Terms and Conditions of Service

TOTAL FLY TERMS & CONDITIONS OF SERVICE

THESE TERMS AND CONDITIONS SHALL APPLY TO ALL CONTRACTS FOR THE CHARTER OF AIRCRAFT OR THE PURCHASE OF AIRCRAFT SEATS BY CLIENTS AS ARRANGED BY TOTAL FLY ACTING AS AGENT FOR AN OPERATOR AND/OR A FLIGHT INITIATOR AND/OR CLIENTS, AS THE CASE MAY BE.
FOR THE AVOIDANCE OF DOUBT, THESE TERMS AND CONDITIONS DO NOT CONSTITUTE A CONTRACT FOR CARRIAGE BY AIR. CARRIAGE IS ALWAYS SUBJECT TO THE CONDITIONS OF CARRIAGE OF THE OPERATOR.

CLIENTS AND FLIGHT INITIATORS ACCEPT THAT TOTAL FLY SHALL HAVE NO LIABILITY WITH RESPECT TO THE OPERATION OF THE ITINERARY OR AIRCRAFT AND THAT ANY CLAIMS ARISING OUT OF SUCH OPERATION MUST BE DIRECTED TO THE OPERATOR.

TOTAL FLY MAY AT ANY TIME AMEND THESE TERMS AND CONDITIONS IN ITS ABSOLUTE DISCRETION.

  1. DEFINITIONS AND INTERPRETATION

1.1 In these Terms and Conditions:

1.1.1 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;

1.1.2 headings are given for convenience only and shall not affect interpretation;

1.2 In the event of any conflict between these Terms and Conditions and the Operator’s Conditions of Carriage, these Terms and Conditions will prevail in so far as such conflict relates to the relationship between the client and Total Fly;

1.3 The following terms shall have the following meaning, except where the context otherwise requires:

‘Aircraft’ means any aircraft for the time being operated by an Operator for the provision of an Itinerary;

‘Authorised Agent’ means a travel agent who has been authorised by Total Fly to access the Total Fly booking platform and performs certain functions acting as agent for Clients or, in limited circumstances, prospective Clients;

‘Booking Confirmation’ means the electronic confirmation provided by Total Fly to a Client and/or Flight Initiator of a booking detailing, inter alia, the Itinerary and Aircraft;

Buy Seat(s)’ means, in the context of seats sold on a Fare Share basis, the option for a Client to purchase a seat at a given price;

‘Charter Price’ means the price payable by a Flight Initiator for the charter of an Aircraft on the basis of an Itinerary as specified by the Flight Initiator;

‘Client’ means any person interest in contracting the Total Fly services and entitled to utilise aircraft and seat booking services provided through Total Fly’s website;

‘Client Conditions’ shall mean these terms and conditions of service;

‘Conditions of Carriage’ means the Operator’s general conditions of carriage for passengers and baggage current at the time of booking which are available on the Total Fly website;

Fare Share’ means, in the context of an Aircraft chartered by a Flight Initiator, the making available of surplus Aircraft seats to other Clients through Total Fly’s website, as provided for in these Conditions of Service;

Fare Share Bid’ means, in the context of seats sold on a Fare Share basis, an offer made by a Client to purchase one or more seats at a price specified by that Client;

‘Flight Initiator’ means a Client who charters an Aircraft for an Itinerary of his specification;

‘Flight Initiator’s Flight’ means the flight sector(s) forming part of an Itinerary on which the Flight Initiator and/or his passengers are passengers on the Aircraft;

‘Itinerary’ means the flight, series of flights (including any Positioning Flights) as determined by Total Fly or a Flight Initiator, as the case may be, and shall include places of departure, places of destination, any stopping points and any departure and arrival times;

‘Operator’ means the independent licensed air transport undertaking that is the actual operator of an Aircraft for the Itinerary;

‘Operator’s Terms’ means the terms pursuant to which the Aircraft is provided for the Itinerary which are available on the Total Fly website;

‘Passenger’ shall mean any person(s) whose seat has been booked and paid for by another Client through the Total Fly’s website;

‘Positioning Flight’ means the flight sector(s) forming part of an Itinerary on which the Flight Initiator or his passengers are not passengers on the Aircraft;

‘Standby Basis’ means the sale of Aircraft seats in respect of a proposed Itinerary where confirmation of the Itinerary is subject to the sale of a number of seats to be determined by Total Fly;

‘Standby Seat Price’ means the price of seat tickets advertised for sale on a Standby Basis;

Parties’ means Total Fly, Clients and/or Flight Initiators, as the case may be;

‘Total Fly’ means Total Fly Solutions SRL, P.ta Sf. Stefan 5, Sector 2 – Bucharest – Romania.

  1. GENERAL PROVISIONS

2.1 Total Fly, acting as agent for the Operator and/or the Flight Initiator and/or Clients, as the case may be, shall make available to Clients the Aircraft or seats on board the Aircraft through its website.

2.2 Carriage performed pursuant to these Client Conditions shall be subject to the Operator’s Terms and, where applicable, the Operator’s Conditions of Carriage. Clients hereby acknowledge and accept that Total Fly shall have no liability whatsoever with respect to the operation of the Itinerary or the Aircraft and that any claims arising out of the operation of the Itinerary or Aircraft must be directed to the Operator.

2.3 Clients shall be solely responsible for arriving at the specified check-in point at the departure airport in sufficient time and complying with the Operator’s Terms and Conditions of Carriage, including but not limited to luggage restrictions (as further described in the ‘Frequently Asked Questions’ section of Total Fly’s website), the carriage of pets and behavior onboard aircraft. In the event that a Client fails to arrive in sufficient time in order to participate in an Itinerary or is denied boarding on account of his failure to comply with the Operator’s Terms and/or Conditions of Carriage, Total Fly shall be under no liability whatsoever to the Client, nor shall it be under any obligation to make alternative travel arrangements for the Client. The Client should request Total Fly’s assistance with alternative travel arrangements, the Client will be liable to pay such additional charges as may be agreed with Total Fly in respect of such alternative arrangements.

2.4 Clients and passengers are responsible for obtaining all required travel documents and visas and for complying with all laws, regulations, orders, demands and travel requirements of countries to be flown from, into or through which they transit. Total Fly will not be liable for any consequences resulting from failure to obtain such documents or visas or to comply with such laws, regulations, orders, demands, requirements, rules or instructions. Clients and passengers should comply with Government travel requirements and present exit, entry and other required documents in sufficient time to complete departure procedures.

2.5 For the avoidance of doubt, Total Fly is not a ‘contracting carrier’ for the purposes of the Montreal Convention 1999.

2.6 Clients acknowledge that smoking is prohibited on all Aircraft and a Client shall indemnify Total Fly and other Client against any and all claims or liabilities arising out that Client’s failure to comply with this clause 2.6.

2.7 Clients accept full responsibility for the conduct of all Passengers for whom they have purchased seats, as confirmed in the Booking Confirmation. The Clients acknowledges that in respect of the contract of carriage by air of each Passenger they act as the Passenger’s agent. All liabilities in relation to the carriage by air of Passengers and their baggage shall be governed by the conditions of carriage of the Operator as set out in the Operator’s Terms. The Client shall ensure that each of its Passengers receives proper notice of the carrier liability provisions and these Client Terms and has received and agreed to the terms and conditions of carriage set out in the Operator’s Terms prior to a booking being made through the Total Fly’s website. Clients acknowledge and agree that Clients and Client’s Passengers are jointly and severally liable for any and all damages and in the event of any default by a Client under these Client Terms, Total Fly reserves any and all rights available at law to seek recourse against Client’s Passenger(s).

2.8 Clients acknowledge that the maximum number, weight and dimensions for both carry on and hold baggage will be stipulated in the ‘frequently asked questions’ on the Total Fly website. Clients further acknowledge that failure to comply with these requirements may result in the Operator refusing to carry their baggage on the Aircraft and that Total Fly assumes no liability whatsoever for such refusal.

2.9 Total Fly may in its absolute discretion revoke any Client’s membership with immediate effect.

2.10 Where an Operator makes Total Fly aware of changes to an Itinerary (including as regards departure time(s)), Total Fly shall endeavor to communicate such changes to the relevant Client(s) through the ‘Total Fly booking summary’ on the Total Fly website and/or by way of email. Total Fly shall be under no liability whatsoever for any failure to communicate such changes to the Client(s) concerned.

2.11 In the event that a Client fails to take a flight or flights forming part of an Itinerary for which he holds a Booking Confirmation the Client shall not be entitled to any refund from Total Fly in respect of monies paid for the Itinerary concerned, regardless of the reason for the failure to take the applicable flight(s).

2.12 In the event that an Aircraft is diverted from landing at its intended destination or is forced to return to base for reasons beyond the reasonable control of the Operator, Total Fly shall use its reasonable endeavors to provide assistance to Clients travelling on the Aircraft as regards the sourcing of alternative means of transport for the completion of their Itinerary. For the avoidance of doubt, the costs of such alternative transportation are to be paid directly by the Client(s) concerned to such third party provider(s) of the alternative means of transport, and any contract for such carriage will be concluded directly between the Client(s) and such third party. Clients acknowledge that while Total Fly may provide assistance to Clients in arranging alternative means of transport, under no circumstances will Total Fly act as agent or as principal in the provision of such alternative transport.

2.13 In the event that

2.13.1 an Aircraft is detained (whether lawfully or otherwise) by any third party (including but not limited to detention by any aviation or airport authority, overflight authority or by way of lien or requisition for hire or otherwise) whereby making completion of the Itinerary impossible; or

2.13.2 the Operator or the relevant Aircraft has an administrator, receiver, trustee or other similar person acting on behalf of a lawful authority, appointed over all or part of its assets or business and as a result the Operator is unable to perform the Itinerary at the same cost; or

2.13.3 the Operator becomes insolvent, enters into voluntary liquidation, or is compulsorily wound up;

Total Fly shall use its reasonable endeavors to source an alternative Operator who is able to operate the Itinerary (or remaining parts thereof) at a similar cost.

2.14 In the event that an alternative Operator is sourced for the provision of the Itinerary pursuant to clause 2.13, Total Fly shall make details of such alternative arrangements available to those Client(s) holding a Booking Confirmation for the applicable Itinerary. Such Clients shall be entitled to accept or decline the offer of such alternative arrangements. Where a Client declines such an offer, he is entitled to a refund from Total Fly of all funds paid in relation to the Itinerary except as regards monies which have already been paid to the Operator, for which the Client’s recourse lies with the Operator only.

2.15 Where an offer of alternative transport arrangements is accepted pursuant to clause 2.14, the Client(s) accepting such arrangements shall be liable (in equal proportion) for any costs over and above the original total cost for the operation of the Itinerary prior to the event(s) described in clause 2.13.

2.16 When a booking under these Client Conditions has been initiated through an Authorized Agent, all communications, the issue of documents and the payment and receipt of funds in respect of that booking shall be conducted through the Authorized Agent acting as agent for the relevant Client or prospective Client (as the case may be). Total Fly will only enter into direct communications in respect of such a booking with the relevant Client or prospective Client where specifically requested to do.

  1. AIRCRAFT CHARTER AND FARE SHARE SEATS

3.1 Aircraft charter by Flight Initiator

3.1.1 A Flight Initiator (or an Authorized Agent acting on behalf of a Flight Initiator or prospective Client) may submit an aircraft charter request through Total Fly’s website for an Itinerary specified by the Flight Initiator. Total Fly shall use its reasonable endeavors to offer a Charter Price in respect of the requested Itinerary.

3.1.2 Acceptance of the Charter Price is deemed to have occurred upon the receipt by Total Fly of a deposit of no less than 30% (thirty percent) of the Charter Price or any other deposit as may be required by the relevant Operator whichever is the greater. For the avoidance of any doubt, in the event where a Flight Initiator submits an aircraft charter request through Total Fly’s website for an Itinerary commencing less than 30 (thirty) days from the date of the request, 100% of the Charter Price is due before Total Fly shall issue a Booking Confirmation in respect of the Itinerary.

3.1.3 Where the aircraft charter request was submitted directly by a Flight Initiator or by an Authorized Agent acting on behalf of a Flight Initiator, Total Fly shall, upon acceptance of the Charter Price, subject to continued availability of Operator aircraft and crew, issue the Flight Initiator (or the Authorized Agent) with a Booking Confirmation in respect of the Itinerary.

3.1.4 Where the aircraft charter request was submitted by Authorized Agent acting on behalf of a prospective Client, Total Fly shall, upon acceptance of the Charter Price, issue Authorized Agent with a payment receipt. Only upon the prospective Client becoming a Client of the Total Fly programme shall Total Fly issue the Authorized Agent with a Booking Confirmation in respect of the Itinerary.

3.1.5 The balance of the total Charter Price is payable no less than 30 (thirty) days prior to the commencement of the Itinerary.

3.1.6 Where the balance of the Charter Price is not received by Total Fly in compliance with clause 3.1.5, Total Fly shall be entitled to cancel the Itinerary in its absolute discretion and shall refund deposits received less 5% (five percent) of the total Charter Price, any credit card fees incurred, and any cancellation fees due to the Operator in accordance with the cancellation provisions set out in the Operator’s Terms.

3.1.7 Notwithstanding clause 3.1.2, where a Flight Initiator (or Authorized Agent acting on behalf of a Flight Initiator or prospective Client) wishes to accept a Charter Price within 30 days of the Itinerary commencing, the Flight Initiator is only deemed to have accepted Total Fly’s offer upon receipt by Total Fly of the full Charter Price and Total Fly shall then send the Flight Initiator a Booking Confirmation in respect of the Itinerary.

3.2 Fare Share – rights and obligations of Flight Initiator

3.2.1 Fare Share shall only be available to Flight Initiators holding a Booking Confirmation issued pursuant to clauses 3.1.

3.2.2 Total Fly, acting as Agent for the Flight Initiator, shall automatically make Aircraft seating on Positioning Flights available to other Clients on a Fare Share basis. Flight Initiators shall have no right of objection in that regard.

3.2.3 Upon a Flight Initiator’s request, Total Fly, acting as Agent for the Flight Initiator, shall make surplus Aircraft seating on the Flight Initiator’s Flight available to other Clients through its website on a Fare Share or Fixed Price basis. Where a Flight Initiator’s Flight involves multiple sectors, the Flight Initiator shall specify which sectors shall be subject to Fare Share.

3.2.4 For the avoidance of doubt, where seats have been made available for sale pursuant to clause 3.2.2 or 3.2.3, a Flight Initiator shall not make surplus Aircraft seating available for sale or otherwise by any other means.

3.2.5 Surplus Aircraft seats made available to Clients pursuant to Fare Share shall be sold at a price determined in accordance with Total Fly’s cost apportioning mechanism, details of which are provided on Total Fly’s website.

3.2.6 Where one or more Clients have purchased surplus seats on an Aircraft chartered by the Flight Initiator, the Flight Initiator shall not cancel the Itinerary, notwithstanding any rights that may exist under the Operator’s Terms.

3.2.7 Subject to an administration fee of 50 Euro per seat, the Flight Initiator may change the name(s) of passengers travelling under his Booking Confirmation up to 24 hours prior to the departure of the first flight forming part of the Itinerary, subject always to Total Fly’s right to refuse such requests on reasonable grounds.

3.2.8 Where Total Fly has made surplus seats available to Clients on a Fare Share basis (on the Flight Initiator’s Flight(s) or Positioning Flight(s), as the case may be) but no such seats have been purchased, the Flight Initiator may cancel the Itinerary subject to (a) payment to the Operator of any amount due under the Operator’s Terms in respect of such cancellation and (b) payment to Total Fly of a cancellation fee of 5% of the total Charter Price. Such amounts may be deducted from any amounts paid by the Flight Initiator in respect of an Itinerary which is so cancelled and any remaining balance will be refunded to the Flight Initiator within 14 (fourteen ) days of the Flight Initiator notifying Total Fly in writing of his wish to cancel the Itinerary.

3.2.9 Where applicable, upon completion of the Itinerary, Total Fly shall reimburse the Flight Initiator a proportion of the monies received in respect of the Fare Share seat sales, such sum to be determined in accordance with Total Fly’s cost apportioning mechanism, as described on Total Fly’s website.

3.3 Fare Share – purchase of surplus seats by Clients

3.3.1 Acting as the Flight Initiator’s agent, Total Fly will advertise for sale on its website seats on Positioning Flights, and subject to a Flight Initiator’s prior instructions, seats on the Flight Initiator’s Flight(s).

3.4 Fare Share – Buy Seat(s)

3.4.1 Where seats are made available pursuant to clause 3.3.1, Clients are entitled to purchase available seats on an Aircraft on a Buy Seat(s) basis for a price as specified on Total Fly’s website.

3.4.2 Upon receipt by Total Fly of the advertised Buy Seat(s) seat price from a Client or an Authorized Agent acting on behalf of an existing Client, a contract in respect to the purchase of the relevant seat(s) for the Itinerary is deemed to have been concluded and Total Fly shall provide the Client with a Booking Confirmation.

3.4.3 Upon receipt by Total Fly of the advertised Buy Seat(s) seat price from an Authorized Agent acting on behalf of a prospective Client, Total Fly shall issue the Authorized Agent with a payment receipt. Only upon the prospective Client becoming a Client of the Total Fly programme shall a contract in respect to the purchase of the relevant seat(s) for the Itinerary be deemed to have been concluded, at which point Total Fly shall issue the Client (through Authorized Agent) with a Booking Confirmation.

3.5 Fare Share – Fare Share Bids

3.5.1 In addition to the right to purchase Fare Share seats on a Buy Seat(s) basis, Clients are entitled to make Fare Share Bids for available seats through Total Fly’s website. Fare Share Bids shall only be made by Clients at pre-defined prices and in the manner set out on Total Fly’s website. A Fare Share Bid is deemed to have been made by a Client upon the receipt by Total Fly of a non-refundable deposit of 10 Euro or as otherwise specified on Total Fly’s website. The Client will be issued with a deposit receipt by Total Fly to confirm receipt of such funds.

3.5.2 All Fare Share Bids must be made at least 72 hours prior to the commencement of the Itinerary and Fare Share Bids made within 72 hours of the commencement of the Itinerary will be automatically rejected, subject always to Total Fly’s right to close bidding for such seats at any time in its absolute discretion.

3.5.3 A Fare Share Bid remains open for acceptance by Total Fly until 72 hours before commencement of the Itinerary unless the Itinerary is cancelled or the Client withdraws the Fare Share Bid prior to acceptance by Total Fly.

3.5.4 Total Fly may accept the Client’s Fare Share Bid in its absolute discretion.

3.5.5 Where Total Fly elects to accept a Client’s Fare Share Bid, it shall provide the Client with a Booking Confirmation indicating, inter alia, the balance of the Fare Share Bid (being the Fare Share Bid less the deposit paid pursuant to clause 3.5.1) which remains payable. Upon the provision by Total Fly to the Client of the Booking Confirmation, a contract in respect to the purchase of the relevant seat(s) for the Itinerary is deemed to have been concluded.

3.5.6 The Client shall pay the balance of the Fare Share Bid to Total Fly in cleared funds within 3 business days of the time the Booking Confirmation was sent.

3.5.7 Where a Client fails to pay the balance of the Fare Share Bid within the timeframe stipulated under clause 3.5.6, the defaulting Client remains liable for the balance of the Fare Share Bid, unless Total Fly elects in its sole discretion to cancel the Client’s Fare Share Bid.

3.6 Fare Share – general provisions

3.6.1 Following the issue of a Booking Confirmation under clauses 3.4.2 or 3.5.6 a Client may not cancel a booking, notwithstanding any rights that may otherwise exist under the Operator’s Terms.

3.6.2 Under no circumstances shall Clients be permitted to arrange for the onward sale of their seat(s) to third parties, except as provided for in clause 3.6.3.

3.6.3 Following the issue of a Booking Confirmation pursuant to clause 3.4.2 or 3.5.6 a Client may ask Total Fly to substitute alternative passenger details for his name (and where relevant, the names of his passengers) up to 24 hours prior to the departure of the first flight forming part of the applicable Itinerary. Subject to the payment of an administration fee of 50 Euro Total Fly shall endeavor to make the requested change(s), subject always to Total Fly’s right to refuse such requests on reasonable grounds.

3.6.4 Total Fly shall be entitled to cancel an Itinerary in its absolute discretion. Where Total Fly elects to cancel an Itinerary, any monies received from Clients other than non-refundable deposits will be reimbursed in full and subject always to the provisions of the Operator’s Terms.

3.6.5 Where, in view of later seat purchase by other Clients on a Fare Share basis, a discount is applicable to (a) a Client’s Fare Share Bid previously accepted by Total Fly or (b) the Buy It Now price paid by a Client, a partial refund reflecting that discount will be paid to the Client upon completion of the Itinerary. The level of discount to be applied shall be based on the total number of seats sold, with the precise figure determined in accordance with Total Fly’s cost apportioning mechanism, as described on Total Fly’s website.

3.6.6 Clients purchasing seats through Fare Share on a flight chartered by the Flight Initiator accept that neither Total Fly nor the Flight Initiator has any liability for the operation the Aircraft or Itinerary and accept that any claims regarding the operation of the Aircraft or Itinerary must be directed to the Operator.

4.0 FIXED PRICE SEATS

4.1 Total Fly, acting in its capacity as agent for an Operator, may advertise fixed price seat(s) through its website for a specified Itinerary. The contract for carriage by air is concluded between each Client purchasing seat(s) and the Operator and Total Fly acts only as agent for both the Client(s) and Operator in that regard.

4.2 Upon receipt by Total Fly of the advertised seat price from a Client, a contract in respect to the purchase of the relevant seat(s) for the Itinerary is deemed to have been concluded and Total Fly will provide the Client with a Booking Confirmation.

4.3 Upon receipt by Total Fly of the advertised Buy Seat(s) seat price from an Authorized Agent acting on behalf of a prospective Client, Total Fly shall issue the Authorized Agent with a payment receipt. Only upon the prospective Client becoming a Client of the Total Fly programme shall a contract in respect to the purchase of the relevant seat(s) for the Itinerary be deemed to have been concluded, at which point Total Fly shall issue the Client (through Authorized Agent) with a Booking Confirmation.

4.4 Following the issue of a Booking Confirmation under clause 4.2 a Client may not cancel a booking.

4.5 Following the issue of a Booking Confirmation pursuant to clause 4.2 a Client may ask Total Fly to substitute alternative passenger details for his name (and where relevant, the names of his passengers) up to 24 hours prior to the departure of the first flight forming part of the applicable Itinerary. Subject to the payment of an administration fee of 50 Euro per seat Total Fly shall make the requested change(s), subject always to Total Fly’s right to refuse such requests on reasonable grounds.

5.0 STANDBY SEATS

5.1 Total Fly, acting in its capacity as agent for the Operator, may advertise aircraft seat(s) through its website for Itineraries being offered on a Standby Basis. The contract for carriage by air is concluded between each Client purchasing seat(s) and the Operator and Total Fly acts only as agent for the Client(s) and Operator in that regard.

5.2 Upon the receipt by Total Fly of a non-refundable deposit of 10 Euro or as otherwise specified on Total Fly’s website, the relevant seat(s) will be reserved for the Client, subject always to the confirmation of the Itinerary by Total Fly. The Client will be issued with a deposit receipt by Total Fly to confirm receipt of such funds.

5.3 Until such time as Total Fly confirms a Standby Flight on behalf of an Operator, a Client may notify Total Fly that it wishes to cancel its reservation on the understanding that the deposit paid pursuant to clause 5.2 will be returned less any card charges incurred by Total Fly.

5.4 Total Fly may confirm an Itinerary offered on behalf of an Operator on a Standby Basis up to 72 hours prior to the commencement of the Itinerary at its sole discretion.

5.5 Where Total Fly confirms an Itinerary pursuant to clause 5.4, it shall provide the Client with a Booking Confirmation indicating, inter alia, the balance of the Standby Seat Price (being the Standby Seat Price less the deposit paid pursuant to clause 5.2) which remains payable. Upon the provision by Total Fly to the Client of the Booking Confirmation, a contract in respect to the purchase of the relevant seat(s) for the Itinerary is deemed to have been concluded.

5.6 Following the issue of a Booking Confirmation pursuant to clause 5.5, a Client may not cancel a booking.

5.7 The Client shall pay the balance of the Standby Seat Price to Total Fly in cleared funds within 3 business days of the time the Booking Confirmation was sent.

5.8 Where a Client fails to pay the balance of the Standby Seat Price within the timeframe stipulated under clause 5.7, the defaulting Client remains liable for the balance of the Standby Seat Price, unless Total Fly elects in its sole discretion to cancel the Client’s Fare Share Bid.

5.9 Under no circumstances shall Clients be permitted to arrange for the onward sale of their seat(s) to third parties.

5.10 Following the issue of a Booking Confirmation pursuant to clause 5.5 a Client may ask Total Fly to substitute alternative passenger details for his name (and where relevant, the names of his passengers) up to 24 hours prior to the departure of the first flight forming part of the applicable Itinerary. Subject to the payment of an administration fee of £50 Euro Total Fly shall endeavor to make the requested change(s), subject always to Total Fly’s right to refuse such requests on reasonable grounds.

  1. EXCLUSION OF LIABILITY / INDEMNITY

6.1 Total Fly shall be under no obligation to a Client or any other passenger on a flight forming part of an Itinerary in respect of any variation to or cancellation of an Itinerary by the Operator (regardless of the reason therefor) and each Client hereby acknowledges to Total Fly that in any such event they shall only have recourse against the Operator.

6.2 Total Fly shall be under no liability to any Client for any failure by Total Fly to perform its obligations under these Client Conditions arising from any reason beyond Total Fly’s control, including force majeure which shall include but not be limited to labor disputes, strikes or lock-outs.

6.3 Clients shall indemnify Total Fly and keep Total Fly indemnified against any claims, demands, liens, judgment, penalties, awards, remedies, debts, liabilities, damages, costs (including, but not limited to, legal costs) demanded or sought by any passenger travelling with the Client in connection with the operation of the Aircraft or Itinerary howsoever arising.

6.4 Clients shall indemnify Total Fly and each other and keep Total Fly and each other indemnified against any claims, demands, liens, judgment, penalties, awards, remedies, debts, liabilities, damages, costs (including, but not limited to, legal costs) arising out of their conduct and/or noncompliance with these Client Terms or the Operator’s Terms, and where relevant, the conduct of other passengers travelling under their Booking Confirmation, during carriage on board an Aircraft. For the avoidance of doubt, such indemnity shall operate in respect of any claims brought against Total Fly by an Operator in respect of cancellation fees payable under the Operator’s Terms.

6.5.1 Carriage performed under these Client Conditions shall be subject always to the Operator’s Terms and Conditions of Carriage.

6.5.2 Where a booking is effected through an Authorized Agent, Total Fly shall have no liability whatsoever to a Client or prospective Client (as the case may be) arising out of or in any way connected with such Authorized Agent’s failure to comply with these Client Conditions. In such circumstances a Client or prospective Client’s sole recourse shall be against the Authorized Agent. For the avoidance of doubt, and by way of example only, the exclusion of liability under this clause 6.5.2. shall extend, without limitation, to loss and damage arising out of

  1. i) cancellation of an Itinerary by Total Fly on account of Authorized Agent’s failure to effect payment within the timeframes set out under these Client Conditions;

  2. ii) Authorized Agent’s failure to pass information (including Booking Confirmations and Itinerary changes) to a Client or prospective Client in a timely manner;

  3. iii) errors in the data or information provided by Authorized agent to Total Fly.

  1. PAYMENT TERMS

7.1 The following payment methods are accepted:

7.1.1 Bank transfer (Available for Charter Price only);

7.1.2 Debit or credit card payments;

7.1.3 Payments through other online payment systems as advertised on Total Fly’s website from time to time (please see the “Frequently Asked Questions” on the Total Fly website for further information);

7.2 All prices will be quoted in Pounds Sterling, Euros or US Dollars and payments under the terms of these Client Terms will only be accepted in one of these currencies. Any additional currency exchange charges will be the responsibility of the payee.

7.3 Save as specified in clause 7.4, the following charges will be applied to all payments made directly by way of credit or debit card:

7.3.1 Debit and Credit card transactions 2.5%;

7.3.2 American Express transactions 2.5%;

7.4 The credit and debit card charges detailed in clause 7.3 will not be applied to deposits paid under clauses 3.5.1 or 5.2.

7.5 Clients paying by way of debit or credit card acknowledge that a transaction limit may apply. Where the total cost of a transaction exceeds the relevant card issuer, card processors or online payment systems transaction limit, a Client of the Total Fly operations team will contact the Client to advise the best method for payment of the balance due.

7.7 No payment limits are applicable in respect of bank transfer or payments.

7.8 Funds paid by bank transfer and net of any fees due to Total Fly received by Total Fly in payment for flights and seats from Clients will be paid directly into a client deposit account and held in trust until such time as the payment becomes due to flight Operators. Payment for flights will be made to the Operator from the client deposit account in sufficient time to clear the Operator’s account in full at least 24 hours prior to the last time of close of banking (during normal banking hours) before the flight departure time.

In the event of a Client cancelling their confirmed flight and where cancellation fees fall due as set out in the Operator’s Terms the Client funds which are held in the client deposit account will be used to settle any such cancellation fees before any balance of funds less the original Total Fly booking fee shall be returned to the Client.

7.9 In the event that Total Fly has an administrator, receiver, administrative receiver, trustee or any other person or entity appointed over a part or all of its assets or business such entities will have no claim over the funds held in the client deposit account which will be available solely for the payment of monies owed to the Operator.

  1. GENERAL

8.1 These Client Conditions set out the entire agreement and understanding between the Parties as regards the charter of aircraft and purchase of aircraft seats as described herein. No Party has relied upon representations made to it by another Party, whether written or oral, except as is expressly contained in these Terms and Conditions.

8.2 No failure by Total Fly to exercise and no delay by Total Fly in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power of privilege. The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies provided by law.

8.3 Clients shall not be entitled to assign their benefits under these Terms and Conditions.

8.4 These Client Conditions may not be varied except with the written agreement of Total Fly.

8.5 A person who is not a party to any contract for the charter of an Aircraft or purchase of Aircraft seats made pursuant to these Client Conditions shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

  1. LAW AND JURISDICTION

9.1 These Client Conditions shall be governed by and construed in accordance with Romanian law.

9.2 The courts of Romania shall have exclusive jurisdiction to adjudicate any dispute which arises out of or in connection with these Client Terms, provided that Total Fly shall be entitled to take proceedings relating to these Client terms in any other jurisdiction.