Terms and Conditions
(summary with all items relevant for in-house services; removed parts are designated by three dots (…), excluding services provided under an audit accreditations governed by separate programs and their terms & conditions. Contact us for obtaining the full version.)
Revision 0.3, 12th January 2024
- Acceptance
Any written quote for any services will remain open for acceptance for two (2) months from the date of dispatch and thereafter will lapse unless otherwise stated in writing. - Agreement
These terms and conditions form an integral part of the agreement between AEROTHRIVE and the Client.
(…)
Individually agreed clauses in written form (as in a separate contract) shall supersede the affected clause of these Standard Terms and Conditions. - Payment
(…) The requested amount shall be transferred to AEROTHRIVE’ bank account:
AEROTHRIVE GmbH
DE37 2005 0550 1503 8174 29
SWIFT/BIC: HASPDEHHXXX
Payment for any service (…) is due 30 days prior to the beginning of the event or upon invoice receipt (e.g. in-house training course fees, audit fees or any other service fees), unless otherwise agreed in writing in the quotation. Payment for purchases including multiple services for which AEROTHRIVE offers a volume-based package-discount, the entire invoice is due 30 days prior to the beginning of the first event or upon invoice receipt, unless otherwise agreed in writing in the quotation. (…) The payment for variable costs (e.g. travel costs, hotel costs, visa costs, local transportation), if applicable, can be invoiced fully or in parts separately after the conduct of the project at AEROTHRIVE’s discretion.
All charges and fees quoted on the AEROTHRIVE website, in individual proposals and by any other means are net of value added tax (VAT) or any other sales or withholding tax and are payable in the currency quoted.
All deliverables, products and reports remain in the property of AEROTHRIVE until paid in full.
Payments must be made without any set-off or counterclaim. If the Client is required by law to deduct or withhold any amounts from any payment hereunder, it shall do so and the sum due from the Client in respect of such payment will be increased to the extent necessary to ensure that, after deducting or withholding any such amounts, AEROTHRIVE receives and retains (free of any liability in respect of any such amounts deducted or withheld) a net sum equal to the sum it would have received and retained had no deduction or withholding been required. The Client shall provide to AEROTHRIVE a withholding tax certificate documenting the payment to the relevant governmental authority.
(…) - Language
If not otherwise stated, the official language for all written and oral communications relating to the services is English. The Client agrees to arrange and pay for local linguistic support, if required. If the Client requires an interpreter, internal staff from another department may act as an interpreter or AEROTHRIVE can arrange for an external interpreter. In the latter case, the costs would be charged to the Client. - Eligibility of Services:
All services provided by AEROTHRIVE are solely directed towards businesses, authorities, entrepreneurs and similar legal entities as defined under § 14 BGB and not towards consumers as defined under § 13 BGB or end consumers pursuant to the PAngV. Services are not offered to or concluded with natural persons acting in their private capacity.
By accepting these terms and conditions the Client expressly represents and warrants conformity with the afore mentioned irrespective of whether or not the Client indicates a company name or formal business designation. The absence of a company name or any other indicator does not imply any alteration to this requirement.
By acknowledging these terms and conditions as part of any service agreement or booking, the Client confirms their understanding and compliance with this provision, ensuring they act on behalf of a legal entity and not as a private individual.
Client shall seek clarification from own legal advisors or AEROTHRIVE before accepting these terms and conditions in case of doubt. - Client’s Obligations
The Client shall ensure that AEROTHRIVE’ expert is covered under the Client’s existing liability insurance for the duration of the on-site event at the Client’s premises.
During the term of the contract, the Client shall grant AEROTHRIVE free access to the premises and the information records as well as any other material AEROTHRIVE may require for the provision of the service.
Client’s Coverage Obligation: The Client hereby acknowledges and agrees that any and all employees, freelancers, agents, representatives, or subcontractors of AEROTHRIVE (“AEROTHRIVE Personnel”) engaged in the delivery or performance of audit, training, consulting, or any other services (…) as may be contracted, shall be deemed to be covered under the Client’s liability insurance policy or policies. This shall include, but is not limited to, any harm, injury, damage, or financial loss arising out of or relating to the actions, omissions, or performance of AEROTHRIVE Personnel in connection with the contracted services.
The Client shall secure and otherwise safeguard all property of AEROTHRIVE.
The Client shall make available appropriate personnel to liaise with AEROTHRIVE.
The Client shall not attempt to solicit personnel from AEROTHRIVE, to include employed as well as contracted personnel acting on behalf of AEROTHRIVE. The afore mentioned obligation is binding for all types of work scopes, including all operational areas in aviation as well as the areas of safety, quality and compliance, to include other industries. The obligations of the Client, its parent companies and/or affiliates shall survive the termination of the contract for a period of three years.
To maintain a safe working environment amidst pandemics and other unforeseeable events, the Client shall ensure that the necessary health precautionary measures and guidelines from the relevant authorities are observed. This includes but not limited to:
The use of protective equipment such as face masks covering the nose and mouth while onsite.
Minimum distance between persons shall be ensured. If possible, physical barriers, such as plastic or plexiglass dividers, and floor stickers can be used to help guide persons on where to walk/stand to maintain the recommended distance.
Regular hand washing or using of alcohol-based sanitizers.
Regular sanitization of frequently touched surfaces. Ensure the availability of disinfection solutions in all rooms.
Taking the necessary steps to improve ventilation in the building or rooms that will be used while on-site. - Confidentiality
Each Disclosing Party may from time to time, in connection with the discussions, meetings and/ or Transaction, furnish to the Receiving Party certain non-public and proprietary information and documents that are marked as confidential, or any information and documents that by their nature or would be understood by a reasonable person as proprietary and confidential including, but not limited to, technical, financial and business proprietary information, names of customers or partners, whether oral or written. All information regarding AEROTHRIVE GmbH, its activities, business, personnel and any other aspect related thereto are considered Confidential Information automatically without a need for marking such information accordingly. For the avoidance of doubt, nothing in these Terms and Conditions obliges any Party to disclose, or implies that any Party shall disclose, any Confidential Information to any other Party. Each Receiving Party shall keep the Confidential Information disclosed to it by the Disclosing Party confidential and shall not disclose such Confidential Information, in whole or in part, except to those of its directors, officers, and receiving Parties, agents, consultants and advisors (collectively the “Representatives”)- who need to know such Confidential Information for the purpose of the Parties’ Transaction,
- who have been informed of the confidential nature of such information, and
- who are obligated to keep such information in confidence pursuant to terms of this Agreement. In addition to the specific obligations otherwise set forth in this Agreement, the Receiving Party shall:
- safeguard and hold in confidence all such Confidential Information using efforts commensurate with those it employs for the protection of corresponding sensitive information of its own, which in any event shall not be a lesser standard than the type of efforts that would be taken by a reasonable business for the protection of its own highly sensitive information and trade secrets;
- not make copies of the Confidential Information, except to the extent that the same are strictly required for the purpose of evaluation of such information by the Receiving Party; and
- not use such Confidential Information, directly or indirectly, for any purposes other than the Parties’ Transaction as described in this Agreement and not use such Confidential Information for the Receiving Party’s own benefit or for any purpose detrimental to the interests of the Disclosing Party.
- AEROTHRIVE’ Obligations
AEROTHRIVE shall provide the services with reasonable care and skill to the best of its ability and with diligence and care in accordance with custom and usage in the aviation field and internationally accepted standards and practices
AEROTHRIVE agrees to exercise its delegated responsibilities within a project but is never in the position to take over accountabilities for a Client`s organization.
The Client agrees that the final decision rests always with the client as an inherent necessity. Both parties agree that the interpretation of regulations, standards and recommended practices may very within authorities and between different countries and their oversight authorities.
Thus, AEROTHRIVE never guarantees and/ or warrants that an authority approval and/ or certification will be granted within a specified period as the different interpretations and resulting corrective actions is beyond the control of AEROTHRIVE. - Subcontracting & Replacement
AEROTHRIVE is entitled to engage subcontractors without the prior consent of the Client.
AEROTHRIVE may at its discretion replace assigned personnel, in which case, however, AEROTHRIVE shall notify the Client in advance.
During the period of assignment to the Client, AEROTHRIVE’ experts shall remain employees and/ or freelancers of AEROTHRIVE or the subcontractor. - Reservation and postponement of services (…)
If the Client expresses any preference concerning specific time slots for holding an event, AEROTHRIVE will tentatively reserve the requested dates, but can only confirm them once the signed quote or contract has been sent to AEROTHRIVE’ headquarters, which must be done in due time prior to the planned on-site event. If the signed contract is not received in due time at AEROTHRIVE’ headquarters, AEROTHRIVE may reschedule the dates for the next available time slot. - Termination
A party may terminate the contract prior to the expiration of the contract term for any of the following reasons:
The other party becomes insolvent, assigns all or part of its assets for the benefit of creditors, or upon the filing of any petition in bankruptcy, be it voluntary or involuntary;
A petition is presented to wind-up the other party (and the petition is not discharged within seven (7) days) or to appoint an administrator;
A meeting is held by the other party’s shareholders at which it is decided to wind-up that party;
A receiver, administrative receiver, administrator, trustee or liquidator is appointed to dispose over all or part of the other party’s assets or;
A legal person holding security takes possession of all or part of the assets or business of the other party;
The other party is in material breach of its obligations under the contract and if such breach continues for more than five (5) days following the breaching party’s receipt of a written request by the non-breaching party to cure performance; or
The other party fails to discharge its contractual obligations or acts to jeopardize the due and proper discharge of its contractual obligations.
A party shall promptly notify the other party in writing of the occurrence of any of the events described in clause 10 which may affect it. Failure to do so shall be deemed a material breach of the contract. Upon a party’s receipt of a request to cure from the other party, that party shall use its best efforts to cure the breach described in such notification within five (5) days thereof.
Termination of the contract by a party shall be without prejudice to that party’s other rights and remedies thereunder. - Force Majeure
AEROTHRIVE shall not be liable for any failure to perform any obligation under any contract which is due to an event beyond the control of AEROTHRIVE including but not limited to any act of God, terrorism, war, political insurgence, insurrection, riot, civil unrest, act of civil or military authority, governmental sanctions restrictions, uprising, earthquake, flood or any other natural or man-made eventuality outside of its control, which would serve as grounds for termination of any contract entered into and which could not have been reasonably foreseen.
Any party affected by such event shall notify the other party thereof without undue delay and shall use all reasonable efforts to comply with the terms of the relevant contract.
AEROTHRIVE shall be within its rights to discontinue its services, refuse to sign a contract or enter into any cooperation with the Client in a country against which an advisory has been issued by the German Federal Foreign Office (Auswärtiges Amt) in its official reports or after a safety assessment conducted by security advisors contracted by AEROTHRIVE. - Bookings of accommodation, transportation and visas for in-house services
Unless otherwise stated, the Client shall be responsible for booking all hotel and travel reservations (incl. all changes or cancellations). For in-house events (on-site at client’s premises or at a location specified by the client), confirmed business class tickets for long-haul flights (4+ hours) and at least an internationally recognized 4-star airline hotel including breakfast are required. Incidental hotel charges shall be borne by the Client. AEROTHRIVE will not assume liability for commitments arising from hotel reservations.
The Client is responsible for eventual costs arising from travel restrictions including, but not limited to, insurance policies, medical checks, tests, quarantine and/or other associated measures.
The Client shall take care of the expert’s entry visa and related formalities such as work permit and reporting to the Security Office, Immigration Office or local police station if required. The entry visa must either be issued upon arrival of the expert following prior announcement of visa dates to Client or in advance. If applicable, the Client shall be responsible for any fees incurred for visas.
Ground transportation shall be provided for AEROTHRIVE’ experts or the Client’s employees attending one of AEROTHRIVE’ (…) training courses to and from duty at all places of their assignment at Client’s own cost.
If any support is needed from AEROTHRIVE, AEROTHRIVE’ responsible department will assist in any bookings. - Exclusions and Limitations of Liability
AEROTHRIVE, its personnel and its subcontractors shall not be liable for any direct or indirect damage to, or loss of property, including aircraft, or injury to or death of or any other damage sustained by the Client, its personnel, agents or third parties, due to or in connection with or as a consequence of the performance or non-performance of work under these Standard Terms and Conditions, unless caused by willful misconduct or gross negligence of AEROTHRIVE’ personnel and the Client shall indemnify and hold harmless AEROTHRIVE, its personnel and its subcontractors against any and all such claims, including costs and expenses incidental thereto. In any case AEROTHRIVE will not be liable for any consequential damages and its liability under this Agreement shall be limited to the amount received by AEROTHRIVE for services already performed in the course of the project as at the time the damage occurred.
The Client will be responsible for and insofar will indemnify and hold harmless AEROTHRIVE, its directors, officers employees and freelancers acting on behalf of AEROTHRIVE and third parties against all liabilities, damages and losses to property, costs and expenses for injury to or death of directors, officers, employees of AEROTHRIVE or freelancers acting on behalf of AEROTHRIVE or any third party, caused by gross negligence or willful misconduct of the Client, its directors, officers or employees during the term of the contract. - Data Protection & Privacy
AEROTHRIVE is committed to protect privacy. Authorized employees within the company may use the Client’s information on a need-to-know basis only. AEROTHRIVE uses the personal data provided by the Client for the purpose of processing the Agreement, service booking or maintaining the training certificate web registry (e.g. name, address, payment data) exclusively for the purpose of fulfilling and processing the Agreement. Client data will not be passed on to third parties except for the purpose of executing the agreement.
At any time and without charge, the Client may have the stored data queried, changed or deleted by AEROTHRIVE. Any consent given can be revoked at any time.
More details can be found in the AEROTHRIVE Privacy Policy. - Right to information
The Client has the right to inspect and request copies of any and all of Client’s records kept by AEROTHRIVE, provided that AEROTHRIVE is given reasonable advance notice thereof. The Client is requested to retain copies of any literature issued in relation to the provision of AEROTHRIVE services. Where appropriate, AEROTHRIVE shall provide the Client with appropriate written information, handouts or copies of records as part of an agreed contract.
At the Client’s request, AEROTHRIVE will inform the Client whether AEROTHRIVE is storing any of the Client’s personal data and, if so, which data these are. AEROTHRIVE endeavors to accurately record and keep personal data up to date. However, should the Client’s stored personal data nevertheless be incorrect, AEROTHRIVE will correct it at the Client’s request. - Data security
AEROTHRIVE takes technical and organizational security measures to protect the Client’s data managed by AEROTHRIVE against accidental or intentional manipulation, loss, destruction or access by unauthorized persons. AEROTHRIVE’ security measures are continuously improved in line with technological developments. Data processing and transmission are performed using the SSL procedure (Secure Socket Layer).
With e-mail communications, 100% data security cannot be guaranteed. AEROTHRIVE therefore encourages the Client to send confidential information by conventional mail. If AEROTHRIVE receives an e-mail from the Client, AEROTHRIVE assumes that AEROTHRIVE is authorized to reply by e-mail. - Intellectual Property
Unless specifically stated otherwise, title in all intellectual property rights, including copyright, shall vest in and remain the property of AEROTHRIVE.
The Client shall have a perpetual non-exclusive, royalty- free license to use AEROTHRIVE training course material but only for its own internal use (and not for resale) unless otherwise agreed in writing by AEROTHRIVE and subject to payment of any outstanding fees and expenses.
The AEROTHRIVE company logo is a registered trademark in Germany and other countries. The brand names and specific services of AEROTHRIVE featured on the website are trademarked. Prior to the use of AEROTHRIVE’ name, brand or logo in any publication or official statement, formal written permission from AEROTHRIVE is required.
AEROTHRIVE makes every endeavor to ensure the accuracy of its training content but it does not accept liability for any errors or omissions.
Only where applicable, client shall provide any required licenses to use the Terms of References required for ICAO- and IOSA-related services. - Links to this website
The Client may not create a link to any page of this website without AEROTHRIVE’ prior written consent. If the Client does create a link to a page of this website, the Client does so at its own risk, and the exclusions and limitations set out above will apply to the Client’s use of this website by linking to it. - Links from this website
AEROTHRIVE does not monitor or review the content of other parties’ websites which are linked to from this website. Opinions expressed or material appearing on such websites is not necessarily shared or endorsed by AEROTHRIVE, which should not be regarded as the publisher of such opinions or material. Please note that AEROTHRIVE is not responsible for the privacy practices, or content, of these sites. AEROTHRIVE encourages AEROTHRIVE’ Clients to be aware when leaving AEROTHRIVE’ site and to read the privacy statements of these sites. The Client should evaluate the security and trustworthiness of any other site which is connected to this site or which the Client accesses through this site himself before disclosing any personal information to any such site. AEROTHRIVE will not accept any responsibility for any loss or damage in whatever manner, howsoever caused, resulting from the Client’s disclosure of personal information to third parties. - Display of client’s company logo
For the sake of allowing AEROTHRIVE to list the Client’s company logo in the partners and/ or customers section of its website, in presentations and related marketing materials, the Client hereby grants AEROTHRIVE a non-exclusive, worldwide, royalty-free right and license to use, reproduce, display, and distribute the Customer’s company logo (“Logo”). This grant of rights is solely for the purpose of identifying the Customer as a client of AEROTHRIVE’s services and for the promotion of the services.
The Client represents and warrants that it holds all rights necessary to grant the permissions set out in this clause and that the use of the Logo by the Service Provider as described herein will not infringe on the rights of any third party.
AEROTHRIVE shall take reasonable measures to ensure that the Logo is displayed in accordance with the branding guidelines provided by the Customer. Should no such guidelines be provided, the Service Provider shall use the Logo respectfully and professionally.
The Client may request, in writing, for the Service Provider to cease using their Logo at any time, after which the Service Provider shall take prompt action to remove the Logo from its materials and online platforms within a reasonable timeframe.
This right shall persist for the duration of the service agreement or until the termination of the service, unless otherwise instructed by the Customer. - Jurisdiction and Governing Law
These Standard Terms and Conditions shall be governed by and construed in accordance with the laws of Germany. All disputes arising out of these Standard Terms and Conditions shall be exclusively settled by the competent courts of law. The exclusive place of jurisdiction shall be Pinneberg, Germany. - Written form
These Standard Terms and Conditions may not be amended except by an instrument in writing that is signed by duly authorized executives of both parties. Additional Annexes or letter agreements shall become full part of it. Oral agreements reached during the term of these Standard Terms and Conditions or any additional agreement shall not be binding upon either party unless and until mutually confirmed in writing. This rule (confirmation in writing) shall apply for this clause as well. - Discrepancies
AEROTHRIVE reserves the right to change these Terms and Conditions from time to time as it sees fit and the Client’s continued use of the site will signify the Client’s acceptance of any amendment thereto. If there are any changes to the privacy policy as applicable to the Client, AEROTHRIVE will announce that these changes have been made on AEROTHRIVE’ homepage and on other key pages on AEROTHRIVE’ site. If there are any changes in the way AEROTHRIVE uses AEROTHRIVE’ site or the Client’s Personally Identifiable Information, those affected by such change will be notified by e-mail or conventional mail. Any changes to AEROTHRIVE’ privacy policy will be posted on AEROTHRIVE’ website 30 days prior to these changes taking place. The Client is therefore advised to re-read this statement on a regular basis. - Notification of Changes
AEROTHRIVE reserves the right to change these Terms and Conditions from time to time as it sees fit and the Client’s continued use of the site will signify the Client’s acceptance of any amendment thereto. If there are any changes to the privacy policy as applicable to the Client, AEROTHRIVE will announce that these changes have been made on AEROTHRIVE’ homepage and on other key pages on AEROTHRIVE’ site. If there are any changes in the way AEROTHRIVE uses AEROTHRIVE’ site or the Client’s Personally Identifiable Information, those affected by such change will be notified by e-mail or conventional mail. Any changes to AEROTHRIVE’ privacy policy will be posted on AEROTHRIVE’ website 30 days prior to these changes taking place. The Client is therefore advised to re-read this statement on a regular basis. - Severability
If any provision or part-provision of these entire Terms and Conditions including the special Terms and Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Terms and Conditions. Should one or more provisions of these Terms and Conditions be or become ineffective or void, the parties undertake to replace the ineffective or void provision with a provision that comes as close as possible to the economic intent of the ineffective or void provision. - Survivorship
Any rights existing upon termination or expiration of this Agreement, including but not limited to provisions relating to non-disclosure, representations and warranties, indemnity, intellectual property and confidential information, shall all survive the termination or expiration of this Agreement, as shall any other provision of this Agreement which expressly or by its nature is intended to survive the termination or expiration of the Agreement.
Special Terms and Conditions for Audits, Gap Analyses, Trial Audits and similar, hereafter collectively referred to as “Audits” - Audit program
The audit shall be conducted according to agreed audit processes and procedures and/ or against a specified standard as agreed by the parties to the contract. - AEROTHRIVE’ obligations
AEROTHRIVE shall ensure that the Client is appropriately informed when the audit objectives are not attainable. Weaknesses and areas of improvement are determined based on a comparison with defined criteria. Findings will be generated against defined criteria based on objective evidence. Once the consulting services have been completed, the Client will be provided with a written report or other deliverables as prior agreed. Such report or deliverables shall be deemed legally accepted if it is not rejected within one week in writing by the Client. With regard to all information, data, documents, etc. made available to AEROTHRIVE by the Client, AEROTHRIVE assumes these to be correct and is not obliged to verify them. Consequently AEROTHRIVE is not responsible for any incorrect results in relation to the consulting service performed for the Client as far as these results are due to incorrect data material furnished by the Client.
Gap Analysis: Due to circumstances beyond AEROTHRIVE’ control, AEROTHRIVE makes at no point claims, promises or guarantees about the completeness of the identification of potential non-conformities. The analysis only represents a snap-shot of answers, documents, records etc. presented to AEROTHRIVE at a specific point in time. - Client’s Obligations
It is the Client’s responsibility to submit to AEROTHRIVE at the beginning of its services without undue delay and free of charge all information, documents, data etc. that AEROTHRIVE deems necessary for the performance of such services. The same applies to all information, documents and data produced or obtained by the Client during the course of the projects.
The Client must always exercise his or her legal accountability under the relevant legal approval (such as an Air Operator Certificate – AOC) and cannot delegate such to AEROTHRIVE and/ or AERTHRIVE directors, employees, or Freelancers (including Auditors and/ or Consultants). The final decision within the Client`s organization always rests with the Client and cannot be taken by AEROTHRIVE. - Modifications of contractual performances
If in the course of the project AEROTHRIVE becomes aware of the fact that it is necessary or advisable to modify the contractual performances, the parties will come to an agreement regarding such modifications. AEROTHRIVE will submit a written proposal concerning the suggested alterations. If the Client fails to substantiate in writing any possible misgivings it may have and propose economically equivalent alternatives within 14 days of receipt of AEROTHRIVE’ proposal, AEROTHRIVE’ proposal shall be deemed approved by the Client. - Additional man-days
The amount of additional man-days should be agreed via e-mail between the Client and AEROTHRIVE. In this case this Agreement will be extended automatically for the agreed additional man-days. The fee as mentioned under variable costs “Auditor day” (or similar) according to the quote will apply. - Audit dates
The event must be scheduled at least 30 days prior to the start date of that event. The quote is subject to availability of auditors for the desired dates. - Term of validity
This Agreement shall enter into force upon signing by both parties and shall remain valid until the service has been rendered in full.
It may be terminated by either party for good cause only subject to written notice. Failure to pay AEROTHRIVE in due time shall constitute good cause to terminate this Agreement immediately, without further responsibility for AEROTHRIVE.
In this case AEROTHRIVE will receive from the Client the remuneration for services already rendered until the date of receipt of the written notice, and in addition 10% of the remaining contract fee. The Client is further obligated to reimburse all expenses incurred by AEROTHRIVE in the performance of its obligations under this Agreement, in particular but not limited to costs related to the return of AEROTHRIVE experts, fees of subcontractors and verifiable expenses.
Special Terms and Conditions for (…) In-House Training Courses - (…)
- (…)
- In-House Training Course Fee
Fees for in-house training courses cover the instructor, digitally delivered course materials, examination and evidence of qualification (digital certificate) upon successful completion or a certificate of attendance and exclude training facilities (e.g. training room and equipment), meals, refreshments, accommodation and transportation unless otherwise stated. Certificates will only be provided following full payment of owed fees and any additional costs and expenses to be paid by the Client.
The fees are stated either in Euros or US Dollars. - Payment of Course Fees & AEROTHRIVE’ Rights
(…)
The full course instructions are typically sent out two to four weeks prior to the course start date.
The invoice will be sent electronically by e-mail.
(…) - (…)
- Course dates
In-house training courses shall be scheduled as early as feasibly prior to the beginning of the training course. The quote is subject to availability of trainers for the desired dates. - Course material
(…) Generally, the training course material for in-house training sessions is in English (…), unless otherwise stated in the quote. The training course material for (…) in-house training courses will be provided in electronic format.
For in-house training courses, it is the Client’s responsibility to advise AEROTHRIVE should they require any form of customization for their training, e.g. specific case studies, etc. before signing of the service agreement. Such customization must be explicitly part of the AEROTHRIVE proposal and agreement and may be subject to extra fees. Otherwise, the course will be delivered in line with the standard syllabus.
All training participants are required to bring their own notebooks equipped with software capable of processing Microsoft Office files including Powerpoint and Adobe Acrobat PDF files for their own personal use under their own personal licenses. - Training Course Tests/ Exams
Tests must be completed by participants as per instructions for each test/question and submitted within the timeframe specified by Instructors.
Tests cannot be reproduced or distributed, in whole or in part, in any form or by any means, without prior written permission from AT.
Retaking tests: Participants who had technical issues during a Test may retake it before the end of the training session, in coordination with the instructor. - Certification
Unless otherwise stated, every (…) in-house training course culminates in an AEROTHRIVE certificate for successful completion or alternatively attendance which will be awarded to the Client after the last training course day if the full payment of the fee has been received.
For data protection reasons, pass marks will only be communicated to the individual participants and not to other individuals or the company/ entity which booked the in-house training.
Limitation on Certification Implications: It is hereby clarified and emphasized that any training, certificates, diplomas or other communications provided by AEROTHRIVE does not and shall not be construed to:
- Confirm, verify, or guarantee the certificate holder’s proficiency, competence, or ability to perform any job, role, or function in the aviation or any other industry.
- Guarantee or suggest that the certificate holder will enhance their chances of obtaining employment, securing promotions, or achieving any other professional advancements.
- Represent or imply that the certificate holder has achieved a specific level of job proficiency, legal education, job training status, or any related or analogous professional standard.
AEROTHRIVE shall not be liable to any third party, including but not limited to present or future employers of our certificate recipients, for any claims, damages, or losses arising out of or in connection with the interpretations, expectations, or assumptions made based on our issued certificates.
Participants will receive a training course certificate if they achieve an average grade of no less than 70% for all tests. Participants achieving a final exam result of 90% or more will receive an additional “with distinction” remark on their certificates. Test ratings and gradings of the course instructor are non-negotiable and non-revokable at the instructor’s sole discretion. Otherwise, a course attendance certificate will be issued, provided that all modules of the training were fully attended.
(…)
- (…)
- Rescheduling In-house Training Course Bookings
Once booked, a training course may be rescheduled to a later or earlier training date within the same calendar year one time only for no extra charge and subject to AEROTHRIVE’s availability.
However, the Client shall provide a specific reason for such rescheduling. This notice needs to be given at least 21 calendar days prior to the commencement of the training course.
If the Client fails to attend to the rescheduled training course, the course fee shall not subject to refund or if not paid, remains payable in full.
AEROTHRIVE will charge the Client in case of any additional costs arising as a result of rescheduling (e.g. rebooking or cancellation fee for flights or accommodation, etc.). - (…)
- Termination/ Cancellation
AEROTHRIVE reserves the right to cancel the event at any time and if good cause exists, such as e.g. an event of force majeure occurs (…).
In case of a cancellation, AEROTHRIVE will notify the Client in writing (e-mail or by other means) or by phone and the paid course fee will be refunded to the Client.
AEROTHRIVE is not liable for any expenses incurred by the Client if a course is cancelled for good cause.
For in-house events at the Client’s premises the whole amount shall be due with immediate effect if the Client cancels the event after the contract has been signed. - Changes to the training course contents
AEROTHRIVE’ training courses are constantly updated and improved and AEROTHRIVE reserves the right to alter any of the courses’ content, the venue or the assigned trainer without prior notice. - Changes to the training course delivery method
AEROTHRIVE reserves the right to convert (…) on-site trainings into remote trainings at any time. - In-house training course
The Client shall provide AEROTHRIVE with such cooperation, assistance and facilities, as AEROTHRIVE reasonably requires for the execution of the training event. The Client shall ensure that, as a minimum requirement, the training facilities are kept at a comfortable temperature, have sufficient lighting (including windows with daylight) and ventilation and are equipped with:- Marker board or flip charts and writing implements
- Projector and screen
- Classroom or teaching space with desks/writing surfaces
- A minimum of two power sockets per participant and instructor
- Free high-speed internet access
- Drinking water
- Adequate toilet facilities
- Remote Training
Our standard terms and conditions for classroom training also apply for remotely provided online trainings. In case (…) classroom training is converted to remote training, participants will be informed ahead of time to verify their attendance.
Client accepts and acknowledges that AEROTHRIVE GmbH cannot be held responsible for any delay or disruptions to your access to the remote training as a result of such suspension of any of the following:- the operation of the internet and the world wide web, including but not limited to viruses;
- access problems to the GoTo or MS Teams or any other training platform utilized by AEROTHRIVE
- any firewall restrictions that have been placed on your network or the computer you are using to access the course;
- failures of telecommunications links and equipment; or
- updated browser issues.
If AEROTHRIVE GmbH is responsible for extreme technical difficulties arising throughout the training, we will reschedule up to one day to cover the material affected by this.
- Training Incentive
All offered aviation training incentives (…) are subject to the availability of the courses in our training portfolio. The incentives will be granted as soon as the agreement governing the incentive has been signed, or as stated otherwise. Kindly note that they are not refundable or exchangeable and not combinable with other discounts. The training incentives expire within one year of signing the agreement governing the incentive unless stated otherwise in writing and must be used at your discretion. It is the Client’s responsibility to advise AEROTHRIVE when they would like to redeem any incentive. - Modifications of contractual performances
If in the course of the project AEROTHRIVE becomes aware of the fact that it is necessary or advisable to modify the contractual performances, the parties will come to an agreement regarding such modifications. AEROTHRIVE will submit a written proposal concerning the suggested alterations. If the Client fails to substantiate in writing any possible misgivings it may have and propose economically equivalent alternatives within 14 days of receipt of AEROTHRIVE’ proposal, AEROTHRIVE’ proposal shall be deemed approved by the Client. - Venues
AEROTHRIVE does not accept any responsibility for the loss of or damage to personal property at the venue unless caused by willful misconduct or gross negligence on the part of AEROTHRIVE staff or subcontractors. - Client’s Obligations
It is the Client’s responsibility to submit to AEROTHRIVE at the beginning of its services without undue delay and free of charge all information, documents, data etc. that AEROTHRIVE deems necessary for the performance of such services. The same applies to all information, documents and data produced or obtained by the Client during the course of the projects. - (…)
- Prohibition of Recording and Transmission
Clients are not authorized to:
• record on video or audio tape, relay by videophone or other means the online course for any commercial or private purposes
• upload, broadcast, post, transmit or distribute any of the course content without prior written permission.
Special Terms and Conditions for Consulting Services - AEROTHRIVE’ obligations
AEROTHRIVE shall ensure that the Client is appropriately informed when the consulting objectives are not attainable. Weaknesses and areas of improvement are determined based on a comparison against specific regulations and the results are based on objective evidence discovered during the consulting. Once the consulting services have been completed, the Client will be provided with a written report. This report shall be deemed legally accepted if it is not rejected within one week in writing by the Client. With regard to all information, data, documents, etc. made available to AEROTHRIVE by the Client, AEROTHRIVE assumes these to be correct and is not obliged to verify them. Consequently AEROTHRIVE is not responsible for any incorrect results in relation to the consulting service performed for the Client as far as these results are due to incorrect data material furnished by the Client.
Gap Analysis: Due to circumstances beyond AEROTHRIVE’ control, AEROTHRIVE makes at no point claims, promises or guarantees about the completeness of the identification of potential non-conformities. The analysis only represents a snap-shot of answers, documents, records etc. presented to AEROTHRIVE at a specific point in time. - Client’s Obligations
It is the Client’s responsibility to submit to AEROTHRIVE at the beginning of its services without undue delay and free of charge all information, documents, data etc. that AEROTHRIVE deems necessary for the performance of such services. The same applies to all information, documents and data produced or obtained by the Client during the course of the projects. - Modifications of contractual performances
If in the course of the project AEROTHRIVE becomes aware of the fact that it is necessary or advisable to modify the contractual performances, the parties will come to an agreement regarding such modifications. AEROTHRIVE will submit a written proposal concerning the suggested alterations. If the Client fails to substantiate in writing any possible misgivings it may have and propose economically equivalent alternatives within 14 days of receipt of AEROTHRIVE’ proposal, AEROTHRIVE’ proposal shall be approved by the Client. - Additional man-days
The amount of additional man-days shall be agreed via e-mail with AEROTHRIVE headquarters. In this case this Agreement will be extended automatically for the agreed additional man-days. The fee as mentioned under variable man-day-costs according to the quote will apply. - Consulting dates
The event must be scheduled at the earliest possibility prior to the start date of the event. The quote is subject to availability of auditors for the desired dates. - Term of validity
The Agreement including these terms and conditions as integral part thereof shall enter into force upon signing by both parties and shall remain valid until the service has been rendered in full.
It may be terminated by either party for good cause only subject to written notice. Failure to pay AEROTHRIVE in due time shall constitute good cause to terminate this Agreement immediately, without further responsibility.
In this case AEROTHRIVE will receive from the Client the remuneration for services already rendered until the date of receipt of the written notice, and in addition 10% of the remaining contract fee. The Client is further obligated to reimburse all expenses incurred by AEROTHRIVE in the performance of its obligations under this Agreement, in particular but not limited to costs related to the return of AEROTHRIVE experts, fees of subcontractors and orders placed.
Tax clause for any service contract – AEROTHRIVE as service provider - Tax Policy
Prior to the start of the service or event, AEROTHRIVE may consult tax advisers on local tax issues. In the event additional taxes apply under local law, which may have to be borne by AEROTHRIVE, AEROTHRIVE reserves the right to adjust the quoted price accordingly or to cancel the service or event.
The tax clause under section 5 below these Standard Terms and Conditions shall apply and take precedence where applicable. - Definitions and Abbreviations
Excluded Taxes
(a) Taxes based on income, capital gains, net worth or property payable by AEROTHRIVE to any tax authority in Germany due to AEROTHRIVE’ business in Germany; or (b) Taxes for which AEROTHRIVE becomes liable by reason of its willful misconduct or gross negligence. - Taxes
Any and all present and future taxes, duties, withholdings, levies, assessments, imposts, fees and other governmental charges of all kinds (including without limitation, any value added or similar tax and any stamp, documentary, registration or similar tax) and any amount treated as such whenever created or imposed and whether of the government of Germany or elsewhere and whether imposed by a local, municipal, governmental, state, federal or other body and will include, without limitation, all fines, penalties, costs, charges and expenses payable in connection with any failure to pay or delay in paying same (except and to the extent that any such fines, penalties, costs, charges and expenses arise as a result of acts or omissions or delay of AEROTHRIVE) but not “Excluded Taxes”, and references to “Taxes” will be construed accordingly. - Value Added Tax
Sales tax or value added tax on any goods and services, sales or turnover tax, customs duties, imposition or levy of a similar nature including, without limitation, value added tax payable under the German VAT Act of 1993 as amended or supplemented from time to time. - Taxes
All prices under this Agreement (…) are net of any Value Added Tax or similar tax on value or turnover payable in respect thereof, which tax, if any, will be payable by Client in addition thereto and at the same time. Subject to this clause 2.1, all payments made by the Client under this Agreement shall be gross amounts, without any tax deductions or withholdings of a similar nature.
(…)
Payments must be made without any set off or counter claim. If the Client is required by law to deduct or withhold any amounts from any payment hereunder, it shall do so and the sum due from the Client in respect of such payment will be increased to the extent necessary to ensure that, after deducting or withholding any such amounts, AEROTHRIVE receives and retains (free of any liability in respect of any such amounts deducted or withheld) a net sum equal to the sum it would have received and retained had no deduction or withholding been required. The Client shall provide to AEROTHRIVE a withholding tax certificate documenting the payment to the relevant governmental authority.
AEROTHRIVE shall be responsible for Excluded Taxes. The Client shall assume full responsibility for and indemnify and hold harmless AEROTHRIVE on AEROTHRIVE’ demand against any and all Taxes and customs duties of any nature whatsoever which may arise from this Agreement and the transaction, acts, events and circumstances envisaged thereby and with respect to receipts of AEROTHRIVE hereunder. In the event any such Taxes or customs duties are recoverable, AEROTHRIVE shall use reasonable efforts to recover such Taxes or customs duties paid.
These Terms and Conditions form an integral part of the Agreement between the Client and AEROTHRIVE. By accessing AEROTHRIVE’ website and/or booking a course or entering into a contract for services, the Client indicates that it understands and accepts these Standard and Special Terms and Conditions and the Disclaimer Notice contained herein. The Client’s statutory consumer rights shall remain unaffected.
