The following terms and conditions shall apply.
- Our terms and conditions shall apply exclusively. Any conditions of the customer, which are conflict or deviate from our terms and conditions, shall not be recognized unless expressly agreed to them in writing.
- Terms and conditions may be amended upon approval by the customer, provided the customer considers the change reasonable. The approval of the amendment shall be deemed to be agreed if the customer does not object within two weeks after receipt of the notice of change, which will include a reference to the consequences of objection.
B. Conclusion of Contract
- The customer’s order for services shall be considered as a binding offer that the Company should accept within a week by sending an order confirmation. Previous offers made may be subject to change.
- The Company reserves ownership and copyright for all illustrations, drawings, calculations and other documents, (also see later). This also applies to written documents that are considered as Commercial – Confidential. Before passing them on to third parties the customer needs our explicit written permission.
- For commissioned aerial photography or imagery, data specific performance conditions are agreed with the client in accordance with general safety and CAA Regulations. The client should be aware of the following operational constraints:
- No flights in rain;
- No flights before sunrise or after sunset;
- Flights only up to 40 km/h wind force;
- Visual Line of Sight (VSOL) flights only;
- Maximum altitude of 120m;
- Maximum horizontal distance to Ground Station of 500m;
- Flight time currently a maximum 12 to 15 minutes per battery;
- Over-flights of congested areas require CAA permission (which takes up to 28 days); and
- No overflying of persons.
- Verbal promises by Company representatives or other auxiliary persons require written confirmation.
- If performance periods are specified by the Company and have been made the basis for the award of the contract, such deadlines are extended for the duration of delays in case of strikes, external approval procedures and Acts of God. The same applies if the customer does not fulfill their obligations to cooperate.
- All rights (copyright) remains with the Company, if they are not expressly assigned to the client. The transfer of rights is generally subject to complete payment. The Company may use all works and services, e.g. imagery, after client approval, without restriction for own purposes.
- The client acknowledges and agrees that the delivery of any Services may be dependent upon the Company’s obligations to comply with its Civil Aviation Authority (CAA) permissions to conduct Aerial Work. Furthermore the Hirer acknowledges that:
- Certain shots from specific locations, directions and heights, may not be possible on the day for various operational reasons. In such cases, the hirer agrees to grant the Company full creative license to provide the best possible alternative shot(s). The hirer agrees that these will be deemed to fulfill the obligations of the Company;
- The client agrees that the Company shall charge for all equipment, crew and additional costs even if aerial operations are not possible due to unforeseen circumstances, such as weather or other conditions beyond the control of the UAV Operator;
- The Client agrees that the UAV Operator has full and final decision-making powers at all times whilst the aircraft is operational; and
- The Client hereby acknowledges the flight and operational restrictions set out in Clause C.1 and that the Company cannot be held liable for any delay in the provision of the Services as a result of delays or change caused by such restrictions.
Unless agreed otherwise, fees are payable with order with an advance payment of 20% and due strictly net. Fee invoices are immediately due upon delivery of the imagery data and payable in full. Expenses such as vendor invoices, travel expenses, etc. are stated with the fee invoice and also payable upon receipt and without deduction. When an order is cancelled by the client, a cancellation fee is due staged as below:
- Up to 7 days before planned flight date, 30% net of fees.
- Up to 3 days before planned flight date, 50% net of fees.
- Up to 48 hours before planned flight date, 70% net of fees.
- Up to 24 hours before planned flight date, 100% net of fees.
E. Liability for Damages
1. Our liability for breaches of contract duties and in tort is limited to intent and gross negligence. This does not apply to injury to life, limb or health; the Company holds public liability insurance of up to £5 million.
2. So far as liability for damages against the Company is excluded or limited, this also applies to the personal liability of our employees, servants, employees, representatives and agents.
F. Retention of Title
1. In contracts with clients, the Company retains ownership of the purchased imagery until full payment of the purchase price. At that point transfer of full imagery rights shall automatically occur.
G. Final Provisions
1. For this contract the law of the United Kingdom of Great Britain and Northern Ireland is valid. The application of the United Nations Convention on Contracts for the International Sale of Goods is excluded.
2. Unless this contract states otherwise, the location of performance and payment is our registered office. The statutory provisions on the jurisdiction remain unaffected, as far as the special regulation of cypher 3 does not state otherwise.
3. The exclusive jurisdiction for contracts with merchants, legal persons under public law or public special assets shall be either the Small Claims Court or the High Court. English Law shall apply.