Flywell Aviation Services

Last updated: June 2026  |  Version 1.0

1. DEFINITIONS

In these Terms and Conditions, the following definitions apply:

– "Flywell" means the aviation services business operated by Collin van Well, trading as Flywell, established at Banjaardstraat 46, 4456BR Lewedorp, Netherlands (registered address) / Albert Joachimikade 3, 4461BG Goes, Netherlands (office).

– "Client" means any natural person or legal entity that engages Flywell for services, whether under a formal written agreement or otherwise.

– "Services" means all services provided by Flywell, including but not limited to: aircraft brokerage, private jet charter brokerage, aviation real estate consultancy, aircraft detailing, and other ancillary aviation services.

– "Aircraft Brokerage" means the intermediary activity of introducing buyers and sellers of aircraft and facilitating the negotiation and completion of aircraft sale and purchase transactions.

– "Charter Brokerage" means the intermediary activity of identifying and arranging private aircraft charter flights on behalf of a Client with third-party operators.

– "Aviation Real Estate" means consultancy in connection with the identification, acquisition, leasing, or disposal of hangars, aviation-related land, airport property, or associated real estate.

– "Agreement" means any written or oral agreement between Flywell and a Client for the provision of Services, including any mandate letter, engagement letter, or exchange of emails confirming engagement.

– "Commission" means the fee payable to Flywell upon successful completion of a transaction, as agreed between the parties.

– "Confidential Information" means all information of a business, financial, technical, or commercial nature disclosed in connection with an engagement that is not in the public domain.

2. APPLICABILITY

These Terms and Conditions apply to all offers, quotations, agreements, and service engagements between Flywell and the Client, unless expressly deviated from in writing. Any general terms and conditions of the Client are expressly rejected and shall not apply.

Flywell reserves the right to amend these Terms and Conditions. The version in force at the time of engagement applies. Continued use of Flywell's services after notification of amended terms constitutes acceptance.

3. NATURE OF SERVICES

3.1 Intermediary Role

Flywell acts exclusively as an independent intermediary and broker. Flywell is not a party to any aircraft sale, purchase, charter contract, or real estate transaction concluded between a Client and a third party. Flywell does not act as a principal, owner, operator, lessor, or lessee of any aircraft.

3.2 Aircraft Brokerage

– Flywell will use reasonable efforts to identify suitable buyers, sellers, or counterparties and to facilitate the negotiation of terms.

– Flywell does not warrant or guarantee that a transaction will be concluded, nor that any aircraft meets airworthiness standards, has a clean title, or is free of encumbrances. Independent pre-purchase inspection and legal due diligence by qualified professionals is strongly recommended and remains the sole responsibility of the Client.

– Flywell shall not be liable for any misrepresentation by a seller, buyer, or counterparty. Aircraft information passed on by Flywell is provided in good faith based on information received from third parties.

3.3 Charter Brokerage

– Flywell arranges charter flights by identifying licensed third-party operators (AOC holders). The contract of carriage is exclusively between the Client and the operator.

– Flywell does not operate aircraft and assumes no responsibility for operational safety, crew decisions, airworthiness, weather-related decisions, delays, cancellations, or any event during the flight.

– Flywell will use reasonable care in selecting reputable operators but cannot guarantee their performance or financial stability.

– Cancellation, refund, and amendment policies are governed by the operator's applicable terms. Flywell's commission is earned upon booking confirmation and is non-refundable unless Flywell has caused the cancellation by its own fault.

3.4 Aviation Real Estate

– Flywell provides consultancy and introduces parties in aviation real estate transactions. Flywell does not act as a licensed real estate agent (makelaar) unless separately registered and disclosed.

– Legal ownership verification, planning permission, environmental compliance, and structural assessments remain the responsibility of the Client and appropriate specialists.

3.5 Ancillary Services (Detailing, Ground Services & Others)

– Services such as aircraft detailing and ground services are provided on an as-quoted basis. The Client agrees to provide access to the aircraft and relevant information.

– Flywell shall not be liable for pre-existing damage to the aircraft. A condition report prior to commencement may be requested by either party.

– Clients remain responsible for ensuring the aircraft is legally available for service work.

4. MANDATE AND EXCLUSIVITY

Unless otherwise agreed in writing, Flywell's mandate is non-exclusive. Flywell may represent multiple buyers, sellers, or operators simultaneously and is not obligated to disclose the identity of other clients.

Where an exclusive mandate is agreed, the terms, duration, and fee structure shall be set out in a separate written agreement. During an exclusive mandate period, the Client shall refer all relevant enquiries to Flywell and shall not engage third-party intermediaries for the same matter.

The Client shall inform Flywell promptly of any existing mandates, offers, or negotiations relating to the same subject matter to avoid conflicts and duplicate commissions.

5. FEES, COMMISSION, AND PAYMENT

5.1 Commission

Flywell is entitled to a Commission upon the successful conclusion of a transaction (being the signing of a binding sale agreement, charter booking confirmation, or analogous event), in the amount agreed in writing. If no specific rate has been agreed, Flywell's standard market-rate commission shall apply, as communicated upon engagement.

5.2 Tail Fee / Protection Period

If, within twelve (12) months following the termination or expiry of a Flywell mandate, a Client concludes a transaction with a party introduced by Flywell during the mandate period, Flywell shall be entitled to the full Commission as if the mandate were still in force. This protection period may be extended by written agreement.

5.3 Co-Brokerage

Where Flywell cooperates with a co-broker, commission sharing is an internal matter between Flywell and the co-broker. The Client is not entitled to a reduction in commission solely because a co-broker is involved.

5.4 Invoicing and Payment

– Invoices are payable within fourteen (14) days of the invoice date, unless otherwise agreed.

– Flywell reserves the right to charge statutory commercial interest (wettelijke handelsrente) on overdue amounts from the due date.

– The Client shall not withhold or set off payment against any disputed claim without Flywell's written consent.

– In the event of persistent non-payment, Flywell may suspend services and recover reasonable collection costs.

5.5 Expenses

Unless included in the Commission, out-of-pocket expenses incurred by Flywell in connection with a mandate will be invoiced separately and require Client approval if they exceed EUR 500 in aggregate.

6. CONFIDENTIALITY

Both parties undertake to keep all Confidential Information strictly confidential and not to disclose it to third parties without prior written consent, except to professional advisors bound by confidentiality, or as required by law.

This confidentiality obligation survives termination of the Agreement for a period of five (5) years.

7. CONFLICTS OF INTEREST AND DUAL AGENCY

Flywell may act for both buyer and seller in a transaction (dual agency) if both parties consent in writing and Flywell discloses the dual role prior to engagement. In such cases, Flywell shall act as a neutral facilitator and not advocate exclusively for either party.

Flywell will disclose any material conflict of interest to the Client as soon as it becomes known. The Client retains the right to seek independent representation.

8. CLIENT REPRESENTATIONS AND WARRANTIES

The Client represents and warrants that:

– It has the legal capacity and authority to enter into the Agreement and, if applicable, to purchase, sell, or charter the relevant aircraft.

– It will provide accurate, complete, and timely information and will not withhold information material to the transaction.

– It will comply with all applicable laws, including anti-money laundering legislation, sanctions regulations, and aviation regulations.

– Funds used in any transaction originate from legitimate sources.

– It will not circumvent Flywell by concluding a transaction with a party introduced by Flywell without compensating Flywell in accordance with these Terms.

9. ANTI-MONEY LAUNDERING AND KNOW YOUR CUSTOMER

Flywell is subject to Dutch anti-money laundering legislation (Wet ter voorkoming van witwassen en financieren van terrorisme, "WWFT"). As a regulated intermediary in high-value asset transactions, Flywell is required to:

– Identify and verify the identity of clients and, where applicable, ultimate beneficial owners (UBOs)

– Screen against sanctions lists and politically exposed person (PEP) databases

– Conduct client due diligence prior to and during the engagement

– Report unusual transactions to the Financial Intelligence Unit – Netherlands (FIU-NL) where required by law

The Client is required to cooperate fully with Flywell's KYC and AML procedures. Flywell reserves the right to refuse or terminate an engagement if the Client fails to provide required documentation or if Flywell has reasonable grounds to suspect money laundering, tax evasion, sanctions violations, or any other illegal activity. Such termination does not give rise to any liability on Flywell's part.

10. LIABILITY AND LIMITATION

10.1 General

Flywell provides its services with due professional care. Flywell is not liable for indirect, consequential, or incidental damages, including but not limited to loss of profit, lost savings, missed transactions, or reputational damage.

10.2 Cap on Liability

Flywell's total aggregate liability to the Client for any and all claims arising out of or in connection with the Services shall be limited to the total fees actually paid by the Client to Flywell in connection with the specific engagement giving rise to the claim, or EUR 10,000 (ten thousand euros), whichever is lower.

10.3 Third-Party Acts

Flywell is not liable for the acts, omissions, representations, or defaults of any third party, including aircraft sellers, buyers, operators, financiers, maintenance organisations, inspection companies, or counterparties introduced by Flywell.

10.4 Force Majeure

Flywell is not liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including but not limited to: natural disasters, pandemic, government action, regulatory changes, war, cyberattacks, or failure of third-party platforms and infrastructure.

11. INTELLECTUAL PROPERTY

All materials, analyses, documents, listings, proposals, and other works produced by Flywell remain the intellectual property of Flywell unless expressly transferred in writing. The Client receives a limited, non-transferable licence to use such materials solely for the purpose of the specific engagement.

The Client shall not reproduce, distribute, or commercially exploit Flywell's materials without prior written consent.

12. TERMINATION

Either party may terminate an engagement by giving written notice. Unless otherwise agreed:

– For non-exclusive mandates: termination is effective upon receipt of written notice.

– For exclusive mandates: a notice period as specified in the mandate letter applies.

Termination does not affect accrued rights, including Flywell's right to commission on transactions in progress at termination or transactions concluded during the protection period (Section 5.2).

Flywell may terminate immediately for cause if the Client breaches these Terms materially (including non-payment, fraud, or non-cooperation with AML obligations), engages in circumvention, or if continuing the engagement would expose Flywell to legal or reputational risk.

13. INDEMNIFICATION

The Client shall indemnify and hold harmless Flywell, its principals, employees, and agents from and against any claims, losses, damages, fines, penalties, or costs (including reasonable legal costs) arising out of or related to:

– Any breach by the Client of these Terms and Conditions

– Inaccurate, misleading, or incomplete information provided by the Client

– The Client's failure to comply with applicable law

– Claims by third parties arising from the Client's conduct in a transaction

14. GOVERNING LAW AND DISPUTE RESOLUTION

These Terms and Conditions and any Agreement governed by them shall be subject to Dutch law (Nederlands recht), excluding conflict-of-law rules.

Any disputes arising out of or in connection with these Terms shall first be submitted to good-faith negotiation. If not resolved within thirty (30) days, disputes shall be submitted exclusively to the competent court in Zeeland-West-Brabant, the Netherlands, unless the parties agree in writing to submit the dispute to binding arbitration.

15. MISCELLANEOUS

– Entire Agreement: These Terms, together with any signed mandate or engagement letter, constitute the entire agreement between the parties and supersede all prior discussions.

– Severability: If any provision is found invalid or unenforceable, the remaining provisions continue in full force.

– Waiver: Failure to enforce any right does not constitute a waiver of that right.

– Amendments: Any amendment to these Terms must be in writing and signed by both parties.

– Electronic Communications: Email correspondence is accepted as valid written communication for the purposes of these Terms.

– Language: These Terms are drawn up in English. In case of translation into Dutch or German, the English version prevails.

This document does not constitute legal advice. Flywell recommends periodic review and legal validation by a qualified Dutch aviation and commercial law practitioner.

© 2026 Flywell. All rights reserved.​www.flywell.nl