Version 1.0 - Date 01.02.2023.

1 About us
1.1 We are Ivoy LLP, a company incorporated in the United Kingdom with its registered office at 26 Lydney Road, Locks Heath, Hampshire, Southampton, SO31 6PY, United Kingdom. Company ID OC432348.

1.2 Through the Ivoy Platform we provide an air charter services brokerage bidding market for the users of air charter services (the “Clients”). For air charter services, the Ivoy Platform may aggregate offers from third-party aircraft operators (the “Operators”).

2 Scope of these Terms and Conditions
2.1 In order to access or use Ivoy Services you must agree to the Terms and Conditions set forth herein. These Terms and Conditions govern your access and use to the Ivoy Services and they constitute the entire legal agreement between you and us. By using, downloading or installing any associated web or mobile application supplied by Ivoy, you acknowledge and agree to be bound by these Terms and Conditions and our Privacy Policy, found at https://www.ivoy.io

2.2 Ivoy reserves the right to modify or amend these Terms and Conditions and/or the Privacy Policy and/or its policies relating to the Ivoy Services in its sole discretion at any time. Modification or amendment will be effective after posting an updated version on the Ivoy Platform. Your continued use of the Ivoy Service or Ivoy Platform after any such changes shall constitute your consent to be bound by the amended or modified Terms and Conditions.

2.3 These Terms and Conditions are not a contract for air transportation and no such contract is or will be entered into between you and Ivoy.

3 Definitions and Interpretations
3.1 In these Terms and Conditions, unless the context otherwise requires, various terms have defined meaning as follows: “Operator” means any third-party air transport undertaking that is the actual operator of at least one aircraft and has been issued by the competent authority of any country an Air Operator Certificate, an Air Carrier Operating Certificate or equivalent certificate. “Client” means the user of air charter services represented by Ivoy. “Charter/Carriage Agreement” means the contract concluded between you and an Operator. “Charter Brokerage Agreement” means the contract concluded between you and Ivoy. “Fee” means the fee due to us from you as consideration for the Ivoy Services, being equivalent to 20.00% of the total costs offered by an Operator to you for the flight or series of flights that you reserve with that Operator. “Ivoy Platform” means the web and mobile application, named Ivoy, the website https://www.ivoy.io/, or any other application, website or software programme provided by Ivoy through which the Ivoy Services are made available. “Ivoy Services” means any service or services offered by Ivoy on the Ivoy Platform. “Terms and Conditions”, means these Terms and Conditions, published on the Ivoy Platform and as may be modified from time to time.

4 Ivoy’s Activities
4.1 Ivoy acts as an intermediary between the Operators and the Clients, which means that Ivoy arranges carriage by air by chartering aircraft from the Operators, acting as agent, in the name and on behalf of the Clients.

4.2 Ivoy does not itself operate, maintain, control, own or charter aircraft, is not a contracting, actual, direct or indirect carrier and does not provide air transportation services. Ivoy is not a contracting carrier for the purposes of the Montreal Convention 1999.

4.3 Ivoy is not itself a party to the carriage or charter agreements between the Operators and the Clients and shall not bear any obligation or liability in relation thereto (in particular for any injury, damage, death, loss, accident or delay due to any action or omission of the Operators or any other third parties or occurring out of or in connection with the Carriage Agreements and/or the flights (or any related services), whether incurred by the Clients or by the passengers). There is no carriage or charter agreement between Ivoy and the Clients and/or the passengers.

4. 4 In order to provide offers to Clients' requests, Operators are also registered on the Ivoy platform. Operators on the Ivoy Platform publish basic information about their companies and their fleets, as well as their AOC certificates (air operator certificate).
   

4.5 Ivoy informs Clients that its services offered on the Ivoy Platform comply with US regulations 14 CFR Part 295. As an air charter broker, Ivoy acts as a bona fide agent for the Clients. Ivoy is not a direct US air carrier or in operational control of aircraft and the air services advertised will be provided by properly licensed direct US or foreign air carriers.

5 Booking of Services
5.1 The booking of any air charter services (and any related services) through Ivoy Platform will in any case be in particular subject to, and governed by, an Charter Brokerage Agreement to be entered into between you and Ivoy.

5.2 Nothing in the Platform shall in any case be construed as an offer to contract. Similarly, neither a request nor any proposal sent by Ivoy further to a request shall be considered as an offer to contract.

5.3 Ivoy may refuse to provide its services to any person or entity for any reason, at any time and for any period of time, in its sole discretion and without prior notice.

5.4 Ivoy charges a fee for its service, being equivalent to 20.00% of the total costs offered by an Operator to you for the flight or series of flights that you reserve with that Operator.

6 Use of the Platform
6.1 By using the Ivoy platform, you represent and warrant that you have the legal right, authority, and capacity to enter into legally binding agreements., including these Terms and Conditions, any Charter Brokerage Agreement and any Charter or Carriage Agreement (which may be entered into between you, represented by Ivoy, and any Operator). You represent and warrant to Ivoy that your use of the Ivoy platform is in compliance with all applicable laws and regulations, and that no restrictions exist that would hinder your ability to enter into or fulfill any agreements.

6.2 You shall not make speculative, false or fraudulent requests. All information you provide during the signup process or any time thereafter must be accurate and truthful. You shall not act on behalf of a fictitious user, under a false name, with an invalid credit card or by use of any other fraudulent information to make any request or enter into any agreement. Ivoy may request confirmation of information accuracy or additional evidence. Fraudulent behavior may result in prosecution and potential civil/criminal liability depending on applicable law.

6.3 You shall not use the Platform to submit requests or enter into any agreement for, in the name and/or on behalf of third parties unless you are legally authorized to do so.

6.4 You expressly agree that your use of the Platform is at your sole risk and expense.

7. Termination of Usage
   7.1 Ivoy may suspend or otherwise restrict in functionality your access to the Ivoy Platform at any time in its sole discretion, with or without notice and with or without reason.
   
   

8. Ownership of Information and Materials
   8.1 All materials, data, copyright, software, graphics, rights and information contained on the Ivoy Platform are and shall remain our property. Nothing in these Terms and Conditions shall mean that any intellectual property, license or other ownership rights held by us is sub-licensed, assigned, or transferred to you.
   
   

8.2 You may not modify, reproduce, lease, distribute, license, sell, resell, transfer, or otherwise exploit any above mentioned material from the Ivoy Platform unless permitted by us.

8.3 We take the protection of our intellectual property very seriously at IVOY LLP. All of the code and ideas developed by our team are the exclusive property of IVOY LLP, and we do not permit their use by anyone else without our express permission. This includes any potential investors or partners with whom we may have discussed our business plans and ideas. We understand that protecting our intellectual property is crucial to the success of our business, and we will take all necessary steps to safeguard our code and ideas. We reserve the right to take legal action against anyone who infringes on our intellectual property rights, including but not limited to seeking damages and injunctive relief. By accessing our website or using our services, you agree to respect our intellectual property rights and refrain from using our code and ideas without our prior written consent.

9. Your Data
   9.1 For the purposes of providing our services to you, you explicitly consent to us accessing, processing, and retaining any information you provide to us.
   
   

9.2 Processing of your data is governed by our Privacy Policy which can be found on the Ivoy Platform.

10. Disclaimer of Warranties and Exclusion of Liability
    The Ivoy Platform provides information only, without warranty of any kind, express or implied. No warranty is made for: (i) Accuracy, reliability, completeness or quality of information (ii) Availability of services through Ivoy Platform (iii) Charter Brokerage Agreement between Ivoy and a client (iv) Carriage/Charter Agreement between an operator and a client (v) Handling and acceptance of requests (vi) Accessibility, uninterrupted functioning and error-free operation of Ivoy Platform, or correction of errors or defects. The Ivoy services and Ivoy Platform are provided strictly "as is". The entire risk of using the Ivoy Platform and Ivoy services, and third-party services or products remains solely with you, to the extent permitted by law.
    
    

10.2 Liability of Ivoy and related parties (shareholders, partners, affiliates, officers, directors, employees, auxiliaries, agents, representatives, servants, successors, and assignees) is excluded for damage, injury, death, loss, accident, or delay related to: (i) These Terms and Conditions (ii) Activities and services under these terms (iii) Ivoy Platform and information provided or accessible through it (iv) Handling or non-handling of a request (v) Ivoy Services obtained through the Ivoy Platform. Exclusion applies to the fullest extent permitted by applicable law.

10.3 Ivoy and related parties (shareholders, partners, affiliates, officers, directors, employees, auxiliaries, agents, representatives, servants, successors, and assignees) will not be, in any event liable or responsible for any non-material, indirect, incidental, consequential or punitive damages or losses (including but not limited to loss of revenues or profit, loss of business, loss of reputation and emotional distress) for any claim.

11. Indemnification
    11.1 By using the Ivoy Platform, you accept liability for any claims, demands, or liabilities for damages, expenses, or costs (including legal fees, fines, or penalties) that may arise from your violation of these Terms and Conditions (including any warranties or representations you make) or from any other agreement, law, regulation, order, or travel requirement (including immigration and customs regulations). You must defend, indemnify, compensate, and hold Ivoy and its shareholders, partners, affiliates, officers, directors, employees, agents, representatives, servants, auxiliaries, successors, and assignees, and any other person (including any operator and any owner, lessee, or financier of any aircraft) harmless from any such claims. This includes claims arising from your actions or omissions while representing any third party, including your failure to inform such third parties of, or cause them to comply with, all terms and conditions applicable to services obtained through the Ivoy Platform.
    
    

11.2 The provisions of this section shall survive the termination of the relationship between you and Ivoy.

12. Violations
    12.1 You acknowledge that Ivoy has the right to investigate and prosecute violations of these Terms and Conditions to the fullest extent of the law and may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms and Conditions. Ivoy has the right to monitor your access to or use of the Ivoy Service or Ivoy Platform for the purpose of providing the Ivoy Services and operating Ivoy Platform, to ensure your compliance with these Terms and Conditions, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. However, Ivoy has no obligation to monitor your access to or use of the Ivoy Service or Ivoy Platform.
    
    

12.2 Ivoy reserves the right, at any time and without notice, to remove or disable access to the Ivoy Platform if it is determined that the usage is in violation of these Terms and Conditions or is otherwise harmful to the Ivoy Platform. This decision will be made at Ivoy's sole discretion.

13. Miscellaneous
    13.1 These Terms and Conditions are the complete agreement between you and Ivoy regarding your use of the Ivoy Platform and replace any previous or current understandings or agreements (whether spoken or written) on the subject.
    
    

13.2 No variation of these Terms and Conditions by you shall be effective unless agreed in writing by Ivoy.

13.3 Our failure to enforce any right or provision in these Terms and Conditions, unless agreed to in writing, will not be considered a waiver of that right or provision and will not affect our ability to enforce it later. Any waiver of a violation of these Terms and Conditions will not be considered a waiver of any future violation.

13.4 These Terms and Conditions or your use of the Ivoy Platform does not create a joint venture, partnership, employment, or agency relationship between you, Ivoy, or any third-party provider, unless explicitly stated in these Terms and Conditions.

14. Governing Law, Jurisdiction, Severability and Dispute Resolution
    14.1 English law shall govern and interpret these Terms and Conditions. Both you and us agree to submit to the exclusive jurisdiction of the English courts to settle any claim, dispute, or other matter arising under these Terms and Conditions.
    

14.2 If a court of competent jurisdiction finds any part of these Terms and Conditions to be invalid, unlawful, or unenforceable, then that part will be severed from the rest of these Terms and Conditions. The remaining terms will continue to be valid and enforceable to the fullest extent allowed by law.

14.3 If these Terms and Conditions have been translated by us, you agree that the original English text shall prevail in the case of a dispute.

14.4 In case of any concern or dispute between you and us, you agree to first try to resolve the dispute informally through friendly negotiations by contacting us directly to seek a resolution. We will consider, at our discretion, reasonable requests to resolve any dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.