Terms and Conditions

ARTICLE 1 DEFINITIONS AND APPLICABILITY

1. For the purposes of these Terms and Conditions, please note the following:
   • The private company HeliCentre BV will henceforth be referred to as HeliCentre BV.
   • Any authoritative person of HeliCentre, including the Accounts Manager, Manager Flight Operations, Manager Ground Operations, Maintenance Manager, Quality Manager, pilot on duty, flight instructor, or Chief Ground Crew will henceforth be referred to as Officer of HeliCentre BV.
   • Any client of HeliCentre BV, whether he is a renter, student, passenger or customer will henceforth be referred to as Customer.
2. These Terms and Conditions apply to and are part of all offers, agreements and other legal actions of HeliCentre BV with regards to rendering services or carrying out work.
3. Additional and / or deviating conditions of Customer or third parties do not legally bind HeliCentre, unless explicitly accepted by HeliCentre BV in writing.
4. In this text, the personal pronoun he also means she, and his also means her.

ARTICLE 2 QUOTES AND ORDER CONFIRMATION

1. All HeliCentre BV quotes are non-binding and valid until 14 days after the quote date, unless agreed otherwise.
2. After acceptance of the offer by Customer, and the subsequent approval by HeliCentre, both parties sign the order confirmation. This means Customer agrees with HeliCentre BV’s delivery terms and the specific agreements stated in the order confirmation.

ARTICLE 3 PRICES AND PAYMENT

1. The prices and rates as stated in the quotes are in Euros, and excluding VAT. The prices apply to to-be rendered services in the quote and / or (concept-) order confirmation. Additional or exceptional services are charged separately.
2. HeliCentre BV always reserves the right to charge Customer variable costs, including, however not exclusively, logistical- and transport taxes, fees, an increase in purchase price for helicopter flights, permits, materials, fuel and transport costs.
3. Without HeliCentre BV’s permission, Customer is not allowed to commercially use the helicopter(s) and / or increase prices / rates for profitable purposes.
4. If Customer deviates from that which has been originally agreed upon by Customer and HeliCentre BV, Customer will be charged costs accruing for additional work at the prices and / or rate valid at the time of implementation.
5. Subsequent calculation happens retrospectively, in response to the actually flown time and possible extra costs.
6. The agreed upon amount must be paid to and received by HeliCentre BV in full, not more than three (3) days after the execution date.
7. If Customer fails to meet the final payment deadline, by law he is deemed to be in default of payment. From that moment onwards, Customer owes an interest payable of 1% of the due amount on a monthly basis, where a part of a month counts as an entire month. In addition, Customer owes HeliCentre BV a compensation for extrajudicial collection costs.
8. The extrajudicial collection costs come to 15% of the due amount.
9. If the payment term is exceeded, HeliCentre BV reserves the right to suspend all her agreed obligations, as well as to, after notice of default, rescind the agreement without legal intervention, by means of a statement in writing, sent via registered post. HeliCentre BV will also apply these rights in case Customer is declared bankrupt, in case Customer is granted suspension of payment, or in case Customer’s company is terminated or being liquidated.
10. Invoices must be paid before the final payment date as indicated on the invoice. If an invoice does not state an explicit payment date, a payment term of 30 (thirty) days applies.
11. All Customer payments to HeliCentre BV with regards to unpaid invoices are deducted from the earliest unpaid invoice yet to be paid by Customer, regardless of any other indication by Customer.
12. Any Customer appeal to suspension, settlement or deduction is not permitted.

ARTICLE 4 EXECUTION

1. The agreed dates and times set for HeliCentre BV carrying out her tasks are target times, which are non-binding.
2. HeliCentre BV will notify Customer of the expected execution date from the agreement as soon as possible, though within two weeks of receiving Customer’s order. If HeliCentre BV notices that the execution of the agreement cannot not take place on the agreed date and time, HeliCentre BV will notify Customer of a new date and time of the execution of the agreement as soon as possible, though within two weeks of receiving Customer’s order.
3. Customer reserves the right to cancel the agreement by means of a written statement sent via registered post, for three working days after receiving the notification, as stipulated in article 4.2 with regards to the agreed time of execution. Failing to produce such a notification, Customer is deemed to agree with the altered delivery, and Customer cannot claim any compensation, nor demand to cancel the agreement.
4. HeliCentre BV is entitled to suspend the execution of the agreement as soon as Customer has not met his obligations towards HeliCentre BV. This suspension applies until Customer has finally met his obligations.
5. HeliCentre BV is free to change helicopter capacity at all times. The price will be recalculated based on the number of passengers, and thus per passenger.

ARTICLE 5 SAFETY AND TRAINING

1. HeliCentre BV takes great care of the safety of its flight operations and the safety conditions of the crew and the helicopters, both on a national- and European certified AOC-level. Regular inspections are part of that (internally and by the IVW) as are extensive training courses. That is why it might be necessary for:
   1. Customer to condone HeliCentre BV official joining (part of a) flight or operation and / or that IVW joins a flight or supervises;
   2. A crew member in training to join a flight or an operation

   Naturally, the level of disturbance for Customer is limited as much as possible.

2. Customer ensures no dangerous- or illegal substances or objects are brought along on rented helicopters or operations, none of these have been packed in one’s baggage or otherwise taken on board the helicopter. HeliCentre BV is not responsible for lost or damaged items or other valuables.
3. Every passenger must have a valid form of identification that must be shown to a HeliCentre BV official upon request. Tickets are personalised: one per individual
4. A HeliCentre BV official can cancel or change an assignment at all times, suspend or stop the execution, or refuse one or more passengers, if, in his professional opinion, a safe flight execution cannot be realised. In this case, Customer is not entitled to any compensation. Customer will be charged costs incurred by HeliCentre BV, for example, costs made by third parties or actually flown minutes.
5. The captain of the helicopter is qualified to give orders to everyone on board, passengers included. Passengers are obliged to follow orders.

ARTICLE 6 FORCE MAJEURE

1. Force majeure means: circumstances that hinder HeliCentre BV meeting their demands / fulfilling their agreements, for reasons that cannot be attributed to HeliCentre BV. These include, and not exclusively (if and in so far as the circumstances make it impossible or unreasonably difficult to honour obligations): flight-technical reasons (one of them being certain weather conditions), governmental obstruction, company malfunctioning, malfunctioning in energy- or material supply, telephone failure, transport delay, strike, late delivery by suppliers, and illness or death of a person paramount to the project. In case of force majeure, HeliCentre BV is entitled – at all times – to cancel the agreement orally, followed by a written statement sent via registered post, in which case Customer cannot claim any form of compensation.
2. In case of temporary force majeure, HeliCentre BV has the right to extend the term within which the work needs to be completed; the to-be extended period equals the length of time of the temporary hindrance. In case of temporary force majeure, Customer can demand cancellation of the agreement if – within reason – Customer cannot be expected to agree with the delay of the task, without entitling him to any form of compensation.
3. Customer can only claim annulment of the agreement within three working days after HeliCentre BV has notified Customer of the delay of the execution.

ARTICLE 7 CANCELLATION

1. 1. If Customer wishes cancel the agreement between himself and HeliCentre BV, for whichever reason, Customer is obliged to compensate HeliCentre BV as follows:
   • 25% when cancelling in the period of up to 4 weeks prior to the agreed execution date;
   • 50% when cancelling in the period of 2 to 4 weeks prior to the agreed execution date;
   • 75% when cancelling in the period of 2 to 1 week prior to the agreed execution date;
   • 90% when cancelling in the period of 1 week to 1 day prior to the agreed execution date;
   • 100% when cancelling on the day of the agreed execution date.
2. To calculate the height of the compensation, HeliCentre BV uses the day on which HeliCentre BV received a written notification from Customer that states Customer’s wish to cancel the agreement.
3. If the damage to HeliCentre BV as a direct consequence of the agreement cancellation is higher than the compensation calculated in article 6.1, Customer is obliged to pay this actual damage amount to HeliCentre BV. Actual damage costs include cancellation costs HeliCentre owes third parties as a direct result of the cancellation, as well as costs already incurred by HeliCentre BV.
4. When renting helicopters, the following applies: If Customer (renter) wishes to cancel an agreed rental vehicle, this needs to happen at least 48 hours before the start of the rental period. If Customer (renter) cancels within this time frame, HeliCentre BV will charge Customer at least 30% of the agreed-upon flight time at the rate that is current at that time.
   Set terms do not apply if cancellation is due to Customer (renter) not being medically equipped to fly, or when the weather, or other flight-technical issues, hinder a safe flight execution.

ARTICLE 8 LIABILITY

1. HeliCentre BV is not responsible for any damages to persons or things caused by or during the execution of services and / or work, unless the damage is due to an intentional act or gross negligence on the part of HeliCentre BV. In case third parties hold HeliCentre BV responsible to damages caused prior to, during, or after offering services and / or carrying out work, Customer will indemnify HeliCentre BV.
2. HeliCentre BV is not responsible for damages caused by or during the execution of services / work due to Customer or third parties not honouring measures put in place to ensure public order and safety.
3. Should HeliCentre BV be responsible, HeliCentre BV’s liability is limited to the limit as determined by HeliCentre BV’s liability insurance.
4. HeliCentre BV’s liability is limited to the extent determined in this article. Customer indemnifies HeliCentre BV for any claims made by third parties.

ARTICLE 9 DISPUTES AND APPLICABLE LAW

1. Dutch law is applicable to any agreement between HeliCentre BV and Customer, as well as to all resulting or related disputes of the execution thereof.
2. If Customer has any objections to invoices issued by HeliCentre BV or an amount collected via direct debit, these objections need to be reported to HeliCentre BV in writing within 14 (fourteen) days after the invoice date or the direct debit date. Once that term has passed, Customer has acknowledged the invoiced or cashed amount.
3. If Customer believes that HeliCentre BV’s delivered product or services do not live up to the standards both parties have agreed upon, Customer must notify HeliCentre BV in writing within 14 (fourteen) days after delivery, or within 14 (fourteen) days from the moment Customer could be reasonably aware of the alleged failure.

ARTICLE 10 TERMINATION

1. Each party is entitled to terminating the agreement extrajudicially if the other party imputably defaults meeting the actual obligations arising from the agreement and if this defaulting, after having been appropriately notified of this deficiency in writing, is not rectified within a reasonable time frame.
2. Dissolution does not relieve Customer of any payment obligation of costs already incurred by HeliCentre BV for delivered products and / or services, unless HeliCentre BV’s particular product or service is in default.
3. HeliCentre BV is entitled to terminating the agreement with immediate effect, without requiring any default, and without HeliCentre BV having to pay Customer any compensation, in case Customer is granted temporary or permanent suspension of payment, Customer has been filed for bankruptcy, (part of) Customer’s goods have been seized, or in case Customer’s company is being liquidated or terminated.
4. Immediately after terminating the agreement, for whichever reason, Customer discontinues to use the products and / or results of services made available and returns all documents and other materials that have been made available to Customer as part of the agreement.