Standard Ground Handling Agreement

DEFINITIONS AND INTERPRETATION

In addition to the terms defined herein, the following definitions and rules of interpretation apply in this Agreement.

Definitions:

AIRPORT TERMINAL means all buildings used for arrival and departure handling of aircraft.

ARRANGE (or MAKE ARRANGEMENTS FOR) implies that Avcair will request an outside agency to perform the service required. The charge of the outside agency shall be paid by the Carrier. Avcair assumes no liability toward the Carrier for such arrangements.

CARGO means revenue cargo, and non-revenue cargo such as service cargo and company materials.

CARRIER'S REPRESENTATIVE means the individual or organisation authorised by the Carrier to act on the Carrier's behalf in matters concerning clause 5.

CO-ORDINATE means to collect and communicate operational information to the respective parties at the direction of the Carrier, or the Carrier's Representative, as required to perform the services as contracted by the Carrier with Third Parties in Annexure B.

CARRIER'S AIRCRAFT means any aircraft owned, leased, chartered, hired or operated or otherwise utilised by or on behalf of the Carrier and in respect of which the Carrier has either expressly or implicitly contracted, instructed or otherwise requested Avcair to perform or carry out any ground handling service(s).

DEPARTURE CONTROL SYSTEM (“DCS”) means an automated method of performing check-in, capacity control, load control and dispatch of flights.

DIRECT LOSS means a loss arising naturally or directly from an occurrence and which excludes remote, indirect, consequential, or special losses or damages, such as loss of revenue or loss of profit.

ELECTRONIC DATA INTERCHANGE (“EDI”)

ICAO means International Civil Aviation Organisation.

IATA means International Air Transport Association.

LIAISE means to communicate and maintain contact.

LOAD means any item carried in an aircraft other than is included in the basic operating weight.

LOADS means baggage, cargo, mail and any aircraft supplies including ballast.

PASSENGER(S) means any person(s) both revenue and non-revenue, except members of the crew, carried or to be carried in an aircraft with the consent of the Carrier.

PROVIDE implies that Avcair itself assumes responsibility for the provision of the service required.

RECEIVING CARRIER means a carrier who receives Loads from a transferring carrier at a transfer point.

SPECIAL SHIPMENTS includes, but not limited to, perishables, live animals, valuables, vulnerable cargo, news material and dangerous goods.

SPECIALISED CARGO PRODUCTS includes but not limited to, express cargo, courier shipments and same day delivery.

STATION MANAGEMENT means management of Carrier's administrative and/or operational functions(s) within the scope defined in the Annexure B.

SUPERVISION means to oversee and direct the performance of the Services contracted by the Carrier with third parties. The term Supervision shall not apply to Avcair self-management of its own services or overseeing of Avcair's subcontractors.

TECHNICAL LANDING is a landing for other than commercial reasons where no physical change of Loads, Passenger and/or crew occurs.

TICKET means either the document entitled “Passenger Ticket and Baggage Check” or the Electronic Ticket, in each case issued by or on behalf of Carrier, and including Conditions of Contract, notices and the coupons contained in it. The itinerary/receipt is a document or documents which forms part of the electronic tickets and contains the information and notices required.

TRANSIT FLIGHT is an aircraft making a landing for commercial reasons where a partial change of Loads, Passenger and/or crew occurs. It should be noted that a change in the flight number of the same aircraft does not change the status of the flight.

TRUCK SERVICE means a service operated by truck on behalf of an airline carrying Loads documented in accordance with the applicable IATA and/or ICAO rules, regulations and procedures. In the Agreement and in Annexure A, the word “aircraft” will read “truck” and “flight” will read “truck service” when it concerns the handling of a truck as meant under the above definitions.

TURNROUND FLIGHT is an aircraft terminating a flight and subsequently originating another flight following a complete change of Loads, Passenger and/or crew.

UNIT LOAD DEVICE (“ULD”) is either an aircraft pallet and pallet net combination, or an aircraft container. The purpose of the unit is to enable individual pieces of cargo, baggage or mail to be assembled into a standard-sized unit to facilitate rapid loading onto and offloading from aircraft having compatible handling and restraint systems which interface directly with the unit.

Interpretation

In this Agreement the following rules of interpretation apply, unless the contrary intention appears or context otherwise requires:

1. headings and subheadings are for convenience only and do not affect the interpretation of this Agreement.
2. references to clauses, schedules, annexures, appendices, attachments and exhibits are references to the clauses of, and the schedules, annexures, appendices, attachments and exhibits to, this Agreement.
3. references to Parties are references to the Parties to this Agreement.
4. references to a party to any Agreement or document include that party's permitted assignees and successors, including executors and administrators and legal representatives.
5. words denoting the singular include the plural and words denoting the plural include the singular.
6. words denoting any gender include all genders.
7. the word "person" includes any individual, corporation or other body corporate, partnership, joint venture, trust, association and any Government Agency.
8. a reference to a body (other than a party to this Agreement), whether statutory or not, that ceases to exist or has its powers or functions transferred to another body is a reference to the body that replaces it or that substantially succeeds to its powers or functions.
9. a reference to any Agreement or document (including this Agreement) includes any amendments to or replacements of that document.
10. a reference to a law includes:
    1. legislation, regulations and other instruments made under legislation and any consolidations, amendments, re-enactments or replacements of them;
    2. any constitutional provision, treaty or decree;
    3. any judgment; and
    4. any rule or principle of common law or equity.
11. any promise, agreement, representation or warranty given or entered into on the part of two or more persons binds them jointly and each of them severally.
12. any promise, agreement, representation or warranty given or entered into on the part of two or more persons is for the benefit of them jointly and each of them severally.
13. no provision of this Agreement will be construed adversely to a party because that party was responsible for the preparation of that provision or this Agreement.
14. if a period of time begins on a given day or the day of an act or event, it is to be calculated exclusive of that day.
15. a reference to time is a reference to Brisbane, Queensland time unless otherwise specified.
16. a reference to a day is to be interpreted as the period of time commencing at midnight and ending 24 hours later.
17. if any act is required to be performed under this Agreement by a party on or by a specified day and the act is performed after 5.00 pm on that day, the act is deemed to be performed on the next day.
18. if any act is required to be performed under this Agreement on or by a specified day and that day is not a Business Day, the act must be performed on or by the next Business Day.
19. a reference to an amount of dollars, Australian dollars, $ or A$ is a reference to the lawful currency of the Commonwealth of Australia, unless the amount is specifically denominated in another currency.
20. specifying anything in this Agreement after the terms "include", "including", "includes", "for example", "such as" or any similar expression does not limit the sense of the words, description, definition, phrase or term preceding those terms unless there is express wording to the contrary.
21. this Agreement includes all schedules, annexures, appendices, attachments and exhibits to it (if any).
22. references to a document in agreed form are to that document in the form agreed by the Parties and initialled by them or on their behalf for identification.
23. where a word or phrase is defined, other parts of speech and grammatical forms of that word or phrase have corresponding meanings.
24. an agreement other than this Agreement includes an agreement, undertaking or legally enforceable agreement or understanding whether in writing or not.
25. if there is any conflict between the terms of the main body of this Agreement and the terms of this Agreement's schedules and attachments, the terms of the main body of this Agreement will prevail.

PROVISION OF SERVICES

General

1. The Carrier and Avcair agree to give the highest importance to the compliance to all applicable laws and regulations governing their activities and expects its agents and contractors to do the same.
2. Of particular concern are laws related to anti-bribery, anti-trust, data protection and labour relations (including but not limited to the prohibition of child labour).
3. Avcair shall comply with, at all times, within the limits of its capabilities and shall deploy best efforts to make sure its employees and sub-agents comply with:
   1. All laws and regulations applicable in its country of establishment and all other countries in which Services are provided under this Agreement;
   2. Applicable IATA and/or ICAO and/or other governing rules, regulation and procedures; and
   3. All international treaties and regulations that apply in general to commerce and in particular to the operation of aircraft, transportation of passengers and air freight or mail.
4. The Carrier and Avcair shall ensure that their respective personnel assigned to the performance of this agreement are aware of all relevant legislation applicable to commerce in general, aircraft operation, passenger transport and air freight.
5. Further, the Carrier and Avcair shall ensure that all their respective employees assigned to the performance of this Agreement where applicable, shall be aware of the essentials of:
   1. Competition and antitrust regulations in its country of residence, establishment as well as such regulations with extraterritorial application;
   2. The rules governing bribery, kick-backs, secret commissions and payments to government officials in its country of residence, establishment as well as such regulations with extraterritorial application; and
   3. Any other applicable law or regulation, whose breach or violation by a Party or its employees could cause damage to the other Party or its employees.
6. It is not considered necessary or possible to specify every detail of the services it being generally understood what such services comprise and the standards to be attained in their performance.

Documents for Ground Handling

Documents used for ground handling shall be Avcair's own documents, where applicable, provided these documents comply with standardised formats that may apply under IATA and/or ICAO and/or other governing rules, regulations and procedures.

Scheduled Flights

Avcair agrees to provide for the Carrier's Aircraft for flights operating on an agreed schedule at the location(s) stated in Annexure B, those services of Annexure A as are listed in the Annexure B for the respective locations. The Carrier, in turn, agrees to inform Avcair as soon as possible about any changes of schedule and/or frequencies and/or types of aircraft. This should be done based on the IATA Standard Schedule Information Manual ("SSIM").

Extra Flights

Avcair will also provide the services to the Carrier's Aircraft for flights in addition to the agreed schedule at the same locations, provided that reasonable prior notice is given and the provision of such additional services will not prejudice commitments already undertaken.

Priority

1. Avcair shall, as far as possible, give priority to aircraft operating on schedule.

Emergency Assistance

1. It is the responsibility of Avcair to participate in local emergency response plan(s) in order to provide support to the Carrier in the event of an emergency including but not limited to, forced landings, accidents or acts of violence.
2. Carrier will contact Avcair to establish the Carrier's needs in an emergency and provide Avcair its current emergency procedures.
3. In the absence of Carrier instructions, in part or whole, Avcair shall follow its own emergency response plan(s).
4. In case of an emergency, Avcair shall without delay activate its local emergency plan(s) which includes the immediate notification to the Carrier and establish open-line communications with the Carrier.
5. Avcair shall take all reasonable measures to assist passengers, crew and family members and to safeguard and protect baggage, cargo and mail carried in the aircraft from loss or damage in co-operation with the relevant local authorities.
6. All documentation and information pertaining to the emergency is the property of the Carrier and shall be held confidential by Avcair, unless such documentation and information is specifically required by applicable law or by governmental or local authorities' regulations.
7. The Carrier shall indemnify Avcair for expenses and disbursements incurred in rendering such assistance.

Additional Services

As far as possible, Avcair will, upon request, provide to the Carrier additional services not set forth in the present Agreement. Such services will only be provided by Avcair if agreed by special conditions between the Parties in writing.

Other Locations

In case of occasional flights of the Carrier's Aircraft at locations which are not designated in the present Agreement, where Avcair maintains a ground handling organisation, Avcair shall, on request, make every effort, subject to the means locally available, to provide necessary services.

FAIR PRACTICES

1. Avcair shall use its best efforts to protect the Carrier's confidential information and make it available for the purposes of the Carrier only.
2. Neither Party to this Agreement shall disclose any information contained in Annexure B to outside parties without the prior consent of the other Party, unless such information is specifically required by applicable law or by governmental or authorities' regulations.

SUBCONTRACTING OF SERVICES

1. Avcair is entitled to delegate any of the agreed services to subcontractors. It is understood that, in this case, Avcair shall be responsible to the Carrier for the proper rendering of such services as if they had been performed by Avcair itself. Any subcontracting of services and the provider(s) thereof, shall be recorded in Annexure B.
2. The Carrier shall not appoint any other person, company or organisation to provide the services which Avcair has agreed to provide by virtue of this Agreement, except in such special cases as shall be agreed between the Parties.
3. The Carrier shall not perform self-handling on the services which Avcair has agreed to provide by virtue of this Agreement, except in such special cases as shall be agreed between the Parties in writing.

CARRIER'S REPRESENTATION

1. The Carrier may maintain at its own cost, its own representative(s) at the location(s) designated in Annexure B. Such representative(s) and representative(s) of the Carrier's Head Office may inspect the services provided to the Carrier by Avcair pursuant to this Agreement, advise and assist Avcair and render to the Carrier's clients such assistance as shall not interfere with the provision of services by Avcair.
2. The Carrier may, by prior written notice to Avcair and at its own cost, engage an organisation (hereinafter referred to as ‘the Supervisor') to supervise the services of Avcair at the location(s) designated in Annexure B. Such notice shall contain a description of the services to be supervised.
3. The Supervisor shall have the same authority as defined above in clause 5(a) for the Carrier's own representative.
4. Such assistance, when performed by the Carrier's representative(s) and/or Supervisor(s) will be the sole responsibility of the Carrier, unless requested by Avcair.

STANDARD OF WORK

1. The Carrier shall supply Avcair with sufficient information and instructions to enable Avcair to perform its handling properly.
2. Avcair shall carry out all technical and flight operations services as well as other services having a safety aspect, for example, load control, loading of aircraft and handling of dangerous goods, in accordance with the Carrier's instructions, receipt of which must be confirmed in writing or by electronic confirmation to the Carrier by Avcair.
3. In the case of absence of instructions by the Carrier, Avcair shall apply its own standard practices and procedures provided they follow the applicable IATA industry developed standards, which may include but not limited to:
   1. IATA Resolutions:
      1. Dangerous Goods Resolutions (DGR), CSC Resolution 618;
      2. Live Animal Regulations (LAR), CSC Resolution 620;
      3. Perishable Cargo Regulations (PCR), CSC Resolution 622;
      4. Temperature Control Regulations (TCR), CSC Resolution 624;
      5. Passenger Services Conference Resolution Manual (PSCRM);
      6. IATA Recommended Practices or other IATA Standards;
      7. Framework for a postal agreement, CSC Recommended Practice 1677;
      8. ULD Regulations (ULDR), CSC RP 1681;
   2. IATA Airport Handling Manual
      1. (AHM), PSC RP 1690a;
      2. IATA Ground Operational Manual (IGOM) PSC RP1690b;
      3. ISAGO Standard Manual (GOSM);
      4. IATA Fuel Quality Pool Control of Fuel Quality & Fuelling Safety Standards;
      5. IATA Guidance Material on Standard Into-Plane Fuelling Procedures;
   3. IATA Cargo Handling Manual (ICHM) and/or ICAO and/or other governing rules, regulations and procedures.
4. Avcair agrees to ensure that the authorisation of specialised personnel performing services for the Carrier is valid and current. If at any time Avcair is unable to provide authorised personnel as requested by the Carrier, Avcair shall inform the Carrier immediately.
5. Avcair agrees to take all reasonable steps to ensure that, with regard to contracted services, the Carrier's Aircraft, crews, Passengers and Loads receive treatment not less favourable than that given by Avcair to other carriers or its own comparable operation at the same location.
6. Avcair shall ensure that a training program is established for all personnel to perform ground operations functions safely. As a minimum, the Training Program shall include applicable governing rules and regulations. Industry Standards and Practices as listed in clause 6(c) should be taken in account for reference. Avcair agrees to ensure that the authorization of specialised personnel performing services for the Carrier is valid and current. If at any time Avcair is unable to provide authorised personnel as requested by the Carrier, Avcair shall inform the Carrier immediately.
7. The Handler must report to the Carrier's Representative immediately all loss, damage or security incidents, threatened or actual, to the Carrier's Aircraft, Crew, Passengers and Loads noticed in the course of the handling or which in any other way comes to the knowledge of the Handler.
8. The Parties shall agree on the quality standards for services provided. Such quality standards for a specific location may form part of the terms outlined in Annexure B. Avcair agrees to take all reasonable steps to ensure that, with regard to contracted services, the agreed upon quality standards will be met.
9. The Carrier or a regulatory authority governing the Carrier's operations may, at its own cost, and with reasonable prior notice, audit the designated services in Annexure B. Such notice shall contain a description of the area(s) to be audited. Avcair shall cooperate with the Carrier and will undertake any corrective action(s) required.
10. If the Carrier participates in any of the IATA audit pools, Avcair shall accept an audit undertaken by another carrier if done under the umbrella of the pool and for the benefit of the entire pool. The auditing company or auditing person shall be agreed by the Carrier and Avcair.
11. The Handling Company shall manage and perform oversight of its own activities and/or those subcontracted as agreed within the scope of services specified in Annexure B.
12. Avcair shall be able to demonstrate a Safety Management System in use in accordance with IATA AHM 610 and/or ICAO Annex 19, local and international regulations, or other governing rules.
13. Avcair shall promote awareness and strive to achieve best practices in Environmental and Social Responsibility.
14. Avcair should ensure that all ground service equipment complies with the Aircraft Damage Prevention Requirements.
15. Aircraft Damage recommendations as detailed in Chapter 9 of the AHM.
16. Avcair shall ensure that all ground service equipment is maintained in accordance with the manufacturers' requirements or to a higher standard.

REMUNERATION

1. In consideration of Avcair providing the services, the Carrier agrees to pay to Avcair the charges set out in Annexure B, within the terms specified. The Carrier further agrees to pay the proper charges of Avcair and to discharge all additional expenditure incurred for providing the services referred to in clauses 2.4, 2.6, 2.7, and 2.8.
2. The charges set out in Annexure B do not include:
   1. any charges, fees or taxes imposed or levied by the Airport, Customs or other authorities against the Carrier or Avcair in connection with the provision of services herein by Avcair or in connection with the Carrier's flights.
   2. expenses incurred in connection with stopover and transfer passengers and with the handling of passengers for interrupted, delayed or cancelled flights. Such charges, fees, taxes or other expenses as outlined above shall be borne ultimately by the Carrier.

ACCOUNTING AND PAYMENT

1. Avcair shall invoice the Carrier monthly using the IS-XML file format described in AHM 070, unless otherwise agreed in Annexure B, with the charges arising from the provision of the handling services of Annexure A as listed in Annexure B at the rates of charges set out in Annexure B.
2. Payment shall be effected through the IATA Clearing House unless otherwise agreed in Annexure B.
3. The Parties shall reach agreement on the payment terms at each location which shall form part of Annexure B. Should the Carrier fail to make payment or dispute the invoice(s), within the agreed terms, Avcair shall notify the Carrier in writing of the failure to pay. In the event that the Carrier fails to pay the amount due within the agreed rectification period, as specified in Annexure B, Avcair shall be entitled to issue 7 calendar days' notice of suspension of services to the Carrier. Avcair shall restore services to the Carrier within 24 hours of receipt of payment.
4. If the Carrier becomes insolvent, makes a general assignment for the benefit of creditors, or commits an act of bankruptcy, or if a petition in bankruptcy, or for its reorganisation, or the readjustment of its indebtedness be filed by or against it, provided the petition is found justified by the appropriate authority, or if a receiver, trustee or liquidator of all, or substantially all, of its property be appointed or applied for, the Carrier has to provide prepayment or cash payment with immediate effect to Avcair.

LIABILITY AND INDEMNITY

1. In this clause, all references to:
   1. "the Carrier" or "Avcair" shall include their employees, servants, agents and subcontractors;
   2. "act or omission" shall include negligence.
2. Except as stated in clauses 9(h) and 9(j), the Carrier shall not make any claim against Avcair and shall indemnify it (subject as hereinafter provided) against any legal liability for claims or suits, including costs and expenses incidental thereto, in respect of:
   1. delay, injury or death of persons carried or to be carried by the Carrier;
   2. injury or death of any employee of the Carrier;
   3. damage to or delay or loss of baggage, cargo or mail carried or to be carried by the Carrier, and
   4. damage to or loss of property owned or operated by, or on behalf of, the Carrier and any consequential loss or damage;

   arising from an act or omission of Avcair in the performance of this Agreement unless done with intent to cause damage, death, delay, injury or loss or recklessly and with the knowledge that damage, death, delay, injury or loss would probably result.

   PROVIDED THAT all claims or suits arising hereunder shall be dealt with by the Carrier; and

   PROVIDED ALSO THAT Avcair shall notify the Carrier of any claims or suits without undue delay and shall furnish such assistance as the Carrier may reasonably require.

   PROVIDED ALSO THAT where any of the services performed by Avcair hereunder relate to the carriage by the Carrier of passengers, baggage or cargo, then if the limitations of liability imposed by the Warsaw Convention and/or the Montreal Convention (1999) as applicable and as amended from time to time would have applied if any such act or omission had been committed by the Carrier but are held by a Court not to be applicable to such act or omission committed by Avcair in performing this Agreement then upon such decision of the Court the indemnity of the Carrier to Avcair hereunder shall be limited to an amount not exceeding the amount for which the Carrier would have been liable if it had committed such act or omission.

3. The Carrier shall not make any claim against Avcair in respect of damage, death, delay, injury or loss to third parties caused by the operation of the Carrier's Aircraft arising from an act or omission of Avcair in the performance of this Agreement unless done with intent to cause damage, death, delay, injury or loss or recklessly and with knowledge that damage, death, delay, injury or loss would probably result.
   1. Notwithstanding the provisions of clause 9(b), in the case of claims arising out of surface transportation which is provided on behalf of the Carrier and is part of the operation of loading/ embarking or unloading/disembarking and/or is covered by the Carrier's Contract of Carriage the indemnity shall not exceed the limits specified in the said Contract of Carriage.
   2. In the case of claims arising out of surface transportation which is not provided on behalf of the Carrier and/or is not part of the operation of loading/ embarking or unloading/disembarking and/or is not covered by the Carrier's Contract of Carriage the waiver and indemnity herein contained shall not apply.
4. Avcair shall not make any claim against the Carrier and shall indemnify it (subject as hereinafter provided) against any legal liability for claims or suits, including costs and expenses incidental thereto, in respect of:
   1. injury to or death of any employees of Avcair; and
   2. damage to or loss of property owned or operated by, or on behalf of, Avcair and any consequential loss or damage;

   arising from an act or omission of the Carrier in the performance of this Agreement unless done with intent to cause damage, death, delay, injury or loss or recklessly and with knowledge that damage, death, delay, injury or loss would probably result.

5. Notwithstanding clause 9(b)(iii), Avcair shall indemnify the Carrier against any physical loss of or damage to the Carrier's Aircraft caused by Avcair's negligent act or omission PROVIDED ALWAYS THAT Avcair's liability shall be limited to any such loss of or damage to the Carrier's Aircraft in an amount not exceeding the level of deductible under the Carrier's Hull All Risk Policy which shall not, in any event, exceed AUD$1,500,000 except that loss or damage in respect of any incident below AUD$3,000 shall not be indemnified.

   For the avoidance of doubt, save as expressly stated, this clause 9(e) does not affect or prejudice the generality of the provisions of clause 9(b) including the principle that the Carrier shall not make any claim against Avcair and shall indemnify it against any liability in respect of any and all consequential loss or damage howsoever arising.

DISPUTE RESOLUTION

In the event of any dispute or claim concerning the scope, meaning, construction or effect of this Agreement, the parties shall make all reasonable efforts to resolve disputes amongst themselves. Failing mutual resolution of the dispute, the parties may elect to resolve the dispute through arbitration (either by a single arbitrator or a panel of arbitrators). In the event that the parties fail to agree to an arbitration process, the dispute shall be settled in accordance with the laws of Queensland, Australia, by the courts in Queensland, Australia and the parties hereby expressly consent to this jurisdiction.

STAMP DUTIES, REGISTRATION FEES

1. All stamp duties and registration fees in connection with this Agreement, which may be prescribed under the national law of either Party to this Agreement, are payable by that Party.
2. All stamp duties and registration fees in connection with this Agreement, which may be prescribed under the national law of the location(s), as mentioned in the Annexure B and not being a location situated in the country of either Party to this Agreement will be shared equally between the Parties.

DURATION, MODIFICATION AND TERMINATION

1. This Agreement shall be effective from the date specified in the respective Annexure B. It shall supersede any previous arrangements between the Parties governing the provision of services at locations for which there are valid Annexure B to this Agreement.
2. Modification of, or additions to this Agreement shall be recorded in Annexure B.
3. Any notice referred to under this clause 12 given by one Party under this Agreement shall be deemed properly given if sent by registered letter, or by other means where proof of receipt or acknowledgement is obtained, to the respective office of the other Party as recorded in Annexure B. In the case of a registered letter notice shall be considered to be served on the date of receipt.
4. This Main Agreement shall continue in force until terminated by either Party giving sixty (60) days prior notice to the other Party.
5. Termination by either Party of any Annexure B to this Agreement of all or any part of the services provided at a specific location requires sixty days prior notice to the other Party. In the event of part termination of services, consideration shall be given to an adjustment of charges.
6. Any Annexure B to this Agreement exceeding a defined period of validity, shall continue in effect until terminated by either party providing sixty (60) days prior notice to the other Party.
7. In the event of either Parties permit(s) or other authorisation(s) to operate in the agreed location(s), wholly or in part, being revoked, cancelled, or suspended, that Party shall notify the other Party without delay. Thereafter either Party may terminate the Agreement or the relevant Annexure B at the effective date of such revocation, cancellation or suspension by giving to the other Party notice within twenty-four hours after such event.
8. Either Party may terminate this Agreement and its Annexes at any time with immediate effect if the other Party becomes insolvent, makes a general assignment for the benefit of creditors, or commits an act of bankruptcy or if a petition in bankruptcy or for its reorganisation or the readjustment of its indebtedness be filed by or against it, provided the petition is found justified by the appropriate authority, or if a receiver, trustee or liquidator of all or substantially all of its property be appointed or applied for.
9. Both Parties shall be exempt from obligation if prompt notification is given by either Party in respect of any failure to perform its obligations under this Agreement arising from any of the following causes:
   1. labour disputes involving complete or partial stoppage of work or delay in the performance of work;
   2. force majeure or any other cause beyond the control of either Party.
10. In the event of the Agreement or part thereof being terminated by notice or otherwise, such termination shall be without prejudice to the accrued rights and liabilities of either Party prior to termination.
11. Avcair shall have the right at any time to vary the charges set out in Annexure B provided, however, that Avcair has given notice in writing to the Carrier not less than sixty days prior to the revised charges becoming effective; the first thirty days being a consultation period. The notice shall specify the revised charges, which Avcair proposes to introduce, together with the date on which they are to be brought into effect.
12. Notwithstanding clause 12(k), when changes occur in the schedule, and/or frequencies and/or types of aircraft, other than those set out in Annexure B, which affect the handling costs, either Party shall have the right to request an adjustment to the handling charges as from the date of the change provided that the Party informs the other Party within thirty days of the change.
13. Notwithstanding clause 12(k), when changes occur in the mandatory minimum wage enforced by the state or local government, which affect the handling costs, either Party shall have the right to request an adjustment to the handling charges as from the date of the change provided that the Party informs the other Party without delay.

GOVERNING LAW AND JURISDICTION

1. This Agreement is governed by the law in force in Queensland, Australia.
2. Each party irrevocably submits to the exclusive jurisdiction of courts exercising jurisdiction in Queensland, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this Agreement.
3. Each party irrevocably waives any right it had or may have to object to the venue of any legal process in the courts described in clause 13(b) on the basis that:
   1. any proceeding arising out of or in connection with this Agreement has been brought in an inconvenient forum; or
   2. the courts described in clause 13(b) do not have jurisdiction.

COUNTERPARTS

This Agreement may be executed in original form and/or by facsimile and/or electronic transmission in any number of counterparts and all counterparts taken together shall constitute one and the same instrument. A party may execute this Agreement by signing any counterpart.

MANAGEMENT FUNCTIONS:

Representation

1. Provide and/or arrange for a
   1. guarantee; and/or
   2. bond
   to facilitate the Carrier's activities.
2. Liaise with local authorities.
3. Indicate that Avcair is acting as handling agent for the Carrier.
4. Inform all interested Parties concerning schedules of the Carrier's aircraft.

Administrative Functions

1. Establish and maintain local procedures.
2. Take action on communications addressed to the Carrier.
3. Prepare, forward, file and retain for a period specified in Annexure B, messages/reports/statistics/ documents and perform other administrative duties in the following areas:
   1. station administration
   2. passenger services
   3. ramp services
   4. load control
   5. flight operations
   6. cargo services
   7. mail services
   8. support services
   9. security
   10. aircraft maintenance
   11. other, as specified in Annexure B
4. Maintain the Carrier's manuals, circulars, and other operational documents connected with the performance of the services.
5. Check, sign and/or forward on behalf of the Carrier items including, but not limited to, invoices, supply orders, handling charge notes, work orders.
6. Effect payment, on behalf of the Carrier, including but not limited to:
   1. airport, customs, police and other charges relating to the services performed.
   2. out-of-pocket expenses, accommodation, transport.

Supervision and/or Co-ordination

1. Supervise and/or co-ordinate services contracted by the Carrier with third party(ies).
2. Provide Turnaround coordinator (“TRC”).
3. Ensure that the third party(ies) is(are) informed about operational data and Carrier's requirements in a timely manner.
4. Liaise with the Carrier's designated representative.
5. Verify availability and preparedness of personnel, equipment, Loads, documentation of third party(ies).
6. Meet aircraft upon arrival and liaise with crew.
7. Decide on non-routine matters.
8. Verify dispatch of operational messages.
9. Note irregularities and inform the Carrier.

Station Management

1. Provide representative on behalf of the Carrier to act:
   1. exclusively
   2. non-exclusively
2. Avcair is authorised to represent the Carrier's interest with regard to resolving governmental and local authorities matters
3. Attend local airport meetings on behalf of the Carrier:
   1. Report to the Carrier results/contents of the meetings
   2. Act, vote and commit on behalf of the Carrier
4. Avcair will be authorised to solicit, negotiate and/or commit services on behalf of the Carrier, with the expenditure/commitment limit to be specified in Annexure B, at the following locations:
   1. airport lounges
   2. baggage delivery services
   3. janitorial
   4. newspapers delivery
   5. laundry services
   6. porters
   7. other
   8. Negotiate and secure slot(s) and airport facilities, as available, on behalf of the Carrier.
5. Prepare, request and/or obtain the Carrier's:
   1. Landing;
   2. Overflying;
   3. Other, as specified in Annexure B
   Permission, at the Airport location(s), as defined in Annexure B for
   4. Seasonal/Scheduled flights;
   5. AD HOC flights
6. Perform and report quality/performance measurements
7. Handle the contents of Carrier's company mail pouches
8. Provide a Complaints Resolution Officer (“CRO”), authorised to act on behalf of the Carrier.

PASSENGER SERVICES

General

1. Inform passengers and/or public about time of arrival and/or departure of Carrier's aircraft and surface transport.
2. Make arrangements for, transfer and transit passengers and their baggage and inform them about services available at the airport.
3. When requested by the Carrier, provide and/or arrange for special equipment, facilities and specially trained personnel, for assistance to:
   1. unaccompanied minors
   2. persons with reduced mobility ("PRMs")
   3. VIPs
   4. transit without visa passengers ("TWOVs")
   5. deportees
   6. special medical transport
   7. other, as specified in Annexure B
4. When requested by the Carrier, provide and/or arrange for passenger assistance when flights are interrupted, delayed or cancelled. Such assistance shall include:
   1. meal vouchers
   2. rebooking
   3. transportation
   4. hotel accommodation
   5. personnel
5. Arrange storage of baggage in the bonded store
   1. Notify the Carrier of complaints and claims made by the Carrier's passengers.
   2. Process such claims, as specified in Annexure B.
6. Report to the Carrier any irregularities discovered in passenger and baggage handling.
7. When requested by the Carrier, provide and/or arrange for:
   1. check-in counter(s)
   2. service counter(s)
   3. transfer counter(s)
   4. lounge facilities
   5. set up of Carrier specific items, such as but not limited to carpets, mobile signage, queuing control stanchions
   6. other facilities, as specified in Annexure B
8. Perform the following ticketing/sales functions:
   1. reservations
   2. issuance of transportation documents
   3. ancillary services
   4. e-ticketing
   5. other, as specified in Annexure B

Departure

1. Perform pre-flight editing
2. Check and ensure that tickets are valid for the flight(s). (The check shall not include the fare). At the following locations:
   1. check-in area
   2. lounge
   3. transfer counter
   4. gate
   5. off-airport
   6. other, as specified in Annexure B
3. Check travel documents for the flight(s) concerned within the booking. Avcair shall be liable for Immigration fines in the following cases:
   1. Expired Passports/Visas or Passports/Visas without the minimum required validity at the day of entry;
   2. Non-existence of Visa/Necessary Travel Document required by destination or transit station(s). (Excluding passports damaged or missing at point of transit or entry)
   1. In the event that Avcair does not have access to information that verifies visa validities and entry conditions for the passenger's final destination and transit point(s), Avcair will not have liability.
   2. Avcair shall not be liable for immigration fines in the event of non-bona fide travel documents or other events, which are outside of their control. In the event an immigration fine is announced or raised against the Carrier, the Carrier will make available to Avcair all supporting documents to investigate the matter.
4. Enter passenger and/or travel document information into Carrier's and/or government system at the following locations:
   1. check-in area
   2. lounge
   3. transfer counter
   4. gate
   5. off airport
   6. other, as specified in Annexure B
5. Weigh and/or measure checked and/or cabin baggage, record baggage figures for:
   1. initial flight
   2. subsequent flight(s)
      at the following locations:
      1. check-in area
      2. lounge
      3. transfer counter
      4. gate
      5. off-airport
      6. other, as specified in Annexure B
6. Excess baggage
   1. Determine excess baggage
   2. Issue excess baggage ticket
   3. Collect excess baggage charges
   4. Detach applicable excess baggage coupons at the following locations:
      1. check-in area
      2. lounge
      3. transfer counter
      4. gate
      5. off-airport
      6. other, as specified in Annexure B
7. Tag
   1. checked baggage
   2. cabin baggage for
      1. initial flight
      2. subsequent flight(s)
   3. at the following locations:
      1. check-in area
      2. lounge
      3. transfer counter
      4. gate
      5. off-airport
      6. other, as specified in Annexure B
8. Effect conveyance of checked baggage to the baggage sorting area at the following locations:
   1. check-in area
   2. lounge
   3. transfer counter
   4. gate
   5. other, as specified in Annexure B
9. Effect conveyance of Out of Gauge ("OOG") checked baggage to the baggage sorting area at the following locations:
   1. check-in area
   2. lounge
   3. transfer counter
   4. gate
   5. other, as specified in Annexure B
10. Collect airport and/or any other service charges from departing passengers at the following locations:
    1. check-in area
    2. lounge
    3. transfer counter
    4. gate
    5. other, as specified in Annexure B
11. Carry out the Carrier's seat allocation or selection system, issue boarding pass(es) and detach applicable flight coupons for:
    1. initial flight
    2. subsequent flight(s)
       at the following locations:
       1. check-in area
       2. lounge
       3. transfer counter
       4. gate
       5. off airport
       6. other, as specified in Annexure B
12. Handle:
    1. Denied Boarding process
    2. Denied Boarding Compensation at the following locations:
       1. check-in area
       2. lounge
       3. transfer counter
       4. gate
       5. other, as specified in Annexure B
    3. Direct passengers
       1. through controls to departure gate
       2. to connecting transport to the airport, in case of off airport services.
    4. Handle upgrade/downgrade functions at the following locations:
       1. check-in area
       2. lounge
       3. transfer counter
       4. gate
       5. other, as specified in Annexure B
    5. Handle standby list at the following locations:
       1. check-in area
       2. lounge
       3. transfer counter
       4. gate
       5. other, as specified in Annexure B
    6. At the gate perform
       1. verification of cabin baggage
       2. boarding process
       3. reconciliation of passenger numbers with aircraft documents prior to departure
       4. other gate functions, as specified in Annexure B
13. Collect, reconcile, handle and forward to Carrier the transportation documents (flight coupons, or other flight related documents) uplifted from departing passengers
14. Perform post-flight editing

Arrival

1. Perform and/or arrange for opening/closing aircraft passenger doors.
2. Direct passengers:
   1. from aircraft through controls; and
   2. arriving from the airport, in case of off airport services.
3. Provide and/or arrange for:
   1. Transfer counter
   2. Connection services
   3. Baggage recheck
4. Handle lost, found and damaged property matters.
   1. Provide and/or arrange for:
      1. acceptance of baggage irregularity reports
      2. entering of data into baggage tracing system
      3. maintaining and monitoring baggage tracing system files for period specified in Annexure B
      4. making payments for incidental expenses
      5. delivery of delayed baggage to passengers
      6. handling of communications with passengers
      7. repair or replacement of damaged baggage
      8. handling of baggage in between locations as specified in Annexure B

Inter-modal Transportation by Rail, Road or Sea

1. Carry out passenger and baggage handling as described in clauses 2.1, 2.2 and 2.3, as stipulated in Annexure B, substituting "rail, road or sea transportation" for "aircraft", and "flight(s)", and "terminal" for "airport".
2. Direct departing passengers to connecting transport.
3. Load baggage on connecting transport, as directed by the rail, road or sea transport operator.
4. Handle arriving passengers and baggage from the rail, road or sea transport operator.
5. Direct arriving passengers through controls to the Carrier's flight departure services.
6. Offload baggage from connecting transport, as directed by the rail, road or sea transport operator and transfer it to the Carrier's airport services.

RAMP SERVICES

Baggage Handling

1. Handle baggage in
   1. baggage sorting area.
   2. other location(s), as specified in Annexure B
2. Segregate baggage as specified in Annexure B
3. Priority Baggage
   1. Provide and/or arrange for
      1. Sortation of priority baggage
      2. Load priority baggage in accordance with Carrier's instructions
      3. Prioritise delivery of priority baggage to claim area
   2. Prepare for delivery onto flights
      1. bulk baggage
      2. ULDs
      3. baggage accepted at a location as specified in Annexure B
4. Establish the number and/or weight of
   1. bulk baggage
   2. built—up ULDs
   and provide the load control unit with the information
5. Offload
   1. bulk baggage
   2. ULDs.
6. Deliver to claim area
   1. baggage
   2. Out of Gauge ("OGG")
7. Transfer baggage
   1. Provide and/or arrange for:
      1. Sortation of transfer baggage.
      2. Storage of transfer baggage prior to dispatch (storage time limits to be specified in Annexure B).
      3. Transport of transfer baggage to the sorting area of the receiving carrier.
8. Handle crew baggage.
9. Baggage Tracking
10. Provide and/or arrange for the operation system to provide:
    1. Evidence of acquisition;
    2. Evidence of delivery;
    3. Inventory of bags, upon departure of flight;
    4. Data exchange (e.g. with other airlines)

Marshalling

1. Provide and/or arrange for marshalling at arrival and/or departure.
2. Operate automated guidance systems

Parking

1. Provide, position and/or remove wheel chocks.
2. Provide, position and/or remove:
   1. landing gear locks.
   2. engine blanking covers.
   3. pitot covers.
   4. surface control locks.
   5. tail stands and/or aircraft tethering.
   6. safety cones.
   7. other items, as specified in Annexure B.

Ancillary Items

1. Provide, arrange for and/or operate:
   1. ground power unit
   2. fixed ground power
   3. cooling unit
   4. heating unit
   5. air start unit

Ramp to Flight Deck Communication

1. Provide headsets.
2. Perform ramp to flight deck communication
   1. during push-back.
   2. during tow-in.
   3. during engine starting.
   4. for other purposes.

Loading and Unloading

1. Provide, arrange for and/or operate:
   1. passenger steps.
   2. flight deck steps.
   3. loading bridges
2. Provide and arrange for passenger and crew transport between aircraft and airport terminal(s).
3. Provide, arrange for and/or operate equipment for loading and/or unloading.
4. Provide, arrange, operate and/or delivery and pick-up of:
   1. baggage
   2. mobility devices at aircraft doors or other agreed points.
5. Provide and/or arrange for assembly and transport of:
   1. Baggage
   2. General cargo
   3. Special shipments
   4. Mail
   5. Documents
   6. Company mail
   between agreed points on the airport
6. Provide and/or arrange:
   1. Unload aircraft, returning lashing materials to the Carrier.
   2. Segregate Loads at the aircraft
   3. Load and secure Loads in the aircraft
   4. Redistribute Loads in aircraft.
   5. Operate in-plane loading system.
   6. Report final load distribution to the Load Control unit.
7. Open, close and secure aircraft hold doors.
   1. aircraft lower deck
   2. aircraft main deck
8. Provide and/or arrange for ballast.
9. Provide and/or arrange for safeguarding of all Loads requiring special handling during
   1. loading/unloading
   2. transport between aircraft and designated point on the airport

Safety Measures

1. Provide
   1. portable fire extinguisher on motorized/self- propelled ramp equipment
   2. ramp fire extinguisher
2. Arrange for
   1. attendance of airport fire services at aircraft
   2. ramp fire extinguisher
3. Perform visual external safety/ground damage inspection of
   1. doors and panels and immediate surroundings
   2. other inspection items, as specified in Annexure B
      1. immediately upon arrival
      2. immediately prior departure
      and communicate the results to flight crew or Carrier's representative
4. Check that all doors and access panels are properly closed and locked.

Moving of Aircraft

1. Provide and/or arrange for
   1. tow-in and/or push-back of aircraft
   2. towing of aircraft between other points
   3. cockpit brake operator in connection with towing
   4. wing-walker(s)
2. With the:
   1. Towbar to be provided by the Carrier.
   2. Towbar to be provided by Avcair
   3. Store and maintain towbar(s) provided by the Carrier
3. Provide, install and/or remove aircraft steering bypass pin.

Exterior Cleaning

1. Perform cleaning in accordance with Carriers written instructions of
   1. flight deck windows
   2. cabin windows
   3. aircraft integral steps
   4. slats and leading edges
   5. wings
      1. upper surface
      2. lower surface
   6. flaps (extended)
      1. upper surface
      2. lower surface
   7. ailerons
      1. upper surface
      2. lower surface
   8. engine nacelles and pylons
   9. fuselage
      1. upper surface
      2. lower surface
   10. horizontal stabiliser
   11. vertical stabiliser
   12. landing gear
   13. wheel well

Interior Cleaning

1. Clean
   1. flight deck, if specified, under the control of a person authorised by the Carrier
   2. passenger and crew compartments (other than flight deck)
      1. empty ash trays.
      2. dispose of litter.
      3. clear waste from overhead stowage
      4. wipe tables
      5. seats, seat back pockets and passenger service units
      6. floors
      7. empty refuse bins
      8. surfaces in pantries, galleys (sinks, working surfaces, ovens and surrounds) and toilets (wash basins, bowls, seats, mirrors and surrounds)
      9. remove, as necessary, any contamination caused by airsickness, spilled food or drink and offensive stains
      10. telephones, screens and other equipment
      11. inside windows.
2. Remove and dispose of
   1. litter/waste
   2. food and food-related material (galley waste)
3. Perform cabin dressing
   1. blankets/duvets (fold/place in designated locations)
   2. arrange seat belts
   3. make up berths including crew
   4. replace head rests
   5. replace pillow covers
   6. restock toilet items
   7. replace/restock seat back pocket items
   8. other cabin items, as specified in Annexure B
      1. Materials provided by the Carrier
      2. Materials provided by Avcair
4. Disinfect and/or deodorize aircraft with
   1. materials provided by Carrier
   2. materials provided by Avcair
5. Provide and/or arrange for laundering of:
   1. cabin items (blankets/duvets/pillow cases)
   2. linen
6. Clean:
   1. cargo compartments
   2. ULDs

Toilet Service

1. Provide and/or arrange for:
   1. servicing (empty, clean, flush and replenish fluids).
   2. trituruator/disposal service

Water Service

1. Provide and/or arrange for:
   1. draining tanks.
   2. replenish tanks (water standard as specified in Annexure B)
   3. water quality tests.

Cabin Equipment

1. Rearrange cabin by
   1. removing
   2. installing
   3. repositioning
   cabin equipment, for example, seats and cabin divider(s)

Storage of Cabin Material

1. Provide and/or arrange for storage space for the Carrier's cabin material.
2. Take inventory.
3. Provide and/or arrange for replenishment of stocks.

Catering Ramp Handling

1. Unload/load and stow catering supplies from/on aircraft.
2. Transfer catering supplies on aircraft.
   1. between lower holds and galleys and vice versa
   2. between galleys
3. Transport catering supplies between aircraft and designated points.
4. Complete documentation as agreed.

LOAD CONTROL AND FLIGHT OPERATIONS

Load Control

1. Deliver load control related documents between aircraft and airport buildings and vice versa.
2. Process and/or sign documents and information, including but not limited to, loading instructions, load and trim sheets, Captain's load information and manifests where:
   1. Load Control is performed by Avcair
   2. Avcair is performing inputs/updates when Load Control is performed by the Carrier or third party

Communications

1. Inform all interested Parties concerning movements of the Carrier's aircraft.
2. Compile, receive, process and send all messages in connection with the services performed by Avcair. Avcair is authorised to use Carrier's originator code or double signature procedure and inform the Carrier's representative of the contents of such messages.
3. Provide and/or operate means of communication between the ground station and the Carrier's aircraft.

Flight Operations

1. Inform the Carrier of any known project affecting the operational services and facilities made available to its aircraft in the areas of responsibility as specified in Annexure B.
2. Provide and/or arrange for meteorological documentation and aeronautical information
   1. at the airport location(s), as defined in Annexure B
   2. at different airport location(s)
3. Provide and/or arrange for delivery of flight operations related documentation to the aircraft and obtain signature of the pilot-in- command, where applicable:
   1. at the airport location(s), as defined in Annexure B
   2. at different airport location(s)
4. Analyse the operational conditions and prepare, request, sign and/or make available the operational flight plan according to the instructions and data provided by the Carrier:
   1. at the airport location(s), as defined in Annexure B
   2. at different airport location(s)
   3. en-route
5. Prepare, request, sign and/or file the Air Traffic Services ("ATS") Flight Plan.
   1. at the airport location(s), as defined in Annexure B
   2. at different airport location(s)
6. Request and/or manage the Carrier's slot time allocation with the ATS
   1. at the airport location(s), as defined in Annexure B
   2. at different airport location(s)
7. Provide the crew with a briefing
8. Prepare, sign and/or deliver:
   1. the fuel order
   2. the fuel distribution form
9. Provide ground handling party(ies) with weight and fuel data
10. Obtain a debriefing from incoming crews, distributing reports or completed forms to offices concerned.

Crew Administration

1. Distribute crew schedule information provided by the Carrier to all parties concerned.
2. Arrange hotel accommodation for crew layover
   1. scheduled
   2. non-scheduled
3. Provide and/or arrange for:
   1. crew transportation to/from off airport locations
   2. Direct crew through airport facilities
4. Liaise with
   1. crew layover hotel(s)
   2. crew transportation company on crew call and pick-up timings
5. Prepare crew allowance forms.
6. Pay crew allowances.
7. Inform the Carrier's representative of any crew indisposition or potential absence.

CARGO AND MAIL SERVICES

Customs Control

1. Prepare Customs documentation
2. Obtain Customs clearance
3. Place cargo under Customs control
4. Present to Customs cargo for physical examination for:
   1. inbound cargo
   2. outbound cargo
   3. transfer cargo

Documentation and Information Handling

1. Prepare air waybill or shipment record.
2. Check all documentation to ensure shipment may be carried. The check shall not include the rates charged.
3. Check security status for the shipment(s) concerned and take action as per Carrier's instructions.
4. Obtain capacity/booking information for the Carrier's flights.
5. Split airway bill. Forward copies of manifests and airway bills or shipment record to the Carrier.
6. Prepare cargo manifest(s).
7. Provide the load control unit with special load notification.
8. Return copy of airway bill or shipment record to shipper, endorsed with flight details.
9. Check and/or enter data into Carrier's and/or government/customs system, as specified in Annexure B
10. Receive and process EDI messages (FWB/FHL and e-CSD) received from Carrier or other parties.
11. Upon request from the Carrier print air waybill copies in plain paper copy or IATA Resolution 600a format.
12. Provide and transmit EDI messages in accordance with the standards of the Master Operating Plan.
13. Inform airline or shipper about shipment status via FSU message in accordance with the Master Operating Plan.
14. Notify consignee or agent of arrival of shipments and/or make cargo documents available to consignee or agent.
15. Provide and/or arrange for
    1. collection of “Charges Collect” as shown on the air waybill or shipment record
    2. collection of other charges and fees as shown on the air waybill or shipment record
    3. credit to consignees or agents
    4. delivery of Cargo/Mail related documentation from/to agreed points and the aircraft
16. Prepare additional documentation required for Dangerous Goods Transportation by road and/or maritime.

Physical Handling Outbound/Inbound

1. Accept cargo, ensuring that
   1. machine-readable cargo labels are affixed and processed
   2. manual labels are affixed and processed
   3. shipments are “ready for carriage” in accordance with IATA Resolution 833
   4. the weight and volume and number of pieces of the shipments are checked
   5. the regulations for the carriage of special cargo, particularly the IATA Dangerous Goods Regulations (DGR), IATA Live Animals Regulations (LAR), IATA Perishable Cargo Regulations (PCR), and others have been complied with.
2. Tally and assemble cargo for dispatch
3. Prepare bulk cargo and/or ULDs using:
   1. build up materials provided by Carrier
   2. build up materials provided by Avcair and establish
      1. gross weight
      2. volume
      3. ULD contour
   3. and provide the load control unit with the information
4. Perform acceptance check on pre-built ULDs and establish, if accepted
   1. gross weight
   2. volume
   3. ULD contour
   and provide the load control unit with the information.
5. Load outbound cargo on vehicles and/or assemble cargo for delivery to the aircraft.
6. Offload bulk cargo from vehicles, break down ULDs, check incoming cargo against air waybills or shipment record and manifests and/or release cargo to the consignee or agent
7. Truck service loading/off-loading
   1. Check seals are intact on inbound trucks
   2. Offload truck prior to acceptance into warehouse
   3. Load truck after formal release from warehouse
   4. Place seals
   Truck operated by/or on behalf of the Carrier

Transfer/Transit Cargo

1. Identify transfer/transit cargo.
2. Prepare transfer manifests for cargo to be transported by another carrier.
3. Provide and/or arrange for transport to the receiving carrier's warehouse:
   1. on airport,
   2. off airport
4. Accept/prepare
   1. transfer cargo
   2. transit cargo
   for onward carriage.

Post Office Mail

1. Check incoming and/or outgoing mail against Post Office mail documents.
2. In case of missing documentation, issue substitutes
3. Transport mail from
   1. cargo warehouse to postal facility
   2. postal facility to cargo warehouse
      1. on airport
      2. off airport
      together with documents, against receipt from postal authorities.
4. Handle and check transfer mail against accompanying mail documents.
5. Prepare
   1. Bulk mail
   2. ULDs
   and establish
   3. gross weight
   4. volume
   5. ULD contour
   and provide the load control unit with the information
6. Distribute incoming and/or outgoing post office mail documents

Irregularities Handling

1. Take immediate action in respect of irregularities, damage or mishandling of dangerous goods and other special shipments.
2. Report to the Carrier any irregularities discovered in
   1. cargo
   2. mail
3. Handle lost, found and damaged
   1. cargo
   2. mail
4. Notify the Carrier of complaints and claims and process claims.
5. Take action when consignee refuses acceptance and payment.

SUPPORT SERVICES

Accommodation

1. Provide the Carrier with
   1. office space
   2. storage space
   3. other facilities, as specified in Annexure B

Automation/Computer Systems

1. Provide, arrange for and/or operate computer hardware and other equipment (as specified in Annexure B) to enable access to:
   1. Carrier's system
   2. Avcair's system
   3. other system
2. Perform the following functions in
   1. Carrier's system, Avcair's system, other system for:
      1. Training;
      2. Passenger reservations and sales
      3. Passenger service
      4. Baggage reconciliation.
      5. Baggage tracing.
      6. Operations, load control.
      7. Cargo reservations and sales
      8. Cargo handling
      9. Cargo EDI messaging (IATA cargo-imp or IATA cargo-XML)
      10. Post office mail handling
      11. Maintenance reporting
      12. Other functions
3. Manage Automated Self Check-in device(s) and provide or arrange for:
   1. stock control
   2. stock replenishment
   3. hosting
   4. routine maintenance
   5. servicing and repair
   6. other, as specified in Annexure B

Unit Load Device (“ULD”) Control

1. Provide and/or arrange for storage space for:
   1. passenger ULDs
   2. cargo ULDs
   3. post office mail ULDs
   4. other ULDs
2. Take action to prevent damage, theft or unauthorised use of the Carrier's ULDs in the custody of Avcair. Notify the Carrier immediately of any damage or loss.
3. Take physical inventory of ULD stock and maintain records.
4. Compile and dispatch ULD Control Messages ("UCM").
5. Compile and dispatch ULD Stock Check Messages ("SCMs") at agreed timings as specified in Annexure B
6. Prepare ULD exchange control documentation for all transfers of ULDs and obtain signature(s) of the transferring and receiving carrier(s) or approved third parties and distribute copies.
7. Handle lost, found and damaged ULDs and notify the Carrier of such irregularities.

Fuel Farm ("Depot")

1. Liaise with fuel farm suppliers.
2. Inspect the Carrier's fuel farm product deliveries for contamination, prior to storage. Notify the Carrier of results.
3. Inspect fuel farm storage and/or appliances. Notify the Carrier of results.

Ramp Fuelling/Defueling Operations

1. Liaise with ramp fuel suppliers.
2. Inspect fuel vehicles and/or appliances for contamination. Perform water detection checks
3. Supervise fuelling/defueling operations.
4. Prepare aircraft for fuelling/defueling.
5. Drain water from aircraft fuel tanks.
6. Provide and/or arrange for:
   1. fuelling
   2. defueling
   approved fuelling/defueling equipment.
7. Fuel/defuel aircraft with quantities of products requested by the Carrier's designated representative
8. Check and verify the delivered fuel quantity
9. Deliver the completed fuel order to the Carrier's designated representative.

Surface Transport

1. Provide and/or arrange for the transport of:
   1. passengers
   2. baggage
   3. cargo
   4. post office mail
   5. empty ULDs
   6. other between:
      1. airport and town terminal
      2. airport and other agreed points
      3. separate terminals at the same airport

Catering Services—Liaison and Administration

1. Liaise with the Carrier's catering supplier.
2. Handle requisitions made by the Carrier's authorised representative.

SECURITY

Passenger and Baggage Screening and Reconciliation

1. Provide and/or arrange for:
   1. matching of passengers against established data
   2. security questioning
2. Provide and/or arrange for:
   1. screening of checked baggage.
   2. screening of transfer baggage.
   3. screening of mishandled baggage.
   4. physical examination of checked, transfer and mishandled baggage.
   5. identification of security cleared baggage.
3. Provide and/or arrange for:
   1. screening of passengers.
   2. screening of cabin/unchecked baggage.
   3. physical examination of passengers and cabin/ unchecked baggage.
4. Provide and/or arrange for:
   1. identification of passengers prior to boarding.
   2. reconciliation of boarded passengers with their baggage.
   3. positive baggage identification by passengers.
   4. offloading of baggage for passengers who fail to board the aircraft.

Cargo and Post Office Mail

1. Provide and/or arrange for:
   1. control of access to the cargo facilities.
   2. screening of cargo and/or mail.
   3. physical examination of cargo.
   4. holding of cargo and/or mail for variable periods.
   5. secure storage of cargo and/or mail.

Catering

1. Provide and/or arrange for:
   1. control of access to the catering unit.
   2. security supervision during food preparation.
   3. security check of catering uplifts.
   4. sealing of food and/or bar trolleys/containers.
   5. physical examination of catering vehicles prior to loading.
   6. sealing of catering vehicles

Ramp

1. Provide and/or arrange for control of access to:
   1. aircraft.
   2. designated areas.
2. Provide and/or arrange for searching of:
   1. flight deck
   2. upper deck
   3. main deck
   4. lower holds (front, rear and bulk)
   5. crew compartment(s)
   6. galley(s)
   7. lavatories
   8. wheel wells
   9. other, as specified in Annexure B
3. Provide and/or arrange for guarding of/ sealing of
   1. aircraft
   2. designated areas
   3. baggage in the baggage make-up areas
4. Provide and/or arrange for security personnel to safeguard all Loads:
   1. during the transport between aircraft and designated locations;
   2. during offloading and loading of aircraft.

Additional Security Services

1. Provide and/or arrange for additional security services (e.g. Ground Security Coordinator), as specified in Annexure B

AIRCRAFT MAINTENANCE

Routine Services

1. Maintain the Carrier's technical manuals, handbooks, catalogues, and other operational documents connected with performance of the services as specified in Annexure B.
2. Perform line inspection in accordance with Carrier's current instructions.
3. Enter in the aircraft log(s) and sign for the performance of line inspection.
4. Enter remarks in aircraft log(s) regarding defects observed during the inspection.
5. Provide personnel to assist the flight crew or ground staff in the performance of their tasks.

Replenishing of Oils and Fluids

1. Perform and/or supervise replenishing operations.
2. Provide, arrange for and/or operate replenishing equipment.
3. Wipe excess oil from engine nacelles
4. Engine Oil to be provided by the Carrier.
5. Engine Oil to be provided by Avcair.
6. Hydraulic fluid to be provided by the Carrier.
7. Hydraulic fluid to be provided by Avcair.

Non-routine Services

1. Rectify defects entered in the aircraft log as reported by the crew or revealed during the inspection, to the extent requested by the Carrier. However, major repairs must be separately agreed upon between the Parties.
2. Enter in aircraft log(s) and sign for the action taken.
3. Report technical irregularities and actions taken to the Carrier's maintenance base.
4. Provide and/or arrange for maintenance facilities, tools and special equipment to the extent available.
5. Move aircraft under its own power

Material Handling

1. Obtain Customs clearance for and/or administer the Carrier's spare parts and/or equipment.
2. Provide periodic inspection of the Carrier's spare parts and/or equipment.
3. Provide storage space for the Carrier's spare parts and/or equipment.

Parking and Hangar Space

1. Provide and/or arrange for:
   1. parking space.
   2. hangar space

HANDLING SERVICES AND CHARGES

1. For a single ground handling consisting of the arrival and the subsequent departure at agreed timings of the same aircraft, Avcair shall provide the following services of Annexure A at the following rates.
   1. Section(s) price per (aircraft type, etc.).
   2. Section(s) price per
2. Handling in case of Technical Landing for other than commercial purposes will be charged at {TBC}% of the above rates, provided that a physical change of load is not involved.
3. Handling in case of return to ramp will not be charged extra, provided that a physical change of load is not involved.
4. Handling in case of return to ramp involving a physical change of load will be charged at {TBC}% of the above rates.

ADDITIONAL SERVICES AND CHARGES

1. All services not included in Paragraph 1 of this Annex will be charged for as follows:
1. {TBC}

DISBURSEMENTS

1. Any disbursements made by Avcair on behalf of the Carrier will be reimbursed by the Carrier at cost price plus an accounting surcharge of {TBC}%. In order to claim such disbursements, Avcair shall provide receipts, invoices or any reasonable evidence substantiating such disbursements.

LIMIT OF LIABILITY

1. The limit of liability referred to in clause 9 of the Agreement shall be as follows:

   Aircraft Type	Limit (per incident)
   {TBC}	AUD$1,500,000.00

2. Notwithstanding the above, Avcair's liability will be limited to AUD$1,500,000 per incident as outlined in clause 9 of the Agreement.

TRANSFER OF SERVICES

1. In accordance with clause 4 of the Main Agreement, Avcair subcontracts the services of Annexure A Section(s) to:
   1. {TBC}

PAYMENT

1. Notwithstanding clause 8(b) of the Main Agreement, payment of account shall be effected with reference to clause 8(c), the Parties establish the following payment terms:
   1. {TBC}
2. Avcair will send invoices to (TBC email/physical address). Notwithstanding clause 8(a) of the Main Agreement, Avcair shall submit invoices to the Carrier and the Carrier shall pay Avcair within days of the invoice.
3. In the event the Carrier disputes any charge or fee set forth in any invoice, Carrier shall pay the undisputed portion and notify Avcair of the discrepancy in billing. Both parties shall then seek in good faith to resolve the disputed amount(s). Upon the resolution of any disputed amount the Carrier shall promptly pay the balance due to Avcair.

SUPERVISION AND ADMINISTRATION

1. The services of Annexure A, Section 1, clause 2.3 covered by clause 1 of this Annexure B, refer only to the following services of Annexure A which are performed for the Carrier by other organisation(s) under cover of separate agreement(s):
   1. Section(s): {TBC}
   2. Section(s): {TBC}

DURATION, MODIFICATION AND TERMINATION

1. Any change to clause 12 of the body of this Agreement, in particular to the duration of the Agreement, validity of rates or rights of termination shall be recorded below, notwithstanding the corresponding clauses of the Agreement.

Duration

1. Notwithstanding clauses 12(d) and 12(e) of the Agreement.
2. Notwithstanding clause12(k) of the Main Agreement, the rates contained in Paragraph 1 shall be:
   1. {TBC}

Modification

1. Any modification to this Annexure B shall be made by a written amendment signed by both Parties.

Termination

1. Notwithstanding clause 8 of this Annexure B, this Annexure B may be terminated on the following terms:
   1. The Carrier may terminate this Annexure B, if Avcair fails to provide a consistently satisfactory level of service, the Carrier reserves the right to provide Avcair with written notice to the effect that correction is required within sixty (60) days. If Avcair fails to correct the situation within sixty (60) days, the Carrier may terminate the Agreement upon an thirty (30) additional days prior written notice. In accordance with clause 6(h) of the Agreement a consistent satisfactory level of service is defined in a separate Service Level Agreement as Attachment to this Annexure B.
   2. In the event of Avcair's material and sustained failure to perform the services as outlined in clause 6(h) of the Agreement, Carrier reserves the right to provide Avcair with written notice to the effect that correction is required within thirty (30) days. If Avcair fails to reasonably correct the situation within thirty (30) days, the Carrier may terminate the Agreement upon an additional thirty (30) days prior written notice.

NOTICES

In accordance clause 12(c) of the Agreement, any notice or communication to be given hereunder shall be addressed to the respective parties as follows:

1. To Carrier:
   1. Street: {TBC}
   2. City, Country: {TBC}
   3. Telephone: {TBC}
   4. Fax: {TBC}
   5. E-mail: {TBC}
   6. Attn: {TBC}
2. To Avcair:
   1. Street: {TBC}
   2. City, Country: {TBC}
   3. Telephone: {TBC}
   4. Fax: {TBC}
   5. E-mail: {TBC}
   6. Attn: {TBC}

GOVERNING LAW

1. In accordance with clause 13 of the Agreement, this Annexure B shall be governed by and interpreted in accordance with the laws of Queensland, Australia.
2. In accordance with clause 13 of the Main Agreement, courts for the resolution of disputes shall be the Courts of Queensland, Australia.