Version: 2026.v1 (2026-01-01)
These Terms of Business apply to all goods and services supplied by KNSI Aviation Engineering Limited (“KNSI”) to the customer (“Customer”), unless otherwise expressly agreed in writing by KNSI.
1. Customer-Supplied Materials and Information
The Customer shall provide all drawings, specifications, technical data, aircraft information, components, materials and other information reasonably required by KNSI to perform the contract.
The Customer warrants that all information and materials supplied are complete, accurate, suitable for their intended purpose and may lawfully be used by KNSI.
KNSI shall not be responsible for any delay, additional cost, defect, non-conformity or other consequence arising from inaccurate, incomplete, defective or late Customer-supplied information or materials.
The Customer shall indemnify KNSI against claims arising from KNSI’s authorised use of Customer-supplied materials or information, including any claim that such use infringes third-party intellectual property rights.
2. Variations and Change Control
No variation to the scope, specification, quantity, delivery requirement or other requirement shall be binding unless accepted by KNSI in writing.
KNSI may adjust the price, delivery date and other contractual requirements where a variation, revised Customer instruction, regulatory requirement, inaccurate Customer information or other matter outside KNSI’s reasonable control affects the work.
KNSI shall have no obligation to commence additional or varied work until the commercial and technical implications have been agreed.
3. Price, Payment and Late Payment
Invoices shall be payable within the period stated in KNSI’s quotation, order acknowledgement or invoice.
All amounts shall be paid in full without set-off, counterclaim, deduction or withholding except where required by law.
If any amount is overdue, KNSI may suspend performance and charge interest and recovery costs to the fullest extent permitted by applicable law.
Suspension for non-payment shall not relieve the Customer of its obligations or entitle the Customer to compensation for resulting delay.
4. Risk and Title
Risk in goods shall pass to the Customer upon delivery in accordance with the agreed delivery terms.
Legal and beneficial title to goods shall remain with KNSI until KNSI has received payment in full for those goods and all other sums due from the Customer.
Until title passes, the Customer shall keep the goods identifiable as KNSI property, properly stored, protected and insured and shall not dispose of, charge or encumber them except in the ordinary course of business.
5. Intellectual Property
All intellectual property rights owned, developed or used by KNSI independently of the specific contract, including know-how, methodologies, processes, designs, calculations, templates, software, drawings, manufacturing methods and technical knowledge (“Background IP”), shall remain the exclusive property of KNSI.
Unless expressly agreed otherwise in writing, ownership of intellectual property created by KNSI in performing the contract shall remain with KNSI.
Following full payment, the Customer shall receive a non-exclusive, non-transferable licence to use project-specific deliverables solely for the purpose, product, aircraft, installation or programme for which they were supplied.
The Customer shall not copy, modify, reverse engineer, reproduce, disclose, commercialise, manufacture from, transfer or use KNSI intellectual property for any other purpose without KNSI’s prior written consent.
6. Confidentiality
Each party shall keep confidential all commercial, technical and proprietary information received from the other party and shall use such information solely for performance of the contract.
Confidential information may be disclosed only to employees, professional advisers, approved subcontractors or regulatory authorities who reasonably require it and who are subject to appropriate confidentiality obligations.
These obligations shall not apply to information which is lawfully in the public domain, already lawfully known to the receiving party, independently developed, lawfully obtained from a third party, or required to be disclosed by law.
The obligations in this clause shall survive termination of the contract.
7. Subcontracting
KNSI may appoint subcontractors, suppliers, consultants or other third parties to perform any part of its obligations.
KNSI may disclose relevant Customer information to such parties where reasonably necessary for performance of the contract, subject to appropriate confidentiality and data protection requirements.
Nothing in this clause shall alter any regulatory responsibility that KNSI is legally required to retain.
8. Export Controls and Sanctions
The Customer shall comply with all applicable export control, trade control, sanctions, customs and import laws.
The Customer shall provide any end-user, end-use, destination, ownership or other information reasonably requested by KNSI for compliance purposes.
The Customer shall not directly or indirectly supply, export, re-export, transfer or use goods, services, technology or technical data supplied by KNSI in breach of applicable export controls or sanctions.
KNSI may refuse, suspend or cancel performance without liability where it reasonably considers that performance may breach applicable export control or sanctions laws, or where a required licence, consent or authorisation is unavailable.
9. Data Protection
Each party shall comply with applicable data protection legislation, including the UK GDPR and Data Protection Act 2018.
Where each party independently determines the purposes and means of processing personal data, each shall act as an independent controller.
Where KNSI processes personal data solely on behalf of the Customer, the parties shall enter into any additional data-processing terms required by applicable law.
KNSI may process personal data where reasonably necessary to administer orders, provide goods and services, maintain regulatory and commercial records, communicate with the Customer and comply with legal obligations.
10. Insurance
KNSI shall maintain such insurance as it considers reasonably appropriate having regard to the nature of its business and legal or regulatory requirements.
The Customer shall maintain appropriate insurance in respect of its aircraft, operations, personnel, property, products and liabilities.
The existence of insurance shall not increase or extend KNSI’s liability beyond that expressly provided under the contract.
11. Indemnities
The Customer shall indemnify and keep indemnified KNSI, its officers, employees and subcontractors against losses, liabilities, damages, costs and claims arising from:
(a) Customer-supplied information, designs, materials or instructions;
(b) use of goods or deliverables outside their specified or approved purpose;
(c) unauthorised alteration, modification, installation or use;
(d) breach by the Customer of export control, sanctions or other applicable laws;
(e) infringement of third-party rights resulting from material or instructions supplied by the Customer; or
(f) breach by the Customer of these Terms.
The Customer’s liability under this clause shall not be limited by any limitation applying to KNSI’s liability unless expressly agreed in writing.
12. Limitation of Liability
Nothing in these Terms shall exclude or restrict any liability which cannot lawfully be excluded or restricted, including liability for death or personal injury caused by negligence or liability arising from fraud or fraudulent misrepresentation.
Subject to the preceding paragraph, to the fullest extent permitted by law, KNSI shall have no liability to the Customer for:
(a) loss of profit, revenue, business, contracts, anticipated savings or opportunity;
(b) loss of use, operational loss, aircraft downtime, grounding costs, delay costs or replacement aircraft costs;
(c) loss or corruption of data;
(d) loss of goodwill or reputation;
(e) indirect, consequential, special or incidental loss; or
(f) any loss arising from Customer-supplied information, unauthorised use, third-party modification or use outside the specified purpose.
Subject to liabilities which cannot lawfully be limited, KNSI’s total aggregate liability arising out of or in connection with a contract, whether in contract, tort, negligence, misrepresentation, restitution, breach of statutory duty or otherwise, shall not exceed the total amount actually paid to KNSI under the specific contract giving rise to the claim.
KNSI shall not be liable for any claim unless the Customer gives written notice describing the claim in reasonable detail promptly after becoming aware of it and, in any event, within twelve months after completion or termination of the relevant contract, except where such restriction is prohibited by law.
13. Force Majeure
KNSI shall not be liable for failure or delay in performing its obligations due to circumstances beyond its reasonable control, including acts of God, fire, flood, epidemic, pandemic, war, terrorism, civil disturbance, industrial action, transport disruption, material or component shortage, energy interruption, cyber incident, failure of suppliers, government action, regulatory delay, export restrictions or sanctions.
KNSI’s obligations shall be suspended for the duration of the relevant event and any delivery dates shall be extended accordingly.
Where the event continues for a prolonged period, KNSI may terminate the affected contract without liability upon written notice.
14. Termination and Suspension
KNSI may suspend performance or terminate a contract immediately by written notice if the Customer:
(a) fails to pay an amount when due;
(b) commits a material breach and, where capable of remedy, fails to remedy it within a reasonable period after notice;
(c) becomes insolvent or subject to any analogous insolvency procedure;
(d) breaches applicable export control, sanctions or compliance requirements; or
(e) acts in a manner which reasonably exposes KNSI to legal, regulatory, financial or reputational risk.
Upon termination, all sums due to KNSI shall become immediately payable.
The Customer shall pay for all work performed, goods completed or partly completed, materials ordered, non-cancellable commitments and reasonable termination or demobilisation costs incurred by KNSI.
Termination shall not affect rights or obligations accrued before termination or provisions intended to survive termination.
15. Notices
Any formal notice under the contract shall be in writing and delivered by hand, prepaid first-class post, recognised courier or email to the address notified by the receiving party for contractual notices.
A notice shall be treated as received when delivered by hand; on the second business day after posting within the United Kingdom; upon recorded delivery by courier; or, for email, at the time of transmission provided no delivery failure notification is received.
This clause shall not apply to the service of legal proceedings.
16. Governing Law and Jurisdiction
The contract and any dispute or non-contractual obligation arising out of or in connection with it shall be governed by the laws of England and Wales.
The courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with the contract.
17. General
Entire Agreement. The contract constitutes the entire agreement between the parties regarding its subject matter and supersedes prior discussions, correspondence and representations relating to it.
Order of Precedence. In the event of inconsistency, any expressly negotiated written agreement or KNSI quotation shall take precedence over these Terms. Any Customer terms contained in a purchase order or other document shall not apply unless expressly accepted in writing by KNSI.
No Waiver. Failure or delay in exercising a right shall not constitute a waiver of that right.
Severability. If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary or severed, and the remaining provisions shall continue in force.
Assignment. The Customer shall not assign, transfer, charge or otherwise dispose of its rights or obligations without KNSI’s prior written consent. KNSI may assign or transfer its rights and obligations to an affiliate or successor to its business.
Third-Party Rights. Except where expressly stated, no person other than the parties shall have any right to enforce the contract under the Contracts (Rights of Third Parties) Act 1999.
Relationship. Nothing in the contract creates a partnership, joint venture, agency or employment relationship between the parties.
Survival. Provisions concerning payment, intellectual property, confidentiality, indemnities, liability, governing law and any provisions which by their nature are intended to continue shall survive expiry or termination.