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Advertising Terms and Conditions

Advertisement Display and Services

    1. aviowiki agrees to publish the Advertisement on the aviowiki Website, for the locations specified in Annex A, for the duration of the Term specified in “Term”.
    2. If the Client intends to remove the Advertisement from the Website prior to the end of the Term, whether for all or part of the locations specified in Annex A, the Client must inform aviowiki in writing. The client remains liable for the yearly cost of this contract, as specified in Annex A, until the end of the Term, regardless of the payment schedule.
    3. If the Client desires to add locations where to display the Advertisement, an amended version of this agreement shall be prepared and signed by the parties.
    4. aviowiki, in coordination with FL3XX, agrees to transmit the following data contained in the Client’s Advertisement to the FL3XX aviation management platform.
      a) Company Name
      b) Email address
      c) Phone
      d) Opening hours where marked as 24H

      This data will receive priority placement at the top of FL3XX’s provider list. 

    5. aviowiki ensures exclusivity for the Client by agreeing not to transmit any competing provider advertisements from its database that are located in the same locations as specified in Annex A to FL3XX. This arrangement affirms the Client’s prominent and exclusive advertisement presence at these locations within FL3XX’s offerings.

Term

This agreement will commence on the Effective Date, and continues for the duration of 12 months, unless terminated earlier (the “Term”)

Content

    1. For the purpose of this Agreement “Content” means any text, graphics, images, audio, video, software, data compilations, page layout, underlying code and software and any other form of information capable of being stored in a computer that appears on or forms part of this Website, including any such content uploaded by Client.
    2. Client is responsible for the Content of the Advertisement and shall take any reasonable step to make sure that the information displayed on the Website about their own business are always up to date.
    3. aviowiki will consult Client any time that a user of the Website recommends changes to the Content of Client’s Advertisement.
    4. Client acknowledges that aviowiki will not be responsible or liable for the quality of any Content that does not meet the reasonable technical criteria, for example quality of pictures and logos.

Confidentiality Obligations

The parties shall continue to be bound by the terms of any non-disclosure agreement between the parties that was signed before this Agreement.

Prohibited Content

  1. The business listing subject of the Advertisements shall not include any Content that:
    (i) is confidential, proprietary, false, fraudulent, libelous, defamatory, obscene, threatening, invasive of privacy or publicity rights, infringing on intellectual property rights, abusive, illegal or otherwise objectionable;
    (ii) may constitute or encourage a criminal offense, violate the rights of any party or otherwise give rise to liability or violate any law;
    (iii) may contain software viruses, political campaigning, chain letters, mass mailings, or any form of “spam.”; or
    (iv) constitute or is the subject of a notice or claim of any false designation of origin, false advertising or unfair competition under the law of any country.
  2. Use of any such inappropriate content by the Client will result in the suspension, termination and removal of the Advertisement or any other action deemed necessary by aviowiki in its sole discretion.

Acceptance

    1. aviowiki accepts Advertisements in the Handling provider category from businesses that:
      (i) have physical presence at the location specified, with own facilities for passengers processing and own equipment for aircraft handling, or
      (ii) provide representation services to General and Business aviation using facilities and equipment shared with commercial aviation, where dedicated GA/BA facilities do not exist, or
      (iii) provide any kind of support to any type of aviation traffic, also from a remote location, where no facilities exist at the location specified.
    2. aviowiki accepts Advertisements in the Fuel provider category from businesses that:
      (i) have actual fuel delivery vehicles at the location specified, or
      (ii) provide fuel on credit at the location specified through a third party, as long as the company maintains updated fuel prices on aviowiki at least once every 30 calendar days.
    3. aviowiki reserves the right to review and approve the suitability of the data subject of the Advertisement.
    4. aviowiki may reject or cancel any Advertisement for any reason which it believes in good-faith to be detrimental.
    5. If aviowiki so rejects Client’s Advertisement or terminates its display, then this Agreement shall be terminated, and aviowiki will return any prepaid advertising fees to Client.

License

    1. Client represents and warrants that
      (i) Client owns or otherwise controls all the rights to the Content provided as part of the Advertisement;
      (ii) that use of the Content does not violate any provision of these terms and conditions and will not cause injury to any person; and
      (ii) that Client will indemnify aviowiki for all claims resulting from Content supplied byClient.

Use of Name

      1. Both Parties grant the other party’s permission to use their name, logos, trademarks or other marks on their websites and commercial material, to the extent that such display represents the spirit of this Agreement and does not attempt to portray any other relationship between the parties.
      2. Any display by either party of the other party’s name, logos, trademarks or other marks is granted solely for the duration of this Agreement, and shall be removed upon Termination, unless otherwise agreed between the Parties.
      3. Neither party will use the other party’s name, logos, trademarks, or other marks in any way that may be damaging or defamatory to the other part.

Fees and charges 

    1. The Client shall pay aviowiki for publication of the Advertisement on the Website and within the FL3XX platform, the amount specified in Annex A.
    2. Whenever Annex A specifies a yearly payment schedule, an invoice will be raised by aviowiki upon singing this Agreement for the entire amount specified in Annex A.
    3. Whenever Annex A specifies a monthly payment schedule, an invoice will be raised by aviowiki on the first day of the month following the Effective Date for a sum of one twelfth of the total amount specified in Annex A. Subsequently aviowiki will raise an invoice of the same amount on the first day of every calendar month.
    4. All invoices are payable within 40 calendar days of the date of issue. All late payments are subject to interest accrued at the statutory interest rate of 8.0% per year.
    5. If the Client defaults in making a payment within 30 days, aviowiki reserves the right to suspend the Advertisement posted on the website and subsequently within the
      FL3XX platform.
    6. If the Client defaults in making payments and aviowiki suspends the Advertisement, the Client remains liable to the full amount agreed under this Agreement, and billing will continue as specified in this Agreement.

Representations


Mutual Representations
    1. Neither party is under any restriction or obligation that could affect its performance of its obligations under this agreement. 
    2. Neither party’s execution, delivery, and performance of this agreement and the other documents to which it is a party, and the consummation of the transactions contemplated in this agreement, do or will result in its violation or breach of any
      (i) applicable Law or Order, or
      (ii) require the consent of any person, or conflict with, result in a violation or breach of, constitute a default under, or result in the acceleration of any material contract.
Client’s Representations
    1. Client is under no restriction or obligation that could affect its performance of its obligations under this Agreement. 
    2. Client’s execution, delivery, and performance of this Agreement, and the consummation of the transactions contemplated in this Agreement, do not or will not result in its violation or
      (i) breach of any applicable Law or Order, or
      (ii) require the consent of any person, or conflict with, result in a violation or breach of, constitute a default under, or result in the acceleration of any material contract.

No Warranty

Provided “As Is”.

The services and site are provided “as is” without warranty of any kind, express or implied and any use of the services or Website are at Clients sole risk. aviowiki does not warrant that the services or Website will be uninterrupted or error free, nor does aviowiki make any warranty as to the performance or any results that may be obtained by use of the services or Website.

No Warranty of Accuracy, Completeness or Fitness
    1. aviowiki does not make any warranty as to the accuracy or completeness of the Data.
    2. aviowiki makes no other warranties, express or implied, including, without limitation, any implied warranties of merchantability and fitness for a particular purpose, concerning the subject matter of this Agreement.

Termination

Termination on Notice.
  1. Either party may terminate this agreement for any reason by notifying the other party in written, and giving sixty Business Days’ notice to the other party.
  2. If the Client terminates this Agreement on notice, no refund is due for any past fee paid. The Client remains liable for fees incurred during the Notice period. If aviowiki terminates this Agreement on notice, the Client remains liable for fees incurred during the Notice period.
Termination for Material Breach.
  1. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if
    (i) the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and
    (ii) the failure, inaccuracy, or breach continues for a period of three Business Days’ after the injured party delivers notice to the breaching party reasonably detailing the breach.
  2. If the Client terminates this Agreement for Material Breach,  invoices for fees raised after the Termination date are not due.
  3. If aviowiki terminates this Agreement for Material Breach, no refund is due for any fee already paid.
Termination for Insolvency.

If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with immediate effect.

Limitation of Liability

  1. Client shall be fully responsible and liable for the content contained in the Advertisement. aviowiki is not responsible for, and in no way warrants, guarantees, or ratifies, the representations made or implied in the contents.
  2. In no event shall either Party be liable to the other Party for any indirect, incidental, consequential, special or exemplary damages, including without limitation, business interruption, loss of or unauthorized access to information, damages for loss of profits, incurred by the other Party arising out of the services provided under this agreement, even if such Party has been advised of the possibility of such damages.
  3. In no event will neither Party’s liability on any claim, loss or liability arising out of or connected with this Agreement shall exceed the amounts paid to aviowiki by Client.

Indemnification

Indemnification by Client.

Client (as an indemnifying party) shall indemnify aviowiki (as an indemnified party) against all losses and expenses arising out of any proceeding

  1. brought by either a third party or aviowiki, and
  2. arising out of Client’s breach of its obligations, representations, warranties, or covenants under this agreement.
Mutual Indemnification.

Each party (as an indemnifying party) shall indemnify the other (as an indemnified party) against all losses arising out of any proceeding

  1. brought by either a third party or an indemnified party, and
  2. arising out of the indemnifying party’s willful misconduct or gross negligence.
Notice and Failure to Notify
      1. Before bringing a claim for indemnification, the indemnified party shall
        (i) notify the indemnifying party of the indemnifiable proceeding, and
        (ii) deliver to the indemnifying party all legal pleadings and other documents reasonably necessary to indemnify or defend the indemnifiable proceeding.
      2. If the indemnified party fails to notify the indemnifying party of the indemnifiable proceeding, the indemnifying will be relieved of its indemnification obligations to the extent it was prejudiced by the indemnified party’s failure.
Exclusive Remedy.

The parties’ right to indemnification is the exclusive remedy available in connection with the indemnifiable proceedings described in this section.

General Provisions

Entire Agreement.

The parties intend that this agreement, together with all attachments, schedules, exhibits, and other documents that both are referenced in this agreement and refer to this agreement,

  1. represent the final expression of the parties’ intent relating to the subject matter of this agreement,
  2. contain all the terms the parties agreed to relating to the subject matter, and
  3. replace all of the parties’ previous discussions, understandings, and agreements relating to the subject matter of this agreement.
Assignment.

Neither party may assign this agreement or any of their rights or obligations under this agreement without the other party’s written consent.

Notices
  1. Method of Notice. The parties shall give all notices and communications between the parties in writing by
    1. personal delivery,
    2. a courier or mail service providing proof of receipt, or
    3. electronic mail to support@aviowiki.com
  2. Receipt of Notice. A notice given under this agreement will be effective on
    1. the other party’s receipt of it, or
    2. if sent electronically, the earlier of the other party’s receipt of it and the fifth business day after sending it. 
Governing Law and Disputes
  1. This agreement shall be governed, construed, and enforced in accordance with the laws of the Belgium.
  2. Disputes arising from and related to this Agreement shall be resolved by negotiations between the Parties. If the dispute cannot be resolved through negotiations between the Parties, the Parties shall have the right to apply to the county court for settlement of the dispute in accordance with the legislation in force in the Belgium.
Interpretation
      1. References to Specific Terms
        (i) Taxes and duties. All prices and amounts mentioned in any section of this document are exclusive of any applicable tax or duty. Client is responsible to pay any tax or duty that arises from the use of Data and in general as an effect of entering into this Agreement.
        (ii) Currency. Unless otherwise specified, all amounts expressed in this agreement refer to Euros.
        (iii) “Including.” Where this agreement uses the word “including,” it means “including without limitation,” and where it uses the word “includes,” it means “includes without limitation.”
        (iv) “Knowledge.” Where any representation, warranty, or other statement in this agreement, or in any other document entered into or delivered under this agreement, is expressed by a party to be “to its knowledge,” or is otherwise expressed to be limited in scope to facts or matters known to the party or of which the party is aware, it means:
        1) the then-current, actual knowledge of the directors and officers of that party, and
        2) the knowledge that would or should have come to the attention of any of them had they investigated the facts related to that statement and made reasonable inquiries of other individuals reasonably likely to have knowledge of facts related to that statement.
        (v) Statutes, etc. Unless specified otherwise, any reference in this agreement to a statute includes the rules, regulations, and policies made under that statute and any provision that amends, supplements, supersedes, or replaces that statute or those rules or policies.
      2. Number and Gender. Unless the context requires otherwise, words importing the singular number include the plural and vice versa; words importing gender include all genders.
      3. Headings. The headings used in this agreement and its division into sections, schedules, exhibits, appendices, and other subdivisions do not affect its interpretation.
      4. Internal References. References in this agreement to sections and other subdivisions are to those parts of this agreement.
      5. Business Day. Any day between Monday and Friday, both included, that is not a public holiday of the Republic of Estonia.
      6. Calculation of Time. In this agreement, a period of days begins on the first day after the event that began the period and ends at 23:59 UTC on the last day of the period. If any period of time is to expire, or any action or event is to occur, on a day that is not a Business Day, the period expires, or the action or event is considered to occur, at 23:59 UTC on the next Business Day.
      7. Construction of Terms. The parties have each participated in settling the terms of this agreement. Any rule of legal interpretation to the effect that any ambiguity is to be resolved against the drafting party will not apply in interpreting this agreement.
      8. Conflict of Terms. If there is any inconsistency between the terms of this agreement and those in any schedule to this agreement or in any document entered into under this agreement, the terms of this agreement will prevail. The parties shall take all necessary steps to conform the inconsistent terms to the terms of this agreement.
Severability.

If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

Waiver
      1. Affirmative Waivers. Neither party’s failure or neglect to enforce any rights under this agreement will be deemed to be a waiver of that party’s rights.
      2. Written Waivers. A waiver or extension is only effective if it is in writing and signed by the party granting it.
      3. No General Waivers. A party’s failure or neglect to enforce any of its rights under this agreement will not be deemed to be a waiver of that or any other of its rights.
      4. No Course of Dealing. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy.
No Third-Party Beneficiaries. 

Unless explicitly stated otherwise elsewhere in this agreement, no Person other than the parties themselves has any rights or remedies under this agreement.