1. Introduction
1.1 The terms contained on this page (Trading Terms) apply to all transactions for the purchase of products and services (each a “Service” or, two or more, the “Services”) from the Site or as a result of contact with DroneWorks (the “Business”).
By ordering any Services from the Business you are indicating your acceptance to be bound by these Trading Terms.
They form a legal agreement between you and us and can only be amended with our consent.
1.2 We reserve the right to change these Trading Terms from time to time without prior notice to you, provided that any such change will not affect any purchases you have made before the change is implemented.
You can print a copy of these Trading Terms for your records, by selecting the print option from the “File” menu of your browser.
2. Order Acceptance
2.1 DroneWorks reserves the right at any time to accept or refuse service and sales for any reason.
DroneWorks reserves the right to require additional verifications or information from the purchaser before accepting any order or providing services.
You agree that the receipt by DroneWorks of an electronic or printed message or an order form does not indicate acceptance of the purchaser’s order, neither does it constitute confirmation of DroneWorks's offer to sell.
2.2 The Client acknowledges and agrees that title and ownership of all ordered products shall remain with DroneWorks until the full purchase price for the same has been satisfied to DroneWorks.
DroneWorks reserves the right to require additional verifications or information from the purchaser before accepting any order or providing services.
You agree that the receipt by DroneWorks of an electronic or printed message or an order form does not indicate acceptance of the purchaser’s order, neither does it constitute confirmation of DroneWorks's offer to sell.
3. Quotations
3.1 Written quotations are valid for 28 days and will be supplied for all work on receipt of a clear and accurate written brief from the Client.
Written briefs are required to ensure photographic objectives are well defined for both the Client and DroneWorks and to avoid errors.
The brief may need to include, but is not limited to, full postal address with postcode, maps, site plans with boundaries and the North compass bearing clearly marked, Ordnance Survey Grid references (6-figure), What3Words reference and any other material required to accurately identify the site from the air.
3.2 The UAV Operator may request changes to the written brief if it is determined that any flight operation could impair the operational safety of the equipment, persons, property or violate any laws.
3.3 The quotation and fee will be inclusive of all preparatory work, provision of any written documentation (eg. Method Statements and Risk Assessment where required)
or permission required (e.g. by the Civil Aviation Authority, Air Traffic Control, Police and relevant landowners),
travel and accommodation (where necessary) and post-production processing work (not normally included) and digital delivery of images.
3.4 The fee quoted will reflect the proposed uses of the images and data, as stated by the Client, for which Full Personal Reproduction Rights will be granted.
A series of assignments is treated as a set of individual contracts.
Additional Reproduction Rights may be negotiated at a future date.
3.5 All costs quoted are exclusive of VAT, which will be added to the quotation and invoice.
4. Payment Terms
4.1 Securing a service / booking:
To secure a booking one of the following:
- Full payment
- Purchase order for the quoted amount
- Deposit
4.2 Standard Terms of payment are Full payment (including VAT) is due on delivery of media / data, requested via Invoice.
4.3 DroneWorks reserve the right to prevent any output of commissioned material until full payment has been received.
If this is not possible due to time restraints, DroneWorks will require an agreed date of payment in writing, usually by Purchase Order.
Until this is received, no media / data shall be distributed.
5. Work Site
5.1 Often it is necessary to perform a pre-site assessment of a location prior to completing detailed planning.
5.2 If a site survey is required prior to the quotation, the cost will be agreed and invoiced in advance.
The Client must confirm in writing that it has permission to access the ground that will be used to take off and land.
By ordering any Services from the Business you are indicating your acceptance to be bound by these Trading Terms.
5.3 We require the permission of the landowner for take off and landing of UAV.
5.4 We cannot fly directly over people, roads & buildings which are not under the control of the crew and / or safety personnel, unless safety distances are maintained and the scenario is fully risk assessed.
5.5 Certain restrictions may apply to certain areas of operation and additional permissions to fly may need to be sought from the CAA, Police and other authorities.
5.6 If we are to be flying near an airport or airfield, within a Flight Restriction Zone (FRZ) we will need to contact local Air Traffic Control to request permission to operate at a certain height on a specified date and time.
5.7 Where a single site contains multiple subjects for inspection, each subject will be planned separately.
Each subject will be reflected in the quotation / invoice accordingly.
6. Cancellation & Refunds
6.1 If DroneWorks cannot fly due to adverse weather conditions or mechanical failure, and the assignment cannot be rescheduled, DroneWorks will refund all advance monies paid for from the time the cancellation occurs.
Costs incurred prior such site visits and meetings are excluded and remain due for payment.
6.2 If DroneWorks cannot fly due to reasons that only become evident once on site or for reasons that DroneWorks was not advised of beforehand then the full cost will remain due for payment.
DroneWorks may, at its sole discretion, offer a discount on a re-assignment should one be scheduled.
6.3 Notice of cancellation by the Client must be received in writing by DroneWorks and the Notice is not valid until confirmed in writing by DroneWorks.
Cancellation fees are payable according to the following schedule:
6.3.1 Prior to any or all payment being paid – Nil.
6.3.2 Following payment and more than 2 (two) days notice – 50% of the agreed fee less any payment already made.
6.3.3 Following payment and 2 (two) days or less notice – 100% of the agreed fee less any payment already made.
6.4 Notwithstanding the above schedule, if any costs have been incurred by DroneWorks following written instruction from the Client (for example, but not limited to an agreed Site Survey cost) these costs will remain due for payment in full.
7. Commissioned Material
7.1 Still photographic material will be supplied as unedited images.
Video material will normally be supplied as unedited rushes.
Unless otherwise agreed and quoted, little to no editing will have been done by DroneWorks when the imagery is supplied.
7.2 Digital manipulation and general editing of images and videos is available at an additional cost, when feasible.
8. Legal Reproduction Rights & Copyright
8.1 DroneWorks assigns to the Client all Intellectual Property Rights in any images, documents or other items created by DroneWorks in the carrying out of the services.
8.2 DroneWorks warrants that the Client’s exercise of any such Intellectual Property Rights in respect of the images, documents or other items shall not infringe the rights of any third parties and DroneWorks shall indemnify the Client in respect of any claims, damages, losses or expenses suffered by the Client as a result of the Client’s exercise of such Intellectual Property Rights.
8.3 For the purposes of this agreement, ‘Intellectual Property Rights’ means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
9. Limitation of Liability, Weather and Other Constraints
9.1 As with any outdoor location, a successful outcome depends upon suitable weather conditions.
A decision complete the assignment on a particular day is normally delayed to the last practical moment to maximise the chance of suitable weather.
Should the weather on the day not be as forecast and the assignment needs to be postponed, or there is some other reasonably unpredictable reason why the work could not be completed , then:
there will be no additional charge to the Client for a return visit to complete the work
OR the Client can request a full refund of monies paid to DroneWorks in respect of the cancelled time.
No refund will be made for any chargeable preparation work already carried out. See clause 6. Cancellation & Refunds.
9.2 Whilst the UAVs have build-in self-stabilising measures, they are flying platforms and subject to movement by the wind and will tilt whilst being held against the wind.
This may impact on the image quality, steadiness and the angle of the picture(s).
DroneWorks will endeavour to obtain the best quality pictures for the conditions.
However, the images and video are not guaranteed to be steady and of broadcast standards (for instance).
9.3 The UAV Operator reserves the right to cancel / reschedule a flight due to safety concerns, arrising from, but not limited to poor weather, visibility or high wind speed.
9.4 If the work could not be completed due to Client reasons (e.g, but not limited to, lack of access or unscheduled site activity etc), the Client may be charged to recover costs and time.
9.5 DroneWorks will always endeavour to complete its assignments by proposed completion dates.
However, due to weather and other operational constraints, DroneWorks cannot guarantee completion on or by any specific date.
It, therefore, cannot be held responsible for any missed publishing or other deadlines or any consequential costs involving the timing of the commission.
9.6 The completion of work may be subject to alteration or cancellation due to cause or causes beyond the Business' control.
Certain requested shots from specific locations, directions and heights, quoted to be undertaken, may not be possible on the day for various operational reasons.
In this case, the best possible alternative shot(s) will be supplied and these will be deemed to fulfil the contract.
9.7 Battery limitations mean that each flight will last a maximum of approximately 28 minutes, depending on the UAV used for the assignment.
After this time, the UAV must descend for a battery change.
9.8 In exceptional circumstances, DroneWorks may not be able to completely fulfil or complete a contract at all.
In these cases, it will refund part or all of any deposit received and not accept any other liability.
In any event, the liability of DroneWorks will be limited to the total value of the contract with no liability accepted for indirect and/or consequential loss.
9.9 DroneWorks does not accept liability for errors resulting from incomplete or inaccurate instructions from the Client’s written brief, nor for delays or restrictions caused by Air Traffic Control, CAA or the Police or similar bodies.
9.10 Whilst back-up copies of images are often kept, DroneWorks accepts no responsibility nor liability for maintaining archive copies of photographic material or data after the work has been delivered to and accepted by the Client.
9.11 DroneWorks has all necessary insurances, including Public Liability Insurance, with an indemnity of up to 1 million GBP.
9.12 DroneWorks does not accept liability for errors resulting from incomplete or inaccurate instructions from the Client’s written brief, nor for delays or restrictions caused by third parties.
9.13 The liability of DroneWorks arising under or in connection with this appointment shall be limited to £[1,000,000 for each claim arising out of the same originating cause or source]. This limit shall apply howsoever that liability arises including a liability arising by breach of contract, arising by tort (including the tort of negligence) or arising by breach of statutory duty. Provided that this Paragraph shall not exclude or limit DroneWorks’ liability for:
a) death, personal injury or damage to property caused by its negligence; or
b) fraud or fraudulent misrepresentation
10. General
10.1 No failure or delay on the part of DroneWorks to exercise its rights under the contract shall operate as a waiver thereof
nor shall any single nor partial exercise of any such right exclude any other or further exercise thereof.
Any waiver of a breach of any provision of the contract shall not affect DroneWorks's rights in the event of any further or additional breach or breaches.
10.2 Notwithstanding termination of the contract these Conditions shall continue in full force and effect for so long as is necessary after such termination to give full effect to the provisions contained in these Conditions.
10.3 The contract shall be construed in accordance with UK law which shall be the proper law of the contract and the UK Court shall have sole jurisdiction in relation to the provisions contained in these Conditions.
10.4 The clause headings in these Conditions are for convenience only and shall not affect the interpretation hereof in any way whatever.
10.5 Each and every obligation contained in the clause or sub-clause of these Conditions shall be treated as a separate obligation and shall be severally enforceable as such and the non-enforceability at any time of the clause or sub-clause of these Conditions shall not prejudice the enforceability of the remainder.
10.6 These Conditions are stipulated by DroneWorks on it's own behalf and on behalf of all it's employees and agents and apply for the protection of all its employees and agents as for DroneWorks.
The Client undertakes not to sue or make any claim whatever against any employee or agent of DroneWorks in respect of any alleged negligence or other default of that employee or agent in relation to the carrying out, failure to carry out or breach of any contract.
10.7 The Client acknowledges and agrees by placing orders with DroneWorks that:
10.7.1 This is a transaction into which both parties are freely entering.
10.7.2 There are clauses contained in these Conditions which exclude, limit or modify the liability of DroneWorks and it's employees and agents.
10.8 All pilots operating for DroneWorks have attended an accredited course with NQE (National Qualified Entity) status from the CAA (Civil Aviation Authority) facilitating operators and companies the ability to obtain a Permission For Commercial Operations (PfCO).
10.9 Commercial operations with a small unmanned aircraft (SUA / UAV / Drone) and operations within a congested area are bound by the DroneWorks Operations Manual which details how flights will be conducted, in accordance with CAA permissions.
10.10 The Client acknowledges that they have read this Agreement and both understands and agrees with DroneWorks regarding all of the Terms and Conditions.
11. Confidentiality
11.1 All enquiries will be dealt with in complete confidence.
11.2 If required, involved members of staff will sign a non-disclosure agreement (NDA) prior to details of the project being shared.
11.3 If an NDA is required, the Client should make this known at eh earliest available opportunity.
12. Company Information
DroneWorks is a trading name of IM Tec Solutions Ltd.
IM Tec Solutions Ltd. is a registered company in the United Kingdom.
Company number 10008685
VAT number 233 138 631
Registered office address at Unit 1 Crooklands Mill, Langley Lane, Preston, Lancashire, PR4 0FY.
13. Acceptance of Terms
The Client acknowledges that they have read this Agreement and both understands and agrees with DroneWorks regarding all of the Terms and Conditions.
You can print a copy of these Trading Terms for your records by selecting the print option from the “File” menu of your browser.