Terms & Conditions
These terms and conditions and all policies and procedures published on our website www.airspare.co.uk set out the terms on which we offer you access to and use of our Airspare Trade platform and the services we provide.
For purposes of this User Agreement, you are contracting with Sparetech Ltd trading as ‘airspare’ with a registered address of 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ, England.
Airspare is an online marketplace that enables users to buy and sell used and new aerospace components and services from registered sellers. The eventual contract of sale or service is between buyers and sellers; we ONLY provide the online platform and certain value-added services to which registered users can opt in.
We have no control over and do not guarantee: the existence, quality, safety or legality of components or services listed by registered users; the truth or accuracy of registered users’ content or listings; the ability of sellers to sell components; the ability of buyers to pay for components or services; or that a buyer or seller will complete a transaction.
The Service is designed to provide owners of aircraft spare parts, pilot equipment and related goods an online platform to connect with potential buyers, third party vendors and suppliers. Sellers may use the Service to display, promote and sell Goods and provide related services to Buyers and to better manage their operations with Buyers. Buyers may use the Service to find and purchase Goods and services.
Whereas we make reasonable efforts to provide registered users access to the Services, we cannot always guarantee availability of all Services and we reserve the right to change, modify or discontinue Services without prior notice at our discretion.
THE AIRSPARE PLATFORM
Airspare is merely an intermediator and is not a party to any agreement between Sellers, Buyers, or other Third Parties. All dealings are solely between the respective parties and Airspare will have no liability for any interactions therein.
Airspare is not responsible for any contracts or proposals that Sellers upload to the Service other than making such contracts available for review on its Website. You acknowledge and agree that Airspare is not a party to (though it may be an intended third party beneficiary of) any agreements executed between Sellers, Buyers, or other Third Parties, and the formation of such agreements will not, under any circumstances, create an employment or other service relationship between Airspare and such parties, and Airspare will have no liability under any such agreements. Your interactions with other Sellers or Buyers are at your sole risk.
Airspare will have no liability with respect to the acts, omissions, errors, representations, warranties, breaches or negligence of any Seller or Buyer, or for any personal injuries, death, property damage, or other warranties, damages or expenses resulting from your interactions herein.
Airspare may facilitate payments between Buyers and Sellers via Stripe.
Airspare has no control over and does not guarantee the existence, quality, safety, or legality of any Goods or any services advertised by Sellers; the truth or accuracy of any advertisements; the ability of Sellers to sell Goods or services; the ability of Buyers to pay for any Goods or services; or, the completion of any transaction on the Website. Airspare does not warrant or guarantee that any Goods or services offered through the Service will meet a Buyer’s requirements.
To sell through the platform, you must register by creating an account using your email address and a password. A confirmation of the activation of your Account will be sent to you to the indicated email address.
Only legal entities and physical persons are allowed to be a member of the Website. You are solely responsible for keeping your password secret and secure and you agree to provide us with truthful and correct information about you as required by the registration process or subscription and update this information promptly as needed to ensure that it remains fair and complete.
You must notify us immediately of any breach of security or unauthorized use of your Account. A member account is not transferable.
We reserve the right to reject your application to become a registered user for any reason and without cause. We may also ask for additional information about you or your organization in addition to the information you provide as part of the registration process and to verify your credentials.
By using the Services you are representing that you have the right, power and legal capacity to enter into a binding agreement and are not otherwise prohibited from using or receiving the Services pursuant to any applicable laws of the local or national jurisdiction from which you are accessing or using the Services. You further agree not to use the Services for any illegal or unauthorized purpose and in accordance with the terms set forth by these Terms & Conditions, the Website’s policies and any applicable laws, rules and regulations.
Without derogating of the foregoing, you agree to fully comply with:
(a) All applicable laws regarding online conduct and with respect to your activities in the Website and your content.
(b) All export control laws, regulations, and related administrative requirements of the country of your residence and any relevant jurisdictions.
Without derogating of these terms, you further agree that you will not engage, under any circumstances whatsoever, in any export transaction prohibited by your respective national export control laws and regulations.
If you are a Seller using the Services you further agree, represent and warrant that:
(a) You shall be solely responsible for compliance with all applicable export control compliance and shall obtain the necessary export control license and any other certificates and authorizations required according to the laws of any applicable jurisdiction, including your country of residency.
(b) You will conduct a proper “Know your Customer” procedure and will not export Goods to a party sanctioned by your national government.
The Goods offered by you are and will, at all times:
(a) Comply with any applicable laws, rules or regulations, including without limiting the export control under the Export Control Joint Unit.
(b) Not consist of bogus or counterfeit parts.
(c) Not be subject to the International Traffic in Arms Regulations (“ITAR”).
You are solely responsible for your conduct and any data, text, information, screen names, graphics, photos, profiles, audio and other media, links or any other content that you submit post or display on the Website and will not publish any data which may be considered as technical data (i.e. drawings, descriptions of manufacturing process, etc.), unless you explicitly certify that such data is in the public domain.
You must not list or upload any content in any form in areas of our website that you are not authorized to post content, and you must not post any false, inaccurate, misleading, deceptive, defamatory or otherwise libellous content of any form in any portion of our website.
You must not take any action to undermine the prices set out in the listings of other registered users, and you must not take any action that may undermine our feedback or rating system relative to you as a registered user or to a specific listing.
Except with our prior written consent, you may not use any robot, spider, scraper, data mining tools, data gathering or extraction tools, or other automated means to access our website or other Services for any purpose, including the upload of product listings.
As a Seller, you agree to deliver the items that have been purchased unless the material conditions of delivery are not met. You agree not to modify, adapt or hack the Website or modify another website as to falsely imply that it is associated with Airspare.
You agree not to solicit, harass or impersonate Airspare users. Furthermore, while Airspare discourages certain conduct and content on the Website, you acknowledge and agree the Website is a venue and as such is not responsible for the content posted on it.
You agree to use the Website and use the Service at your own risk. You are solely responsible for any information you provide to Airspare or other users in the registration, in the listing process (which may include items, item descriptions, messaging text, newsletters, photographs, audio, video and descriptions, content and any other information submitted via the Website, in any messaging service on the Website, in any public message area (including forums or feedbacks), or through any email feature.
CONDITIONS OF LISTING
When listing an aerospace component or service using our Services you agree to comply with all of the following listing conditions:
(a) You must ensure the accuracy of your listings, including the description, condition, and availability of the items described in your listings.
(b) You must ensure that any listing must include an accurate image of the product, appropriate supporting documentation, and price.
(c) Any listing that in our opinion violates this User Agreement may be removed or rejected by us.
(d) We reserve the right to verify your listing and any content that you may upload using our Services prior to publication.
(e) We cannot guarantee a specific location of your listings in search results on our website or on 3rd party search engines.
We may provide you with non-binding suggestions to consider when creating a listing. Such suggestions may be based on the aggregated history of similar sold aerospace components or services. You agree that we may evaluate, re-use including but not limited to anonymized resale or sublicense of any data derived from your listing and we may display the sales history of your aerospace components to those of other registered users.
If you are required to pay any fees for our Services, or you are a Buyer paying a Seller for Goods or services via the Service, you may be required to provide information regarding your credit card or other payment instrument. You represent and warrant to Airspare that such information is true and that you are authorized to use the payment instrument. You will promptly update your Account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur.
If you dispute any charges by Airspare you must let Airspare know within thirty (30) days after the date that Airspare charges you. If as a Buyer you dispute any charges by a Seller, you must contact the Seller directly.
As a Seller, if you agree to refund any fees to a Buyer, you are responsible and will pay Airspare (and Airspare may retain) any direct transaction costs associated with such a refund. You shall be responsible for all taxes associated with the services other than taxes based on Airspare net income. Should we charge any fees in the future, we may choose to temporarily change its fees for promotional events or new services; these changes are effective when we announce the promotional event or new service.
Except for payment obligations, neither party will be liable to the other for any failure to meet its obligations due to any Force Majeure event. Force Majeure is an event beyond the reasonable control of the non-performing party and may include but is not limited to:
(a) Delays or refusals to grant an export license or the suspension or revocation thereof.
(b) Any other acts of any government that would limit a party’s ability to perform under this User Agreement.
(c) Fires, earthquakes, floods, tropical storms, hurricanes, tornadoes, severe weather conditions, or any other acts of God.
(d) Quarantines or regional medical crises, epidemics, and pandemics.
(e) Shortages or inability to obtain materials or components.
(f) Labour strikes or lockouts.
(g) Riots, strife, insurrection, civil disobedience, landowner disturbances, armed conflict, terrorism or war, declared or not (or impending threat of any of the foregoing, if such threat might reasonably be expected to cause injury to people or property).
If a force majeure event causes a delay, then the date of performance will be extended by the period of time that the non-performing party is actually delayed, or for any other period as the parties may agree in writing.
In connection with using or accessing the Services we provide, you will NOT circumvent the Services or any part of our Website to avoid the payment of any fees or charges due from you or a third party to us.
You also will not support, facilitate, or take part in any attempt to avoid any fees or charges due from you or third parties. You must inform us immediately if you become aware of any conduct of any user of our Website or Services that may have the effect of circumventing or otherwise avoiding the payment of any fees or charges due to us.
In connection with any content that you post on or through the Service or the Website, you agree that such Submissions are intended for public display on the Website and hereby grant Airspare a worldwide, non-exclusive, perpetual, irrevocable, unrestricted, royalty-free, sub-licensable and transferable license to store and publicly display the Submissions, including for removal of doubt any designs, images and prints of such designs (in each case directly or through subcontractors), for the purposes of providing or promoting the Service without compensation, liability or notice to you.
GENERAL PRACTICES REGARDING USE AND STORAGE
You acknowledge that Airspare may establish general practices and limits concerning use of the Service, including without limitation the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on Airspare servers on your behalf. You agree that Airspare has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service. You acknowledge that Airspare reserves the right to terminate accounts that are inactive for 90 days or more.
REGISTERED USER CONDUCT – ENFORCEMENT
If we have reason to believe that you or your agent are in breach or anticipated breach of this Agreement, we may at our sole discretion:
(1) Issue a warning to you or
(2) Suspend our performance under the Terms & Conditions by temporarily revoking your access to the Services or
(3) Terminate Services in full or in part without notice or other obligation to you.
Airspare shall bear no liability whatsoever in respect of any of your Content and “Your Activities” which includes, for example, listing items, posting comments and/or blogging, providing feedback and the like, email, selling and buying products, communication with a party to a transaction etc.
Airspare reserves the right to investigate and take appropriate legal action against anyone who, at Airspare’s sole discretion, violates this provision, including without limitation, removing content from the Service by suspending or terminating the account of such violators and reporting you to the law enforcement authorities.
MODIFICATIONS TO SERVICE
Airspare reserves the right to modify or discontinue the Service (or any part thereof), temporarily or permanently, with or without notice. You agree that Airspare will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service.
You hereby grant to Airspare the right to use your trademark, logo and Content in promotional campaigns in all forms of media. You expressly agree that Airspare is allowed to use your trademark, logo and Content in marketing materials and on its Website and to identify you as a customer.
You hereby grant to us and our affiliated companies a worldwide, non-exclusive, perpetual, irrevocable, royalty-free and transferable license to exercise any and all intellectual property rights you have in any content that you have uploaded or is directly or indirectly derived from using our Services.
You acknowledge and agree that the Service may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Any use of the Service or the Service Content other than as specifically authorised herein is strictly prohibited. The technology and software underlying the Service or distributed in connection therewith are the property of Airspare and its affiliates and licensors (the “Software”).
You must not infringe the copyright, trademark, patent, or other intellectual property rights held by other registered users or by us. You may not reproduce, display, distribute, copy, reverse engineer, decompile, disassemble, or prepare derivative works from content that is owned by or licensed to us, other registered users or third parties.
You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Airspare. Nothing herein shall be constructed as granting, by implication, estoppel, or otherwise, any license or right to use any Airspare Trademarks displayed on the Service. All goodwill generated from the use of Airspare Trademarks will inure to our exclusive benefit.
To the extent permitted under applicable law, you waive your right to enforce against us or our affiliates your intellectual property rights in that content in connection with our Services.
You represent and warrant that for all content you provide while using our Services, (a) you own or otherwise have the right to use all intellectual property rights; (b) that such content is accurate and (c) that use of any such content (including derivative works thereof) by us or our affiliated companies is in compliance with the Terms & Conditions and does not and will not infringe any intellectual property rights of any third party.
You will at your expense, defend and indemnify us and our affiliated companies from and against any and all loss, cost, expense, damage, claim, demand, or liability, including reasonable attorney and professional fees and costs, and the cost of settlement, compromise, judgment, or verdict incurred arising out of, resulting from, or occurring in connection with any:
(a) Alleged patent, copyright, or trademark infringement.
(b) Alleged unlawful disclosure, use, or misappropriation of a trade secret.
(c) Allegation of and/or failure to provide updates to software deliverables to mitigate the risk of vulnerability; or
(d) Alleged violation of any other third party intellectual property right, and from expenses incurred by us in defence of such suit, claim, or proceeding if you do not undertake the defence thereof.
You will have the right to conduct the defence of any such claim or action and, consistent with our rights hereunder, all negotiations for its settlement. But in no event will you enter into any settlement without our prior written consent, which will not be unreasonably withheld.
We may participate in a defence or negotiations to protect its interests. If an infringement claim is upheld or is reasonably believed by us to be upheld, or if any injunction or restraining order is issued, you will, at your expense, either obtain for us the right to continue using the content you uploaded or replace or modify content to make it non-infringing, provided that the replacement or modification is acceptable to us. You shall also indemnify our customers and agents for such infringement if and to the extent that we have agreed to so indemnify them, but to no greater extent than you indemnify us herein and under the same conditions as set forth herein.
DATA ACCESS RIGHTS
We may receive data output from, input to, generated by, or otherwise accessible through your use of the Airspare and our Services as a result of its use or operation. You give us the irrevocable right to retain, use, copy, modify, license, and disclose the Data for any purpose.
COPYRIGHT INFRINGEMENT POLICY
Airspare is committed to protecting the rights of copyright rights holders and seeks to comply with all applicable laws and regulations regarding the protection of intellectual property. If you become aware of any listings that are in violation of any copyright rights, please contact us immediately at firstname.lastname@example.org.
Except with our prior written consent, you must not send any unsolicited or bulk electronic communications or chain letters to other registered users or third parties using our Services.
If the Seller and the Buyer elect to use Stripe to pay any Goods or services, such payment shall be governed by the Stripe Connected Account Agreement, which is incorporated in the Stripe Services Agreement which can be found at https://stripe.com/ssa.
By accepting these Terms & Conditions, you agree to be bound by the Stripe Terms, as may be amended by Stripe from time to time. In order to be able to pay using Stripe, you agree to provide Airspare the most updated requested information, and you authorise Airspare to share such information with Stripe in order to consummate the transaction and any future transactions on the Platform.
Any applicable payment commission whether due to Airspare or to Stripe will be withheld upon processing of the payment on Stripe and by using such service you agree to such withholding. Such commission, if any, will be indicated to the Seller.
“Proprietary Information” means any information, technical data or know-how in whatever form that is not generally known. Proprietary Information also includes information disclosed orally or visually if the disclosing party:
(a) Identifies it as Proprietary Information before disclosure;
(b) Reduces it to written summary form and marks it as being confidential, proprietary or trade secret; and
(c) Transmits the written summary form to the receiving party within 30 days after disclosure.
Each party will protect Proprietary Information using the same degree of care it uses to protect its own Proprietary Information, but in no event less than a reasonable degree of care. Neither party will be liable for non-negligent, inadvertent disclosure or use, provided that upon discovery of any inadvertent disclosure or use, the receiving party notifies the original disclosing party promptly, takes reasonable steps to mitigate any damage that may result from the inadvertent disclosure, and endeavours to prevent any further inadvertent disclosure or use.
The receiving party has no duty to protect information that is:
(a) Developed by the receiving party independently of the disclosing party’s Proprietary Information.
(b) Obtained without restriction by the receiving party from a third party who had a legal right to make the disclosure.
(c) Publicly available other than through the breach of the Terms & Conditions by the receiving party; or
(d) Known to the receiving party at the time of its disclosure, without an existing duty to protect the information.
The receiving party may disclose Proprietary Information only to its employees and contract employees (collectively “Employees”) having a need-to-know with respect to the intent of the Terms & Conditions. Each party must ensure that its Employees are aware of, are subject to and comply with the Terms & Conditions. The receiving party may disclose the disclosing party’s Proprietary Information to a third party with respect to the intent of the Terms & Conditions if:
(a) The disclosing party authorises it in writing.
(b) The receiving party under the Terms & Conditions requires the third party recipient to enter into a proprietary information agreement containing terms and conditions no less stringent than those imposed upon the receiving party under these Terms & Conditions; and
(c) The receiving party provides an executed copy of the proprietary information agreement to the disclosing party upon request of the disclosing party.
During the term of these Terms & Conditions, the receiving party may use the Proprietary Information strictly in connection with the intent of these Terms & Conditions (the “Purpose”) and not use Proprietary Information for any other purpose whatsoever. The receiving party may make a limited number of copies of Proprietary Information as is necessary to complete the Purpose. All copies made will reproduce the restrictive legends on the original.
(a) Absent explicit written consent from the disclosing party, the receiving party is not permitted to use or disclose the disclosing party’s Proprietary Information, in whole or in part, to:
(b) Manufacture itself or to enable the manufacture by any third party of the disclosing party’s products, products similar thereto, or products derived therefrom, without the prior express written consent of the disclosing party.
(c) Decompile, disassemble, decode, reproduce, redesign, reverse engineer any products or equipment of the disclosing party or any part thereof.
(d) Perform any services, including services relating to the products or equipment of the disclosing party; or
(e) Deliver under a contract or make subject to a “rights in data” clause or equivalent clause.
Nothing in these Terms & Conditions grants or confers any rights on the part of any party by license or otherwise, express or implied, to any invention, discovery, or to any patent covering the invention or discovery.
You hereby grant Airspare a worldwide, non-exclusive, perpetual, irrevocable, unrestricted, royalty-free, sub-licensable and transferable license to use aggregated anonymized information about the Services and the Transactional Information, in order to provide you and our community of users with statistical data and business analysis. We will never identify a specific party and/or publish any details of any transaction which may identify a party, without obtaining the explicit written consent of all parties involved in that transaction.
DISCLAIMER OF WARRANTIES
Airspare’s Website and Services are provided “as is” and without any warranty or condition, express, implied or statutory. Airspare disclaims any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. Airspare does not warrant that the Services or the Website will be uninterrupted or error-free, that the Services will meet your requirements or that any defects in the Service will be corrected. There may be delays, omissions and interruptions in the availability of the Website.
You agree that you are making use of our Services at your own risk, and that they are being provided to you on an “AS IS” and “AS AVAILABLE” basis.
In addition, to the extent permitted by applicable law, we are not liable, and you agree not to hold us responsible, for any damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, other intangible losses, or any special, indirect, or consequential damages) resulting directly or indirectly from:
(a) The content you provide using the Airspare Website or our Services.
(b) Your use of or your inability to use the Airspare Website or our Services.
(c) Delays or disruptions in the Airspare Website or our Services.
(d) Viruses or other malicious software obtained by accessing or linking to our Services.
(e) Glitches, bugs, errors, or inaccuracies of any kind in our Services.
(f) Damage to your hardware device from the use of any our Services.
(g) The content, actions, or inactions of third parties, including items listed using our Services.
BETA VERSION: LIMITATION OF USE
Please note that the Services are currently being provided in their beta version, the features of which have not been fully implemented or refined. As with any beta version, the Services currently constitute a work in progress and as such, there may be unresolved issues.
LIMITATION OF LIABILITY
THIRD PARTY MATERIALS
Under no circumstances will Airspare be liable in any way for any content or materials of any third parties (including users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content.
You acknowledge that Airspare does not pre-screen content, but that Airspare will have the right (but not the obligation) in its sole discretion to refuse or remove any content that is available via the Service if we reasonably determine such action is appropriate to prevent errors or any other harm with respect to the Services, it violates these Terms & Conditions or our policies, or to avoid or limit our liability. You agree that you must evaluate and bear all risks associated with the use of any content including any reliance on the accuracy, completeness, or usefulness of such content.
THIRD PARTY WEBSITES
The Service may provide, or third parties may provide links or other access to or linking with information included in other sites and resources on the internet. Airspare has no control over such sites and resources and Airspare is not responsible for and does not endorse such sites and resources.
You further acknowledge and agree that Airspare will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site or resource.
You agree that you are solely responsible for your interactions with any other user in connection with the Service and Airspare will have no liability or responsibility with respect there to. Airspare reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service.
Termination by Airspare
You agree that Airspare, in its sole discretion, may suspend or terminate your Account (or any part thereof) or use of the Services and remove and discard any content within the Services for any reason including, without limitation, for lack of use or if Airspare believes that you have violated or acted inconsistently with the letter or spirit of these Terms & Conditions.
You agree that any termination of your access to the Services under any provision of these Terms & Conditions may be effected without prior notice, and acknowledge and agree that Airspare may immediately deactivate or delete your Account and all related information and files in your Account and/or bar any further access to such files or the Services.
Further, you agree that Airspare will not be liable to you or any third party for any termination of your access to the Services.
Termination by you
You can remove your profile at any time by deleting your Account. You will not be entitled to a refund of any payment as a consequence of the termination of your membership.
If you have a dispute with one or more users, you release us from any claims, demands or damages of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release, you expressly waive any statutory protections.
These Terms & Conditions contain the entire agreement between the parties with respect to the subject matter of this User Agreement and supersedes any prior representations or agreements, oral or written, and all other communications between the parties relating to the subject matter of these Terms & Conditions. These Terms & Conditions will not be varied except in writing, signed by an authorised representative of each party.