Terms and Conditions

1.1 These Terms and Conditions govern all contracts between BaleAir UG, Germany ("Provider"), and its customers ("User") regarding the use of the SkyDesk platform.

1.2 SkyDesk is offered exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), i.e. natural or legal persons or partnerships acting in the exercise of their commercial or independent professional activity. Use by consumers is excluded.

1.3 Conflicting, deviating or supplementary terms of the User shall not apply unless expressly agreed to in writing by the Provider.

2.1 SkyDesk is a web-based software platform for managing and processing charter requests in the private aviation sector.

2.2 The Provider offers SkyDesk as software-as-a-service (SaaS) and makes the platform available at the agreed access point in its current version.

2.3 The Provider is entitled to further develop, adapt or modify SkyDesk at any time, provided that the essential contractual functionalities are maintained and such changes are reasonable for the User.

2.4 The Provider does not owe any specific commercial success or brokerage result through the use of SkyDesk.

3.1 Use of SkyDesk requires registration of a user account.

3.2 The User shall provide complete, accurate and up-to-date information during registration and keep such information updated at all times.

3.3 Access credentials must be kept confidential. The User shall inform the Provider without undue delay if it becomes aware or suspects that unauthorised persons have gained access to the account.

3.4 The User is responsible for all activities carried out via its account, unless such activities are attributable to the Provider.

4.1 The User may use SkyDesk only within the scope of these Terms and for its own business purposes.

4.2 The User shall refrain from any misuse of the platform. In particular, the User shall not:

• a) use SkyDesk in violation of applicable law,
• b) upload or process unlawful content or data,
• c) interfere with or disrupt the operation, security or availability of the platform,
• d) attempt to gain unauthorised access to systems or data,
• e) copy, reverse engineer, decompile, resell, lease, sublicense or otherwise exploit SkyDesk beyond the contractually permitted use, unless expressly permitted by mandatory law.

5.1 The prices applicable to the use of SkyDesk are set out on the pricing page at skydesk.aero or in an individual offer.

5.2 Unless expressly stated otherwise, all prices are net prices and exclusive of applicable statutory value added tax.

5.3 Fees are charged monthly or annually, depending on the selected billing plan, and collected via the payment method provided by the User, including direct debit or credit card through Stripe.

5.4 The User shall ensure that the selected payment method remains valid and sufficiently funded.

5.5 If a payment fails, the Provider may re-attempt collection. The Provider may suspend access to SkyDesk if the User remains in payment default after prior notice.

5.6 The Provider may change prices with effect for the future by giving at least 30 days prior notice in text form.

6.1 The contract is concluded for the selected billing period and shall automatically renew for successive billing periods unless terminated.

6.2 The User may terminate the contract at any time with effect from the end of the current billing period.

6.3 The Provider may terminate the contract with 30 days notice to the end of a calendar month.

6.4 The right of both parties to terminate for good cause remains unaffected.

7.1 The Provider aims for an availability of SkyDesk of 99% on an annual average.

7.2 Planned maintenance windows and periods of unavailability due to circumstances beyond the Provider reasonable control shall not count toward availability.

7.3 The Provider does not guarantee uninterrupted or error-free availability of the platform at all times.

8.1 The Provider may temporarily suspend the User access to SkyDesk if:

• a) the User is in material payment default,
• b) the User materially breaches these Terms,
• c) suspension is necessary for security reasons,
• d) there is reason to believe that the use of the platform is unlawful or abusive.

8.2 Where reasonable, the Provider shall inform the User in advance of the suspension and give the User the opportunity to remedy the issue.

9.1 All rights, title and interest in and to SkyDesk, including all software, technology, content, trademarks and documentation, remain exclusively with the Provider or its licensors.

9.2 For the term of the contract, the User is granted a non-exclusive, non-transferable, non-sublicensable right to use SkyDesk for its own internal business purposes in accordance with these Terms.

10.1 The User remains responsible for the legality, accuracy and use of all data entered, uploaded or processed by it through SkyDesk.

10.2 To the extent the Provider processes personal data on behalf of the User, the parties shall conclude a separate data processing agreement pursuant to Article 28 GDPR where required by law.

10.3 Further information on the processing of personal data by the Provider is set out in the Provider Privacy Policy.

11.1 Upon termination of the contract, the User may request export of its data within a reasonable period, insofar as such export is technically possible and not disproportionate.

11.2 Unless statutory retention obligations require otherwise, the Provider may delete the User data after termination of the contract and expiry of a reasonable retention period.

11.3 Backup copies may remain stored for a limited transitional period before final deletion in the ordinary course of the Provider backup routines.

12.1 The Provider shall have unlimited liability in cases of intent or gross negligence, for injury to life, body or health, and under mandatory statutory liability provisions.

12.2 In cases of slight negligence, the Provider shall only be liable for breach of essential contractual obligations (Kardinalpflichten). In such cases, liability shall be limited to the foreseeable damage typical for this type of contract.

12.3 Any further liability of the Provider is excluded to the extent permitted by law.

12.4 The above limitations of liability shall also apply in favour of the Provider legal representatives, employees and vicarious agents.

13.1 The Provider reserves the right to amend these Terms with effect for the future where necessary due to changes in law, market conditions, changes in the services offered, or to close gaps in these Terms.

13.2 The Provider shall inform the User of any amendments at least 30 days in advance in text form.

13.3 If the User does not object before the proposed effective date of the amendment, the amendment shall be deemed accepted, provided that the Provider has specifically informed the User of the right to object and the consequences of silence in the amendment notice.

13.4 Amendments affecting essential contractual obligations or the main performance obligations of the parties shall require the User express consent to the extent required by law.

14.1 These Terms and all contractual relationships between the Provider and the User shall be governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

14.2 If the User is a merchant, legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction shall be Mannheim, Germany.