General Terms & Conditions
§1 Scope and Applicability
1)
All offers, services, and deliveries provided by LUMINAIR GmbH (hereinafter: “LUMINAIR”) are governed exclusively by these General Terms and Conditions (“GTC”). These GTC form an integral part of all contracts, agreements, and other legal arrangements entered into between LUMINAIR and the customer (hereinafter: “Customer”) for the services offered by LUMINAIR, including, without limitation, the planning, preparation, and performance of flight services, unless a separate written agreement has been concluded between the parties. These GTC shall also apply to all future offers, services, and deliveries provided to the Customer, even if they are not expressly referenced or agreed upon again.
2)
The application of any terms and conditions of the Customer or of third parties is hereby expressly excluded. Such terms shall not become part of the contract, even if LUMINAIR does not expressly object to them in each individual case.
3)
The version of these GTC in effect at the time the contract is concluded shall be decisive for the contractual relationship. These GTC shall apply irrespective of whether the Cus- tomer qualifies as a consumer or as an entrepreneur.
4)
In addition to these GTC, the General Conditions of Carriage (“GCC”) of LUMINAIR shall apply. In the event of any conflict or inconsistency between the provisions of these GTC and those of the GCC, the provisions of these GTC shall prevail, unless otherwise ex- pressly agreed in writing between the parties.
§2 Offer and Conclusion of Contract
1)
All offers and customer quotes made by LUMINAIR are subject to change and non-binding. They constitute an invitation to the Customer to submit a corresponding offer to LUMINAIR (“invitatio ad offerendum”) for the purpose of entering into a charter agreement on the terms specified therein (hereinafter: “Charter Contract”).
2)
The Charter Contract shall be deemed concluded only upon written acceptance of the Customer’s offer by LUMINAIR. The Customer shall review the booking confirmation with- out undue delay and notify LUMINAIR immediately of any inaccuracies or deviations.
3)
The Charter Contract concluded between LUMINAIR and the Customer, including these GTC, GCC and any annexes or attachments, shall be solely authoritative for the legal relationship between the parties. It constitutes the entire agreement and fully reflects all arrangements between the parties with respect to the subject matter thereof. Any verbal statements or promises made by LUMINAIR prior to the conclusion of the Charter Con- tract shall not be legally binding, unless they are expressly confirmed in writing as contin- uing to be binding.
4)
Any changes, amendments or additions to the Charter Contract (including these GTC) must be made in writing to be effective. Transmission by fax, e-mail, or other electronic means shall be sufficient to satisfy the written form requirement.
5)
If the use of a specific aircraft type has been agreed between the Customer and LUMINAIR, LUMINAIR shall be entitled to operate any aircraft of equivalent type and equivalent or larger cabin size. For the purposes of the Charter Contract, equivalence of aircraft type and cabin size shall be determined solely by the number of passenger seats.
§3 Flight Services and Flight Operations
1)
LUMINAIR undertakes to provide flight services in the name of and on behalf of the Cus- tomer in accordance with the terms and subject to the conditions set forth in the Charter Contract. The provision of flight services includes, without limitation, flight planning, flight preparation, and flight execution, as well as all associated measures, unless otherwise expressly agreed in writing. LUMINAIR shall, in particular, provide an aircraft that is properly manned, equipped, fuelled, airworthy, and insured in accordance with the laws and regulations of its State of registration, as well as all applicable national and interna- tional laws, regulations, standards, and recommended practices.
2)
The Customer shall provide LUMINAIR with the details of each passenger who will be boarding the aircraft, including, but not limited to, the passenger’s full name, date of birth, nationality, passport number, and passport expiry date. The Customer is responsible for the complete and correct transfer of passenger data without undue delay and shall pro- vide any additional passenger information as may be reasonably required by LUMINAIR. LUMINAIR shall have the right to refuse carriage of any passenger for whom the required information has not been provided.
3)
The flight services to be provided under the Charter Contract shall be specified in a flight schedule. The flight schedule shall, at a minimum, include the departure dates and times, points of departure and arrival, planned routes, number of passengers and/or total weight of cargo, aircraft type, and estimated arrival times. Any deviations from the flight schedule or from individual flight services specified therein, as requested by the Customer, shall require the prior written consent of LUMINAIR. If the Customer requests any deviation during the performance of a contracted flight, the acceptance of such change shall be at the sole discretion of the Pilot-in-Command of that flight, acting on behalf of LUMINAIR. The Pilot-in-Command’s written report following the flight shall constitute confirmation of acceptance and the Customer shall bear all additional costs and expenses arising from such deviations.
4)
LUMINAIR shall be entitled to deviate from the flight schedule, adjust seating capacity, modify the maximum baggage allowance per passenger, or alter the maximum payload for reasons of flight safety or due to special circumstances beyond LUMINAIR’s control. Such circumstances may include, without limitation, the performance limitations of the aircraft type used on certain routes or adverse weather conditions.
5)
Should LUMINAIR determine that, at any point along the scheduled itinerary, airport in- frastructure, weather conditions, or operational circumstances do not permit a safe take- off and/or landing, or if take-off and/or landing is restricted or prohibited by applicable laws, regulations, orders from regulatory or military authorities, or operational standards, LUMINAIR may elect to take off and/or land at the nearest suitable location where such operations can be conducted safely and technically. In such cases, LUMINAIR shall not be liable for any deviation from the planned flight schedule but shall act within its powers to minimize the consequences of such deviations. The Customer shall hold LUMINAIR harmless and indemnify it against any third-party claims arising from such deviations.
6)
The departure and arrival times indicated in the flight schedule are estimated and provided for planning purposes only. LUMINAIR does not guarantee adherence to these times and reserves the right to deviate from the scheduled times, including, without limi- tation, due to circumstances beyond LUMINAIR’s control (e.g., air traffic control instruc- tions) or whenever required for the safety of flight operations.
7)
The operation of flight services under the Charter Contract is subject to the acquisition and continuous validity of all necessary permits, authorizations, and other applicable permissions (e.g., traffic rights, take-off and landing rights, slots, etc.). The Customer ex- pressly acknowledges and agrees that LUMINAIR shall have no liability or other responsi- bility in connection with obtaining or maintaining such permits, authorizations, or permis- sions.
8)
If one or more of the permits, authorizations, or other applicable permissions described above are not obtained or are revoked, LUMINAIR shall not operate the affected flight ser- vices. To the extent feasible, LUMINAIR shall offer the Customer alternative flight ser- vices, taking into account the purpose of the Charter Contract. Any additional costs aris- ing from such alternative services shall be borne by the Customer. If alternative flight ser- vices are not available, or if the Customer chooses not to utilize them, LUMINAIR may withdraw from the Charter Contract, in whole or in part, with respect to the affected flight services. In such cases, the Customer shall promptly notify any affected passengers. The Customer shall hold LUMINAIR harmless and indemnify it against any third-party claims.
9)
LUMINAIR shall be entitled to have contractual flight services performed by another air operator, provided that such air operator maintains safety standards equivalent to those of LUMINAIR. An air operator shall, for example, be deemed comparable if it holds an Air Operator Certificate (AOC) issued by a civil aviation authority of a Member State of the European Civil Aviation Conference or by the U.S. Federal Aviation Authority (FAA). In the event that flight services are performed by a third-party air operator, LUMINAIR shall notify the Customer as possible, who shall promptly inform all affected passengers.
10)
Flight services provided under this Agreement are subject to LUMINAIR’s GCC. The Customer shall ensure that these GCC are incorporated into all air carriage contracts con- cluded by the Customer or by third parties with passengers. If the Customer issues its own Conditions of Carriage to passengers, both sets of conditions shall apply concur- rently. The Customer shall ensure that its own Conditions of Carriage do not conflict with LUMINAIR’s GCC, and, in the event of any conflict, LUMINAIR’s GCC shall take prece- dence.
§4 Prices and Payments
1)
In consideration of the provision of flight services, the Customer shall pay LUMINAIR the agreed charter price. Unless otherwise expressly agreed in writing, the charter price shall be payable regardless of whether the seat capacity made available is fully or par- tially utilized.
2)
The charter price shall cover all costs and expenses arising from the performance of the flight services, except for (i) de-icing measures, if and to the extent required at the sole discretion of the Pilot-in-Command, (ii) any costs resulting from repositioning the aircraft following a landing at an alternative airport due to weather, air safety, or security reasons, and (iii) any additional costs that can only be determined retrospectively or where the ex- act amount is not known in advance, including, without limitation, the use of satellite telephones on board, additional catering, or any taxes, charges, surcharges, or fees in- curred due to special circumstances, such as extended airport opening hours, high-den- sity charges, or security charges. All such costs shall be borne by the Customer in addi- tion to the charter price. Statutory value added tax (VAT), if applicable, shall be added to the charter price.
3)
LUMINAIR shall issue an invoice to the Customer for the provision of the contractual flight services. Unless otherwise agreed, the Customer shall pay any outstanding balance to LUMINAIR by bank transfer no later than the earlier of the following dates: three (3) calen- dar days prior to departure or 14 (fourteen) days after receipt of the invoice.
4)
The Customer shall make all payments in immediately available funds in Euro, free of any deductions, withholding taxes, or set-offs of any kind, including, without limitation, trans- fer or similar banking charges.
5)
All amounts payable to LUMINAIR shall be remitted to LUMINAIR’s bank account or to such other account as LUMINAIR may designate in writing. Payment shall be deemed timely upon receipt by LUMINAIR.
6)
If the Customer, who is not a consumer as defined under the German Civil Code (Bürger- liches Gesetzbuch, BGB), fails to pay any amount by its due date, the Customer shall pay interest on the overdue amount at a rate of nine (9) percentage points above the European Central Bank’s (ECB) prime rate. If the Customer is a consumer as defined under the BGB, interest on overdue amounts shall accrue at a rate of five (5) percentage points above the ECB prime rate. LUMINAIR reserves the right to claim any additional damages resulting from the delay in payment.
7)
Any increase in fuel prices exceeding five percent (5%) that occurs between the conclu- sion of the Charter Contract and the actual performance of the flight shall be passed on to the Customer by LUMINAIR. The Customer shall pay the resulting additional amount without undue delay. This provision shall also apply in the event of an increase in the ex- change rate of the U.S. Dollar (USD) against the Euro (EUR) exceeding five percent (5%) during the same period.
8)
If more than three (3) months elapse between the conclusion of the Charter Contract and the performance of a flight, and the applicable insurance premiums increase by more than ten percent (10%) during this period, the Customer shall bear the resulting increase. The Customer shall pay the additional amount to LUMINAIR without undue delay.
9)
Payments made by the Customer shall be applied first to any outstanding expenses, then to accrued interest, and finally to the most senior outstanding claim of LUMINAIR against the Customer.
10)
If LUMINAIR requires the Customer to provide a security deposit, the Customer shall, un- less otherwise agreed in writing, provide the deposit in the amounts and on or before the dates agreed between the parties. The security deposit shall be held as security for the due and timely performance of all obligations of the Customer under this Agreement. In the event that the Customer fails to comply with any provision of this Agreement, LUMINAIR may, in addition to any other rights or remedies, apply all or part of the security deposit toward the payment of any amounts due and owing by the Customer. Should LUMINAIR apply all or any part of the security deposit in accordance with the Charter Contract, the Customer shall, upon demand, pay LUMINAIR an amount equal to the portion of the deposit so applied. Upon the Customer’s full performance of all obligations under the Charter Contract and payment of all outstanding amounts, any remaining bal- ance of the security deposit shall be refunded to the Customer.
§5 Liability and Indemnification
1)
LUMINAIR shall be liable to the Customer only for damages caused by intent or gross neg- ligence. Insofar as the Customer qualifies as a merchant (Vollkaufmann) under the Ger- man Commercial Code (Handelsgesetzbuch, HGB), LUMINAIR shall be liable only for damages caused intentionally.
2)
Under no circumstances shall LUMINAIR be liable for any consequential or special dam- ages, including loss of profit or revenue, arising from the performance or non-perfor- mance of any flight services or any other obligations under the Charter Contract, whether or not LUMINAIR had or should have had knowledge that such damages or losses might occur.
3)
The exclusion or limitation of liability of LUMINAIR, as well as any provisions regarding indemnification against claims by third parties, shall apply mutatis mutandis in favour of LUMINAIR’s personnel and vicarious agents.
4)
Nothing in this section shall be construed to limit or exclude liability to the extent such limitation or exclusion is prohibited by law. The statutory liability of LUMINAIR pursuant to §§ 44 to 49c of the German Air Traffic Act (Luftverkehrsgesetz, LuftVG) shall remain unaffected, subject to the statutory minimum liability amounts.
5)
LUMINAIR shall not be liable for any failure to perform its obligations under the Charter Contract resulting from events as described in § 9 of these GTC.
6)
In the event of any occurrence giving rise to a claim by a third party for reimbursement, compensation, or damages under the Montreal Convention of 28 March 1999, as imple- mented in the European Union by Regulation (EC) No. 889/2002, or any other applicable law, LUMINAIR shall assist and protect affected passengers in compliance with all appli- cable laws and regulations. The Parties agree that the allocation of costs and expenses incurred in connection with such passenger assistance shall be as follows:
(a) If the event is attributable solely to LUMINAIR, LUMINAIR shall bear all related costs and expenses, including costs related to claims for reimbursement, compensation, or damages under applicable laws and regulations;
(b) if the event is caused by Force Majeure or by acts or omissions of third parties, LUMINAIR and the Customer shall each bear fifty percent (50%) of all related costs and expenses;
(c) if the event is attributable solely to the Customer, the Customer shall bear all related costs and expenses, including costs related to claims for reimbursement, compen- sation, or damages under applicable laws and regulations.
Costs and expenses include, without limitation, legal costs (court fees and lawyers’ fees), interest payments, as well as penalties and fines. In the cases described under § 5 (6) (b) and (c) above, the Customer shall reimburse LUMINAIR without undue delay to the extent that LUMINAIR is held liable by third parties.
§6 Term and Termination
1)
The Charter Contract shall become effective and binding upon signature by both parties and shall remain in force until the full performance of all services to be provided, unless terminated earlier in accordance with the following provisions.
2)
The Customer shall have the right to terminate the Charter Contract at any time. Notice of termination must be provided in writing. Transmission by fax, e-mail, or other electronic means shall be sufficient to satisfy the written form requirement.
3)
If notice of termination is received by LUMINAIR more than 28 (twenty-eight) days prior to the initially scheduled departure time (STD) as specified in the Charter Contract, no com- pensation shall be payable to LUMINAIR. If termination occurs within twenty-eight (28) days of STD without cause, the following cancellation fees apply:
a) 28 to 7 days (168 hrs) before STD: 10% of the total net price, minimum EUR 1,000;
b) 7 to 3 days (72 hrs) before STD: 20% of the total net price, minimum EUR 1,500;
c) 3 days to 2 days (48) hrs before STD: 30% of the total net price, minimum EUR 2,500;
d) 2 days to 1 day (24 hrs) before STD: 50% of the total net price, minimum EUR 5,000;
e) less than 24 hrs before STD up to aircraft initial ferry: 70% of the total net price, minimum EUR 6,000. LUMINAIR may claim additional costs and expenses incurred;
f) if the aircraft has already been positioned to, or is en route to, the departure airport: 100%.
All cancellation fees are subject to VAT, if and to the extent applicable.
4)
The statutory right of either party to terminate this Agreement for good cause (extraordi- nary termination) shall remain unaffected.
5)
Reasons constituting good cause for termination of the Charter Contract shall include, but are not limited to:
a) the revocation, withdrawal, or invalidity of any permit, authorization, or other applicable permission required for the provision of the flight services under the Charter Con- tract;
b) for the benefit of LUMINAIR only, the non-payment, partial payment, or late payment of the charter price;
c) for the benefit of LUMINAIR only, insolvency proceedings initiated against the Customer’s assets, the issuance of a freezing order over part or all of its assets, the ces- sation of payments, or other financial difficulties of the Customer;
d) a state of Force Majeure that prevents the provision of contractual services for a period exceeding 30 (thirty) consecutive days.
6)
In the event of a rightful termination pursuant to § 3 (a), LUMINAIR shall be entitled to a fractional charter price reflecting the costs incurred in organizing the flight and the agreed services, or any services already provided to the Customer. In the event of a rightful ex- traordinary termination pursuant to § 3 (b), the Customer shall remain obligated to pay the full charter price.
§7 Confidentiality
1)
Each party undertakes to treat all information received from the other party as strictly confidential and shall not disclose such information, even after termination of the contractual relationship. The parties shall take all reasonable measures to prevent dis- closure or unauthorized access to confidential information by any third party.
2)
Each party represents and warrants that its own proprietary information is protected against access or use by unauthorized third parties and that it has entered into confiden- tiality agreements with its employees to safeguard any confidential information received from the other party.
3)
Neither party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Charter Contract.
4)
If any governmental authority, court, or similar body requests disclosure of information received under the Charter Contract, the party bound by confidentiality shall not be liable for any breach of confidentiality, provided that it promptly notifies the other party of the request. The other party shall have the right to contest or seek to limit such disclosure.
§8 Data Protection
1)
The parties mutually agree to act as independent and separate Controllers for the pro- cessing of personal data related to the performance of the Charter Contract, with each party determining independently the purposes and means of processing. Accordingly, each party shall comply with all obligations arising under Regulation (EU) 2016/679 of the European Parliament and of the Council (“GDPR”).
2)
For the purposes of this Section, the terms “Controller,” “Data Subject,” “Personal Data,” “technical and organisational measures,” “personal data breach,” “supervisory authori- ties” and “processing” shall have the meanings ascribed to them in the GDPR.
3)
The parties acknowledge that the Customer processes personal data of LUMINAIR per- sonnel for the purpose of performing its obligations under the Charter Contract and com- plying with applicable legal requirements, while LUMINAIR processes personal data of passengers for the purpose of performing its obligations under the Charter Contract and complying with applicable legal requirements in connection with the carriage of passen- gers.
4)
The following types of Personal Data may be transferred between the Parties during the term of the Charter Contract:
a) personal identification and contact details, and where applicable, identification document details, of personnel;
b) passenger lists containing full names, passport details, flight itineraries, boarding information, and, where applicable, any special arrangements required for passengers.
5)
The parties agree to share and process the Personal Data described above only to the extent necessary for the purposes set out in this Section.
6)
Each party shall ensure that any transferred Personal Data is processed fairly and lawfully in accordance with applicable data protection laws, based on one or more of the legal grounds prescribed therein.
7)
Each party shall ensure that its employees and any third parties engaged to perform obli- gations under the Charter Contract enter into written contractual obligations regarding the transferred Personal Data, including obligations of confidentiality.
8)
Each party, upon receiving Personal Data from the other party, shall not disclose or trans- fer such Personal Data to any third party located outside the European Union unless such disclosure or transfer is carried out in compliance with applicable data protection laws.
9)
Each party shall store and retain transferred Personal Data only to the extent necessary to fulfil the agreed purposes. Subject to applicable data protection laws, each party shall delete or destroy such Personal Data as soon as possible, and in any event upon termi- nation of the Charter Contract or once the processing of the transferred Personal Data is no longer necessary for the agreed purposes.
10)
Each party shall implement and maintain, for as long as it processes Personal Data - in- cluding where applicable beyond the termination of the Charter Contract - appropriate technical and organisational measures to ensure a level of security appropriate to prevent any Personal Data breach. Each party shall promptly notify the other party of any Personal Data breach occurring during its processing that relates to or affects the Charter Contract and shall act reasonably in cooperating with the other party regarding any communica- tions or notifications to Data Subjects and/or supervisory authorities in connection with such breach.
11)
Each party shall use reasonable efforts to ensure that all Personal Data provided to the other party is accurate, complete, and up to date. Each party undertakes to promptly cor- rect any transferred Personal Data if it becomes aware that such data is inaccurate and to notify the other party accordingly.
12)
Each party shall ensure that, with respect to the Personal Data it transfers to the other party under this Agreement, its privacy notices to the Data Subjects are clear and provide sufficient information regarding the types of Personal Data shared, as well as the circum- stances and purposes of such data sharing.
§9 Force Majeure
1)
Neither party shall be liable for any failure or delay in performing its obligations under the Charter Contract if such failure or delay results from circumstances beyond its reasona- ble control, including, without limitation, acts of nature, fire, flood, hail, storms, explo- sions, volcanic activity, earthquakes, epidemics, pandemics, quarantine restrictions, acts of government or regulations, wars, insurrections, riots, terrorism, hacking, or civil disorder (“Force Majeure”). A party affected by Force Majeure shall promptly notify the other party of the occurrence of such event and use reasonable efforts to mitigate the effects of the Force Majeure.
2)
If, due to Force Majeure, LUMINAIR is unable to perform flight services, the Customer shall be relieved from paying the charter price for the flight services scheduled but not performed during the period of Force Majeure. Any payments already made in respect of such unperformed flight services shall be credited against amounts payable for services after the cessation of the Force Majeure event. LUMINAIR shall, however, be entitled to charge for costs and expenses already incurred and for services already rendered.
§10 Final Provisions
1)
The Customer shall not assign, transfer, pledge, or otherwise dispose of the Charter Con- tract, or any part thereof, or any of LUMINAIR’s rights, claims, or obligations under the Charter Contract, without the prior written consent of LUMINAIR.
2)
The Charter Contract constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements, understandings, or state- ments, whether written or oral, relating to the same subject matter, except for those ex- pressly referenced in the Charter Contract as included. No amendment, modification, or waiver of any provision shall be valid unless made in writing and signed by authorized rep- resentatives of both parties
3)
Should any provision of the Charter Contract, or any provision incorporated herein in the future, be or become invalid or unenforceable, the validity and enforceability of the re- maining provisions shall not be affected. The same shall apply if the Charter Contract is found to be incomplete, including due to an unintended omission by the parties. Any in- valid, unenforceable, or missing provision shall be deemed replaced by, or the parties shall be deemed to have agreed upon, a suitable and equitable provision that, to the ex- tent legally permissible, most closely reflects the original purpose of the invalid or unenforceable provision or the presumed intent of the parties had they considered the matter.
4)
The Charter Contract and any disputes, claims, or proceedings arising out of or in con- nection with it shall be governed by and construed in accordance with the laws of the Federal Republic of Germany, excluding its conflict of law rules. Any dispute, controversy, or claim arising under or in connection with the Charter Contract, including its validity, shall be submitted to the exclusive jurisdiction of the competent courts of Hamburg, Germany.
As of 1 December 2025
LUMINAIR GmbH, Am Sandtorkai 74, 20457 Hamburg
Luminair GmbH
