TERMS AND CONDITIONS

    EMPTY LEG FLYING TERMS & CONDITIONS

    Fahrenheit International LLC: 400 Rella Blvd. Ste. 207-298 Montebello, NY 10901

    These Empty Leg Flying terms & conditions govern access to the Empty Leg Flying Platform for the facilitation of aircraft charter services. These Empty Leg Flying terms & conditions do not constitute a contract for Carriage by air. Contracts for carriage will be concluded between Members and aircraft operators and will be subject to operators’ terms and conditions of carriage. Empty Leg Flying is not a contracting or common Carrier. To the fullest extent permitted by law, Empty Leg Flying assumes no liability whatsoever in relation to the use of the Empty Leg Flying platform, the performance of an itinerary, or related operation of aircraft.

    DEFINITIONS AND INTERPRETATION
    Unless the context otherwise requires, in these Member Conditions:

    • Aircraft means any aircraft for the time being operated by an Operator for the provision of an Itinerary;
    • Booking Confirmation means the electronic confirmation provided by Empty Leg Flying to a Member detailing, inter alia, the Itinerary and Aircraft booked through the Empty Leg Flying Platform;
    • Charter Price means the price payable by a Member for the charter of an Aircraft for the performance of the Itinerary, including Empty Leg Flying’s Handling Charge. Unless otherwise confirmed in writing by Empty Leg Flying the Charter Price shall not include (a) catering, (b) additional services (including any ground transport and helicopter transfers), (c) any increase in costs after the date of Booking Confirmation, including security costs, aviation insurance premiums, fuel, air passenger duty, airport charges or similar costs relating to the operation of the Aircraft or any part of the Itinerary, and (d) de-icing, weather-related or hangarage costs, airfield fire category upgrades, access to VIP lounges and terminals, fuel stops or out of normal hours airport charges;
    • Claims has the meaning provided in Clause 7;
    • Conditions of Carriage means the Operator’s general conditions of carriage for passengers and baggage, as accessible on Empty Leg Flying’s website;
    • Control means, in relation to a person who is not an individual (the Entity), being owned or controlled directly or indirectly (a) by another person who
      • (i) holds (directly or indirectly) more than 50% of the shares or other ownership interests in the Entity or
      • (ii) holds (directly or indirectly) more than 50% of the voting rights in the Entity or
      • (iii) holds the right directly or indirectly to appoint or remove a majority of the board of directors of the Entity. Controlled shall be construed accordingly;

    Designated Person means a person (being any individual, any other bodies with legal personality (such as companies), as well as organizations, associations, or groups of persons) who (i) is the target of a sanctions regime in any jurisdiction (including without limitation a person or an entity that has been designated under regulations 5 and/or 6 of the Russia (Sanctions) (EU Exit) Regulations 2019) or has been included on the sanctions lists published by the UN Security Council Sanctions Committee, the Foreign Commonwealth & Development Office, the European Commission Financial Stability Financial Services, HM Treasury, the Office of Financial Sanctions Implementation and Capital Markets Union and/or the US Office of Foreign Assets Control or (ii) is a terrorist, a member of a foreign terrorist organization, a member of an organization that assists or provides support to a foreign terrorist organization, a proliferator of weapons of mass destruction, a narcotics trafficker, or any other similar designation or (iii) is owned or Controlled (directly or indirectly) by, or acting for or on behalf of, countries targeted by the Sanctions;
    Empty Leg Charter means a Member’s charter of an Aircraft for an Itinerary that is wholly contingent upon the completion of a separate charter flight by a third party;
    Funds means any funds received from the Member and/or the Passenger and which are within Empty Leg Flying’s possession or control;
    Handling Charge means the charge imposed by Empty Leg Flying in consideration for its role as intermediary in securing the Itinerary through the Empty Leg Flying Platform, being the equivalent of 10% of the costs charged by Operator;
    Indemnitee means Empty Leg Flying and, in relation to any company comprised within Empty Leg Flying, its officers, directors, shareholders, employees, agents, and subcontractors;
    Itinerary means the flight or series of flights booked through the Empty Leg Flying Platform and shall include places of departure, places of destination, any stopping points, and any departure and arrival times;
    Laws means any laws, statutes, regulations, and codes relating to (a) anti-bribery, anti-corruption, anti-money laundering, terrorist financing, unfair and prohibited business practices (including but not limited to, the UK Bribery Act 2010, Sanctions and Anti-Money Laundering Act 2018 and the US Foreign Corrupt Practices Act), the Russia (Sanctions) (EU Exit) Regulations 2019 (in each case as amended from time to time) and/or (b) the Sanctions;
    Member means any person registered with Empty Leg Flying and so entitled to utilize the Empty Leg Flying Platform;
    Member Conditions shall mean these Empty Leg Flying Terms & Conditions;
    Operator means the third-party independent licensed air transport undertaking that is the actual operator of an Aircraft for the Itinerary as specified in the Booking Confirmation;
    Operator’s Terms means the terms pursuant to which the Aircraft is made available to a Member for the performance of the Itinerary, as accessible on Empty Leg Flying’s website;
    Passenger means any person other than cabin or flight crew traveling on an Aircraft booked by a Member through the Empty Leg Flying Platform;
    Parties means, as the context may require, Empty Leg Flying, Members, and Passengers;
    Russian Citizen means a citizen of Russia (which shall include without limitation any person who holds a Russian passport, whether or not they also hold a passport issued by another jurisdiction);
    Sanctions means the political economic or trade restrictions (including without limitation travel bans) which have been implemented against target countries, groups, and individuals by the relevant sanctions authorities, including, inter alia, the UN Security Council Sanctions Committee, the Foreign, Commonwealth & Development Office, the European Commission, Financial Stability, Financial Services and Capital Markets Union, the HM Treasury, and the Office of Financial Sanctions Implementation and the US Office of Foreign Assets Control, with the explicit aim of maintaining or restoring international peace and security;
    Supplementary Invoice means an invoice for any costs, charges or expenses which arise out of the performance of the Itinerary but fall outside the scope of the Charter Price;
    Empty Leg Flying means Empty Leg Flying Limited (a company incorporated in England and Wales with company number 07115927) and/or Empty Leg Flying Inc (a company incorporated in Delaware, USA with company number C3667099) and/or any holding company (as defined in section 1159 of the Companies Act 2006) of either of them;

    Empty Leg Flying Platform means the aircraft charter brokerage platform available at www.emptylegflying.com, by telephone, email, or any other contact method by which Empty Leg Flying makes certain information, reservation, payment, and scheduling services available to Members in relation to their charter of aircraft from third-party Operators.
    In these Member Conditions:

    except where the context makes it inappropriate, the masculine gender shall include the feminine and vice versa and the plural shall include the singular and vice versa;
    headings are given for convenience only and shall not affect interpretation;
    In the event of any conflict between these Member Conditions and the Operator’s Terms and/or Conditions of Carriage, these Member Conditions will prevail insofar as such conflict relates to the relationship between Empty Leg Flying and its Members.
    USE OF THE EMPTY LEG FLYING PLATFORM
    Subject to Clause 2.4 below, only Members may book aircraft charters through the Empty Leg Flying Platform. Members hereby engage and Empty Leg Flying accepts such engagement to act as the Member’s broker with regard to arranging charter services on behalf of the Member with a third-party Operator. Members confirm, acknowledge and agree that:
    in making services available through the Empty Leg Flying Platform, Empty Leg Flying acts as solely as the agent for the Member and the intermediary between Members and Operators in arranging aircraft charters;
    Empty Leg Flying does not and will not operate as an air carrier and it does not own, operate or maintain aircraft;
    these Member Conditions do not constitute a contract for carriage by air, and no such contract will be entered into between Empty Leg Flying and Members;
    Empty Leg Flying is not a contracting carrier for the purposes of the Montreal Convention 1999, nor is it a common carrier;
    all flights booked through the Empty Leg Flying Platform are provided by third-party Operators, with the contract of carriage in respect of such flights being entered into directly between an Operator and the Member (through Empty Leg Flying acting as agent for the Member);
    carriage shall at all times be subject to the Operator’s Terms and (where applicable) Conditions of Carriage;
    they are of sufficient legal age and capacity to enter into legally binding agreements, including these Member Conditions;
    they shall without delay make a copy of these Member Conditions, the Operator’s Terms and (where applicable) the Conditions of Carriage available to all Passengers; and
    A third party may not access the Empty Leg Flying Platform or make bookings on behalf of a Member unless expressly authorized to do so by that Member and on the condition that such third party brings these Member Conditions, the Operator’s Terms, the Conditions of Carriage (where relevant), and all communications from Empty Leg Flying and/or the Operator to the express attention of the Member without delay and obtains the Member’s agreement to all such terms and communications.
    AIRCRAFT CHARTERS
    A Member may request either (a) an on-demand charter (an On-Demand Charter) or (b) to book an empty leg charter (an Empty Leg Charter) using the Empty Leg Flying Platform. For the avoidance of doubt, the specific provisions applicable to Empty Leg Charters are set out in clause 4 below.
    Upon receiving a charter request from a Member, Empty Leg Flying will confirm whether it accepts the request (such acceptance to be determined at Empty Leg Flying’s sole discretion) and, if so, provide the Member with a quote for the Itinerary (the Charter Price) and a request for payment of a non-refundable deposit (the Deposit). Unless otherwise agreed by Empty Leg Flying, the Member shall pay:
    a Deposit equivalent to 30% of the Charter Price where the Itinerary commences more than 30 days after the charter request date; or
    the full Charter Price where the Itinerary commences within 30 days of the charter request date,
    upon receipt of which Empty Leg Flying will issue the Member with a Booking Confirmation and make the relevant travel arrangements with the Operator on behalf of the Member. For the avoidance of doubt, a Member request for a charter does not create any binding obligation upon Empty Leg Flying until such time as a Booking Confirmation has been issued by Empty Leg Flying.
    A Member is required to pay the remaining balance of the Charter Price no later than 30 days prior to the commencement date of the Itinerary unless otherwise agreed with Empty Leg Flying. If the Member fails to pay the balance of the Charter Price within the specified time period, Empty Leg Flying reserves the right to cancel the Booking Confirmation and, if such cancellation is made less than 30 days before the start of the Itinerary, return a sum to the Member equivalent to 70% of the Charter Price, save where clause 9.2 applies. Empty Leg Flying will retain the remaining 30% of the Charter Price as a cancellation fee. The Member will not be entitled to receive any additional compensation in relation to the cancellation of the Booking Confirmation. Empty Leg Flying may cancel a Booking Confirmation at any time, returning the Deposit to the Member.
    Members will be responsible for payment of any Supplementary Invoice, and the provision of catering and additional services not included in the Charter Price.
    Empty Leg Flying will notify Members without delay of any change to the Itinerary notified by the Operator and/or any cancellation or delays.
    Except in the case of cancellation or delay pursuant to clause 2.4 above, Empty Leg Flying will not make any refunds of the Charter Price or any part thereof in the event of the non-performance by a Passenger of an Itinerary booked through the Empty Leg Flying Platform.
    EMPTY LEG CHARTERS
    A Member may request to book an Empty Leg Charter through the Empty Leg Flying Platform.
    Notwithstanding any other provisions of these Member Conditions, Members acknowledge and agree that:
    an Empty Leg Charter is contingent upon the performance by the relevant Operator of a separate charter flight booked by a third party and as such is subject to change or cancellation at short notice;
    if an Empty Leg Charter becomes unavailable at any time (including after a Booking Confirmation has been issued), Empty Leg Flying will use its reasonable endeavors to find a replacement Aircraft but shall have no liability to Members in the event that no such replacement Aircraft can be found.
    Empty Leg Flying will return the Charter Price to the Member where an Empty Leg Charter booked by that Member is canceled by Empty Leg Flying or the relevant Operator prior to the scheduled departure date of the Itinerary unless otherwise agreed between Empty Leg Flying and the Member. In such circumstances, the Member shall have no additional remedy against Empty Leg Flying for such cancellation.
    In the event that an Empty Leg Charter is canceled on the scheduled departure date of the Itinerary or partway through the Itinerary, the Member shall only be entitled to a refund of that proportion of the Charter Price relating to the unperformed part of the Itinerary unless otherwise agreed between Empty Leg Flying and the Member.
    GENERAL
    Unless otherwise agreed with Empty Leg Flying, if a Member requests any variation to the Itinerary that is subsequently accepted by the Operator, such variation may incur additional costs. Empty Leg Flying will notify the Member of any variation to the Charter Price resulting from such variation as soon as practicable.
    Empty Leg Flying may at its discretion issue a Supplementary Invoice in respect of any further costs arising from the performance of the Itinerary that are not included in the Charter Price (including but not limited to, de-icing costs and costs incurred by the Operator as a result of delays to the Itinerary not attributable to the Operator or Empty Leg Flying).
    Unless otherwise agreed with Empty Leg Flying, a Member is solely responsible for providing (and ensuring that Passengers provide) any information and documentation required for the performance of the Itinerary (including but not limited to, visas, entry permits and any other required travel documentation). Members and Passengers must comply with all applicable laws and regulations and the requirements of relevant immigration, customs, airport, and other authorities.
    Members shall procure that Passengers comply with any instructions issued by the Operator and/or Empty Leg Flying and shall indemnify Empty Leg Flying and the Operator in respect of any claims, costs, damages, or expenses arising from any non-compliance by a Passenger.
    Empty Leg Flying shall not be liable for any loss, damage, cost, or expense arising from a delay to or cancellation of an Itinerary where such delay or cancellation arises directly or indirectly from any act, omission, or default on the part of the Member and/or Passengers.
    Empty Leg Flying’s role as intermediary shall not prevent the Member from entering into separate arrangements with Operators, provided that any such arrangements do not adversely affect the performance of the Itinerary booked through the Empty Leg Flying Platform.
    PAYMENT
    Unless otherwise agreed with Empty Leg Flying, the Charter Price and any Supplementary Invoices shall be payable in full in cleared funds within the timeframes specified in these Member Conditions or in any event prior to the commencement of the Itinerary. Empty Leg Flying accepts payment by bank transfer, debit/credit card, and such other methods as may be specified on the Empty Leg Flying Platform from time to time.
    Where payments are made in a currency other than GBP, EUR, or USD, the Member shall be responsible for any currency exchange or other charges arising from the payment.
    Empty Leg Flying shall be entitled to hold Funds received from a Member in a separate client deposit account and shall only be obliged to pay Funds to the relevant Operator upon receipt of a Booking Confirmation and in accordance with these Member Conditions. Any interest earned on Funds held in such client deposit account shall accrue to Empty Leg Flying.
    LIABILITY AND INDEMNITY
    To the fullest extent permitted by law, Empty Leg Flying shall not be liable to Members or Passengers for any loss, damage, cost, or expense arising directly or indirectly from the use of the Empty Leg Flying Platform or the performance of an Itinerary, save where such loss, damage, cost, or expense arises directly from the gross negligence or willful misconduct of Empty Leg Flying.
    Members agree to indemnify and hold harmless the Indemnitee against any and all claims, costs, damages, or expenses arising directly or indirectly from:
    any breach by the Member of these Member Conditions, the Operator’s Terms, or the Conditions of Carriage;
    any act, omission, or default on the part of the Member and/or Passengers;
    any failure by the Member to comply with applicable laws or regulations.
    MISCELLANEOUS
    These Member Conditions, together with the Operator’s Terms and Conditions of Carriage, constitute the entire agreement between the Parties relating to the subject matter hereof. No modification or waiver of any provision of these Member Conditions shall be effective unless agreed in writing by Empty Leg Flying.
    Empty Leg Flying may amend these Member Conditions at any time, with such amendments taking effect from the date they are posted on the Empty Leg Flying Platform. Any booking made prior to such amendments shall be subject to the Member Conditions in force at the time of booking.
    If any provision of these Member Conditions is found to be invalid or unenforceable, such provision shall be severed from the remainder of these Member Conditions, which shall continue in full force and effect.
    GOVERNING LAW AND JURISDICTION
    These Member Conditions shall be governed by and construed in accordance with English law. The Parties hereby submit to the exclusive jurisdiction of the English courts in respect of any dispute arising out of or in connection with these Member Conditions or the use of the Empty Leg Flying Platform, provided that Empty Leg Flying shall be entitled to commence proceedings in any other jurisdiction where it considers it appropriate to do so.
    COMPLIANCE WITH LAWS AND SANCTIONS
    Members shall not use the Empty Leg Flying Platform in any way that breaches any applicable local, national, or international law or regulation.
    Members shall not use the Empty Leg Flying Platform if they are, or if they are acting on behalf of, a Designated Person or a Russian Citizen, or if they are otherwise the subject of any Sanctions.
    Empty Leg Flying may in its sole discretion:
    refuse to accept or process any booking or other request from a Member if it considers that such booking or request may violate any applicable law or regulation, including without limitation any Sanctions;
    block or freeze any Funds, including refunds, if it considers that such action is necessary to comply with any applicable law or regulation, including without limitation any Sanctions.
    Empty Leg Flying may carry out background checks on Members and/or Passengers as it considers necessary to comply with its legal and regulatory obligations.
    These Member Conditions set out the terms upon which Members may use the Empty Leg Flying Platform to request and book aircraft charters. By using the Empty Leg Flying Platform, Members agree to be bound by these Member Conditions

    TERMS AND CONDITIONS:
    The Aircraft Replacement Cover is limited. As soon as Empty Leg Flying becomes aware of technical difficulties or sick crew that results in the operator not being able to perform your flight, Empty Leg Flying will use its reasonable endeavours to offer a suitable replacement aircraft. The aircraft may not be the same size as originally booked but would be suitable for the number of passengers to complete the trip in as timely fashion as possible. The cost of any such alternative transportation shall be for the account of the Member named in the original Booking Confirmation, with any such costs to be settled in full prior to the commencement of any alternative transportation. The replacement aircraft cannot be sourced by any other broker or agent unless pre-approved by Empty Leg Flying. Empty Leg Flying does not guarantee any timeframe for positioning a replacement aircraft. Empty Leg Flying will not reimburse you for any loss associated with weather delays/flight diversions/alternative airport landing or increased landing fees; delay as a result of airport or ATC closures; delay or replacement cost due to an accident involving the chartered aircraft; hotel cost/meals or related expenses; or any consequential losses as a result of any delay. This list is not limited. Empty Leg Flying reserves the right to change or withdraw the cover at any time.