Flight Ops Pro provides Aviation Operators, activity/Tour companies & gift experience companies with an online booking software comprising Aircraft & Pilot/staff inventory,Voucher management software, customer relationship management software, sales and distribution software, charter flight & quote management and other related software (“Flight Ops Pro”) to its customers. Upon entering into this Agreement, Flight Ops Pro grants you a limited, revocable, non-transferable and non-exclusive licence to access and use the Flight Ops Software only in accordance with this Agreement and for the purpose of:
• managing your inventory;
• managing your customer database; and
• processing electronic bookings by your customers.
Flight Ops Pro’s privacy statement may be viewed at http://www.flightopspro.co.uk/Privacy-policy . Flight Ops Pro reserves the right to modify its privacy statement in its reasonable discretion from time to time. Individual users, when they initially log in, will be asked whether or not they wish to receive marketing and other non-critical Service-related communications from Flight Ops Pro from time to time. They may opt out of receiving such communications at that time or at any subsequent time by changing their preference My Account. Note that because the Service is a hosted, online application, Flight Ops Pro occasionally may need to notify all users of the Service (whether or not they have opted out as described above) of important announcements regarding the operation of the Service. If you become a paying customer of the Service, you agree that Flight Ops Pro can disclose the fact that you are a paying customer.
To access Flight Ops Pro’s Software you must register with us by creating an account on our website. You will then be required to activate Your Account by providing us with your credit card details and any other details required by us.
If you are entitled to a free trial, you do not need to activate Your Account at the time of registration but must activate Your Account prior to the end of the trial. If you do not activate Your Account before the trial ends we will immediately terminate your access to Your Account and the Services. If you are registering on behalf of a company you represent and warrant that you have the requisite authority to register on behalf of that company. You are responsible for ensuring that all information provided to us (including the information stored in Your Account), remains complete and up to date.
Once you have registered we will provide you with a username and password. You are responsible for the security of your password and all activity on Your Account (whether or not undertaken by you) and indemnify us against any unauthorised access.
You are responsible for the accuracy and management of all data uploaded using Your Account. You agree to indemnify Flight Ops Pro and its related bodies corporate against any damages, costs, claims or liabilities arising from or in connection with any data uploaded using Your Account.
USE OF THE SERVICES
You agree not to:
• modify or alter the Flight Ops Pro Software or any other software used to provide the Services;
• sublicense, resell, transfer, assign or distribute the Flight Ops Pro Software;
• reverse engineer, disassemble or attempt to derive the source code from the Flight Ops Pro Software or any other software used to provide the Services;
• upload viruses, worms, trojans, or other harmful software;
• access or use the Services in any way intended to avoid incurring charges or exceeding usage limits; or
• transmit information that infringes the rights of others or is abusive, pornographic, violent, racist, discriminatory, defamatory, harassing or threatening.
You may use the Service only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libellous, or otherwise unlawful material, including material harmful to children or of any third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.
THIRD PARTY CONTENT
We may make third party content such as software applications, Plugins & website links or communication forums (including but not limited to online bulletin boards, chat forums, news groups or any other communication forum) available from time to time (“Third Party Content”). Any Third Party Content is owned by the party contributing that content. As a user of any communication forum you are responsible for your content. By transmitting content on any such forum you represent that you have all rights and authority necessary to post, submit, display, produce or otherwise transmit the content and you agree that you will not submit material that is or contains third party intellectual property unless you have authority to use it. You agree that any content transmitted on a communication forum is not confidential. By submitting any material to a communication forum you grant us an irrevocable right to use, reproduce, distribute, modify or display the material in connection with Flight Ops Pro’s Software or Services. To the extent that you do not have ownership rights to the content transmitted by you on a communication forum, you indemnify us for any claim regarding our use of the content. We reserve the right to delete or remove any material placed by you on any communication forum that we, in our sole discretion, deem inappropriate. Third Party Content is not controlled, monitored, tested or endorsed by us and use of any Third Party Content is at your own risk. We will not be liable for any damage, costs, claims or liability incurred as a result of your use of the Third Party Content.
You are responsible for;
• the development and maintenance of Your Content;
• configuring and using the Flight Ops Pro Software;
• protection and backup of all Your Content;
• ensuring that all your product or service information, including availability and pricing information, is kept current at all times;
• ensuring that you can fulfil all reservations, bookings or purchases made online and for communicating any changes directly with
• compliance with any applicable laws and Flight Ops Pro policies; and
• any claims relating to Your Content, including but not limited to any infringement of intellectual property rights claims.
We may, from time to time and in our sole discretion, release modifications or upgrades to the Flight Ops Pro Software but are under no obligation to do so. You consent to us modifying or upgrading the Flight Ops Pro Software without your knowledge.
You acknowledge from time to time we may be required to undertake scheduled or unscheduled maintenance and this may cause interruptions to the Services. You may not be able to process bookings using the Flight Ops Pro Software during this time. Where practicable we will provide you with at least 2 days notice in respect of any scheduled maintenance period or upgrade. Any general maintenance periods will be specified on our website & Flight Ops Pro accepts no liability in the form of loss of earnings to any user as a result.
If you have elected to pay monthly, payment of all fixed monthly Service Charges are payable in advance on the Due Date. All Usage Charges are payable monthly in arrears. We will issue you with a tax invoice you for the charges on a monthly basis.
If you have elected to pay annually in advance, an amount equal to the Service Charges for a 12 month period is payable upfront. All Usage Charges are payable monthly in arrears. We will invoice you for the initial 12 month payment and will issue further invoices as necessary in respect of any Usage Charges. In addition to any other charges applicable under this Agreement, if you terminate the Services during any applicable Minimum Period, you will be liable to pay us a genuine estimate of the loss incurred by the early termination being an amount equal to 80% of the Service Charges multiplied by the number of months remaining in the Minimum Period. You authorise us to debit all applicable charges from your bank account using the credit card details associated with your Flight Ops Pro account.
Where applicable, you will not be liable for any charges incurred during any free trial period.
All charges, including but not limited to monthly Service Charges, are subject to change on 30 days notice. If you are obtaining Distribution Services no pricing changes will take effect during the Minimum Period. If you have paid for the Services in advance, no pricing changes will take effect until the end of the prepaid period.
All fees and charges quoted are exclusive of Value Added Tax where appropriate, withholding tax and any other applicable taxes or duties. You are liable for any applicable taxes in relation to the Services. All charges paid to Flight Ops Pro are non-refundable, including but not limited to any Service Charges paid in advance.
We may suspend your access to the Services and/or Your Account if we reasonably determine:
• you are in breach of this Agreement;
• payment has not been made within 14 days of the Due Date;
• you are using the Services in a manner not permitted under this Agreement;
• it is reasonably necessary for unscheduled repair or maintenance of the Services;
• the Services are being used illegally or fraudulently; or
• your use of the Services, in our reasonable opinion, poses a risk to the Flight Ops Pro Software.
• You may not access the Service if you are a direct competitor of Flight Ops Pro or engaged in the design, development or marketing of similar products or services, except with Flight Ops Pro’s prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
Service Charges will continue to accrue during a suspension imposed by us. You may suspend the Services at any time for a maximum of 11 months via written confirmation to Flight Ops Pro. At the time you elect to suspend the Services you must elect a date for the suspension to end. No Service Charges will accrue during any such suspension however you must pay a fee equal to the Service Charges for a one month period. This fee will be set off against the first month’s Service Charges when you reactivate your Services. For the avoidance of doubt, where you suspend the Services before the end of a particular month or prepaid period, you will forfeit the fees already paid in respect of that period. You will not be able to access Your Account during a suspension period. In the case of a suspension elected by you, access to Your Account will be automatically reinstated on the date you have elected to end the suspension.
TERM AND TERMINATION
This Services Agreement applies from the Commencement Date and includes any applicable free trial period, any term as set out below and any other period during which you are using or have access to the Services.
If the Services you have elected do not include Distribution Services and you have elected to pay:
• on a monthly basis, the term of this Agreement will commence on the Activation Date and continue until terminated by either party providing 14 days written notice to the other party; or
• annually in advance, the term of this Agreement will commence on the Activation Date and continue for a period of 12 months.
Either party may terminate this agreement by providing written notice at least 14 days prior to the expiry of the 12 month period, in which case the effective date of termination will be the end of the 12 month period. If this Agreement is not terminated at the end of the 12 month period, we will charge you for a further 12 month period and this provision will continue to apply to all subsequent 12 month periods.
If you have elected to obtain Distribution Services the term of this Agreement will commence on the Activation Date and continue for the Minimum Period (unless you obtain the Distribution Services at a later date in which case the Minimum Period will commence on the date you acquire access to the Distribution Services). Either party may terminate this agreement by providing written notice at least 14 days prior to the expiry of the Minimum Period, in which case the effective date of termination will be the end of the Minimum period. If this Agreement is not terminated at the end of the Minimum Period it will continue until either party provides the other party with 14 days written notice of termination. In addition, you may elect to terminate the Services at any time during the Minimum Period by giving us at least 14 days written notice of termination, however early termination charges will apply.Notwithstanding any other clause of this Agreement Flight Ops Pro may terminate this Agreement (and your access to the Flight Ops Pro Software) by notice and with immediate effect if:
• you fail to pay in full the charges due under this Agreement within 14 days of the Due Date;
• you have breached a material term of this Agreement and the breach is not capable of remedy, or, where the breach is capable of remedy you have failed to rectify that breach within 14 days of receipt of a notice from Flight Ops Pro requiring you to do so;
• your use of the Flight Ops Software or the Distribution Services is in breach of or in connection with a breach of the law; or
• Flight Ops Pro in unable to continue providing the Services due to a change in our relationship with our suppliers or Distribution
Either party may terminate the Agreement with immediate effect by written notice if the other party becomes or resolves to become subject to any form of insolvency administration. Upon termination of this Agreement access to Your Account will be terminated.
INTERLECTUAL PROPERTY RIGHTS
You represent and warrant that:
• you or your licensors own all right, title and interest in and to Your Content;
• you have sufficient rights in Your Content to enter into and grant the rights provided for in this Agreement; and
• Your Content does not infringe any third party intellectual property rights.
We acknowledge that you retain all rights, title and interest in Your Content. You consent to our use of Your Content for the purpose of fulfilling our obligations under this Agreement. You acknowledge that we or our affiliates or licensors own all rights, title and interest in and to the Flight Ops Pro Software (including but not limited to any images, photographs, videos, audio and text incorporated into the Flight Ops Pro Software). Except as provided pursuant to this Agreement, you obtain no rights to the Flight Ops Pro Software or Services, including any related intellectual property rights.
LIABILITY AND INDEMNITY
The Flight Ops Software and the Services are provided “as is” and we make no representations or warranties of any kind regarding the Flight Ops Pro Software or Services. We do not warrant that the Flight Ops Pro Software or Services will meet your requirements. You acknowledge that the Flight Ops Pro Software and Services may not be free from fault, interruption or external intrusion.
To the extent permitted by law, all express or implied representations, conditions, warranties, guarantees or other provisions that are not contained in this Agreement (whether based in legislation, the common law or otherwise) are excluded, including any representations, conditions, warranties or guarantees as to acceptable quality, fitness for purpose or timeliness. If any condition, warranty, guarantee or other provision is implied or imposed in relation to the Agreement (whether based in legislation, the common law or otherwise) and cannot be excluded (a Non-Excludable Term), and we are able to limit your remedy for a breach of a Non-Excludable Term, then our liability for a breach of a Non-Excludable Term is limited to (at our option):
• the re-supply of the services; or
• the payment of the cost of resupplying the services.
Subject to our obligations under the Non-Excludable Terms, and to the maximum extent permitted by law, we are not liable to you in tort, contract or otherwise for any loss of profits, data, goodwill, pure economic loss, or expectation loss, or other indirect, consequential, special, punitive or exemplary loss or damage, even if such loss or damage was reasonably foreseeable, arose naturally or was contemplated by the parties. If, notwithstanding the preceding provisions of this clause, we are liable to you in relation to the Services or the Agreement, our liability is limited to a sum equal to the total amount paid by you under the Agreement in the period 12 months prior to the date of the liability arising.
Notwithstanding any other provision of the Agreement, you are liable to us, our affiliates and licensors (including each of their directors, employees, agents, and representatives) for and indemnify us against any loss, damage, claim, proceeding and cost (including all legal costs on an indemnity basis), including as a result of a third party claim against Flight Ops Pro, arising out of:
• the use or attempted use of the Flight Ops Pro Software or Services;
• Your Content, including any claim involving alleged infringement or misappropriation of third party rights in Your Content or the use, development, advertising or marketing of Your Content; and
• any breach of this Agreement.
Each party’s liability to the other party under the Agreement (including without limitation under an indemnity), will be reduced to the extent that such liability was caused by the other party, its employees, subcontractors and authorised representatives or a related body corporate (as defined in the Corporations Act 2001) of that other party.
All notices required to be given pursuant to this Agreement must be given in writing in accordance with this clause.
We may provide any notice to you under this Agreement by:
• posting a notice on the our website; or
• sending an email to the email address then associated with Your Account.
Notices we provide by posting on our website will be effective upon posting and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with Your Account when we send the email, whether or not you actually receive the email.
We may update the email address for notices to us by posting a notice on our website. You may provide us notice under this Agreement by email to email@example.com
We may amend this Agreement at any time by posting a revised version of the Agreement on our website or by notice to you in accordance with the notice provisions. It is your responsibility to check the Flight Ops Pro website regularly for any amendments to this Agreement. The amended terms will become effective on the date they are posted on our website on otherwise in accordance with the notice provisions. By continuing to use the Services after the effective date of any amendment to this Agreement, you agree to be bound by the amended terms.
Notwithstanding any other clause of this Agreement, neither party will be liable to the other party for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond that party’s reasonable control, including acts of God, systemic electrical, telecommunications or other utility failures, earthquakes, storms or other elements of nature, embargos, riots, acts or orders of government, acts of terrorism or war (Force Majeure Event).
Each party’s obligations to the other party will be suspended to the extent of the Force Majeure Event. If a Force Majeure Event prevents a party from discharging its obligations under this Agreement for a period exceeding 60 days, the other party may terminate this Agreement by providing 30 days written notice.
This Agreement contains the entire agreement and understanding between the parties with respect to its subject matter. Each party acknowledges that it has not relied on any previous negotiations or representations (express or implied) except as set out in this Agreement. All prior negotiations or representations are excluded to the maximum extent permitted by law.
Either party may assign or deal with their right under this Agreement only with the other party’s written consent, which must not be unreasonably withheld.If any part of this Agreement is held to be invalid or unenforceable, then the invalid or unenforceable section will be severed and the remainder of this Agreement will remain in full force and effect.The failure by a party to enforce any provision of this Agreement will not constitute a continuing waiver of that provision or a waiver of any other provision, unless expressly provided in writing by an authorised representative of that party.All clauses which are either expressly or by implication intended to survive termination will continue to apply after termination including without limitation, Third Party Content, Charges, Intellectual Property Rights, Liability and Indemnity and Confidentiality.This Agreement is governed by U.K Law,
In this Agreement, unless the context otherwise requires:
“Activation Date” means the date you give us your credit card details and become liable for the applicable Service Charges and Usage Charges.
“Commencement Date” means the date when you accept the terms and conditions of this Agreement or, if earlier when you start using the Services.
“Distribution Channel” means any distributor in the business of selling or promoting tours or activities and listed on the Flight Ops Pro website from time to time.
“Distribution Services” means the services through which Flight Ops Pro provides your selected Distribution Channels with access to your inventory.
“Due Date” means each monthly anniversary of the Activation Date, unless your Activation Date falls on the 28th to the 31st of a calendar month, in which case your anniversary will be the last day of each subsequent month.
“GST” means any applicable goods and services tax or any similar tax.
“Minimum Period” means a period of 12 months.
“Flight Ops Pro” (“we”, “us” or “our”) means Flight Ops Pro the company and includes Flight Ops Pro employees, contractors and any related bodies corporate.
“Service Charges” means the monthly fees payable in respect of the Services.
“Services” means the Services provided by Flight Ops Pro to you, which may include but is not limited to access to the Flight Ops Pro Software and Distribution Services.
“Usage Charges” means any usage charges applicable to the Services and calculated on a monthly basis, including but not limited to any fees for messages received or sent using our SMS application or fees for processing online bookings placed through the Flight Ops Pro Software in excess of any applicable online booking allowance.
“Your Account” means the online Flight Ops Pro account you create to access the Flight Ops Pro Software and store Your Content.
“Your Content” means any software, data, text, audio, video, images or other materials uploaded onto the Flight Ops Pro Software using Your Account, or otherwise processed, used or stored in connection with Your Account.