Terms and conditions

MEMBERSHIP AGREEMENT


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").


1. DEFINITIONS


“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 od 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.


“FlyAffinity Policies” policies relevant to the performance of the services under this Agreement including but not limited to Privacy Policy, Cookie Policy, Website Terms of Use, Security Policy as updated from time to time and available for review at www.affinity-aviation.com.


"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:


  • No joining fee.

  • No minimum flying hours. 

  • Unlimited access to our 24/7 FlyAffinity Team 365 days a year.

  • Reserve Members will have a dedicated named account guardian.

  • FlyAffinity Team will facilitate and manage Members’ Travel Itinerary.

  • FlyAffinity will endeavour to minimise Aircraft Operators’ cancellations fees whenever possible.


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:


(i) Pay as you go Members will pay the fixed service fees detailed in Annex 1

(ii) Reserve Members will pay the fixed monthly fee detailed in Annex 1  


3.5 In addition to the Membership Fee stated above, the additional terms apply to Reserve members:


  1. Reserve Members will not pay the monthly fee if they do not fly within a full calendar month;

  2. Reserve Members’ monthly fee also includes all ancillary extras service fees;

  3. Helicopter flights will be included and count towards the number of sectors in any given month;

  4. If a Reserve Member flies over 12 Flight Sectors in any given calendar month, they will be charged as per the pay as you go fees from the 13th flight sector onwards.  The number of Flight Sectors resets on the first calendar day of the following month.


                                                                                                             

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. QUOTATIONS


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:


  1. Member’s responsibility under Aircraft Operator’s contract;

  2. Travel, immigration and visa documentation required for their travel, this includes any National Covid Restrictions in place at the time of travel;

  3. Pet travel requirements if applicable;

  4. The Aircraft Operators Dangerous Goods policy; and

  5. The Aircraft Operators luggage policy;

  6. Any cancellation charges in force at the time booking; and

  7. The Aircraft Operators policies on Cancellations, Delays and Diversions, Baggage policy, Arrivals and Boarding, Rights of Refusal of carriage, Refunds, Conduct onboard and any other important elements specific to the Aircraft Operator.


5.8 In addition to the Flight Operator terms and conditions stated in the Quotation, Member agrees to abide by the following provisions:


(i)         Member is responsible for obtaining and holding prior to the Flight all travel documents Member and Member's passengers need for any country being visited (even as a transit passenger) and, if requested, must show to Operator all required passports, visas, health certificates and other travel documents. 


(ii)         Member must complete (or provide the necessary information and documentation for completion by Aircraft Operator) prior to the Flight passenger tickets, baggage checks, air waybills, and documents required by applicable law supplied by Fly Affinity or Operator and ensure that such all documents are delivered before flight to passengers and owners of cargo, as applicable. FlyAffinity shall not be liable in anyway whatsoever to the Member in connection with obtaining the necessary documents or complying with such laws, regulations, orders, demands, requirements or instructions, whether given orally or in writing or otherwise, or for the consequences to the Member resulting from the Member’s failure to obtain such documents or to comply with such laws, regulations, orders, demands, requirements or instructions. Despite the Advanced Passenger Information (including Member’s passport data) that FlyAffinity must provide to destination airports in advance of the Member’s flight, it remains the Member’s sole responsibility to ensure that the Member is eligible to enter any state or territory and the provision of this information by FlyAffinity to the destination airports does not imply any acceptance or eligibility for the Member or the Member’s passengers to any enter State or Territory


(iii)        At its cost, Member must comply with (and ensure that all passengers and owners of freight carried will observe) all applicable laws, rules and regulations relating to carriage of persons and goods, including (without limitation) IATA Dangerous Goods and Live Animals Regulations, customs, police and public health regulations.


(iv)        Member and Member’s agents, guests, passengers or any employees must not engage in any act or allow any person aboard the Aircraft or possess any substance or allow cargo to contain any substance which may result in the seizure or forfeiture of the Aircraft or cause it be operated for an unlawful purpose or unsafe manner. Member agrees to fully indemnify FlyAffinity and Operator accordingly.


(v)        Passenger baggage weight is limited for flight safety reasons and varies according to aircraft type. The Operator terms and conditions communicated in the Quotation relating to baggage will apply to Member. Any items determined by the Flight crew to be of excessive weight or size will not be permitted on the aircraft and any costs related thereto will be the sole responsibility of Member.


(vi)        Prohibited or dangerous goods must be declared as per prohibited and dangerous goods regulations a copy of which is available on demand. Goods must be packaged and marked correctly according to the appropriate authorities.


  1. The Quotation will state whether smoking is permitted on board the Aircraft or not. Additional costs for cabin cleaning will be charged to Member if smoking isn’t permitted and Member nevertheless smokes in the aircraft.


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:


(i) Any errors or delays in responding to a Member’s Quotation request;


(ii) Equipment (including aircraft) breakdown or any hardware, software or transaction malfunction;


(iii) The performance, partial performance, non-performance, or delayed performance of (a) the itinerary by the Aircraft Operator or (b) any alternative transport arranged, including any accident or incident occurring during the course of carriage;


(iv) any act, neglect, default, omissions, or negligence of the Aircraft Operator or third-party supplier or any of their respective employees or agents; and


(v)  any act, neglect, default, omission or negligence of a Member or their passengers.


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:


  1. Either party terminates it upon providing fourteen prior days’ (14) notice in writing to the other party; or

  2. terminated by FlyAffinity upon providing immediate notice thereof in case of material breach of the terms of this Agreement by Member.


7.2 Upon termination, all outstanding accounts at the date of termination become due and payable.



8. MISCELLANEOUS


Notices

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 charter@flyaffinity.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.


Severability

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.


Survival

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.


Waiver

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. 


Representations

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.




Remedies

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


Member acknowledges and agrees that the personal data submitted in connection with this Agreement is necessary in order to provide the service requested by Member and will be processed in accordance with the FlyAffinity Privacy Policy and Security policy Affinity Aviation (affinity-aviation.com) and represents that it has obtained appropriate consent to such processing under applicable law from all identified individuals


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


Signature:      


Date: May 2022




















ANNEX 1: MEMBERSHIP FEES AND CHARGES



  1. In consideration for the Membership Benefits under the Agreement, Member shall pay the following fees:


  1. Notwithstanding the above, the following Membership Fee exceptions shall apply:

  1. Same day return flights are only charged as one service and there is no additional sector fee

  2. Multiple sector flights, booked with one aircraft operator, over any length of stay, will be charged as one service fee plus additional sectors

  3. If an itinerary has more than one flight, the highest fixed fee will apply; for example if an international flight follows a domestic flight, then it is invoiced as an international flight with an additional sector.

  4. Flights booked with different Aircraft Operators will be charged as a new Flight.

  5. Group bookings of 15 or more passengers start with a service fee from £1,000 including Domestic flights and do not form part of the Reserve inclusive package. Group bookings will be charged separately.

  6. If Member requires regular, large group travel of 15 or more, FlyAffinity will create a bespoke Reserve package, tailored to Member’s personal needs.

  7. Flights between destinations listed in the Inter Caribbean Zone as detailed in Annex 3 are subject to a fee of £500 GBP per Flight.


  1. For the avoidance of doubt, with regards to the Pay as you Membership Fees:

  1. Same day flying will only be charged as one first sector fee, regardless of the number of sectors for example Member has flown from London to Paris to Geneva and returned to London in the same day, charge will be £1,000 GBP if using the same Aircraft Operator.


  1. If a Travel Itinerary has more than one Flight, the highest fixed fee will always be chargeable. For example, if an international flight follows a domestic flight, then it is billed as an international flight with an additional sector. Member has flown from London to Manchester day 1 and Manchester to Paris day 2, the fee payable will be £1,150 GBP.







ANNEX 2: MEMBERSHIP BENEFITS







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:


  1. Anguilla

  2. Antigua and Barbuda

  3. Aruba

  4. Bahamas

  5. Barbados

  6. British Virgin Islands

  7. Cayman Islands

  8. Cuba

  9. Dominica

  10. Dominican Republic

  11. Grenada

  12. Guadeloupe

  13. Haiti

  14. Jamaica

  15. Martinique

  16. Montserrat

  17. Navassa Island

  18. Netherlands Antilles

  19. Puerto Rico

  20. Saint Barthelemy

  21. Saint Kitts and Nevis

  22. Saint Lucia

  23. Saint Martin

  24. Saint Vincent and Grenadines

  25. Trinidad and Tobago

  26. Turks and Caicos Islands

  27. United States Virgin Islands

FlyAffinity reserves the right to update this Annex 3 at any time.



























ANNEX 4: SAMPLE COST SAVING







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