Terms and conditions

Introduction

1. Definitions

In these Terms, the following words have the meanings set out below:

• "Company" / "SpareOnAir.com" / "Platform" means the website at www.spareonair.com, associated mobile interfaces, and the technology, hosting, and administrative services operated by or on behalf of the Company.
• "User" means any person or entity that registers for, accesses, or uses the Platform in any role, including Buyer, Seller, or Guest.
• "Buyer" means a User who searches, browses, requests quotations for, or purchases Parts or Services through the Platform.
• "Seller" means a User approved to list Parts or Services for sale, lease, or engagement through the Platform.
• "Guest" means an unregistered visitor browsing public Platform content.
• "Listing" means any Part or Service offered, described, priced, or otherwise published by a Seller on the Platform.
• "Part(s)" means aircraft spare parts, components, assemblies, or related hardware listed for sale on the Platform.
• "Services" means non-parts offerings facilitated through the Platform, including without limitation aircraft/engine/component leasing, MRO services, logistics and freight support, and aircraft or parts scrapping/teardown services.
• "RFQ" means a Request for Quotation submitted by a Buyer to one or more Sellers through the Platform.
• "Transaction" means any sale, purchase, lease, quotation, order, or service engagement negotiated or concluded between Users, whether or not facilitated through Platform messaging or RFQ tools.

2. Acceptance of Terms & Eligibility

• The User confirms they are at least 18 years of age, or the age of legal majority in their jurisdiction, and have full legal capacity to enter into binding agreements.
• A User registering on behalf of a company, airline, MRO, lessor, or other entity confirms they are duly authorized to bind that entity to these Terms.
• The User agrees to provide accurate, current, and complete registration information, and to keep such information updated.
• Each User is solely responsible for maintaining the confidentiality of their account credentials and for all activity occurring under their account.
• The Company may, at its discretion, request additional verification documents before approving or continuing to host a Seller account. Such verification, if performed, is an administrative check only and is not a guarantee of the accuracy of any information provided.

3. Platform Role Disclaimer (Marketplace Only)

SpareOnAir.com operates solely as a digital marketplace and technology platform facilitating introductions, listings, RFQs, and communications between independent third-party Buyers and Sellers of aircraft spare parts and related aviation Services.

All Transactions occur directly between Buyers and Sellers, at their own risk. The Company is not a party to, and assumes no responsibility for, any Transaction arranged or concluded between Users.

• SpareOnAir.com does not own, manufacture, inspect, repair, overhaul, certify, store, package, transport, or install any aircraft Parts.
• SpareOnAir.com does not act as a broker, dealer, distributor, MRO organization, aircraft operator, lessor, freight forwarder, or customs agent.
• SpareOnAir.com does not perform, supervise, or guarantee the performance of any leasing, MRO, logistics, or scrapping/teardown Service listed by a Seller.
• SpareOnAir.com does not provide technical, airworthiness, environmental, or regulatory approval services of any kind.

4. Listings, Seller Applications & Moderation Disclaimer

• Sellers must apply to list Parts or Services, and Listings may be subject to review by Platform administrators or editors before publication.
• Approval or publication of a Listing is solely an administrative and formatting check and does not constitute verification of authenticity, ownership, condition, traceability, certification validity, airworthiness, legality, or regulatory compliance of the underlying Part or Service.
• The Company may approve, reject, edit, suspend, unpublish, or remove any Listing, RFQ, or message at its sole discretion, with or without notice, and without liability to any User.
• A User's reliance on the fact that a Listing has been approved or published is at that User's own risk and does not create any warranty or representation by the Company.

5. No Warranty & No Representation Disclaimer

SpareOnAir.com makes no warranties or representations, express or implied, including but not limited to merchantability, fitness for a particular purpose, airworthiness, compliance with aviation authority requirements, and accuracy or completeness of Listings, descriptions, certifications, or other documentation.

All Parts and Services are listed and engaged "as-is" and "as-available."

6. Seller Responsibility Disclaimer

Each Seller represents, warrants, and accepts full responsibility for its Listings, Parts, Services, RFQ responses, quotations, and order status updates.

SpareOnAir.com bears no responsibility for Seller misconduct, misrepresentation, or fraud.

• Parts listed are genuine, lawfully owned, and legally transferable.
• All certifications, including FAA Form 8130-3, EASA Form 1, Certificate of Conformity, and similar documents, are authentic, accurate, and valid.
• No counterfeit, unapproved, or fraudulent parts are listed.
• Sellers hold all regulatory approvals, licences, and permits required to sell such Parts or to perform any listed Service.
• Sellers offering leasing, MRO, logistics, or scrapping/teardown Services hold all applicable civil aviation authority approvals, customs and freight licences, and environmental or hazardous-materials permits required for that Service.
• All RFQ responses, quotations, and order status updates provided through the Platform are accurate and made in good faith.

7. Buyer Responsibility & Installation Disclaimer

Buyers acknowledge and agree that SpareOnAir.com is not responsible for installation outcomes, operational failures, or airworthiness determinations.

• Buyers are solely responsible for independently verifying part suitability, certification, and traceability prior to purchase or installation.
• Installation, repair, or overhaul must only be performed by authorized and certified MRO organizations.
• Any use of Parts outside approved maintenance procedures is entirely at the Buyer's risk.
• Engagement of any leasing, logistics, or other Service introduced through the Platform is subject to the Buyer's own due diligence on the Seller's credentials, licences, and approvals.

8. RFQs, Messaging & Communications Disclaimer

• The Platform provides tools enabling Buyers and Sellers to submit and manage RFQs, exchange messages, and track order status.
• The Company does not verify the accuracy of RFQ content, messages, or order status updates, and does not guarantee that any Seller will respond to an RFQ or that any quotation will be honoured.
• The Company is not an agent of either party and is not a party to any agreement reached through Platform messaging or RFQ tools.
• The Company may monitor messaging and RFQ content for policy compliance, suspected fraud, or abuse, but is under no obligation to do so and is not liable for failing to detect or prevent misconduct conveyed through these tools.

9. Counterfeit, Defective & Used Parts Disclaimer

The User acknowledges the historical risks associated with counterfeit, improperly repaired, or falsely certified aircraft parts in the aviation industry. While SpareOnAir.com may implement verification, screening, or monitoring tools, the Platform does not guarantee detection of counterfeit or defective parts.

All risks related to counterfeit parts, hidden defects, incomplete traceability, and prior usage history remain solely with the Buyer and Seller.

10. Related Aviation Services Disclaimer (Leasing, MRO, Logistics & Scrapping)

• Leasing: any aircraft, engine, or component leasing arrangement listed or discussed through the Platform is strictly between the lessor and lessee Users. The Company is not a lessor, does not assess lessee creditworthiness, and does not verify lessor title, liens, or encumbrances over leased assets.
• MRO Services: the Platform may list independent MRO service providers. The Company does not endorse, supervise, audit, or certify any MRO organization, and Users must independently verify applicable approvals before engaging any such provider.
• Logistics Support: any freight forwarding, customs clearance, or transport service listed is provided by an independent third party. The Company is not liable for shipment loss, damage, customs delay, or seizure arising from any such service.
• Scrapping / Teardown Services: Sellers offering aircraft or parts scrapping, dismantling, or teardown services are solely responsible for compliance with applicable environmental, hazardous-materials, and disposal regulations. The Company does not certify the teardown process or any resulting part-out documentation.

11. AOG, Delays & Operational Impact Disclaimer

SpareOnAir.com shall not be liable for Aircraft on Ground (AOG) situations, operational delays, loss of revenue, schedule disruptions, consequential damages, logistics delays, customs holds, or regulatory inspections.

The Platform provides information and access, not delivery, performance, or turnaround-time guarantees.

12. Unauthorized MRO & Third-Party Services Disclaimer

SpareOnAir.com does not authorize, endorse, supervise, or verify any MRO organization, repair, overhaul, modification service, inspection facility, or testing facility listed on or introduced through the Platform. Any third-party services are engaged entirely at the User's discretion and risk.

13. Export Control, Sanctions & Embargoes Disclaimer

SpareOnAir.com is not liable for seizures, penalties, fines, or enforcement actions arising from a User's Transaction. Any violation may result in immediate account suspension or termination and reporting to the relevant authorities.

• All Transactions must comply with applicable export control, sanctions, and embargo laws, including those administered by the United Nations, OFAC, the EU, the UK, the United Arab Emirates, and any other applicable authority.
• Transactions involving sanctioned countries, entities, or individuals, or Parts of US, EU, or UK origin subject to export licensing, including ITAR/EAR-controlled items, are strictly prohibited unless all required licences and authorizations have been obtained.
• SpareOnAir.com does not screen, guarantee, or assume responsibility for sanctions or export-control compliance on behalf of Users.

14. Payments & Financial Disclaimer

Where the Platform facilitates payments or escrow services via third-party providers, SpareOnAir.com is not a bank, financial institution, or payment guarantor; is not responsible for chargebacks, currency fluctuations, banking delays, or tax obligations; and does not guarantee Seller performance, Buyer acceptance, or fund recovery in the event of a dispute.

Order tracking or order-status features on the Platform are informational only and do not constitute payment processing, escrow, or a guarantee of fulfilment unless expressly stated otherwise in a separate written agreement. All financial risks remain with the transacting parties.

15. Reporting, Investigation & Account Action

• The Platform provides tools allowing Users to report a Listing, Seller, or Buyer for suspected misconduct.
• The Company may, at its discretion, investigate reports, but is not obligated to do so, does not guarantee any particular outcome or timeline, and does not guarantee recovery of any funds or losses.
• The Company reserves the right to suspend or terminate accounts, remove Listings, withhold payouts where applicable, and report suspected unlawful activity to relevant regulatory, customs, or law-enforcement authorities.

16. Intellectual Property

• The Platform name, logo, look-and-feel, software, and underlying technology are the property of the Company and may not be copied, reproduced, or used without prior written consent.
• By submitting a Listing, photo, certificate, or other content, the User grants the Company a non-exclusive, royalty-free licence to host, display, and reproduce that content solely for the purpose of operating and promoting the Platform.
• Users represent that they hold all necessary rights to any content, images, or documents they upload, and that such content does not infringe any third party's intellectual property or confidentiality rights.

17. Privacy & Data Protection

Use of the Platform is also governed by the Company's separate Privacy Policy, which describes how registration data, Listing content, messages, and uploaded documents are collected, stored, and processed, including via third-party infrastructure providers. The Company will process personal data in accordance with the UAE Federal Decree-Law on the Protection of Personal Data and other applicable data protection laws.

18. Limitation of Liability

• To the maximum extent permitted by law, SpareOnAir.com shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profit, revenue, data, or goodwill, arising from use of the Platform or any Transaction.
• The Company's total aggregate liability to a User, if any, arising out of or relating to these Terms or the Platform shall not exceed the total fees, if any, paid by that User to the Company in the twelve (12) months preceding the event giving rise to the claim, or AED 1,000 if no fees were paid, whichever is greater.

19. Indemnification

The User agrees to fully indemnify and hold harmless SpareOnAir.com, its directors, officers, employees, and affiliates from and against any claims, losses, damages, penalties, fines, or legal costs arising from use or misuse of the Platform, breach of these Terms, regulatory or export-control violations, or the sale, purchase, lease, listing, or use of any Part or Service arranged through the Platform.

20. Suspension & Termination

• The Company may suspend or terminate a User's access to the Platform at any time, with or without notice, for breach of these Terms, suspected fraud, sanctions-related concerns, or at its reasonable discretion.
• Suspension or termination does not affect any rights or obligations that have already accrued between Users in respect of a Transaction, nor does it create any liability for the Company in relation to pending RFQs, Listings, or orders.
• A User may close their account at any time by written request; certain records may be retained as required by law or for legitimate business purposes.

21. Force Majeure

The Company shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, war, civil unrest, government action, sanctions, internet or hosting-provider outages, or other events of force majeure.

22. Governing Law & Dispute Resolution

These Terms are governed by the laws of the United Arab Emirates. [Placeholder - to be confirmed with counsel: disputes to be submitted to the exclusive jurisdiction of the onshore Dubai Courts, OR resolved by arbitration seated in the DIFC / administered by the Dubai International Arbitration Centre (DIAC), with the seat, language, and number of arbitrators to be specified.]

This clause is intentionally left as a placeholder. The choice between onshore courts, DIFC Courts, and arbitration has significant practical consequences and should be finalized with a UAE-qualified lawyer.

23. General Provisions

• Entire Agreement: these Terms, together with the Privacy Policy and any other referenced policies, constitute the entire agreement between the User and the Company regarding use of the Platform.
• Severability: if any provision of these Terms is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.
• No Waiver: the Company's failure to enforce any provision shall not constitute a waiver of that provision.
• Assignment: the Company may assign or transfer these Terms in connection with a merger, acquisition, or sale of assets; Users may not assign their rights without the Company's prior written consent.
• Amendments: the Company may update these Terms from time to time; continued use of the Platform after notice of changes constitutes acceptance of the revised Terms.
• Language: these Terms are issued in English. [Placeholder - confirm whether an Arabic version is required and which version controls in case of conflict.]

24. Acknowledgment & Acceptance

By proceeding, the User confirms that they have read and understood these Terms and all disclaimers contained within them, accept all associated risks of using a marketplace platform for aircraft Parts and related Services, agree that SpareOnAir.com is a neutral technology platform only and is not a party to any Transaction between Users, and waive any claims against SpareOnAir.com arising from third-party Transactions to the fullest extent permitted by law.

Acceptance of these Terms is mandatory to register for or use the Platform.