Terms & Conditions

SCHEDULE 1: GENERAL TERMS AND CONDITIONS

THESE CUSTOMER TERMS AND CONDITIONS (COLLECTIVELY, “AGREEMENT" OR "Agreement”) ENTERED INTO BY AND BETWEEN THE TRUSTFLIGHT LEGAL ENTITY SIGNING AN ORDER FORM AND ITS AFFILIATES (COLLECTIVELY, “SERVICE PROVIDER”, “Service Provider”, “COMPANY”, “Company”, "WE”, “We” OR “US”, “Us”) AND THE INDIVIDUAL OR LEGAL ENTITY USING OR LICENSING THE SERVICES UNDER THIS AGREEMENT AND/OR UNDER AN APPLICABLE ORDER FORM AND SERVICE DESCRIPTION DOCUMENT (COLLECTIVELY “CUSTOMER", “Customer", “YOU", "You", OR "YOUR", “Your” AND TOGETHER WITH THE SERVICE PROVIDER, THE “PARTIES”, “Parties”) GOVERNS CUSTOMER’S ACCESS AND USE OF THE SERVICES. FOR THE AVOIDANCE OF DOUBT, THE TERM “CUSTOMER” OR “YOU” SHALL ALSO INCLUDE EMPLOYEES OR OTHER INDIVIDUALS USING THE SERVICES. BY ACCEPTING THIS AGREEMENT WHILE EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU WARRANT AND REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “CUSTOMER” “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND SHALL NOT BE PERMITTED TO USE THE SERVICES. BY ACCEPTING THE TERMS OF THIS AGREEMENT YOU REPRESENT AND WARRANT THAT ANY AND ALL INFORMATION YOU PROVIDE US THROUGH THE SERVICES IS TRUE, ACCURATE AND COMPLETE. THE PROVISION OF FALSE OR FRAUDULENT INFORMATION IS STRICTLY PROHIBITED.

1. General
   1. The Customer will subscribe to the Services (defined later) by executing an order form (“Order Form”) on a date (“Commencement Date”) which shall define the (i) subscription term (“Term”); (ii) description of the services provided (“Service(s)”); (iii) the consideration to be paid by the Customer (“Fees”); (iv) the period covered by each payment (“Payment Period”); and (v) any other subscription terms that may be agreed upon by the Parties.
   2. This Agreement will automatically extend at the end of the Term and at the end of each Renewal Period (defined later) by successive periods of twelve calendar months (each a “Renewal Period”) unless written notice of termination is given by either Party to the other not less than one calendar month in advance of the end of the Term, or the then current Renewal Period.
2. Fees and Payment
   1. The Service Provider’s first invoice will be issued on signature of the Order Form and is payable immediately on receipt. The first invoice will include the first full Payment Period and any pro-rated Fees if the Commencement Date does not fall on the first day of the Payment Period. The Service Provider will not provide any Service(s) until the first invoice is paid in full by the Customer.
   2. All ongoing Service(s) are invoiced in advance and due on the first day of the Payment Period. The Customer will make payment as stipulated in the Order Form to the Service Provider’s nominated account in order that the Fees are received by the Service Provider in cleared funds by the first working day of the applicable Payment Period. (For the avoidance of doubt a “working day” shall mean a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business). If after the Commencement Date, any change in Service(s) or Fees occurs within a Payment Period, the invoice for the subsequent Payment Period will include a pro-rated amount for any additional charges in the preceding Payment Period.
   3. All Fees are exclusive of any value added tax (VAT), sales tax and other charges unless specified on the invoice. Any applicable taxes or charges imposed on the Customer, including bank fees and withholding taxes, are the responsibility of the Customer.
   4. Any Fees invoiced in arrears are due 15 days after the invoice issue date unless otherwise specified on the invoice.
   5. Invoice disputes must be notified in writing to accounts@trustflight.com within 10 days from the invoice date. Only the disputed amounts within an invoice may be withheld by the Customer, all other Fees must still be paid in accordance with invoice terms. For any sums found to be owed to the Customer as a result of a dispute, a credit will be issued by the Service Provider on the invoice for the next scheduled Payment Period.
   6. If the Customer does not pay an invoice in full within the time period specified in this Agreement, without prejudice to any other remedy available to it, the Service Provider may (at its sole discretion): i) charge interest on outstanding amounts at a rate of 4% per month and ii) suspend the Customer’s use of any Service(s) provided by the Service Provider. Such suspension shall not relieve the Customer of any obligation to pay Fees that accrued prior to, during or after such suspension inclusive of any interest. Unless instructed otherwise, payments will be allocated chronologically to outstanding invoices.
   7. During the Term the Service Provider may increase the Fees on an annual basis with effect from each anniversary of the Commencement Date. Fee increases will be calculated based on the latest United Kingdom Consumer Prices Index as published by the Office for National Statistics or 10%, whichever is higher. Service Provider will provide at least 30 days’ notice to the Customer prior to any increase in Fees.
   8. For the purpose of this Agreement, “Aircraft” shall mean any aircraft operated under the Customer’s Operator’s Certificate and all aircraft managed or operated by the Customer on behalf of third parties. “Bay(s)” shall mean a single area used by the Customer for conducting maintenance on one airplane or housing one simulator training device. “Line Station(s)” shall mean an airport location where the Customer provides maintenance support. “Organisation(s)”, “Entities” or “AOC(s)” when used in the context of Fees, shall mean a distinct operation of the Customer holding its own approvals, licence, certification or equivalent. Fees may be billed on a variable number of Aircraft, Bay(s), Line Station(s), Organisation(s), Entities or AOC(s) used by the Customer, collectively referred to as (“Units”) within this Agreement.
   9. Customer must notify Service Provider at least 30 days in advance of any changes to the number of Units. Service Provider retains the right to, at any time, independently audit and verify the number of Units applicable to a Customer. Upon a change in the number of Units, Service Provider will issue an invoice or credit pro-rated for the period at which the change was effective or identified until the start of the next scheduled Payment Period. For the avoidance of doubt, credits will not be issued against any Units that fall below a minimum order quantity as stated on the Order Form (“Minimum Order Quantity”).
3. Customer Data
   1. Subject to Schedule 1, Clause 3 all vested, contingent and future intellectual property rights, including copyright, trade marks, service marks, design rights (whether registered or unregistered), patents, know-how, trade secrets, inventions, get-up and database rights, collectively (“Intellectual Property Rights”), subsisting in data belonging to the Customer or to third parties and used by the Customer under licence (“Customer Data”) are and shall remain the property of the Customer.
   2. Certain Customer Data may belong to third parties. In such cases, the Customer warrants that all such Customer Data is used with the consent of relevant third parties and the Customer has obtained all necessary licences for the use of the same.
4. Privacy and Data Protection
   1. For the purpose of providing the Service(s), the ongoing operation thereof, and/or for security purposes, Service Provider collects, processes and stores certain information relating to an identified or identifiable natural person ("Personal Data”) including data relating to all members of the Customer’s organisation, and external users under responsibility of the Customer, using the Service(s) (“User(s)”). Service Provider respects your privacy and is committed to protecting information shared by the Customer. Service Provider’s policy and practices and the type of information collected are further described in Service Provider’s Privacy Policy and Data Processing Addendum (“DPA”) (each to the extent applicable), which are hereby incorporated by reference to this Agreement.
   2. The Parties shall comply with all applicable laws and regulations pertaining to data security and privacy and shall collect Personal Data only in a lawful manner. Service Provider shall use reasonable measures to protect Customer Data, which shall however be at least compliant with ISO 27001. Customer warrants that such data shall have been obtained and shall be provided or made available to Service Provider in compliance with all applicable laws and regulations, including by obtaining all necessary consents or other appropriate legal basis as required under applicable data protection laws from data subjects whose Personal Data is provided or made available, as may be necessary to permit the Service Provider to provide the Service and perform its obligations under this Agreement.
   3. Service Provider shall: (i) process Personal Data only in accordance with this Agreement and the DPA (as applicable and as defined above); (ii) ensure persons authorised to process the Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality and train such personnel to be aware of their responsibilities under applicable laws and this Agreement; (iii) reasonably assist Customer, at Customer’s expense, as needed to cooperate with and respond to requests from supervisory authorities, data subjects, or customers by providing information related to Service Provider’s practices of processing Personal Data; (iv) notify the Customer without undue delay after becoming aware of a security breach incident related to Customer’s and its authorised User(s)’ Personal Data; (v) only process or use Personal Data on its systems or facilities to the extent necessary to provide the Service(s), perform its obligations under the Agreement, the Privacy Policy and/or our DPA; (vi) not lease, sell or otherwise distribute Personal Data other then as part of the Service(s) agreed between the Parties (excluding in case of assignment of this Agreement under its terms and if legally required); (vii) purchase and maintain throughout the Term or the term in which it retains the Personal Data, professional liability insurance customary to cover liabilities related to cyber security; (viii) appoint a designated contact person who will be responsible for any cooperation with the Customer with respect to the processing of Personal Data; (ix) report to the Customer at its request in writing regarding security and obligations related to data processing and; (x) allow Customer to conduct an audit regarding the processing of Personal Data by Service Provider under this Agreement. For this purpose Service Provider will, following reasonable prior written notice by Customer, provide Customer with information reasonably necessary for such purpose. Any such audit shall be subject to appropriate non-disclosure agreements between the audit performing personnel and Service Provider and within reasonable intervals (but no more than once every 12 months) to Service Provider. In case the Customer processes through the Service(s) Personal Data of any EU citizens, the Parties may execute a separate DPA governing such processing.
   4. Customer shall be solely responsible for obtaining all consents and authorisations as may be required by any applicable law, for the collection, storage and processing of Personal Data and/or sensitive Personal Data by Service Provider according to Customer’s instructions. Service Provider shall comply with all reasonable requests from the Customer required by the Customer to maintain compliance with their own laws and regulations relating to data protection and privacy.
   5. Service Provider shall notify Customer (via the Service(s) or by written notice) of material changes in the Privacy Policy, within the timeframe set in the Privacy Policy and as further detailed therein. In the event the changes in the Privacy Policy adversely or unlawfully change the material rights of the authorised User(s), Customer will have the right to reasonably object to such change.
5. Confidentiality
   1. The Service Provider shall use its reasonable endeavours to ensure that all Customer Data is kept secure and confidential.
   2. The Service Provider shall not, in the absence of express written consent from the Customer, disclose Customer Data to any third party (other than a sub-contractor providing services to the Service Provider in respect of the Service) unless such disclosure is required by law or the rules of any regulator with jurisdiction over the Service Provider.
   3. Customer acknowledges that in order to provide and/or further improve the Service(s), the Service Provider may transform Customer Data to anonymised, aggregated information (“Anonymised Data”). All Anonymised Data shall not be considered as Customer Data to the extent such data cannot reasonably be de-anonymised, and the Service Provider may freely use such Anonymised Data, provided such data does not link any individual or the Customer to the Anonymised Data without Customer’s prior written approval.
   4. In this Agreement, “Confidential Information” means in respect of each Party all of its business, technical, financial or other information disclosed to the other Party, whether during the Term or prior. The following obligations shall apply to the Party receiving Confidential Information (the “Receiving Party”) from the other Party (the “Disclosing Party”).
   5. Subject to Schedule 1, Clause 5.6, the Receiving Party:
      1. may not use any Confidential Information for any purpose other than the performance of its obligations under this Agreement;
      2. may not disclose any Confidential Information to any third party except with the prior written consent of the Disclosing Party; and
      3. shall make every reasonable effort to prevent the unauthorised use or disclosure of the Confidential Information.
   6. The obligations of confidence referred to in this Clause 5 (other than Clause 5.1) shall not apply to any Confidential Information that:
      1. is in the possession of and is at the free disposal of the Receiving Party or is published or is otherwise in the public domain prior to its receipt by the Receiving Party;
      2. is or becomes publicly available on a non-confidential basis through no fault of the Receiving Party;
      3. is required to be disclosed by any applicable law or regulation; or
      4. is received in good faith by the Receiving Party from a third party who, on reasonable enquiry by the Receiving Party claims to have no obligations of confidence to the Disclosing Party in respect thereof and who imposes no obligations of confidence upon the Receiving Party.
   7. Without prejudice to any other rights or remedies the Disclosing Party may have, the Receiving Party acknowledges and agrees that in the event of breach of this Clause the Disclosing Party shall, without proof of special damage, be entitled to seek an injunction or other equitable remedy for any threatened or actual breach of the provisions of this Clause in addition to any damages or other remedies to which it may be entitled.
   8. The obligations of the Parties under all provisions of this Clause shall survive the expiry or the termination of this Agreement irrespective of the reason for such expiry or termination.
6. Warranties
   1. Service Provider warrants to Customer that (i) during the term of each applicable Order Form, the Service(s) will substantially confirm to the specifications as set forth in such Order Form and Service Description Document; and (ii) any support or implementation services performed by or on behalf of Service Provider under this Agreement, if any, will be performed in a professional and workmanlike manner and by personnel that has the necessary skills, training and background to perform such services.
   2. The warranties contained in this Clause 6 are exclusive, and are in lieu of all other warranties, express or implied, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, title, or arising by a course of dealing or usage of trade. Service Provider does not control the content uploaded to or via the Services and, in particular, does not control the Customer content and, as such, Service Provider does not give any representation or warranty as to the accuracy, completeness, currency, correctness, reliability, integrity, usefulness, quality, fitness for purpose or originality of any of the foregoing content or data. Customer acknowledges and agrees that the Service(s) and any Service Provider content, and any accompanying documentation are provided on an ‘as is’, ‘as available’ basis. In particular, Service Provider does not warrant that the operation of the Services will be uninterrupted, contaminant-free or error-free, that system availability will be maintained, that any error, bug or problem be resolved of that they will meet the Customer’s requirements. This Section does not limit, and is without prejudice to, the provisions of Clause 7 below.
7. Liability
   1. This Clause 7 sets out the entire financial liability of the Service Provider (including any liability for the acts or omissions of its employees, agents and subcontractors) to the Customer (and any person permitted to use the Service(s) by the Customer) arising under or in connection with this Agreement:
   1. in respect of any use made by the Customer of the Service(s) or any part of them; and
   2. in respect of any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
   2. Except as expressly and specifically provided in this Agreement:
   1. the Customer assumes sole responsibility for results obtained from the use of the Service(s) by the Customer, and for conclusions drawn from such use. The Service Provider shall have no liability for any damage caused by errors or omissions in any information, or instructions provided to the Service Provider by the Customer in connection with the Service(s), or any actions taken by the Service Provider at the Customer's direction; and
   2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement.
   3. Nothing in this Agreement excludes the liability of the Service Provider:
   1. for death or personal injury caused by the Service Provider's negligence;
   2. for fraud or fraudulent misrepresentation; or
   3. for any other liability that cannot be excluded or limited under applicable law.
   4. Subject to Schedule 1, Clause 7.3:
   1. the Service Provider shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent), restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses, or loss or corruption of data or information (subject to Schedule 1, Clause 7.4.2), or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising under this Agreement; and
   2. the Service Provider's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to an amount equal to the Fees paid in the preceding six month period, except in the case of breach of Schedule 2, Clause 3.2 (if applicable), where the Service Provider’s total liability shall be limited to twelve months’ worth of fees listed in the Order Form.
8. Indemnity
   1. The Customer will fully indemnify the Service Provider against all costs, expenses (including legal expenses), liabilities, losses, damages and judgments that the Service Provider may incur or be subject to as a result of the Customer’s (or any Users’ or Non-Customer Users’) use or misuse of the Service; or the Customer’s breach of this Agreement (including any breach arising from the act or omission of any User or Non-Customer User).
   2. Service Provider shall defend, indemnify and hold Customer and its members, officers, directors and employees harmless from and against all damages, obligations, causes of action, suits or injuries of any kind arising from any actual or claimed infringement of copyright, patent, trademark and/or other third-party intellectual property right as to the use of the Application, ASP Infrastructure and/or any other element of the Service by Customer pursuant to this Agreement.
9. Customer Obligations
   1. The Customer shall (i) co-operate with the Service Provider in all matters relating to the Service(s); (ii) provide, in a timely manner, any materials or information required by the Service Provider to deliver the Service(s) including Customer Data, security access information and software interfaces to the Customer's other business applications; and (iii) obtain and maintain all necessary licences, consents and comply with all relevant legislation in relation to the Service(s).
   2. The Customer shall not, without the prior written consent of the Service Provider, at any time from the date of any agreement to one year after the last date of supply of any Service(s), solicit, entice away or employ any employee or contractor of the Service Provider. The Customer shall be liable for a fee of 100% of the annual remuneration of the person involved for any breach of this Clause 9.2.
10. Force Majeure
    1. Neither Party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement (other than an obligation to pay Fees) if such delay or failure results from events, circumstances or causes beyond its reasonable control, including strikes, lock-outs or other industrial disputes, failure of a utility service or transport or telecommunications network, act of God, war, epidemic or pandemic, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors. In such circumstances the affected Party shall be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for 90 days, the Party not affected may terminate this Agreement by giving 30 days' written notice to the other Party.
11. Termination
    1. Without prejudice to any other rights or remedies to which the Parties may be entitled, either Party may terminate this Agreement without liability to the other if:
       1. the other Party commits a material breach of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that Party being notified in writing of the breach;
       2. an order is made or a resolution is passed for the winding up of the other Party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to such other Party;
       3. an order is made for the appointment of an administrator to manage the affairs, business and property of the other Party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of such other Party, or notice of intention to appoint an administrator is given by such other Party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986);
       4. a receiver is appointed of any of the other Party's assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of such other Party, or if any other person takes possession of or sells such other Party's assets;
       5. the other Party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way;
       6. the other Party ceases, or threatens to cease, to trade; or
       7. the other Party takes or suffers any similar or analogous action to any of the foregoing in any jurisdiction applicable to it.
    2. On termination of this Agreement for any reason:
       1. all licences granted under this Agreement shall immediately terminate;
       2. all outstanding invoices and Fees for Service(s) rendered shall be immediately paid in full by the Customer;
       3. each Party shall return and make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the other Party, including Confidential Information of the other Party (provided that Customer Data shall be dealt with in accordance with Schedule 2, Clause 3.3 if applicable); and
       4. the accrued rights of the Parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
12. Miscellaneous
    1. Notice All notices under or in connection with this Agreement shall be in writing in the English language and shall be sent by e-mail to notices@trustflight.com, and additionally provided via recorded mail to 34 Hamilton Terrace, Leamington Spa, United Kingdom CV32 4LY. Notices served by recorded may shall be deemed to have been received on the second working day after it was sent; and notices served by email shall be deemed to have been received at the time of transmission.
    2. Relationship of Parties Nothing in this Agreement shall create, or be deemed to create, a partnership, the relationship of principal and agent, or of employer and employee between the Service Provider and the Customer.
    3. Assignment Except as expressly provided in this Agreement, the Customer shall not assign, transfer, sub-contract, or in any other manner make over to any third party the benefit and/or burden of this Agreement without the prior written consent of the Service Provider. The Service Provider may assign this Agreement to any entity within the group with prior notice as long as there is no material change to the Service provided.
    4. Severance The Parties agree that, in the event that one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that/those provisions shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable.
    5. Entire Agreement This Agreement embodies and sets forth the entire agreement and understanding between the Parties and supersedes all prior oral or written agreements, understandings or arrangements relating to the subject matter of this Agreement. Neither Party shall be entitled to rely on any agreement, understanding or arrangement not expressly set forth in this Agreement, save for any representation made fraudulently.
    6. Modifications to this Agreement The Service Provider reserves the right to modify or otherwise update this Agreement at any time. Service Provider will notify the Customer by e-mail of any changes. In the event the changes in this Agreement adversely or unlawfully change the material rights of the Customer, Customer will have the right to reasonably object to such change for a period of 7 days after notice is provided by the Service Provider. If no objection is received by the Service Provider and the Service is continued to be used, Customer is deemed to have accepted the updated Agreement. Customer may at any time review the most current version of this Agreement at https://trustflight.com/terms.
    7. Third Party Rights This Agreement does not confer any rights on any person or party (other than the Parties to this Agreement and (where applicable) their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
    8. No Waiver The Parties agree that no failure by either Party to enforce the performance of any provision in this Agreement shall constitute a waiver of the right to subsequently enforce that provision or any other provision of this Agreement. Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.
    9. Marketing Rights Unless otherwise notified in writing by the Customer, the Service Provider may cite the Customer as a user of the Service and a customer of the Service Provider in the Service Provider’s promotional and advertising literature, website, press releases, and in proposals and communications with customers and prospective customers. The Service Provider shall cease to cite the Customer as a customer in materials created after the end of the Term but shall not have any obligation to destroy materials already printed or published, including by third parties, which it shall be entitled to distribute.
    10. Export Restrictions The Service(s) and other technology Service Provider makes available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list, or other governmental sanctions lists. Customer shall not permit any User(s) to access or use any of the Services in a U.S. or EU embargoed country or in violation of any U.S. or EU export law or regulation.
    11. Governing Law & Jurisdiction The law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement, including its exhibits and the Order Forms, the courts that have jurisdiction over any such dispute or lawsuit, depend on the Company entity entering into this Agreement as detailed below:

    Company Entity	Governing Law is:	Courts with exclusive jurisdiction are:
    TRUSTFLIGHT LIMITED	England and Wales	London, England
    TOTAL AOC SOLUTIONS LTD	England and Wales	London, England
    TRUSTFLIGHT (CANADA) INC	British Columbia	Vancouver, British Columbia

SCHEDULE 2: SOFTWARE TERMS AND CONDITIONS

1. The Service
   1. Each Service is defined within a (“Service Description Document”) which shall describe (i) the modules available and core functionality; (ii) implementation; and (iii) supported hardware/software to use the Service(s). The Order Form specifies which software modules will be provided to the Customer by the Service Provider (“Application”).
   2. The Service Provider shall, with effect from the Commencement Date, provide the Service to the Customer on a non-exclusive basis for the Term and in accordance with the terms and conditions of this Agreement.
   3. The Commencement Date shall be followed by an implementation phase (for all agreed modules listed in the Order Form) as specified within the applicable Service Description Document(s).
   4. The Customer shall cooperate with the Service Provider during the implementation phase and provide such access to its facilities as the Service Provider may reasonably request for such purposes.
   5. The Customer may submit requests for altered, enhanced or extended functionality of the application (“Change Request”). Change Requests will be reviewed by the Service Provider and may be included in future updates to the Application solely at the Service Provider’s discretion. For the avoidance of doubt, the Customer provides the Service Provider a fully paid-up perpetual, irrevocable, worldwide and royalty-free licence to use any content of a Change Request.
2. Training & Audit Support
   1. The Customer shall ensure that all User(s) are appropriately trained and bear any costs associated with such training over and above any training provided during the implementation phase as described in the Service Description Document.
   2. Additional training outside of the implementation phase is subject to the following fees: Remote: $150 per hour; On site: $900 per day plus travel and expenses.
   3. Without prejudice to Schedule 1, Clause 4.3, Service Provider will provide standard, non-Customer specific documentation to support Customer audit activities. Additional audit support is subject to availability of Service Provider personnel and the following fees: Remote: $150 per hour; On site: $900 per day plus travel and expenses.
3. Customer Data & Back-Ups
   1. The Service Provider shall make regular backups of all Customer Data at least once daily. Such backups will be stored at a location separate from the primary data.
   2. In the event of any loss of damage to Customer Data, the Service Provider shall use reasonable endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer. The Service Provider shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Service Provider to perform services related to Customer Data maintenance and back-up).
   3. The Service Provider shall make accessible for download to the Customer all Customer Data stored in the Application on the effective date of termination. Customer Data will be accessible for download for 30 days from the effective date of termination, failing which the Service Provider may destroy or otherwise dispose of such Customer Data after such time.
4. Maintenance, Support and Upgrades
   1. The Service Provider shall be responsible for all maintenance and upgrades to the Application which may from time to time be required in the opinion of the Service Provider. For the purposes of this Agreement, “Defect” shall be defined as a failure of the Application to substantially perform as defined within the Service Description Document including any errors or improper outcomes. Should the Customer determine that the Application includes a Defect, the Customer may at any time file error reports and the Service Provider shall use reasonable commercial endeavours promptly to correct any errors. During maintenance periods, the Service Provider may, at its discretion, upgrade versions, install error corrections and apply patches to the Application.
   2. Maintenance of the Application or other aspects of the Service that may require interruption of the Service (“Maintenance Events”) shall not be performed during Normal Business Hours (“Normal Business Hours” meaning 0600-2300 UK time, Monday-Friday excluding any UK bank holidays) unless the Service Provider gives the Customer no less than 48 hours’ prior notice. The Service Provider may interrupt the Service to perform emergency maintenance during the daily window of 2300-0200 UK time. Any Maintenance Events that occur during Normal Business Hours, and which were not requested or caused by, or notified as referenced above in advance to, the Customer, shall be considered downtime for the purpose of service availability measurement. The Service Provider shall at all times use reasonable endeavours to keep any service interruptions to a minimum.
   3. The Service Provider shall provide the Customer with technical support services. The Customer shall notify in writing to the Service Provider up to a maximum of 5 personnel to act as Internal Administrators (“IA”) who shall be authorised to contact the Service Provider for technical support services. The Service Provider shall provide technical support services only to such specified IA’s.
   4. The IA’s are given access to TrustFlight Support 24/7, 365 days per year via: Telephone: +44 (0) 2038 555972; Email: support@trustflight.com; Access to Customer Support Ticket Portal: https://helpdesk.centrik.net
   5. The Service Provider technical support call centre shall respond to all support requests from IA’s within the time periods specified below, according to priority.
   6. The named IA’s and TrustFlight Support shall jointly determine the priority of any Defect, and respond within the specified time, using one of following priorities:

   Severity	Definition	Response Time (From Service Provider being first notified)	Resolution Time (From Service Provider being first notified)
   Critical	Complete outage of system or serious degradation impacting at least 80% of User(s)	30 minutes	2 hours
   High	Limited degradation of system preventing use of key features and impacting at least 20% of User(s) E.g. User(s) are unable to submit reports	1 hours	1 working day
   Medium	Recurring Defects affecting localised features that do not meet the criteria above E.g. Managers are unable to filter KPI report as desired	2 hours	1 week
   Low	Minor Defects that do not prevent effective usage of the system, or have ready workarounds	1 day	No commitment

5. Service Level Agreement
   1. Subject to the exceptions contained in Schedule 2 Clauses 2, 4 and Schedule 1 Clause 10, the Service Provider shall provide at least a 99.9% uptime service availability level (“Uptime Service Level”). Downtime in this context refers to an unplanned Critical Defect or a Maintenance Event that was not notified to the Customer in accordance Schedule 2, Clause 4.
   2. The availability measurement is based on the monthly average percentage availability, calculated at the end of each calendar month as the total actual uptime minutes divided by total possible uptime minutes in the month. The Service Provider shall keep and shall send to the Customer, on request, full records of its availability measurement activities under this Agreement.
   3. If availability falls below the Uptime Service Level in a given calendar month (“Service Delivery Failure”), the Service Provider shall credit the Customer's account by an amount calculated as the product of the total cumulative downtime (expressed as a percentage of the total possible uptime minutes in the month concerned) and the total Fee for that month (“Service Credit”).
   4. The maximum Service Credit allowable in a given month is limited to an amount equal to 50% of the total Fee for that month.
   5. The Customer acknowledges and agrees that Service Credits constitute a genuine pre-estimate of the loss or damage that the Customer would suffer as a result of the Service Provider’s Service Delivery Failure and are not intended to operate as a penalty for the Service Provider’s non-performance. The Customer further acknowledges and agrees that payment of Service Credits constitutes the Customer’s exclusive remedy in respect of the Service Provider’s Service Delivery Failure.
   6. Sums paid as Service Credits to the Customer shall count towards the Service Provider’s cap on its liability in Schedule 1, Clause 7.4.2.
6. Software Licences & Application Terms of Use
   1. The Customer shall use the Application and its components under a non-exclusive, non-transferable licence, as set out in this Agreement. The Customer shall use, and shall procure that all User(s) use the Application only as expressly permitted in this Agreement. The Customer and User(s) shall only use the Application exclusively for the purposes of conducting their normal business.
   2. Notwithstanding any functionality in the Application, Customer agrees that the Application is provided only as a tool, and must only be used in accordance with applicable regulations and with appropriate backups, safeguards and procedures in place. Customer is responsible for verifying the accuracy and correctness of any information provided through the Application. Regulatory compliance of the Application is the sole responsibility of the Customer, and the Service Provider provides no warranties on the compliance of the Application or Service(s).
   3. The Service Provider warrants that the Application and its components are either its property, or that it has the requisite authority to sub-licence the Application and its components to the Customer for the purposes of this Agreement. Nothing in this Agreement shall transfer any Intellectual Property Rights or other rights in the Application or the Service(s) to the Customer, all of which remain the property of the Service Provider or its licensors.
   4. User(s)’ access to the Application shall be controlled by means of authentication by user name and password which must be kept confidential. The Customer is responsible for maintaining the User(s) access to the Application. This includes adding and removing Users, managing User(s) permissions, and changing User(s) passwords.
   5. The Customer shall not:
      1. attempt to copy, duplicate, modify, create derivative works from or distribute all or any portion of the Application except to the extent expressly set out in this Agreement or as may be allowed by any applicable law which is incapable of exclusion by agreement between the Parties;
      2. store, distribute or transmit any thing or device (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect: the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; access to or the operation of any programme or data, including the reliability of any programme or data (whether by rearranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
      3. store, distribute or transmit any material through the Service that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; or promotes unlawful violence, discrimination based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activities;
      4. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Application, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Parties;
      5. access all or any part of the Application or the Service in order to build a product or service which competes with the Application and/or the Service;
      6. use the Application or Service to provide services to third parties;
      7. save in respect of User(s) and Non-Customer User(s) attempt to obtain, or assist third parties in obtaining, access to the Application and/or the Service.
   6. The Service Provider shall monitor the Customer’s, User(s)’ and Non-Customer User(s)’ use of the Application from time to time to ensure compliance with the terms and conditions of this Agreement.
7. Custom Development
   1. Customer may request the Service Provider to develop additional functionality, modifications, enhancements, integrations or other such developments to the application (“Custom Development”). Custom Development shall be defined in a separate Statement of Work (“SoW”) containing i) description of the Custom Development; ii) Acceptance Criteria; iii) Estimated Days to Develop and is agreed to by the Customer and Service Provider prior to commencement of any work.
   2. Custom Development work is billed on a time and materials basis (“Development Fee”), in advance, based on an estimate of the work involved. Once the SoW is completed, Service Provider will issue a final invoice or credit note as appropriate. Custom Development is billed at a daily rate of $1500. Once completed, an annual maintenance fee of 20% of the Development Fee will be charged for maintenance (“Maintenance Fee”).
   3. Custom Development work will be completed based on availability of Service Provider’s resource at the time of request. Service Provider reserves the right to reject any Custom Development requests for any reason. For the avoidance of doubt, all intellectual property created as part of Custom Development is property of the Service Provider, and the Service Provider provides a non-exclusive licence to the Customer for the Term of the Agreement, provided all Development and Maintenance Fees are paid.

Revision 1.1, Last Updated 2023-09-23. See Previous