BROKER COOPERATION AGREEMENT
version of 31 October 2026
Courtesy translation. The Polish text at /pl/umowa-broker is the binding version (Terms § 11(2)); in case of discrepancy the Polish text prevails.
concluded in documentary form between Mateusz Tomczak, trading under the MagniFly brand (registration details: [NIP (tax identification number), address], hereinafter “MagniFly”) and the User being a broker (an intermediary in air carriage), whose details follow from the acceptance form (the “Broker”); MagniFly and the Broker are hereinafter jointly referred to as the “Parties”.
§ 1. Subject matter of the Agreement
1. The Parties enter into cooperation in the intermediation in the conclusion of contracts of air carriage and aircraft hire using the MagniFly Search Platform. The Terms of Use of the Platform form an integral part of the Agreement; in the event of a conflict the Agreement prevails.
2. The Broker acts in its own name and on its own account towards its clients. Nothing in the Agreement creates a partnership, an exclusive agency or an employment relationship.
3. The Broker represents that it conducts business in aviation intermediation in accordance with the law of the state of its seat and holds the permits or registrations required there.
§ 2. Transactions concluded through the Platform
1. A transaction concluded through the Platform is any contract of carriage, charter or aircraft hire which came about thanks to a contact, offer, listing, enquiry or information obtained by the Broker from the Platform or from MagniFly, irrespective of where and in what form the contract was ultimately concluded (a “Transaction”).
2. The Broker shall inform MagniFly of the conclusion of a Transaction within 3 business days of its conclusion, stating the operator, the route, the date and the net price, and at MagniFly’s request shall produce documents confirming these details (with the personal data of passengers redacted where they are not necessary).
§ 3. MagniFly’s remuneration
1. For each Transaction the Broker shall pay MagniFly a commission of 3% of the net carriage price (the price due to the operator, excluding VAT, airport and navigation charges and additional services), but not less than 500 € and not more than 3 000 € per Transaction (the “Commission”), unless the Price List provides a lower rate or other limits for the plan the Broker had paid for on the day the Transaction was concluded; in that case the rate and limits of that plan apply.
2. Where a Transaction was concluded on the basis of an operator’s listing on the Platform (“buy now” or an accepted bid), the Commission is included in the price indicated on the Platform and is settled in accordance with the Platform’s mechanism; in all other cases MagniFly issues an invoice upon receiving the information referred to in § 2(2). MagniFly collects remuneration for one carriage only once: in the Platform model it is the amount indicated on the Platform when the offer is accepted, collected from the party indicated there; the Broker’s Commission and the operator’s commission are not cumulated.
3. The Commission falls due within 7 days of payment of the price by the Broker’s client, but no later than on the day the carriage is performed. The Commission is also due where the carriage is not performed for reasons attributable to the Broker’s client or to the Broker, if the client has paid the price or part of it; in that case the amount retained is the basis.
4. The Commission is also due on every Transaction concluded with an Introduced Party within 24 months of the last contact through the Platform, including where the Agreement has terminated in the meantime (art. 761¹ of the Polish Civil Code applies accordingly).
5. Late payment bears statutory interest for late payment in commercial transactions, and the flat-rate compensation for recovery costs is due.
6. Use of the Platform requires a paid plan under the Price List (/pl/cennik, in English at /en/pricing), which forms an integral part of the Agreement; the rules on payment, on the refund of the first period and on the suspension of access are set out in the Terms (§ 4(4)). Plan fees are not credited against the Commission.
§ 4. Mutual referrals
1. Where MagniFly refers a client or an enquiry to the Broker, the Broker shall pay MagniFly 50% of the commission or margin earned by the Broker on transactions with that client, for a period of 24 months from the referral, on the terms of § 3(3) and (5).
2. Where the Broker refers a client or an enquiry to MagniFly and MagniFly concludes a transaction with that client without the Broker’s involvement, MagniFly shall pay the Broker 50% of the commission earned by MagniFly, on analogous terms. The Parties confirm each referral of a client by e-mail.
§ 5. Protection of clients and operators
1. During the term of the Agreement and for 24 months after its termination the Broker shall not induce operators introduced through the Platform to cease or limit their cooperation with MagniFly, nor use MagniFly’s Confidential Information (including prices, margins and terms agreed with operators) in a competing business.
2. The Broker shall not present itself to clients, operators or third parties as MagniFly, nor use MagniFly’s marks without written consent.
3. The Parties agree that no general non-compete obligation applies: the Broker may conduct brokerage business on its own account, subject to § 5(1), § 6 and § 7.
§ 6. Confidentiality
1. The Parties shall keep confidential the commercial, technical and organisational information obtained in connection with the use of the Platform, in particular client data, routes, dates, prices, margins, operators’ offers and the manner in which the Platform operates (“Confidential Information”), and shall use it solely for the purpose of performing the Agreement.
2. The confidentiality obligation continues for the term of the Agreement and for 24 months after its termination, and with respect to personal data – indefinitely.
3. Disclosure of information required by law or by a final and binding court decision does not constitute a breach, provided that the other Party has been notified in advance, where this is permissible.
§ 7. Non-circumvention
1. The Broker undertakes that, during the term of the Agreement and for 24 months from the last contact made through the Platform, it will not – whether itself or through affiliated entities or third parties – conclude, negotiate or perform, bypassing MagniFly, any transaction with a party with whom it established contact thanks to the Platform or MagniFly (an “Introduced Party”), where the subject of the transaction is air carriage, the hire of an aircraft or a service related thereto.
2. A transaction concluded with an Introduced Party in breach of paragraph 1 is treated as concluded through the Platform: MagniFly is entitled to the remuneration in the full amount provided for in the Agreement, and the Broker shall disclose the terms of the transaction to MagniFly within 7 days of being requested to do so.
3. For each breach of paragraph 1 the Broker shall pay MagniFly a contractual penalty equal to 3 times the remuneration to which MagniFly would have been entitled for the transaction concerned, but not less than 5 000 €. MagniFly may claim damages exceeding the contractual penalty under the general rules (art. 484 § 1, second sentence, of the Polish Civil Code).
4. The burden of proving that contact with the Introduced Party existed before the Platform was used and did not result from it rests with the Broker; evidence may consist in particular of documented correspondence predating the first contact through the Platform.
§ 8. Personal data
1. MagniFly is the controller of the personal data of the Broker and of the persons acting on its behalf. The data are processed for the purpose of concluding and performing the Agreement (art. 6(1)(b) of the GDPR (Regulation (EU) 2016/679)), of complying with legal obligations (point (c)) and in MagniFly’s legitimate interest: maintaining business contacts, pursuing claims and securing the Platform (point (f)); direct marketing of MagniFly’s own services is carried out on the basis of consent or of legitimate interest, with the right to object at any time.
2. Details are set out in the Privacy Policy available on the Platform. A Broker who provides MagniFly with the data of third parties (passengers, employees) represents that it is authorised to do so and has fulfilled its information obligations towards them.
§ 9. Liability
1. MagniFly is an intermediary and the provider of the Platform; it is neither an air carrier nor a party to the contract of carriage, unless a separate agreement expressly provides otherwise. The data presented on the Platform (estimates of prices, times, ranges, fees, entry requirements, aircraft availability) are indicative and require confirmation by the operator; only the operator’s offer is binding.
2. MagniFly’s liability towards the Broker on any grounds is limited to the amount of the remuneration received by MagniFly from that Broker in the 12 months preceding the event and does not cover lost profits; the limitation does not apply to damage caused intentionally.
3. The Broker is liable for the acts of the persons to whom it has made the Access Code (the key, code or link referred to in the Terms) available as for its own acts, and shall notify MagniFly without delay of any loss of control over the code.
§ 10. Term and termination
1. The Agreement is concluded for an indefinite period. Either Party may terminate it by termination notice with a 30-day notice period, given in documentary form (e-mail).
2. MagniFly may terminate the Agreement with immediate effect and block access in the event of a breach of the §§ concerning confidentiality, non-circumvention or the rules of use of the Platform, or of a delay in payment exceeding 14 days.
3. Termination of the Agreement does not affect claims that arose before it; the provisions on confidentiality, non-circumvention, remuneration due for transactions initiated during the term of the Agreement, contractual penalties, liability and governing law remain in force.
§ 11. Final provisions
1. The Agreement is concluded in documentary form (art. 77² of the Polish Civil Code (documentary form)) at the moment the Broker ticks the acceptance box and submits the form; MagniFly records the content of the document, its version and hash, the date and time, the e-mail address and the technical data of the connection, and sends the full text to the Broker at the e-mail address provided. This record constitutes evidence of the conclusion of the Agreement and of its content.
2. The Agreement is governed by Polish law, to the exclusion of its conflict-of-laws rules and of the United Nations Convention on Contracts for the International Sale of Goods. Disputes shall be resolved by the Polish common court having jurisdiction over MagniFly’s registered seat. The Polish text is decisive; translations are auxiliary only.
3. MagniFly may amend the document for important reasons (a change in the law, in the scope of the services or in the settlement rules), notifying the Broker by e-mail at least 14 days before the amendments take effect; failure to give termination notice within that period constitutes acceptance of the amendments. Transactions initiated before the amendment are settled under the previous rules.
4. If any provision proves invalid or ineffective, the remaining provisions remain in force, and the Parties shall replace it with a valid provision closest to the economic purpose of the provision replaced. The Broker may not assign its rights under the Agreement without MagniFly’s consent. Contact: concierge@magnifly.services.