Service Agreement

Introduction

Welcome to 1FLT Aviation DMCC, a company registered in Dubai, United Arab Emirates with registered office address of 1801, Dubai Star, Cluster L, Jumeirah Lake Towers, P.O. Box 337730, Dubai, United Arab Emirates (“1FLT”, “we”, “us”, or “our”).

We provide and/or arrange various aviation services and goods for our clients, such as route assistance services, jet fuel services, airport ground services, and other services (“Services” and “Goods”).

These Terms of Service (“TOS”) are a legal agreement between you (“Client”, “you”, or “your”) and us, and govern your access and use of our website, mobile application, and other online platforms (collectively, the “Platform”), as well as your purchase and use of our Services and Goods.

By accessing or using our Platform, or purchasing or using our Services or Goods, you agree to be bound by these TOS. If you do not agree to these TOS, you may not access or use our Platform, or purchase or use our Services or Goods.

To access or use our Platform, or purchase or use our Services or Goods, you must be at least 18 years old, or the age of majority in your jurisdiction, whichever is higher. You must also have the legal capacity and authority to enter into these TOS, and to comply with all applicable laws and regulations.

Our Platform, Services, and Goods are intended for business or professional use only, and not for personal, household, or consumer use. You represent and warrant that you are accessing or using our Platform, or purchasing or using our Services or Goods, for a legitimate business or professional purpose, and not for any illegal, fraudulent, or unauthorized activity.

These TOS, together with the accompanying application and the documents referred to herein (this “Agreement”), contain the entire understanding of Client and 1FLT in respect of the purchase and use of our Services and Goods and shall govern all matters relating thereto.

We may modify or update these TOS from time to time, at our sole discretion. We will notify you of any changes by posting the updated TOS on our Platform, and indicating the date of the last update. Your continued access or use of our Platform, or purchase or use of our Services or Goods, after the updated TOS are posted, constitutes your acceptance of the changes.

1. General Scope

1.1. The following provisions shall constitute the terms and conditions (i) under which 1FLT and its Affiliates around the world shall provide and/or arrange Services and Goods for Client, (ii) which obligate the Client to pay for such Services and Goods to 1FLT from which invoice(s) are received, and (iii) which govern all other rights, obligations, and limitations relating to the provision and/or arrangement of Services and Goods by 1FLT. Capitalized terms used but not otherwise defined in this Agreement shall have the meaning ascribed to such terms in Article 18.

2. Available Services and Goods

2.1. The services and goods provided to Client by, or through any arrangement made by, 1FLT are referred to in this Agreement as the “Services” and the “Goods” and are for the sole and exclusive use of Client for its own internal business purposes. Client shall not resell, repackage, or in any way distribute, deliver, forward, transmit, or broadcast, in any format or by any means any part of the Services or Goods to any other party for any unauthorized purpose.

2.2. Route Assistance Services: Which may include, without limitation, overflight permits, landing permits, slot coordination, prior permission assistance, flight planning, weather, airport NOTAMs, ATC filing, aviation information assistance.

2.3. Jet Fuel Services: Where aviation fuel and related support and/or arrangement services, which are supplied by 1FLT as Goods, sometimes with related support services, or arranged by 1FLT or 1FLT-Selected Providers as Services, for the benefit of Client.

2.4. Airport Ground Services: Which may include, without limitation, aircraft handling, ground transportation, catering, other ground services, ground services arrangement, ground services coordination, supervision, crew assistance, crew travel assistance, other independent handlers and vendors located throughout the world.

2.5. Credit Services: Which are subject to 1FLT's continuing discretion regarding credit limits, the Client aircraft's Captain may charge Services and Goods to Client's account with 1FLT.

3. Third-Party Providers

3.1. 1FLT Service Partners: Are third-party independent contractors selected by 1FLT, and 1FLT does not, and has no right to, supervise their operations. Although 1FLT attempts to make arrangements only with providers 1FLT believes are responsible and reliable, 1FLT undertakes no investigation and disclaims any and all responsibility for the acts and omissions of any 1FLT Service Partners or for the quality of services or goods sold or delivered by them.

3.2. Client Selected Service Providers: If Client chooses to use a third-party provider of services or goods that is not a 1FLT Service Partner, such Client Selected Service Provider shall be Client's agent. Client hereby assumes any and all responsibility for such third-party provider and 1FLT shall have no liability of any character, type, or description to Client or any other Person for the acts or omissions of such third-party provider.

4. Prices and Charges

4.1. Services and Goods: A schedule of charges to be invoiced by 1FLT, for Services and Goods provided by 1FLT and any applicable 1FLT Administration Fee, is published in the 1FLT Service Fees in effect at the time any service is rendered.

4.2. Third-Party Charges: Charges in the 1FLT Service Fees do not include charges and disbursements from third parties and Affiliates of 1FLT, including, without limitation, for landing, departure, or other permits and clearances; handling of flights, parking, stopover, and other trip support arrangements; navigation or airspace charges; or charges for Services and Goods provided by 1FLT Service Partners or Client Selected Service Providers.

4.3. 1FLT Administration Fee: Will be added to all third-party invoices, including invoices from Affiliates of 1FLT, for Services and Goods paid by 1FLT on Client's behalf. The 1FLT Administration Fee is assessed to compensate 1FLT for establishing and maintaining its worldwide network of 1FLT Service Partners for the benefit of Clients.

5. Non-Exclusivity and Utilization

5.1. Nothing herein is intended nor shall be construed as creating any exclusive arrangement between 1FLT and the Client. This Agreement shall not restrict either 1FLT or the Client from acquiring similar, equal, or like Services and/or Goods from other entities or sources.

5.2. The Client is not required to utilize 1FLT's Services and/or Goods. Under no circumstance shall the content of this Article be construed that the Client will be relieved of its obligations to 1FLT for any Services and/or Goods provided for and for the benefit of the Client.

6. Client Credit and Security

6.1. With the information provided by Client, 1FLT shall evaluate the creditworthiness of the Client. In its sole discretion, 1FLT shall determine the appropriate credit limit for Client and, as necessary, require security in the form of a cash security deposit, letter of credit, or credit enhancement before initiating or continuing to provide Services and Goods to Client.

6.2. If 1FLT, in its sole discretion, at any time deems itself insecure with regard to the creditworthiness of Client, the provision of Services or Goods may be discontinued, with or without notice, until security is provided that is acceptable to 1FLT.

7. Invoicing and Payment Terms

7.1. 1FLT will invoice Client as specified in the 1FLT Service Fees, and Client shall pay all sums due under this Agreement. Client understands that there may be considerable passage of time between when Client accepts a Service or Good from a third party and when 1FLT receives the invoice from such third party. No such delay, regardless of its duration, will relieve Client of its obligation to pay invoices received from 1FLT.

7.2. Unless disputed in writing by Client within ten (10) days of the invoice date, all invoices shall be deemed correct and accepted by Client. No dispute shall relieve Client of its obligation to timely pay undisputed portions of any invoice received from 1FLT.

7.3. Client shall pay 1FLT for all Services or Goods, including any related tax, duty, fee, or other governmental charge assessed. Payment shall be made in the currency specified in the 1FLT Service Fees by wire transfer, check, or draft to 1FLT.

7.4. Past due amounts bear interest at the Agreed Rate. Past due amounts may be offset or presented for payment against Client's letter of credit or any other security Client has delivered to 1FLT.

8. Insurance

8.1. At all times during the term of this Agreement and for six (6) months thereafter, Client, if it is the owner of the aircraft, shall maintain in full force and effect aircraft hull and liability insurance on all aircraft to which Services or Goods will be provided, covering bodily injury to passengers and other Persons in the amount of at least USD 5,000,000 per seat of the covered aircraft, and property damage in the amount of at least the fair market value of the covered aircraft.

8.2. At all times during the term of this Agreement and for six (6) months thereafter, Client, if it is a duly authorized agent of the aircraft owner, shall maintain in full force and effect insurance covering bodily injury to passengers and other Persons and property damage in the amount of at least USD 50,000,000.

9. Liability and Limitations; Exclusive Remedy

9.1. None of 1FLT or any third-party provider has made or makes any warranties or representations whatsoever, express or implied, with respect to any services or goods provided under this agreement, including but not limited to any implied warranty of merchantability or any implied warranty of fitness for a particular purpose.

9.3. Client acknowledges and agrees that none of 1FLT, any 1FLT Service Partners, or any Client Selected Service Providers, or any of their respective officers, directors, shareholders, partners, members, employees, representatives or agents will be liable to Client in respect of any Proceeding for any and all losses, damages, claims, loss of use or profits, diminution of value, death of or personal injury to any person, or liability of any character, type, or description.

9.6. In no event and under no circumstances will 1FLT or any third-party provider be liable to Client or any other person for any special, consequential, incidental, indirect, punitive, or exemplary damages.

9.7. Should 1FLT have any liability for Losses under this Agreement, the exclusive remedy for Client shall not exceed the amount chargeable to Client in respect of the specific portion of such Services or Goods for that flight leg.

9.8. No Proceeding shall be brought against any Released Party by Client unless written notice of a claim has been delivered within thirty (30) days of the later of (i) the claim arising or (ii) Client learning of the existence of the claim. In no event shall any Proceeding be brought more than two (2) years after the date the facts, events or circumstances giving rise to the claim first occur.

10. Leasing of Aircraft / Change of Ownership or Registry

In the event Client leases or loans its aircraft to another party, unless 1FLT is notified otherwise in writing seven (7) days prior to such leasing or loan and 1FLT can reach an agreement with such lessee or borrower, Client shall remain liable for all expenses incurred by the aircraft or crew as if the Client were operating the aircraft. Client shall also notify 1FLT of any change in ownership or registry of its aircraft.

11. Notices

Any notice provided for herein shall be sent by certified mail, electronic mail, hand delivery, or fax transmission, addressed to 1FLT Aviation DMCC at 1801, Dubai Star, Cluster L, Jumeirah Lake Towers, Dubai, United Arab Emirates. Electronic mail messages, unless acknowledged by return communication, shall be presumed undelivered.

12. Representations and Warranties

Client represents and warrants to 1FLT that (i) Client either owns the aircraft for which Services or Goods are purchased or is a duly authorized agent of the owner, (ii) Client and those acting on its behalf will not request 1FLT or any 1FLT Service Partners to provide Services and/or Goods if providing them would violate the law, (iii) this Agreement constitutes the valid and binding obligation of Client, enforceable against Client in accordance with its terms.

13. Client Information and Communications

Client hereby authorizes 1FLT and its employees, attorneys, agents, successors and assigns to obtain, from any person, source, or entity any and all information concerning the information Client provided and Client's credit history and status. Any such information will be held, used, and processed by 1FLT to verify information, manage Client's account, confirm and enhance 1FLT's Client records, for statistical analysis, to establish identity, to assess Client's credit status on an ongoing basis, and to collect amounts due.

Client agrees and acknowledges that all communications between 1FLT and Client, including telephone calls and e-mails, may be monitored for quality control and to ensure compliance with all applicable laws and regulations.

14. Trade Sanctions and Export Controls

Client agrees that it shall keep itself informed of and shall comply with governmental trade sanctions and restrictions as they are revised from time to time and that neither Client, any officers, directors, shareholders, partners, members, employees, representatives, or agents of Client nor any of the parties receiving or purchasing Services or Goods on behalf of Client hereunder shall be Persons subject to such trade sanctions or restrictions.

15. Governing Law and Service of Process

15.1. This Agreement and all claims and causes of action shall be governed in accordance with the laws of the United Arab Emirates, or, at the election of 1FLT, in accordance with the laws of the jurisdiction in which any aircraft or other asset of the Client is located.

15.2. Each party hereby irrevocably submits to the exclusive jurisdiction of the English courts, or, at the election of 1FLT, the jurisdiction of the courts of the country in which any aircraft or other asset (including a bank account) of the Client is located, or the exclusive jurisdiction of the local courts situated where such 1FLT is located.

16. 1FLT Remedies

16.1. In the event Client fails to make full payment when due, 1FLT reserves the right to charge Client interest on the unpaid amount at the Agreed Rate and shall have the right to suspend or terminate the provision of Services or Goods until such payment is received.

16.2. In the event Client fails to make full payment when due, Client hereby authorizes 1FLT to file a lien for any and all unpaid charges and acknowledges and agrees that 1FLT may invoke any and all statutory or equitable lien rights in connection with the enforcement of 1FLT's right to payment under this Agreement.

17. General

17.1. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings. 1FLT may assign this Agreement to an Affiliate and may pledge or otherwise mortgage for financing purposes sums due hereunder. This Agreement is executed and made in the English language, which shall be the official and governing language.

18. Definitions

• “Affiliate(s)” means any Person that directly or indirectly controls, or is controlled by, or is under common control with, the specified Person.
• “Agreed Rate” means the lesser of 3% per month, or the maximum rate of 10%.
• “Client” means you, the party entering into this Agreement with 1FLT.
• “1FLT” means 1FLT Aviation DMCC, a company based in Dubai, United Arab Emirates and its Affiliates, collectively.
• “1FLT Service Partners” means any Person specifically assigned by 1FLT that provides Services or Goods to Client pursuant to this Agreement other than 1FLT.