TERMS & CONDITIONS
DiamondAir International Limited complies with the ‘Data Protection Act 1998’ (UK).
It is agreed as follows:
In this Agreement, unless the context expressly provides otherwise, the following definitions apply:
|“AC”||means Airport Concierge, the brand name for the VIP services offered by DiamondAir.|
|“ABI”||means Airport by Invitation, the brand name for the top level of VIP service to include private lounge, security and tarmac transfer offered by DIAMONDAIR’S.|
|“Airport Agent”||means the DiamondAir’s Agents and/or subcontractors meeting the customer at the airport;|
|“Booking”||means a request for Services which has been accepted and confirmed by DiamondAir’s;|
|“Confidential Information”||means the terms of this Agreement and all commercial or proprietary information of a confidential nature disclosed (whether in writing, verbally or by any other means and whether directly or indirectly) by a Party to the other Party including information relating to such Party’s know-how, trade secrets and business affairs, whether disclosed before or after the date of this Agreement;|
|“Charges”||means the price which Client shall pay to DIAMONDAIR’S for the Services as set out in Schedule C;|
|“Client”||means ‘you’. The company or individual making a booking with DiamondAir..|
|“Client Personal Data”||means Personal Data provided by or on behalf of Client or data, Personal Data or information extracted from data, which relates to Client, its employees, its customers or any other person in respect of which Client is a Data Controller (as defined by DP Law);|
|”DP Law”||means (while they are in force) (i) the Data Protection Act 1998, (ii) the EU General Data Protection Regulation (“GDPR”) and (iii) any other laws from time to time applicable in the UK relating to the processing of personal data and privacy.;|
|“Exclusive”||means that the Client will only use DiamondAir as its service provider at the airports listed in Schedule C, as set out in clause 2.2, Schedule B;|
|“Force Majeure Event”||means any event beyond the reasonable control of a Party (including but not limited to) acts of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction or any overriding emergency procedures of government or other competent authority, fire, flood, storm, or drought but excluding always breach of contract by subcontractors of the Supplier, and labour disputes;|
|“Industry Standards”||means the rules and regulations including codes of practice and conduct in force from time to time relating to the Service, including those produced by or under the authority of the Aviation industry;|
|“Initial Term”||means the initial duration of this Agreement as stated in Clause 2;|
|“Intellectual Property Rights”||means all patent, copyright, registered design, design right, trade mark or any other intellectual property right;|
|“Party”||means DIAMONDAIR’S or the Client as the context requires and “Parties” means both of them;|
|“Premium Meet & Assist Services (MAAS)”||means the receiving and escorting of passenger by DIAMONDAIR’S at London Heathrow (LHR)and other Airports as set out in Schedule C;|
|“Personal Data”||means data which is subject to protection under DP Law in any jurisdiction;|
|“Processing”||has the meaning given to it in DP Law;|
|“Services”||means the Premium Meet and Assist Services to be performed or provided by DIAMONDAIR’S under this Contract as described in the Schedule B;|
|“Term”||means the Initial Term, together with any Renewal Term (if applicable);|
- In this Agreement, a reference to a person includes a reference to a body corporate, unincorporated association,
incorporated association, that person’s
- legal representatives, partnership, successors and permitted assigns, government authority and competent authority.
- A reference to a statute, regulation, or other document of authority must be construed as a reference to a statute, regulation, or document of authority, as the case requires, in effect on the date on which the Agreement is made and which may be updated from time to time.
- Words in the singular number include the plural and vice versa.
- Words importing a gender include every other gender.
- The words and phrases “other”, “including” and “in particular” shall not limit the generality of any preceding words or be construed as being limited to the same class as any preceding words where a wider construction is possible.
- Headings to the clauses and sub-clauses in this Agreement are for reference purposes only and shall not affect their
- If there is any conflict between the clauses and the Schedules of this Agreement the clauses shall take precedence.
- DiamondAir will use commercially reasonable efforts to ensure the continuity of DiamondAir’s Personnel assigned to perform the Services for Client.
- DiamondAir’s assigned to perform any part of the Service shall observe and comply with all relevant security procedures, rules, regulations, policies, regulatory obligations as applicable.
- DiamondAir shall ensure that appropriate background reference checks are completed for all DiamondAir Personnel. DiamondAir warrants that such personnel have the necessary skill and has acquired the necessary orientation, training and background checks to professionally carry out the service.
- If the Client reasonably believes that any “DiamondAir’s Personnel” or their performance are unsatisfactory, the Client shall notify DiamondAir and DiamondAir shall promptly take appropriate corrective action.
Rates, Charges and Taxes
- In consideration of DiamondAir providing the Services, the Client agrees to pay to DiamondAir the charges set out in
- There will be additional charges for public holidays, late booking, cancellation and amendments. These charges
vary by destination and are available on request and form part of this Agreement.
- DiamondAir reserve the right to increase its rates and/or charges at any time. You will be given at least thirty (30) days advanced notice of any increases.
- DiamondAir will charge a booking fee to process all bookings.
- Unless the Client furnishes to DiamondAir a certificate evidencing appropriate exemption for any such taxes or other such appropriate documentation, DiamondAir shall add to each invoice any value-added tax or other such levies by any taxing authority upon provision of the services, excluding any national or local privilege or franchise taxes.
- If after the Effective Date and for a period of 2 years thereafter, DiamondAir believes that it is required by law to collect any such taxes for which the Client would be responsible under Clause 3, but which they were not originally invoiced for, DiamondAir shall notify Client in writing of requirements.
DiamondAir represents and warrants as follows;
- DiamondAir has the requisite and corporate power and authority to enter into this Agreement.
- DiamondAir will provide and complete the services diligently, in a competent and professional manner, using
an adequate number of qualified personnel and in accordance with all other requirements and timeframes set
out in this Agreement
- DiamondAir is an independent contractor and DiamondAir’s personnel are the responsibility of DiamondAir and solely employees of the independent contractor. No DiamondAir personnel are entitled to any compensation from the Client.
- DiamondAir has complied with and continues to comply with all applicable domestic, foreign and local laws
and regulations and will obtain all applicable permits and licenses in connection with its obligations under this
- To the extent the performance of its obligations entails, the access to, or use of, Client’s data DiamondAir will comply with DP Law.
Requests for Bookings
- DiamondAir will accept bookings for the service via its online booking portal at https://diamondairinternational.com or by contacting DiamondAir’s booking team on 0208 897 9183.
- Bookings can not be made more than two (2) months ahead of the service taking place.
- The Client should provide all the relevant passenger details required for booking, including, destination, flight number, service required and contact details
- Bookings will be confirmed either automatically by DiamondAir’s booking portal or via email and with a booking reference, within 48 hours of receipt of the booking request, unless the booking is an emergency booking (ECO) where the service is to take place in less than 48 hours, in which case, booking confirmation will be as soon as is reasonably possible for the required destination.
- The Client shall procure that each passenger using the Service is aware of and accepts DiamondAir’s Terms and Conditions of Use, available here: https://diamondairinternational.com/terms-conditions/
- DiamondAir provides some services in partnership with third parties and the Client/Passenger(s) may be subject to third party Terms and Conditions. *
Cancellation or Modification of Bookings
- Cancellation and modification of Services will incur charges. These charges vary, are subject to change and are set
out in Schedule B.
- For Departure services only, where the flight delay or disruption was not announced prior to the Passenger(s) arriving at the airport, DiamondAir’s Airport Agents shall remain on duty for a maximum of three (3) hours to assist with departure service.
- Where several bookings are requested on the same booking during the course of one journey, each booking shall be considered a new and separate booking and shall be treated as such for no-shows and cancellation purposes.
- Where a passenger fails to show for a meet that has not been cancelled in alignment with DiamondAir’s cancellation policy, full charges shall apply.
Customer Service & Complaint Handling
- If you are not satisfied with the Service that has been delivered, this will be investigated by DiamondAir to confirm the causes.
- DiamondAir shall acknowledge receipt of complaints either from the passenger or the Client, via email within forty-eight (48) hours of its receipt.
- DiamondAir shall resolve all customer complaints within ten (10) working days of receiving such complaint.
Suspension or Modification of a Service
Should conditions at a given airport change and Services be varied or restricted from the Services outlined in Schedule B and C, DiamondAir shall inform the Client via email within two (2) business days of such suspension or modification being communicated to DiamondAir by the airport/airport authorities.
Quality of Service
- Airport Agents shall be dressed in suitable uniform, displaying the name or identification of the Agent.
- Airport Agents will hold an electronic or physical sign with the lead passenger’s name clearly visible.
- Courtesy and confidentiality will be displayed always.
Invoicing and Payment
- All bookings will be subject to a
- DiamondAir shall invoice the Client once the Service, has taken place, with the full charges arising, including any additional services.
- All invoices shall bear the booking reference numbers as provided by DiamondAir on the confirmation email and any subsequent emails amending the service.
- Payment is due no more than thirty (30) days from the date of the invoice.
- Any statements sent are for record-keeping purposes only.
- All invoice queries should be sent to Credit Control at:firstname.lastname@example.org within five (5) working days and will be acknowledged within twenty-four (24) hours (where possible) and investigated accordingly.
- The Parties agree that the provisions of the Late Payment of Commercial Debts (Interest) Act 1998 shall apply to
- Settlement of invoices by Client to DiamondAir shall be affected in the same currency as stated in the invoice and by
bank transfer unless otherwise agreed.
Payment in Advance
- Where the Client pays a volume-based retainer payment in advance, all payments should be made within thirty (30) days of the date on the pro-forma invoice and at least five (5) before the first service is booked.
- Payment in advance arrangements will be agreed for a specific time. Any unutilized/outstanding services remaining at the end of the term, will not be refunded or rolled over without prior written agreement.
Invoicing for Commission Payments
- Where the Client is entitled to a commission on bookings made, the agreed commission will be calculated on the core meet and assist service only and not on additional services.
- The Client shall invoice DiamondAir, for its claim for commission, no later than the 4th of the following month.
- Commission invoices for the preceding month, arriving later than the 4th day of the following month will be paid on the next payment cycle.
- All commission invoices must be addressed to DiamondAir International Limited and clearly state;
- The company’s full trading name and address,
- The company’s registration and/or VAT number (if applicable),
- The date of invoice and
- The invoice number.
- All commission invoices shall bear the booking reference numbers as provided by DiamondAir on the confirmation email and any subsequent emails amending the service.
- Invoices should be sent as soon as possible for payment as invoices for services that took place twelve (12) months ago or longer will not be honoured.
- All invoices shall be sent via e-mail to: email@example.com.
- Any queries shall be raised by DiamondAir within fine (5) working days and shall be acknowledged within twenty-four (24) hours and investigated accordingly.
- Once approved, DiamondAir shall pay the commission invoice no later than thirty (30) working days from the date of commission invoice provided any queries have been rectified.
- DiamondAir may set off any sums due to the Client whether under this Agreement or otherwise any lawful set off or counterclaim
- Settlement of invoices by DiamondAir to the Client shall be affected by bank transfer unless otherwise agreed.
Duration and Termination
- Either party may terminate this Agreement immediately upon thirty (30) days written notice to the other party for any
reason. The rights and remedies provided for in this section are not exclusive and are in addition to any other rights
and remedies provided by law or this Agreement.
- Upon termination or expiration of this Agreement:
- Each Party shall immediately remove any content provided by the other Party;
- Both Parties shall immediately remove any of the other Party’s trademarks or intellectual property from any creative produced and cease any use of all Party’s marks;
- Each party shall bear their own costs upon termination of this Agreement:
- For the avoidance of doubt, upon termination for convenience neither party shall be obligated to pay, nor bear the costs of the other party;
- Subject to the terms and conditions set forth in this Agreement, each party shall grant to the other a worldwide, royalty-free, non-exclusive license, during the Term, to use, reproduce, publicly display, perform, broadcast, publish and distribute of the name, trademarks, logos, artwork and other content (collectively, “Materials”) furnished by the other party to use relating to the promotion of the Services.
- Neither party may publicly display, perform, broadcast, publish or distribute the Materials of the other party (or any works containing or derivative of the Materials of the other party) without first obtaining prior written approval from the other. Each party will use best efforts to reply to any such request within three (3) business days, but failure to respond within such period shall not be deemed as approval. Each party shall comply with any branding or trademark guidelines provided by the other in any use of licensed Materials.
- Except as otherwise agreed in writing between the Parties, all Intellectual Property Rights in any work which is developed specifically for the provision of the Services shall vest in the party creating it. In addition, each party shall do all things and render all such assistance as may be reasonably required in order to vest such rights.
- Each party will indemnify and keep each other fully indemnified against any and all costs, claims, charges, damages, demands, expenses and liabilities of whatever nature arising out of or in connection with any claim that the Services or the normal use of anything whatsoever developed under this Agreement infringes or is likely to infringe the Intellectual Property Rights of any third party.
- Subject to clause 15.2, DiamondAir’s shall not be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from a Force Majeure Event. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed, provided that if the period of delay or non-performance continues for more than 28 days, the Party not affected may terminate this Agreement by giving thirty (30) days' written notice to the Affected Party.
- If a Force Majeure Event occurs, the Affected Party shall use all reasonable endeavours to mitigate the effect of the Force Majeure Event and to carry out its obligations under this Agreement in any way that is reasonably practicable.
Both Parties shall observe and comply with all applicable DP Law, including but not limited to the terms and conditions set out in Appendix I and The Privacy and Electronic Communications (EC Directive) Regulations 2003 (as amended).
- 17.1 The Parties shall be responsible for and shall indemnify each other, their employees and Airport Agents (“those indemnified”) from and against all loss, liability, claims and expense (including legal costs and expenses) reasonably incurred or suffered by any of those indemnified in respect of:
- 17.1.1 a breach by the Party of clause 14(Intellectual Property);
- 17.1.2 a breach by the Party of clause 18 (Confidentiality);
- 17.1.3 a breach by the Party of clause 16 and Appendix 1 (Data Protection);
- 17.1.4 a breach by the Party of clause 19 (Anti-Bribery);
- 17.1.5 any corruption or loss of software and/or data
- 17.1.6 any other liability under this Agreement, in each case arising as a consequence of the wilful misconduct, deliberate and/or reckless and/or unlawful and/or negligent acts or omissions, any breach of this Agreement, or breach of statutory duty by either Party, its employees, Airport Agents, or subcontractors.
- 17.2 The Party’s liability to indemnify the other under clause 17.1 shall be reduced proportionately to the extent that the other Party, its employees or Airport Agents contributed to the loss or liability.
- 17.3 Nothing in this Agreement shall exclude or limit either Party’s liability for death or personal injury arising as a result of its negligence or fraud or for any liability that cannot be excluded by applicable law.
- 17.4 Subject to clause 17.3 neither Party’s aggregate liability for any and all claims under this Agreement or in negligence or for breach of statutory duty shall exceed 150% of the total Charges payable to the Supplier under this Agreement or £200,000 whichever is the greater.
Confidentiality and Announcements
- Each Party undertakes that it shall not at any time during this Agreement and for a period of five years after termination or expiry disclose to any person the terms of this Agreement and any Confidential Information, except as permitted by clause 18.2.
- Each Party may disclose the other Party's Confidential Information:
- To its employees, Agents or suppliers for the purposes of carrying out the Party's obligations under this Agreement. Each Party shall ensure that the recipients of Confidential Information are made aware of and comply with the obligations of confidentiality under this Agreement as if they were a party to this Agreement; and
- As may be required by law, court order or any governmental or regulatory authority.
- A Party shall not use the other Party's Confidential Information for any purpose other than to perform its obligations under this Agreement.
- A Party shall not make public or disclose to any person information concerning the existence of, the transactions referred to in or the nature or subject matter of this Agreement (other than to the extent required by law), without the prior written consent of the other Party which consent shall not be withheld unreasonably.
- The Client acknowledges and agrees that DiamondAir’s will not tolerate bribery in any form regarding the conduct of its business.
- The Client shall:
- comply with all provisions of the Bribery Act 2010 (including any related regulations or guidance) and DiamondAir’s anti-bribery policies as provided by DiamondAir’s to the Client from time to time, as updated by DiamondAir’s; and
- Client shall impose on any person associated with the Client who is working in connection with this Agreement terms equivalent to those in this clause 18 and be responsible for the compliance by such persons with such terms and be directly liable to DiamondAir’s for any breach by such persons of such terms.
- A breach by the Client of this shall be deemed a material breach of this Agreement.
- Client shall be responsible for and shall indemnify DiamondAir from and against any losses or liabilities reasonably incurred or suffered by DiamondAir arising out of any breach of this clause 18 by the Client or any of the persons associated with it under clause 18.3.
- This Agreement (including its Schedules) along with DiamondAir’s ‘Terms and Conditions of Use* and its relevant policies represents the entire Agreement between the Parties and supersedes all prior representations, Agreements, statements and understandings, whether oral or in writing, relating to the subject matter of this Agreement. Should there be a conflict between this Agreement and the applicable ‘Term and Conditions’ this Agreement shall prevail.
- The Parties acknowledge that it has entered into this Agreement in reliance only on the representations, warranties, promises and terms contained in this Agreement and, save as expressly set out in this Agreement, Client shall have no liability in respect of any other representation, warranty or promise made prior to the date of this Agreement unless it was made fraudulently.
Notwithstanding that the whole or any part of any provision of this Agreement may prove to be illegal or unenforceable, the other provisions of this Agreement and/or the remainder of the provision in question shall remain in full force and effect.
- No purported variation of this Agreement shall be valid unless it is in writing (which for this purpose does not include email) and signed by the Parties.
- Unless expressly provided in this Agreement, a person who is not a party to this Agreement shall not have any right under the Agreements (Rights of Third Parties) Act 1999 to enforce any of its terms.
- Nothing in this Agreement shall be deemed to create or constitute a partnership, agency relationship, or joint venture between the Parties. Neither Party shall act or describe itself as the rep of the other (except where expressly authorised), nor shall it make or represent that it has authority to make any commitments on the other's behalf.
- This Agreement may be executed in more than one counterpart with the same effect as if the Parties to this Agreement had all executed one document
Governing Law and Dispute Resolution
This Agreement and other non-contractual obligations shall be governed by, and be construed in accordance with, English law and the parties agree that the English courts shall have exclusive jurisdiction to settle any dispute or claim arising out of this Agreement.
Any notice required by either party under this Agreement shall be deemed properly given if addressed to the Agreement and address as set out in page 1 of this Agreement.