These Airfill Program Terms (the "Program Terms") govern the purchase, configuration and distribution of Airfill Cards through the Airfill platform available at www.airfill.com (the "Platform"), on which Program Customers purchase and manage Airfill Cards and Cardholders redeem them.
They are entered into between:
AIRFILL PREPAID AB, a limited company incorporated under the laws of Sweden with registration number 559001-6035, with legal notice address at Mailbox 2333, C/O Att: Operations Desk, Airfill, 11175 Stockholm, Sweden ("Airfill", "we", "us"); and
the corporate entity identified during onboarding (the "Program Customer", "you").
By completing onboarding on the Platform, or by placing an Order, you accept these Program Terms on behalf of the Program Customer and represent that you are duly authorized to do so.
The Airfill product is available to businesses only; you represent that you are acting in the course of your trade or profession and not as a consumer. You expressly acknowledge and accept that Airfill enters into these Program Terms, accepts each Order, sets its prices and assigns Verification Tiers relying on this representation, and that if it is or becomes untrue, Airfill may terminate with immediate effect under Section 13.1 and reject or cancel any pending Order, and you shall indemnify Airfill against all losses, costs, damages and liabilities arising from the inaccuracy of this representation, including any claims under applicable law, regulatory action or investigation.
1. Definitions
"Airfill Card" means a prepaid, closed-loop store credit instrument issued by Airfill under these Program Terms, delivered as a digital code, bearing Program Customer Branding, and redeemable exclusively on the Platform for the Redeemable Catalog.
"Bitrefill" means the e-commerce platform operated by Airfill and accessible at www.bitrefill.com or via the Bitrefill app.
"Bitrefill Terms" means the Bitrefill Terms and Conditions available at https://www.bitrefill.com/terms, as amended from time to time.
"Cardholder" means any person who lawfully holds an Airfill Card, whether received from the Program Customer directly, by gift, by employment benefit, or through onward transfer or resale permitted under Section 5.
"Mandatory Redemption Basket" means the baseline set of products, designated by Airfill in its sole discretion and updated from time to time, which forms part of the Redeemable Catalog of every Airfill Card and cannot be removed or restricted by the Program Customer.
"Order" means a binding order placed by the Program Customer on the Platform for the issuance of one or more Airfill Cards.
"Program Customer Branding" means the trademarks, trade names, logos, designs and other brand elements supplied by the Program Customer for display on Airfill Cards and associated delivery interfaces. "Redeemable Catalog" means, for a given Airfill Card, the set of products offered by Airfill and made available for redemption on the Platform against which that Airfill Card may be redeemed, consisting of (i) the products selected by the Program Customer at configuration from the products offered on Bitrefill, plus (ii) the Mandatory Redemption Basket.
"Redemption Terms" means the Airfill Card Redemption Terms available at airfill.com/rewards/terms, which govern the relationship between Airfill and each Cardholder.
"Verification Tier" means the customer due diligence tier assigned to the Program Customer under Section 7.
2. The Program
2.1 Airfill operates the Platform, through which the Program Customer may configure, purchase and manage Airfill Cards and distribute them to Cardholders using the delivery tools made available on the Platform, and through which Cardholders redeem Airfill Cards.
2.2 Airfill is the issuer of the Airfill Cards. The parties proceed on the basis that each Airfill Card represents prepaid credit redeemable exclusively against Airfill, on the Platform, for products sold by Airfill in own name and account; it does not enable purchases anywhere else, is not redeemable in cash, and does not constitute (i) electronic money within the meaning of Article 2(2) of Directive 2009/110/EC (EMD2), as transposed, as it is not accepted by any natural or legal person other than Airfill, (ii) an electronic money token within the meaning of Article 3(1)(7) of Regulation (EU) 2023/1114 (MiCAR), or a crypto-asset within the meaning of Article 3(1)(5) of MiCAR, being neither transferred nor stored using distributed ledger or similar technology, or (iii) a payment instrument, within the meaning of Article 4(14) of Directive (EU) 2015/2366 (PSD2), as Airfill provides no payment service listed in Annex I to PSD2 and is not a payment service provider.
2.3 Nothing in the preceding paragraph shall be read or construed as warranties by Airfill as to regulatory, tax or accounting treatment of the Airfill Card. The Program Customer has made its own independent assessment, with advisers of its choosing, of the legal, regulatory, tax and accounting treatment of the Airfill Cards and of its own purchase, holding, distribution and resale of them in each jurisdiction in which it operates. The Program Customer has not relied on any statement, analysis, characterisation or representation by Airfill, including the characterisations in this Section 2.
2.4 The ordering, configuration and management functions of the Platform are reserved to Program Customers and must not be made available by the Program Customer to third parties. Airfill is entitled to treat any access, instruction, configuration change or Order authenticated with valid credentials as having been given by, and with the authority of, the Program Customer, without further enquiry or verification, including where it is given by an automated system, script or software agent operating on a credential. Every such Order is binding on the Program Customer and payable in accordance with Section 3, and Airfill is under no obligation to cancel, reverse, refund, reissue or replace any Airfill Card issued in consequence, whether or not the credential was used with the Program Customer's knowledge or consent. Airfill may suspend or revoke any Credential, and suspend the Program Customer's Platform access and pending Orders, with immediate effect and without prior notice, where it reasonably suspects compromise or unauthorised use. Airfill shall notify the Program Customer as soon as reasonably practicable and shall not be liable for any loss arising from such suspension. Cardholders access the Platform solely to redeem Airfill Cards, under the Redemption Terms.
3. Orders, issuance and delivery
3.1 The Program Customer may place Orders on the Platform, specifying the number of Airfill Cards, the denomination(s) and currency, and the Redeemable Catalog configuration. Each Order is subject to acceptance by Airfill and to the limits of the Program Customer's Verification Tier.
3.2 Orders are payable in advance by the payment methods made available on the Platform. Airfill Cards are issued and delivered digitally upon receipt of cleared payment. Title to each Airfill Card, and the risk of its loss, theft or unauthorized use, passes to the Program Customer upon delivery of the corresponding code(s).
3.3 Airfill may decline, cancel, suspend, delay or limit fulfillment of any Order, even after payment, in the circumstances and for the reasons set out in the Bitrefill Terms (section "The Gift Card and Top-Up Products"), which apply to Orders mutatis mutandis.
3.4 Issued Airfill Cards are non-refundable, except where an Order fails for technical reasons attributable to Airfill and the corresponding codes were never delivered or activated, in which case Airfill will refund the affected amount using the original payment method or in store credit, at Airfill's election.
4. Card configuration; Mandatory Redemption Basket
4.1 At configuration, the Program Customer may compose the Redeemable Catalog of an Airfill Card by selecting a subset of the products made available for redemption on the Platform by Airfill.
4.2 Notwithstanding any configuration made by the Program Customer, every Airfill Card shall at all times remain redeemable against the Mandatory Redemption Basket. Airfill may substitute products within the Mandatory Redemption Basket at any time without prior notice to the Program Customer.
4.3 An Airfill Card confers a right to redeem against the Redeemable Catalog as it stands at the time of redemption. This means that access to the Redeemable Catalog does not confer any rights in respect of any particular product, brand, merchant or denomination, whether or not that product was available at configuration, at the date of the Order, or at delivery. Selection of products by the Program Customer under Section 4.1 operates only to restrict the scope of the Redeemable Catalog for the relevant Airfill Cards. The products selected by the Program Customer does not constitute a specification of the Airfill Card, does not oblige Airfill to offer or continue to offer any selected product, and gives rise to no warranty, condition or undertaking as to the availability of any selected product at any time, subject to the following paragraph.
4.4 Products within a Redeemable Catalog may become unavailable on the Platform from time to time. Airfill does not warrant the continued availability of any particular product and may substitute with reasonably equivalent products. Unavailability of individual catalog items does not entitle the Program Customer or any Cardholder to a refund, provided the Airfill Card remains redeemable against a Redeemable Catalog comprising products of an equivalent nature and type. The Program Customer shall not represent to any transferee or Cardholder that any particular product, brand or merchant is or will be available for redemption. Section 8.3 applies to any claim arising from such a representation.
5. Ownership, distribution and resale
5.1 Airfill Cards purchased under an Order are the property of the Program Customer. The Program Customer may distribute them free of charge (including to employees, contractors and promotional recipients) or transfer them for consideration, at its discretion, subject to this Section 5.
5.2 This Section 5 constitutes the express authorization referred to in the Bitrefill Terms for the transfer and resale of Airfill Cards.
5.3 In distributing or reselling Airfill Cards, the Program Customer shall: (a) provide, or make conspicuously available to, each recipient the Redemption Terms before or at the time of transfer, and not misrepresent the identity of the issuer, the nature of the instrument, the Redeemable Catalog, or the rules applicable to it; (b) not distribute or resell Airfill Cards to any person or into any territory subject to sanctions issued by the European Union, the United States, or the United Nations, nor into any jurisdiction where the offer or distribution of such instruments is unlawful, and shall maintain a distribution process reasonably designed to prevent such distribution; (c) not distribute or resell Airfill Cards to minors or to persons the Program Customer knows or reasonably suspects intend to use them for unlawful purposes; (d) not repackage, bundle, or combine Airfill Cards with other instruments in a manner that alters the redemption scope communicated to Cardholders, restricts redemption below the Redeemable Catalog configured under Section 4, or otherwise misrepresents the instrument; and (e) comply with all marketing, advertising and disclosure laws applicable to its distribution channels, and not describe the Airfill Card as a payment card, e-money, or a means of payment usable outside the Platform.
5.4 The Program Customer is solely responsible for the pricing, marketing and terms of its own onward distribution or resale, for any obligations it assumes toward its own transferees, and for all taxes arising from its own distribution or resale activity.
6. Price and Breakage Adjustment
6.1 The price of each Order is the aggregate face value of the Airfill Cards ordered, less any upfront discount agreed with Airfill or displayed on the Platform for the applicable Verification Tier and volume, plus any platform or service fees separately identified at checkout. Prices are stated exclusive of any applicable taxes, which shall be borne by the party liable for them under applicable law.
6.2 Breakage Adjustment. The parties acknowledge that a portion of issued Airfill Cards may remain unredeemed at the time they become frozen under the Redemption Terms (such unredeemed frozen value, "Breakage"). The price payable by the Program Customer under Section 6.1 may be retroactively adjusted downward by an amount equal to a percentage of the Breakage attributable to the Airfill Cards purchased by that Program Customer, calculated periodically in arrears (the "Breakage Adjustment"). The Breakage Adjustment is subject to special conditions to be defined during onboarding.
6.3 The Breakage Adjustment shall be settled by crediting the corresponding amount to the Program Customer's account on the Platform as prepaid credit usable exclusively for future Orders. It is not payable in cash and is not transferable.
6.4 The Breakage Adjustment is a reduction of the purchase price of the Airfill Cards originally supplied. It is not consideration for any service, and nothing in these Program Terms obliges the Program Customer to market, promote, distribute or resell Airfill Cards, to achieve any distribution volume, or to perform any activity for the benefit of Airfill.
6.5 Where an Airfill Card is unfrozen and reinstated under the Redemption Terms after a Breakage Adjustment has been credited in respect of it, Airfill may debit the corresponding adjustment from the Program Customer's prepaid credit balance or set it off against future Breakage Adjustments.
7. Customer verification
7.1 Access to the Program is subject to successful completion of Airfill's onboarding and verification process. The information and documentation required, and the purchase limits, features and branding options available, depend on the Program Customer's verification tier, as communicated during onboarding or on the Platform. Airfill may set, adjust and apply tiers and limits at its discretion.
7.2 All limits apply to the equivalent amount in other currencies. Airfill may require re-verification or additional information at any time, and may suspend the Program Customer's account, pending Orders and any prepaid credit until verification is completed or an investigation is concluded. Circumventing or attempting to circumvent verification requirements or purchase limits, including through the use of multiple accounts, is a material breach.
7.3 Use of the Platform is monitored for fraud, abuse and regulatory compliance, and Airfill may report suspicious activity to competent authorities.
8. Intellectual property
8.1 License to Airfill. The Program Customer grants Airfill a non-exclusive, royalty-free, worldwide license, for the duration of the Program relationship and any wind-down period, to reproduce and display the Program Customer Branding solely for the purpose of issuing, delivering, displaying and servicing the Program Customer's Airfill Cards and the associated Platform and redemption interfaces.
8.2 License to the Program Customer. Airfill grants the Program Customer a non-exclusive, non-transferable, revocable, royalty-free license to use the "Airfill" name and logo solely as required to accurately describe the Airfill Card in its distribution materials, in accordance with any brand guidelines Airfill provides. All goodwill arising from such use inures to Airfill. No other license to any Airfill or Bitrefill intellectual property is granted.
8.3 Warranty and indemnity. The Program Customer represents and warrants that it owns or has all rights necessary to license the Program Customer Branding as set out in Section 8.1, and that the use of the Program Customer Branding as contemplated by these Program Terms does not and will not infringe or misappropriate the intellectual property or other rights of any third party or violate any applicable law. The Program Customer shall indemnify, defend and hold harmless Airfill, its affiliates and their officers, directors, employees and agents from and against any third-party claim, and all resulting damages, costs and reasonable attorneys' fees, arising out of (i) the Program Customer Branding or its use as licensed hereunder, (ii) the Program Customer's distribution, marketing or resale of Airfill Cards, or (iii) the Program Customer's breach of these Program Terms.
8.4 Airfill may decline or remove any Program Customer Branding that it reasonably considers unlawful, deceptive, offensive, infringing, or damaging to the Airfill or Bitrefill brands, or that creates a risk of regulatory non-compliance.
8.5 Third-party issuer marks displayed in the Redeemable Catalog identify the origin of the underlying products only; neither party acquires any rights in them, and the Program Customer shall not use them in its own materials except to accurately identify redeemable products, and shall cease any such use upon Airfill's request.
9. Cardholders
9.1 Redemption of Airfill Cards is governed exclusively by the Redemption Terms between Airfill and the Cardholder. The Program Customer is not a party to the Redemption Terms and has no authority to make commitments on Airfill's behalf toward Cardholders.
9.2 The Program Customer shall not make any representation to Cardholders regarding the Airfill Card that is inconsistent with the Redemption Terms, including as to redemption scope, refunds, expiry or freezing, or cash redemption.
9.3 Cardholder support relating to redemption is provided by Airfill through the channels identified in the Redemption Terms. Support relating to the Program Customer's own distribution (including its resale terms, benefits programs or promotions) is the Program Customer's responsibility.
10. Data protection
10.1 Each party is an independent controller of the personal data it processes in connection with the Program. The Program Customer is the controller of personal data relating to its own personnel, transferees and customers in the course of distribution; Airfill is the controller of personal data of Cardholders processed at delivery (where delivery contact details are provided through the Platform) and redemption, and of Program Customer representative data processed for onboarding and verification, in each case as described in the Bitrefill Privacy Policy.
10.2 Where the Program Customer supplies personal data of Cardholders or recipients through the Platform (e.g. delivery email addresses), it warrants that it has a lawful basis to disclose such data to Airfill for the purpose of delivering the Airfill Cards and that it has provided the recipients with the information required under applicable data protection law.
11. Compliance and prohibited uses
11.1 The Program Customer represents on a continuing basis that neither it, nor any of its directors or beneficial owners, is subject to sanctions issued by the European Union, the United States, or the United Nations, and that it is not located, incorporated or resident in a sanctioned territory.
11.2 The Program Customer shall not use the Platform or the Airfill Cards to infringe or circumvent applicable law, including anti-money laundering, counter-terrorist financing, sanctions, consumer protection and tax legislation, and shall not use the Airfill Cards as a means of remuneration disguised to evade employment, social security or tax obligations.
11.3 The abuse prohibitions of the Bitrefill Terms (section "Unlawful use") apply to the Program Customer's use of the Platform mutatis mutandis.
12. Warranties and liability
12.1 The Platform and the Airfill Cards are provided "as is". Airfill does not warrant uninterrupted or error-free operation of the Platform or of Bitrefill, or the continued availability of any product in any Redeemable Catalog.
12.2 Neither party excludes or limits its liability for fraud, willful misconduct, gross negligence, death or personal injury, or any liability that cannot be excluded under applicable law. The Program Customer's indemnity under Section 8.3 and its payment obligations are not subject to the cap below.
12.3 Subject to Section 12.2, neither party is liable to the other for any indirect or consequential loss, loss of profit, loss of business, or loss of anticipated savings, and Airfill's aggregate liability arising out of or in connection with these Program Terms in any 12-month period is limited to the total amounts paid by the Program Customer for Orders in that period.
12.4 Airfill is a reseller of the third-party products in the Redeemable Catalog and the disclaimers of the Bitrefill Terms (section "Disclaimers related to the Product") apply to all such products.
13. Term, suspension and termination
13.1 These Program Terms apply from acceptance and remain in force until terminated. Either party may terminate for convenience on 30 days' written notice. Airfill may suspend the Program Customer's access, or terminate with immediate effect, where the Program Customer materially breaches these Program Terms, where required by law or a competent authority, or where Airfill reasonably suspects fraud, sanctions exposure, money laundering or other financial crime.
13.2 Termination does not affect Airfill Cards already issued and distributed, which remain redeemable in accordance with the Redemption Terms, nor accrued payment obligations. Upon termination, undistributed Airfill Cards held by the Program Customer remain its property and remain redeemable; the Program Customer's Platform access, branding licenses and right to place new Orders cease. Any prepaid credit from Breakage Adjustments that remains unused 12 months after termination is forfeited.
13.3 Sections 5.3, 5.4, 6.5, 8.3, 8.5, 10, 12, 13.2, 13.3 and 15 survive termination.
14. Changes
14.1 Airfill may amend these Program Terms from time to time, without prior notice unless there is a material change. Amendments do not apply retroactively to Orders already accepted. If the Program Customer objects to an amendment, its sole remedy is termination under Section 13.1 before the amendment takes effect; placing a new Order after the effective date constitutes acceptance.
15. General
15.1 Assignment. The Program Customer may not assign or transfer these Program Terms without Airfill's prior written consent. Airfill may assign or novate these Program Terms, in whole or in part, to any member of the Bitrefill Group (as defined in the Bitrefill Terms) upon notice and without the Program Customer's consent, provided the assignee assumes Airfill's obligations hereunder.
15.2 Relationship. The parties are independent contractors. Nothing in these Program Terms creates any agency, partnership, joint venture, fiduciary or employment relationship, and the Program Customer has no authority to bind Airfill. For the avoidance of doubt, the Program Customer does not act as Airfill's distributor, agent or commercial representative, and no commercial agency legislation applies to the relationship.
15.3 Entire agreement; order of precedence. These Program Terms, together with the documents referenced herein, constitute the entire agreement between the parties regarding the Program. In case of conflict: (i) any negotiated written agreement between the parties prevails over these Program Terms; (ii) these Program Terms prevail over the Bitrefill Terms with respect to the Program relationship.
15.4 Severability; waiver; notices. As per the corresponding provisions of the Bitrefill Terms, which apply mutatis mutandis. Notices to Airfill shall be sent to [email protected] and, for postal notices, to the legal notice address above.
15.5 Governing law and jurisdiction. These Program Terms and any dispute arising out of or in connection with them are governed by the laws of Sweden and subject to the exclusive jurisdiction of the courts of Stockholm, Sweden.