General Terms & Conditions
These General Terms & Conditions ('General Terms') are governing the relations between the Customer and Flight Simulation Company B.V. and its subsidiary companies (hereinafter jointly referred to as FSC) and its employees, officers, agents and independent subcontractors as the case may be.
These general terms form part of any written acknowledgement from FSC or any agreement between Customer and FSC for ordered simulator training, simulator services and/or other services. The customer accepts these General Terms by making use of FSC's simulators and/or services. In case of inconsistencies between these General Terms and any agreement in which is made reference to these General Terms, the agreement supersedes these General Terms. The validity of proposals is 28 days unless specified otherwise in the proposal or the agreement. "In writing" is defined as a signed paper document or telefax or an electronic mail. Agreements or contracts shall be duly signed paper documents.
Requests for scheduling of training or simulator slots shall be made to FSC's planning & sales department in writing. Customer can make Reservations and/or Bookings. 'Reservations' are options that remain valid for one week; 'Bookings' are firm orders and qualify for cancellation fees. Within thirty days prior to the starting date of the training only Bookings can be made. FSC retains the right, at its sole discretion, to not honor requests for training in case these requests potentially conflict with FSC's business interest or to remove a simulator from the planning giving Customer at least 56 days written notice. Customer is allowed to utilize its Bookings only for employees of Customer working under a labor contract or free-lance with Customer.
3. Cancellation fees
Cancellation of Bookings by the Customer shall be made in writing to FSC's planning and sales department. FSC shall charge cancellation fees as compensation according the following principles:
- Cancellation with 56 days notice or less but more than 28 days before the startdate of the Booking: 50% of the price of the cancelled booking;
- Cancellation with 28 days notice or less before the start date of the Booking orwith no-show: 100% of the price of the cancelled booking.
- Cancellation with 57 days or more prior to the start date of the Booking,Customer can cancel up to 20% of its total annual amount of Bookings withoutcharge. In excess of 20% a cancellation fee of 25% is applicable ascompensation on all cancelled Bookings.
Shifting of a Booking qualifies as a cancellation and a new Booking.
4. Technical downtime
In case the Customer is unable to use the training equipment, such as flight simulators, etc. due to a technical failure, the customer has the option to decide to continue the training and therewith accepting the failure situation as is, or, to suspend the training. If the Customer suspends the training, Customer will be compensated with the same amount of time as was lost.
5. Remedial and/or Excess Training
- FSC will make its best professional effort to train Customer so as to meet the applicable proficiency standards; FSC cannot guarantee a successful result.
- If, after corrective efforts by FSC as part of FSC's normal training standards, Customer to the opinion of FSC requires any remedial and/or excess training in order to successfully complete the training, FSC will, without undue delay, notify Customer of such opinion, while at the same time presenting to Customer the extent of the remedial and/or excess training that FSC considers to be appropriate and the price for such remedial and/or excess training.
- FSC shall only engage into remedial and/or excess training if authorized so by Customer,
- In case Customer does not wish to authorize FSC to engage in remedial and/or excess training, FSC shall, at Customer's choice, either complete the training as is, or stop the training with immediate effect. Any decision by Customer to stop the training shall not release Customer of its obligations to pay for such training.
- FSC shall also inform Customer if trainee(s), to the opinion of FSC, is not likely to successfully complete the course, even if remedial and/or excess training would be administered. In that case, FSC is entitled to stop the training at any time without any financial reimbursement.
- Remedial and/or excess training (sessions) will be invoiced at FSC's Catalogue prices.
Customer shall be responsible for all costs related to training or Customer's use of FSC's training equipment, including but not limited to all transportation of Customer's personnel and all their living and incidental expenses, any license, certification, validation, approval, permit or any other document and the availability thereof, required by the Civil Aviation Authority, having jurisdiction of Customer, or needed for any other purpose for the performing of the training service, any costs involved for visa.
FSC will submit invoices to Customer for the amounts due FSC for ordered simulator training, simulator services and/or consultancy services. Payment shall be made in full, minimum seven (7) days prior to the start of the provision of the services regardless any internal procedures applicable with Customer. All costs related to the transfer of the payment are for the account of the Customer. Any payment not made when due shall carry interest at two (2%) percent per month. In addition, failure to pay in time may result in FSC's suspension or withdrawal of the provision of services and allocation of Customer's Bookings to other customers. This does not release the Customer of its obligation to pay while all costs arising out of the suspension or withdrawal of the training shall be for the account of the customer.
The prices stipulated in the Proposal and/or Agreement are exclusive of VAT and are free from all taxes and/or duties that are to be paid by the Customer, if applicable. It is Customer's liability to pay for any taxes and/or duties that are applicable in accordance with the legislation applicable to the Customer. FSC shall not be made liable in any circumstances to pay any taxes and/or duties that are applicable outside of the countries where FSC performs their training services.
Any agreement between Customer and FSC shall be treated by both parties as confidential and shall not be released in whole or in part to any third party without prior written consent of the other party. In case of wet-lease, Customer explicitly authorizes FSC to file and archive specific information of the student, including student's performance during the training. FSC shall not disclose such information to any third party without the prior written consent of an authorized representative of customer with the exception of disclosure to customer's regulatory authority if requested so. With the exception of disclosure to regulatory authorities, customer shall not reproduce, transmit, transcribe, store in a retrieval system or translated into any language in any form by any means, use for customer's own purpose, or disclose to any third party, any of FSC's proprietary documentation, unless specifically authorized thereto by an authorized representative of FSC.
Any material that FSC, either uses during the training or distributes to trainees for the purpose of the training, shall be for the sole purpose of such training. Customer shall ascertain that trainees or other individuals working for Customer do not carry or use such material as part of their operational material for operating the aircraft.
10. Liability and indemnification
Customer releases FSC, its associated partners, its employees, its agents and its independent contractors from any liability for, and shall indemnify and hold them harmless from and against, any and all losses, costs, damages, claims or expenses of whatever nature and regardless how caused arising out of or attributable to simulator training, simulator services and/or consultancy services, including the performance of the trainee's, the use of the training equipment by customer, and any other advice, assistance or services provided by FSC to customer, whether or not covered by a proposal or agreement, unless caused by FSC's gross negligence or wilful misconduct.
Simulator training, simulator services and/or other services include the use of data and equipment, such as navigation data, customer options and cockpit layouts, which differ from actual data and systems, when operating / flying actual aircrafts (i.e. other than in simulator situations). Customer will ensure that its employees and all persons receiving training understand and accept the foregoing and FSC shall in no event be liable in relation thereto.
Any and all possible liability of FSC shall always - to the extent legally permitted - be limited to the amount of fees invoiced and received by FSC for the services rendered by FSC during the three months preceding the event(s) giving rise to such alleged liability, provided that damages or compensation to be paid by FSC shall not be higher than actually recovered by FSC under its insurance policies. Claims for compensation and or damages must be communicated to FSC in writing within three months from the beginning of the event(s) giving rise to such claims, by want of same the right to claim relating to such event(s) will have lapsed.
Customer shall maintain any and all insurances cover for its personnel, such as but not limited to insurance covering general liability, personal injury and/or death, expenses relating to medical and dental treatment, loss or damage of personal property and/or property of FSC and liability towards third parties, whereas FSC shall not cover any direct or indirect associated costs or expenses arising out of any of these.
12. Force Majeure
Parties shall not be responsible for nor be deemed to be in default on account of delays in the performance of any agreement or these General Terms, regardless of how caused or motivated, where failure to perform or delay in performing is due wholly or in part, directly or indirectly, to any act of force majeure of FSC and/or Customer, as the case may be, as defined in the applicable laws, including removal of the training equipment from FSC by the owner(s) or rightful claimant(s) of the training equipment.
In the event of failure of a Party to comply with these General Terms and/or the agreement, that Party shall have a reasonable time, after receiving written notice from the other Party, to correct such failure. If such failure is not corrected or steps are not taken by that Party to the satisfaction of the other Party within a reasonable period of time after receipt of notice as aforesaid, the latter Party shall have the right to terminate the agreement, the proposal or any other agreement related to the training and/or services between FSC and customer, provided the failure is of a material nature.
14. Emergency provisions, safety briefing and instructor(s)
Customer will ensure that all occupants are briefed on the emergency evacuation provisions and safety features of the full flight simulator being used. Customer will ensure that its instructors will properly sign for compliance with this requirement in the Journey Log.
Customer will ensure that its instructor(s) are qualified and briefed to operate the full flight simulator
15. Severability clause
In the event that any provision of these General Terms is in whole or in part invalid or unenforceable, or in the event that these General Terms contain gaps, the validity of the remaining provisions of these General Terms shall not be affected. Instead of the invalid, illegal or unenforceable provisions, a valid and enforceable provision shall be deemed agreed upon and be retroactively valid, in the form the Customer and FSC would have agreed upon taking into account the economic purpose of these General Terms, would they have been aware of the unenforceability or lack of the relevant provision at the conclusion of these General Terms.