Terms of Service
SenAer Trading Limited Terms of Service
14 January 2021Please read these terms in their entirety. THESE TERMS OF SERVICE ("AGREEMENT") ARE A LEGALLY BINDING AGREEMENT BETWEEN YOU ("YOU" OR "YOUR") AND SENAER TRADING LIMITED ("SENAER", "WE" OR "OUR"). BY CHECKING THE APPROPRIATE BOX DURING REGISTRATION, YOU ARE INDICATING THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND AND ACCEPT IT, AND THAT YOU CONSENT TO, AND AGREE TO BE BOUND BY ALL OF ITS TERMS AND CONDITIONS.
This Agreement includes the SenAer Privacy Policy, which is incorporated into this Agreement by reference.
1. Description and Eligibility Welcome to SenAer's online service, which provides a venue for bidding, trading, information, commentary, and discussion concerning aviation assets primarily aircraft metal, bodies and engines and other related investment assets and/or opportunities (the "Service").
SenAer is not a broker/dealer, financial institution, or financial advisor. SenAer does not provide brokerage services, financial advisory services, or financial products. Any information you may encounter through the Service reflects only the opinions of its respective author. Under no circumstances does any information you may encounter through the Service, including but not limited to any SenAer facilitation of communication between users of the Service or deployment of financial models, represent a recommendation by SenAer or any SenAer personnel to buy or sell securities or any other asset or investment, nor an endorsement of any User as an investment adviser or otherwise. SenAer and its licensors are not responsible or liable for the accuracy, usefulness or availability of any information made available through the Service ("SenAer Content"), make no representation as to the accuracy or completeness of any SenAer Content including User-Supplied Content (as defined below) resulting from the use or access of the Service, and shall not be responsible or liable for any trading or investment decisions based on such information.
2. Privacy For information regarding SenAer's use of information collected in connection with the Service, please refer to the SenAer Privacy Policy.
3. Accounts and Registration Each SenAer member ("User") may establish one (1) User account ("Account"). You agree that you will not allow any others to use or access your User identification, password (to the extent a password is required to access the Service) and/or your Account. Such account may be suspended or revoked by SenAer at any time for any violation by User of this Agreement or any applicable SenAer policy, as the same may be amended from time to time.
All user accounts are registered in a service subscription plan. All service subscription plans have one year terms, are auto-renewed unless cancelled 30 days in advance of expiration by user in writing to corporate@senaertrading.com, or unless cancelled by SenAer in its sole discretion. SenAer will provide notice to Users of expiration of paid subscription plans 60 days prior to expiration.
4. User Status and Interaction Users are "Unvalidated" until SenAer has determined, in its sole and exclusive discretion, either that the domain name of the User's e-mail provided as part of the Account registration process is an actual company affiliated with the finance or aviation industry or that the User has a bona fide professional reason to use the Service in the manner in which SenAer intends the Service to be used, and that the User has access to the e-mail account. After SenAer has done so, the User will be identified as "Validated" on the Service. Users acknowledge that the identification of a User as "Validated" means only that the User appears to have accurately represented their identity to SenAer in the course of the registration process. SenAer reserves the right, in its sole and absolute discretion, to reject or condition any Validated or Unvalidated Account. Users may affiliate themselves with specific aircraft portfolios ("Deals") and their respective roles therein or relationship thereto ("Deal Role"). Users acknowledge that Deal Roles are entirely self-reported, that SenAer does not confirm Deal Roles, and that SenAer's report of a User's documentary verification of a Deal Role means only that the User has provided an electronic copy of a document that the User asserts will support such User's assertion of their Deal Role. Users may communicate with each other within the Service based on the specific Deals with which they are affiliated and the specific Deal Roles each User has. Users are entirely responsible for their choices concerning with whom they communicate and the content of that communication. SenAer's rules do not state or imply that any given communication among Users is endorsed by SenAer, nor that any communication or use is compliant with applicable law or regulation. Any User-matching functionality is intended solely as a means for Users to locate other Users with whom they may be interested in conversing, and SenAer's matching of Users for such a purpose does not constitute investment advice, underwriting, placement, endorsement of any subsequent action on the part of any User, nor a representation that such a conversation would be compliant with applicable law or regulation.
5. User-Supplied Content Certain portions of the Service may allow Users to upload and share information with each other ("User-Supplied Content"). You expressly acknowledge and agree that SenAer personnel (including without limitation SenAer employees, consultants and subcontractors) may review any User-Supplied Content, regardless of the usage preferences you may set, provided that SenAer personnel (including without limitation SenAer employees, consultants and subcontractors) agree to maintain the confidentiality of any such information, subject to provisions of law. By posting User-Supplied Content to any area of any SenAer Service, including, without limitation, blog comments, message boards and discussion forums, you grant SenAer and its affiliates the royalty-free, non-exclusive license to create aggregated (as this phrase is defined and/or outlined in Section 1.4 of the SenAer Privacy Notice) derivative works from the User-Supplied Content as permitted in the Privacy Notice.
SenAer takes no responsibility and assumes no liability for any content, whether User-Supplied Content or otherwise, that you or any other Users or third parties post or send over the Service. You understand and agree that any loss or damage of any kind that you suffer as a result of the use of any User-Supplied Content that you make available or access from other Users through your use of the Service is solely your risk and your responsibility, and no user shall be liable or responsible for any such loss or damage of any kind suffered by you. You hereby agree to reasonably indemnify and hold harmless SenAer from any and all claims directly resulting from any User-Supplied Content that you supply, except to the extent such claim is the result of gross negligence, wilful misconduct or fraud on the part of SenAer or SenAer Affiliates. In addition to the above, you acknowledge and agree that SenAer or any User may access, review, store, reproduce and/or disclose, as applicable, any relevant User-Supplied Content if required to do so by law, regulation, EU directive, court order or other legal process. In the event that SenAer is requested or required (including, without limitation, by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process), in connection with any proceeding by or before a governmental, EU or judicial authority, regulatory or administrative body or securities exchange, or by law, rule, or regulation (collectively, "Law"), to disclose any User-Supplied Content, SenAer will give you, to the extent permitted by law or regulation, written notice of such request or requirement as promptly as practicable so that you may at your own cost seek an appropriate order or other remedy protecting the User-Supplied Content from disclosure, and SenAer will reasonably co-operate with you (as requested by you in writing, and at your sole expense) to obtain such protective order or other remedy where such co-operation does not (in SenAer's sole discretion, acting reasonably) prejudice SenAer legally or otherwise. In the event that a protective order or other remedy is not obtained or you waive your right to seek such an order or other remedy, SenAer may, without liability under this Agreement, furnish only that portion of the User-Supplied Content which SenAer reasonably believes, after consultation with SenAer's counsel, that SenAer is required or requested by law to disclose; provided that SenAer gives you written notice of the information to be disclosed as far in advance of its disclosure as reasonably practicable and legally permissible and uses commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to such disclosed User-Supplied Content.
SenAer has designed the Service to require at certain stages in the bidding process the execution of a legally binding non-disclosure agreement ("NDA") by relevant parties participating in the Service. This NDA process seeks to assist Users in protecting their information within the Service process.
6. Usage Restrictions You may not transfer your Account to any other person. You may not display, link or stream SenAer Content (other than your own User-supplied content) on a third party's web page or service or in any other manner.
7. Code of Conduct and Anti-Corruption You agree to not misrepresent your identity on the SenAer site, and to conduct yourself in a professional manner and in good faith. You agree to comply in all material respects with all laws and regulations applicable to any activity you undertake in connection with the Service, including without limitation any laws and regulations governing the offering, sale and purchase of any form of aviation asset, aircraft, engine or associated matters.
Each Party hereby undertakes that, at the date of the entering into force of this Agreement, itself, its directors, officers or employees have not offered, promised, given, authorised, solicited or accepted any undue pecuniary or other advantage of any kind (or implied that they will or might do any such thing at any time in the future) in any way connected with the Contract and that it has taken reasonable measures to prevent subcontractors, agents or any other third parties, subject to its control or determining influence, from doing so.
The Parties agree that, at all times in connection with and throughout the course of this Agreement and thereafter, they will comply with and that they will take reasonable measures to ensure that their subcontractors, agents or other third parties, subject to their control or determining influence, will comply with Part I of the ICC Rules on Combating Corruption 2011, which is hereby incorporated by reference into this Agreement, as if written out in this Agreement in full.
If a Party, as a result of the exercise of a contractually-provided audit right, if any, of the other Party's accounting books and financial records, or otherwise, brings evidence that the latter Party has been engaging in material or several repeated breaches of the provisions of Part I of the ICC Rules on Combating Corruption 2011, it will notify the latter Party accordingly and require such Party to take the necessary remedial action in a reasonable time and to inform it about such action. If the latter Party fails to take the necessary remedial action, or if such remedial action is not possible, it may invoke a defence by proving that by the time the evidence of breach(es) had arisen, it had put into place adequate anti- corruption preventive measures, as described in Article 10 of the ICC Rules on Combating Corruption 2011, adapted to its particular circumstances and capable of detecting corruption and of promoting a culture of integrity in its organization. If no remedial action is taken or, as the case may be, the defence is not effectively invoked, the first Party may, at its discretion, either suspend this Agreement or terminate it, it being understood that all amounts contractually due at the time of suspension or termination of this Agreement will remain payable, as far as permitted by applicable law.
Any entity, whether an arbitral tribunal or other dispute resolution body, rendering a decision in accordance with the dispute resolution provisions of this Agreement, shall have the authority to determine the contractual consequences of any alleged non-compliance with this ICC Anti-corruption Clause.
8. Indemnity You agree to defend, indemnify, and hold harmless SenAer from and against any claims, actions or demands SenAer suffers, including without limitation reasonable and documented legal fees, directly resulting from: (a) any illegal, or unauthorized use by anyone to whom you have given permission to use your User name, password and/or Account, (b) any User-Supplied Content or other material you supply to any SenAer Service, including, without limitation, any claim by a third party that any such User-Supplied Content or material you supply infringes on such third party's intellectual property rights, (c) your use of any SenAer Content, including User- Supplied Content (d) your breach of the terms of this Agreement, including without limitation the Code of Conduct in section 7 hereof, or (e) any dispute between you and another User, provided, that, in no event will you be obligated to indemnify SenAer to the extent any claim, action or demand is the result of the gross negligence, wilful misconduct or fraud of any SenAer employee or affiliated party. Each party acknowledges that monetary remedies may be inadequate to protect against inappropriate disclosure of SenAer Content and that injunctive relief may be appropriate to protect such rights. Each party acknowledges that a member who has posted Content on SenAer (the "Disclosing Party") may be irreparably damaged to the extent that any of the terms of this Agreement are violated and agrees that the Disclosing Party may seek, at its own expense, (a) issuance of an injunction restraining the unauthorized copying, duplication, use, dissemination or disclosure of any Content by a party who is the recipient of such content (the "Receiving Party"), or (b) any other legal or equitable remedies, which shall be cumulative with and not exclusive of any other remedy or remedies. This agreement to defend, indemnify, protect, save and hold harmless shall be in addition to any other obligations or liability we may have at law
9. Termination SenAer may, in its sole discretion, terminate this Agreement or suspend your Account at any time upon written notice to you in the event that you breach (or SenAer reasonably suspects that you have breached) any provision of this Agreement, or if SenAer is unable to verify or authenticate any information you submit to SenAer as part of the registration process, or in the event of your inappropriate use of the service or violation of any of SenAer's policies as determined at SenAer's sole discretion. If SenAer terminates this Agreement, or suspends your Account for any of the reasons set forth in this paragraph, you agree that you forfeit any amounts you have paid SenAer. Upon termination of this Agreement for any reason, all of your rights to use the Service and materials shall immediately terminate, and you shall immediately cease using all SenAer Content (other than your own User- Supplied content) except for internal compliance retention purposes; provided, however, that you are still responsible under the terms of this Agreement for any and all actions you may have taken prior to termination.
10. Disclaimer of Liability and Warranty SenAer's disclaimers of liability in this Section are in addition to any other disclaimers elsewhere in this Agreement. SenAer has the right, but not the obligation, to monitor, and restrict the contribution of and/or remove User-Supplied Content, in SenAer's sole discretion. SenAer has no liability or responsibility to Users for performance or non-performance of such activities. SenAer is not responsible to you for your reliance on or use of any content or materials constituting all or part of any SenAer Content, including any User-Supplied Content, or any other aspect of the Service. By viewing the Service, you may be exposed to content that you rely upon to your detriment. You take sole responsibility for such exposure and reliance. THE SERVICE IS PROVIDED ON AN "AS IS" BASIS WITHOUT ANY WARRANTIES OF ANY KIND EXCEPT AS EXPRESSLY STATED HEREIN. SENAER, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE ABOVE, SENAER MAKES NO WARRANTIES THAT (A) THE SERVICE WILL BE ACCURATE, RELIABLE, COMPLETE, OR TIMELY, (B) THE SERVICE WILL OPERATE ERROR-FREE OR FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS (PROVIDED, HOWEVER, THAT SENAER SHALL USE SENAER'S COMMERCIALLY REASONABLE EFFORTS TO SECURE AND DEFEND ITS PRODUCTS AND SYSTEMS FROM ANY COMPUTER VIRUS OR OTHER HARMFUL MECHANISM), (C) THE SENAER CONTENT INCLUDING THE USER GENERATED CONTENT WILL BE ACCURATE OR COMPLETE. EXCEPT IN THE CASE OF SENAER WILFUL MISCONDUCT OR GROSS NEGLIGENCE, YOU WILL NOT HOLD SENAER RESPONSIBLE FOR ANY DAMAGES THAT RESULT FROM YOU ACCESSING THE SERVICE OR USING THE SERVICE AND/OR THE SENAER CONTENT AND/OR THE USER GENERATED CONTENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE OTHER THAN A WRITTEN AGREEMENT EXECUTED BY A DULY AUTHORISED OFFICER OF SENAER SHALL CREATE A WARRANTY IN ANY WAY WHATSOEVER RELATING TO OR GIVEN BY SENAER. UNDER NO CIRCUMSTANCES SHALL SENAER BE LIABLE FOR ANY UNAUTHORISED USE OF THE SERVICE AND/OR THE SENAER CONTENT.
11. Limitation of Liability IN NO EVENT SHALL SENAER, ITS OFFICERS, AGENTS, LICENSORS OR SUBCONTRACTORS, BE LIABLE TO YOU OR ANY THIRD PARTY FOR (a) ANY DAMAGES WHATSOEVER, EXCEPT IN THE CASE OF WILFUL MISCONDUCT OR GROSS NEGLIGENCE BY SENAER, ITS OFFICERS, AGENTS, LICENSORS OR SUBCONTRACTORS IN THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER OR PURSUANT TO SECTION 9 HEREOF, OR (b) ANY DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST INCOME, PROFIT, OR GOODWILL, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION, IN EACH CASE RELATING IN ANY WAY TO ANY ELEMENT OF THE SERVICE, WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EXCEPT IN THE CASE OF WILFUL MISCONDUCT OR GROSS NEGLIGENCE BY SENAER, ITS OFFICERS, AGENTS, LICENSORS OR SUBCONTRACTORS IN THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER. TO THE EXTENT THAT IN A PARTICULAR CIRCUMSTANCE ANY DISCLAIMER OR LIMITATION ON DAMAGES OR LIABILITY SET FORTH HEREIN IS PROHIBITED BY APPLICABLE LAW, THEN, INSTEAD OF THE PROVISIONS HEREOF IN SUCH PARTICULAR CIRCUMSTANCE, SENAER, SHALL BE ENTITLED TO THE MAXIMUM DISCLAIMERS AND/OR LIMITATIONS ON DAMAGES AND LIABILITY AVAILABLE AT LAW OR IN EQUITY BY SUCH APPLICABLE LAW IN SUCH PARTICULAR CIRCUMSTANCE. Notwithstanding the foregoing, and excepting instances of wilful misconduct, gross negligence or fraud, in no event shall SenAer's liability to you for any and all claims, damages, losses, and causes of action (whether in contract, tort or otherwise) exceed the greater of the amount you have actually paid to SenAer for accessing the Service or €30,000.
12. Notices SenAer may provide you with any notices under this Agreement by means of a prominent posting on the Service, by e-mail, or by sending a message to you through the Service.
13. Governing Law and Exclusive Jurisdiction These Terms of Service, this Agreement and the provision of all Services, including the use of the SenAer site, and any dispute, controversy, claim, suit, action, or proceeding of whatever nature arising out of or in any way related to them, including the provision of all Services, and the use of the SenAer site are governed by and shall be construed by laws of the Republic of Ireland. Subject to the parties' agreement to arbitrate, you irrevocably agree to submit to the exclusive jurisdiction of the courts of Ireland to hear and determine any and all claims, suits, actions or proceedings arising out of or relating to these Terms of Service, this Agreement and the provision of all Services, including the use of the SenAer site.
14. Disputes, Claims and Arbitration Agreement Any action hereunder by a User must be brought, if at all, from the earlier of (a) the time permitted for such action by the applicable statute of limitations or (b) within one (1) year from the date upon which you first become aware of the cause of action.
The parties agree that all disputes, claims and controversies arising out of, or relating to, this Agreement, including any alleged breach thereof, or any element of the Service, and your use of any element of the Service (including the arbitrability of any claim or dispute and the enforceability of this paragraph), or to any other alleged act or omission by you or SenAer, shall be determined exclusively by final and binding arbitration. The seat of and place of the arbitration shall be Dublin, Ireland and the law applicable to the arbitration and the conduct of the arbitration shall be Irish law. The language of the arbitration shall be English.
The arbitration shall be conducted and administered by the International Centre for Dispute Resolution ("ICDR") in accordance with its International Arbitration Rules.
Once the demand for arbitration is initiated, the parties agree to attempt to settle any controversy or claim arising out of or relating to this contract or a breach thereof by mediation administered by the International Centre for Dispute Resolution under its International Mediation Rules. Mediation will proceed concurrently with arbitration and shall not be a condition precedent to any stage of the arbitration process.
Claims, disputes and /or controversies shall be heard by a single arbitrator, unless the claim amount exceeds €1,000,000, in which case the dispute shall be heard by a panel of three arbitrators.
Except as expressly set forth in this paragraph, you and SenAer may litigate in court only to compel arbitration under this Agreement to enter judgment on the award rendered by the arbitrators, or to vacate or modify the arbitrators' award to the minimum extent and only for the specific reasons permitted by applicable law. To the fullest extent permitted by applicable law: no arbitration under this Agreement shall be joined to an arbitration involving any other current or former licensee of SenAer, whether through class arbitration proceedings or otherwise; no finding or stipulation of fact in any other arbitration, judicial or similar proceeding may be given preclusive or collateral estoppel effect in any arbitration hereunder (unless determined in another proceeding between you and SenAer); and no conclusion of law in any other arbitration may be given any weight in any arbitration hereunder (unless determined in another proceeding between you and SenAer). To the extent that you have breached this Agreement in any manner which violates SenAer's or any of its licensor's intellectual property rights, or may reasonably cause continuing or irreparable harm to SenAer (including, but not limited to, any breach that may impact SenAer's or it's licensor's intellectual property rights, or a breach by reverse engineering), SenAer may seek injunctive relief, or any other appropriate relief, in any court of competent jurisdiction in addition to all other remedies provided by this Agreement or available at law. This Agreement and any arbitration involving the terms hereof shall be governed under the laws of the Republic of Ireland, without regard to conflict of law principles.
The arbitrator(s) shall award to the prevailing party, if any, as determined by the arbitrators, all of their costs and fees. "Costs and fees" means all reasonable pre-award expenses of the arbitration, including the arbitrators' fees, administrative fees, travel expenses, out-of-pocket expenses such as copying and telephone, court costs, witness fees, and attorneys' fees. The award of the arbitrators shall be accompanied by a reasoned opinion. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.
15. International SenAer makes no claims that the SenAer Content may be lawfully viewed or accessed outside of the European Union or United States. Access to the SenAer Content may not be legal by certain persons or in certain countries or jurisdictions. If you access the Service from outside of the European Union or United States or provide any SenAer Content including User-Supplied Content to any third party not a European Union or United States citizen, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction and/or the jurisdiction of the third party receiving such content. Please refer to the SenAer Privacy Notice in relation to transfers outside of the European Economic Area by SenAer.
16. General You understand and agree that, except as expressly set forth herein, this Agreement is not intended to confer and does not confer any rights or remedies upon any person other than the parties to this Agreement. The headings used in this Agreement are for convenience only, and will have no effect on the interpretation or legal enforceability of the terms herein. This Agreement is governed by the internal substantive laws of the state of New York, without respect to its conflict of laws principles. The United Nations Convention of Contracts for the International Sale of Goods will not govern this Agreement, and is hereby expressly excluded. Capitalised terms and expressions shall have the meaning set forth in this Agreement. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. Either SenAer's or your failure to pursue any available claim or defence pursuant to this Agreement or otherwise will not be a waiver of such claim or defence. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term. Except as expressly provided in a separate executed agreement, additional terms of use for areas of the Service, or a specific "Legal Notice", this Agreement and the Privacy Notice, constitute the entire agreement between you and SenAer with respect to the use the Service. This Agreement will bind and inure to the benefit of each party's permitted successors and assigns. However, this Agreement is personal to you and may not be transferred, assigned or delegated to anyone. Any attempt by you to assign, transfer or delegate this Agreement shall be null and void. Notwithstanding anything to the contrary in this Agreement, the indemnity provided by SenAer to you in Section 9 above shall survive termination of this Agreement.
17. Changes to the Agreement SenAer reserves the right, in its sole discretion, to change, modify or otherwise alter these terms and conditions and/or any of SenAer's policies or other terms and conditions of use with 30 day advance notification, or with no prior notification where changes are required to comply with legal or statutory obligations. If you have established an Account, we will inform you of any material modifications to this Agreement that affect your obligations to SenAer or any other users, or our obligations to you by: (a) sending you an email at the email address you provided as part of the registration process or including a notice in our regular email correspondence to you or (b) by a message to you at the time you log into the Service. If you do not agree with any such modifications, your sole remedy is the termination of your Account, which you may request by sending an email to corporate@senaertrading.com. Your continued use of the Service after receiving notice of any modifications indicates your acceptance of the modified Agreement.