Standard Terms and Conditions

Last modified: 10/30/2024

The purpose of following terms and conditions (these “Terms & Conditions”) is to define the general terms and conditions under which Gridiron Air LLC (“Gridiron Air”) provides its charter services to you (“Customer”) as identified in a Quotation (as defined below). These Terms & Conditions are incorporated by reference into any charter agreement (each a “Charter Agreement”), or any flight quotation or proposal (each a “Quotation”), in each case offered to Customer by Gridiron Air and, unless otherwise agreed in writing by Gridiron Air, shall apply to each charter flight Gridiron Air is contracted to provide to Customer pursuant to any Charter Agreement or Quotation (each a “Charter Flight”). These Terms & Conditions may be revised by Gridiron Air at any time at its sole discretion and without notice. The Terms & Conditions applicable to each Charter Flight are those in effect at the time of the relevant Charter Flight. These Terms & Conditions do not and shall not be construed to create any right or cause of action against Gridiron Air for any obligation other than an obligation expressly undertaken by Gridiron Air in these Terms & Conditions.

  1. Pricing

    1. All pricing is stated in United States dollars ($). Quotations are estimates calculated using expected flight plan route, number of passengers, and schedule, and are subject to review, approval, and pricing revisions as (without limitation) aircraft availability and operational limitations, fuel price (including, without limitation, as a result of any difference between (i) the fuel cost assumption set out in any Charter Agreement / Quotation and (ii) the actual in-wing fuel cost of any Charter Flight(s)), crew duty time restrictions, government permits, airspace control authorizations, departure and landing slots, extended airport hours are re-evaluated and secured. These changes may affect the original Quotation. Gridiron Air will provide an updated Quotation and/or Charter Agreement detailing itinerary changes upon request subject to the terms of paragraph 3 below. 
    2. When applicable, additional charges apply, including without limitation, international fees and taxes, customs and immigration charges, catering, and de-icing (all of which are estimated at the time of Quotation and billed to Customer at actual cost).
    3. The Quotation includes a fuel price that may increase or decrease. The actual fuel cost will be billed once determined.
    4. Standard aircraft stock (snacks and beverages) is included on all Charter Flights arranged by Gridiron Air at no charge. Additional food, beverage, or alcohol may be ordered at Customer’s request and expense, subject to market availability and aircraft equipment.

  2. Operational Control

    1. All Charter Flights shall be completed by Gridiron Air on an aircraft operated by Gridiron Air (each an “Aircraft”) under its Part 121 air carrier certificate, GIRA639Q, and:   
      1. in accordance with the requirements, authorizations, deviations, limitations, and procedures of all applicable FARs;
      2. in accordance with the manufacturer’s and Gridiron Air’s maintenance and operations, in each case, as approved or accepted by the FAA, and Gridiron Air’s air carrier certificate and related operations specifications;
      3. in accordance with the terms of the applicable policies of insurance; and 
      4. in compliance with all other laws and regulations applicable to the operation, use, safety, security, and maintenance of such Aircraft by Gridiron Air. 
    2. By entering into a Charter Agreement or a Quotation, each of Customer and Gridiron Air acknowledges that:
      1. the DOT regulations, 14 Code of Federal Regulations Section 212.3(e), allow Gridiron Air to require Customer to either post a satisfactory bond or make full payment (including the cost of the return portion of a round-trip flight) for Charter Flights prior to departure;
      2. Customer's advance payments are secured by an escrow account at a depository bank, as required by 14 Code of Federal Regulations Section 212.8(c). The name and address of the depository bank is Huntington Bank, N.A., 41 S. High Street, Columbus, OH 43215; and
      3. during the term of such Charter Agreement or Quotation, as applicable, Gridiron Air may change the depository bank or substitute another form of security arrangement authorized by the DOT upon advance notice to Customer.

  3. Changes

    1. Once a Quotation has been confirmed by Gridiron Air, Customer may propose changes to the flight itinerary, passenger or cargo manifest, or schedule set out in the Quotation in writing subject to approval of Gridiron Air, pricing adjustment, Aircraft availability, and crew availability. 
    2. If Gridiron Air can no longer fulfil a Charter Flight as previously quoted to Customer, Gridiron Air will perform best commercial efforts to provide Customer an alternative option available at the time to replace the prior planned Charter Flight. Alternative flight options may be presented at a cost higher or lower than the previous Charter Flight. The Customer will have the option to accept or decline the alternative flight based on the revised quote options. There will be no cancellation fee payable if Customer decides not to accept one of the alternative flight options.
    3. Only manifested passengers (and their baggage) are permitted on board an Aircraft. To avoid departure delays, passenger manifest changes must be communicated to Gridiron Air in writing no later than 24 hours prior to the applicable agreed departure time.
    4. If a Charter Flight is interrupted for any reason, such as a delay caused by inclement weather, air traffic control, or a technical issue with an Aircraft, Gridiron Air will attempt to assist the passengers and keep any delays to a minimum. Gridiron Air is not liable for any missed opportunities that occur as a direct or indirect result of an interruption of charter service.

  4. Cancellation

    1. Notification of cancellation must be in writing.  Gridiron Air reserves the right to cancel or postpone any trip if security has been, or may be, compromised and will notify the Customer in writing of any cancellation.

  5. Payment Terms

    1. All payments by or on behalf of Customer to Gridiron Air under these Terms & Conditions shall be made for value on the due date in United States dollars and in immediately available funds by wire transfer to such account as Gridiron Air may notify Customer in writing, which may be set out in a Quotation, Charter Agreement or otherwise.
    2. The amount set out in the applicable Quotation shall be payable by Customer in accordance with the terms and conditions of such Quotation and the relevant Charter Agreement.

  6. Taxes 

    1. All amounts payable by Customer under these Terms & Conditions will be paid free from all set-off, claims, counterclaims, demands, deductions or withholdings whatsoever (except as required by law), and Customer will pay to Gridiron Air, together with the amount of any such payment, the applicable amount of Taxes (if any) thereon. All amounts expressed to be payable under these Terms & Conditions by Customer to Gridiron Air which (in whole or in part) constitute consideration for a supply for sales Tax purposes shall be deemed to be exclusive of sales Tax and, if sales Tax is chargeable on any such supply, Customer shall pay to Gridiron Air in addition to and at the same time as paying the consideration, an amount equal to the amount of the sales Tax.
    2. Gridiron Air is responsible for paying to the Internal Revenue Service, any and all Federal Transportation Excise Taxes as set forth in paragraph 6.3 below, if applicable.
    3. A federal tax of $5.00 per passenger and a Federal Transportation Excise Tax of 7.5% will apply to all Domestic Flight segments. A tax of $11.10 per passenger applies on all flights between the continental U.S. and Hawaii and/or Alaska. Other international arrival/departure taxes may apply. All foregoing amounts are subject to adjustment by the relevant government agency without notice.

  7. Force Majeure

    1. Gridiron Air will not be deemed to be in breach of its obligations hereunder or have any liability for any delay in performance hereunder, including any cancellation, delay, or diversion of a Charter Flight, or damage to an Aircraft, arising in whole or in part from any act of God, act of nature, acts of civil or military authority, strike or labor dispute, pandemics or epidemics, mechanical failure, lack of essential supplies or parts, weather, government restrictions, or for any other cause beyond the reasonable control of Gridiron Air. 

  8. Customer Behavior

    1. All passengers are required to adhere to and comply with Gridiron Air’s conditions of carriage as may be amended from time to time (the “Conditions of Carriage”), the latest version of which is accessible here or otherwise provided by Gridiron Air to Customer. 
    2. Customer shall provide a copy of, or access to, the Conditions of Carriage to each passenger prior to any Charter Flight.  Customer is responsible for ensuring all passengers act in accordance with the Conditions of Carriage and otherwise in a lawful and responsible manner while on an Aircraft.
    3. In addition, Customer is responsible for all costs associated with the diversion of any Aircraft or termination of any Charter Flight or the procurement of any passenger accommodation or alternative transportation due to breach of the Conditions of Carriage.  Furthermore, when applicable, Customer will be responsible for adherence to all relevant laws along with cooperation with local, federal and international law enforcement.
    4. Customer is liable to Gridiron Air for any damage caused by any of the passengers on an Aircraft, and for the cost of rectification of damages including thorough cleaning of such Aircraft, if required due to any passenger’s actions.

  9. Insurance

    1. Gridiron Air shall provide, upon request, a certificate of insurance which describes the relevant liability coverage amounts in respect of the applicable services and includes Customer as an additional insured.

  10. No Resale

    1. Customer agrees it is purchasing charter air transportation services for the carriage of Customer and its guests, and Customer will receive no compensation from a guest passenger for being carried on board any Charter Flight, unless permitted by law.

  11. Exclusion of Liability 

    1. Under no circumstances shall Gridiron Air (and its affiliates or their respective members or partners, directors, officers, employees, consultants, agents, and counsel, together the “Protected Parties”) be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages in connection with the performance of these Terms & Conditions, carriage, or other services performed by Gridiron Air, whether in contract or tort (including strict liability and negligence) such as, but not limited to, loss of revenue, loss of use, or loss of anticipated profits, and whether or not Gridiron Air had knowledge such damage might be incurred. Gridiron Air shall not be liable for any damage arising out of its compliance with laws, government regulations, order, rules requirements, or security directives or as a result of a Customer’s failure to comply with such laws, government regulations, orders, rules, requirements, or security directives or as a result of Customer’s reliance on advice provided by Gridiron Air regarding such laws, regulations, orders, rules, requirements, or security directives.
    2. Gridiron Air shall not be liable to Customer or any other person or entity for any injury to or death of any person or for any damage to or any loss of any property unless such injury, death, damage, or loss is the direct result of negligence or intentional misconduct on behalf of Gridiron Air or any of its employees or subcontractors. Customer agrees to accept the proceeds of the liability insurance carried by Gridiron Air as the sole recourse and exclusive remedy for all claims, losses, liabilities, costs, and expenses of any nature whatsoever for, on account of, arising out of such incident which results or arises out of the use or operation of any Aircraft.

  12. Indemnity

    1. Customer shall indemnify, defend, and hold harmless Gridiron Air and the Protected Parties from and against any and all claims, actions, suits, proceedings, judgments, administrative agency civil penalties, damages, costs, and expenses (including, without limitation, reasonable and documented attorneys’ fees and costs) brought by any of Customer’s passengers or to the extent they are due to Customer’s or passenger’s violation of any law applicable to the charter, security, or interference with the operation of any Aircraft; or Customer’s or any passenger’s breach of these Terms & Conditions, Quotations and/or any other agreements to which Customer and Gridiron Air are a party.
    2. Customer shall pay and, within three (3) days of demand, indemnify Gridiron Air against any Losses that Gridiron Air incurs in relation to all stamp duty, registration, and other similar Taxes payable in respect of these Terms & Conditions, Quotations, Charter Agreements and/or any other agreements to which Customer and Gridiron Air are a party. 

  13. No Agency

    1. Nothing contained in any Quotation or Charter Agreement or the act of performing any services pursuant to these Terms & Conditions will in any way create any association, partnership, agency or joint venture relationship between Customer and Gridiron Air, or be construed to evidence the intention of the parties to constitute such. Customer and Gridiron Air shall be considered independent contractors under these Terms & Conditions.

  14. Governing Law / Jurisdiction 

    1. These Terms & Conditions shall be governed and construed in accordance with the laws of the State of New York, USA, without regard to its conflicts of laws rules.
    2. Customer and Gridiron Air submits to the exclusive jurisdiction of, and agrees to venue in the United States district court for the Southern District of New York, New York, or, if such court does not have subject matter jurisdiction, the courts of the State of New York located in the County of New York (Commercial Division) in connection with any action or proceeding arising out of or in connection with, associated with, or related to, these Terms & Conditions and agree that all proceedings shall be heard before such courts. Each of Gridiron Air and Customer hereby waive any objection to venue in the foregoing jurisdiction and any objection to any action or proceeding on the basis of forum non conveniens. 
    3. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS & CONDITIONS OR THE TRANSACTIONS CONTEMPLATED HEREBY.

  15. Waiver and Severability

    1. Any failure by Gridiron Air to insist upon or enforce strict performance of any provision of these Terms & Conditions shall not be deemed a waiver of any right or provision. If any provision of these Terms & Conditions is held by a court of competent jurisdiction to be unenforceable, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of these Terms & Conditions will continue in full force and effect.

  16. No Assignment

    1. Neither Gridiron Air nor Customer may assign in whole or in part, its rights or obligations under these Terms & Conditions without the prior written consent of the other party which shall not be unreasonably withheld, provided that, without such consent, (a) either party may assign its rights and delegate its performance under these Terms & Conditions to any successor in a merger, acquisition, or reorganization, including any judicial reorganization, or (b) either party may assign any of its fixed or contingent rights to receive money payments hereunder.  Any purported assignment of rights or delegation of performance in violation of this paragraph is void. 

  17. Definitions

    1. As used in these Terms & Conditions the terms set forth below have the indicated meanings:
      1. “DOT” means the U.S. Department of Transportation or any successor agency;
      2. “FAA” means the Federal Aviation Administration or any successor agency;
      3. “FARs” means the Federal Aviation Regulations of the FAA and DOT, as codified at 14 C.F.R. Parts 1 – 399;
      4. “Losses” means any claims, demands, losses, cost, expenses, damages, and liabilities, however caused; and
      5. “Tax” means any tax, levy, import duty, customs duty, value added tax, sales tax, use tax, or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).