ENGELHEIM CHARTER INC. TERMS OF SERVICE

1. Definitions and Interpretations

For the purposes of these Terms of Service (hereinafter "these Terms"):

2. Application of Terms

2.1 Scope of Application

These Terms shall apply to all charter services provided by the Company and shall form the basis of the contract between the Company and the Client.

2.2 Acceptance of Terms

By signing a Service Agreement, submitting a purchase order, making a payment, or otherwise engaging the Company's services, the Client expressly acknowledges and agrees to be bound by these Terms.

2.3 Precedence of Documents

In the event of any conflict or inconsistency between these Terms and any other document pertaining to the Charter, the order of precedence shall be:

  1. Any written amendments to the Service Agreement mutually executed by both parties;
  2. The Service Agreement;
  3. These Terms;
  4. Other documents incorporated by reference.

3. Reservations and Bookings

3.1 Reservation Requests

  1. Reservation requests may be submitted via the Company's website, electronic mail, telephone, or in person at the Company's office during Business Days.

  2. All reservation requests shall be confirmed in writing by the Company through the issuance of a Service Agreement, which shall specify:

    1. Pick-up and drop-off locations and times;
    2. Charter duration;
    3. Vehicle type and capacity;
    4. Charter rate and payment terms;
    5. Any special arrangements or additional services; and
    6. Cancellation terms.

3.2 Booking Confirmation

  1. A reservation shall not be deemed confirmed until:

    1. The Company has issued a Service Agreement; and
    2. The Client has signed and returned the Service Agreement or otherwise provided written acceptance of its terms.

  2. The Company reserves the right to decline any reservation request at its sole discretion without stating a reason.

4. Payment Terms

4.1 Final Payment

  1. Unless otherwise specified in the Service Agreement, the full Charter fee shall be due no later than 14 calendar days prior to the scheduled Charter date.

  2. For long-term or recurring Charter arrangements, payment terms shall be as specified in the Service Agreement.

4.2 Additional Charges

  1. The Client acknowledges that the following additional charges may be applied after the completion of the Charter:

    1. Excess mileage charges for any distance traveled beyond the agreed-upon itinerary;
    2. Excess hour charges for any time extending beyond the agreed-upon Charter duration;
    3. Cleaning fees for any extraordinary cleaning required due to spills, excessive debris, or other conditions beyond normal use;
    4. Repair costs for any damage to the Vehicle caused by Passengers;
    5. Parking fees, tolls, entry fees, or permits incurred during the Charter;
    6. Driver accommodation expenses for overnight Charters, if not included in the Service Agreement; and
    7. Any other out-of-pocket expenses reasonably incurred by the Company in fulfilling the Charter requirements.

  2. Additional charges will be invoiced to the Client within 7 Business Days following the completion of the Charter and shall be payable within 30 calendar days of invoice date.

4.3 Payment Methods

The Company accepts payment by electronic funds transfer, credit card, or business check. Cash payments exceeding $2,000 are not accepted.

4.4 Late Payment

  1. Any payment not received by the applicable due date shall be subject to interest at the rate of 2% per month (24% per annum), calculated and compounded monthly, from the due date until the date of payment.

  2. In the event of late payment, the Company reserves the right to:

    1. Cancel the Charter without refund of any partial payment previously made;
    2. Suspend or cancel any other pending Charters booked by the same Client until all outstanding amounts are paid in full; and
    3. Require advance payment in full for any future Charter bookings.

5. Cancellation and Modification

5.1 Client-Initiated Cancellation

  1. All cancellations must be submitted in writing to the Company by the Client's Authorized Representative.

  2. Cancellation fees shall apply as follows:

    1. Cancellation 14 or more calendar days prior to the scheduled Charter date: No cancellation fee;
    2. Cancellation between 14 calendar days and 72 hours prior to the scheduled Charter date: 15% of the total Charter fee; and
    3. Cancellation less than 72 hours prior to the scheduled Charter date: 30% of the total Charter fee.

  3. The Client acknowledges that these cancellation fees are reasonable liquidated damages and not a penalty, as they represent a fair estimate of the costs incurred by the Company in reserving the Vehicle and Driver for the Charter.

5.2 Company-Initiated Cancellation

  1. The Company reserves the right to cancel a Charter at any time due to:

    1. Force Majeure events;
    2. Safety concerns, including but not limited to hazardous road or weather conditions;
    3. Client's material breach of these Terms;
    4. Client's failure to remit required payments by the applicable due dates; or
    5. Unavailability of vehicles due to mechanical issues, regulatory compliance matters, or prior vehicle damage.

  2. In the event of a Company-initiated cancellation pursuant to subsections (1), (2), or (5) above, the Client shall be entitled to:

    1. Reschedule the Charter to an alternative mutually agreeable date without additional charge; or
    2. Receive a full refund of all amounts paid to the Company for the canceled Charter.

  3. In the event of a Company-initiated cancellation pursuant to subsections (3) or (4) above, the cancellation shall be treated as a Client-initiated cancellation, and the provisions of Section 5.1 shall apply.

5.3 Charter Modifications

  1. Any Client request to modify a confirmed Charter must be submitted in writing at least 14 calendar days prior to the scheduled Charter date.

  2. The Company shall make reasonable efforts to accommodate modification requests but cannot guarantee availability of vehicles, drivers, or specific equipment for modified dates, times, or routes.

  3. If the requested modification results in additional mileage, hours, or services, the Charter fee shall be adjusted accordingly.

  4. A modification that substantially alters the nature or duration of the Charter may, at the Company's discretion, be treated as a cancellation and new booking, in which case the provisions of Section 5.1 shall apply.

6. Service Hours and Driver Regulations

6.1 Hours of Service Compliance

  1. All Charters shall be conducted in strict compliance with applicable federal and provincial hours of service regulations for commercial drivers.

  2. The Client acknowledges and agrees that:

    1. Drivers may not drive a Vehicle for more than 13 hours in a 24-hour period;
    2. Drivers must have a minimum of 8 consecutive hours off-duty between work shifts;
    3. Drivers must take mandatory rest breaks as required by applicable regulations; and
    4. No modification, request, or instruction from the Client may cause the Driver to violate these requirements.

  3. For Charters exceeding 10 hours, the Company may, at its discretion, assign multiple Drivers or require overnight accommodations for the Driver.

6.2 Driver Accommodations for Overnight Charters

  1. For Charters requiring overnight stays, the Client shall be responsible for providing or paying for single-occupancy accommodations for the Driver at a commercial hotel or motel with a minimum 2-star rating or equivalent.

  2. Driver accommodations must be:

    1. Located within reasonable proximity to the Client's overnight location;
    2. Pre-approved by the Company; and
    3. Confirmed at least 7 calendar days prior to the Charter date.

6.3 Charter Duration and Extensions

  1. Charter duration shall be calculated from the scheduled pick-up time until the completion of the final drop-off, including any waiting time in between.

  2. Extensions of the Charter beyond the scheduled return time may be granted at the Driver's discretion, subject to:

    1. Driver availability and hours of service limitations;
    2. Vehicle availability;
    3. Road and weather conditions; and
    4. Application of excess hour charges as specified in Section 4.2.

  3. The Company reserves the right to deny any extension request that would:

    1. Violate hours of service regulations;
    2. Create unsafe operating conditions; or
    3. Conflict with subsequent Charter commitments.

7. Client and Passenger Conduct

7.1 Client Responsibilities

The Client shall:

  1. Provide an accurate count of the number of Passengers at least 7 calendar days prior to the Charter;
  2. Ensure that the number of Passengers does not exceed the legal capacity of the Vehicle;
  3. Inform all Passengers of these Terms and any applicable conduct requirements;
  4. Designate an on-board Client representative for all Charters who shall be the primary point of contact for the Driver during the Charter;
  5. Ensure that all pick-up and drop-off locations are legally accessible to the Vehicle;
  6. Provide detailed itineraries and route information at least 7 calendar days prior to the Charter; and
  7. Ensure that all luggage, equipment, and cargo complies with the storage capacity and weight restrictions of the Vehicle.

7.2 Passenger Conduct

The Client shall ensure that all Passengers:

  1. Remain seated with seatbelts fastened (if equipped) while the Vehicle is in motion;
  2. Comply with all instructions issued by the Driver regarding safety matters;
  3. Refrain from any behavior that may distract the Driver or interfere with the safe operation of the Vehicle;
  4. Do not damage, deface, or vandalize any part of the Vehicle;
  5. Dispose of trash in designated receptacles;
  6. Do not possess or consume alcoholic beverages on the Vehicle at any time;
  7. Do not possess or use illegal drugs or cannabis (regardless of legal status in the jurisdiction);
  8. Do not possess weapons, explosives, or other dangerous items;
  9. Do not engage in disorderly, disruptive, obscene, harassing, or threatening behavior; and
  10. Comply with all applicable federal, provincial, and local laws and regulations.

7.3 Permitted Medications

  1. Passengers may possess and use prescription medications that have been legally prescribed to them by a licensed healthcare provider, provided such medications are taken in accordance with the prescribed dosage and instructions.
  2. Passengers who must carry prescription medications that are controlled substances must keep such medications in their original prescription containers with clearly visible prescription labels.

7.4 Smoking and Vaping

Smoking and vaping are strictly prohibited at all times inside the Vehicle and within 10 meters of the Vehicle.

7.5 Right to Refuse Service or Terminate Charter

  1. The Driver, acting as the Company's agent, has the authority to:

    1. Refuse boarding to any individual who appears to be intoxicated, under the influence of illegal substances, or who poses a safety risk;
    2. Remove any Passenger who violates these Terms or engages in disruptive behavior during the Charter; and
    3. Terminate the Charter and return all Passengers to the point of origin or other safe location if, in the Driver's reasonable judgment:
      1. Continuing the Charter would pose a safety risk;
      2. Multiple Passengers are engaging in prohibited conduct;
      3. The designated Client representative fails to cooperate in addressing conduct violations; or
      4. Any circumstance arises that makes the safe completion of the Charter impossible or impracticable.

  2. In the event of Charter termination pursuant to this section:

    1. The Client shall not be entitled to any refund;
    2. The Client shall remain responsible for the full Charter fee plus any additional costs incurred; and
    3. The Company shall not be responsible for arranging or paying for alternative transportation.

8. Vehicle Specifications and Equipment

8.1 Vehicle Assignment

  1. The Company reserves the right to assign the specific Vehicle for the Charter based on availability, passenger count, route requirements, and other operational factors.

  2. While the Company will make reasonable efforts to provide the vehicle type specified in the Service Agreement, the Company reserves the right to substitute an alternative Vehicle of comparable or superior quality if necessary.

  3. Minor variations in Vehicle specifications, features, or amenities shall not constitute grounds for cancellation or refund.

8.2 Vehicle Amenities

  1. The availability of specific amenities, including but not limited to restrooms, entertainment systems, Wi-Fi, power outlets, or refreshment services, shall be as specified in the Service Agreement.

  2. The Client acknowledges that certain amenities may be subject to limitations, including:

    1. Wi-Fi capacity and connectivity dependent on location and service availability;
    2. Entertainment system compatibility with specific media formats;
    3. Power outlet capacity and voltage limitations; and
    4. Restroom availability subject to service access for emptying and refilling.

  3. In the event of an amenity malfunction or unavailability due to technical issues, the Company will make reasonable efforts to address the issue but shall not be liable for any refund or compensation unless such amenity was specifically guaranteed in writing as an essential element of the Charter.

8.3 Storage and Luggage

  1. Storage capacity for luggage, equipment, and other items shall be limited to the designated storage areas of the Vehicle and shall be subject to weight restrictions and space limitations.

  2. The Client shall provide advance notice of any unusual or oversized items requiring transportation, including but not limited to sporting equipment, musical instruments, or display materials.

  3. The Company reserves the right to refuse transportation of any items that:

    1. Exceed weight or size limitations;
    2. Cannot be safely secured during transport;
    3. May cause damage to the Vehicle;
    4. Block aisles, exits, or emergency access; or
    5. Are prohibited by law.

8.4 Accessibility Features

  1. Wheelchair-accessible vehicles must be specifically requested at the time of booking and are subject to availability.

  2. The Client shall provide detailed information regarding any accessibility requirements at the time of booking to ensure appropriate Vehicle assignment.

9. Limitation of Liability

9.1 General Limitation

The Company's total liability for any loss, damage, or injury arising from the provision of Charter services shall be limited to the amount paid by the Client for the Charter. In no event shall the Company be liable for any indirect, special, incidental, consequential, or punitive damages.

9.2 Personal Property

  1. The Company shall not be responsible for loss, theft, or damage to any personal property brought into the Vehicle by Passengers, whether stored in luggage compartments or carried into the passenger area.

  2. Any items left in the Vehicle after the conclusion of the Charter shall be held at the Company's office for 30 calendar days and may be claimed by the Client or affected Passenger. After 30 calendar days, unclaimed items may be disposed of at the Company's discretion.

  3. The Company will make reasonable efforts to return valuable items (defined as items with an apparent value exceeding $100) to the Client, at the Client's expense.

9.3 Travel Delays

  1. The Company shall not be liable for delays caused by:

    1. Traffic congestion or road construction;
    2. Weather conditions;
    3. Vehicle mechanical issues not resulting from inadequate maintenance;
    4. Acts or omissions of the Client or Passengers;
    5. Border crossing or security inspection delays;
    6. Force Majeure events; or
    7. Any other circumstances beyond the Company's reasonable control.

  2. The Client acknowledges that published or estimated travel times are approximations only and are not guaranteed.

9.4 Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms if such failure or delay is caused by a Force Majeure event, provided that the affected party:

  1. Promptly notifies the other party of the Force Majeure event;
  2. Takes reasonable steps to minimize the impact of the Force Majeure event; and
  3. Resumes performance as soon as practicable after the Force Majeure event has been resolved.

10. Insurance and Indemnification

10.1 Company Insurance

  1. The Company maintains insurance coverage as required by applicable laws and regulations, including:

    1. Commercial automobile liability insurance;
    2. General commercial liability insurance; and
    3. Workers' compensation insurance for employees.

  2. Upon written request, the Company shall provide the Client with a certificate of insurance evidencing such coverage.

  3. The Company's insurance shall be primary with respect to the operation of the Vehicle and the actions of the Driver in the course of providing Charter services.

10.2 Client Insurance Recommendations

  1. The Company strongly recommends that the Client maintain appropriate insurance coverage for its own protection, including but not limited to:
    1. Commercial general liability insurance;
    2. Event cancellation insurance for special events;
    3. Participant accident insurance for sporting events or activities; and
    4. Travel insurance for extended trips.

10.3 Indemnification

  1. The Client hereby agrees to indemnify, defend, and hold harmless the Company, its officers, directors, employees, agents, and representatives from and against any and all claims, liabilities, losses, damages, costs, and expenses, including reasonable attorney's fees, arising out of or related to:

    1. The Client's breach of these Terms;
    2. The acts or omissions of the Client's Authorized Representatives;
    3. The conduct of Passengers during the Charter;
    4. Any damage to the Vehicle caused by Passengers;
    5. Any violation of applicable laws or regulations by Passengers; or
    6. Any other act or omission by the Client or Passengers in connection with the Charter.

  2. This indemnification obligation shall survive the termination or completion of the Charter.

11. Intellectual Property and Privacy

11.1 Intellectual Property Rights

  1. All intellectual property rights in and to the Company's name, logo, website, marketing materials, and proprietary information shall remain the exclusive property of the Company.

  2. The Client shall not use the Company's name, logo, or other intellectual property in any advertising, promotional materials, or public statements without the prior written consent of the Company.

11.2 Privacy and Data Protection

  1. The Company collects and processes personal information in accordance with its Privacy Policy and applicable privacy laws.

  2. The Client represents and warrants that it has obtained all necessary consents from Passengers for the collection and sharing of any personal information provided to the Company for the purpose of fulfilling the Charter.

  3. The Company shall use personal information only for the purposes of:

    1. Fulfilling its obligations under the Service Agreement;
    2. Complying with applicable laws and regulations;
    3. Ensuring the safety and security of Passengers and the Vehicle; and
    4. Other legitimate business purposes as disclosed in the Company's Privacy Policy.

12. Dispute Resolution

12.1 Informal Resolution

In the event of any dispute arising from or relating to these Terms or the Charter services, the parties shall first attempt to resolve the dispute through good-faith negotiations between authorized representatives of each party.

12.2 Mediation

If the dispute cannot be resolved through informal negotiations within 30 calendar days, either party may request that the dispute be submitted to non-binding mediation conducted by a mutually acceptable mediator in Regina, Saskatchewan. The costs of mediation shall be shared equally by the parties.

12.3 Arbitration or Litigation

If the dispute cannot be resolved through mediation within 60 calendar days of the commencement of mediation, either party may initiate:

  1. Binding arbitration in accordance with the Arbitration Act of Saskatchewan, with such arbitration to be conducted in Regina, Saskatchewan; or
  2. Legal proceedings in the courts of Saskatchewan.

12.4 Choice of Law and Venue

These Terms shall be governed by and construed in accordance with the laws of the Province of Saskatchewan and the federal laws of Canada applicable therein, without giving effect to any choice of law or conflict of law provisions. The parties hereby irrevocably submit to the exclusive jurisdiction of the courts of Saskatchewan for any litigation arising out of or relating to these Terms.

13. Miscellaneous Provisions

13.1 Assignment

  1. The Client shall not assign or transfer any rights or obligations under these Terms without the prior written consent of the Company.

  2. The Company may assign its rights and obligations under these Terms to any successor entity resulting from a merger, acquisition, or reorganization, or to any purchaser of substantially all of its assets, without the Client's consent.

13.2 Severability

If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent permitted by law.

13.3 Notices

All notices required or permitted under these Terms shall be in writing and shall be deemed effective when:

  1. Delivered in person;
  2. Sent by registered or certified mail, return receipt requested;
  3. Sent by courier with delivery confirmation; or
  4. Sent by email with delivery and read receipt, provided that a copy is also sent by one of the methods in subsections (1), (2), or (3) within 3 Business Days.

13.4 Waiver

The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by the waiving party.

13.5 Relationship of Parties

Nothing in these Terms shall be construed to create a partnership, joint venture, agency, or employment relationship between the Company and the Client.

13.6 Survival of Terms

Any provisions of these Terms that by their nature should survive termination shall survive termination, including but not limited to provisions concerning payment obligations, limitation of liability, indemnification, intellectual property, and governing law.

13.7 Entire Agreement

These Terms, together with the Service Agreement and any documents explicitly incorporated by reference, constitute the entire agreement between the Client and the Company with respect to the subject matter hereof and supersede all prior oral or written agreements, representations, and understandings between the parties.

13.8 Amendments

No amendment or modification of these Terms shall be effective unless in writing and signed by authorized representatives of both parties.

13.9 Counterparts

The Service Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures and facsimile signatures shall be treated as original signatures for all purposes.

14. Specific Provisions for International Charters

14.1 Border Crossing Requirements

  1. For Charters that involve crossing international borders, the Client shall be solely responsible for:

    1. Ensuring that all Passengers possess valid passports and any required visas or travel authorizations;
    2. Providing accurate passenger manifests and other documentation required by customs and immigration authorities;
    3. Informing Passengers of all applicable customs, immigration, and security requirements; and
    4. Ensuring compliance with all applicable regulations regarding the transportation of goods across international borders.

  2. The Company shall not be liable for any delays, detours, or Charter cancellations resulting from the failure of any Passenger to comply with international travel requirements.

14.2 Additional Costs

  1. The Client acknowledges that international Charters may incur additional costs not included in the standard Charter fee, including but not limited to:

    1. Border crossing fees and tolls;
    2. Vehicle permits and registrations for international operation;
    3. Driver accommodations in accordance with international hours of service regulations;
    4. Currency exchange fees; and
    5. Communication expenses.

  2. Such additional costs shall be specified in the Service Agreement to the extent they can be reasonably anticipated or shall be invoiced to the Client after the completion of the Charter in accordance with Section 4.2.

BY ENGAGING THE SERVICES OF ENGELHEIM CHARTER INC., THE CLIENT ACKNOWLEDGES THAT IT HAS READ, UNDERSTOOD, AND AGREED TO BE BOUND BY ALL TERMS AND CONDITIONS SET FORTH HEREIN.

For questions regarding these Terms of Service, please contact Engelheim Charter Inc. at (306) 566-9300 or [email protected].