OPERATOR AGREEMENT
version of 31 October 2026
Courtesy translation. The Polish text at /pl/umowa-przewoznik 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 an air carrier or a holder of an air operator certificate (AOC), whose details follow from the acceptance form (the “Operator”); the person accepting the Agreement on behalf of the Operator represents that he or she is duly authorised to do so.
§ 1. Subject matter of the Agreement
1. MagniFly makes the MagniFly Search Platform available to the Operator for the purpose of listing available aircraft and empty legs (“Listings”), receiving requests for quotation, and submitting and accepting offers from MagniFly and from brokers using the Platform. The Terms of Use of the Platform form an integral part of the Agreement.
2. The Operator represents that it holds a valid AOC, the insurance required by law and the authorisations to perform the carriage it offers, and undertakes to notify MagniFly of their suspension, limitation or revocation within 24 hours.
§ 2. Listings and offers
1. A Listing contains at least: the aircraft’s parking location, the period of availability, the positioning range included in the price and the maximum positioning range, the shortest and the longest charter, the floor price and the “buy now” price per block hour, and an indication of what the price includes. The Operator is responsible for keeping the Listing current and closes it without delay once availability is lost.
2. The “buy now” price constitutes an offer within the meaning of art. 66 of the Polish Civil Code (offer): its acceptance by MagniFly or by a broker through the Platform results in the conclusion of a charter contract on the terms of the Listing, subject to availability confirmed within 2 business hours. A bid placed in an auction at not less than the floor price requires acceptance by the Operator within the time indicated on the Platform.
3. An Operator which, after an offer has been accepted, refuses to perform the carriage for reasons other than force majeure, safety considerations or a decision of the aviation authorities shall cover the documented costs of a replacement aircraft in excess of the agreed price and shall pay MagniFly the Commission in the amount due on the original transaction.
§ 3. MagniFly’s remuneration
1. For each carriage performed and paid for which came about thanks to the Platform or MagniFly (an enquiry, a Listing, an offer, the introduction of a client or a broker), the Operator shall pay MagniFly a commission of 3% of the net carriage price (excluding VAT, airport and navigation charges and additional services), but not less than 300 € per carriage (the “Commission”), unless the Price List provides a lower rate for the plan the Operator had paid for on the day the transaction was concluded, or the Parties agreed on the Platform a different remuneration for MagniFly for the given transaction (in particular a margin added to the Operator’s price in the “buy now” model); MagniFly collects remuneration for one carriage only once, from the party indicated on the Platform.
2. The Commission falls due within 7 days of the Operator’s receipt of payment for the carriage, on the basis of MagniFly’s invoice. The Operator shall notify MagniFly of the performance and payment of the carriage within 3 business days.
3. The Commission is also due on every carriage performed for an Introduced Party (a client, a broker or their affiliated entities) within 24 months of the last contact through the Platform, irrespective of who concluded the contract of carriage and in what form.
4. Late payment bears statutory interest for late payment in commercial transactions, and the flat-rate compensation for recovery costs is due.
5. Listing and responding to offers requires a paid plan under the Price List (/pl/cennik, in English at /en/pricing), which forms an integral part of the Agreement, within the plan’s aircraft limit; 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. Relations with MagniFly’s clients
1. A client for whom MagniFly or a broker using the Platform orders carriage remains the client of MagniFly or of that broker, respectively. The Operator shall not direct commercial offers to such a client, shall not provide it with its own contact details for commercial purposes and shall not enter into direct negotiations with it for 24 months from the last carriage or contact, unless MagniFly consents thereto in documentary form.
2. The Operator shall not place in the carriage documents, on board or in correspondence with passengers any advertising material addressed to the client, other than the markings required by law.
3. The prohibition in paragraph 1 does not apply to clients with whom the Operator demonstrates documented cooperation predating the first contact through the Platform.
§ 5. Performance of the carriage
1. The Operator performs the carriage in accordance with aviation law, its own AOC and the agreed terms; it is liable towards the passengers and the ordering party under the rules of carriage law and the Montreal Convention. MagniFly bears no liability for the performance of the carriage.
2. The Operator shall notify MagniFly without delay of any change of aircraft, crew, times or route affecting the passengers, before notifying the passengers, unless safety considerations require otherwise.
§ 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 Operator 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 Operator 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 Operator 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 Operator; 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 Operator 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 Operator 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 Operator on any grounds is limited to the amount of the remuneration received by MagniFly from that Operator in the 12 months preceding the event and does not cover lost profits; the limitation does not apply to damage caused intentionally.
3. The Operator 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 Operator 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 Operator 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 Operator 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 Operator may not assign its rights under the Agreement without MagniFly’s consent. Contact: concierge@magnifly.services.