1. General Terms and Conditions 

1.1. All present and futures business relationships between the Client and Aerodrom Ljubljana - together the contracting parties - shall be subject to these General terms and Conditions exclusively. The version valid at the time the Contract / Agreement is concluded shall be applicable.

1.2. These General Terms and Conditions shall also apply for future contractual relationships even if these General terms and Conditions are not expressly referred to in collateral contracts and/or agreements.

1.3. Should individual provisions of these General Terms and Conditions be or become void or contain a gap, the contracting parties shall be obliged to replace the void provision or the gap with a clause that comes as close as possible economically and legally to the intention of the contracting parties.

2. Scope of Training Services of Aerodrom Ljubljana

2.1. The scope of each particular training assignment, details of the kind of service, form, topic and target, etc shall be individually determined by the Client and Aerodrom Ljubljana through the relevant contract or agreement.

2.2. Aerodrom Ljubljana does not warrant a particular success of any of its services. 

2.3. Aerodrom Ljubljana is authorized to use specialist and other third parties - subcontractors –, in whole or in part, for the implementation of the contract by Aerodrom Ljubljana.

2.4. Aerodrom Ljubljana chooses at its sole discretion which employees will be scheduled for the implementation of the contract and reserves the right to replace at any time individual employees.

2.5. During the validity of the contract and for a period of one (1) year after its termination, the Client shall agree not to enter into any kind of business transactions with persons employed by Aerodrom Ljubljana to perform the contractual duties of Aerodrom Ljubljana. In particular, the Client shall not employ said persons to render training services the same or similar to those offered by Aerodrom Ljubljana.

3. Amendments and Additional Services

3.1. In case Aerodrom Ljubljana provides additional services that fall outside the agreed framework, at the request or with the prior written approval of the Client, these change orders or additional orders shall be paid by the Client according to the standard rates of Aerodrom Ljubljana. However, Aerodrom Ljubljana is not obliged to comply with an additional or amended request of the Client and may require that a separate written agreement is first conclude in this respect. 

3.2. In case the services required constitute a modification of the services already required, this will be considered as well as additional services and be charged accordingly. 

4. Clients obligation to Provide Information / Declaration of Completeness

4.1. The Client shall ensure that during the performance of the training services, the organization conditions in the Client’s place of business or the place of performance of the training services allow the training process to proceed in a timely and undisturbed manner. Working conditions which are insufficient or different for those agreed upon may lead to a delay, and the cost of such delay shall be for the account of the Client.

4.2. The Client shall, in a timely manner, free of charge and without special request on the part of Aerodrom Ljubljana, provide Aerodrom Ljubljana with all documents, procedures and information necessary to fulfill and perform the training assignment and inform Aerodrom Ljubljana of all activities and circumstances pertinent to the performance of the training assignment and which could be of significance in contract implementation. This includes all documents, activities and conditions and circumstances that become known or available during the performance of the training assignment.

4.3. The Client confirms the accuracy and completeness of the documents delivered by the Client as well as the Client’s information and verbal explanations with regard to these documents. 

5. Maintenance of Independence

5.1. The contracting parties shall be committed to mutual loyalty. 

6. Reporting 

6.1. Aerodrom Ljubljana shall be obligated to report to the Client on the progress of the services performed.

6.2. Aerodrom Ljubljana shall submit any deliverable in a timely manner, depending on the type of assignment.

6.3. Aerodrom Ljubljana shall not be bound by directives while performing the agreed services and shall be free to act at its own discretion.

6.4. Aerodrom Ljubljana shall not be required to perform its services in a particular place or to keep particular working hours.

7. Protection of Intellectual Property

7.1. Aerodrom Ljubljana shall retain all copyrights to any works done by Aerodrom Ljubljana and/or by persons working for Aerodrom Ljubljana and/or its subcontractors (including but not limited to tenders, reports, analyses, expert opinions, organization charts, programmes, performance descriptions, drafts, calculations, drawings, data media, etc). During the contract period and after its termination, the Client may use these materials exclusively for the purposes described under the contract. Therefore, the Client shall not be entitled to copy or distribute these materials without the explicit written consent of Aerodrom Ljubljana.

7.2. Any breach or violation of this provision by the Client shall entitle Aerodrom Ljubljana to terminate the contract and to enforce other legal measures, in particular for restraint and/or damages. 

8. Warranties

8.1. Aerodrom Ljubljana shall be entitled, regardless of fault, to correct any errors and/or inaccuracies in the work of Aerodrom Ljubljana which have become known subsequently. Aerodrom Ljubljana must inform the Client immediately about this matter. In such cases, the Client explicitly waives his right to claim compensation for damages resulting from such action and all other claims which the client might have arising out of such action of Aerodrom Ljubljana.

9. Liability / Damages

9.1. Aerodrom Ljubljana is not responsible for any damage caused during the execution of works under this contract, except in cases of wilful misconduct or gross negligence. In any case, Aerodrom Ljubljana is not responsible for any damage or loss of earnings.

9.2. Any claim for damages on the part of the Client may only be enforced by law with six (6) months after the incident upon which the claim is based has occurred. 

9.3 The Client shall furnish evidence of the fault of Aerodrom Ljubljana.

9.4. In any case, the aggregate limit of liability of Aerodrom Ljubljana under this contractual relationship shall not exceed the value of the remuneration paid by the Client to Aerodrom Ljubljana or 100.000,- Euro, whichever is the less. 

10. Confidentiality

10.1. Aerodrom Ljubljana shall maintain complete confidentiality concerning all confidential business matters made known to Aerodrom Ljubljana in the course of the services performed, especially trade and company secrets and any other confidential information concerning type and/or scope of business and/or practical activities of the Client.

10.2. Aerodrom Ljubljana shall not be obligated to maintain confidentiality towards any person working for Aerodrom Ljubljana or its representatives.

10.3 The obligation to maintain confidentiality shall survive one (1) year after the termination of the contract. 

11. Remuneration

11.1. For the performance of the services agreed upon, Aerodrom Ljubljana shall receive a remuneration agreed upon in advance between Aerodrom Ljubljana and the Client. The amount of fee is governed by the individual training contract. 

11.2. Aerodrom Ljubljana shall be entitled to render intermediate accounts and to demand payment on account as required by the progress of work. Remuneration shall be due and payable immediately after submission of the correspondent invoice, without any deduction. Aerodrom Ljubljana shall submit invoices containing all the elements required by law and tax requirements.

11.3. Any cash expenditures, expenses, travel expenses, etc shall be reimbursed to Aerodrom Ljubljana by the Client separately, upon submission of the correspondent invoice.

11.4. The Client has not right of set-off against or withholding from, payments due.

11.5. In the event that the work agreed upon is not completed due to reasons not imputable to Aerodrom Ljubljana or due to early termination of the contract by Aerodrom Ljubljana for cause, Aerodrom Ljubljana shall be entitled to claim payment in full of the remuneration agreed upon in advance, less expenses not incurred. In the event that a daily fee has been agreed upon, the Client shall pay for the number of days expected to be required for the entire contracted assignment, less expenses not incurred. Expenses not incurred shall be calculated as a lump sum consisting of 30% of the fee required for those services that Aerodrom Ljubljana did not perform by the date of termination of the contract.

11.6. If no other method of payment is agreed, payment shall be due and payable within thirty (30) days from invoice date. If within this period or any other period established in the corresponding contract, the invoice amount has not been settled by the Client, Aerodrom Ljubljana reserves the right to charge the Client the legally determined late payment interest rate determined by Slovenian law and which is published in the Official Gazette of the Republic of Slovenia, without any notice of default being required and in addition to any other rights, and until the entire amount is received by Aerodrom Ljubljana.

11.7. In the event that any invoice remains unpaid by more than thirty (30) calendar days after the date of submission of the invoice, Aerodrom Ljubljana reserves the right to suspend the services provided to the Client or take such an action as deem necessary in terms of the contractual agreement including, but not limited to, the termination of the contractual relationship. In these circumstances Aerodrom Ljubljana shall not be liable for any delays, losses or expenses resulting from such suspension and/or termination.

12. Eletronic Invoicing

12.1. Aerodrom Ljubljana shall be entitled to submit invoices electronically. The Client agrees explicitly to accept such invoices transmitted electronically. 

13. Duration of the Assignment

13.1. The duration of the assignment and due dates shall be regulated by the individual training contract. 

13.2. Notwithstanding the above, the contract may be terminated by either party at any time without notice for the following reasons:

- A breach of a provision of the contract

- A delay in the payment of any submitted invoice

- The beginning of insolvency proceeding by any of the Parties. 

14. Anti-Corruption

14.1. Any contract whereby anyone promises, offers or gives any undue advantage to a representative or agent of the company on behalf or for the account of the other contracting party in order to:

- obtain business, or

- enter into business under more favourable terms, or

- omit due oversight of the performance of contractual obligations, or

- engage in any other act or omission that causes damage to the company or provides an undue advantage to a representative or agent of the company, the other contractual party, or a representative, statutory representative or agent of the other contracting party;  

shall be null and void.

15. Final Provisions

15.1. The contracting parties declare that all information contained herein is accurate and made in good conscience. They shall be mutually obligated to immediately inform the other party of any changes.

15.2. Force Majeure: Events with constitute force majeure entitled Aerodrom Ljubljana to an extension for the completion of the contractual services for the length of time equal to the interference plus an appropriate start-up time. Industrial disputes may be considered a force majeure to the extent that these were unpredictable, severe and through no fault of either contracting party. Aerodrom Ljubljana shall immediately communicate to the Client the occurrence of such a force majeure event. 

15.3. Modifications of and amendments to the contract or these General Terms and Conditions shall be in written and signed by the legal representatives of the contracting parties. This also applies to a waiver of this requirement in written form.

15.4. The contractual relations between Aerodrom Ljubljana and the Client are governed by the substantive law of the Republic of Slovenia, excluding the conflict-of-law rules of international private law. Place of fulfillment is the registered business establishment of Aerodrom Ljubljana. The Court with exclusive jurisdiction for disputes arising from the contractual relationship shall be in Kranj, Slovenia.