Valid as of May 2023
These General Terms and Conditions shall be incorporated and apply to the Agreement between LYGG and the Customer and to all services provided or arranged by LYGG.
In the event of a conflict between these General Terms and Conditions and the Order, the Order shall prevail and these General Terms and Conditions shall apply before any other appendices or attachments. For the avoidance of doubt, the acceptance of these General Terms and Conditions by any Authorized User in connection with booking of flights shall be for informational purposes only, except however, Customers of Pay Go services for whom these General Terms and Conditions shall be accepted by the Authorized Users.
1. DEFINITIONS; INTRODUCTION
In the General Terms and Conditions, unless the context otherwise requires:
"Agreement” means the agreement between LYGG and the Customer comprising the Order, these General Terms and Conditions, the User Terms and any other appendices or attachments or schedules thereto;
“Authorized User” shall have the meaning set forth in the Order;
"Customer” means the legal entity specified as customer in the Order or any other corporate legal entity purchasing Pay Go service from LYGG, as the case may be;
“’Fixed Seat Scheme” means the respective plan type selected by the Customer in the Order;
“Force Majeure” means any event beyond a party’s or Third Party Provider’s control including (but not limited to) explosions, revolutions, acts of terrorism, hijacking, insurrection, riot, civil commotion, war, national or local emergency, acts (or non-action) and interventions of government or any government agency or body, lock-out, strike, industrial dispute or action, labour disputes, fire, lightning, flooding, embargoes, pandemic, epidemic, quarantine, requisition of an aircraft or other vehicle, lack of flight or traffic permit(s), terminal capacity constraints, accidents to or failure of the Vehicle or Vehicle used in connection therewith, acts or omissions of third parties and extreme weather conditions;
“LYGG” means FlyMaas Oy (Business ID 3167078-7);
“LYGG APP” means the Fly-MaaS (Mobility as a service) platform and the Lygg application, including related websites, content and services;
"Order" means the subscription order form between LYGG and the Customer by which the Customer subscribes the Services from LYGG, and any other method by which the Customer purchases Pay Go services from LYGG;
"Pay Go” means purchase of single one way seat for a flight as specified in connection with such purchase;
"Personal Data" shall have the meaning given in clause 11.1;
"Price” means the monthly fees and any other service fees relating to the Service in the amounts based on the Order and/or any valid price list of LYGG;
“Serial Ticket Scheme” means the respective plan type selected by the Customer in the Order;
"Services” shall have the meaning set forth in the Order or in connection with Pay Go purchase;
"Subscription Start Date” shall have the meaning set forth in the Order;
"Subscription Term” shall have the meaning set forth in the Order; 2 16.5.2023
“Traffic Documentation” means all tickets, baggage checks, air, rail or road waybills, customs clearances and all other necessary documents relating to the Services or carriage undertaken pursuant to the Order and/or required under applicable international conventions or other applicable laws;
“Transport Service Providers” shall mean any transport service provider in a travel chain provided under the Services;
“User Terms” means the end user terms and conditions relating to the use of Services;
"Vehicle" means any aircraft and other means of transportation operated by any Transport Service Provider in connection with the Services; and
“Volume Discount Scheme” means the respective plan type selected by the Customer in the Order.
2. SERVICE SUBSCRIPTION; USE OF THE SERVICES
2.1 The Customer and Authorized Users shall be entitled to use the Services during the Subscription Term on non-exclusive basis in accordance with the Agreement. Services are only available for corporate customers, not for private persons or consumers.
2.2 The Customer acknowledges that LYGG is solely a platform provider, not an airline or other transportation service provider, and that LYGG operates solely as mobility-as-a-service service provider under the Act on Transportation Services (24.5.2017/320) integrating different transportation modes into a travel chain (yhdistämispalvelun tarjoaja, Liikennepalvelulaki 24.5.2017/320), as amended.
2.3 Authorized Users in case of Fixed Seat Scheme: The Customer shall provide LYGG with a listing of Authorized Users as instructed by LYGG from time to time on the Subscription Start Date at the latest. LYGG shall be entitled to refuse any person as an Authorized User in case such a person has violated the User Terms in the past, or LYGG has any other justified and reasonable grounds to refuse such person.
2.4 Authorized Users in case of Volume Discount Scheme and Serial Ticket Scheme: Any person with the e-mail address under the domain name set forth in the Order shall be entitled to use the Service, on Customer’s behalf and on the account of the Customer. The Customer shall be solely responsible for the control of appointing Authorized Users and any e-mail addresses under Customer’s domain, and LYGG is not obliged to verify the identity or qualification of such person. LYGG shall be entitled to refuse the inclusion of any such person as an Authorized User in case such a person has been violating the User Terms in the past, or LYGG has a justified reason to believe that a person will be violating the User Terms.
2.6 Within Fixed Seat Scheme LYGG shall provide the traveling for the Authorized Users for the seats fixed on the flights/itineraries set out in the Order. All bookings by the Authorized Users for such seats fixed on the flights/itineraries are made under “first-come-first-serve” principle among Authorized Users of the Customer, unless the Customer has defined certain booking privileges for certain Authorized Users, as set out in the Order.
2.7 Within Serial Ticket and Volume Discount Schemes LYGG shall use its reasonable commercial efforts to provide the travel bookings and respective traveling for the Authorized Users up to the number of seats reserved by the Customer per calendar month, or as foreseen for certain volume discounts, as set out in the Order. LYGG will not, however, procure availability of seats on any certain flights or other carriages or itineraries in the travel chain, and all bookings of the Services are made under “first-come-first-serve” principle among all potential users of LYGG’s Services. 3 16.5.2023
2.7 In case the Authorized Users or the Customer cancel the bookings, the terms of cancellations set out in the User Terms shall apply and shall be complied with by the Authorized Users respectively. In case the booking has not been cancelled in accordance with the User Terms, but the passenger fails to check-in or board the flight, LYGG shall have the right to charge an additional “no-show” fee set out in LYGG’s valid price list either from the Customer or from the Authorized User, at the sole discretion of LYGG.
2.8 The flights specified in the Order are charter flights within charter series tailored for the requirements of corporate and industrial traveling, and will be subject to constant optimization and change. If LYGG removes a flight selected by the Customer in the Order, the Customer shall have the right to terminate the Agreement wholly or partly by giving LYGG a [thirty (30)] days prior notice thereof. Such termination notice shall be given by Customer within [seven (7)] days of becoming aware of the removal, otherwise the Customer is deemed to have accepted the removal. Any adjustments or amendment of maximum [thirty (30] minutes of the scheduled departure times shall not be regarded as removals of flights with respect to the above.
3. PRICES, FEES AND PAYMENT
3.1 The Customer shall pay LYGG all amounts due pursuant to the Order or purchase of Pay Go services in the currency, in the amounts and to the bank account and address designated by LYGG. For continuous Services, the invoicing period shall be calendar month, unless agreed otherwise in an Order. In case of delayed payment by the Customer, penalty interest at the rate of 8 % p.a. shall be applied.
3.2 Fixed Seat Scheme: In case Customer’s Authorized Users have not used the seats reserved by Customer to specific flights per each tracking period, as set out in the Order, LYGG is under no obligation to refund any amounts paid to the Customer, and any such non-used reserved seats shall not be carried over to the next month of Service either, except if LYGG has been able to sell such non-used seats to other users, in which case LYGG will credit Customer for the sale proceeds of sold seats.
3.3 Serial Ticket Scheme: In case Customer’s Authorized Users have not used the amount of seats reserved by Customer per each tracking period in an agreed price category, as set out in the Order, LYGG shall be entitled to charge the Customer for the price of any unused seats in such price category per such tracking period, and any such non-used reserved seats in such price category shall not be carried over to the next month of Service either, except that if the amount of seats used for higher price category exceed the number of seats reserved for such price category, the excess may be credited against the unused seats in lower price categories .
3.4 Volume Discount Scheme: In case Customer’s Authorized Users have not used the amount of seats reserved by Customer per each tracking period in an agreed price category, as set out in the Order, LYGG shall be entitled to charge the Customer for the price of unused seats in such price category per such tracking period.
3.5 In case of Serial Ticket and Volume Discount Schemes may only refund any payments (or part of it) made as agreed to the Customer if there has been no availability at all for any bookings of seats for any destinations at any times to be made by the Authorized Users in the LYGG APP up to the agreed number of seats reserved per month, in which case LYGG may refund the pro-rata amount between payments made and the respective shortfall of availability of seats. In case of Fixed Seat Scheme LYGG shall credit the Customer for the customer-paid fixed seats on flights which have been cancelled, unless the Customer or Authorized user has cancelled a fixed seat in accordance with the cancellation rules set out in the Agreement prior to the 4 16.5.2023
cancellation of the respective flight by LYGG or the Transport Service Provider.
3.6 The prices are based on Transport Service Provider’s costs of fuel, insurance, foreign exchange rates and other variables at the date of the Order and shall be subject to surcharge in the event of increase in fuel costs or any other operating costs between the date of the Order and the date of transportation, unless agreed otherwise in the Order [except in Fixed Seat Scheme]. The Customer agrees to compensate LYGG in full for such increase and shall be liable to pay to LYGG such additional amounts imposed.
3.7 No set-off or counterclaim (whether arising in respect of the Agreement or any other agreement) shall entitle the Customer to withhold payment of any sums whatsoever payable to LYGG. The Customer is not entitled to set off any payments against LYGG.
3.8 prices and all charges, sums, costs and fees are exclusive of any value added taxes or other sales taxes which shall be payable in addition by the Customer at the prevailing rate.
4. VEHICLES AND CREW; OTHER PERSONNEL
4.1 LYGG shall procure the Transport Services Providers to provide the Vehicles at the commencement of each transportation properly manned and equipped, fuelled and airworthy/roadworthy/railworthy/seaworthy in accordance with the laws and regulations of the state of registration of the Vehicle, and in case of aircraft, under an EASA approved AOC (Air Operator’s Certificate).
4.2 The Transport Service Providers shall have the exclusive responsibility for the operation and maintenance of the Vehicle.
4.3 The travel times shown in the LYGG APP are approximate and not guaranteed, and the Customer acknowledges that the Transport Service Provider is entitled to deviate from the schedule and/or the duration of any transportation and/or to reduce the maximum payload according to Transport Service Provider's operational requirements.
4.4 The personnel of the Transport Service Providers shall not necessarily speak any language other than English.
5. TRAFFIC DOCUMENTATION
5.1 LYGG shall procure that the Transport Service Provider shall supply or procure the Traffic Documentation and the Customer shall give to LYGG all necessary information and assistance to complete such documents as soon as possible after the making of the Order or purchase and any relevant booking thereunder and, in any event, in sufficient time, as notified by the Transport Service Provider from time to time, to be completed for issue to Authorized Users or for the preparation and loading of Authorized Users’ baggage.
6. TRAVEL TIMES; LOADING AND EMBARKATION
6.1 The Customer shall be solely responsible for ensuring that Authorized Users and other passengers and their baggage arrive at the specified check-in point at the departure airport, station or other transportation terminal in sufficient time, as notified by the Transport Service Providers from time to time, except if the ground transportation to departure airport, station or other transportation terminal in a travel chain has been part of the Services, in which case LYGG shall use its commercially reasonable efforts to procure that the Authorized User will be transported to the next following destination airport, station or other terminal in such travel chain. In the event that any Authorized User or other passenger fails to arrive in sufficient time to airport, station or other terminal, LYGG shall be under no liability whatsoever to the Customer, nor to such Authorized User or other passenger. LYGG shall be under no obligation hereunder to make any alternative arrangements for any such 5 16.5.2023
Authorized User or other passenger. If the Transport Service Provider or LYGG, at their absolute discretion, arrange for any such Authorized User or other passenger to be carried on a later connection, the Customer shall pay on demand to LYGG such additional sum that LYGG may specify to cover applicable taxes, administrative costs and any other costs of the Transport Service Provider and LYGG thereby incurred.
6.2 The Customer acknowledges that the regulation (EC) No 261/2004 of the European Parliament and of the Council establishing common rules on compensation and assistance to passengers in the event of denied boarding and of cancellation or long delay of flights does not apply to flights forming part of the Services, as the Authorized Users and other passengers are travelling on reduced fares which are not available to the public, and in addition, the flights are typically part of multimodal travel chains and of broader mobility as a service concept. If any Authorized User or other passenger shall claim compensation from the Transport Service Provider (or LYGG) under the regulation (EC) No 261/2004 of the European Parliament and of the Council, the Customer shall indemnify the Transport Service Provider (or LYGG, as the case may be) and LYGG will charge the Customer for any compensation paid and related costs accrued by the Transport Service Provider (or LYGG).
6.3 In the event that any Authorized User or other passenger is refused entry at any destination airport, station or other terminal, the Customer shall indemnify and hold harmless LYGG and the Transport Service Provider, their officers, employees, agents and suppliers against any and all cost or expense whatsoever incurred by LYGG or Transport Service Provider in respect thereof (including but not limited to charges, fees, penalties, imposts or other expenses levied upon the Transport Service Provider or LYGG by any immigration authority) or of any arrangements made by the Transport Service Provider and/or LYGG to return such Authorized Users to the country from which such Authorized User was originally carried.
7. OBLIGATIONS OF THE CUSTOMER
7.1 The Customer shall procure and be responsible for that the Authorized Users and other passengers comply in all respects with the User Terms, conditions of all permits, licenses and authorities granted for the Services, and will procure such compliance on the part of all its Authorized Users and other passengers. The Customer and its agents shall be deemed to have knowledge of, and shall comply in all respects with all applicable laws, rules and regulations, and Customer’s relevant customs authority, applicable to the Services under the Agreement.
7.2 The Customer shall indemnify and hold harmless LYGG against all claims, demands, liabilities, actions, proceedings and costs of any kind whatsoever arising from any default on the part of the Customer or any Authorized User or passenger in complying with any of the provisions of the Agreement, including those set out in User Terms.
7.3 The Customer shall comply and shall procure that all its Authorized Users and passengers comply with all applicable customs, police, public health, immigration and other lawful regulation of any state to/from or over which the Vehicle is or may be flown, driven or piloted. LYGG assumes no responsibility for any non-compliance with such regulations, and the Customer shall pay any fines imposed as a result of any violation such regulations by its Authorized Users or passengers.
8. EXCLUSION OF LIABILITY; INDEMNITY
8.1 LYGG shall be under no liability to the Customer or to any Authorized User or passenger in respect of any variation to or cancellation of any flight or other transportation or the non-availability of any seats, including the variations or cancellations which result from the 6 16.5.2023
acts or omissions of the Transport Service Provider, or for any failure by the Transport Service Provider to perform any flight or other transportation, and the Customer hereby acknowledges to LYGG that in any such event the Customer and any Authorized User or passenger shall only have recourse against the Transport Service Provider. LYGG shall make its commercially reasonable efforts to support the Customer or any Authorized User or passenger in such recourse actions. The Customer or Authorized Users or other passengers are thus not entitled to make any claims whatsoever against LYGG relating to acts or omissions of the Transport Service Provider, even if LYGG’s customer service may be contacted under email@example.com to seek support in making claims against the Transport Service Provider.
8.2 LYGG shall be under no liability for any failure by LYGG or by the Transport Service Provider to perform their respective obligations under the Agreement arising from Force Majeure. In the event of Force Majeure, LYGG shall have the right to cancel all or part of the travel chain, and shall give notice to the Customer of such occurrence. If the event of Force Majeure has lasted for more than thirty (30) days, either party shall be entitled to terminate the Agreement with immediate effect by giving notice to the other party in writing.
8.3 The Customer shall indemnify LYGG and its officers, employees and suppliers against any claim by any Authorized User or other passenger or arising out of any variation, cancellation, non-availability or failure to perform provided always that if LYGG shall receive any refund from the Transport Service Provider in respect of any such varied cancelled or unperformed flights or other transportation or unavailable seats which have already been paid for, LYGG shall (provided always that the Customer and the Authorized User or passenger shall have duly fulfilled their obligations under the Agreement), pay an amount equalling such refund to the Customer or to the Authorized User or other passenger, as the case may be.
8.4 The Customer shall indemnify LYGG against any loss, damage, liabilities, costs or expenses of whatsoever nature caused to be suffered or incurred by LYGG and its officers, employees or suppliers in any way relating to, based on or arising out of the Agreement or in connection with the Agreement or any breach of any term of the Agreement by the Customer, including without limitation those arising out of any act or omission of the Customer or its Authorized Users, passengers, officers, employees or suppliers.
8.5 Neither party shall be liable to the other party for any indirect damage (which expression shall include but not be limited to loss of revenue, business, contracts, anticipated savings, profits or wasted expenditure) arising out of or in connection with the Agreement or any breach of any term of the Agreement.
8.6 Any transportation performed by any Transport Service Provider under the Agreement shall be subject to the conditions of carriage contained or referred to in the Traffic Documentation of the Transport Service Provider including its general conditions of carriage.
9.1 Either party may terminate the Agreement: (i) in accordance with the terms and conditions set out in the Agreement; and (ii) by written notice to the other party if the other party is in material breach of any of its contractual obligation and has not cured the breach within 10 days from notice of breach, or makes any arrangement with or compounds with its creditors, has an administrator or similar officer appointed, passes a resolution for, has a petition presented for or enters into administration or liquidation, is subject to bankruptcy proceedings, is or is deemed to be unable to pay its debts. 7 16.5.2023
9.2 Any notice of termination shall be given in writing (and may be given by email).
9.3 In the event of termination or expiry, the bookings made by the Customer prior to the termination or expiry and paid for shall remain in force. The Customer shall not be entitled to discounted prices for bookings made for the period following the termination or expiry, but prices according to the then valid price list shall apply for such bookings.
10. EFFECTS OF DEFAULT
10.1 If the Agreement is terminated under clause 9, then the Customer shall (without prejudice to any other rights and remedies which LYGG may have) pay forthwith to LYGG all amounts then due and unpaid to LYGG hereunder, together with the penalty interest thereon (at the rate of 8 % p.a.), and the Customer shall indemnify and hold LYGG harmless against all loss, damage, costs, expense, claim or liability incurred or sustained by LYGG as a result of such termination (including, without limitation, any amounts charged by the Transport Service Provider from LYGG), and LYGG shall be entitled to retain any initial payment or deposit paid by the Customer pursuant to any provisions therefore set out in the Agreement.
11. PERSONAL DATA PROTECTION
11.1 The parties acknowledge and agree that in order for the parties to perform their obligations under the Agreement and to manage their business relationship: (i) party may provide data to the other party that identifies individuals and is considered as 'personal data' (the "Personal Data") under the applicable personal data legislation, including but not limited to the General Data Protection Regulation (GDPR) (EU) 2016/679, and, unless otherwise agreed, Parties act as standalone controllers for the Personal Data; and (ii) party and its affiliates may only collect, use, copy, transfer and otherwise process the Personal Data for purposes necessary in connection with the performance of its obligations under the Agreement and the management of the parties business relationship, including transferring or processing Personal Data to third parties, including third parties outside the EEA and including but not limited to the Transport Service Providers and other third-party service providers; provided that party shall do so only to the extent reasonably necessary to perform its obligations under the Agreement or manage the business relationship and always in compliance with the applicable personal data legislation and treating the Personal Data with strict confidence and keeping it safe by means of technical and organizational measures required under applicable law.
11.2 The Customer shall procure that its privacy policies inform the Authorized Users and other passengers that their Personal Data will be disclosed to LYGG and to the Transport Service Providers, in accordance with applicable privacy policies of LYGG, as available at LYGG’s and/or Transport Service Provider’s website. The Customer shall inform the relevant persons, and if required under applicable law, obtain their consent, to such disclosure of Personal Data, and the Customer shall be able to demonstrate to LYGG and to the authorized authorities that the data subject has given her/his consent.
12.1 No change or modification of the Agreement may be made except as set out in the Order or as may be agreed to in writing by both parties.
12.2 The Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subject hereof and replaces and supersedes all prior oral or written communications or understandings.
12.3 The failure of a party to exercise or enforce any right under the Agreement shall not be deemed to be a waiver of that right, nor operate 8 16.5.2023
to bar the exercise or enforcement of it at any time or times thereafter.
12.4 The relationship created by the Agreement is that of an independent intermediary and does not create any employment relationship or partnership between the parties or their representatives.
12.5 LYGG shall be entitled to delegate any of the Services provided under the Agreement (or their part) to subcontractors of LYGG’s choice.
12.6 The Customer shall ensure that LYGG has its up-to-date contact information.
12.7 Any notice required or permitted to be given by one party shall be in writing and will be deemed properly given on the date delivered by hand, by overnight courier service or by messenger, email (upon receipt confirmation by the recipient) or if sent by registered letter, notice shall be considered to be served on the date of receipt. A notice shall be sent to the contact person indicated in the Order to party’s address indicated in the Order or to such other person or address as the relevant party may notify each other.
13. CHOICE OF LAW, SUBMISSION TO JURISDICTION
13.1 The Agreement shall be governed by and construed in accordance with the substantive laws of Finland, excluding its choice of law provisions and principles.
13.2 Any dispute, controversy or claim arising out of or in connection with the Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The number of arbitrators shall be one. The seat of arbitration shall be Helsinki, Finland.