Terms of Engagement

1. Definitions & Interpretation

In these Terms of Engagement ("Terms"), the following capitalized expressions have the specific legal meanings set forth below:

• "Broker" / "Concierge" / "ELB": Elite Luxury Bookings Ltd., acting solely as an independent concierge and intermediary broker.
• "Client": The individual, corporate entity, family office, or principal on whose behalf a travel or hospitality mission is procured, together with all authorized traveling passengers or guests.
• "Mission": Any bespoke private aviation flight, superyacht charter, luxury villa tenancy, executive ground transport, or associated VIP concierge service arranged under these Terms.
• "Procurement": The brokerage, sourcing, introduction, negotiation, and coordination services performed by ELB to secure travel assets from third-party Operators.
• "Operator": The independent third-party licensed air carrier (AOC holder), yacht owner, charter management company, villa proprietor, or ground transport provider who directly owns, operates, or controls the travel asset.
• "Charter Agreement": The direct contractual agreement executed between the Client (or ELB as agent for the Client) and the Operator, governing the operational carriage or lease (e.g., standard MYBA Charter Agreement, EBAA/FAA private air charter contract, or luxury villa lease).
• "Concierge Fee": The remuneration payable to ELB for procurement and mission coordination, whether charged as a distinct concierge fee, retainer, or operator commission.
• "Operator Charter Funds": The total charter price, flight cost, security deposit, and Advance Provisioning Allowance (APA) required by the Operator to perform the Mission.

2. Contracting Entity & Intermediary Status

The contracting entity under these Terms is:

• Company Name: Elite Luxury Bookings Ltd. LEGAL REVIEW NEEDED: Confirm registered corporate name, e.g. Elite Luxury Bookings Ltd / SARL / LLC
• Company Identifier: LEGAL REVIEW NEEDED: Insert official company registration number / SIREN / Companies House number
• Registered Office: LEGAL REVIEW NEEDED: Insert registered business address, e.g., 27 Avenue Georges Gallice, 06160 Juan-les-Pins / Antibes, France OR London, UK
• Jurisdiction of Incorporation: LEGAL REVIEW NEEDED: France / England & Wales / Delaware

3. Procurement Protocol & Contractual Structure

All Mission bookings operate under a two-tier contractual architecture:

1. The Engagement Contract: Governed by these Terms between the Client and ELB, regulating our brokerage, sourcing, operational oversight, and concierge representation.
2. The Operating Contract: Governed by the Operator’s Charter Agreement between the Client and the Operator, regulating flight safety, maritime navigation, luggage allowances, on-board rules, and primary cancellation terms.

Authorization: A Mission is deemed formally commissioned only upon receipt of the Client's written authorization (via signed quote, electronic confirmation, or verified secure messaging exchange) accompanied by cleared funds in accordance with Section 4.

4. Remuneration, Fee Structures & Payment Mechanics

The financial mechanics of each Mission are structured as follows:

• Fee Structure: ELB receives compensation via an agreed fixed Concierge Fee, an hourly procurement retainer, or a brokerage commission paid by the Operator LEGAL REVIEW NEEDED: Specify standard commercial commission structure, e.g. 5%–10% or flat concierge fee. All applicable concierge fees will be itemized in the Mission quotation.
• Operator Charter Funds: All Operator Charter Funds must be paid strictly in accordance with the payment milestones stipulated in the Operator's Charter Agreement. Full cleared payment must be received prior to aircraft departure, yacht embarkation, or villa check-in.
• Advance Provisioning Allowance (APA): For yacht charters, APA funds (typically 30% to 40% of the base charter fee) cover fuel, provisioning, berthing dues, and custom requests. The yacht captain accounts for all APA disbursements; any unspent balance is returned to the Client upon disembarkation.
• Currencies & Settlement: Payments are accepted in Euros (€), British Pounds (£), or US Dollars ($) via bank wire transfer or pre-authorized corporate credit card. Credit card settlements may be subject to a non-refundable merchant processing surcharge LEGAL REVIEW NEEDED: Confirm credit card surcharge policy under EU Payment Services Directive (PSD2).
• Late Settlement: Failure to provide cleared funds within specified deadlines constitutes a material breach, entitling ELB and the Operator to cancel the Mission with full forfeiture of deposits.

5. Client Obligations, Travel Documentation & Warranties

The Client expressly represents, warrants, and covenants that:

1. Accuracy of Manifest Intelligence: The Client shall provide complete, accurate, and lawful passport, visa, and manifest data for all traveling passengers and guests within statutory deadlines (typically at least 24 hours prior to departure for private aviation).
2. Immigration & Border Compliance: The Client and all passengers hold valid passports, transit visas, entry visas, health certificates, and customs declarations required by the arrival, transit, and departure jurisdictions.
3. Biosecurity & Pets: Carriage of animals on private aircraft or yachts must be pre-authorized in writing and comply strictly with destination pet passport and biosecurity regulations (e.g., DEFRA in the UK, EU Pet Travel Scheme).
4. Safety & On-Board Discipline: The Client and all guests shall comply unconditionally with all safety briefings, legal instructions, and commands issued by the aircraft Pilot-in-Command (PIC), yacht Captain, or estate management. The PIC and yacht Captain possess sole and absolute statutory authority over the operation and safety of the asset.
5. Indemnification for Fines: If the Client or any guest fails to provide valid documentation, carries prohibited items, or violates border/customs laws, the Client shall fully indemnify ELB, the Operator, and handling agents against all resulting fines, detention costs, aircraft immobilization penalties, or civil enforcement sanctions.

6. Cancellations, Modifications & Refund Policy

Cancellation and modification rights are bifurcated between ELB's Concierge Fee and the Operator Charter Funds:

Mission Modifications: Schedule changes, routing adjustments, or guest substitutions requested by the Client are subject to asset availability, operator approval, and any supplemental operational charges (e.g., de-icing, re-positioning, international slot amendment fees, or additional flight hours).

7. Force Majeure & Operational Disruptions

Neither ELB nor the Operator shall be held in breach or liable for delays, diversions, curtailments, or cancellations resulting directly or indirectly from a Force Majeure Event, including but not limited to:

• Severe weather phenomena, volcanic ash clouds, meteorological hazards, and sea state conditions rendering travel unsafe in the sole judgment of the Captain or Pilot-in-Command;
• Air Traffic Control (ATC) strikes, industrial actions, ground handler shortages, and airspace slot cancellations;
• Sudden mechanical malfunction or avionics/propulsion unserviceability occurring without operator negligence;
• Armed conflict, hostilities, civil unrest, piracy, acts of terrorism, geopolitical sanctions, and port blockades;
• National or international health emergencies, epidemics, pandemics, quarantine restrictions, and emergency border closures.

8. Limitation of Liability & Exclusion of Damages

The following provisions govern the maximum financial exposure of Elite Luxury Bookings under all legal theories (including contract, tort, negligence, or breach of statutory duty):

1. Financial Cap on Liability: The aggregate cumulative liability of Elite Luxury Bookings arising out of or in connection with any Mission shall be strictly limited to a sum equal to one times (1x) the net Concierge Fee actually received and retained by ELB for the specific Mission in question LEGAL REVIEW NEEDED: Confirm liability cap multiple, e.g. 100% or 200% of Concierge Fee, or fixed cap of €25,000 / £20,000. In no event shall ELB's liability be calculated against the gross value of the underlying charter asset.
2. Total Exclusion of Consequential Damages: To the fullest extent permitted by applicable law, ELB shall not be liable to the Client or any third party for any:
   • Loss of profits, revenue, contracts, anticipated savings, or commercial opportunities;
   • Loss of business reputation, goodwill, or personal standing;
   • Cost of substitute travel arrangements or accommodations, except as expressly agreed in writing;
   • Indirect, incidental, punitive, special, or consequential damages of any nature whatsoever, regardless of whether ELB was advised of the possibility of such loss.
3. Acts and Omissions of Operators: Because Operators are independent contractors, ELB accepts no liability for personal injury, illness, property damage, baggage loss, flight delays, vessel groundings, or service deficiencies caused by the acts, omissions, or negligence of Operators or their crews.
4. Mandatory Statutory Carve-Out: Nothing in these Terms shall limit or exclude ELB's liability for death or personal injury resulting from ELB's gross negligence, fraudulent misrepresentation, or any other liability that cannot be excluded under governing mandatory law.

9. Insurance Disclosures & Client Insurance Requirements

The parties acknowledge their respective insurance obligations as follows:

• Broker Insurance: Elite Luxury Bookings maintains professional indemnity and errors & omissions insurance with a reputable international underwriter in the amount of €2,000,000 LEGAL REVIEW NEEDED: Confirm exact PI / E&O coverage figure and policy underwriter.
• Operator Insurance: All aviation AOC holders and commercial yacht operators contracted through ELB are contractually required to maintain third-party liability, passenger liability, and hull insurance compliant with international civil aviation conventions (e.g., Montreal Convention 1999) and maritime conventions.
• MANDATORY CLIENT INSURANCE REQUIREMENT: Because charter assets operate in complex international domains, the Client is strongly advised and contractually expected to maintain comprehensive international travel insurance, personal trip cancellation and curtailment insurance, medical insurance with high-limit aero-medical evacuation coverage, and baggage/valuables insurance.

10. Confidentiality & Mutual Discretion

Given the ultra-high-net-worth and executive profile of our clientele:

• ELB shall hold all client identities, mission itineraries, travel dates, passenger manifests, and private affairs in strict confidence, disclosing them only to necessary operational partners under binding confidentiality covenants in accordance with our Privacy Protocol.
• The Client agrees not to disclose the specific negotiated commercial terms, rates, or proprietary logistics frameworks provided by ELB to third parties without prior written consent.

11. Statutory Consumer Protection Carve-Out

Where the Client enters into these Terms as a natural person acting for purposes which are wholly or mainly outside that individual's trade, business, craft, or profession (a "Consumer"):

12. Dispute Resolution & International Arbitration

Any dispute, controversy, or claim arising out of, relating to, or in connection with these Terms or any Mission, including any question regarding its existence, validity, interpretation, breach, or termination, shall be resolved exclusively through final and binding arbitration:

• Arbitration Body & Rules: The arbitration shall be conducted in accordance with the Rules of Arbitration of the International Chamber of Commerce (ICC) LEGAL REVIEW NEEDED: Confirm preferred arbitral institution, e.g. ICC or LCIA.
• Seat & Venue: The legal seat and place of arbitration shall be Paris, France (or London, United Kingdom) LEGAL REVIEW NEEDED: Confirm seat city.
• Language: The arbitration proceedings, submissions, and award shall be conducted in the English language.
• Tribunal Composition: The dispute shall be determined by a single independent arbitrator appointed in accordance with the said Rules.
• Costs & Fees: The arbitrator shall have the authority to award the costs of the arbitration, including reasonable attorneys' fees and expenses, to the prevailing party.
• Confidentiality of Proceedings: All aspects of the arbitration, including evidence, briefs, witness testimony, and the award, shall remain strictly confidential.
• Interim Injunctive Relief: Nothing in this Section shall prevent either party from seeking urgent interim, provisional, or conservatory relief before a court of competent jurisdiction to protect intellectual property or preserve confidential data.

13. Governing Law

These Terms of Engagement, each Mission authorization, and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by, and construed exclusively in accordance with, the substantive laws of France LEGAL REVIEW NEEDED: Confirm choice of law, e.g. France / England & Wales, without giving effect to any conflict of law principles that would result in the application of the laws of another jurisdiction.

14. Miscellaneous & General Provisions

• Entire Agreement: These Terms, together with the specific written Mission Quote and the applicable Operator Charter Agreement, constitute the entire agreement between the parties and supersede all prior representations, communications, or understandings.
• Amendments & Notice of Updates: ELB reserves the right to amend these Terms to reflect evolving regulatory frameworks. Any changes shall be published on our website. For clients with active or recurring Mission engagements, material changes will be notified by email at least thirty (30) days prior to taking effect.
• Severability: If any provision or part-provision of these Terms is held to be invalid, illegal, or unenforceable, it shall be modified to the minimum extent necessary to make it valid and enforceable, and the validity of the remaining provisions shall not be impaired.
• No Waiver: No failure or delay by ELB in exercising any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right.
• Third-Party Rights: Except as expressly provided for Operators and indemnified parties, these Terms do not confer any rights on any third party pursuant to the Contracts (Rights of Third Parties) Act 1999 or equivalent civil law principles.
• Notices: Formal legal notices under these Terms must be sent in writing to contact@eliteluxurybookings.com or to the registered corporate office address set out in Section 2.