This Membership Agreement (“Agreement”) is entered into by and between FlyAffinity Ltd, a limited company registered in the United Kingdom, registered number 13874011 and whose registered office is at 85 Great Portland Street, London, W1W 7LT (“FlyAffinity”) and the individual or entity identified on the signature page of this Membership Agreement (“Member”).
“Additional Sectors” additional Flight Sectors, where a flight occurs in multiple stages and has more than one landing and takeoff, each takeoff and landing, after the initial departure and first landing is an Additional Sector.
“Additional Services” Include (without limitation): hotels, non-standard catering, airport shuttles, SATCOM services (i.e wi-fi and inflight telephone, and associated license fees), VIP transfers and other requested extra services.
“Aircraft Operator” An independent licensed air transport undertaking that is the actual operator of an Aircraft for the Travel Itinerary as specified in the Booking Confirmation.
“Ancillary extras” additional services not included within the Quotation and requested by Member during the Travel Itinerary which may be facilitated by FlyAffinity in addition to the services already booked on behalf of Member for example executive chauffeur services.
“Authorised Bookers” named individuals authorised to request Quotations on Member’s behalf under this Agreement.
“Charter Fees” these are the fees calculated by the Aircraft Operator using the hourly rate of the aircraft, and take off and landing fees plus any other included services detailed in the quotation.
“Documents” this Agreement and the Quotations issued pursuant thereto in conjunction with all relevant FlyAffinity Policies and Aircraft Operator policies.
“Domestic Flight” a Flight, under 5 hours flight time as quoted by the Aircraft Operator, where the airports of both takeoff and landing are within the geographical borders of the same country (excluding off shore oil or gas rigs) and there are no intermediate landings outside these areas.
“Extra Charges” Include (without limitation) over flight permissions, war risk insurance premium surcharges, de-icing, fuel surcharges, additional routing charges, weather diversions, declaration of war or closed airspace and additional crew costs.
“Flight” Any flight booked with the Aircraft Operator for the Member as set out in the Quotation.
“Flight Sector” where an aircraft has taken flight and departed from one airport and landed again.
“Force Majeure Event” Includes an event or circumstance beyond FlyAffinity reasonable control caused by adverse weather conditions, mechanical breakdown, unexpected flight safety shortcomings, security, health risks including Covid 19 restrictions, industrial action, air traffic control decisions, airspace or airport restrictions or closure, unexpected exercise of authority by government or other competent authority including border closures, withdrawal of traffic rights, political instability, terrorism or war.
“Helicopter Flights” any Member flights under this Agreement using a helicopter.
“International Flight” all flights other than a Domestic Flight as detailed in Annex 1.
“Membership Benefits” those benefits made available by FlyAffinity to Member as detailed in this Agreement, Annex 2 and updated from time to time.
“Membership Fee” the Membership Fees charged by FlyAffinity as detailed in Annex 1.
“Named Member” where the Member is a legal entity they will designate a Named Member with whom FlyAffinity shall communicate for all matters relevant to this Agreement.
“Quotation” A flight or Additional Services quotation document communicated by FlyAffinity on behalf of Aircraft Operators or Third-Party Suppliers setting out the price, payment terms and account details, flight details and taxes payable and any other applicable additional terms and conditions.
“Third-Party Supplier” a service provider booked by FlyAffinity on behalf of its Member as part of the Members Travel Itinerary.
“Travel Itinerary” the documentation provided by FlyAffinity to a Member detailing all elements of their booking which could be a Flight, ground transportation or helicopter transfer pursuant to a Quotation.
2. MEMBERSHIP TERMS
2.1 This Agreement governs the Fly Affinity membership terms applicable to Members as well as the service terms applicable to the Flights and Additional Services arranged by FlyAffinity on behalf of Member pursuant to their membership status.
2.2 Membership rights and obligations commence once this Membership Agreement is accepted by FlyAffinity and signed by both FlyAffinity and Member (“Effective Date”). FlyAffinity shall be under no obligation to offer Membership and may refuse Member’s application at their sole discretion in which case this Agreement shall be considered null and void.
2.3 Membership Benefits are for either the sole benefit of the individual or legal entity submitting the application and entering into this Agreement. In the case of legal entities, they shall appoint Named Members and identify Authorized Bookers.
2.4 Membership may not be transferred, sold or assigned to any other party, in whole or in part at any time without the prior written approval of FlyAffinity. A member who is an entity shall inform FlyAffinity upon the sale of more than 50% of its shares to another entity and the Membership will be suspended until a new Membership Agreement is signed on behalf of the new entity.
2.5 Each Member, including the Named Member and Authorised Bookers, shall be responsible for reviewing and ensuring compliance with the Documents. Further, Member shall be responsible for compliance by their passengers with the Documents as relevant.
3. MEMBERSHIP BENEFITS; FEES
3.1 FlyAffinity makes available to Member the following Membership Benefits to pay as you go members and reserve members alike:
3.2 Membership Benefits and Fees may be updated, suspended, or cancelled, at FlyAffinity’s discretion with thirty (30) day’s prior written notice to Member.
3.3 Unless otherwise stated, Members will be considered as a pay as you go Member. Members may opt into the Reserve membership which is subject to a fixed monthly fee per calendar month as detailed in Annex 1. Subject to FlyAffinity’s prior written consent, Member may change their membership category during the term of this Agreement.
3.4 In consideration of the Membership Benefits, the following Membership Fees are payable:
3.5 In addition to the Membership Fee stated above, the additional terms apply to Reserve members:
4. BOOKING, PAYMENT and TRAVEL ARRANGEMENTS
4.1 Upon receipt of a travel enquiry by a Member, FlyAffinity will provide a Quotation to the Member as issued by the Aircraft Operator or Third-Party Supplier which includes their terms and conditions.
4.2 The Member must confirm their agreement to the Quotation including the terms and conditions of the Aircraft Operator and Third-Party Supplier via email to FlyAffinity.
4.3 Once Member has accepted the Quotation, FlyAffinity will sign the Aircraft Operators contract and/or book the Third-Party supplier on Member’s behalf Notwithstanding the above, Member shall remain accountable for any additional charges directly attributable to Member and FlyAffinity will charge on supplementary invoiced items from the Aircraft Operator on completion of the Flight Itinerary to the Member.
4.4 The charge stated in the Quotation is payable according to the terms stated in the Quotation. Member understands and agrees that meeting the payment deadline is an essential condition of the Quotation and until complied with all Flights may remain subject to availability and cancellation by FlyAffinity without any liability to Member.
4.5 In addition to the charge stated in the Quotation which must be paid according to the terms stated therein, FlyAffinity will invoice the Member for Membership Fees separately. Unless otherwise stated, invoices for Membership Fees and Ancillary Extras must be paid within 14 days of receipt and in any event no later than on the 5th day of each month in the case of Reserve Members. Invoices must be paid net of any bank or issuer charges and may be settled by direct debit, credit card or bank transfer.
4.6 All Membership Fees paid to FlyAffinity are non-refundable for any reason, including termination of Membership.
4.7 Notwithstanding any other remedies available at law or otherwise, FlyAffinity may suspend Membership in the event overdue Membership Fees.
4.8 Membership Fees will be charged in GBP unless otherwise agreed in writing between the parties at the commencement of the membership. Any amounts agreed to be paid in a currency other than GBP will be charged at the equivalent GBP prevailing rate. The rates used shall be HMRC VAT rates as published at HMRC exchange rates for 2022: monthly – GOV.UK (www.gov.uk)
5.1 All Aircraft Operator bookings will remain subject to availability until all 3 following conditions are satisfied: and (i) Member has accepted the Flight quotation which will include the Aircraft Operator terms and conditions and (ii) Member has complied with applicable payment terms and (iii) FlyAffinity has advised receipt of written confirmation from the Aircraft Operator.
5.2 Unless otherwise specified, the Flight Quotation will include the cost of the aircraft and positioning, crew, maintenance, insurance, air navigation and airport charges, taxes, fuel costs, and standard catering; and excludes any Additional Services and Extra Charges.
5.3 This Quotation is not a contract of carriage and nothing in the Quotation, Travel Itinerary or this Agreement will be interpreted on that basis. FlyAffinity is not a contracting carrier for the purposes of the Montreal convention 1999 or otherwise. Contracts for carriage will be concluded between Members and Aircraft Operators and will be subject to operators’ terms and conditions of carriage.
5.4 FlyAffinity acts as an intermediary only between Members and all its third-party suppliers. Operators have sole operational control over all aircraft. FlyAffinity has no discretion or responsibility regarding operational matters, including (without limitation) whether a Flight is carried out and the loading of the aircraft. All safety, security and operational matters are in the absolute discretion of the pilot in command.
5.5 Member acknowledges that Operator has sole responsibility, liability and control of all aspects of the aircraft charter services provided, including without limitation, performance of the Flight, aircraft availability and pricing, the commencement and termination of scheduled Flights, the operation, regulation and safety of the Flight, Member acknowledges that FlyAffinity arranges all Flights and Additional Services as Member’s agent.
5.6 All Flights are subject to “The Convention for the Unification of Certain Rules relating to International carriage by Air signed Warsaw (1929) or that convention as amended by The Hague Protocol (1955) or either of those instruments as amended by the Montreal Protocols (1975) and Guadalajara Convention (1961); on the Montreal Convention (1999); or Regulation (EC) 20217/97/as amended by Regulation (EC) 889/2002; as such Instruments may be amended from time to time.”
5.7 Each Quotation issued by the third party providers and shared by FlyAffinity will be specific to the travel itinerary requested. As such Member must carefully review all terms stated therein prior to accepting the Quotation and instructing FlyAffinity to make the booking on their behalf. The Quotation will cover such topics as:
5.8 In addition to the Flight Operator terms and conditions stated in the Quotation, Member agrees to abide by the following provisions:
5.9 FlyAffinity shall use their reasonable endeavors to exercise due care and skill per industry standards when sourcing Aircraft Operators and third party vendors under this Agreement. If Member has made a paid booking pursuant to a Quotation and the Aircraft Operator, prior to the date of the Flight is place into receivership or for any other financial or legal reason is unable to continue to fly under its Aircraft Operators license, FlyAffinity shall bear no liability for the repayment of such booking or any replacement booking, under any circumstances. FlyAffinity will offer all reasonable assistance to the Member to find a suitable replacement booking, to enable the Members travel plans to continue uninterrupted or as soon as reasonably possible.
5.10 In case of inconsistency between the provisions of this Clause 5 and the Operator terms and conditions, the Operator terms and conditions shall prevail.
5.11 Member agrees to hold harmless and indemnify FlyAffinity for any direct and indirect costs incurred as a result of the Member and/or passengers not complying with the requirements of this Clause 5, the Quotation and Operator’s conditions of carriage, such costs including but not limited to fines and cost of Passenger repatriation.
6. DISCLAIMER & LIMITATION OF LIABILITY
6.1 All warranties, conditions, representations whatsoever implied by statutory or common law are, to the fullest extent permitted by law, excluded from this Agreement.
6.2 Nothing in this Agreement limits or excludes FlyAffinity’s liability for matters which cannot be legally limited including liability for death or personal injury caused by its negligence or fraudulent misrepresentation.
6.3 Save as provided in clause 6.2, FlyAffinity does not undertake any responsibility to Member (or assume any liability to Member) for the Aircraft Operator or Additional Services provider selection, aircraft, Operator’s Flight operations and services, or Additional Services and Member is not entitled to assert any such responsibility or assumption of liability on the part of FlyAffinity for any direct damages or losses (whether resulting from negligence or otherwise) relating thereto unless caused by FlyAffinity’s willful misconduct. For the avoidance of doubt, this includes liability to the Member for any direct damages or losses resulting from the following events:
6.4 Members expressly agree that their sole recourse for claims arising out of performance of the Travel Itinerary, or any part thereof (including delayed, partial or non-performance) shall be against the Aircraft Operator or third-party supplier.
6.5 In no event shall FlyAffinity be liable to Member for any indirect, special, punitive, exemplary or consequential damages of any kind arising out of or related to this Membership Agreement, including without limitation, lost profits, even if FlyAffinity has been advised of the possibility of such damages.
6.6 Subject to the provisions above, the maximum aggregate liability of FlyAffinity and the exclusive remedy available to Member in connection with this Agreement for any and all proven incurred damages and losses arising from any and all claims and causes of action arising out of or in connection with membership, services, or this Agreement, shall not exceed the total Membership Fees paid in the 12 months preceding the event giving rise to liability.
7. TERM AND TERMINATION
7.1 This Agreement shall commence on the Effective Date and shall continue, unless otherwise terminated as provided herein until:
7.2 Upon termination, all outstanding accounts at the date of termination become due and payable.
8.1 All notices which FlyAffinity is required or permitted to make under this Agreement may be sent by email to the Member or the Named Member. Notices shall be deemed delivered on the next business day following the day they are sent by email addressed to the Member at the email address provided. FlyAffinity may also make required distributions of information to a Member by sending to Member a notice of the URL where that information is located.
8.2 Members may change their address by notice to FlyAffinity. Members are responsible for updating the contact information, and FlyAffinity shall be considered to have provided proper notice by relying on the contact information that it has on file.
8.3 All notices to FlyAffinity that Member is required or permitted to make to FlyAffinity under the Documents shall be sent by email to email@example.com
8.4 Nothing contained in this Agreement and no action taken by Member, shall be deemed to render Member an employee, agent or representative of FlyAffinity or of any other Member, or shall be deemed to create a partnership, joint venture or syndicate among or between Member and FlyAffinity or any other Member.
Third party rights
8.5 This Agreement is not intended to and does not give any person who is not a party to it any right to enforce any of its provisions.
8.6 If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, then the remaining provisions will nevertheless remain in full force and effect; and a substitute, valid, and enforceable provision most nearly reflecting the original intent shall be developed in place of the invalid provision.
Amendments to the Documents
8.7 The Documents may each be amended by FlyAffinity from time to time, and Member agrees to abide by the terms thereof as amended, provided, that any amendment to this or any other referred to documents that would materially and potentially adversely affect Member’s rights and obligations shall not bind Member until thirty days’ from the date that notice of such action is given to Member. For this purpose, it is agreed that FlyAffinity may provide effective notice of amendments to the FlyAffinity Policies by posting updated versions of the FlyAffinity Policies on its website. Amendments shall have prospective effect only. Member shall be bound by each such a duly adopted amendment unless it elects to terminate its Membership with FlyAffinity prior to the effective date of any such amendment.
8.8 Member acknowledges that some of the obligations under this Agreement, by their nature, will survive the termination of its Membership, whether express or implied.
8.9 The failure by either party to enforce at any time or for any period any one or more of the terms and conditions of this Agreement will not be a waiver of them or the right at any time subsequently to enforce all terms and conditions of this Agreement.
8.10 Each party acknowledges that in entering into this Agreement it has not relied on any representation or warranty except those expressly set out in this Agreement.
8.11 FlyAffinity’s rights and remedies are cumulative and not alternative or exclusive of each other or any implied by law.
9. GOVERNING LAW
9.1 This Agreement and Member’s rights and obligations as a Member shall be governed by and construed under the laws of England and Wales, exclusively.
9.2 The English and Welsh courts shall have exclusive jurisdiction in relation to all disputes arising out of or in connection with this Agreement. Notwithstanding the foregoing, FlyAffinity shall be entitled to enforce any judgment, or initiate any legal action or proceedings, arising out of or in connection with this Agreement in any jurisdiction in which Member is incorporated, operates or holds assets.
10. PERSONAL DATA NOTICE
11. COUNTERPART AND ELECTRONIC SIGNATURE
11.1 This Agreement may be entered into in any number of counterparts and by the parties to it on separate counterparts of which when executed and delivered shall be an original, but all the counterparts together shall continue on and shall be the same agreement.
11.2 Each party agrees that the electronic signatures, whether digital or encrypted, of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Delivery of a copy of this Agreement or any other document contemplated hereby bearing an original or electronic signature by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original or electronic signature.
This Agreement is entered into by Member and FlyAffinity acting by their duly authorised representatives as follows:
BY: Fly Affinity Ltd
Name: Caroline Talboys
Title: Client Services Director
Date: June 2022
ANNEX 1: MEMBERSHIP FEES AND CHARGES
1. In consideration for the Membership Benefits under the Agreement, Member shall pay the following fees:
|Membership type||FlyAffinity Service||Fixed Fee|
|Pay as you go||Domestic flight (less than 5 hours)||£500 GBP|
|International flight (less than 5 hours)||£1,000 GBP|
|Flights of more than 5 hours*||£2,000 GBP|
|Additional flight sectors||£150 GBP|
|Additional flight sectors of more than 5 hours*
(domestic or international)
|Groups of more than 15 passengers||£1,000 GBP**|
|Helicopter flight||£150 GBP per flight|
|Ancillary extras||£50 GBP per itinerary|
|FlyAffinity Reserve Monthly||Inclusive of 12 flight sectors and all ancillary extras service fees (Pay as you go fixed fees apply thereafter as detailed above)||Flat monthly fee
*Flight time above 5 hours as quoted by the Aircraft Operator at the time of quotation.
**Group travel starts from £1,000 GBP per flight and is capped at £5000 GBP. Service fee set with our member prior to booking based on the complexity of the travel itinerary.
2. Notwithstanding the above, the following Membership Fee exceptions shall apply:
3. For the avoidance of doubt, with regards to the Pay as you Membership Fees:
ANNEX 2: MEMBERSHIP BENEFITS
PAY AS YOU GO
RESERVE – MONTHLY FEE
|Exclusive to FlyAffinity||✓||✓|
|Fixed Service Fees||✓||✓|
|365 days a year telephone cover||✓||✓|
|Industry professional service team||✓||✓|
|No commission fees||✓||✓|
|Access to 3500+ worldwide private charter aircraft||✓||✓|
|One-time signature membership||✓||✓|
|No joining fee||✓||✓|
|Unlimited travel itineraries||✓||✓|
|No minimum flying hour commitment||✓||✓|
|Carbon neutral operation||✓||✓|
|Sponsor Ecosphere+ projects||✓||✓|
|Official quotes for preview before booking||✓||✓|
|One-time payment set up for member fees||✓||✓|
|Ancillary extras fixed service fee per travel itinerary||✓||N/A|
|Helicopter flights fixed service fee per flight||✓||N/A|
|Dedicated named Account Guardian||x||✓|
|All ancillary extras facilitated inclusive in monthly fees||x||✓|
|All helicopter flights within 12 sectors inclusive in monthly fees||x||✓|
ANNEX 3: INTER CARIBBEAN ZONE
Flights between any of these destinations listed below, will be subject to the flight fixed fees as stated in Annex 1:
FlyAffinity reserves the right to update this Annex 3 at any time.
ANNEX 4: SAMPLE COST SAVING
|Example private charter route||Operator cost||FlyAffinity fee||Industry wide fee 7.5%||Potential saving|
|Jersey to Manchester one way
|Milan to London one way
|London to Barbados return
(Heavy Jet) Same aircraft operator
|New York to Geneva one way
|London to Paris to Zurich return to London next day
(Mid Size) Same aircraft operator
|Total monthly spend||£409,000||£7,000||£33,160||£26,160|
As a FlyAffinity Reserve member with a monthly fee of £3,000 GBP you would save £30,160 GBP using the above illustrated example.