Terms & Conditions

This Charter Services Agreement (this “Agreement”) is entered into by and between Charter Manager, LLC d/b/a Will Smith Aviation, a Florida limited liability company (“Company”), and the undersigned client (“Client”). Company and Client may be referred to herein individually as a “Party” and collectively as the “Parties.”

Services: At Client’s request, Company will arrange and/or provide on-demand charter air transportation on aircraft operated by Company or by a duly certificated FAR Part 135 air carrier (“Qualified Air Carrier”), plus reasonable ancillary services (e.g., ground handling, catering, ground transportation) as requested by Client and agreed by Company.

Operational Control: For flights operated by Company, Company retains exclusive operational control and full authority to initiate, conduct, delay, divert, or terminate any flight in the interest of safety and compliance with law. For brokered flights, the operating carrier retains operational control. The pilot-in-command has final authority over the safety of the flight at all times.

Broker Disclosure & Carrier Identification: For any flight arranged to be performed by a third party, Company acts solely as an air charter broker and is not a direct air carrier. Prior to payment, Company will disclose the direct air carrier’s legal name and DOT/FAA certificate number. The direct air carrier retains operational control.

Quote & Schedule: Each trip will be documented by a written quote (“Quote”) that specifies itinerary, aircraft class/model, estimated flight time, pricing, and any special terms. Quotes are subject to aircraft/crew availability and owner approval where applicable. Company may substitute a comparable aircraft if reasonably required.

Quote Validity: Quotes are valid for 24 hours and remain subject to aircraft/crew availability and owner approval where applicable.

Changes: Itinerary changes are subject to aircraft/crew availability and may result in price adjustments. Client must submit change requests in writing (email acceptable). Departure times may be adjusted for operational reasons. If passengers have not arrived within 60 minutes of the scheduled departure time, the flight may be treated as a no-show under §6.6.

Duty/Rest & Curfews: All itineraries are subject to FAA crew duty/rest limits and airport/FBO curfews or operating restrictions. Company may adjust schedules to comply with such rules; incremental costs resulting from Client-requested changes will be billed per this Agreement.

FBO Selection: Company will select FBOs in its discretion for safety and operational efficiency. Client-requested alternate FBOs may incur additional ramp/handling/parking or other fees billed at actual cost and any applicable administrative surcharge.

Layovers: Aircraft may be scheduled for other flights during layovers provided Client’s confirmed itinerary is not impacted; no credit or offset applies.

Included: Unless otherwise stated in the Quote, the base price includes aircraft, crew, standard fuel, standard FBO fees, and standard domestic snacks/beverages.

Excluded / Post-Flight Billables: The following are billed in addition to the base price at actual cost plus a 15% administrative surcharge: special event/parking fees, de-icing/anti-icing, hangar, international handling, Wi-Fi/data, phone, premium catering, crew hotels/per diem due to Client-requested changes or delays, off-schedule repositioning, after-hours FBO charges, and any other out-of-scope items.

Fuel Surcharges: A fuel surcharge may apply based on prevailing market conditions and will be disclosed in the Quote or as soon as practicable if market conditions change materially before departure.

Winter Operations & De-Icing: Company may secure hangar space and perform de-icing/anti-icing at its discretion for safety and operational needs; such costs (including any mandatory post-de-ice aircraft wash) will be billed at actual cost and any applicable administrative surcharge. If aircraft is unable to be de-iced or unable to be hangered due to availability, Company will not be responsible for the extra time needed to wait for the aircraft to de-ice, and schedules may be adjusted to comply with duty/rest and operational limits.

Taxes/Fees: Federal Excise Tax (FET), Segment Fees, international fees, and other government-imposed charges will be applied as required by law. If Client is acting as a charter broker, Client may be responsible for collecting/remitting certain taxes/fees as permitted by law; otherwise Company will collect/remit.

Payment Methods: Payments may be made by wire/ACH or major credit card. A non-cash administrative processing fee 4% applies to credit card payments, if indicated in the Quote.

Non-Refundable Processing Fee: The 4% non-cash processing fee for credit card payments is non-refundable.

Due at Booking: To confirm a reservation, Client shall provide (a) a signed Agreement/Quote and (b) either full prepayment or a credit-card authorization and deposit 10% of the Quote amount (or such other amount stated in the Quote).

Balance Deadlines: Unless otherwise stated:

• Domestic trips: balance due one (1) business day prior to the first scheduled departure.
• International trips: balance due five (5) business days prior to the first scheduled departure.

Ancillary/Post-Flight Charges: Additional charges (e.g., §3.2) will be invoiced after the trip. Client shall pay all invoiced amounts within two (2) business days of invoice. If payment is not timely received, Company will charge the credit card on file (including any applicable processing fee) for the outstanding balance.

Late Fees; Collections: Past-due amounts accrue interest at 1.5% per month (or the maximum permitted by law, if less) plus reasonable collection costs, including attorneys’ fees. Client agrees not to dispute valid charges for services rendered.

Chargeback Waiver: Client agrees not to initiate any credit card chargeback for amounts properly invoiced or charged under this Agreement. Billing concerns will be addressed directly between the Parties; nothing herein limits fraud or identity-theft protections under applicable card network rules.

Dispatch Condition: Funds must be received in U.S. dollars and cleared before aircraft dispatch.

General. Cancellations and material changes must be submitted in writing (email acceptable). In addition to the fees below, Client remains responsible for any non-recoverable third-party costs incurred prior to cancellation (e.g., international planning, special permits, non-refundable positioning, crew hotels).

Round-Trip – Domestic (U.S.):

• ≥ 5 days prior: 10% of Quote amount
• 2–4 days prior: 25% of Quote amount
• 1 day prior: 50% of Quote amount
• Within 24 hours: 100% of Quote amount

Round-Trip – International and Peak/Holiday Periods:

• Upon booking: 10% of Quote amount (non-refundable)
• 5 days prior: 20% of Quote amount
• 2 days prior: 50% of Quote amount
• 1 day prior or within 24 hours: 100% of Quote amount

Peak/Holiday Periods: New Year’s (Dec 24–26 & Dec 31–Jan 1), Presidents’ Day (Fri–Mon), Memorial Day (Fri–Mon), Independence Day (Jul 1–7), Labor Day (Fri–Mon), Thanksgiving (Fri prior–Mon after), and other widely-observed or special-event periods designated by Company from time to time.

6.4 One-Way / Point-to-Point (including multi-leg one-ways). Non-cancellable and 100% non-refundable from time of booking.

Holiday Blackout Rule (Flat 100%): For flights scheduled to depart within 120 hours (5 days) before or after a U.S. federal holiday (and any additional peak/special-event periods designated by Company), any cancellation will be charged at 100% of the Quote amount. This flat holiday rule supersedes the standard cancellation schedules in §§6.2 and 6.3 for cancellations that occur inside the holiday window.

No-Show & Late Passenger: If passengers have not arrived and are not ready to depart within 60 minutes of the scheduled departure time, Company may treat the leg as cancelled and assess the applicable fee. At Company’s discretion, standby beyond 60 minutes may be accommodated and billed at $750/hour (15-minute increments) when crew duty limits allow.

Weather/ATC/Force Majeure Impacts: If a flight is delayed, diverted, or terminated due to weather, ATC, airport/FBO closures, government restrictions, mechanical issues, or other causes beyond Company’s reasonable control, charges will apply to portions of the trip performed, plus any required repositioning of aircraft/crew to home base. Company may attempt to arrange substitute lift; any incremental cost is the Client’s responsibility if accepted. See §§8 and 11.

Denied Boarding: If boarding is denied due to passenger intoxication, contraband, failure to present required identification or entry documents, or violation of this Agreement or applicable law, the affected leg(s) may be treated as a cancellation and charged under §6 (including up to 100% during holiday periods).

Identification: All passengers must present valid government photo ID prior to boarding. REAL ID enforcement applies to U.S. domestic travel. Passports/visas/ESTAs and entry documents are the passenger’s responsibility for international travel.

Security/Vetting: Passengers are subject to TSA and applicable security vetting. Transportation may be denied for non-compliance.

Baggage/Prohibited Items: Bags are subject to inspection. Lithium battery restrictions and HAZMAT rules apply. Client must notify Company in advance regarding any firearms or hazardous materials; carriage is subject to law and operator policy. Trigger locks and secure stowage are required for firearms.

Passengers must review TSA’s “What Can I Bring?” guidance at

https://www.tsa.gov/travel/security-screening/whatcanibring/all

prior to travel

(including lithium battery rules). For additional federal guidance on dangerous goods, see FAA PackSafe at

https://www.faa.gov/hazmat/packsafe

Additional Baggage Capacity: Carriage is subject to aircraft weight and volume limits. On certain smaller aircraft, the luggage-compartment doorway maximum size is 23 in × 17.5 in. Client must check with Company in advance for any oversized or irregular items (e.g., hard golf cases, skis/snowboards, musical instruments, strollers); items that cannot be accommodated may be declined or shipped at Client’s expense.

Pets; No Smoking/Vaping. Smoking and vaping are strictly prohibited on all flights without exception: All smoking devices, e-cigarettes, and vape pens must be powered off and stowed for the duration of the trip. Violation may result in immediate termination of the flight at the pilot-in-command’s discretion, assessment of cleaning/odor-remediation charges, and refusal of future service.

Tobacco Products: The use of any tobacco products (including smokeless/chewing tobacco, snuff, and nicotine pouches) is prohibited onboard. Such products must remain sealed and stowed; spitting receptacles are not permitted. Cleaning/odor-remediation charges apply for any contamination.

Pets (Approval Required): Pets may be permitted only with Company’s prior written approval at the time of booking and subject to operator policy and aircraft owner restrictions. Approval may be withheld in Company’s discretion (including due to aircraft limitations, owner policy, crew allergies, or safety concerns).

Requirements: Client must (a) provide pet details (type/breed/weight) in advance; (b) provide proof of current vaccinations and any required health certificates (international trips may require import/export permits/quarantine compliance); and (c) ensure the animal is leash- or harness-restrained or in a leak-proof carrier at all times and kept off seats and furnishings. At crew request, a muzzle or carrier is required for boarding and during taxi/takeoff/landing.

Behavior & Crew Authority: The pilot-in-command may refuse carriage, require removal, or terminate/divert a flight if a pet’s behavior is unsafe, disruptive, unsanitary, or otherwise jeopardizes safety or operations. All resulting costs will be billed per this Agreement.

Injury/Bite or Incident: If a pet bites, scratches, or injures any crew member, passenger, or third party, or causes aircraft damage or contamination, Company may terminate or divert the flight to the nearest suitable airport for medical attention and aircraft service. Client is responsible for all resulting costs, including medical treatment, sanitation/disinfection, cleaning/repair, downtime/loss of use, diversion and repositioning, and related expenses, and shall indemnify as provided in §11.1.

Service Animals: Service animals will be accommodated as required by applicable law and must remain harnessed/leashed and under the handler’s control. Animals that pose a direct threat to health or safety or cause significant disruption may be refused.

Secure Flight / APIS / Entry Documents; Sanctions: Client shall provide Secure Flight passenger data (full name as on government ID, date of birth, gender, and any redress number) at least 24 hours before domestic departure and 72 hours before international departure, and shall supply passports/visas/ESTA and other entry documents as required. Client represents that no passenger appears on any applicable U.S. government sanctions or watch list. Failure to timely provide accurate information may delay or cancel the trip at Client’s cost.

Weight & Balance / Performance Limits: Passenger/baggage/cargo loads are subject to aircraft performance and weight-and-balance limitations. The pilot-in-command’s safety determinations are final.

Alcohol & Conduct: Alcohol may be served only to passengers 21+. Crew may refuse service at any time. Unruly, unsafe, disruptive, or illegal behavior may result in termination of the flight at the pilot-in-command’s discretion; all charges remain due and additional costs will be billed.

Minors: Unaccompanied minors under 13 are not accepted. Minors must be accompanied by a parent/guardian or provide notarized consent compliant with origin/destination rules and present acceptable identification. Child restraint systems must comply with applicable regulations and be used as directed.

Controlled Substances: Possession or use of marijuana or other federally prohibited substances is not permitted on any flight, regardless of local or state law.

Partial Completion: If a flight leg is completed but subsequent legs cannot be performed due to weather/mechanical/ATC/airport or other uncontrollable conditions, Client is responsible for the completed portion and for reasonable repositioning of aircraft and crew.

Substitution: Company may arrange a substitute aircraft when reasonably necessary. If Client elects to use a third-party substitute, any incremental cost will be borne by Client; Company’s original charges apply only to the portions completed.

Responsibility: Company is not liable for indirect, special, incidental, exemplary, or consequential damages (including lost profits, business interruption, or loss of use) arising out of or related to any trip.

Client is responsible for damage to the aircraft, its furnishings, or equipment caused by Client or Client’s passengers, normal wear and tear excepted. Excess cleaning (including pet-related cleaning) will be billed at actual cost.

Fee Schedule (minimums): Excess cleaning from spills/soiling: $750. Pet-related deep clean/odor remediation: $1,250+. Smoking/vaping violation remediation: $2,500+, plus any associated downtime or loss of use.

Neither Party is liable for failure or delay in performance (other than payment obligations) due to acts of God, weather, war, terrorism or threat, labor disputes, government orders, airport/FBO closures, mechanical failure, loss of aircraft, or other events beyond its reasonable control. If a trip is terminated due to a force majeure event, charges apply to services performed and any necessary positioning to return passengers to the original point of departure.

Indemnification: Each Party shall indemnify, defend, and hold harmless the other Party and its affiliates and their respective officers, directors, employees, and agents from third-party claims to the extent arising from the indemnifying Party’s negligence or willful misconduct.

Limitation of Liability: IN NO EVENT WILL COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO A TRIP EXCEED THE AMOUNTS PAID BY CLIENT FOR THE AFFECTED TRIP, EXCLUDING AMOUNTS FOR BODILY INJURY OR PROPERTY DAMAGE TO THE EXTENT SUCH LIMITATION IS PROHIBITED BY LAW. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES.

Entire Agreement: This Agreement (together with any Quote and attachments) constitutes the entire understanding of the Parties and supersedes prior or contemporaneous agreements on its subject matter.

Amendments; Waivers: Any modification or waiver must be in a signed writing by the Party to be bound.

Assignment: Neither Party may assign this Agreement without the other Party’s prior written consent, not to be unreasonably withheld; assignment to affiliates or in connection with a merger/sale is permitted with notice.

Governing Law; Venue: This Agreement is governed by the laws of the State of Florida without regard to conflicts rules. Venue and jurisdiction shall lie exclusively in the state or federal courts located in Hillsborough County, Florida.

Severability: If any provision is held invalid, the remainder shall remain in full force.

Notices: Notices under this Agreement must be in writing and delivered by email with confirmation, nationally recognized overnight courier, or certified mail to the contacts below or as later updated in writing.

Confidentiality & Publicity: Each Party shall keep confidential and not disclose the other Party’s non-public information, including passenger identities and itineraries, except to personnel and vendors who need to know for trip operations or as required by law. Neither Party will use the other’s name, logo, or images for marketing without prior written consent.

Insurance / Certificate of Insurance: Upon request, Company will provide a certificate of insurance evidencing not less than $50,000,000 combined single-limit liability coverage, naming Client as certificate holder only. Additional insured status may be provided by prior written agreement.

Electronic Signatures & Records: The Parties agree that electronic signatures and records (including via DocuSign) are valid and enforceable as originals.

Order of Precedence: If there is a conflict between this Agreement and a signed Quote for a specific trip, the Quote controls for that trip.