Broker Terms & Conditions

1. Introduction and Purpose

These Broker Terms & Conditions ("Broker Terms") govern access to and use of the Flyerio website, digital platform, and related services by users who register and use Flyerio as Brokers.

These Broker Terms establish the general conditions for a Broker's use of the platform. They do not set identical commercial arrangements for every Broker.

A Broker may also be party to an individual agreement with Flyerio ("Individual Broker Agreement"). That agreement may contain specific commercial terms, commission structures, payment arrangements, membership benefits, responsibilities, and other conditions that apply only to that Broker.

The following principles apply throughout these Broker Terms:

• These Broker Terms govern the general use of the Flyerio platform by Brokers.
• Individual Broker Agreements may contain specific commercial terms, commission structures, payment arrangements, membership benefits, responsibilities, and other conditions.
• Broker-specific terms are not necessarily identical for all Brokers.
• Each Broker is subject to the Individual Broker Agreement accepted or signed with Flyerio.
• Where an Individual Broker Agreement contains specific provisions that conflict with these Broker Terms, the Individual Broker Agreement shall prevail in relation to those specific matters.
• Matters not specifically addressed in the Individual Broker Agreement remain governed by these Broker Terms and, where relevant, the general Flyerio Terms & Conditions ("General Terms").

By registering a Broker account, accessing Broker features, or continuing to use Flyerio as a Broker, the Broker agrees to these Broker Terms, together with any Individual Broker Agreement that the Broker has accepted or signed.

2. Definitions

In these Broker Terms:

• Broker: A person or entity that registers for or uses Flyerio to source, manage, or coordinate private aviation arrangements on behalf of customers.
• Customer: A person or entity for whom a Broker searches for aircraft, submits an enquiry, or coordinates a booking.
• Operator: An independent aircraft operator that may receive enquiries or booking requests through Flyerio. Operators are not employees, agents, or representatives of Flyerio.
• Platform: The Flyerio website, applications, and related software through which Brokers may search for aircraft, submit enquiries, communicate, and coordinate booking information.
• Individual Broker Agreement: The separate agreement accepted or signed between Flyerio and a particular Broker, including any later version that the Broker accepts. It may be concluded electronically or in writing.
• General Terms: The general Flyerio Terms & Conditions published on the Flyerio website, as updated from time to time.
• Booking Request: A request submitted through Flyerio for an Operator to consider a proposed flight. A Booking Request is not, by itself, confirmation that an Operator will perform the flight.

3. Flyerio's Role as a Digital Marketplace

Flyerio operates a digital marketplace and technology platform. Flyerio provides software that allows Brokers to search for aircraft, submit booking enquiries, communicate with Operators, and coordinate flight arrangements on behalf of their customers.

Flyerio does not operate aircraft, provide flight services, or act as the aircraft operator. The actual flight services are provided by independent Operators. The relevant Operator remains responsible for the operation of the flight.

A contract for flight services, where one is formed, is formed with the relevant Operator and not with Flyerio, unless a separate written agreement expressly states otherwise.

The Broker is responsible for ensuring that it has the necessary authority from its customer to act on that customer's behalf, and for providing accurate booking and passenger information.

Nothing in these Broker Terms makes Flyerio a party to the contract between a Broker and its customer, or to the flight-service contract between an Operator and the Broker or customer.

4. Broker Registration and Account

4.1. A Broker must provide accurate, current, and complete company and contact information when registering and while the Broker account remains active.

4.2. Flyerio may request company registration information and other documentation reasonably required to verify a Broker, the Broker's authority to act for a business, or the identity of the individuals who will use the account.

4.3. Flyerio may decline, limit, or delay Broker access while verification is incomplete, or where the information provided does not reasonably support the requested account.

4.4. The Broker is responsible for maintaining the confidentiality of its account credentials and for activity carried out through its account, except to the extent the activity results from a failure by Flyerio that Flyerio is legally responsible for.

4.5. Broker accounts may only be used by individuals whom the Broker has authorised. The Broker must not share credentials in a way that allows unauthorised access.

4.6. The Broker must promptly update its account information if the company details, authorised users, or contact details change.

4.7. Flyerio may suspend or restrict a Broker account in cases of misuse, fraud, inaccurate information, a material breach of these Broker Terms, a material breach of the applicable Individual Broker Agreement, or another legitimate ground described in Section 13.

5. Individual Broker Agreements

5.1. Each Broker may be subject to an Individual Broker Agreement with Flyerio. That agreement, and not these Broker Terms, sets the Broker-specific commercial and contractual arrangements.

5.2. Broker-specific terms are not necessarily identical for all Brokers. A commercial arrangement accepted by one Broker does not apply to another Broker unless that other Broker has accepted or signed the same arrangement.

5.3. An Individual Broker Agreement may regulate, among other things:

• Commission rates and commercial arrangements.
• Broker membership levels and associated benefits.
• Pricing structures and applicable fees.
• Payment and settlement arrangements.
• Broker responsibilities and obligations.
• Customer handling and communication requirements.
• Special commercial conditions.
• Exclusivity or other agreed commercial arrangements, where applicable.
• Contract duration, renewal, and termination.
• Any additional conditions agreed between Flyerio and the Broker.

5.4. These Broker Terms do not publish, and must not be read as publishing, a fixed commission rate, membership price, fee, or other commercial figure. Those conditions are determined by the Individual Broker Agreement and may differ between Brokers.

5.5. Where the Individual Broker Agreement contains a specific provision that conflicts with these Broker Terms, the Individual Broker Agreement prevails in relation to that specific matter.

5.6. Where the Individual Broker Agreement is silent on a matter, that matter remains governed by these Broker Terms and, where relevant, the General Terms.

5.7. Acceptance or signature of an Individual Broker Agreement may be electronic or in writing. The Broker should retain a copy of the version it accepted. Flyerio may retain a record of the version, date, and account connected with that acceptance where the platform supports it.

5.8. A later Individual Broker Agreement, or a later accepted version of it, replaces the earlier commercial terms only to the extent the later agreement says so, or to the extent the Broker accepts the change.

5.9. Marketing descriptions of Broker features, membership names, or example commercial arrangements do not replace an Individual Broker Agreement and do not create a commission rate or fee by themselves.

6. Relationship with the General Flyerio Terms & Conditions

6.1. These Broker Terms apply specifically to the Broker's use of Flyerio.

6.2. The General Terms may also apply to the Broker where they are relevant to use of the platform, a booking, or another matter that is not regulated only by these Broker Terms or by the Individual Broker Agreement.

6.3. Where a matter is specifically regulated by these Broker Terms, those provisions apply to the Broker.

6.4. Where a matter is specifically regulated by an Individual Broker Agreement, the Individual Broker Agreement prevails in relation to that matter.

6.5. These Broker Terms, the General Terms, and the applicable Individual Broker Agreement should be read together and interpreted consistently wherever possible.

6.6. If a conflict cannot be resolved by reading the documents consistently, the following order applies to that specific matter:

1. The Individual Broker Agreement.
2. These Broker Terms.
3. The General Terms.

6.7. This order does not displace a mandatory rule of law, and it does not change the separate flight-service contract between an Operator and the Broker or customer.

6.8. Acceptance of these Broker Terms does not, by itself, confirm a flight, create a flight-service contract with Flyerio, or replace booking conditions that an Operator requires for a particular flight.

7. Use of the Platform

7.1. Subject to these Broker Terms and the applicable Individual Broker Agreement, a Broker may use Flyerio to:

• Search and compare available aircraft.
• Submit flight enquiries and booking requests.
• Request quotations from Operators.
• Coordinate bookings on behalf of customers.
• Communicate with Operators through available platform features.
• Manage relevant booking information and customer requests.

7.2. The features available to a Broker may depend on the Broker's account status, verification, and the Individual Broker Agreement. Flyerio does not promise that every feature described on the marketing website is available to every Broker at all times.

7.3. The Broker must use the platform in a lawful and professional manner. The Broker must not use Flyerio to submit false enquiries, misrepresent its authority, interfere with the platform, or misuse another person's information.

7.4. Availability, pricing, and aircraft information shown on the platform may be indicative until the relevant Operator confirms them. A search result or quotation request is not confirmation that an aircraft will remain available.

7.5. The Broker must not present Flyerio as the operator of a flight or as the provider of the flight service.

8. Customer Relationships

8.1. The Broker is responsible for its own relationship with its customers, including the Broker's own engagement terms, professional duties, and communications with those customers.

8.2. Before submitting an enquiry or booking request, the Broker must ensure that it has the necessary authority to act for the customer and to provide the information required for that request.

8.3. The Broker must provide accurate information, including passenger details, routes, dates, baggage information, and other operational requirements that are reasonably needed for an Operator to assess the request.

8.4. The Broker must not submit passenger or customer information unless it is entitled to provide that information for the relevant enquiry or booking.

8.5. The Broker must communicate relevant booking conditions, prices, cancellation policies, and other applicable information to its customers. That duty includes information the Operator or the platform makes available for the Broker to pass on, and information the Broker itself has agreed with the customer.

8.6. The Broker remains responsible for explanations it gives to its customer. Flyerio is not responsible for a statement the Broker makes to a customer that is inconsistent with the information available through the platform or with the applicable Operator conditions.

8.7. Additional customer-handling or communication duties may be set out in the Individual Broker Agreement. Those duties apply to that Broker in addition to this Section.

9. Operator Relationships and Flight Services

9.1. Operators are independent third parties. An Operator's participation on Flyerio does not make the Operator part of Flyerio, and it does not make Flyerio responsible for the Operator's flight operations.

9.2. Flyerio does not guarantee that an Operator will accept a booking request, respond within a particular time, or that a specific aircraft will remain available.

9.3. The Operator retains responsibility for operational feasibility, aircraft availability, flight safety, regulatory compliance, and the actual performance of the flight, including crew, permits, and other operational decisions that belong to the Operator.

9.4. The Broker must comply with the applicable booking conditions and requirements communicated by the Operator, including conditions on passengers, baggage, routing, timing, and other operational limits.

9.5. A Booking Request remains a request until the Operator confirms it in accordance with the applicable booking process. The Broker must not tell its customer that a flight is confirmed before that confirmation exists.

9.6. If an Operator declines, changes, or cannot perform a requested flight, the Broker must deal with its customer in accordance with the information then available, the Operator's applicable conditions, and the Broker's own customer arrangements. Flyerio may assist with communication through the platform, but it does not take over the Operator's operational responsibility or the Broker's relationship with its customer.

10. Pricing and Commission

10.1. Pricing and commission arrangements may differ between Brokers. The applicable arrangement is determined by the Individual Broker Agreement, together with the quotation or booking conditions that apply to a particular flight.

10.2. These Broker Terms do not introduce a fixed commission rate, a guaranteed commission percentage, a membership price, or any other commercial figure.

10.3. A price displayed on the platform may be indicative until the relevant Operator and the applicable booking process confirm it. The Broker must not treat an unconfirmed display as a guaranteed fare.

10.4. Any commission, fee, or other commercial term that applies to a Broker must be found in that Broker's Individual Broker Agreement, or in a specific booking arrangement that the Broker has accepted. It must not be inferred from another Broker's arrangement or from a general marketing example.

10.5. If the Individual Broker Agreement describes how a commission or fee is calculated, that description governs for that Broker. These Broker Terms do not restate or replace that calculation.

10.6. Flyerio may in future change the general way commercial options are offered to Brokers. A change of that kind does not amend an existing Individual Broker Agreement except as that agreement allows, or as the Broker accepts where acceptance is required.

11. Payment and Settlement

11.1. Payment and settlement arrangements between Flyerio and a Broker are determined by the Individual Broker Agreement. They may differ between Brokers.

11.2. These Broker Terms do not set a payment timetable, a settlement method, or an amount payable by or to a Broker.

11.3. At the time of publication of these Broker Terms, Flyerio does not provide or operate an active payment processing service for charter bookings. Unless a specific payment function is expressly made available and accepted, payments for flight services are arranged directly between the relevant Operator and the Broker or customer, according to their separate arrangement.

11.4. Flyerio does not currently collect, hold, reserve, transfer, or refund charter-booking funds through an integrated platform payment service.

11.5. If payment functionality is introduced later, the applicable payment terms will be presented before a Broker is required to use or accept that functionality. Future payment language in the General Terms is not evidence that such a service is available now.

11.6. The Broker remains responsible for paying any amount that its Individual Broker Agreement, or an accepted booking, requires it to pay, and for any amount it agrees to pay an Operator or its own customer.

12. Confidentiality and Non-Circumvention

12.1. The Broker must keep confidential commercially sensitive information that it obtains through Flyerio and that is not public. This includes non-public pricing information, commercial terms, Operator relationship information, and other non-public information obtained through the platform.

12.2. The Broker may use that information only to use the platform, to serve its customers in connection with a transaction conducted through Flyerio, and to perform the Individual Broker Agreement.

12.3. The confidentiality obligation does not apply to information that is already public through no breach by the Broker, that the Broker already knew without a confidentiality duty, that the Broker developed independently, or that the Broker must disclose by law. Where a disclosure is required by law, the Broker shall, where legally permitted, give Flyerio prior notice.

12.4. The Broker may disclose confidential information to its professional advisers, employees, and authorised account users who need to know it and who are bound by confidentiality obligations consistent with this Section.

12.5. The Broker must not deliberately use information or Operator connections obtained through Flyerio to bypass applicable platform fees or the commercial arrangements agreed in the Individual Broker Agreement.

12.6. Prohibited conduct includes, without limitation:

• Using Flyerio to identify an Operator or aircraft and then deliberately arranging the same introduced transaction outside Flyerio to avoid an applicable fee or agreed commercial term.
• Encouraging an Operator or customer to move an introduced transaction outside Flyerio for that purpose.
• Concealing or misrepresenting a transaction that originated through the platform.
• Using non-public platform information to systematically avoid the commercial arrangement that applies to that Broker.

12.7. This Section is proportionate. It does not prevent legitimate business activities outside the scope of transactions introduced through Flyerio. A Broker may continue relationships and opportunities that were not introduced through Flyerio, and may carry on its ordinary business, provided it does not use Flyerio information or Operator connections to bypass applicable platform fees or an agreed commercial arrangement for a transaction that was introduced through the platform.

12.8. This Section does not prohibit ordinary communications about a booking, or a direct contractual arrangement that is not intended to circumvent the applicable commercial terms.

12.9. The Individual Broker Agreement may contain additional confidentiality, non-solicitation, or exclusivity provisions. Those provisions prevail over this Section where they specifically conflict with it. If the Individual Broker Agreement does not address a confidentiality or non-circumvention point, this Section applies.

13. Suspension and Termination

13.1. Flyerio may suspend or terminate a Broker's access to the platform where there are reasonable grounds relating to:

• A material breach of these Broker Terms or of the applicable Individual Broker Agreement.
• Misuse of the platform or of information obtained through it.
• Fraudulent or unlawful activity.
• Non-payment of fees that are applicable under the Individual Broker Agreement or under an accepted booking arrangement.
• Inaccurate information that is not corrected within a reasonable time after Flyerio asks for a correction.
• Another legitimate ground, including a serious security, legal, or compliance concern.

13.2. Where reasonably possible, Flyerio will tell the Broker the reason for the suspension or termination and give the Broker an opportunity to address the issue. Immediate suspension may be used where there is a serious security, fraud, legal, or operational concern.

13.3. The Individual Broker Agreement may contain additional termination rights, notice periods, and consequences. Those provisions prevail for that Broker where they specifically regulate termination.

13.4. The Broker may stop using the platform at any time, without prejudice to obligations that have already arisen, including obligations under an accepted booking, these Broker Terms, or the Individual Broker Agreement.

13.5. Suspension or termination of platform access does not by itself cancel a flight-service contract between an Operator and the Broker or customer. The relevant parties remain responsible for their existing contractual obligations.

13.6. Any suspension or termination is subject to applicable law and to rights that cannot legally be excluded.

14. Liability

14.1. Flyerio is responsible for providing its own platform and technology services in accordance with these Broker Terms, the General Terms where they apply, and the Individual Broker Agreement. That responsibility is separate from the Operator's responsibility for flight operations.

14.2. The relevant Operator, and not Flyerio, is responsible for the operation of a flight, including operational decisions, aircraft condition, crew, flight safety, permits and regulatory compliance connected with operating the flight, delays, cancellations, diversions, and performance of the flight-service contract.

14.3. The Broker, and not Flyerio, is responsible for its relationship with its customers, for the authority it claims, and for the accuracy of the booking and passenger information it submits.

14.4. Flyerio does not guarantee that aircraft information, indicative prices, or availability information are complete or current at all times, or that an Operator will accept a request.

14.5. To the extent permitted by applicable law, Flyerio is not liable for indirect or consequential loss, loss of profit, loss of business opportunity, loss of anticipated savings, or loss of goodwill arising out of a Broker's use of the platform.

14.6. Nothing in these Broker Terms excludes or limits liability for:

• Death or personal injury caused by negligence, where that liability cannot lawfully be excluded.
• Fraud or fraudulent misrepresentation.
• Intentional misconduct, where that liability cannot lawfully be excluded.
• A breach of a mandatory legal obligation.
• Any other liability that cannot be excluded or limited under applicable law.

14.7. These limits apply only to the extent the law allows. They do not remove mandatory rights. Where a Broker is in fact acting as a consumer, mandatory consumer protections remain available. These Broker Terms do not treat every individual user as a business without regard to the actual circumstances.

14.8. A liability cap or a different allocation of commercial risk may be set out in the Individual Broker Agreement. That provision prevails for the matters it specifically covers, but it cannot exclude liability that applicable law does not allow to be excluded.

15. Changes to These Broker Terms

15.1. Flyerio may update these Broker Terms to reflect changes in the platform, applicable law, or the general conditions for Broker use.

15.2. The current version will be published on the Flyerio website with its last-updated date.

15.3. Where a change materially affects a Broker's rights or obligations, Flyerio will give appropriate notice and will obtain acceptance where the law or the Individual Broker Agreement requires it.

15.4. A change to these Broker Terms does not by itself amend an Individual Broker Agreement. Commercial terms in that agreement change only as the agreement itself allows, or as the Broker accepts.

15.5. A change to these Broker Terms does not by itself amend an already confirmed flight-service contract.

16. Electronic Acceptance and Records

16.1. A Broker may accept these Broker Terms electronically through the Flyerio website or platform.

16.2. Where the platform requires active acceptance, Flyerio may record the account, date, time, and version accepted, where the platform supports that record.

16.3. Electronic acceptance of these Broker Terms is separate from acceptance of an Individual Broker Agreement and from acceptance of a particular booking or Operator condition.

16.4. Acceptance of these Broker Terms does not create a flight-service contract with Flyerio.

17. Severability

If any provision of these Broker Terms is held to be invalid, unlawful, or unenforceable, the remaining provisions continue to apply to the extent permitted by law.

An invalid provision shall be read or replaced only to the minimum extent needed to make it valid, while preserving its purpose as far as the law allows.

18. Governing Law and Jurisdiction

These Broker Terms, and any non-contractual obligations arising out of or in connection with them, shall be governed by and interpreted in accordance with the laws of Denmark, without regard to its conflict-of-law principles.

Any dispute arising out of or in connection with these Broker Terms shall, to the extent legally permitted, be submitted to the competent courts of Denmark.

Brokers are generally expected to act in a business capacity. Where the Broker is acting as a business, the parties agree that the competent courts of Denmark shall have jurisdiction, unless mandatory applicable law requires otherwise.

Whether a person is acting as a business depends on the actual circumstances. These Broker Terms do not assume that every individual user is a business.

Where a person is acting as a consumer, nothing in this Section excludes or restricts mandatory consumer protection rights, or a mandatory right to bring proceedings in another jurisdiction. If mandatory law gives that person a right to proceed elsewhere, this Section does not remove that right.

Nothing in these Broker Terms limits a right or remedy that cannot legally be excluded or restricted.

The Individual Broker Agreement may contain a dispute-resolution provision for the commercial matters it regulates. That provision prevails for those matters to the extent the law allows. It does not remove mandatory rights.

19. Company and Contact Information

The Flyerio platform is operated by:

Legal name: Flyerio ApS
CVR: DK45883582
Registered address: Lille Gyde 11, 5350 Rynkeby, Denmark
Website: www.flyerio.com
Email: hello@flyerio.com
Registered business activity: NACE 582900 – Other software publishing.

The registered address is provided for legal and official correspondence purposes only. It is not a public office or visitor address, and physical visits are not accepted without prior appointment.

Questions about these Broker Terms, or about a Broker account, may be sent to hello@flyerio.com.