this Contractshall notify the other Party promptly upon becoming aware that its electronicmail system or other electronic means of communication cannot be used due totechnical failure. Until the first Party has notifiedthe other Party that the failure has been remedied, all notices betweenthem shall be sent by letter in accordance with this Clause 9; and until the first Party has notified the other Partythat a technical failure occurs, any email sent by the other Party to theaddress specified in this Contract for the purposes of communications (the “Authorizedaddress”) should be considered as a due notice.

9.4.3.  The Charterer acted in goodfaith upon any written instructions purportedly originating from the Customer’sAuthorized email address in accordance with this Clause 9, shall bear no responsibility nor will be in any way liablenor accountable for having acted so, notwithstanding that such instructions mayhave been given by unauthorized persons using the Customer’s Authorized emailaddress or may have been given due to technical or other failure or neglect notfollowed by a notice of revocation.

10. TAXES

Each Party to this Contract shall be liable for taxesof whatsoever sort levied upon them by the authorities in their respectiveplaces of residence, domicile or incorporation.

11. SEVERABILITY

If the whole or any part of this Contract shall be orbecome illegal, invalid or unenforceable for any reason beyond the control ofany Party, such condition or part thereof shall be deemed to be deleted fromthis Contract and the remainder of this Contract shall be valid and in fullforce and effect. If such deletion shall substantially affect or alter thecommercial basis of this Contract, the Parties shall be obligated to negotiatein good faith to attempt to redress such effects.

12. GOVERNING LAW&DISPUTE RESOLUTION

12.1.   This Contract shall begoverned by and construed in accordance with the laws of the Republic ofCyprus.

12.2.  All disputes arising underthis Contract or in connection with the effectiveness, validity,interpretation, execution or performance of this Contract or any legalrelations created by this Contract, which cannot be resolved amicably bynegotiation and/or agreement between the Parties will be submitted to andsettled by a respective Cyprus Court.

12.3.  Notwithstanding and withoutprejudice to Clause 12.2 above, theParties confirm that they will endeavour to resolve any dispute on an amicablebasis (and, if appropriate, submit to mediation).

13. RELATIONSHIPOF THE PARTIES

The Parties acknowledge and agree that the serviceperformed by the Charterer, its employees, agents or its sub-contractors, shallbe as an independent contractor and that nothing in this Contract shall bedeemed to constitute a partnership, joint venture, employment relationship orotherwise between the Parties.

14. CONFIDENTIALITY

14.1. The contents of thisContract and all information exchanged between theParties and relating to the matters hereof shall be treated as confidential (“Confidential Information”) and are notsubject to any disclosure save as referred to in Clause 14.2 below. Additionally, the Charterer will treat as ConfidentialInformation the name and identity of the ultimatebeneficial owner of the Customer and the Passengers (including withoutlimitation all information concerning his or their nationality, place ofresidence, family and business and financial affairs).

14.2.        Confidential Informationas aforesaid may be disclosed:

14.2.1.  with the other Party's prior written agreement; or

14.2.2. as strictly necessary in connection with arranging the Flight and other related services to Charterer’s servants, agents, professional advisers or air transportation companies, operators, carriers,Handling Agents, suppliers etc.;or

14.2.3.  as ordered or directed by any competent court or tribunal or to theextent required by applicable law to be disclosed to authorities, i.e. fiscalauthorities; or

14.2.4. if the information in question is already in the public domainotherwise than as a result of a breach by the Party making the disclosure.

15. COUNTERPARTS &LANGUAGE

15.1.  This Contract and the Termsand Conditions (T&C) have been prepared in the English language, and afterthe execution of the corresponding Flight Order shall be deemed an executedoriginal.

15.2.  A copy of the Terms andConditions (T&C) in the Russian language is also available on the officialwebsite of the Charterer, and may be signed between the Parties in addition tothe English version if the Customer so requests. In such a case, the Englishversion shall always prevail in interpretation if any discrepancies arise.

16. CONTRACT SIGNATURE

IN WITNESS WHEREOF by signature of the relevant Flight Order, the Customer has acknowledgedand confirmed its comprehensive familiarization with the content of this Termsand Conditions (T&C) and the Parties hereto have therefore executed this Contracton the day, month and year written in the relevant Flight Order.

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