On this page you will find the following policies:
Effective Date: 14 May 2018
Schedaero and its affiliates (collectively, the “Company”, “we” or “us”), are committed to safeguarding the privacy and personal information of our customers and business partners. This Privacy Notice explains how we may collect, use, process, share, and store personal information about you, including through designated third-party service providers, and the choices that are available to you regarding this information. Please read this Privacy Notice carefully to understand our views and practices regarding your personal information and how we will treat it.
In addition to information kept in hardcopy, this Privacy Notice also applies to our company websites, online applications that run on smart phones, tablets, mobile devices (“apps”), and other online services that we offer which link to this Privacy Notice. Also note that our websites may contain links to other websites; if you follow a link to any of these websites, you should read their own privacy notices.
We collect information about you when you open an account with us, purchase our products and services and/or remit payment for services. We also collect information about you using cookies, and if you interact with us via phone, websites, or apps.
The types of information that you may give us vary depending on the specific entity with which you are doing business, and/or the particular services requested. For example, you may be purchasing aviation, land or marine fuel products and/or related services, engaging with us to provide energy management services, using our trip planning services and/or related products, utilizing our software offerings, or using our payment solutions technology. The information you may give us could include categories such as, but not limited to, your name, work or personal address, e-mail address, phone number, date of birth, gender, financial and/or credit card information, passport or driving license information, national ID number, personal description and/or photograph, as well as customer data, payment data, employee data and/or website user data.
Please note that our websites are not intended for children under 13 years of age, and we do not knowingly solicit data online from, or market online to, children under 13 years of age.
Where we have given you (or where you have chosen) a password to access certain parts of our websites, you are responsible for keeping this password confidential. We ask you not to share a password with anyone. Unfortunately, the transmission of information via the internet is not completely secure. Although we will do our best to protect your personal data, we cannot guarantee the security of your data transmitted to/from our websites — any transmission is at your own risk.
We may receive information about you if you use any of the other websites we operate or the other services we provide. We also work closely with third parties (including, for example, business partners, sub-contractors, payment and delivery services, advertising networks, analytics providers, search information providers, and credit reference agencies) and may receive information about you from them.
We use your information to provide you with information, process orders for products and services that you request from us, and administer or otherwise carry out our obligations in relation to any agreement you have with us. We retain your information for the period necessary to serve a legitimate purpose or as required by law.
We may also use this information to provide you with information about goods or services we feel may interest you.
If at any time you wish us to stop using your information for any the above purposes, please contact us using the methods explained below. We will stop the use of your information for such purposes as soon as it is reasonably possible to do so.
We may share your personal information with other members of our group of companies and with selected third parties for the performance of any contract we enter into with them or you. These third parties will not use your personal information for any other purposes than what we have agreed to with them, and we request those third parties to implement adequate levels of protection in order to safeguard your personal information.
Since we operate globally, the data that we collect from you may be transferred to, and stored at, destinations inside and outside the European Economic Area (“EEA”). For example, it may be processed by our staff operating inside and outside the EEA, our subsidiaries, or our suppliers to provide you with our services. While the information is under our control, we seek to ensure that your personal information receives the level of protection as required by the EEA, including seeking to ensure that it is kept secure and used only in accordance with our instructions and for legitimate purposes.
In the event we go through a business transition, such as a merger, acquisition of another company, or sale of part or all of our assets, we may disclose your personal information to third parties and your personal data held may be among one of the assets transferred.
We may also automatically collect non-personal information about you such as the type of internet browsers you use or the website from which you linked to our website. We may also aggregate details which you have submitted to us. You cannot be identified from this information and it is only used to assist us in providing effective services, including in connection with this website.
Under the EU General Data Protection Regulation (“GDPR”), if you are a citizen or resident of an EEA country or Switzerland, you may have certain rights regarding your personal information:
If you are eligible to invoke one of the rights listed above and wish to do so, you may contact us as part of a subject access request using the details found below. Please note that we may not always be able to fulfill your request as there may be legitimate purposes, such as certain legal or statutory obligations, that require us to retain your information as stored or if we believe the change would cause the information to be incorrect.
As appropriate, we may make changes to this Privacy Notice that will be posted online and, where appropriate, be sent to you by e-mail. Please check back frequently to remain aware of any updates or changes to this Privacy Notice.
We encourage you to first read our Privacy Principles, which contain additional information regarding our policies and procedures. If you have additional questions, or believe you are eligible to submit a subject access request, you can reach us by email at firstname.lastname@example.org or by post at:
Attn: Privacy Administrator, Legal Department
411 03 Gothenburg
Please be aware that when we receive a formal written complaint regarding the processing of personal data, we try to resolve it directly with the person who has made the complaint, or with the data controller when we are acting as a data processor. However, as necessary, we will work with the appropriate regulatory authorities, including local data protection authorities, to resolve any complaints regarding our processing of personal data that we cannot
Last updated: 14 May 2018
Our websites use unobtrusive Cookies to store information on your computer. Some Cookies on this site are essential, and the site will not work as expected without them. These Cookies may be set when you submit a form, login or interact with the site by doing something that goes beyond clicking on simple links. We also use non-essential Cookies to anonymously track visitors, to enhance your experience of the site, etc. as described below.
Cookies are small files of letters and numbers that are downloaded onto your computer or mobile or other handheld device when you access certain websites. Cookies allow a website to recognize a user’s device and help your browser navigate through the website by allowing you to log in automatically or remembering settings you selected during earlier visits (among other functions). Cookies do not harm your computer. If you would like to learn more about cookies in general, you can visit websites such as www.allaboutcookies.org.
Cookies set by the website owner (in this case, Schedaero) are called “first party cookies”. Cookies set by parties other than the website owner are called “third party cookies”. Third party cookies enable third party features or functionality to be provided on or through the website (e.g., advertising, interactive content and analytics). The parties that set these third party cookies can recognize your computer both when it visits the website in question and also when it visits certain other websites.
Third parties may place cookies, web beacons and similar tracking technologies on your computer or mobile device to collect information about your visits to our website and other websites in order to provide relevant advertisements about goods and services of potential interest to you. Third parties may also employ technology that is used to measure the effectiveness of advertisements. The information collected through this process does not enable us or third parties to identify your name, contact details or other personally identifying details unless you choose to provide them.
The information we obtain through the use of our Cookies may include information about your computer, device, and browser, such as IP address, browser, operating system, device characteristics, language preferences, mobile device or advertising ID, referring URLs, and actions taken by you with regard to the Schedaero Services, such as what content you visited, whether you have used the website before, the dates and times you accessed the sites, email and advertising views and click-throughs, and other software or hardware information.
Schedaero may enter into agreements with third party companies to serve advertisements and information to our website users. Schedaero may use its Cookies when working with these companies to provide them information regarding use of our websites or to serve you advertisements when you visit our websites. This information can be used to understand usage across websites and devices to help improve our products, remember your preferences, provide content recommendations, and show you advertisements on Schedaero Services or other third party websites or apps that may be tailored to your individual interests. The non-personally identifiable information these third parties may obtain on our behalf includes data about your visits to our websites and use of apps that serve our advertisements, such as the pages or adds you view and the actions you take on those websites or apps.
|userCountry, userCurrencySymbol, user Explicit, userLangId, userLanguage, userPreferredUrl, userprefs, userSalesCatalogId, userStoreId, viewed, WC_ACTIVE_POINTER, WC_AUTHENTICATION, WC_PERSISTENT, WC_SESSION_ESTABLISHED, WC_USERACTIVITY, SessionExists, ShowAlert, arc-33056-recently-viewed, JSESSIONID, mdr_browser||These cookies enable Google Analytics software. It helps us take and analyze visitor information such as browser usage and new visitor numbers. That information helps us to improve the website experience and to improve our marketing efforts.||Open IE > click Tools > select Internet Options > click Delete under Browsing History > make sure the Cookies option is selected and then click Delete again.|
You have the right to decide whether to accept or reject Cookies. If you do not want to receive relevant information, advertisements, or services available from Schedaero, you can stop Cookies from being downloaded to your device at any time by selecting the appropriate settings in your browser. This will also disable our web beacons. Most browsers will tell you how to change your browser settings to notify you when a Cookie is being set or updated, or to restrict or block certain types or all Cookies. Please consult the “Help” section of your chosen internet browser for instructions on how to change your Cookie handling settings. Please note that by disabling or blocking any or all Cookies, some features of the Schedaero Services may not operate as intended, or you may not have access to features or personalization otherwise available through the Schedaero Services. For example, if you disable or reject certain Cookies, you may not be able to access certain features such as video content or services that require you to sign in.
It may be that your concerns around Cookies relate to so called ‘spyware’. Rather than switching off Cookies in your browser, you may find that anti-spyware software achieves the same objective by automatically deleting Cookies considered to be invasive. Learn more about managing cookies with antispyware software.
Cookies and ad technology such as web beacons and pixels help us serve relevant ads to you more effectively. They also help us collect aggregated audit data, research, and performance reporting for advertisers. Pixels enable us to understand and improve the delivery of ads to you, and know when certain ads have been shown to you. Since your web browser may request advertisements and web beacons directly from ad network servers, these networks can view, edit, or set their own cookies, just as if you had requested a web page from their site.
We may periodically update this Cookies Policy to comply with laws, rules, and regulations, to adapt to changing business conditions, and for other reasons. In the event that changes are made to the Cookies Policy, the modified Cookies Policy will be posted on the Schedaero websites.
The date at the top of this Cookies Policy indicates when it was last updated.
If you have questions about this Cookies Policy, please contact us at email@example.com or write to us at:
Attn: Privacy Administrator, Legal Department
411 03 Gothenburg
Schedaero, its subsidiaries and affiliates (collectively, “Schedaero”) are committed to safeguarding the personal information of our customers, business partners, and employees. The following Data Protection and Privacy Principles (the “Privacy Principles”) outline how Schedaero may collect, use, share, transmit, maintain, and store (collectively, “process”) information that relates to an identified or identifiable individual (“personal information”), and the choices that may be available to you regarding your personal information. Under these Privacy Principles, “you” and “your” means any individual customer, business partner, or employee of Schedaero and any other individual whose personal information we process, and “we”, “us”, and “our” refer to Schedaero.
Please read the following carefully to understand our views and practices regarding your personal information and how we may treat it. For more information, or if you have any questions and/or are eligible to submit a subject access request, please reach out to us using the contact details found below, or visit our Privacy Notice.
We will only collect personal information as appropriate and using only fair and lawful methods. We will process your personal information fairly and for purposes permitted by you and/or as permitted by applicable law. If requested, and/or where it is not clear from the Schedaero product or service that you utilize or from your relationship with us, we may inform you about how your personal information is processed and the rights and remedies you have under our Privacy Principles. In addition, where permitted under applicable law, you may object to certain types of processing. The Schedaero business(es) with which you transact provide notifications regarding the collection and processing of personal data and such notices may be found in the Privacy Notice.
We will keep your personal information confidential and limit access to your personal information to those who specifically need it to conduct their business activities, except as otherwise permitted by applicable law. We have implemented industry standard measures to secure your personal information from accidental loss and from unauthorized access, use, alteration and disclosure. We require industry standard data security measures from those third parties who are authorized by us to process your personal information on our behalf.
We strive to provide you with choices regarding the personal information you provide to us, including giving you the option of having your personal information included or removed from lists used by Schedaero for marketing purposes, as may be required by applicable law. Each of our businesses may continue to send its customers information about the products or services that they receive from that business.
Depending on your country or residence and/or citizenship, under applicable laws such as the EU General Data Protection Regulation (“GDPR”), you may also have the right to demand access to, review and change, and request deletion of the personal information that you have provided to us. Please note, however, that we may not always be able to accommodate your request to change or delete information if we believe doing so would cause the information to be incorrect, if we have a legitimate business purpose to retain that information, and/or if doing so might violate other legal obligations.
As a global group of companies, we may transfer the Personal Information we collect about you to countries other than the country in which the information was originally collected. When we transfer your information to other countries, we will take appropriate steps to protect that information. Where it is not clear from the Schedaero product or service or from your relationship with us, we will tell you if your personal information may be transferred outside of your country. We will ensure any transfers are conducted in accordance with applicable law.
If you are located in a country subject to the GDPR, please note that we will comply with applicable legal requirements and have adequate measures in place to provide protection for the international transfer of Personal Information. These measures include, among others, contractual obligations for recipients to handle and protect the personal information in accordance with standard contractual clauses developed by the European Commission.
Schedaero takes its data privacy obligations very seriously, and its employees may only process your personal information in accordance with these Privacy Principles, for which we conduct training and review compliance. Employees who violate these Privacy Principles may be subject to disciplinary action, up to and including termination.
For more detailed information regarding the collection and/or processing of your personal information, please visit our Privacy Notice.
If you have specific questions, and/or are eligible to exercise certain rights as described above, please email privacy@Schedaero.com or write to us at:
Attn: Privacy Administrator, Legal Department
411 03 Gothenburg
1.1 This document contains terms and conditions governing the contractual relationship between Schedaero and the Member as created through that certain membership agreement (as replaced, extended or renewed between the parties from time to time, the “Membership Agreement”). The Membership Agreement must be read in conjunction with these General Terms and Conditions to form the entirety of the contractual relationship governing the Member’s membership subscription to the Service.
1.2 These General Terms and Conditions shall remain in effect until superseded by a revised version of General Terms and Conditions, pursuant to Section 7 hereof.
1.3 Any capitalized terms used but not defined herein shall have the meanings ascribed to them in the Membership Agreement.
2. THE SERVICE
2.1 Schedaero provides access to the web-based aircraft and crew scheduling software system via various websites of which the main website is Schedaero.com (the “Site”). The Site is used by Schedaero’s members for the scheduling of crew and aircraft, quoting and invoicing.
2.2 In addition to the Service provided to the Member, Schedaero provides various services to other members over the Site (as further described in the section 6). Schedaero’s complete offering of services (including the Service subscribed to by the Member) are hereinafter referred to as the “Offered Services”.
2.3 Schedaero reserves the right to modify the Site, the Service and the Offered Services, in part or in their entirety, at any time.
3. ACCESS TO THE SERVICE
3.1 AUTHORIZED USE
3.1.1 Access to the Service is granted to the Member on a membership subscription basis. A valid and effective membership subscription requires a valid Membership Agreement and a current account balance. Access to the Service will be activated once a valid Membership Agreement has been signed by both parties and Schedaero has received payment for the first Payment Period.
3.2 MINIMUM REQUIREMENTS
3.2.1 The most current requirements with respect to supported browsers, system limitations and minimum specifications for operating the Service can always be found on the Site.
3.3 USER ID’S AND PASSWORDS
3.3.1 Each user account is associated with a specific user ID and a password.
3.3.2 Each user ID and each password is confidential and the assigned user may not disclose or share it with anyone else, including other employees or representatives of the Member or individuals outside the Member’s organization, and it may not be used for any unauthorized purpose. The Member will use all reasonable efforts to make sure that employees and representatives which are provided with a user ID and a password undertake to keep such information confidential.
3.3.3 The Member is fully responsible for any and all use of the Site and the Service by anyone using a user ID and a password connected to a user account provided to the Member.
3.3.4 The Member hereby acknowledges that the use of the user ID and password together constitutes the Member’s authorization of an individual’s use of the Service and the Site. The Member is thus aware that it will be bound by any action or information submitted through the use of the user ID and password. The Member is consequently aware of the necessity to implement adequate security measures to make sure that its user ID’s and passwords are not disclosed and/or misused.
3.3.5 The Member agrees that users may receive emails from the Site and may manage their email preferences in the user profile.
4.1 USE AND OWNERSHIP
4.1.1 Any and all content, data, graphics, images and other information that the Member transmits through the Site (“Submissions”) shall remain the Member’s sole and exclusive property, and the Member shall be solely responsible for its Submissions.
4.1.2 The Member agrees to only provide information that it deems suitable for publication on the Site. Any Submission that the Member provides to Schedaero will be deemed public information and not subject to any confidentiality obligation, and Schedaero shall have no obligation to maintain its confidentiality, except to the extent the Submission contains personal identifiable information, in which case Schedaero’s Privacy Notice shall govern Schedaero’s use of such information.
4.1.3 The Member may only provide the Service with information in the form of text, numbers, pdf documents and digital photos intended to be read and understood by other members.
4.1.4 The Member agrees to maintain and promptly update Submissions in order to keep information that has been posted or communicated through the Service true, accurate, current and complete. The Member undertakes to continuously provide Schedaero, through the Service, with any relevant information about the Member’s business, as it relates to the Service. Schedaero agrees to as promptly as possible remove any Submission made by the Member from displaying through the Offered Services, upon written request from the Member.
4.1.5 By transmitting Submissions to the Service, the Member hereby grants Schedaero and its successors a worldwide, perpetual, non-exclusive, irrevocable, royalty-free, sub-licensable (through multiple tiers) and transferable license to use, copy, display, transmit or otherwise distribute the Member’s Submissions through the Offered Services. The Member also grants each user of the Offered Services a non-exclusive license to access the Member’s Submissions through the Offered Services and to use, copy, display, transmit or otherwise distribute its Submissions in relation to their use of the Offered Services.
4.1.6 Except as set forth in Section 4.1.5, nothing in the Membership Agreement or these General Terms and Conditions shall be construed as conveying any ownership, license, or any other interest whatsoever in or to any of the Member’s intellectual property (including without limitation the Member’s or the Member’s affiliates’ logos, trademarks, copyrighted or patented material, photographs of the Member’s or the Member’s clients’ aircraft or any other marketing material). Schedaero may only create derivative works of the Member’s submission in order to mask unique identifying data, such as removing the tail number from a submitted photo.
4.1.7 Information provided through Submissions that is used, transmitted, distributed or displayed by Schedaero for other purposes than as part of the Offered Services shall only be used, transmitted, distributed or displayed in the form of generic statistical data (for the purpose of these General Terms and Conditions, “generic statistical data” means anonymized aggregated data gathered from at least three different member companies).
4.2 ACCURACY OF AND RESPONSIBILITY FOR INFORMATION
4.2.1 Schedaero undertakes to use commercially reasonable efforts to ensure that the Site will accurately relay any information provided by members to the Member without corruption or distortion.
4.2.2 All information provided through the Site is provided by members of Schedaero’s services. Schedaero has no control over, and fully disclaims any form of responsibility or liability with respect to, the quality, accuracy, legality, truth or completeness of any information provided by its members, the ability of members to provide such information, the ability of members to pay for any services rendered through use of such information, the quality or legality of the services provided by its members, or the terms and conditions of any transaction between members.
5.1 The Member may not enter any form of data, device, software or routine that could pose a threat to the security or functionality of the Site or the Offered Services, including but not limited to HTML, ASP, XML, viruses, trojans, hyperlinks, auto responders, time bombs or cancel bots.
5.2 The Member may not damage or interfere with the proper working of the Site or surreptitiously intercept or expropriate any system, data or information from the Site.
5.3 The Member may not take any action which imposes an unreasonable or disproportionately large load on the Site, the Service or any infrastructure connected therewith, including but not limited to “spam”, denial of service attacks, unsolicited mass e-mailing and other techniques.
5.4 The Member must not reproduce, reverse engineer, decompile, disassemble, modify or create derivative works with respect to the Service, the Site or any other services provided by Schedaero, regardless of platform.
5.5 Any breach by the Member of this Section 5 shall for all purposes be regarded as a “material breach” of the Membership Agreement and these General Terms and Conditions.
6. OFFERED SERVICES
6.1 Schedaero provides a range of different services to its members. For additional fees, the Member may elect to include additional Offered Services not already included in the Service subscribed to by the Member. Such additional services require an updated Membership Agreement with separate product and price for each additional service subscribed to by the Member. Once added through an updated and signed Membership Agreement, the term “Service” as used herein and in the Membership Agreement will include also such additional services, and their use will be governed by the provisions of the Membership Agreement and these General Terms and Conditions.
7. CHANGES AND AMENDMENTS
7.1 THE GENERAL TERMS AND CONDITIONS
7.1.1 Schedaero reserves the right to change or update the General Terms and Conditions at any time and in its sole discretion, by posting on the Site, or emailing to the Member at the email address the Member has provided to Schedaero, a change notice or a revised General Terms and Conditions. Should the Member not be willing to accept the revised General Terms and Conditions, the Member’s sole remedy is to give Schedaero a notice of termination in accordance with Section 8. If Schedaero has not received a notice of termination from the Member within the sixty (60) days following the Member’s receipt of the notice of revised General Terms and Conditions, the Member hereby agrees that the new and revised General Terms and Conditions shall replace and supersede the previous version and be effective as of the sixty first (61st) day following the Member’s receipt of Schedaero’s notice with revised General Terms and Conditions.
7.2 THE MEMBERSHIP AGREEMENT
7.2.1 The Membership Agreement may be amended, modified or supplemented by one party sending a requested change to the other party, in accordance with the notice provisions of the Membership Agreement, and the other party confirming the requested change in writing or via email. The Member may also unilaterally remove products from the Services by giving Schedaero at least ten (10) days written notice, such removal to be effective from the first day of the following month. However, notwithstanding the foregoing, no product may be unilaterally removed by the Member until and unless it has been active for at least ninety (90) days (or six (6) months with respect to Apps). If ten (10) days written notice to remove a product is received by Schedaero before the minimum active time has elapsed, the removal will be effective as of the first day following the end of such 90 days (or 6 months with respect to Apps).
8. CANCELLATION AND TERMINATION
8.1 Either party may terminate the Membership Agreement at once in the event that the other party is in default or breach of any material provision of the Membership Agreement or these General Terms and Conditions and such default or breach has not been cured within ten (10) days after written notice thereof (if at all possible to be cured within ten (10) days).
8.2 Either party may terminate the Membership Agreement for any reason by providing sixty (60) days written notice. The termination will take effect the first (1st) day of the month following expiration of the sixty (60) day notice period.
8.3 Upon receipt of a revised version of the General Terms and Conditions in accordance with Section 7, the Member shall have the right to terminate the Membership Agreement as of the expiration of the sixty (60) day notice period, provided that Schedaero has received the Member’s written termination notice before the expiration of such notice period.
8.4 The first time Member enters into a Membership Agreement, it may cancel its membership with immediate effect within seven (7) business days of the agreement start date. A request for cancellation must be submitted in writing.
9. REFUNDS AND CREDIT NOTES
9.1 Refunds or credit notes will only be issued for pre-paid future services. No refunds will be given for periods that have already passed.
9.2 Should a first-time Member choose to cancel within the first seven (7) days of membership, Schedaero will issue a refund for any pre-paid amounts, less one month’s fees and any applicable one-time set up fees.
9.3 If due to any revision of the Membership Agreement a balance is owed to the Member, Schedaero will issue a credit for the Member. The credit will then be applied to the next invoice.
9.4 Should the Member choose to terminate or not renew the Membership Agreement, a refund will be issued to the Member for any pre-paid amounts.
9.5 If the Member terminates the Membership Agreement in accordance with Section 8.1, the Member is entitled to a refund of any remaining pre-paid amounts. If Schedaero terminates the Membership Agreement in accordance with Section 8.1, no refund will be given.
10. SCHEDAERO’S RESPONSIBILITY
10.1 Schedaero shall use all commercially reasonable efforts to keep the Site and the Service available twenty four (24) hours a day, seven (7) days a week. Notwithstanding the foregoing, Schedaero reserves the right to make the Site and the Service unavailable from time to time in order to install new releases, to perform maintenance, or to undertake activities to protect the Site, the Service or the information provided through them. Schedaero will make all reasonable efforts to notify members of planned system changes three (3) days in advance by posting clear notices on the Site and/or by sending an e-mail notification to the Member at the address provided by the Member for e-mail notices in the Membership Agreement. Furthermore, Schedaero does not assume responsibility for unavailability and downtime caused by force majeure or other events and circumstances beyond Schedaero’s control, it being understood that failure in the transfer of data, problems inherent in the use of communication facilities and failures caused by the Member not adhering to Schedaero’s instructions or policies will always be considered circumstances beyond Schedaero’s control.
10.2 The Member acknowledges that Schedaero is not a broker nor an operator of charter flights. Schedaero is not a party to transactions or contractual arrangements that may arise between its members. Because Schedaero’s members are independent companies with their own operating policies, procedures and processes, and because they operate independently of Schedaero, Schedaero cannot and will not control or monitor their actions. Nor does Schedaero assume any responsibility for any of its members’ errors or omissions. Any agreements entered into by the Member with other members as a result of the use of the Services are at the sole discretion and risk of the Member, and each member bears the full responsibility for the payment and performance of all arrangements and agreements entered into with other members.
BY SIGNING THE MEMBERSHIP AGREEMENT, OF WHICH THESE GENERAL TERMS AND CONDITIONS IS AN INTEGRAL PART, THE MEMBER ACKNOWLEDGES AND AGREES THAT SCHEDAERO SHALL NOT BE RESPONSIBLE FOR, AND SHALL NOT INCUR ANY LIABILITY TOWARDS THE MEMBER AS A RESULT OF, ANY LOSS OR DAMAGE CAUSED BY THE ACTS OR OMISSIONS OF OTHER MEMBERS, REGARDLESS OF IF SCHEDAERO FACILITATED THE UNDERLYING TRANSACTIONS AND REGARDLESS OF THE BASIS OF SUCH CLAIMS, AND THE MEMBER HEREBY WAIVES AND RENOUNCES ANY RIGHT IT MAY OTHERWISE HAVE TO CLAIM INDEMNIFICATION FROM SCHEDAERO IN SUCH RESPECT.
11. MEMBER’S REPRESENTATIONS, UNDERTAKINGS AND WARRANTIES
11.1 By entering into the Membership Agreement, including these General Terms and Conditions, and by using the Service, the Member represents, undertakes and warrants that upon execution of the Membership Agreement and at any given time after that (as applicable):
(a) the Member is a duly incorporated and validly existing company, corporation or similar legal entity under the laws of its place of registration or incorporation;
(b) the execution, delivery and performance of the Membership Agreement and these General Terms and Conditions is duly authorized by the Member and has been duly executed and delivered for and on behalf of the Member by persons authorized to do so;
(c) all information provided by or on behalf of the Member to Schedaero or through the Site, is and will be true, correct and not misleading and it is the Member’s responsibility to control such information before the use of the Service;
(d) any person that is provided with a user account, and the user ID and the password associated to such account, has the right and authority to act through the Service and the Site on behalf of the Member;
(e) the Member owns and/or has the necessary licenses, rights, consents, and permissions to use and authorize Schedaero to use all patent, trademark, trade secret, copyright or proprietary rights in and to any and all Submissions to enable inclusion and use of the Submissions by the Site and the Offered Services;
(f) the Member is not insolvent, has not gone into liquidation, has not had a receiver appointed for any or all of its assets, has not entered into receivership, is not declared bankrupt, has not taken general measures to cease payments of its debts, has not entered into negotiations for a general agreement with its creditors, has not entered into composition, reorganization or similar arrangements with its creditors;
(g) when submitting any aircraft availability through the Offered Services with the intent to be displayed to other Members through the Offered Services, the Member represents and warrants that (i) the relevant aircraft is available for charter as detailed, (ii) the aircraft has a valid Air Operation Certificate or Part 135 Certificate, and (iii) the registration number provided is valid and relates to the aircraft offered; and
(h) the Member shall comply with all applicable laws, statutes, ordinances and regulations, as well as all material industry standards, including obtaining all necessary permits and/or approvals necessary to perform its obligations under the Membership Agreement and the marketing, selling and/or operation of charter flights.
12. SCHEDAERO’S REPRESENTATIONS, UNDERTAKINGS AND WARRANTIES
By entering into the Membership Agreement, including these General Terms and Conditions, and by providing the Service, Schedaero represents, undertakes and warrants that upon execution of the Membership Agreement and receipt of the Membership Fee, and at any given time after that (as applicable):
(a) Schedaero Inc. and Schedaero AB are duly incorporated and validly existing under the laws of their respective jurisdiction of incorporation;
(b) the execution, delivery and performance of the Membership Agreement and these General Terms and Conditions is duly authorized by Schedaero and has been duly executed and delivered for and on behalf of Schedaero by persons authorized to do so;
(c) the Service is developed, produced or provided to the Member under the Membership Agreement without infringing upon any intellectual property rights of any other person or entity; and
(d) Schedaero shall comply with all applicable laws, statutes, ordinances and regulations, as well as all material industry standards, including obtaining all necessary permits and/or approvals necessary to perform its obligations under the Membership Agreement.
SCHEDAERO PROVIDES THE SITE AND THE SERVICE AS IS, WHERE IS, AND AS AVAILABLE. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, SCHEDAERO MAKES ABSOLUTELY NO WARRANTY OR CONDITION OF ANY KIND WHATSOEVER, EXPRESS, IMPLIED OR STATUTORY. SCHEDAERO SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SCHEDAERO MAKES NO WARRANTY REGARDING THE ACCURACY OF ANY DATA PROVIDED BY OTHER MEMBERS. FURTHERMORE, SCHEDAERO DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE SITE AND THE SERVICE, AND THE MEMBER IS HEREBY PUT ON NOTICE THAT OPERATION OF THE SITE AND THE SERVICE MAY BE INTERFERED WITH AND INTERRUPTED BY NUMEROUS FACTORS OUTSIDE SCHEDAERO’S CONTROL.
14.1 Subject to the limitations set forth below and elsewhere in these General Terms and Conditions, the parties agree to indemnify, defend and hold each other harmless from and against any and all losses, claims, expenses and damages (including attorney’s fees) resulting from its own breach of any provisions of the Membership Agreement and/or these General Terms and Conditions.
14.2 The Member agrees that Schedaero shall not be liable for any losses or damages arising out of or in connection with any interruption, suspension or termination of the Site or the Service.
14.3 The Member assumes full responsibility for, and Schedaero shall not indemnify the Member for, loss or damage resulting from the Member downloading and/or using third party files, information, communications, content, or other material (including without limitation software) accessed through or obtained by means of the Site or the Service.
14.4 In no event shall either party, or an officer, affiliate, director, shareholder, agent or employee thereof be liable to the other for any indirect, consequential, incidental, special, punitive or exemplary damages, including but not limited to lost profits, loss of data or otherwise out of or in connection with this agreement, unless such loss or damage is caused by the gross negligence or wilful misconduct of such party, its officers, employees, agents or representatives.
14.5 The cumulative liability for either party under this agreement to the other party shall in no event exceed an amount corresponding to the Membership Fee for one year of membership, regardless of whether such party knew or should have known of the possibility of such damage.
14.6 The Member acknowledges that it is entering into the Membership Agreement only with the Avinode entity that signed the Membership Agreement and that each Avinode entity is operating on a stand-alone basis, and the Member further acknowledges and agrees that any claims against Schedaero shall only be made against the Avinode entity that signed the Membership Agreement (or such Avinode Group entity to which the Membership Agreement has been transferred or assigned in accordance with Section 20). Schedaero expressly disclaims and renounces any form of cross-guaranties or similar intra-group responsibility between any Avinode entities, which the Member acknowledges by entering into the Membership Agreement with the contracting Schedaero entity only.
15. PRIVACY AND DATA PROTECTION
15.1 The objective of the Service is to store, analyze and exchange information. Hence, by using the Service the Member agrees and acknowledges that Schedaero may obtain and collect information in a variety of ways. Such information includes, but is not limited to, information about the Member or provided by the Member, information regarding activities on the Site and the use of the Service, as well as messages sent or received by the Member through the Service.
15.2 Upon issuing a user account, including a user ID and password, Schedaero will process personal data (“Personal Data”), such as name and contact details, of the Member’s employees or representatives. Schedaero may use such Personal Data as well as any other information submitted to Schedaero for the provision of the Service, for the performance of usage analyses and for statistics purposes. The Member hereby accepts and agrees to such use of Personal Data, and undertakes to inform all employees or representatives affected by Schedaero’s processing of their Personal Data, and to obtain the consent of each such employee or representative to such processing.
15.3 Schedaero may not sell or otherwise transfer any Personal Data regarding the Member or any of its employees or representatives to a third party for any purpose whatsoever, except to the extent such sale or transfer is for anonymous “generic statistical data” (as defined in Section 4.1.7). Schedaero’s treatment of Personal Data is described in Schedaero’s Privacy Notice, which is accessible on the Site and upon request.
16. USE OF CUSTOMER DATA
16.1 To be able to provide the Service Schedaero is processing information, such as Personal Data, regarding the Member’s customers (the “Customers”) provided by the Member, in order to fulfil Schedaero’s obligations under the Membership Agreement and these General Terms and Conditions and for other purposes related to the Offered Services. The Member therefore agrees to ensure that the Customers’ Personal Data may be transferred to Schedaero and used by Schedaero within the Offered Services and as contemplated by the Membership Agreement and these General Terms and Conditions.
16.2 For the purpose of this Section 16, “Schedaero” shall mean any company within the Avinode group of companies, in which Avinode Holding AB, a Swedish company, is the parent company.
16.3 Member appoints Schedaero as as a processor to process the Personal Data that is the subject of these General Terms and Conditions. Each party shall comply with the obligations that apply to it under Applicable Data Protection Law.
16.4 “Applicable Data Protection Law” shall mean Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) and any data protection laws in any European Union Member State including laws implementing such Regulation.
16.5 “controller”, “processor”, “data subject”, “personal data”, “processing” (and “process”) and “special categories of personal data” shall have the meanings given in Applicable Data Protection Law.
16.6 Member shall not disclose (and shall not permit any data subject to disclose) any special categories of personal data to Schedaero for processing.
16.7 Schedaero shall process the Personal Data as a processor as documented in and necessary to perform its obligations hereunder (the “Permitted Purpose”), except as otherwise required by any law applicable to Member and in which case Schedaero shall inform Member prior to such processing, unless Schedaero is prohibited by law from doing so.
16.8 Schedaero shall not transfer the Personal Data (nor permit the Personal Data to be transferred) outside of the European Economic Area (“EEA”) unless it has taken such measures as are necessary to ensure the transfer is in compliance with Applicable Data Protection Law. Such measures may include (without limitation) transferring the Personal Data to a recipient in a country that the European Commission has decided provides adequate protection for personal data, to a recipient that has achieved binding corporate rules authorisation in accordance with Applicable Data Protection Law, or to a recipient that has executed standard contractual clauses adopted or approved by the European Commission.
16.9 Schedaero shall ensure that any person that it authorises to process the Personal Data (including Schedaero’s staff, agents and subcontractors) (an “Authorised Person”) shall be subject to a duty of confidentiality (whether a contractual duty or a statutory duty), and shall not permit any person to process the Personal Data who is not under such a duty of confidentiality.
16.10 Schedaero shall implement appropriate technical and organisational measures to protect the Personal Data (i) from accidental or unlawful destruction, and (ii) loss, alteration, unauthorised disclosure of, or access to the Personal Data (a “Security Incident”).
16.11 Upon becoming aware of a confirmed Security Incident, Schedaero shall inform Member without undue delay and shall provide all such timely information and cooperation as Member may require in order for Member to fulfil its data breach reporting obligations under (and in accordance with the timescales required by) Applicable Data Protection Law. Schedaero shall further take all such measures and actions as are reasonably necessary to remedy or mitigate the effects of the Security Incident and shall keep Member updated on all material developments in connection with the Security Incident.
16.12 Member hereby consents to Schedaero engaging third party subcontractors (“Sub-processors”) to process the Data provided that Schedaero imposes data protection terms on any Sub-processor it appoints that protect the Data to the same standard provided for by this Section 16.12. Member may object to Schedaero’s appointment or replacement of a sub-processor prior to its appointment or replacement, provided such objection is based on reasonable grounds relating to data protection. In such event, Schedaero will either not appoint or replace the sub-processor or, if this is not possible, Member may suspend or terminate this Agreement (without prejudice to any fees incurred by Member prior to suspension or termination).
16.14 Schedaero shall provide reasonable and timely assistance (including by appropriate technical and organisational measures) to Member to enable Member to respond to: (i) any request from a data subject to exercise any of its rights under Applicable Data Protection Law (including its rights of access, correction, objection, erasure and data portability, as applicable); and (ii) any other correspondence, enquiry or complaint received from a data subject, regulator or other third party in connection with the processing of the Personal Data. In the event that any such request, correspondence, enquiry or complaint is made directly to Schedaero, Schedaero shall promptly inform Member providing full details of the same.
16.15 Schedaero shall provide Member with all such reasonable and timely assistance as Member may require in order to conduct a data protection impact assessment and, if necessary, consult with its relevant data protection authority.
16.16 Upon termination or expiry of this Agreement, Schedaero shall maintain the Personal Data according to Schedaero’s retention policy and/or applicable law. At the end of the relevant period, Schedaero will anonymize or destroy the Personal Data in its possession or control.
16.17 Schedaero shall respond to any written audit questions submitted to it by Member, provided that Member shall not exercise this right more than once per year.
17.1 Nothing in the Membership Agreement or these General Terms and Conditions shall mean that any of Schedaero’s ownership, license rights, or the like, or part thereof, is assigned, sub-licensed or transferred to the Member.
17.2 With respect to ownership of data and information on the Site and available through the Offered Services, each member only owns the information provided through its own Submissions, subject to the provisions of Section 4. All other data, source code, and any other code and information is owned by Schedaero, and the Member agrees to not reproduce, reverse engineer, decompile, disassemble, modify or create derivative works of such data and information.
17.3 The Service, as well as the data and information provided through the Offered Services, may only be used for the Member’s internal purposes within the scope of the Member’s business.
18.1 The parties undertake to keep confidential the terms of the Membership Agreement and these General Terms and Conditions, including but not limited to information regarding prices and payment terms.
18.2 Notwithstanding Section 18.1, the parties may disclose any information that it is otherwise required to keep confidential under this clause:
(a) to such employees, professional advisers, consultants or officers of either party as are reasonably necessary to advise either party in relation to the Membership Agreement, if the disclosing party ensures that the people to whom the information is disclosed keep it confidential as if they were themselves bound by these provisions; or
(b) to the extent that the disclosure is required:
(i) by law; or
(ii) by a regulatory body, tax authority or securities exchange; or
(iii) to make any filing with, or obtain any authorization from, a regulatory body, tax authority or securities exchange; or
(iv) to protect either party’s interest in any legal proceedings, but the parties shall in each case set forth in subsection (b) above use reasonable endeavors to consult the non-disclosing party and take into account any reasonable requests the non-disclosing party may have in relation to the disclosure before the disclosing party makes it.
18.3 This Section 18 shall survive termination or expiration of any Membership Agreement and remain in effect for a period of two (2) years thereafter.
19. LEGAL STATUS
Schedaero and the Member are both independent contractors. No agency, partnership, joint venture or any other relationship of such kind is intended or created by the Member’s entry into the Membership Agreement or the Member’s use of the Site, the Service, or the information exchanged by such means.
20. ENTIRETY OF THE AGREEMENT
21.1 Schedaero may assign the Membership Agreement (together with these General Terms and Conditions), to another party within the group of companies in which Avinode Holding AB, reg. no SE556692332101, is the parent company.
21.2 The Member may not assign the Membership Agreement (and hence not these General Terms and Conditions) to any other party without the prior written consent of Schedaero, such consent not to be unreasonably withheld or delayed.
22.1 The headings of the Membership Agreement and these General Terms and Conditions are for convenience only and shall not affect the interpretation of any provision of the Membership Agreement and these General Terms and Conditions.
22.2 The provisions of Membership Agreement and these General Terms and Conditions shall be construed according to their fair meaning and neither for nor against the party which caused such provisions to be drafted.
22.3 In the event of conflict between the provisions of the Membership Agreement and these General Terms and Conditions, the provisions of the Membership Agreement shall prevail.
23. PARTIAL INVALIDITY AND WAIVER
23.1 If any provision of the Membership Agreement, or these General Terms and Conditions, or the application of them, is declared or deemed void, invalid or unenforceable in whole or in part for any reason, the parties shall amend the Membership Agreement and/or these General Terms and Conditions, as shall be necessary to give effect to the spirit and purpose of the Membership Agreement and these General Terms and Conditions, as far as possible. If the parties fail to amend the Membership Agreement and/or these General Terms and Conditions, the provision which is void, invalid or unenforceable shall be deleted and the remaining provisions of the Membership Agreement and these General Terms and Conditions shall continue in full force and effect.
23.2 Waiver by one party of strict performances of any provision of the Membership Agreement or General Terms and Conditions will not be a waiver of or prejudice to such party’s right to require strict performance of the same provision in the future or of any other provision.
24. GOVERNING LAW AND DISPUTES
24.1 FOR MEMBERS INCORPORATED OR FORMED IN THE AMERICAS
24.1.1 The Membership Agreement and these General Terms and Conditions shall be interpreted and construed according to, and governed by, the substantive laws of the state of New York, excluding any such laws that might direct the application of the laws of another jurisdiction.
24.1.2 Any controversy or claim arising out of or relating to the Membership Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The seat of arbitration shall be New York City, New York, USA. The language to be used in the arbitral proceedings shall be English.
24.2 FOR MEMBERS INCORPORATED OR FORMED IN ALL OTHER REGIONS
24.2.1 The Membership Agreement and these General Terms and Conditions shall be interpreted and construed according to, and governed by, the substantive laws of Sweden, excluding any such laws that might direct the application of the laws of another jurisdiction.
24.2.2 Any controversy or claim arising out of or relating to the Membership Agreement, or the breach thereof, shall be settled by arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The seat of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English.