AXIS Aviation

FBO Master Terms and Conditions

These master terms and conditions govern the Fixed Based Operations and ground handling services provided at Lanseria International Airport and Cape Town International Airport by Absolute Flight Services (Pty) Ltd, Absolute Aviation Cape Town (Pty) Ltd and AXIS Aviation (Pty) Ltd (the FBO).

1. Definitions and Interpretation:

  1. Aircraft: any aircraft, helicopter, equipment, aircraft documents, baggage, cargo or property owned, operated, leased, managed or controlled by the Client or brought to the FBO Facility in connection with the Client.
  2. Airport: Cape Town International Airport and/or Lanseria International Airport.
  3. Airport Authority: the airport owner, airport operator, aerodrome licence holder, landlord, airport management body, security authority, customs or immigration authority, air traffic service provider or any other authority having jurisdiction over the Airport or FBO Facility.
  4. Applicable Law: all South African laws, regulations, by-laws, directives, permits, airport rules and lawful instructions applicable to the parties, the Aircraft, the Airport, the FBO Facility or the Services.
  5. Baggage: means all luggage, suitcases, personal effects, carry-on items, crew baggage, passenger belongings, equipment, valuables, documents, cargo-like items and other movable property accompanying passengers, crew members or the Aircraft, whether checked, unchecked, handled, stored, transferred or transported through the FBO Facility or in connection with the Services.
  6. Charges: all fees, tariffs, service charges, fuel charges, parking charges, hangarage, after-hours charges, third-party costs, airport charges, levies, taxes, VAT, disbursements, interest, collection costs and other amounts payable by the Client.
  7. Client: the aircraft owner, operator, management company, pilot-in-command, crew member, dispatch agent, handling agent, payer or any person requesting, receiving or benefiting from the Services, as the context requires.
  8. Dangerous Goods: articles or substances as classified in the Applicable Law which are capable of posing significant hazard to health, safety, property or environment when conveyed by aircraft.
  9. FBO: Absolute Flight Services (Pty) Ltd, Absolute Aviation Cape Town (Pty) Ltd and Axis Aviation (Pty) Ltd and its officers, employees, contractors, subcontractors, agents and authorised representatives, where the context permits.
  10. FBO Facility: the lounge, office, hangar, apron area, ramp area, parking bay, storage area, access route, vehicle area, terminal interface or any facility from which Absolute Flight Services (Pty) Ltd, Absolute Aviation Cape Town (Pty) Ltd and Axis Aviation (Pty) Ltd provides Services.
  11. Pilot-in-Command or PIC: the pilot designated by the operator as being in command and charged with the safe conduct of a flight, without regard to whether or not he or she is manipulating the controls.
  12. Service Request: a request, booking, handling instruction, fuel instruction, quotation acceptance, email, telephone instruction, operational message, scheduling note or other instruction for Services.
  13. Services: the FBO, ground handling, ramp, passenger, crew, lounge, parking, hangarage, towing, fuel coordination, dispatch assistance, third-party coordination and ancillary aviation support services described in these Terms and Conditions, an SLA, a quotation or a Service Request.
  14. SLA: a client-specific service level agreement, operational service schedule or service appendix issued under and subject to these Terms and Conditions.
  15. Third-Party Services: services supplied by third parties, including catering, maintenance, engineering, cleaning contractors, transport, hotels, security, medical assistance, customs brokers, fuel suppliers, airport services and trip support providers.
  16. In these Terms and Conditions, words importing one gender include the other genders, the singular includes the plural and vice versa. References to legislation include amendments, replacements and subordinate legislation. Headings are for convenience only and do not affect interpretation.

2. Appointment and Application

  1. The Client appoints the FBO to provide the Services at the applicable Airport and FBO Facility on the terms set out herein.
  2. These Terms and Conditions applies to every Service Request, quotation, invoice, tariff, handling request, parking arrangement, short term hangarage arrangement, fuel coordination request, lounge use and other service provided by the FBO to or for the Client.
  3. The Client is bound by these Terms and Conditions when it signs them, accepts a quotation, submits a Service Request, brings an Aircraft to the FBO Facility, uses the Services, pays an invoice, or permits any of its representatives to request or receive Services.
  4. Where the person requesting Services is not the Aircraft owner, that person warrants that it is authorised to bind the owner, operator and payer. The owner, operator, management company and payer are jointly and severally liable for the Charges to the maximum extent permitted by law.

3. Scope of Services

  1. Subject to availability, confirmation, operational constraints, safety requirements and payment arrangements, the FBO may provide or coordinate the following Services:
  2. aircraft arrival, departure and ramp handling;
  3. marshalling, ramp supervision, aircraft positioning coordination and movement coordination;
  4. GPU / ground power coordination, potable water and lavatory servicing coordination;
  5. fuel uplift coordination and related fuel administration;
  6. passengers meet-and-greet, VIP facilitation, lounge access and concierge assistance;
  7. crew support, crew transportation coordination and accommodation coordination;
  8. baggage loading, unloading and transfer assistance;
  9. aircraft parking, apron allocation coordination and overnight / long-term parking arrangements;
  10. hangarage where available and confirmed in writing;
  11. aircraft towing, repositioning and pushback coordination where applicable;
  12. aircraft cleaning coordination and cabin preparation;
  13. coordination with air traffic control, airport authorities, customs, immigration, security, fuel suppliers and other third parties;
  14. slot and permit coordination assistance where requested and available;
  15. catering, transport, hotel, maintenance, security, medical and other Third-Party Services coordination.
  16. The FBO does not provide aircraft maintenance, engineering certification, customs or immigration decisions, medical care, cargo acceptance, dangerous goods acceptance or handling, insurance coverage or security escort outside the Airport unless expressly agreed in writing and lawfully permitted.

4. Service Requests, Bookings and Prior Notice

  1. The Client shall submit Service Requests as early as reasonably possible and shall provide accurate operational information, including Aircraft registration, Aircraft type, estimated arrival and departure times, passenger and crew manifests, special handling requests, fuel requirements, parking or hangarage requirements and Dangerous Goods declarations where applicable.
  2. Recommended notice periods may be set out in agreements ancillary to these Terms and Conditions. Failure to provide recommended notice may result in delayed, limited or unavailable Services.
  3. A Service Request is subject to acceptance by the FBO. Acceptance may be express or implied by performance.
  4. The Client shall promptly notify the FBO of changes to schedule, passenger numbers, crew requirements, Aircraft status, security requirements, customs or immigration requirements, Dangerous Goods, cargo, catering, transport or any other operational matter relevant to the Services.
  5. The FBO may prioritise Services based on safety, confirmed bookings, operational urgency, prepayment, regulatory requirements, airport instructions, Aircraft size, quick-turnaround operations and available staff or infrastructure.

5. Authority to Act on Instructions

  1. The FBO may rely on instructions received from the Client, Aircraft owner, operator, lessee, management company, dispatch personnel, handling agent, pilot-in-command, crew member or any person who reasonably appears authorised to issue operational instructions.
  2. The Client warrants that each person issuing instructions to the FBO has authority to bind the Client, Aircraft owner, operator and payer for the Services and Charges arising from those instructions.
  3. The FBO is not liable for loss arising from acting on instructions that it reasonably believed were authorised, except to the extent caused by its wilful misconduct or gross negligence.
  4. The FBO may require written confirmation, prepayment, proof of authority or security before acting on any instruction, particularly where the instruction involves fuel, towing, hangarage, third-party disbursements, credit exposure, unusual handling or regulatory risk.

6. Client, Operator and Pilot-in-Command Responsibilities

  1. The Client remains responsible for the Aircraft, passengers, crew, baggage, cargo, documents, manifests, permits, clearances, customs and immigration compliance, Dangerous Goods compliance, airworthiness and operational control.
  2. The pilot-in-command retains ultimate responsibility for the Aircraft and the safe conduct of the flight and shall remain responsible for accepting fuel type and quantity, towing instructions, aircraft configuration, door operation and any Aircraft-specific limitations.
  3. The Client shall ensure that the Aircraft is airworthy and safe for movement, towing, parking, fuelling and handling and that all technical limitations, towing restrictions, fuel limitations and special instructions are disclosed before Services commence.
  4. The Client shall ensure that crew, passengers and contractors follow FBO and Airport Authority instructions and do not enter restricted or airside areas without proper authorisation and escort.
  5. The Client shall ensure that all personal belongings, valuables, cash, jewellery, electronic devices, documents, medication and fragile items are properly packed, declared where required and retained by passengers where appropriate.

7. Aircraft Arrival, Departure and Ramp Operations

  1. Aircraft handling on arrival and departure is subject to airport rules, air traffic control instructions, stand allocation, apron availability, weather, safety conditions and available staff or equipment.
  2. The FBO may provide marshalling, ramp supervision, arrival and departure coordination, passenger and crew transfer coordination, baggage transfer, fuel coordination and other handling support as requested and available.
  3. The FBO does not assume operational control of the Aircraft. All flight; technical and operational decisions remain with the operator and Pilot-in-Command.
  4. The Client shall comply with airside safety requirements, speed restrictions, pedestrian routes, smoking prohibitions, mobile phone restrictions, high-visibility clothing requirements, fire safety rules and all ramp instructions.
  5. The FBO may stop or refuse any ramp activity that it reasonably considers unsafe, unlawful, non-compliant or inconsistent with airport procedures.

8. Ground Handling Services

  1. Ground handling may include marshalling, chocking, cone placement, ramp supervision, GPU coordination, potable water servicing coordination, lavatory servicing coordination, crew transportation coordination, dispatch assistance and coordination with air traffic control, airport authorities, customs, immigration and security.
  2. Ground handling shall be provided using reasonable care, skill and diligence, subject to the limitations in these Terms and Conditions.
  3. The Client shall provide Aircraft-specific handling instructions, including towbar requirements, ground power limitations, potable water and lavatory access points, weight and balance concerns, engine intake / exhaust hazards, door limitations and any special precautions.
  4. The FBO may decline to use equipment or perform any handling task if suitable equipment, training, staff, authorisation or safe working conditions are not available.

9. Fuel Services and Fuel Uplift Coordination

  1. Fuel Services are subject to fuel availability, supplier terms, airport rules, safety requirements, payment arrangements and the FBO's or fuel supplier's procedures.
  2. The Client and Pilot-in-Command are responsible for specifying and verifying the correct fuel grade, quantity and uplift instructions and for confirming that the fuel is suitable for the Aircraft.
  3. The FBO may rely on oral, written or electronic fuel instructions from the Client, operator, Pilot-in-Command, crew or authorised representative.
  4. The Client shall ensure that the Aircraft is properly configured for fuelling and that all safety requirements are observed, including passenger movement, bonding / grounding, smoking restrictions, ignition source restrictions and any Aircraft-specific fuelling limitations.
  5. Fuel prices may change without notice due to supplier prices, taxes, duties, levies, exchange rate changes, transport costs, airport charges or other market conditions.
  6. The FBO is not liable for incorrect fuel type, incorrect fuel quantity, over fuelling, under fuelling, delay or additional cost arising from inaccurate or incomplete instructions, Aircraft defects, crew instructions, supplier availability, airport restrictions or safety requirements.
  7. The Client shall report any suspected fuel discrepancy, contamination, spill or fuelling incident immediately and shall cooperate with the FBO, supplier, Airport Authority and regulator in any investigation.
  8. The Client indemnifies the FBO against claims, remediation costs, regulatory action and third-party losses arising from fuel spills, leaks or contamination caused by the Aircraft, defective Aircraft systems, Client personnel, crew instructions or Client-controlled operations, except to the extent caused by the FBO's wilful misconduct or gross negligence.

10. Aircraft Parking, Apron Use and Hangarage

  1. Parking, apron space and hangarage are subject to availability, Aircraft dimensions, airport allocation, operational priority, safety requirements, prepayment and written confirmation.
  2. No parking bay, apron space or hangar space is guaranteed unless expressly confirmed in writing by the FBO.
  3. The FBO may allocate, vary or withdraw parking or hangarage arrangements for operational, safety, security, airport or payment reasons.
  4. The Client remains responsible for securing the Aircraft and for ensuring that the Aircraft is properly configured for parking, including brakes, chocks, covers, gust locks, doors, hatches, control locks, power isolation, fuel caps and weather protection as applicable.
  5. Unless expressly agreed in writing, hangarage does not include maintenance, engineering oversight, preservation, insurance, airworthiness responsibility, battery maintenance, climate control, storm protection guarantee or fire-proof storage.
  6. Aircraft remain at the Client's risk while parked, stored, hangared or positioned at the Airport or FBO Facility, except to the extent that loss is caused by the FBO's wilful misconduct or gross negligence.

11. Towing, Repositioning and Movement of Aircraft

  1. The Client authorises the FBO to tow, reposition, push back or otherwise move the Aircraft as reasonably required for arrival, departure, parking, hangarage, safety, security, emergency, airport compliance, operational efficiency or protection of property.
  2. Towing or repositioning shall be conducted only when the FBO considers that suitable personnel, equipment, towbar compatibility and Aircraft instructions are available.
  3. The Client shall confirm towbar compatibility, steering lock requirements, brake release requirements, maximum towing limits, tyre / brake / gear status and any manufacturer or operator limitations before towing.
  4. Where immediate movement is required due to emergency, safety, security, airport instruction or risk to property, the FBO may move the Aircraft without prior confirmation, and the Client shall pay all associated costs.
  5. The FBO is not liable for loss arising from towing or repositioning where caused by inaccurate Aircraft information, undisclosed technical limitations, defective Aircraft systems, incompatible tow equipment provided by the Client, crew instruction or emergency movement, except to the extent caused by the FBO's wilful misconduct or gross negligence.

12. Passenger, Crew, Baggage and Lounge Services

  1. Passenger services may include meet-and-greet, VIP facilitation, passenger check-in assistance, escort within the FBO Facility, concierge assistance, transport coordination, hotel coordination, catering coordination and lounge access.
  2. Crew services may include transport and accommodation assistance, refreshments, administrative support and priority support for quick-turnaround operations where practical.
  3. Baggage services may include loading, unloading, transfer between Aircraft and lounge or vehicle, oversized baggage coordination and reasonable secure handling practices.
  4. Baggage is handled with reasonable care, but the FBO is not liable for improperly packed baggage, fragile items, undeclared valuable items, normal wear and tear, customs or security delays, prohibited items, dangerous goods, concealed damage, or loss caused by passengers, crew, Airport Authorities or third-party carriers.
  5. Users of the FBO lounge and facilities shall comply with facility rules, behave respectfully, comply with security procedures and avoid disruptive, unsafe, unlawful or inappropriate conduct.
  6. The FBO may refuse or withdraw lounge or facility access where conduct is inappropriate, unsafe, unlawful, disruptive, discriminatory, abusive, intoxicated or contrary to airport or security requirements.

13. Cleaning, Catering, Transport and Other Third-Party Services

  1. Aircraft cleaning, catering, hotel accommodation, ground transportation, maintenance coordination, security services, medical assistance, freight coordination, customs assistance and other ancillary services may be provided directly by the FBO or arranged as Third-Party Services.
  2. Unless expressly agreed in writing, the FBO acts only as a coordinator or agent when arranging Third-Party Services and is not responsible for the acts, omissions, delay, negligence, quality, pricing or availability of third-party providers.
  3. Third-Party Services may be subject to the third party's own terms, cancellation rules, safety limitations, warranties, liability limits and payment requirements.
  4. The Client shall pay all third-party charges, disbursements, cancellation fees, no-show fees and additional costs incurred or committed at the Client's request.
  5. Specialised cleaning, deep detailing, biohazard cleaning, decontamination, exterior washing, lavatory replenishment, cabin preparation or other non-standard services may incur additional charges and may require additional notice.

14. Operating Hours and After-Hours Services

  1. Standard operating hours apply and may vary by Airport, staffing, public holiday, operational demand or airport restrictions.
  2. After-hours, weekend and public holiday services are subject to prior arrangement, staff availability, airport availability, safety requirements and additional charges.
  3. The FBO is not obliged to provide after-hours services unless expressly confirmed in writing or required for an emergency response within its legal and operational capacity.
  4. Changes to operating hours, access arrangements or service availability may be communicated through an operational notice, email or booking confirmation.

15. Charges, Payment and Credit Facilities

  1. The Client shall pay all Charges in accordance with the FBO's tariff, quotation, invoice, credit terms or agreed payment arrangement.
  2. Unless credit terms are approved in writing, payment is due before release of the Aircraft, before departure or immediately upon invoice, whichever is earlier.
  3. Credit facilities are discretionary, may be refused, suspended, reduced or withdrawn at any time, and may be subject to credit application, references, deposits, guarantees, prepayment, account limits and internal approval.
  4. The Client shall pay VAT, airport fees, levies, supplier increases, third-party charges, disbursements and taxes applicable to the Services.
  5. The Client shall raise any invoice dispute in writing within 7 (seven) business days of invoice date, failing which the invoice is deemed accepted. Undisputed amounts remain payable on due date.
  6. Overdue amounts shall bear interest at the prime lending rate charged by First National Bank plus 2% per annum, calculated daily and compounded monthly, or the maximum lawful rate if lower.
  7. The Client shall pay all reasonable collection costs, tracing costs, legal costs on the attorney-and-client scale and enforcement costs incurred in recovering overdue amounts or enforcing this these Terms and Conditions or any other ancillary agreement.
  8. The FBO may set off any amount owed by the FBO to the Client against any amount owed by the Client to the FBO.

16. Lien, Retention and Release of Aircraft or Property

  1. To the maximum extent permitted by South African law, the FBO shall have a lien, right of retention and/or other lawful security right over the Aircraft, Aircraft documents, parts, equipment, cargo, baggage and property in its possession or under its control for unpaid Charges and related costs.
  2. The FBO may refuse release, movement, departure support, further Services or documentation while Charges are unpaid, unless prohibited by Applicable Law or lawful authority.
  3. The Client consents to the FBO exercising any lawful lien, retention, debt recovery and enforcement remedies available under South African law.
  4. The exercise or non-exercise of a lien or retention right does not limit the FBO's other remedies for payment or breach.

17. Insurance

  1. The Client shall maintain, at its own cost, valid insurance appropriate to the Aircraft and operations, including hull insurance, third-party liability insurance, passenger liability insurance, baggage/cargo insurance where applicable, war/terrorism cover where applicable and environmental pollution liability cover where appropriate.
  2. Insurance shall remain in force while the Aircraft uses the FBO Facility, Airport, parking, hangarage or Services.
  3. The Client shall provide proof of insurance on request and shall ensure that insurance is sufficient for the Aircraft value, operations, territory, passengers, crew, baggage, cargo, fuel, environmental risks and third-party exposure.
  4. Where commercially required by the FBO, the Client shall use reasonable endeavours to note the FBO as an additional insured or obtain a waiver of subrogation in favour of the FBO for Services provided under these Terms and Conditions and other ancillary agreements, where applicable.
  5. The Client's obligation to insure is not limited by the FBO's liability limits or exclusions.

18. Safety, Security and Access Control

  1. The Client shall comply with aviation security, access control, screening, escort, identification, permit, badge and restricted area requirements applicable to the Airport and FBO Facility.
  2. The FBO may verify identity, inspect documentation, refuse access, escort persons, restrict movement, report security concerns or comply with instructions from the Airport Authority, South African Civil Aviation Authority, law enforcement, customs, immigration or security authorities.
  3. Passengers, crew, contractors and invitees may not enter airside, restricted or operational areas without authorisation, escort and compliance with applicable safety and security requirements.
  4. The Client shall immediately notify the FBO of any security concern, threat, prohibited item, unruly passenger, suspicious baggage, unlawful interference, undeclared Dangerous Goods or other safety issue.
  5. The FBO may refuse service to any person or Aircraft where security, safety, compliance or lawful access requirements are not satisfied.

19. Dangerous Goods, Cargo and Prohibited Items

  1. The Client shall declare all Dangerous Goods, hazardous materials, weapons, ammunition, restricted items, biological materials, lithium batteries, medical oxygen, chemicals, valuable cargo, live animals, human remains or other regulated cargo before arrival and before any handling request.
  2. The FBO is not obliged to accept, handle, store, load, unload or coordinate Dangerous Goods or cargo unless expressly agreed in writing and unless all legal, regulatory, training, packaging, labelling, documentation, security and airport requirements are satisfied.
  3. The Client warrants that all cargo, baggage and items presented for carriage or handling comply with Applicable Law and requirements.
  4. The Client indemnifies the FBO against all claims, fines, penalties, confiscation, delays, contamination, injury, property damage, regulatory action, clean-up costs and third-party claims arising from undeclared, improperly declared, improperly packed, unlawful or prohibited items.

20. Environmental Obligations, Fuel Spills and Waste

  1. The Client shall comply with all environmental, fire, waste, hazardous materials and airport environmental requirements.
  2. The Client shall not discharge, dump, spill, release, store or dispose of fuel, oil, chemicals, waste, lavatory waste, cleaning materials or hazardous substances except through approved procedures and authorised facilities.
  3. The Client shall immediately notify the FBO of leaks, spills, contamination, defective fuel caps, hydraulic leaks, oil leaks, lavatory leaks, battery leaks or any environmental incident involving the Aircraft or Client personnel.
  4. The FBO may take immediate action to contain, clean, report or manage any spill or environmental incident and the Client shall pay all related costs where the incident arises from the Aircraft, Client, crew, passengers, contractors, baggage or cargo.
  5. The Client indemnifies the FBO against environmental claims, remediation costs, clean-up costs, fines, penalties, third-party losses and regulatory action arising from the Client's Aircraft, operations or breach of this clause, except to the extent caused by the FBO's wilful misconduct or gross negligence.

21. Right to Refuse, Suspend, Delay or Vary Services

  1. The FBO may refuse, suspend, delay, limit, vary or terminate any Service immediately where:
  2. safety or security may be compromised;
  3. payment, credit approval, deposit or security is insufficient;
  4. the Client is overdue on any account;
  5. the Aircraft appears unsafe, unairworthy, defective or unsuitable for the requested Service;
  6. the Client, passengers, crew or contractors breach Applicable Law, airport rules or these Terms and Conditions or any ancillary agreements;
  7. fuel, equipment, staff, hangar space, parking, permits or airport infrastructure are unavailable;
  8. weather, air traffic control, airport closures, government action or operational restrictions apply; sanctions, anti-corruption, money laundering or other compliance concerns arise;
  9. the FBO reasonably suspects unlawful conduct, misrepresentation, fraud, undeclared Dangerous Goods or security concerns.

22. Limitation and Exclusion of Liability

  1. The FBO shall exercise reasonable care and skill in providing Services, subject to the limitations in these Terms and Conditions.
  2. To the maximum extent permitted by law, the FBO is not liable for indirect, special, incidental, punitive or consequential loss, loss of profit, loss of revenue, loss of charter income, loss of opportunity, loss of use, business interruption, reputational harm, missed slots, missed connections, passenger inconvenience, delay damages or other economic loss.
  3. The FBO is not liable for delay, cancellation, diversion, airport closure, air traffic control restriction, customs or immigration delay, security inspection, weather, fuel shortage, supplier failure, third-party delay, passenger conduct, crew instruction, Aircraft defect or regulatory action except to the extent caused by the FBO's wilful misconduct or gross negligence.
  4. The FBO is not liable for loss of or damage to baggage, cargo, valuables, documents, fragile items, electronics, jewellery, cash, medication, perishable items or undeclared items except to the extent caused by the FBO's wilful misconduct or gross negligence.
  5. The FBO's aggregate liability arising from or in connection with a Service shall not exceed the Charges paid by the Client for the specific Service giving rise to the claim, unless a higher cap is expressly agreed in writing or liability cannot lawfully be limited.
  6. Nothing in these Terms and Conditions limits liability that cannot be limited under Applicable Law, including liability for wilful misconduct, fraud or any other liability that South African law prohibits from being excluded.

23. Indemnities

  1. The Client hereby agrees to defend, indemnify and hold harmless the FBO, its directors, officers, employees and other agents and representatives from and against any and all liabilities, judgments, claims, settlements, losses, damages, penalties, obligations and expenses, including legal fees and other professional fees and expenses, incurred or suffered by such person arising directly or indirectly from:
  2. the Aircraft, its operation, ownership, leasing, management, passengers, crew, baggage, cargo or documents;
  3. instructions given by the Client, operator, Pilot-in-Command, crew, dispatch, handler or apparent authorised representative;
  4. incorrect fuel, towing, parking, hangarage, handling, passenger, baggage or cargo instructions;
  5. Aircraft defects, mechanical failure, undisclosed limitations, airworthiness issues or defective equipment;
  6. Dangerous Goods, hazardous materials, prohibited items, undeclared items or cargo;
  7. environmental spills, leaks, contamination, clean-up or remediation;
  8. breach of Applicable Law, airport rules, customs, immigration, security or sanctions requirements;
  9. third-party claims by passengers, crew, owners, lessors, financiers, insurers, cargo interests, contractors or authorities;
  10. non-payment of Charges or costs incurred at the Client's request.
  11. The indemnities do not apply to the extent the relevant loss is finally determined by a court to have been caused by the FBO's wilful misconduct or gross negligence.

24. Force Majeure

  1. A Force Majeure Event is an event beyond the reasonable control of the affected party, including severe weather, airport closure, air traffic control restriction, fuel shortage, strike, civil unrest, riot, war, terrorism, cyber incident, pandemic, power failure, equipment failure outside the FBO's reasonable control, government action or emergency.
  2. Neither party is liable for failure or delay in performing obligations, other than payment obligations, to the extent caused by a Force Majeure Event.
  3. The affected party shall take reasonable steps to mitigate the impact of the Force Majeure Event where practical.
  4. The FBO may allocate limited resources, fuel, staff, hangar space, parking or equipment in a fair and operationally reasonable manner during a Force Majeure Event.
  5. The Client remains liable for Charges incurred before or during a Force Majeure Event, including parking, hangarage, storage, third-party charges and emergency costs.

25. Confidentiality, VIP Discretion and Publicity

  1. In the absence of a written agreement to the contrary entered into and signed by the parties, all Information disclosed to the Recipient shall be deemed to be confidential and valuable, and in the lawful possession of the Discloser.
  2. The Recipient hereby unequivocally agrees to receive and hold all Information received from the Discloser in strict confidence until it is made available to the public. This clause 25, in its entirety, shall survive the termination of this agreement for whatever reason and shall remain if full force and effect until cancelled by the Discloser.
  3. Without limiting the foregoing, the Recipient shall exercise no less care to safeguard the Information received from the Discloser than the Recipient exercises in safeguarding its own Information.
  4. The Recipient shall not, under any circumstances whatsoever, disclose any of the Information to any third party without the prior written consent of the Discloser, except if such Information is:
  5. Already known to or in the possession of the Recipient at the time of receipt, the onus falling on the Recipient to notify the Discloser of such knowledge or possession immediately upon receipt and to prove such knowledge or possession in writing upon receipt, in the absence of which all the Information disclosed shall be deemed to form part of the Confidential Information unless proven otherwise; or
  6. Known to the industry concerned or the public at the time of receipt by the Recipient or subsequently becomes known to the industry concerned or the public through no fault of the Recipient; or
  7. Disclosed to the Recipient by a third party, unless the Recipient knows or has reason to know of an obligation of secrecy of the third party to the Discloser with respect to Information; or
  8. Is developed by the Recipient independent of such information received from the Discloser and proven to have been so developed; or
  9. The Recipient is obliged to do so by law.
  10. The Client shall not use the FBO's name, logo, photographs of the FBO Facility, staff, passengers, aircraft at the facility or operational information for publicity without prior written consent.
  11. The FBO shall maintain reasonable discretion in VIP and confidential passenger handling, subject to legal, safety and security obligations.

26. Protection of Personal Information

  1. All words and phrases in this clause shall bear the same definition as attached to such word and phrases in the Protection of Personal Information Act, No 4 of 2013 (“POPI”).
  2. The parties agree that they shall fully comply with the statutory obligations contained in POPI, with which the parties warrant that they are fully conversant with at date of signing of this these Terms and Conditions, when processing Personal Information obtained by the Responsible Party and such Personal Information is entered into a Record. Without limiting the generality of the aforesaid the Responsible Party shall ensure that the Privacy and Data Protection Conditions are strictly adhered to when Processing the Data Subject’s Personal Information.
  3. The Client authorises the FBO to process Personal Information relating to the Client, its crew, passengers, representatives, contractors and any other relevant Data Subjects to the extent necessary for bookings, service delivery, operational support, safety and security requirements, access control, customs and immigration coordination, billing, credit control, compliance, incident management, the performance of the Services, and compliance with legal and regulatory obligations.
  4. The Client warrants that it has obtained all necessary consents, authorisations and permissions, and has provided all required notices, to the extent required by Applicable Law, in respect of any Personal Information supplied to the FBO.
  5. The parties shall comply with the security and information protection obligations equivalent to those imposed on them in terms of POPI and other applicable data protection legislation, and failing such legislation, they shall take, implement and maintain all such technical and organisational security procedures and measures necessary or appropriate to preserve the security and confidentiality of the Personal Information in its possession and to protect such Personal Information against unauthorised or unlawful disclosure, access or processing, accidental loss, destruction or damage.

27. Sanctions, Anti-Corruption and Compliance Screening

  1. The Client warrants that neither it, the Aircraft owner, operator, beneficial owner, payer, passengers, cargo interests nor any relevant party is subject to sanctions, asset freezes, trade restrictions or other legal restrictions that would make the Services unlawful or expose the FBO to compliance risk.
  2. The FBO may conduct sanctions, KYC, anti-money laundering, anti-bribery, export control and other compliance screening before or during the provision of Services.
  3. The FBO may refuse, suspend or terminate Services immediately if compliance concerns arise or if required by law, a bank, insurer, fuel supplier, Airport Authority or regulator.
  4. The Client shall not offer, request or accept bribes, facilitation payments, unlawful commissions or improper benefits in connection with the Services.

28. Complaints, Incidents and Claims Procedure

  1. The Client shall notify the FBO immediately of any incident, defect, delay, alleged damage, baggage issue, injury, spill, security concern or service complaint.
  2. Any claim for damage to Aircraft, baggage, cargo or property must be reported before departure or removal from the FBO Facility where reasonably discoverable, and in any event within 24 (twenty four) hours of the relevant Service.
  3. The Client shall preserve evidence, provide photographs, witness details, Aircraft documents, technical reports, CCTV requests and other information reasonably required to investigate a claim.
  4. Failure to provide timely notice may prejudice the FBO's ability to investigate and may be considered in determining liability and quantum.
  5. The parties shall cooperate in good faith in incident reporting, regulator engagement, insurance notification and investigation.

29. Term and Termination

  1. These Terms and Conditions, and any ancillary agreements, commence on the Effective Date and shall continue until terminated in accordance with this clause.
  2. Either party may terminate this these Terms and Conditions for on 30 (thirty) calendar days' written notice, unless a different period is stated in the ancillary agreement.
  3. The FBO may terminate or suspend these Terms and Conditions or any Service immediately where the Client fails to pay, breaches safety or security rules, breaches Applicable Law, provides false information, becomes insolvent, creates unacceptable risk, engages in unlawful conduct, or repeatedly fails to comply with operational requirements.
  4. Termination does not affect accrued rights, payment obligations, lien rights, confidentiality, indemnities, liability limits, governing law or any clause intended to survive termination.
  5. On termination, all outstanding Charges become immediately due and payable.

30. Notices and Domicilium

  1. Each party chooses as its domicilium citandi et executandi the physical address and email address stated in the quotation or any ancillary agreement or the latest written notice of change.
  2. Notices may be delivered by hand, courier, registered post or email. Operational notices, booking confirmations and invoices may be sent by email or other agreed operational communication channels.
  3. A party may change its domicilium by written notice to the other party. The change takes effect 5 (five) business days after receipt of the notice.
  4. A notice shall be deemed to have been received: (a) if delivered by hand, on the date of delivery; (b) if sent by courier, on the date reflected in the courier's proof of delivery; (c) if sent by registered post, 7 (seven) business days after the date of posting; and (d) if sent by email, on the first business day following transmission, provided that the sender has not received a delivery failure or undeliverable notice.

31. Governing Law, Jurisdiction and Dispute Resolution

  1. This Terms and Conditions shall be governed by and interpreted in accordance with South African law excluding its conflicts of law provisions.
  2. The courts of South Africa shall have exclusive jurisdiction to adjudicate any dispute which arises out of or in connection with the quotation and any terms arising out of or in connection with the quotation.
  3. Before litigation, senior representatives shall attempt in good faith to resolve operational or commercial disputes within 10 (ten) business days after written escalation, unless urgent relief, debt recovery, lien enforcement, safety, security or regulatory action is required.
  4. Nothing prevents either party from seeking urgent interdictory relief, debt recovery, preservation of rights, lien enforcement or other immediate legal remedies.

32. General

  1. These Terms and Conditions, together with applicable SLAs, tariffs, quotations and accepted Service Requests, constitutes the entire agreement between the parties regarding the Services.
  2. No amendment, variation or waiver is valid unless recorded in writing and signed by authorised representatives of both parties.
  3. No relaxation, indulgence or failure to enforce a right constitutes a waiver or prevents later enforcement.
  4. If any provision is invalid or unenforceable, it shall be severed or read down to the minimum extent necessary, and the remaining provisions remain valid.
  5. The Client may not cede, assign or transfer its rights or obligations without the FBO's prior written consent. The FBO may cede or assign rights to an affiliate, successor, purchaser of its business or debt collection agent on notice to the Client.
  6. The parties are independent contractors. Nothing creates a partnership, joint venture, employment relationship or authority to bind the other party except as expressly stated.
  7. The FBO may subcontract or delegate performance of any Service while remaining responsible for its own obligations under these Terms and Conditions, subject to the third-party limitations stated above.
  8. Electronic signatures, scanned signatures and signatures by authorised electronic signature platform are valid and binding unless prohibited by Applicable Law.
Acceptance

The Client is bound by these Terms and Conditions when it accepts a quotation, submits a service request, brings an aircraft to the FBO facility, uses the services, or pays an invoice.

These terms are provided for reference. The version accepted with your quotation or service request governs. For any questions, contact AXIS Aviation South Africa.