General terms and conditions for Maintenance Provider and Maintenance Demander for AirGlance
Lufthansa Technik AG, Weg beim Jäger 193, 22335 Hamburg, Germany (hereinafter referred to as "LHT") operates the business-to-business platform AirGlance (hereinafter referred to as "AirGlance"). The following General Terms and Conditions ("Terms") shall apply to the use of AirGlance by Maintenance Provider (as defined hereinafter) and Maintenance Demander (as defined hereinafter). LHT and/or Maintenance Provider and/or Maintenance Demander may each be referred to as a Party or collectively as the Parties.
1. Further Definitions
Account(s) shall mean one (1) user account related to an Admin Account of a Maintenance Demander or a Maintenance Provider with one point of contact.
Admin Account(s) shall mean one (1) administrator account for a User with one point of contact and dedicated to a specific Maintenance Provider or Maintenance Demander. The person holding this account may create new Layover(s) and manage (i. e. assign, remove and edit) the Accounts of persons authorized by the respective User to conduct Communication via AirGlance for the respective User.
Communication shall mean any exchange of approvals, decisions or general information regarding a Layover in AirGlance.
Day in this Agreement means a calendar day.
Layover shall mean a specific maintenance event for a (single) defined aircraft with a specified start and end date.
Maintenance Demander(s) shall mean (an) entity(ies) using AirGlance for the purpose of Communication with (a) Maintenance Provider(s).
Maintenance Provider(s) shall mean (an) entity(ies) using AirGlance for the purpose of Communication with (a) Maintenance Demander(s).
Maintenance Provider Terms shall mean the terms and conditions for the Maintenance Provider's services regarding a Layover.
User(s) shall mean any Maintenance Provider(s) or Maintenance Demander(s) registered to AirGlance.
2. General Information
2.1Maintenance Demander and Maintenance Provider may use AirGlance for an efficient and transparent Communication during a Layover according to these Terms.
2.2LHT may use AirGlance as a Maintenance Provider. In that case, LHT is party to the Communication transmitted via AirGlance and shall be Maintenance Provider in accordance with these Terms. In all other cases, LHT is neither party to any Communication conducted between Provider and Demander via AirGlance nor is LHT responsible for any Communication via AirGlance. LHT provides the technical platform AirGlance.
2.3AirGlance shall only be used for the purpose of conducting Communication related to a Layover and not for other purposes, including (without being limited to):
using AirGlance to promote goods and services not related to the Layover;
sending unsolicited advertising via AirGlance.
3. Registration requirements
3.1Being a pure business-to-business platform, AirGlance shall only be used by natural or legal persons or a partnership with legal personality who or which, when entering into a legal Communication, acts in exercise of his/her or its trade, business or profession (sec. 14 of the German Civil Code). Consumers are not allowed to use AirGlance.
3.2The use of AirGlance requires the following steps:
3.2.1The initial registration for an Admin Account may only be carried out by an authorized representative of the User. LHT may ask for additional proof of representation and LHT will verify whether the information provided meets the requirements of AirGlance. An Admin Account is non-transferable and Users can create one (1) or more Admin Account(s).
3.2.2In a second step, further Accounts may be registered with respect to such Admin Account(s) for further persons authorized by the respective User to use AirGlance in the name of this User.
3.3Users have to accept the Terms to register and create an Admin Account and/or an Account as user entitled by a Maintenance Provider or a Maintenance Demander. After registration, LHT will verify whether the information provided meets the requirements of AirGlance and LHT shall then activate the Admin Account(s) at its sole discretion. On the basis of a communication between LHT and User, Account(s) shall be activated by LHT on instructions of the respective Users.
3.4The information requested during registration must be given in full and to the best of the User's knowledge. If the provided information changes after registration, User is obligated to immediately inform LHT via info@AirGlance.com.
3.5When registering, User must choose a password. User is not allowed to disclose this password and/or any other login data to any third party outside the registered legal entity and/or any non-authorized party within the registered legal entity.
3.6User shall take appropriate measures to maintain confidentiality of said data and to prevent the misuse of the Admin Account(s) and Account(s) by third parties. If User has any indications that the Admin Account and the Account is being or was misused, User shall immediately notify LHT thereof, e.g. by using the following email address: info@AirGlance.com.
3.7Users shall be liable for all activities under their Admin Account(s) and Account(s). Users guarantee that any Communication conducted via AirGlance is in compliance with all applicable laws and regulations (e.g. restrictions of competition or foreign exchange restrictions, aviation authority regulations) as well as these Terms. Users shall inform persons authorized by the respective User to use AirGlance about the duties in accordance with these Terms.
3.8When using AirGlance, Users shall be identified by the email address used during the creation of the Admin Account(s) and Account(s).
4. Maintenance Provider Terms
4.1Unless LHT is a contractual party to the Communication conducted between Maintenance Provider and Maintenance Demander via AirGlance in accordance with clause 2.2 of the Terms, LHT does not provide specific terms for said Communication.
4.2Instead, all Communication on AirGlance shall fall under respective agreements between Maintenance Provider and Maintenance Demander.
5. Export Control Clause
5.1The User acknowledges its obligation in connection with the use of AirGlance to comply fully with all applicable domestic and foreign export compliance requirements, including applicable US export laws and regulations (e.g. U.S. Export Administration Regulations (EAR), 15 CFR Parts 730-774, International Traffic in Arms Regulations (ITAR), 22 CFR Parts 120-130, and U.S. economic sanctions regulations (OFAC regulations), 31 CFR Parts 500-598) and those of other relevant foreign jurisdictions.
5.2The User confirms that Communication performed on AirGlance does not relate to military classified materials. Military classification shall mean US military goods listed on the International Traffic in Arms Regulations ("ITAR") and/or military goods covered by national regulations (e.g. as listed in the Export Control List of the German Foreign Trade Legislation).
5.3Users shall indemnify and hold harmless LHT from and against any claims which relate to User's use of AirGlance for exchange of any Communication via AirGlance that are not compliant with the conditions stated above.
6. Price and Invoicing
6.1The Maintenance Demander or Maintenance Provider who has created a Layover shall pay the respective usage fee per layover as indicated on AirGlance before and/or when creating a Layover to LHT via invoice when a Layover is created via an Admin Account.
6.2The usage fee shall be subject to VAT.
6.3The invoice shall be paid within ten (10) Days after receipt of the respective invoice.
7. Communication and support by AirGlance
7.1LHT provides a service center for AirGlance during German business hours from Monday through Friday (excluding public holidays) from 9 am to 5 pm Central European Time which can be contacted via info@AirGlance.com to report
any general problems relating to AirGlance (e.g. forgotten passwords, technical problems, invoicing issues), but LHT will, however, neither provide any legal advice nor act as a technical expert third party;
any other feedback relating to AirGlance.
7.2The Users acknowledge that any reports will be processed on a "first come, first serve" approach and that LHT, therefore, cannot warrant a specific reachability or responding time of the service center.
8. Term, termination, blocking and limitation
8.2LHT can terminate the Admin Account(s) and the related Account(s) of any User and the corresponding contract with the respective User regarding the use of AirGlance at any time. The User shall be notified of such termination by LHT via email.
8.3A termination in accordance with clauses 8.1 and/or 8.2 does not affect the User's duties with respect to any Communication concluded via AirGlance as well as the User's duties with respect to these Terms before the termination becomes effective unless expressly stated otherwise by LHT.
8.4Instead of or before a termination of User's Admin Account(s) and the corresponding Account(s) as well as the contract, LHT may at its sole discretion also temporarily limit the access of a User to AirGlance. This particularly applies to cases of inappropriate use of AirGlance by User or to where such measure is in the reasonable judgement of LHT necessary to defend against malware, computer viruses and other technical or commercial threats for AirGlance, LHT or Users.
9 Warranty and liability of LHT
9.1As far as LHT is not a party to the Communication conducted via AirGlance in accordance with clause 2.2 of the Terms, LHT is not liable for Communication conducted via AirGlance. The respective Maintenance Provider and Maintenance Demander being party to a Communication are solely responsible in this respect. LHT will not provide any legal advice or act as a technical expert third party. The legal remedies available to Maintenance Demander against Maintenance Provider in case of a breach of warranty are subject to the Maintenance Provider Terms or the applying laws.
9.2Furthermore, LHT does not grant any warranty, e.g. for the compliance of applicable laws and regulations in the respective business relation between Users. Users shall remain legally responsible for any and all of its operations and corresponding relations with authorities, government agencies and other third parties such as aircraft and component manufacturers and/or MRO service providers. This explicitly includes (if and to the extent applicable), but is not limited to, any and all responsibilities as an operator of aircraft and/or operations as an MRO service provider, as applicable.
9.3LHT shall use reasonable effort to make and maintain AirGlance available via the internet. However, like other online services AirGlance's availability depends on services by third parties and also requires technical maintenance. Thus, AirGlance might be temporarily unavailable or only available with limited functionality. The availability level of AirGlance is targeted at 98%. LHT endeavours to announce scheduled maintenance of AirGlance well in advance.
9.4LHT shall be liable for damages resulting from injury to life, body or health, for damages resulting from intentionally or grossly negligent acts or omissions by LHT, an employee or representative of LHT in accordance with the statutory provisions. For damages resulting from slight negligence acts or omissions by LHT, an employee or representative of LHT, LHT shall be only liable in events of a breach of a cardinal duty, i. e. those duties which are material to the proper performance of the contract and on the fulfilment of which the other party generally relies or is entitled to rely. In this case LHT's liability shall be limited to the typical, foreseeable damage (excluding loss in profits and indirect damages).
The User indemnifies and holds harmless LHT from and against any claims of third parties as well as any loss and damage (including any and all costs incurred hereby), resulting from,
- the use of AirGlance by the User which is not in compliance with these Terms; and
- claims of a third party based on the allegation that the use of AirGlance infringes a right of a third party;
- claims of a third party, including administrative orders, based on the allegation that the use of AirGlance by the User infringes any applicable law or regulation.
11. Data privacy
12. Dispute, applicable law and jurisdiction
12.1In the event of any dispute or disagreement between a User and LHT in relation to these Terms, either User or LHT may notify the other party in writing that there is a dispute to be resolved under this clause (a "Dispute Notice"). Following receipt of the Dispute Notice by the relevant party, the parties will attempt to resolve and bring an end to the dispute or disagreement. If the parties at the working level cannot resolve the dispute within thirty (30) Days from the date of receipt of the Dispute Notice by the relevant party, the parties will refer the dispute or disagreement to such senior officers as designated by each respective party for resolution. If resolution is not reached within further thirty (30) Days from the date of receipt of the Dispute Notice by the relevant party, then the parties may each pursue other remedies available under these Terms or applicable law.
12.2Clause 12.1 does not prevent a party from seeking from a court of competent jurisdiction any equitable, interim, or provisional relief to avoid irreparable harm or injury.
12.3These Terms will be subject to, interpreted and construed in accordance with the laws of Germany. The UN Convention on International Sale of Goods (CISG) shall not apply.Place of jurisdiction for all disputes resulting from or based on this contractual relationship is Hamburg, Germany.
13.1Users may not assign any of their rights and/or obligations under the Terms or part thereof to a third party without the prior written consent of LHT. Users agree that LHT may assign any of its rights and/or obligations under the Terms in total or in part to a company directly or indirectly controlled by or jointly held with a third party by Deutsche Lufthansa Aktiengesellschaft. Users shall be informed by LHT about such assignment in due time.
13.2Unless explicitly stated otherwise herein, these Terms shall not be varied in terms or amended except by an instrument in writing explicitly named an amendment to these Terms and signed by duly authorized representatives of the Parties. Verbal agreements reached during the negotiations or during the period of these Terms shall not be binding upon either party unless and until mutually confirmed in writing. Failure by either party to enforce any of the provisions of these Terms shall not be construed as a waiver of such provisions. If any of the provisions of these Terms are held unlawful or otherwise ineffective by any court of competent jurisdiction, the remainder of these Terms shall remain in full force and the unlawful or otherwise ineffective provision shall be substituted by a new provision mutually agreed upon by the parties reflecting the intent of the provision so substituted.
13.3Nothing in these Terms creates, implies or evidences any partnership or joint venture between the parties, or the relationship between them of principal and agent. None of the parties has any authority to make any representation or commitment, or incur any liability, on behalf of any other.
13.4LHT reserves the right to amend the Terms without stating reasons at any time. Users shall receive the amended Terms via email and/or via a notification on AirGlance no later than two (2) weeks before the new Terms will come into effect. In the event User does not object the new Terms within two weeks after receiving the email and/or notification, the new Terms are deemed accepted. In the event User objects the new Terms LHT may terminate the User's Admin Account(s) and/or Account(s).