Charter Terms & Conditions

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 1. Definitions           

“Act of Insolvency” means if the Operator becomes insolvent, makes an assignment for the benefit of its creditors, ceases to do business, or if any bankruptcy, reorganisation, arrangement, insolvency, or liquidation proceeding or other proceeding under any bankruptcy or other law for the relief of debtors is instituted by or against the Operator and is not dismissed within 90 days.

“Additional Services" means all additional services including (without limitation), non-standard catering, airport shuttles or ground transfers, helicopter transfers, SATCOM services, wi-fi, passenger telecommunication usage, access to VIP lounges and terminals, VIP meet and greet services and any other requested extra services not included in the Flight and Charter Price.  

"Agreement" means these Terms and Conditions including the Charter Agreement and any subsequent written amendments agreed between the parties.

“Aircraft” means the aircraft, the type and model of which will be set out in the Charter Agreement which shall perform the Flight(s) being the subject of this Agreement.

“Base Date” means the date of issue as stated on page one of the Charter Agreement

“BLAK” means BLAK International Limited trading as “JETBLAK” or "BLAK".

“Charter Agreement” means the Flight and any Additional Services quotation document issued by BLAK setting out the Charter Price, Flight details and Taxes payable and any other applicable additional terms and conditions and these Terms and Conditions. The Charter Agreement also serves as a legally binding Agreement once signed by the Customer.

“Charter Price” shall mean the price set out in the Charter Agreement in consideration for the Flight(s) to be performed under this Agreement, excluding any Taxes, Exceptional Charges and the costs of Additional Services (if any) which are payable.

“Convention” means whichever of the following apply The Convention for the Unification of Certain Rules Relating to International Carriage by Air, signed at Warsaw, 12 October 1929 (Warsaw Convention). The Warsaw Convention as amended at The Hague on 28 September 1955. The Warsaw Convention as amended by Additional Protocol No.1 of Montreal (1975). The Warsaw Convention as amended at The Hague and by Additional Protocol No. 2 of Montreal (1975). The Warsaw Convention as amended at The Hague and by Additional Protocol No. 4 of Montreal (1975). The Guadalajara Supplementary Convention (1961). The Convention for the Unification of Certain Rules for International Carriage by Air, signed at Montreal, 28 May 1999 (referred to below as the Montreal Convention).

“Customer” means the person named as such in the Charter Agreement.

“Exceptional Charges” means charges which are in relation to the Flight for exceptional circumstances that include (without limitation) overflight permissions, war risk insurance,  insurance premium surcharges, de-icing, fuel surcharges, and additional crew costs. 

“Flight” means any charter flight booked for the Customer by BLAK (solely in its capacity as agent) as set out in the Agreement.

“Force Majeure Event” means an event or circumstance beyond the reasonable control of BLAK, the Operator or provider of Additional Services, including (without limitation) events caused by adverse weather conditions, mechanical breakdown, unexpected Flight safety shortcomings, security or health risks, epidemics and pandemics (including any significant changes to border entry requirements, vaccination records and status, quarantine obligation and other travel restrictions for passengers or crew), industrial action, air traffic control decisions, unexpected airspace or airport restrictions or closure, the unexpected exercise of authority by government or other competent authority, withdrawal of traffic rights, political instability, terrorism or war, or acts of god.

“Luggage” means any articles, baggage, cargo or belongings that accompany the Customer or Passenger(s) on the Flight.

“Non-standard catering” means catering requested by the customer which is not included in the Charter Price and for which additional charges with accrue.

"Operator" means the third-party independent air carrier that operates the Flight(s).

“Passenger” means those persons or animals named on any Flight Confirmation documentation issued by BLAK or the Operator as entitled to travel on the Flight.

“Permissions” means (without limitation) all customs and immigration permits, parking, operational restrictions, take-off and landing slots, and all other permits and requirements necessary for the Flight.

“Repositioning Legs” (also known as empty legs or positioning sectors) means those legs that arise as a result of a Flight that are surplus to the Customer(s) requirements, requiring the aircraft to be positioned to the point of departure or repositioned from the Customer(s) destination.

“Services” means booking a Flight on behalf of the Customer.

“Standard catering” means catering included in the charter price and provided by the operator based on the flight time and duration.

“Taxes” means all local and foreign taxes, passenger taxes, imposts, duties and excise taxes and other similar amounts (including associated interest and penalties) imposed by any authority of competent jurisdiction relating to the provision of the Services to the Customer. This does not include taxes imposed in any jurisdiction on BLAK net income, net profits or net gains.
 

“Total Cost” means the total cost of the Charter Price specified for the Flight, and any Additional Services as listed in the Charter Agreement, but excluding Taxes and Exceptional Charges unless otherwise stated.

2. Charter Agreement

2.1  Unless otherwise specified, the Charter Agreement includes the Total Cost of the Aircraft and Repositioning Legs, crew, scheduled airport charges, fuel costs and standard catering; and excludes any Taxes, Additional Services and Exceptional Charges, unless otherwise stated. Additional Services and Exceptional Charges will be invoiced as referred to in clause 4.8.

2.2  All Flights, including Repositioning Legs, remain subject to availability until the Customer has signed the Agreement and the Customer has complied with the applicable payment terms.

2.3  A Charter Agreement must be accepted and executed by the Customer within a period of 24 hours from the Base Date, or BLAK reserves the right to withdraw or amend the Charter Agreement.

2.4  The Charter Price is subject to industry and fuel price fluctuations. BLAK reserves the right to adjust the Charter Price in the event of:

(i.)  An increase in the cost of aviation fuel whether for the performance of the Services and/or any Additional Services; or

(ii.)  An increase of (or imposition of any new) Taxes, charges (including without limitation, aircraft parking charges) or security costs,

between the Base Date and the date of any Flight and/or the date when any Additional Services are to be performed.  

2.5  The Customer shall pay BLAK a sum equal to any resultant increase to the Charter Price, calculated as at the date of the Flight or the performance of the Additional Services (as applicable). Wherever possible, BLAK shall advise the Customer of any such increase as soon as reasonably practicable after being notified by the Operator and/or third-party service provider.
 

2.6  The Customer appoints BLAK to arrange all necessary Flights on behalf of the Customer as an agent only. For the avoidance of doubt, nothing in this Agreement whether express or implied shall be construed as BLAK acting as a principal when making all necessary arrangements for the Flight(s) (and any Additional Services). 

2.7  The Customer expressly authorises BLAK to enter into all contracts on its behalf in order to fulfil the Flight and any Additional Services and sign the contracts for and on behalf of the Customer as agent only whether the contracts in question are subject to the trading conditions of the Operator or otherwise.

2.8  For the avoidance of doubt, your contract of carriage will at all times be with the Operator of the Aircraft.

2.9  In some circumstances, the Charter Agreement might also be subject to the approval of the owner of the Aircraft (if for example the owner is not also the Operator). If the owner subsequently refuses to permit the use of the Aircraft for the performance of the Charter Agreement then BLAK shall either a) use all reasonable endeavours to source an alternative Aircraft for the Customer or b) cancel the reservation and refund the Customer for any monies paid. 

3. Charter Agreement Changes

3.1  Any requested changes to the Charter Agreement are subject to availability and Permissions.

3.2  All costs associated with the requested changes will be payable to BLAK in addition to the Charter Price, and will be payable to BLAK immediately upon BLAK confirming acceptance of the Customer(s) requested changes.

3.3  BLAK will use its reasonable endeavours to accommodate any requested changes but is under no obligation to accept them.

4. Payment

4.1  The Total Cost is payable as follows;

(i.) 50% deposit on execution of this Agreement and receipt of BLAK’s invoice;

(ii.) the balance no later than 31 days prior to the first Flight. 

4.2  The Customer understands and agrees that time is of the essence for payment as stated in clause 4.1 of this Agreement. Until such time as payment terms are complied with, the Flight(s) remain subject to availability and may be cancelled by BLAK without notice and without any liability to the Customer. Customer cancellation terms are set out in Clause 8 (Cancellation and Charges) below.

4.3  All amounts payable under this Agreement must be paid in full without deduction of any kind, by bank transfer or acceptable Credit Card.

4.4  BLAK may accept payment by Credit Card provided the Customer supplies the acceptable payment authority to BLAK prior to the Flight. All payments must be made for the equivalent New Zealand Dollar value of the currency stated on the Charter Agreement at the time processing the Credit Card.

4.5  All Credit Card payments will be subject to a non-refundable transaction-processing and currency conversion fee of 5%.

4.6  When making payment, the Customer shall include the Charter Agreement Reference Number, detailed and referred to in Agreement Details section of the Charter Agreement.

4.7  Details of the bank account into which all wire/online payments are to be made to BLAK are listed on your invoice.

4.8  Any Additional Services and Exceptional Charges not included in the Charter Agreement that are incurred in relation to the Flight will be invoiced separately and are payable immediately upon receipt of the invoice.

4.9  In the event that the Customer defaults in making any payment due on the due date, penalty interest will apply at the rate being 5% above Wise Bank’s prevailing interest rate for commercial overdraft facilities from the due date of payment until payment is made.

5.  Client Responsibility

5.1  The Customer warrants that neither the Passengers nor the Customer are the target of any sanctions regime in any jurisdiction, including (without limitation) any political, economic and trade restrictions or travel bans. In the event of a breach of this warranty and without limitation to its general application, the Indemnity set out in clause 11 hereafter shall apply.

5.2  The Customer undertakes that it and its invitees, guests, Passengers or any employees must not engage in any unlawful act or allow any person aboard the Aircraft to engage in such act, possess any unlawful substance or allow any Luggage to contain any such substance which may result in the seizure or forfeiture of the Aircraft or cause it to be operated for an unlawful purpose or in an unsafe manner and be properly documented in accordance with Clause 14.

5.3  The flight is not covered by any financial protection scheme.

6.  Passenger Luggage

6.1  Passenger’s Luggage weight is limited for safety reasons and varies according to aircraft type. Items determined by the crew to be of excessive weight or size will not be permitted on the Flight.

6.2  Passenger Luggage is limited to the weight detailed and referred to in Aircraft Information section of the Charter Agreement. The Luggage must able to be easily loaded into the Aircraft. The Operator has the right to refuse Luggage that may be deemed to be a hazard to safety or oversized. BLAK will use reasonable endeavours to send on excess Luggage at the Customer(s) cost as an Exceptional Charge.

6.3  The Customer and Passenger(s) accept that BLAK is not liable for any damage to any Passenger Luggage.  

6.4  Dangerous goods must be declared as per prevailing dangerous goods regulations and must be packaged and marked correctly according to those regulations. Copies of the relevant regulations are available from BLAK on request. The following items listed are not permitted in the cabin of the Aircraft:

(i.) Sharp Objects

(ii.) Coloured Fluids

(iii.) Sporting Goods

(iv.) Guns & Firearms

(v.) Tools

(vi.) Martial Arts & Self-Defense Items

(vii.) Explosive & Flammable Materials

(viii.) Disabling Chemicals

(ix.) Other Dangerous Items

Please advise us in advance whether you wish to carry certain items so that we can make appropriate arrangements (if possible) and advise you on any restrictions and/or additional costs associated with such carriage.

7.  Operator Responsibility

7.1  The Operator remains responsible at all times for the operation of the Aircraft with the safe performance of the Flight.

7.2  The captain shall have absolute discretion in all the matters concerning the Aircraft.

7.3  The Customer shall be liable to bear any additional costs incurred by reason of any diversion of the Aircraft caused either by any Force Majeure, act or omission of the Passengers (pursuant to Clause 9.1 (ii) below) or other cause beyond the control of the Operator.

7.4  For the avoidance of any doubt, the Customer acknowledges and agrees that the Operator reserves the right to decide that additional crew are required to be transported onboard a Flight for safety reasons.

8.  Cancellations and Charges

8.1  In the event of:

(i.)  cancellation of a booking by the Customer;

(ii)  a delay of any nature which in the opinion of the Operator or BLAK is unreasonable; or

(iii.)  a failure of any Passenger to board the Flight

(iv.)  a failure to provide necessary Passenger documentation required for the Flight

then BLAK or the Operator shall be entitled to cancel the Flight without notice to the Customer, and cancellation charges will be payable to BLAK in accordance with this Agreement.

8.2  If the Customer cancels any Service(s) or Additional Services under this Charter Agreement, the following charges shall apply:

(i.) 100% of the Total Cost if cancelled within the period 48 hours prior to the first date of departure;

(ii.) 75% of the Total Cost if cancelled within the period 72 hours – 49 hours prior to the first date of departure;

(iii.) 50% of the Total Cost if cancelled within the period 14 days – 4 days prior to the first date of departure;

(iv.) 20% of the Total Cost if cancelled after execution of this Agreement up until 15 days prior to the first date of departure.

8.3  BLAK will refund to the Customer the difference between the applicable cancellation charge and the amount paid on account of the Total Cost by the Customer within 15 working days of the notice of cancellation from the Customer.

9.  Customer & Passenger Acts, Omissions & Compliance

9.1  The Total Cost will remain payable to BLAK and the Customer shall indemnify and hold BLAK harmless in respect of all losses, claims, damages, liabilities or expenses suffered by BLAK, including but not by way of limitation, any parking fees or other charges levied by an airport or any charges imposed on BLAK by the Operator as a result of the late return of the Aircraft where the events specified below arise:

(i.) if the performance of any Flight or Additional Service is impeded, prevented or delayed by any act or omission of the Customer, any Passenger, any other person under the Customer(s) control or acting on the Customer(s) behalf (or by any delay of Luggage); or

(ii.) if a Flight diversion to an airport not specified in the Charter Agreement is due to any act or omission of the Customer or any Passenger(s) including (without limitation) the Customer or any Passenger(s) acting in any way (or threatening to act in any manner) likely to jeopardize any aircraft or any person or property therein or elsewhere or disobeying the lawful authority of the pilot in command of the Aircraft or breaching any applicable law relating to their use of, or travel aboard, the Aircraft before during or after any Flight.

9.2  The Customer shall be responsible for and ensure that all Passengers and Luggage carried on board Flights comply with any and all applicable laws, rules, regulations, demands, instructions and requirements relating to carriage of persons and goods by air, including (without limitation) regulations relating to the carriage of dangerous goods (pursuant to Clause 6.4 above) and of live animals as well as  any applicable customs, police, immigration and public health rules and regulations associated with air transport, including but not limited to Passengers’ conduct and behaviour onboard the Aircraft.

10.  Force Majeure

10.1  The Total Cost will remain payable to BLAK if delay, cancellation or non or partial performance of any Flight or any Additional Service is due to the occurrence of a Force Majeure Event.

10.2  For the avoidance of doubt BLAK shall use reasonable endeavours to ensure that the Operator completes all Flights as specified in the Charter Agreement, however BLAK shall be entitled to depart from the agreed flying schedule for any cause beyond its reasonable control such as a diversion or a Force Majeure Event, and the Customer shall reimburse BLAK on demand for any additional expenses incurred as a result.

11.  General Indemnity from the Customer

11.1  To the fullest extent permitted by law, the Customer shall indemnify and hold BLAK harmless from and against all claims, demands, liens, judgments, penalties, awards, remedies, liabilities, damages, actions, proceedings, costs and expenses, (including but not limited to legal costs) of whatsoever nature and howsoever and whensoever arising:

(i.) as a result of breach by the Customer of any undertakings, warranties or obligations under this Agreement;

(ii.) in connection with any injury suffered by any person or damage caused to the Aircraft as a result of the actions of Customer or any Passenger;

(iii.) when acting in accordance with the Customer’s instructions; or

(iv.) when any Passenger is refused entry at any destination airport (including, but not limited to any arrangements made by BLAK or the Operator to return such Passenger to the country from which they were originally carried).

12.  Limitation Of Liability

12.1  Operators have sole and exclusive operational control over all Aircraft. BLAK has no discretion or responsibility regarding operational matters, including (without limitation) whether a Flight is carried out and the loading and unloading of the Aircraft. All safety, security and operational matters are at the absolute discretion of the pilot in command.

12.2  The Customer acknowledges that there is no partnership, agency, joint venture or any other similar relationship between BLAK, the Customer and the Operator. Please refer to the provisions of Clause 13 (No Contract of Carriage) below.

12.3  As a result, Customer agrees that its sole recourse for claims arising out of the performance of any Flight (including delayed, partial or non-performance) shall be against the Operator. BLAK does not accept any responsibility to the Customer or assume any liability to the Customer for the Aircraft, the Operator's flight operations and services, or Additional Services and the Customer hereby waives any and all claims against BLAK for any act, omission or default, including but not limited to, technical failure of the Aircraft resulting in an accident, death, personal injury, incident, delay, cancellation, non-performance or partial performance of any Flight or any Additional Service to be provided to the Customer, except to the extent that the same is directly caused by the wilful misconduct or gross negligence of BLAK, its officers, employees or agents.

12.4  Subject to provisions of Clause 12.7 below, to the fullest extent permitted by law, BLAK’s total liability to the Customer for any claims, damages, losses and liabilities arising as a direct result of BLAK’s performance or non- performance of this Agreement, including breach of contract or misrepresentation, shall not exceed the aggregate amount of the Total Cost set out in the Charter Agreement.

12.5  BLAK is not liable in any event to the Customer, whether in contract, tort (including negligence), bailment, breach of statutory duty or otherwise, for: i) loss of profit or revenue, ii) loss of sales or business, iii) loss of agreements or contacts iv) loss of anticipated savings, v) loss or corruption of data, vi) loss of or damage to goodwill or vii) any indirect,  consequential, special or punitive loss or damage  arising from any act, omission, negligence or default on the part of BLAK or its employees, servants, agents or the Operator.

12.6  The Customer and all Passenger(s) acknowledge restrictive security measures are present in certain airports. Airport officials may search Luggage and confiscate items for security reasons. BLAK will not be responsible for any items confiscated by any airport officials.

12.7  BLAK is not excluding or restricting the liability owed under any applicable law in relation to the liability for death or personal injury caused by its fraudulent misrepresentation, negligence or any other liability that cannot otherwise be limited or excluded under law.

12.8  The Customer acknowledges that it has chartered the Aircraft based on the documents, images and material that BLAK has provided but that BLAK otherwise makes no warranty or representation whatsoever in respect of the state or condition of the Aircraft cabin interior, seating or facilities. The Customer acknowledges that the Operator is solely and exclusively responsible for the maintenance, cleanliness and upkeep of the Aircraft. 

12.9  All warranties, conditions, representations whatsoever implied by statutory or common law are, to the fullest extent permitted by law, excluded from this Agreement.

13.  No Contract of Carriage

13.1  Customer acknowledges and agrees that this Agreement does not constitute a contract of carriage and that nothing in this Agreement will be interpreted on that basis. BLAK is not a contracting carrier for the purposes of any aviation Convention or otherwise. At all times, the operator of the Aircraft, shall be the Operator.

13.2  The Customer acknowledges that BLAK arranges all Flights and Additional Services solely as the Customer's agent and that the terms and conditions of the Operator and Additional Services provider will apply to the Customer and all Passengers. Each Passenger shall be deemed to have contracted for his carriage by air with the Operator whose terms and conditions will be made available to the Customer upon request. The Customer acknowledges that the Operator has sole responsibility, liability and control of all aspects of the aircraft charter services provided, including without limitation, aircraft availability and pricing, the commencement and termination of scheduled Flights, the operation, regulation and safety of the Flight. Carriage by air of the Passengers and their Luggage on any Flight performed by the Operator shall at all times be subject to the conditions of carriage (or equivalent) of the Operator (if any) and the relevant statutory and/or other provisions relating to liability, including any applicable Convention.

13.3  If the Flight involves an ultimate destination or stop in a country other than the country of departure the Convention may be applicable and the Convention governs and in most cases limits the liability of carriers for death or personal injury and in respect of loss of or damage to Luggage. The Convention may apply on an exclusive basis to the carriage of Passengers by air or to any of the Additional Services. The Customer, acting as agent of the passengers, shall ensure that each Passenger in respect of whom any such Convention applies, receives proper notice of the liability provisions (as provided by the Operator) in accordance with the requirements of any such applicable Convention and complies with the conditions contained therein. If insurance coverage to supplement the limitations specified pursuant to such Convention above is desired, it shall be the sole responsibility of the Customer to obtain that insurance.

14.  Travel Documents and Flight Confirmation

14.1  The Customer is responsible for obtaining and holding all travel documents which the Passenger(s) require for any country being visited (even as a transit Passenger) and, if requested, must show to the Operator and local authorities all required passports, visas, health certificates and other travel documents.

14.2  The Customer must provide all relevant information and documentation required by BLAK or by the Operator or by the applicable law for safe passage and operational requirements including passports, Passenger weights and dates of birth, Luggage weights and dimensions, Luggage checks, health certificates, immigration visas, and travel documentation and all other information specific to the Flight. All such information as required must be delivered to BLAK no later than 24 hours of BLAK requesting it, time being of the essence.

14.3  The Customer is responsible for notifying BLAK of any special dietary requirements for any Passenger(s), at least 10 working days prior to the scheduled departure date of each Flight, which will constitute non-standard catering of any Flight.

14.4  BLAK will provide the Operator’s Flight confirmation (and a copy of its terms and conditions if requested pursuant to Clause 13.2) to the Customer once all relevant information has been provided by the Customer and the Flight confirmation has been issued to BLAK by the Operator. Only Passengers who are booked on to the Flight(s) may travel on those Flights. Individuals whose names do not appear on any of the requisite Flight documentation will be denied access to the Aircraft.

15.  Smoking

15.1  Smoking is not permitted onboard any Aircraft, unless otherwise explicitly stated in the Charter Agreement’s Mission Remarks section.

15.2  The Customer shall be liable for a indemnify BLAK against any and all damages, losses, costs and liabilities as a result of a breach of Clause 15.1, including but not limited to any administrative fines or penalties imposed on BLAK by any authority or aviation safety agency.

16.  Supply Of Information

16.1  If requested, BLAK will request the Operator to provide details of insurance cover in relation to the Customer and Passenger(s) and Luggage whilst conducting the Flight, and evidence that they hold a valid Air Operator’s Certificate.

17.  Termination

17.1  At its option, BLAK may terminate this Agreement immediately upon written notice to Customer in the event that (a) Customer commits a material breach of any of its obligations under this Agreement, (b) performance of the Flight(s) is prevented or impeded by any Force Majeure Event or (c) the Operator is subject to an Act of Insolvency.

17.2  In the event of termination pursuant to Clause 17(1)(b) only, BLAK will refund to the Customer any portion of Total Cost already paid to it by the Customer which BLAK still holds and has not already paid across or is liable to pay to the Operator or any Service Provider(s).

17.3  In the event of termination pursuant to Clause 17(1)(b) only, BLAK will use its reasonable endeavours to help the Customer find an alternative travel solution (at the Customer’s sole cost). BLAK will otherwise have no further liability or responsibility to the Customer.

18.  Alternative Dispute Resolution and Arbitration

18.1  Any dispute or difference which may arise between the parties concerning the interpretation of this Agreement or relating to any other matter arising under this Agreement will be actively and in good faith negotiated by the parties (or their estate) with a view to a speedy resolution of such disputes.

18.2  If the parties cannot resolve a dispute or difference within seven working days of any dispute or difference arising then, unless otherwise expressly provided herein, they will without prejudice to any other right, explore whether such dispute or difference can be resolved by Agreement between them using mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties within 14 days of notice of the dispute, the mediator will be nominated by CEDR. To initiate the mediation a party must give notice in writing ('ADR notice') to the other party to the dispute, referring the dispute to mediation. A copy of the request should be sent to CEDR. Unless otherwise agreed, the mediation will start not later than 28 days after the date of the ADR notice No party may commence any court proceedings/arbitration in relation to any dispute arising out of this agreement until it has attempted to settle the dispute by mediation and either the mediation has terminated or the other party has failed to participate in the mediation, provided that the right to issue proceedings is not prejudiced by a delay.

18.3  If the parties cannot resolve any dispute or difference between them using mediation then any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London. The language to be used in the arbitral proceedings shall be English. The governing law of the contract shall be the substantive law of England and Wales.

19.  Miscellaneous

19.1  The parties agree that the relationship created by this Agreement is that of an independent contractor. This Agreement will not be interpreted as creating a joint venture, partnership, agency or other forms of association or cooperative arrangement between the parties.

19.2  If one or more of the provisions of this Agreement are held to be wholly or partly invalid, void, illegal or unenforceable, the remaining provisions of this Agreement will be unimpaired. The invalid provision will be deemed severable and will be replaced by a mutually legal and acceptable provision, which comes closest to the parties’ intention for the invalid provision.

19.3  The failure by either party to enforce at any time or for any period any one or more of the terms and conditions of this Agreement, will not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this Agreement.

19.4  This Agreement is not intended to and does not give any person who is not a party to it any right to enforce any of its provisions.

19.5  BLAK rights and remedies are cumulative and not alternative or exclusive of each other or any implied by law.

19.6  The Customer may not assign any of its rights or duties without BLAK’s prior written consent.

19.7  The parties agree that this Agreement is governed by the laws of England and Wales.