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Terms and Conditions - Aerial Video and Photography Services

Please read these Terms carefully before purchasing.

By purchasing, you are confirming your agreement to be bound by these Terms.

Kittyhawk Drones Partnership number is OC402006

Its registered office is Pound Court, Pound Street,Newbury, Berks, RG14 6AA

1.  PERFORMANCE OF THE SERVICES

1.1 KITTYHAWK DRONES will perform the Services as contractor for the Client in accordance with the Client’s brief as agreed under clause 2 and all applicable laws.

1.2 KITTYHAWK DRONES will provide the Client with the Deliverables specified in the Particulars and Client’s brief as agreed under clause 2.

2.  CLIENT BRIEF

2.1 The Client will provide KITTYHAWK DRONES with a brief detailing the Services and Deliverables required as well as any other information, including but not limited to details of precise location, site access, property position, landowner, and contact details.

2.2 The Client will provide the brief to KITTYHAWK DRONES as soon as possible and no less than 1 week prior to the Date(s) for Services.

2.3 KITTYHAWK DRONES relies on the Client to provide accurate and complete information. Any failure to provide accurate and complete information affecting the delivery of Services by KITTYHAWK DRONES may result in a charge being made by KITTYHAWK DRONES to cover time, associated travel costs and any other costs reasonably incurred by KITTYHAWK DRONES such costs not exceeding the Fee.

2.4 The Client acknowledges KITTYHAWK DRONES may require changes to the brief where these are necessary to enable KITTYHAWK DRONES to provide the Services in accordance with the terms of its Permission for Commercial Operations (PfCO) issued by the Civil Aviation Authority (CAA) and/or in accordance with relevant laws, such as workplace health and safety. The Client agrees to accommodate these changes.

2.5 Where the Services are to be provided on a building or premises not owned or controlled by KITTYHAWK DRONES, the Client will provide KITTYHAWK DRONES with an orientation to the site and procedures relevant to the Services and Deliverables prior to the Date(s) for Services. 2.6 Where the Services are to be provided on land or premises not owned or controlled by KITTYHAWK DRONES, the Client will provide KITTYHAWK DRONES with the contact details of the landowner not less than 1 week before the agreed Date(s) for Services.

2.6.1 If permission to operate from the required site cannot be obtained in advance from the landowner by KITTYHAWK DRONES then KITTYHAWK DRONES will not be held liable for any delay or cancellation.

3.  ADDITIONAL APPROVALS

3.1 Where additional approvals or exemptions are required in advance, KITTYHAWK DRONES will prepare and submit the application to the relevant authorities as soon as possible once the Client brief has been agreed.  Such approvals include, but are not limited to, NSF/ENSF approval from NATS or one-off exemptions to the conditions of KITTYHAWK DRONES’ PfCO.

3.2 KITTYHAWK DRONES will inform the Client of a requirement for additional approval as soon as possible, including an estimate of the lead-time required to gain such approval. The Client understands that operations cannot proceed until such approvals have been granted.

3.3 The Client agrees to allow sufficient lead times for any additional approval process and KITTYHAWK DRONES cannot be held responsible for a delay caused by this process.

3.4 KITTYHAWK DRONES will request details necessary to obtain such approvals from the Client and the Client must provide these to KITTYHAWK DRONES as soon as possible. KITTYHAWK DRONES relies on the accuracy of any information provided by or on behalf of the Client and cannot be held responsible for consequences of the Client providing inaccurate or incomplete information.

 

4.  OTHER PERMISSIONS

4.1 The Client is responsible for obtaining any other permissions/approvals necessary to enable KITTYHAWK DRONES to provide the Services and provide the Deliverables under this agreement.

4.2 Where the Client fails to obtain the permission, it will be liable for cancellation fees as set out below.

5.  MODEL AND PROPERTY RELEASE FORMS

5.1 Unless specifically agreed in writing prior to the commencement of photography and cinematography services under this agreement, KITTYHAWK DRONES will provide the Deliverables without obtaining model or property release forms.

5.2 It is solely the responsibility of the Client to obtain such permissions and to make the legal and moral decision whether to publish photographs which contain images of individuals where model release forms have not been obtained.

5.3 KITTYHAWK DRONES accepts no liability in circumstances where supplied images are used by the Client without such a release and subsequent action is taken by individuals or companies against the Client. Should the Client require such permissions, KITTYHAWK DRONES should be informed in writing prior to the Date(s) for Services.

5.4 In addition, KITTYHAWK DRONES accepts no responsibility where images of trademarks/company logos are used by the Client to support other non-associated works.

6.  DELIVERY DATE

6.1 All Deliverables will be delivered in the format agreed at the time of ordering by the Delivery Date specified in the Particulars, except where otherwise agreed.

6.2 The Delivery Date is subject to variation reasonably required to accommodate any changes to the Deliverables agreed between the parties.

7.  CONFIDENTIALITY AND INTELLECTUAL PROPERTY RIGHTS

 7.1 Subject to clause 7.2, KITTYHAWK DRONES and the Client will protect the confidentiality of all information provided to each other under this agreement.

7.2 KITTYHAWK DRONES may disclose information to its contractors for the purposes of performing the Services under this agreement.

7.3 Neither party will disclose any information provided to it by the other party unless the information is in the public domain or required to be provided by law.

7.4 Title to all Deliverables will pass to the Client on receipt of full and final payment of the Fee

(and any other amounts payable to KITTYHAWK DRONES under this agreement) plus VAT by KITTYHAWK DRONES.

7.5 Unless otherwise agreed to in writing by the parties, all Intellectual Property Rights in or associated with the Deliverables and the Services will belong to and vest in, and are assigned to the Client on receipt of full and final payment of the Fee (and any other amounts payable to KITTYHAWK DRONES under this agreement) plus VAT by KITTYHAWK DRONES.

7.6 The Client hereby grants an irrevocable, royalty free licence to KITTYHAWK DRONES and its nominees to use the Deliverables for the purposes of promoting KITTYHAWK DRONES’ business subject to any restrictions specified in the Particulars.

7.7 This clause will continue to apply after termination or expiry of this agreement without limit in point of time, but will cease to apply to confidential information which has come into the public domain otherwise than by a breach of this clause.

8.  PAYMENT OF FEES AND EXPENSES

8.1 The Fee for the Services and Deliverables by KITTYHAWK DRONES is set out in the Particulars.

8.2 The Fee is subject to variation to the brief requested by the Client and agreed to by KITTYHAWK DRONES.

8.3 Except where expressly stated, fees are inclusive of expenses such as travel.

8.4 All prices quoted by KITTYHAWK DRONES are exclusive of VAT.

9.  PAYMENT TERMS

9.1 Except where otherwise agreed, the Client will pay the Fee to KITTYHAWK DRONES via electronic funds transfer as specified in the Particulars:

9.2 50% of the Fee plus VAT is to be paid no less than 2 business days prior to the first day of the

Services with the remaining balance of the Fee plus VAT payable within 30 days of presentation of KITTYHAWK DRONES’ invoice which will be issued on provision of Deliverables, unless otherwise agreed.

9.3 All other payments, fees and charges payable by the Client to KITTYHAWK DRONES under this agreement will be payable to KITTYHAWK DRONES on demand.

9.4 If the Client fails to pay an amount due under this agreement for more than 3 days after the due date, the Client must pay interest on the amount overdue:

9.4.1. Kittyhawk Drones reserves the right to charge late payment interest on any overdue amounts, at a rate of 6% a year above the base lending rate of the Bank of England from time to time. The interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with the overdue amount.

9.4.2 Kittyhawk Drones reserves the right to recover any reasonable debt collection costs in connection with these Terms.

10.  VAT

10.1 The Client is liable for payment of all taxes payable in connection with the supply of the

Deliverables/Services. Except where this agreement states otherwise, each amount payable by the Client in respect of a taxable supply by KITTYHAWK DRONES is expressed as a VAT-exclusive amount and the Client must, in addition to that amount and at the same time, pay KITTYHAWK DRONES the VAT payable in respect of the supply.

11.  WORKPLACE HEALTH AND SAFETY

11.1 The Client will provide and maintain, so far as is practicable, an environment for KITTYHAWK DRONES, its employees and members of the public that is safe and without risks to health.

11.2 The Client must itself, and must ensure that any of its contractors, at all times identify and take all necessary precautions for the health and safety of all persons, including KITTYHAWK DRONES’ employees and contractors.

11.3 The Client must comply with any Acts, regulations, by-laws, codes of practice and UK Standards that are in any way applicable to workplace health and safety and the provision of any services in relation to the Services.

12.  INDEMNITY AND LIMITATION OF LIABILITY

12.1 The Client must indemnify, keep indemnified and hold harmless KITTYHAWK DRONES for all loss, damage (direct or indirect), liability or injury caused or contributed to either directly or indirectly by the Client or any person the Client is responsible for (including personnel and subcontractors).

12.2 The Client must indemnify, keep indemnified and hold harmless KITTYHAWK DRONES from and against all claims, damages, loss and expenses arising out of or in connection with the Client’s breach of this agreement or any negligence, reckless or wilful act or omission by the Client or any person the Client is responsible for.

12.3 KITTYHAWK DRONES will not be liable for any misrepresentation that may occur as a result of any editing or manipulation of images carried out by KITTYHAWK DRONES in accordance with this agreement.

12.4 KITTYHAWK DRONES’ liability to the Client is limited to the value of the agreed Fee.

12.5 Neither party will be liable for consequential, special, indirect, exemplary or punitive liabilities in relation to a breach of this agreement or event, fact, matter or circumstance.

13.  WEATHER CONDITIONS

13.1 The Client acknowledges that KITTYHAWK DRONES may be unable to provide the Services and operate its UAS in certain weather conditions.

13.2 KITTYHAWK DRONES will provide the Client with a go/no go decision the day before the planned operation based on the forecast weather conditions.  However, the final decision to fly on the day of the operation is subject to clause 13.3 below.

13.3 KITTYHAWK DRONES will be unable to provide the Services on the Date(s) for Services if: 13.3.1 KITTYHAWK DRONES’ Pilot in Command deems that it is unsafe to fly due to prevailing weather conditions; or

13.3.2 the Client or its representatives directs KITTYHAWK DRONES that the weather conditions are not suitable for the Deliverables.  In this case, the postponement of the operation will be subject to clause 15.7 below.

13.3.3 In all cases the final decision to fly rests with the Pilot in Command.

13.4 If the planned operation has to be postponed due to weather KITTYHAWK DRONES will endeavour to arrange to provide the Services as soon as possible after the agreed Date(s) for Services where possible.

13.5 Should work be interrupted by a change in weather conditions, KITTYHAWK DRONES will arrange a further site visit to carry out the Services where possible.

13.6 The Client will be liable for any costs incurred by KITTYHAWK DRONES and its contractors as a result of re-scheduling the Services.

13.7 Where it is not possible to re-schedule the Services due to the Client’s requirements, normal cancellation rates (see clause 15) will apply.

13.8 KITTYHAWK DRONES is not responsible for delay or failure to provide the Services due to the prevailing weather conditions and cannot be held liable where this results in loss or damage to the Client.

14.  FORCE MAJEURE

14.1 Neither party shall be liable for any delay or failure to perform its obligations pursuant to this agreement if such delay or failure is due to force majeure. If a delay or failure is anticipated due to force majeure, the performance of a party’s obligations will be suspended.

15.  CANCELLATION, TERMINATION & POSTPONEMENT

15.1 The Client may cancel the Services prior to the Date(s) for Services at any time by giving written notice to KITTYHAWK DRONES.

15.2 The Client agrees to provide KITTYHAWK DRONES with as much notice as reasonably practicable.

15.3 The Client will be liable for the following to be paid in full within 30 days of presentation of KITTYHAWK DRONES’ invoice:

15.3.1 where the Client cancels the Services within 48 hours of the Date(s) for Services – 100% of agreed price plus VAT;

15.3.2 where the Client cancels the Services between 48-96 hours of the Date(s) for Services – 50% of agreed price plus VAT; or

15.3.3 where the Client cancels the Services more than 5 days prior to the Date(s) for Services – 20% of agreed price plus VAT.

15.4 All other amounts due to KITTYHAWK DRONES under this agreement plus VAT will be payable within 30 days of presentation of KITTYHAWK DRONES’ invoice unless otherwise agreed.

15.5 Any other monies and VAT paid by the Client in advance will be refunded by KITTYHAWK DRONES to the Client within 30 days.

15.6 KITTYHAWK DRONES may terminate the contract by giving reasonable notice in writing to the

Client if:

15.6.1 the Client directs KITTYHAWK DRONES to provide the Services in a manner contrary to the conditions of KITTYHAWK DRONES’ PfCO, the Air Navigation Order and any other applicable laws; 15.6.2 the Client directs KITTYHAWK DRONES to provide the Services in a way that creates an unreasonable risk to the health and safety of KITTYHAWK DRONES personnel and its contractors or KITTYHAWK DRONES equipment; or

15.6.3 the Client otherwise places unreasonable demands on KITTYHAWK DRONES in the delivery of the Services.

15.6.4 The Client will be liable for any costs incurred by KITTYHAWK DRONES prior to cancellation under clause 15.6 such amount not exceeding 50% of the Fee plus VAT.

15.7 In certain circumstances the Client may have to postpone the services. KITTYHAWK DRONES will endeavour to rearrange at the Client’s behest.  KITTYHAWK DRONES reserves the right to charge a postponement fee in such cases.

15.8 KITTYHAWK DRONES will always aim to satisfy the Client’s requirements and timescales.

However, in exceptional circumstances (such as sickness or circumstances outside our control) KITTYHAWK DRONES reserve the right to cancel or postpone the delivery of previously agreed services at short notice.  The rationale for this will be fully communicated with the client immediately, and an alternative time for the provision of services will be provided. If this situation occurs, KITTYHAWK DRONES will not be held liable for any costs incurred by the Client or any loss incurred by the Client due to the non-delivery of services by KITTYHAWK DRONES.

16.  PUBLIC LIABILITY INSURANCE

16.1 KITTYHAWK DRONES holds public liability insurance for UAS operations to a minimum value of £1000000 in accordance with EC785/2004. A copy of this insurance policy is available to the Client upon request.

17.  WARRANTIES BY KITTYHAWK DRONES

17.1 KITTYHAWK DRONES warrants that:

17.1.1 it holds a valid CAA PfCO authorising the use of UAS required to carry out the Services under this agreement; and

17.1.2 Its pilots are trained and qualified to operate UAS equipment and are authorised to do so under KITTYHAWK DRONES’ PfCO and insurance.

18.  MISCELLANEOUS

18.1 This agreement is subject to any special conditions in the Particulars. If there is an inconsistency between a special condition and another provision of this agreement, the special condition prevails.

18.2 This agreement will be read subject to any applicable laws and regulations.

18.3 All prior representations, warranties, arrangements, understandings and agreements concerning the subject matter of this agreement are superseded.

18.4 Any variations or assignments by the Client to this agreement will not be enforceable unless they are made in writing, prior to the variation or assignment and signed by both parties.

KITTYHAWK DRONES may assign its rights by written notice to the Client.

18.5 KITTYHAWK DRONES may delegate and/or assign all or any of its rights or obligations under this agreement to a third party.

18.6 This agreement is governed by and interpreted in accordance within U.K. laws.

18.7 A waiver by KITTYHAWK DRONES in respect of any breach of a condition or provision of this agreement shall not be deemed to be a waiver in respect of any other or any subsequent breach.

DEFINITIONS

19.1 “CAA” means the Civil Aviation Authority.

19.2 “Date(s) for Services” means the agreed date(s) for KITTYHAWK DRONES to provide the Services set out in the Particulars.

19.3 “Deliverables” means any tangible results of the Services produced or generated by KITTYHAWK DRONES including photographs, negatives, prints and literary works produced or generated by the KITTYHAWK DRONES in the course of providing the Services.

19.4 “Delivery Date” means the agreed date for KITTYHAWK DRONES to provide the Deliverables to the Client set out in the Particulars.

19.5 “Fee” means the fee for the Services and Deliverables set out in the Particulars.

19.6 “VAT” means the goods and services tax levied under the Value Added Tax regime or any other goods and services tax, consumption tax or tax of similar effect levied from time to time. 19.7 “Intellectual Property Rights” includes all copyright and neighbouring rights including all rights in relation to inventions (including patent rights), registered and unregistered trademarks and registered designs.

19.8 “Services” means all services to be performed by KITTYHAWK DRONES under this agreement.

19.9 “PfCO” means Permission for Commercial Operations.

19.10 “UAS” means Unmanned Aerial System.

 

These Terms, and any other matters arising out of or in relation to these Terms, are governed by and construed in accordance with the laws of England and Wales. You agree to submit to the exclusive jurisdiction of the English courts to settle any disputes which may arise out of or in connection with these Terms.

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