Training agreement & ExecutiveFlight general terms and conditions

Training agreement for (commercial) pilot

The undersigned:

Executive Flight Academy BV located at 5641 BJ Eindhoven, Apollovlinderlaan 13, the Netherlands, known to the Chamber of Commerce under number 8404 8069, represented in this matter by Mr. HJ Blommers CEO and hereinafter referred to as entrepreneur

and

Mr. …………………………………, born on ……………………………………………….

residing in ……………………………………………………….., hereinafter referred to as the client

Considering that the undersigned wish to conclude a training agreement for commercial pilots on a strictly business basis with the prices shown on the following pages:

General terms and conditions

Definitions

1.1

In these terms and conditions, “the company” or “the entrepreneur” means the user of these general terms and conditions, namely ExecutiveFlight.

1.2

In these terms and conditions, “client” means any (legal) person who has entered into or wishes to enter into an agreement with the entrepreneur, directly or through third parties.

1.3

In these terms and conditions, “other party” means the party with whom the entrepreneur concludes or has concluded an agreement for the purpose of executing the assignment given to the entrepreneur by the client.

Applicability

2.1

These general terms and conditions apply to all current and future training and charter flight offers from the entrepreneur that are listed on the website www.executiveflight.nl and to the agreements concluded between the client and the entrepreneur and the obligations arising therefrom.

2.2

The applicability of general terms and conditions of the client is expressly rejected.

2.3

In addition to these general terms and conditions, the provisions of the agreement concluded by the entrepreneur with the other party and the conditions applicable thereto also apply , insofar as they do not conflict with these terms and conditions.

Capacity of entrepreneur and nature of the activities

3.1

The entrepreneur acts exclusively in the capacity of flight school and/or intermediary/forwarder and in that capacity concludes, on behalf of and for the account and risk of the client, one or more agreements with one or more other parties, who in turn undertake to carry out the actual work.

3.2

The entrepreneur does not take out any insurance of any kind, except for a written offer made by it, which offer has been accepted in writing by the client. For more information about possible insurance, deductibles etc. during (training) flights with partners, reference will be made to these partners. In the case of Flight Training, reference is made to article 20.2

Quotations and price estimates and conclusion of agreements

4.1

The price quotes and offers are made without obligation by the entrepreneur and can be changed, adjusted or withdrawn at any time. The current status can be found in the attached training brochures ‘Airline Transport Pilot License (ATPL) @ ExecutiveFlight Explained NL or UK’ and ‘Private Pilot License PPL @ ExecutiveFlight Explained NL or UK’. NB: The online versions of these documents in Gdoc format have an update button with which you can view the latest prices.

4.2

An agreement with us will only be concluded after the company has accepted or confirmed the order in writing and the agreed amount has been paid in full.

If the agreement with us has been concluded with a consumer, a reflection period of 14 days applies.

4.3

Any changes and/or additional agreements are only binding for us if they have been confirmed by us in writing.

Prices

5.1

The prices are calculated on the basis of the rates, levies, duties, flight fees, fuel costs, wages, prices, exchange rates and other costs as charged by the other party to the entrepreneur and/or applicable at the time of issuing our offer. Unless otherwise agreed in writing, the entrepreneur is entitled to increase the price accordingly in the event of an increase in costs between the time of the conclusion of the agreement and its execution, and regardless of the foreseeability thereof.

5.2

Additional costs, including but not limited to, landing and overland fees, fuel surcharges at destination airports and additional flight fees are for the account of the client.

Payment

6.1

The client is obliged to pay the invoice sent by the entrepreneur in advance on or before the time stated in the agreement and in the currency, at the place and in the manner as stated therein. The client (both student and charter customer) must at all times maintain a positive credit balance with the company in order to be able to at least carry out all activities planned for departure without a debit balance arising upon return from the flight. In the case of flight courses lasting longer than 1 week, payment can be spread. In that case, the minimum amount to be paid in advance is 10% of the final amount due. Payment of costs that are not included in the (lesson) flight price, as well as other amounts, must take place within 1 week after sending the relevant invoice, in the same manner and in the same currency or, at the entrepreneur’s discretion, in the currency in which the entrepreneur had to pay the costs.

6.2

If the client fails to meet his flight or lesson obligations as stated in this article or does not meet these flight or lesson obligations on time, the client is automatically in default by operation of law. In that case, the cancellation conditions as stated in the flight confirmation apply or, insofar as this is not the case, the cancellation conditions used by the other party: After positioning of the aircraft 100%. Day of training flight/departure: 100% 24 hours before departure: 80% 48 hours before departure: 60% 72 hours before departure: 40% 1 week before departure 0%.

6.3

In the event of non-payment (on time), all judicial and extrajudicial (collection) costs incurred by the entrepreneur will be borne by the client. The extrajudicial collection costs also include any costs of legal assistance. The extrajudicial collection costs amount to 15% of the principal amount due, or the amount of the costs actually incurred by the entrepreneur, at the entrepreneur’s discretion.

6.4

The client is not permitted to offset any amount owed to the entrepreneur against costs incurred or damages suffered by the client.

Security

7.1

The client is obliged to provide full security for any amount owed or to be owed by the client to the entrepreneur for each (lesson) flight or at the first request of the entrepreneur.

7.2

The entrepreneur is entitled to retain goods, money and documents at the expense and risk of the client and/or the owner against anyone who requests their surrender.

7.3

The entrepreneur has a lien and a right of retention against anyone who requests delivery thereof on all goods, documents and monies that the entrepreneur has and/or will obtain in its possession for whatever reason and for whatever purpose, for all claims that it has or will obtain against the client or owner.

7.4

The Entrepreneur may also exercise the rights mentioned in this article for what is still owed to it by the Client in connection with previous orders.

Aircraft and crew

8.1

As an intermediary, the entrepreneur ensures that the aircraft, fully manned and equipped, is made available to the student or client for the execution of the business, sightseeing or training flight(s) as described in the agreement.

8.2

If the agreement concerns the transport of freight, the client must ensure that there is sufficient stowage and fastening material, the suitability of which is subject to the approval of the entrepreneur.

8.3

In the event that the agreement concerns the transport of animals or freight, the client must, at his own expense – if the entrepreneur deems this necessary – provide one or more freight or animal escorts during the agreed flight(s), which escorts must be authorised to act on behalf of the sender and recipient.

8.4

The entrepreneur has the right to replace the aircraft or aircraft type designated for the flight(s) with one or more other aircraft or aircraft type, respectively, suitable for transport.

Changes in flight schedule and flight locations

9.1

Changes and/or extensions at the request of the client to the agreed flight(s), the flight schedule or the duration of the flight(s) require the approval of the entrepreneur.

9.2

The changes and/or extensions to the agreed flight(s) mentioned in this agreement may result in changes to the charter price.

9.3

The times included in the (lesson) flight schedule are approximate and are not guaranteed. The entrepreneur is entitled to deviate from the boarding location, airport / facility for flight training. Also the flight schedule and/or the duration of the flight(s) as well as the maximum load capacity and/or the maximum number of passenger seats available to the client to reduce. The entrepreneur will never be liable if the other party fails or delays occur in the execution of the flight(s), including delays or the prevention of the execution of the agreement as a result of actions by third parties, labor disputes, strikes, force majeure or any other cause, whatever, including the destruction or defect of, or the occurrence of damage due to an accident to the aircraft or any part thereof, or to any equipment that must be used for the aircraft.

Permits

10.1

The entrepreneur shall ensure that permits from government or other authorities, necessary for the execution of the flight(s), are applied for, unless it has been expressly agreed that these will be applied for by the client. The client is obliged to act in such a way that the granting of the permits referred to here is not jeopardized and to provide the entrepreneur with such cooperation and information, data and statements as the entrepreneur deems necessary for obtaining the permits referred to here.

10.2

If the permits referred to in paragraph 1 of this article, for which the entrepreneur will provide, are refused, not granted in time or withdrawn as a result of any cause not attributable to the client, this agreement shall lapse and no charter price or fine shall be due, in which case the entrepreneur’s sole obligation shall be to repay the (lesson) flight price to the extent that it had been paid.

10.3

If, as a result of one of the causes mentioned in the first paragraph of this article, the (training) flight(s) can only be partially carried out within the travel time of the (training) flight(s), the flight price will be reduced in accordance with the conditions of the other party.

10.4

Notwithstanding the provisions of paragraphs 2 and 3 of this article, it may be agreed that the aircraft will remain at the disposal of the principal, in which case the principal will owe the entrepreneur the amounts specified in the agreement calculated from the beginning of the delay, as well as compensation for the additional costs to be incurred as a result of this oversight.

10.5

If the permits referred to in paragraph 1 of this article must be applied for by the client and these permits are not forthcoming, are refused, are not granted on time or are withdrawn, as a result of which the entrepreneur will not be able to have the flight(s) carried out in whole or in part by the other party, this agreement will lapse and the client will owe the entrepreneur the full flight price and other costs incurred, without prejudice to the entrepreneur’s right to claim full compensation from the client.

Costs

11.1

The business flight price as stated in the agreement includes all costs for maintaining the aircraft in operation, such as the costs of operating materials, maintenance and repair of the aircraft, landing, parking and storage fees, ground services and handling, maintenance of the aircraft, salary, daily allowance and accommodation costs of the crew, unless otherwise agreed.

11.2

If, between the time of the conclusion of the air transport agreement and the termination of the flight(s), the total costs for operating the aircraft and/or flight instruction, as referred to in paragraph 1, have increased, the entrepreneur has the right to pass on this increase to the client.

11.3

Not included in the (lesson) flight price are all other costs, including but not limited to the costs of ground transport on site, from departure and destination, the costs of visas, of import and export clearance, import and export duties, airport duties and other taxes or costs relating to the carrier, or to passengers, baggage or freight to be transported, as well as the costs of loading and/or unloading and/or reloading as well as those of special persons employed for this purpose, or of special equipment rented or purchased for this purpose, the costs of storage, the costs of stowage material insofar as this must be made available by the entrepreneur, as well as all special costs – such as the costs of hotel accommodation and meals not on board the aircraft, as well as the costs of transport to and from the airports which must be made by the entrepreneur for the benefit of the passengers, goods and livestock in the event of emergency landings and all other landings not provided for in this agreement.

Overhang fees and additional flight hours

12.1

The Client is obliged, as stipulated in the agreement, to pay excess fees and/or compensation for additional flight hours if it is not possible to depart at the departure times indicated in the flight schedule and/or the number of flight hours indicated in the flight schedule or deducible from it is exceeded as a result of:

1. the failure, refusal, late granting or withdrawal of permits from government or other authorities, of visas or other permits and/or documents necessary for or in connection with the execution of the flight(s) and/or the transportation; or
2. the embarkation or disembarkation of, the failure to be ready in time for the embarkation of passengers or the loading of baggage, cargo or livestock at the time specified in the agreement or scheduling; or
3. acts or omissions of the principal, his personnel or the persons he uses for the flight(s), as well as of passengers or senders of goods.

12.2

If, as a result of war or threat of war, orders or actions of governments – including civil and military aviation authorities – or health or safety reasons, or as a result of any other cause not attributable to the entrepreneur or the client, it is necessary to deviate from the flight schedule, to spend the night or wait and/or the number of flight hours indicated in the flight schedule or to be derived from it is exceeded and/or one (or more) landing(s) not provided for in the flight schedule must be made and/or insurance is taken out by the entrepreneur or the other party for the flight(s) to cover the risk(s) of molestation, the entrepreneur shall be entitled to charge the client, in addition to the agreed charter price, the actual costs incurred for one (or more) landing(s) unforeseen in the flight schedule, as well as the costs of the insurance taken out against molestation risk(s), in addition to the excess fees and/or compensation for additional flight hours as determined in paragraph 1 of this article.

Liability of the contractor or the contractor engaged by him

13.1

All actions and activities performed by the entrepreneur on behalf of the client in the context of flight training and business flights are carried out at the expense and risk of the client.

13.2

The entrepreneur is not liable for any, complete or partial, shortcomings of the other party in the performance of the agreement that the entrepreneur has concluded with the other party.

13.3

The entrepreneur is not liable for any damage unless the client proves that the damage is the direct result of intent or gross negligence on the part of the entrepreneur himself.

13.4

The entrepreneur is also not liable for any damage resulting from bankruptcy and/or suspension of payment of the other party.

13.5

The entrepreneur may invoke all defenses under the present terms and conditions against the client if the client holds the entrepreneur liable outside of the agreement for damage suffered by the client as a result of actions or omissions of subordinates and/or assistants of the entrepreneur.

13.6

Even if the entrepreneur uses his own (co)pilots and/or flight instructors, who then fall under the operational responsibility and liability of the other party, the client will waive any claim against or liability of the owners, staff, management or otherwise affiliated (temporary) employees of the company in the event of any damage(s) to the health of transported persons, flight students or property of the client.

Obligations of the client

14.1

The client is obliged to ensure that: – the travellers/passengers/students are ready to board the (training) aircraft at the agreed location in good time; – the entrepreneur and/or the other party have the required documents and information in good time; – the entrepreneur and/or the other party are provided with the requested information and/or instructions in good time; – the rules and instructions of the authorities, airport personnel and the crew of the aircraft are observed and followed, both by the client and by the travellers/passengers; – the travellers/passengers do not take any prohibited items or substances on board the aircraft, whether or not in their luggage, such as – but not limited to – alcoholic products, drugs and weapons.

Obligations of the contractor

14.2

The contractor must answer all questions of an administrative nature or otherwise relating to education within 1 week. If this is not possible, the contractor will confirm receipt of the question and indicate within what reasonable period an answer can be expected.

Liability of the client

15.1

The client is liable for all damage suffered by the entrepreneur due to a breach of the obligations as referred to in Article 14, as well as for damage caused by the fault or negligence of the client, his subordinates and/or assistants and/or travellers/pax.

Disclaimer

16.1

The client shall indemnify the entrepreneur against claims from third parties, including the other party, the subordinates and/or assistants of the client, as well as passengers/travellers related to the execution of the client’s order.

16.2

The client is at all times obliged to reimburse the entrepreneur for any amounts to be collected or subsequently collected by any government in connection with the assignment given to the entrepreneur, as well as any related fines imposed. The aforementioned amounts must also be reimbursed by the client to the entrepreneur if the entrepreneur is held liable by the other party in connection with the assignment given by the client.

16.3

The client shall indemnify the entrepreneur against subsequent revocation of the validity of flight hours, flight training, licenses or ratings by the competent authority due to violation of applicable rules, legislation or restrictions by the entrepreneur or the contractors and/or employees engaged by it in connection with the execution of the client’s order.

Duration and expiration date

17.1

This training agreement has a maximum duration of 5 years. After this period it will expire.

17.2

Any claim against the entrepreneur shall lapse by the mere expiry of the term of 9 months, unless the client is a natural person who, at the time of concluding the agreement with the entrepreneur, is not acting in the exercise of his business or profession, in which case a limitation period of 12 months applies.

17.3

The expiry period commences on the day on which the aircraft was made available to the client or should have been made available according to the flight confirmation.

Complaints and disputesexecutiveflight

18.1

This agreement is governed by Dutch law. Even if the client resides abroad.

18.2

The entrepreneur has a sufficiently well-publicized complaints procedure and handles the complaint in accordance with this complaints procedure and on a strictly confidential basis.

18.3

Complaints about the performance of the agreement must be submitted fully and clearly described to the CEO H. Blommers or one of his deputies within 7 days after the consumer has discovered the defects, who can be reached via email: info@executiveflight.nl . Complaints submitted to the entrepreneur will be answered within a period of 14 days from the date of receipt. If a complaint requires a foreseeable longer processing time, the entrepreneur will respond within the period of 14 days with a confirmation of receipt and an indication of when the consumer can expect a more detailed answer. The client and contractor will jointly attempt to find a solution within 4 weeks. All complaints that are handled will be registered and stored on Google Drive for a period of 3 years.

18.4

For complaints that cannot be resolved by mutual agreement, the client and the entrepreneur must contact Mr. John Kostermans, MfN/ADR registered mediator established in Amsterdam (hereinafter referred to as The Mediator), who will mediate and can be reached by email: kmmediation@icloud.com . The mediation rate applicable at the time of a dispute will be shared by the entrepreneur and the client. A complaint does not suspend the obligations of the entrepreneur, unless the entrepreneur indicates otherwise in writing. If a complaint is found to be justified by the entrepreneur, the entrepreneur will, at its discretion, either re-supply the services or products supplied, or cease the provision of services and refund an amount equal to the training services not yet supplied. The judgment of the appeal body is in principle binding on the institute “contractor”. Any consequences will be dealt with promptly by the institute.

18.5

If, against all expectations and after repeated attempts, the complaints procedure and the resulting mediation cannot lead to an amicable settlement between the entrepreneur and the client, then, as a “last resort”, all claims or disputes instituted by or against the entrepreneur arising from this agreement or the execution thereof may be tried by the competent court in ‘s-Hertogenbosch, unless the entrepreneur chooses or allows otherwise.

However, if a claim is nevertheless brought against the entrepreneur in a country where this choice of law is not legally considered binding, the disputes underlying such a claim will be settled by the mediator.

The period within which an out-of-court complaint handling procedure through the Mediator must be completed is 3 months, unless an extension can be granted on good grounds by both parties.

Additional supplementary general terms and conditions regarding flight training

19.1

The duration, location and order of the training are planned by the company. The entrepreneur reserves the right to deviate from this in all reasonableness, since her business concept consists of selecting those counterparties who can offer the best price/quality ratio for her customers at any given time.

19.2

The student will do everything possible to complete all aspects of the training in the time available. The student also undertakes to contact the entrepreneur immediately in case of problems and delays in the training course.

19.3

The training price as stated in the agreement includes all costs for operating the aircraft, simulators etc. of the other party(ies), the costs of operating materials, maintenance and repairs, landing, parking and storage fees, ground services and handling of interference at the home port(s), salaries, daily allowances and of the crew, unless otherwise agreed. Not included in the price of the training are so-called “third party” costs over which the company has no control:

• housing
• travel and accommodation costs during training flights for student, instructor or examiner
• government costs including license fees, medical, theory exams, etc.
• exceeding the legally required number of theory lessons, briefings, flying hours, exams, etc.
• learning materials (books, multimedia, etc.) and pilot supplies (maps, headset, protractor, logbook, etc.)
• landing, parking and storage fees and the additional costs of operating materials compared to those at the aircraft’s home base when operating at other airports.

19.4

The training duration and content and all further details can be found in the attached PPL

or ATPL training brochure which was sent to you by email and which is also available on every

page needs to be signed. (Before doing this, remember to click the update button of

Click on the relevant course to view the latest prices.)

19.5

The student must comply with local legislation and is obliged to comply with the laws in force there. In case of abuse of alcohol, drugs or other psychotropic substances, the training will be stopped immediately without prior warning and without refund of training fees. The student must observe the safety instructions and standards given by the flight school.

19.6

The client retains all information that he receives from the

contractor receives confidentially. The same applies to all other information concerning the contractor and its staff and fellow students of which he knows or can reasonably suspect that it is secret or confidential, or of which he can expect that its dissemination could cause damage. The client shall take all necessary measures to ensure that he also keeps the information referred to in paragraphs 1 and 2 of this article confidential. The duty of confidentiality described in this article does not apply to information:

1. Which was already public before the contractor learned this information or which

later became public without this being the result of a violation of

the contractor’s duty of confidentiality

1. The information made public by the contractor is based on a statutory

duty

The confidentiality obligation described in this article applies for the duration of the underlying

agreement and after its expiry.

19.6

In case of gross negligence on the part of the student, the student will be immediately removed from the course without refund of tuition fees.

19.7

Unless explicitly agreed, the student must pay the flight training costs in advance by transfer to a bank account designated by the entrepreneur. It is possible to pay for the training in small parts according to the ‘Pay as you Go’ principle. Payments already made are non-refundable, unless the client can demonstrate ‘Force Majeure’ such as: Permanent or multiple years of medical incapacity, serious illness or bankruptcy. In that case, the flight credit balance will be refunded within 4 weeks.

19.8

An obligation to pay cannot be suspended, not even if the student believes to have any right to complain. No settlement will take place without the consent of the entrepreneur.

19.9

If payment is not made within the stated period, the student will be in default by operation of law, after having been reminded by the entrepreneur at least once to still meet the payment obligation within a reasonable period, without further notice of default being necessary. In the event of late payment, interest will be charged on the amount due. The interest due is 1.25% per month, unless the statutory interest is higher, in which case the statutory interest applies. In addition, administration costs may be charged with a minimum of € 25 per invoice.

20.0

In addition to the aforementioned interest and administration costs, all extrajudicial costs related to the collection of a claim on the student will also be recovered by the entrepreneur. These costs amount to at least 15% of the amount to be claimed with a minimum of € 100. In the event that the student fails to meet the payment obligations as referred to in Article 19.8, the entrepreneur has the right to terminate the agreement and/or hold the student liable for any damage resulting therefrom.

Executive Flight and Student

20.1

The entrepreneur and student are entitled to reschedule the training agreement at any time up to a minimum of 10 days before the start of the training flight or training. Within this period, cancellation costs of 50% apply.

20.2

If people are injured or die in a flight training situation and/or if any damage whatsoever occurs, the contractor will in no case be held liable by the client. However, if damage occurs to aircraft, equipment or otherwise (incl. 3rd parties), the insurance of (partners of) the other party will often reimburse (part of) the damage. The insurance company and/or the other party will always determine a certain deductible that must be reimbursed by the client without delay. This limited deductible may lapse if the insurance company and/or the other party and/or the authorities are of the opinion that the damage(s) are the result of illegal operations, operations that have not been carried out in accordance with the operations manual or other documents in this regard of the other party or the contractor. Damage(s) that are the result of so-called “gross neglect” are also often not eligible for compensation. In these cases, 100% of the damage(s) that have occurred can be charged to the client. NB All insurances exclude the life of the pilot and/or student pilot from the passenger coverage. The insurance conditions can change per aircraft and/or counterparty. For a precise overview of coverage and liability, explicit reference is made to the insurances of the counterparties used.

20.3

Cancellation of a training course that has already started is always possible. Partial payments already made according to the ‘Pay as you go’ principle are however irrevocable and non-refundable.

20.4

The student or tenant obliges himself to adhere to the house rules of the contractor and/or any other party used during the training. A copy of the house rules in question is always available for inspection and will be made available in the language of origin if desired.

20.5

The student or tenant is not allowed to make any teaching material available to anyone for personal use and/or to copy it. If this does happen, all possible claims from rights holders/owners of the copyrighted material will be charged directly to the student/tenant, for which the only proof is the digital watermark that is applied to all Ebooks, CBTs, etc. In particular if the material appears on a torrent site, the personal liability is unlimited.

20.6

Both during and after the termination of this agreement, the contractor will maintain complete confidentiality with regard to all information known to him/her regarding the client and the activities of the client, as well as information about persons working for the client, if and to the extent that this information is of a confidential nature or the client has expressly imposed confidentiality on the contractor.

________________________________________________________

Please sign this document and initial each of the pages.

Read and agreed,

……………………………………………………………d/d …………………………………………….