On this day, identified by digital submission, this Service Agreement (the “Agreement”) is between United Aviation Services FZCO (the “Service Provider”) and the person or entity identified on the Activation Form (the “Customer”) (individually a “Party” together the “Parties”).
- Both the Parties hereby agree and accept that this Agreement sets out the terms on which UAS shall provide aviation services (or any other services as agreed upon by both parties) to the Customer. This Agreement supersedes any prior agreement between the Parties, whether written or oral and any such prior agreements stands cancelled from the Commencement Date of this Agreement but without prejudice to any rights which have already accrued to either Parties.
- The Customer hereby appoints UAS as their Agent to provide Services (as defined below).
- UAS hereby agrees to provide Services to the Customer for a consideration in accordance with the terms of this Agreement.
- The following terms shall have the following meanings for the purpose of this Agreement:
- “Commencement Date” means the date of this Agreement;
- “Services” include all services requested by the Customer, whether written or oral to UAS;
- “Consideration” means the amounts listed in the Price Structure found in Appendix A: Statement of Work;
- “Term” means the period from the Commencement Date until termination of this Agreement as provided in the recitals below;
- All references to “UAS” or “Customer” shall include their employees, servants, agents, and subcontractors.
Customer has read and hereby agrees, acknowledge and accept UAS General Terms & Conditions set forth below.
UAS General Terms & Conditions
The Parties hereby agree that the UAS General Terms and Conditions set out herein shall apply to all transactions between Customer and UAS, including but not limited to, (a) all of Customers’ purchases of fuel and/or trip support services from UAS, and (b) any guaranty executed on behalf of Customer for UAS’s benefit.
UAS shall pay on behalf of Customer the navigation fees for overflying a region, country, and/or territory and shall subsequently invoice Customer for those charges along with the permit fees. Additional CAA and/or local authority charges may apply for Services in specific countries; Customer shall be invoiced accordingly.
Customer agrees that UAS shall have the right to sub-contract to any subcontractor of UAS’s choice for any part of the Services rendered in accordance with this Agreement.
Credit limits shall be established separately by UAS and subject to the terms and conditions of this Agreement. Any and all credit privileges granted to Customer shall be at the sole discretion of UAS. The Parties agree that UAS shall have the right to conduct a full credit worthiness check at any time before extending or continuing to extend credit privileges to Customer. If UAS deems necessary, UAS shall have the right to require a cash security deposit or prepayment before services are rendered to Customer. Additionally, at UAS’s request, Customer shall provide a letter of credit or credit enhancement in the form of a guarantee from a qualified provider as determined by UAS. In order to establish the appropriate credit limit of the Customer, all credit privileges granted to Customer may be changed from time to time at UAS’ sole discretion. Customer acknowledges and understands that credit extended to Customer is subject to the limitation of credit limit availability as a result of previous credit privileges utilized by Customer, including those not yet invoiced. The Parties agree that UAS shall have the right to revoke any credit privileges at any time for any reason. Customer shall immediately settle the entire amount that exceeds the credit limit fixed under this Agreement or any other outstanding amounts as demanded by UAS.
Invoicing and Payment Terms
- Unless otherwise stipulated in this Agreement, UAS shall produce the invoices from the date of provision of Services and copies of such invoices shall be sent to Customer in Adobe Acrobat (PDF) format to the email address provided by Customer in writing.
- Customer shall pay UAS all invoices due to be paid by Customer under the terms of this Agreement within the agreed Credit Period.
- If Customer intends to dispute and raise any claim on the invoices sent by UAS, such claim shall be raised and notified in writing to UAS within ten (10) calendar days from the date of invoice.
- In the event of no such claims being raised, Customer’s acceptance of services sold or procured by UAS shall be considered to be full and final and all such invoices shall be deemed to be correct and accepted by Customer.
- In the event of a claim or a dispute being raised by Customer, Parties shall attempt to settle such dispute within fifteen (15) calendar days. If the Parties fail to amicably settle the dispute or claim within the aforesaid period, Customer shall immediately settle all outstanding invoices including the disputed invoice(s) to UAS and subsequently pursue other methods deemed necessary in order to resolve the invoice(s) being disputed by Customer.
- Unless otherwise agreed to in writing, payment instructions and currency details shall be specified by UAS in each invoice. Customer shall pay all invoices in the agreed currency by wire transfer to the bank account specified in such invoice(s).
- Customer further agrees to pay any late billings/charges received from vendors, whether invoiced at the time of supply or otherwise.
Consequences of Delayed Payment
- Late Fees: In the event of a delayed or late payment, UAS shall impose a Late Fee of five percent (5%) per month on all overdue invoices. The Late Fee on overdue invoices shall accrue from the date when payment became due until the date of receipt of payment. Customer agrees to settle such Late FeesXimposed by UAS.
- Suspension of Provision of Services: UAS reserves the right to suspend further services upon failure of Customer to make any payment on time, if Customer’s account is over limit or if UAS, for any reason whatsoever, deems itself unsecure towards Customer.
- Termination of Agreement: UAS reserves the right to terminate this Agreement without notice.
- Failing to settle the overdue invoices within thirty (30) days when payment becomes due, UAS shall have following legal rights:
- Appoint Collection Agencies to recover the outstanding amount. Customer shall be liable to bear the expenses incurred by UAS in this regard;
- Initiate any legal action against Customer before a competent court to recover the outstanding amount.
- UAS shall have the right to invoke any and all statutory or equitable lien rights of those of any participating aviation merchants in connection with the enforcement of UAS’s right to payment under this Agreement, and Customer hereby authorizes UAS to file a lien for the unpaid charges, plus late fees, collection costs, attorney fees against any aircraft for which charges were incurred and made to Customer’s account with UAS. Liens filed shall apply to those aircrafts for which Services were rendered by UAS on behalf of Customer. Customer represents and warrants that Customer either owns such aircraft for which goods and services are purchased or is a lawful representative of the aircraft with the owner’s express consent to purchase goods and services for the aircraft on credit provided by UAS. If the debt remains unpaid, UAS may institute an action against Customer and or the aircraft owner to foreclose the lien and to collect the debt. Customer will be liable to UAS for all costs and expenses of lien preparation and filing, collection and litigation including, but not limited to, late charges, attorney fees, title searches, escrow fees, court and discovery costs and/or other costs incurred by UAS in enforcing its rights hereunder.
- Any other legal remedy available to UAS.
- Without limitation to any other accrued rights to which UAS may be entitled, UAS shall additionally be entitled to recover all costs and expenses resulting from the collection of past or due invoices, including, but not limited to attorney fees and expenses. Termination of this Agreement shall be without prejudice to the accrued rights and liabilities of the parties prior to termination.
Revision to Pricing
The pricing may be revised at any time, upon confirmation from UAS to Customer in writing. This can be done by email or as an amendment to this contract. If done by email it shall deemed as a part of this contract. UAS reserves the right to increase all pricing at a rate of 5% annually.
Cancellation of Services Policy
Services that are requested and confirmed and then subsequently cancelled will levy a 100% charge of the UAS fee.
Taxes & Fees
All sums payable under this Agreement are exclusive of VAT and other duties/taxes. Any taxes, fees, or other charges imposed by any governmental authority or agency upon or paid by UAS and existing at the time of service provided, shall be billed and added to the charges payable by Customer. Failure to add such charges to any invoice shall not relieve Customer from their liability to pay any taxes or fees.
UAS shall be released from its obligations to provide trip support services in the event of national emergency, war, prohibitive governmental regulation, or any other cause beyond UAS’s reasonable control rendering performance impossible. Should this occur, Customer shall immediately settle all payments owed to UAS.
Severance and Waiver
If any provision of this Agreement is declared by any judicial or other competent legally binding authority to be void, illegal or otherwise unenforceable, the remaining provisions of this Agreement shall remain in full force and effect. The failure by UAS to enforce at any time or for any period any one or more of the terms or conditions of this Agreement shall not be a waiver of them or of the right at any time to enforce all terms and conditions of this Agreement.
Indemnity and Liability
Except for the proven gross negligence or willful misconduct of UAS directly, Customer agrees and shall not make or assert any claim(s), legal or otherwise, against UAS. Customer agrees and shall indemnify UAS against any and all liability for any and all claims or suits arising from this Agreement including, but not limited to, the following:
- delay, injury or death of persons carried or to be carried by Customer;
- injury or death of any employee of Customer;
- damage to or delay or loss of baggage, cargo or mail carried or to be carried by Customer;
- damage to or loss of property owned or operated by or on behalf of, Customer.
- any third-party claim in respect of damage, death, delay, injury or loss arising from the operations of Customer.
- Any costs and expenses of any such claims or suits or similar related matters as mentioned in this Section 12.
Both Customer and UAS agree to have non-poaching responsibilities and agree to not directly or indirectly engage in the employing, partnering, or contracting with each other’s employees, customers, agents, suppliers or partners without the prior written consent from the other Party. In the event of a breach of this clause, UAS reserves the right to claim any and all damages, including consequential damages and the compensation equivalent to and loss of business as deemed by UAS.
Both Customer and UAS agree that all the information, data, reports, records, correspondence, notes, compilations, and studies disclosed by either Party to the other, whether directly or indirectly shall be considered as a Confidential Information. Neither Party shall disclose the Confidential Information to a third party without the prior written consent the other Party.
Duration and Termination
This Agreement shall continue to remain in force unless terminated by either party giving sixty (60) days’ notice in writing to the other party with a due receipt of acknowledgement. UAS shall have the right to terminate this Agreement immediately and shall have the right to deem Customer to be in material breach of this Agreement.
(a) Customer’s fails to make payments or (b) should Customer go into liquidation, bankruptcy or any analogous insolvency procedure in any jurisdiction. In the event of this Agreement being terminated in any way provided, Customer shall immediately pay to UAS all Payments owed and any other sums due under the terms of this Agreement within thirty (30) days.
Jurisdiction and Governing Law
- Liens: In order to avoid the filing of liens in multiple jurisdictions, any liens filed by UAS shall be based at UAS’s sole discretion, either upon the aircraft lien statute of the State of Texas, USA found at Section 70.301, et seq. or the applicable aircraft lien statute of the country in which the aircraft is registered, regardless of where:a. Customer resides or does business;b. The aircraft owner resides or does business;c. The aircraft was at the time such charges were incurred or the services furnished; ord. Any other jurisdiction that may otherwise be proper.Customer agrees that the venue for the enforcement of lien shall be in the State courts of Harris County, Texas, USA, regardless of diversity issues or amounts owed. Customerhereby waives all objections to the foregoing choice of law or Forum.
- Except as provided in Section 16.1 regarding the filing and enforcement of aircraft liens, any dispute arising out of or related to this Agreement shall be submitted at UAS’s discretion to: (a) the jurisdiction of Customers’ country as mentioned on page 1 of this Agreement (b) to the jurisdiction of the courts of the country of the principal domicile of Customer; (C) to the jurisdiction of the courts of the country in which any aircraft or other asset (including a bank account) of Customer is or might be located at the instigation of UAS, or (d) State courts of Harris County, Texas, USA, regardless of diversity issues or amounts owed. Customer hereby waives all objections to the foregoing choice of law or Forum. Any such aircraft or other asset shall be detained or frozen law of the prevailing jurisdiction.
Any modifications to this Agreement shall be made by a written amendment signed by both the Parties.
This Agreement contains the entire Agreement between the Parties and supersedes all previous understandings and agreements concerning the subject of this Agreement.