Drone AG Limited
TERMS AND CONDITIONS FOR SUPPLY OF GOODS AND SERVICES
- The definitions and rules of interpretation in this clause apply in this agreement.
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
CAA: means the Civil Aviation Authority.
Client’s Specification: the Client’s specification for bespoke build Product(s) that is agreed in writing by the Client and the Supplier set out in Schedule 2 (where applicable).
Commercial Operations: has the meaning set out in article 7 of the Air Navigation Order 2016 No 765 (SI) which is any operation of an aircraft (other than for public transport) which is available to the public or which, when not made available to the public, is performed under a contract between an operator and a customer, where the latter has no control over the operator in return for remuneration or other valuable consideration.
Delivery: completion of delivery of an Order in accordance with clause 5.3 or clause 5.6.1.
Delivery Date: the date specified for delivery of an Order in accordance with clause 3.2.
Delivery Location: the location specified for collection of an Order in accordance with clause 5.1.
Deliverables: all Documents, products and materials developed by the Supplier or its agents, sub-contractors, consultants and employees in relation to the Services in any form, including computer programs, data, reports and specifications (including drafts).
Documents: includes, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information relating to the Products in any form and all training materials.
Independent Expert: as described in clause 10.
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
month: a calendar month.
Order: an order for Products and/or Services submitted by the Client in accordance with clause 3.
Order Number: the invoice number issued by the Supplier in accordance with clause 3.3.
PFCO: means Permission for Commercial Operations granted by the CAA.
Product Price: the price of the Products as determined in accordance with Schedule 1.
Products: the products set out in Schedule 1 and, where the context requires, the Products ordered by and supplied to the Client.
Replacement Service: as described in clause 6.
Return & Refund Service: as described in clause 6.
Services: the training services set out in Schedule 3 and the support services set out in Schedule 5 and, where the context requires, the Services ordered by and supplied to the Client.
Services Prices: the price of the Services as determined in accordance with Schedules 3 and 4.
Standard Support Hours: the hours between 0900 and 1700 on Business Days when the Supplier provides the Services detailed in Schedule 5.
Supplier’s Specification: the Supplier’s specification of the Products set out in Schedule 2 (where applicable).
VAT: value added tax chargeable under English law for the time being and any similar additional tax.
Warranty Repair Service: as described in clause 6.
year: a calendar year.
- Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.
- A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
- The schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the schedules.
- Words in the singular shall include the plural and vice versa.
- A reference to writing or written includes faxes but not e-mail.
- Where the words include(s), including or in particular are used in this agreement, they are deemed to have the words without limitation following them. Where the context permits, the words other and otherwise are illustrative and shall not limit the sense of the words preceding them.
- Any obligation in this agreement on a person not to do something includes an obligation not to agree, allow, permit or acquiesce in that thing being done.
- References to clauses and schedules are to the clauses and schedules of this agreement.
- SUPPLY AND USE OF THE PRODUCTS AND SERVICES
- During the Term, the Supplier shall supply and the Client shall purchase Product(s) and Services in accordance with the terms and conditions of this agreement.
- Unless otherwise agreed between the parties in writing Products are intended for a non-military use only.
- The Client shall be responsible for paying any tax and/or customs and duties and paying for and obtaining all necessary import/export regulation documentation or certificates, including but not limited to (i) the US Export Administration Regulations (EAR); (ii) the US International Traffic in Arms Regulations (ITAR); (iii) international non-proliferation regimes, including (without limitation) the Chemical Weapons Convention, the Australia Group and the Wassenaar Arrangement; (iv) sanctions and embargoes imposed by the US Department of Treasury and/or the UK Government; (v) EC Regulation No. 428/2009; (vi) the UK Export Control Act 2002 and Export Control Order 2008; (vii) US and UK import laws; and (viii) any equivalent laws anywhere in the world (Import/Export Legislation).
- The Client shall ensure that the Products will not be exported, sold, diverted, transferred or otherwise disposed of in violation of the Import/Export Legislation, either in their original form or after being incorporated into other items.
- The Client shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Supplier arising out of or in connection with any claim made against the Supplier for the Client’s actual or alleged breach of the Import/Export Legislation. This clause 2.5 shall survive termination of this agreement.
- These Terms and Conditions apply to the agreement to the exclusion of any other terms that the Client seeks to impose or incorporate or which are implied by trade, custom, practice or course of dealing.
- All online training courses and content are subject to full copyright of Drone AG Limited. No content to be shared without express, written permission from Drone AG Limited.
- Additionally, all course licenses are sold for the individual use of one person. Multiple licenses must be purchased for each person. Please ask about multi buy discounts.
- No Order shall be deemed to be accepted by the Supplier until it issues an invoice to the Client or (if earlier) the Supplier notifies the Client that the Order is ready for collection. The agreement between the parties will only be formed at that point.
- Each Order shall:
- be given in writing or, if given orally, shall be confirmed in writing within two Business Days;
- specify the type and quantity of Products and/or Services ordered;
- specify the Client’s proposed end-use of the Products; and
- unless the parties agree that the Client may specify the date after placing the Order, specify the date by which the Order is to be ready for collection (Delivery Date).
- The Supplier shall assign an Order Number to each Order it accepts and will notify such Order Numbers to the Client. Each party shall use the relevant Order Number in all subsequent correspondence relating to the Order.
- The Client may at any time prior to the Delivery Date amend or cancel an Order for Products by written notice to the Supplier. If the Client amends or cancels an Order, its liability to the Supplier shall be limited to payment to the Supplier of all costs reasonably incurred by the Supplier in fulfilling the Order up until the date of deemed receipt of the amendment or cancellation, except that where the amendment or cancellation results from the Supplier’s failure to comply with its obligations under this agreement the Client shall have no liability to the Supplier in respect of it.
- Where the Client’s proposed end-use of the Products is for Commercial Operations then the Client will need to (i) obtain a PFCO from the CAA (the Supplier can arrange this for the Client as detailed in Schedule 3) and (ii) take out and maintain the necessary insurances as detailed in clause 11.
- Manufacture, quality and packing
- The Supplier shall build, pack and supply the Product with reasonable skill and care in accordance with generally accepted industry standards and practices.
- The Supplier warrants that:-
4.2.1 the Products supplied to the Client by the Supplier under this agreement shall, for the warranty periods specified in Schedule 4 after Delivery:
126.96.36.199 materially conform to the Supplier’s Specification or the Client’s Specification (as applicable);
188.8.131.52 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979 and the Supply of Goods and Services Act 1982, as amended) and materially fit for any purpose held out by the Supplier; and
184.108.40.206 comply with all applicable statutory and regulatory requirements in the United Kingdom.
4.2.2 the Services supplied to the Client by the Supplier under this agreement shall:
220.127.116.11 be supplied with reasonable care and skill; and
18.104.22.168 comply with all applicable statutory and regulatory requirements in the United Kingdom.
- The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this agreement.
- Where the Product is built by the Supplier in accordance with the Client’s Specification, the Client shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Supplier arising out of or in connection with any claim made against the Supplier for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Supplier’s use of the Client’s Specification. This clause 4.4 shall survive termination of this agreement.
- If the Client has opted to collect the Order then it shall collect each Order from the Supplier’s premises at East Lilburn Farm, Alnwick, Northumberland NE66 4ED (Delivery Location) on the Delivery Date or within three Business Days of the Supplier notifying the Client in writing that the Order is ready for collection. If the Client has opted for the Order to be shipped then the Supplier will deliver the Order by courier as agreed at the time of Order.
- The Supplier offers optional basic training in the use and maintenance of the Products at the time of collection which is included in the Product Price. The Supplier can also provide industry specific training packages (including where the Client intends to use the Product(s) for Commercial Operations) as detailed in Schedule 3. The Supplier does not accept any liability for loss and/or damage caused as a result of the Client failing to follow the Supplier’s instructions with regard to use and maintenance of the Products.
- Delivery of an Order shall be completed on the completion of loading of the Order at the Delivery Location.
- Delays in the delivery of an Order shall not entitle the Client to:
- refuse to take delivery of the Order; or
- claim damages; or
- terminate this agreement.
- The Supplier shall have no liability for any failure or delay in delivering an Order to the extent that such failure or delay is caused by the Client’s failure to comply with its obligations under this agreement.
- If the Client fails to take delivery of an Order within three Business Days of the Supplier notifying the Client that the Order is ready for collection, then, except where such failure or delay is caused by the Supplier’s failure to comply with its obligations under this agreement:
- delivery of the Order shall be deemed to have been completed at 9.00am on the third Business Day following the day on which the Supplier notified the Client that the Order was ready for collection; and
- The Supplier shall store the Order until delivery takes place, and charge the Client for all related costs and expenses (including insurance).
- Each Order shall be accompanied by a delivery note from the Supplier showing the Order Number, the date of the Order, the type and quantity of Products and/or Services included in the Order and, in the case of an Order being delivered by instalments, the outstanding balance of Products remaining to be delivered.
- Packaging materials shall remain the Supplier’s property and the Client shall make them available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier’s expense.
- Acceptance and defective products
6.1 The Client may reject any Products delivered to it that do not materially comply with clause 4.2, in accordance with the provisions of clause 6.2.
6.2 The Supplier offers a Return and Refund Service, a Replacement Service and a Warranty Repair Service, the qualifying details for which are as follows:-
6.2.1 Return and Refund Service
The Client can request this within seven calendar days of Delivery if the Product has a manufacturing defect. The Supplier will not provide the Return and Refund Service where:-
- Service is requested more than seven calendar days from Delivery;
- The returned Product does not include all original accessories, attachments or packaging, or any Product is not in a new or like-new condition, i.e. with cracks, dents or scratches;
- Legal proof of purchase, receipts or invoices are not provided or are reasonably believed to have been forged or tampered with.
- Any fault or damage of the Product is caused by unauthorised use or modification of the Product, including exposure to moisture, entry of foreign bodies (water, oil, sand etc) or improper installation or operation;
- Product labels, serial numbers, waterproof marks, etc show signs of tampering or alteration;
- Damage is caused to the Product by uncontrollable external factors, including fire, floods, high winds or lightning strikes; and/or
- A Product is not delivered to the Supplier within seven calendar days after Return and Refund Service confirmation is sent by the Supplier
Excluding the factors related to time periods these are collectively defined as the
6.2.2 Replacement Service
The Client can request this within fifteen calendar days after Delivery if (i) the Product does not comply with the Client Specification or the Supplier Specification (as appropriate) in one or more significant respects or (ii) if the Product suffers performance failure.
The Supplier will not provide the Replacement Service where:-
- Service is requested more than fifteen calendar days after Delivery;
- A Product is not delivered to the Supplier within seven calendar days after Replacement confirmation is sent by the Supplier; and/or
- Any of the Disqualifying Factors apply
6.2.3 Warranty Repair Service
The Client can request this within the time periods specified in Schedule 4 where (i) the Product has not been subjected to abnormal or unauthorized use as intended by the manufacturer during the warranty period, (ii) Product labels, serial numbers, water damage marks, false proof mark etc, show no signs of tampering or altering, (iii) no unauthorized disassembling, modification or installation has been performed on the Product or a component and (iv) the Client provides a valid proof of purchase, receipt or order number.
The Supplier will not provide the Warranty Repair Service where:-
- Crash or fire damage caused by non-manufacturing factors;
- Damage caused by unauthorised modification, disassembly, or shell opening not in accordance with the official instructions or manuals;
- Damage caused by improper installation, incorrect use or operation not in accordance with the official instructions or manuals;
- Damage caused by unauthorised repair;
- Damage caused by unauthorised circuit modification and mismatch or misuse of the battery or charger;
- Damage caused by flights which did not follow the instruction manual recommendations;
- Damage caused by operation in bad weather (i.e. strong wind, rain, sand/dust storms, etc);
- Damage caused by operating the Product in an environment with electromagnetic interference (i.e. a mining area, close to radio transmission towers, high-voltage wires, substations, etc);
- Damage caused by operating the Product in an environment containing interference from other wireless devices (i.e. transmitter, video-link, Wi-Fi signals etc);
- Damage caused by operating the Product at a weight greater than the safe take-off weight as specified by the instruction manuals;
- Damage caused by a flight in which damaged components or components suffering from natural wear and tear were used;
- Damage caused by reliability or compatibility issues when using unauthenticated third-party parts;
- Damage caused by operating the unit with a low-charged or defective battery;
- Product labels, serial numbers, waterproof marks, etc show signs of tampering or alteration; or
- A Product has not been returned to the Supplier seven calendar days after Warranty Repair Service confirmation is sent by the Supplier;.or
- The Client has not kept full back-up copies of all of its flight data.
6.3 If the Client fails to give notice of rejection in accordance with clauses 6.1 and 6.2, it shall be deemed to have accepted such Products.
6.4 If the Client rejects Products under clause 6.1 then subject to the provisions of clause 6.2, the Client shall be entitled to:
6.4.1 require the Supplier to repair or replace the rejected Products; or
6.4.2 require the Supplier to refund the price of the rejected Products in full.
6.5 Once the Supplier has complied with the Client’s request, it shall have no further liability to the Client in respect of the rejected Products’ failure to comply with clause 4.2.
6.6 The terms of this agreement shall apply to any repaired or replacement Products supplied by the Supplier.6.7 If the parties dispute whether any Products comply with clause 4.2, either party may refer the matter to an Independent Expert for determination in accordance with clause 10.
- Risk in Products shall pass to the Client on Delivery.
- Title to Products shall not pass to the Client until the Supplier has received payment in full (in cash or cleared funds) for:
- such Products; and
- all other sums which are or which become due to the Supplier from the Client for sales of Products and for Services or on any account.
- Until title to Products has passed to the Client, the Client shall:
- hold such Products on a fiduciary basis as the Supplier’s bailee;
- store such Products separately from all other goods held by the Client so that they remain readily identifiable as the Supplier’s property;
- not remove, deface or obscure any identifying mark or packaging on or relating to such Products; and
- maintain such Products in satisfactory condition and keep them insured on the Supplier’s behalf for their full price against all risks with an insurer that is reasonably acceptable to the Supplier. The Client shall obtain an endorsement of the Supplier’s interest in the Products on its insurance policy, subject to the insurer being willing to make the endorsement. On request the Client shall allow the Supplier to inspect such Products and the insurance policy, but the Client may resell or use Products in the ordinary course of its business.
- If before title to Products passes to the Client the Client becomes subject to any of the insolvency events in clause 15 then, provided that such Products have not been resold and without limiting any other right or remedy the Supplier may have, the Supplier may at any time require the Client to deliver up such Products and, if the Client fails to do so promptly, enter any premises of the Client or of any third party where the relevant Products are stored in order to recover them.
- The Product Prices and Services Prices are exclusive of amounts in respect of VAT. The Client shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on a supply of Products and/or Services.
- The Product Prices and Services Prices are exclusive of the costs of packaging, insurance and carriage of the Products, which shall be paid by the Client.
- The Supplier may review and increase the Product Prices and Services Prices from time to time. The Supplier shall give the Client written notice of any such increase as soon as practicable before the proposed date of that increase.
- All disputes concerning the Product Prices and Services Prices shall be resolved in accordance with clause 16.17(except for any dispute referred to an Independent Expert for determination in accordance with clause 10).
- Products: The Client shall pay 10% of the Product Price upon placing an Order (Deposit). Commencement of manufacture of the Product is dependent on the cleared receipt of the Deposit by the Supplier. The Client shall pay the remaining amount in full and in cleared funds prior to Delivery. Payment shall be made to the bank account nominated in writing by the Supplier.
Services: The Client shall pay for support services and software licences in advance (either on a monthly, 3 monthly, 6 monthly or yearly basis as detailed in the Order). The Client shall pay for all training courses in advance in full.
- If a party fails to make any payment due to the other under this agreement by the due date for payment (due date), then, without limiting the other party’s remedies under this agreement, the defaulting party shall pay interest under the Late Payment of Commercial Debts (Interest) Act 1998 and the Client shall pay the interest immediately on demand. The defaulting party shall pay the interest together with the overdue amount. This clause shall not apply to payments that the defaulting party disputes in good faith.
- If the Client disputes any invoice or other statement of monies due, the Client shall immediately notify the Supplier in writing. The parties shall negotiate in good faith to attempt to resolve the dispute promptly. The Supplier shall provide all such evidence as may be reasonably necessary to verify the disputed invoice or request for payment. If the parties have not resolved the dispute within 30 days of the Client giving notice to the Supplier, the dispute shall be resolved in accordance with clause 16.17. Where only part of an invoice is disputed, the undisputed amount shall be paid on the due date as set out in clause 9.1.
- The Supplier may, without limiting any other rights or remedies it may have, set off any amounts owed to it by the Client against any amounts payable by it to the Client.
- All payments payable to the Supplier or the Client under this agreement shall become due immediately on its termination. This clause 9.5 is without prejudice to any right to claim for interest under the law or under this agreement.
- Where under this agreement a matter may be referred to an Independent Expert for determination, the Independent Expert shall be a suitably qualified person appointed by ARPAS.
- The parties are entitled to make submissions to the Independent Expert including oral submissions and will provide (or procure that others provide) the Independent Expert with all such assistance and documents as the Independent Expert may reasonably require for the purpose of reaching a decision. Each party shall with reasonable promptness supply each other with all information and give each other access to all documentation and personnel as the other party reasonably requires to make a submission under this clause.
- The parties agree that the Independent Expert may in its reasonable discretion determine such other procedures to assist with the conduct of the determination as it considers appropriate, including (to the extent it considers necessary) instructing professional advisers to assist it in reaching its determination.
- The Independent Expert shall act as an expert and not as an arbitrator. The Independent Expert’s decision shall be final and binding on the parties in the absence of fraud or manifest error.
- The Independent Expert’s fees and any costs properly incurred by him in arriving at his determination (including any fees and costs of any advisers appointed by the Independent Expert) shall be borne by the parties in equal shares or in such proportions as the Independent Expert shall direct.
- During this agreement the Supplier shall maintain in force public liability insurance with a limit of at least £5 million per claim.
- The Supplier shall ensure that any sub-contractors also maintain adequate insurance having regard to their obligations under this agreement.
- The Supplier shall notify the Client if any policy is (or will be) cancelled or its terms are (or will be) subject to any material change.
- The Supplier’s liabilities under this agreement shall not be deemed to be released or limited by the Supplier taking out the insurance policy referred to in clause 11.1.
- Where the Client is going to be using the Product for Commercial Operations, the Client shall maintain in force (i) aviation insurance that meets the requirements specified in EC Regulation 785/2004 and (ii) insurance for such amounts as a prudent owner or operator would insure for to cover any third party liability or public liability risk.
- The Client shall notify the Supplier if any policy is (or will be) cancelled or its terms are (or will be) subject to any material change.
- Each party undertakes that it shall not at any time during this agreement and for a period of two years after termination disclose to any person any confidential information disclosed to it by the other party concerning the business or affairs of the other party, including but not limited to information relating to a party’s operations, processes, plans, product information, know-how, designs, trade secrets, software, market opportunities and customers (Confidential Information), except as permitted by clause 12.2.
- Each party may disclose the other party’s Confidential Information:
- to its employees, officers, agents, consultants or sub-contractors (Representatives) who need to know such information for the purposes of carrying out the party’s obligations under this agreement, provided that the disclosing party takes all reasonable steps to ensure that its Representatives comply with the confidentiality obligations contained in this clause 12 as though they were a party to this agreement. The disclosing party shall be responsible for its Representatives’ compliance with the confidentiality obligations set out in this clause; and
- as may be required by law, court order or any governmental or regulatory authority.
- Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information other than those expressly stated in this agreement are granted to the other party or to be implied from this agreement. In particular, save as set out in clause 12.4 below, no licence is hereby granted directly or indirectly under any patent, invention, discovery, copyright or other intellectual property right held, made, obtained or licensable by either party now or in the future.
- All Documents are the intellectual property of the Supplier and are protected by copyright. Words indicating such proprietary rights may not be altered, covered or eliminated by the Client. The Supplier grants to the Client a non-exclusive limited licence to use the Documents for the purpose of operating the Product. Where the Documents include training materials the licence is granted for the sole purpose of completing the training. Documents shall not be made available to any third party without the Supplier’s prior written consent.
- This clause sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of their respective employees, agents and sub-contractors) to each other in respect of:
- any breach of this agreement however arising;
- any use made or resale of the Products by the Client, or of any product incorporating any of the Products; and
- any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.
- Nothing in this agreement shall limit or exclude the liability of the Supplier for:
- death or personal injury resulting from negligence; or
- fraud or fraudulent misrepresentation; or
- breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
- breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
- Without prejudice to clause 13.2, the Supplier shall not under any circumstances whatever be liable to the Client, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any:
- loss of profit; or
- loss of goodwill; or
- loss of business; or
- loss of business opportunity; or
- loss of anticipated saving; or
- loss or corruption of data or information; or
- special, indirect or consequential damage; or
- any damage caused by the use of the Product for any purpose other than the purpose originally intended for the Product.
- Without prejudice to clause 13.2, the Supplier’s total liability arising under or in connection with this agreement, whether arising in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, shall in all circumstances be limited to the sums paid or payable under this agreement.
- Neither party (or any person acting on its behalf) shall have any liability or responsibility for failure to fulfil any obligation under this agreement so long as and to the extent to which the fulfilment of such obligation is prevented, frustrated, hindered or delayed as a consequence of a Force Majeure Event.
- A party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of a Force Majeure Event:
- notify the other party of the nature and extent of such Force Majeure Event; and
- use all reasonable endeavours to remove any such causes and resume performance under this agreement as soon as feasible.
- For the purposes of this clause 14, a Force Majeure Event means an event beyond the control of a party (or any person acting on its behalf), which by its nature could not have been foreseen by such party (or such person), or, if it could have been foreseen, was unavoidable, and includes, without limitation
14.3.1 acts of God, storms, floods, drought, earthquake or other natural disaster;
14.3.2 riots, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared), armed hostilities, imposition of sanctions, embargo, breaking off of diplomatic relations or one or more acts of terrorism;
14.3.3 nuclear, chemical or biological contamination or sonic boom;
14.3.4 collapse of buildings, fire, explosion or accident;
14.3.5 interruption or failure of utility service;
14.3.6 epidemic or pandemic; or
14.3.7 any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition or failing to grant a necessary licence or consent.
- Subject to clause 15.3, this agreement shall terminate automatically on completion of the Services.
- Without prejudice to any other rights or remedies which the parties may have, either party may terminate this agreement without liability to the other on giving the other not less than 3 months’ written notice or immediately on giving notice to the other if:
- the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 28 days after being notified in writing to make such payment; or
- the other party commits a material breach of any of the material terms of this agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
- the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement; or
- the other party suspends, or threatens to suspend, payment of its debts, is unable to pay its debts as they fall due, admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being a natural person) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply; or
- the other party commences negotiations with all, or any class of, its creditors with a view to rescheduling any of its debts, or makes a proposal for, or enters into any compromise or arrangement with, its creditors; or
- a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of that other party; or
- an application is made to court, or an order is made, for the appointment of an administrator, a notice of intention to appoint an administrator is given, or an administrator is appointed over the other party; or
- a floating charge holder over the assets of that other party has become entitled to appoint, or has appointed, an administrative receiver; or
- a person becomes entitled to appoint a receiver over the assets of the other party, or a receiver is appointed over the assets of the other party; or
- a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; or
- any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 15.2.4 to clause 15.2.10 (inclusive); or
- the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or
- there is a change of control of the other party.
- On termination of this agreement for any reason:
- the Client shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Products and/or Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt;
- the Client shall, return all of the Supplier’s equipment and materials. If the Client fails to do so, then the Supplier may enter the Client’s premises and take possession of them. Until they have been returned or repossessed, the Client shall be solely responsible for their safe keeping;
- the accrued rights, remedies, obligations and liabilities of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination; and
- clauses which expressly or by implication have effect after termination shall continue in full force and effect, including the following clauses: clause 12 (Confidentiality and the Supplier’s property), clause 13 (Limitation of liability), clause 15.3, clause 16.13 (Notices), clause 16.17 (Dispute resolution), clause 16.18 (Governing law and jurisdiction).
- No variation of this agreement shall be valid unless it is in writing and signed by or on behalf of each of the parties.
- A waiver of any right or remedy under this agreement is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy.
- No single or partial exercise of any right or remedy provided under this agreement or by law shall preclude or restrict the further exercise of any such right or remedy.
- Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law.
- If any court or competent authority finds that any provision of this agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this agreement shall not be affected. If any invalid, unenforceable or illegal provision of this agreement would be valid, enforceable and legal if some part of it were deleted, the parties shall negotiate in good faith to amend such provision such that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the parties’ original commercial intention.
- This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous drafts, arrangements, understandings or agreements between them, whether written or oral, relating to the subject matter of this agreement. Each party acknowledges that, in entering into this agreement, it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that its only liability in respect of those representations and warranties that are set out in this agreement (whether made innocently or negligently) shall be for breach of agreement. Nothing in this clause shall limit or exclude any liability for fraud.
- The Client shall not, without the prior written consent of the Supplier, assign, transfer, charge, mortgage, sub-contact or deal in any other manner with all or any of its rights or obligations under this agreement.
- The Supplier may at any time assign, transfer, charge, mortgage, sub-contract deal in any other manner with all or any of its rights or obligations under this agreement.
- Each party that has rights under this agreement is acting on its own behalf and not for the benefit of another person.
- Nothing in this agreement is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
- A person who is not a party to this agreement shall not have any rights under or in connection with it and the agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the agreement.
- A notice given to a party under or in connection with this agreement shall be in writing and sent to the party at the address given in this agreement or as otherwise notified in writing to each other party.
- The following table sets out methods by which a notice may be sent and, if sent by that method, the corresponding deemed delivery date and time:
|Delivery method||Deemed delivery date and time|
|Delivery by hand.||On signature of a delivery receipt or at the time the notice is left at the address.|
|Pre-paid first class, post or other next working day delivery service. ||9.00 am on the second day after posting or at the time recorded by the delivery service.|
- For the purpose of clause 16.13 and calculating deemed receipt:
- all references to time are to local time in the place of deemed receipt; and
- if deemed receipt would occur in the place of deemed receipt on a Saturday or Sunday or a public holiday when banks are not open for business, deemed receipt is deemed to take place at 9.00 am on the day when business next starts in the place of receipt.
- This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
- A notice given under this agreement is not valid if sent by e-mail.
- Subject as may be provided elsewhere in this agreement, all disputes, differences or questions arising in relation to this agreement shall be referred in the first instance to the CEO of the Supplier and the CEO of the Client, who shall meet together and attempt to settle the dispute between themselves (acting in good faith) within one calendar month. If the CEOs fail to resolve the matter within one calendar month, then either party may refer the dispute to an appropriate court or tribunal, or may (at its discretion) opt for mediation (in which case such an election shall bind the other party until a conclusion is made or the mediator rejects the case).
- This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the law of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
This agreement has been entered into on the date stated on the Invoice/Online Order Details.
Schedule 1 The Products and Product Prices
PRODUCT NAME: Specified on Quote/Online Order Details
PRODUCT CODE NUMBER: Specified on Quote/Online Order Details
PRODUCT PRICE: £Specified on Quote/Online Order Details (inclusive of basic training in the use and maintenance of the Product at the Supplier’s site)
Schedule 2 Specification
Specified on Quote
Schedule 3 Training Services
In addition to the optional basic training (provided free of charge at the Supplier’s premises) the Supplier can provide the following chargeable industry specific training packages:-
CAA PFCO course
This is provided by the Supplier’s approved training partner Aerial Academy and can be booked direct with the Supplier. The Client will be required to accept Aerial Academy’s course terms and conditions before a booking can be accepted by the Supplier.
Courses for specific applications:
Using Your Farm Drone course
Additional terms for training courses:
- Cancellation Rights
For consumers (people who purchase goods and services for personal use – note, if you are booking a course for a CAA Permission for Aerial Work, then it is assumed you are not a consumer but are a business – see below)
1.1 There may be circumstances under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (“Consumer Contracts Regulations”) when you may wish to cancel your purchase of the Course. However, your right to cancel and obtain any refund will be lost if you have given the Supplier express consent to supply any services during the Cancellation Period and the service has been performed. This consent includes ticking the box giving such consent at time of purchase. You do not have a right to change your mind in respect of other services, once these have been completed, even if the cancellation period is still running. If express consent has been given but the service is only part performed, you will be liable to pay for the services actually received.
1.2. Subject to clause 1.1, there may be circumstances under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (“Consumer Contracts Regulations”) when you may cancel your purchase of the Course within a period of 14 calendar days (Cancellation Period) from the date on which the contract is concluded subject to clause 3. The following rules apply:
- a) Within the Cancellation Period, you must inform the Supplier of your decision to cancel by emailing email@example.com
- b) If you cancel your purchase you must return any Study Materials you may have received from the Supplier without undue delay and not later than 14 calendar days after you inform the Supplier of the cancellation. You will be liable for the cost of returning any goods to the Supplier unless the Supplier has agreed otherwise in writing.
- c) the Supplier reserves the right to withhold payment of part or all of your Fee refund until all Study Materials have been returned in accordance with clause 1.3 above or if Study Materials are not returned in a re-saleable condition.
- d) On cancellation you will be entitled to a full refund of the Fees subject to the following limitations:
- In relation to delivery costs, the refund amount will be capped at the cost of a standard postal method fee; and
- If the value of the goods has been diminished by your handling, the Supplier may recover the amount of this diminished value by deducting this amount from your refund.
1.3. If you cancel a Course after the Cancellation Period, the Supplier will deduct from any refund of your Fee the cost of all applicable delivery charges, including delivery costs.
1.4. Refunds will be made using the same method of payment as you used for the purchase and will be paid within 14 days of you informing the Supplier of the cancellation. The period for refund will increase to 30 days if the Supplier is unable to credit a UK bank account. If you have chosen to invoice your employer and at the time of cancellation the relevant invoice has not yet been paid then such invoice will be cancelled. If you have chosen to invoice your employer and at the time of cancellation the relevant invoice has already been paid by your employer, the Fees will be credited to your employer’s bank account within 14 days of cancellation (provided a UK bank account can be credited). For monetary returns a request in writing to the Supplier is required from your employer.
1.5. For further details of your rights under the Consumer Contracts Regulations you can visit your local Citizens’ Advice Bureau or visit the Competition and Markets Authority website.
1.6. Your order of a Course is personal to you and you will not be permitted to transfer your enrolment on a Course to any other student.
1.7. the Supplier reserves the right to use its discretion to determine whether to make refunds and/or deferrals in exceptional circumstances which fall outside clause 4 and clause 5 and to charge an additional fee in any such event to cover the administration costs incurred by the Supplier. Any such additional fees will be communicated to you before you make your decision.
1.8. Where you have purchased multiple Courses and you cancel or defer one or more of those Courses, each Course which you cancel or defer will be treated separately and the relevant cancellation and deferral terms and administration costs set out in this clause 1 will apply to each cancellation or deferral.
1.9. Subject to this agreement, you may cancel the Course by giving written notice to the Supplier using the email address [INSERT EMAIL ADDRESS] and the Supplier reserves the right to charge you a cancellation fee. the Supplier’s policy for such cancellations is set out below:
X = Number of full days’ written notice of cancellation received by the Supplier from you (days before the Course start date)
Y= Cancellation fee due as percentage of the Fee
0 – 4 100%
5 – 29 80%
30 – 59 50%
60 – 89 30%
90 – 179 10%
180 and more 0%
1.10. Any costs incurred by the Supplier in preparation of the agreed service will be charged to you but will be limited to a maximum of the Services Price, less any applicable cancellation fee.
the Supplier cancellation
1.11. If (a) the Supplier declares that a Course is subject to a minimum number of participants and that minimum number of participants is not reached; or (b) a Course cannot be performed due to force majeure or other reasons beyond the Supplier’s reasonable control, then the Supplier may cancel the Course.
1.12. In the situations set out in clause 1.11, the Supplier will use its endeavours to notify you about the cancellation at least one week before the Course start date. Any fees paid by you will be refunded. Any other claims by you will be excluded.
- Deferment and Delay
2.1. You will be charged an admin fee of £100 if you defer a Flight Assessment within 14 days of the agreed original Flight Assessment date. Within 5 working days of the agreed original Flight Assessment date, you will be liable for the entire cost of the flight assessment should you wish to cancel or defer.
2.2. If, due to force majeure or other reasons beyond the Supplier’s reasonable control (including where the instructor is ill), the Course cannot be performed at the agreed date, or could only be performed with unreasonable economic effort, then the Course will be performed on the next possible date agreed.
3.1. Please see the description of the Course on the Website and/or in the Brochure for details of the contents of the available Courses.
3.2. Except as set out in the description of the Course on the Website and/or in the Brochure, no additional Study Materials and/or tuition will be provided by the Supplier.
3.3. You acknowledge that the Supplier operates a zero-tolerance policy in relation to inappropriate behaviour of students. In particular abusive or violent behaviour directed at the Supplier’s staff or other students and unfair or dishonest practices including but not limited to cheating, will not be tolerated under any circumstances. the Supplier may at its reasonable discretion and without liability or an obligation to refund fees, refuse to supply any Course to any student and may refuse to admit to, and may remove from any the Supplier premises, any student whose participation in any Course would, in the Supplier’s reasonable opinion, be undesirable or whose behaviour the Supplier considers is or may be in breach of this agreement.
3.4. You must comply with all health and safety rules and regulations and any other reasonable security requirements (including relevant safety and accident prevention rules applicable for training within the Supplier) that apply at the premises at which Courses are provided.
3.5. You must only use the premises at which Courses are provided for the purposes of participating in Courses.
3.6. Training will take place at the Supplier training premises or at the Client’s premises as specified. Daily schedules of training will correspond with the customary working hours of the Supplier unless otherwise agreed upon in writing. the Supplier is responsible for performing the training. the Supplier reserves the right for the training to be partly or wholly performed by duly qualified third parties in the Supplier’s name. In all circumstances, certification will be effected by the Supplier.
3.7. If you require a visa to enable you to study with the Supplier then you are responsible for obtaining the necessary visa and for ensuring that your attendance is satisfactory to meet your visa requirements.
3.8. You must sign an attendance register for each Course as required by the instructor.
3.9. Your personal possessions are your sole responsibility and the Supplier accepts no responsibility and/or liability for anything that is lost or stolen from its venues. You are advised during a Course to keep your valuables with you at all times.
3.10. If a successful completion of the training requires any test or examination, the test or examination will be made according to the applicable the Supplier rules. the Supplier does not warrant that the participant will reach the intended training level, nor does the Supplier warrant that a participant will pass the exam.
- Regulatory and legislative change
4.1. Certain Courses will periodically be superseded by new legislation or the issue of new regulations. Following the enactment of new legislation or the issue of new regulations, the Supplier may produce Courses covering the new material. If new legislation or regulations supersedes existing Courses, these may be available for purchase as new Courses.
5.1. the Supplier will provide the Study Materials in accordance with the Course description that is set out on the Website.
5.2. the Supplier expects you to take reasonable care to verify that the Course and Study Materials in question will meet your needs. the Supplier does not make any commitment to you that you will obtain any particular result from your use of the Study Materials or that you will obtain any particular qualification on completion of the Course (unless otherwise stated on the Website).
5.3. the Supplier does not make any representation, guarantee or commitment to you that the Study Materials will be error free.
5.4. All representations, warranties and/or terms and/or commitments not expressly set out in this agreement (whether implied by law, conduct, and statute or otherwise) are hereby excluded to the maximum extent permissible by law.
Schedule 4 – Warranty Periods
|Mavic Pro||Remote controller||12 months|
|Battery||6 months and charge cycle less than 200 times|
|Battery charger||6 months|
|Gimbal camera||6 months|
|Vision positioning system||6 months|
|Propulsion system (excluding propellers)||6 months|
|Remote controller (without built-in screen)||12 months|
|Phantom 4 Pro/Phantom 4 Advanced||Remote controller (with built-in screen||6 months|
|Battery||6 months and charge cycle less than 200 times|
|Battery charger||6 months|
|Central board||12 months|
|Gimbal camera||6 months|
|Vision positioning system||6 months|
|Matrice 600 Pro||Battery||6 months and charge cycle less than 200 times|
|Battery charger||6 months|
|Battery charging hub||6 months|
|Battery||6 months and charge cycle less than 200 times|
|Battery charger||9 months|
|Battery charging hub||9 months|
|Propeller and propeller mounting plates||NO WARRANTY|
|Matrice 200||Remote controller||12 months|
|D-RTK antenna||6 months|
|D-RTK processor||12 months|
|Gimbal mounting connector||NO WARRANTY|
|Datalink Pro||12 months|
|Datalink Pro Antenna||3 months|
|Central board||12 months|
|Remote controller||12 months|
|Storm / Wind series||Remote controller||12 months|
|D-RTK antenna||6 months|
|D-RTK processor||12 months|
|Gimbal mounting connector||NO WARRANTY|
|Lightbridge 2 Pro||12 months|
|Lightbridge 2 Antenna||3 months|
|Central board||12 months|
|Remote controller||12 months|
|Slantrange 3P sensors||Main Camera||180 days|
|Sunlight Sensor||180 days|
- Support Services
The following chargeable support services are available during Standard Support Hours:-
1.1 Enterprise Support (applicable to all Products)
All enterprise clients benefit from access to the Supplier’s enterprise support package.
- All subscription fees for flight planning and mapping software.
- Phone and email support
- Maintenance return service – the Supplier will collect the Products, complete a full system check, perform any software updates and test fly the Products. Hardware upgrades can also be performed at extra cost, with training on new features.
- Courtesy system service – the Supplier will provide a system for the Client to use if the Supplier needs to retain the Products for more than 5 Business Days.
Available for an additional charge:
- In-the-field support from our operator network – the Supplier has a network of pro drone pilots across the UK and Europe that have been trained to use the Supplier’s Products. They can also provide piloting services.
1 month of Enterprise Support is included free with all Product purchases.
On-going support after the initial month costs £150 per month with no fixed contract (use it when you need it), or the Client can choose an optional fixed-term contract obtaining a discount on the monthly rate.
- 2 DJI Care Plan (applicable to the Phantom 4, Inspire 1 and Phantom 3 series of Products)
Please note that the DJI Care Plan is provided directly by DJI to the Client.
- Cover for accidental damage (including dropping, squeezing or crashing due to operator error or other accidents) to the Product sustained during normal use
- Free repairs if the Product is sent to the Supplier within the period of validity.
- Unlimited repairs until the total amount of repair fees exceeds the coverage amount (except in cases where the Product is completely damaged).
- Damage to accessories such as remote controller, propellers, battery and charger.
- Damage due to the following reasons:-
(i) lost or partially lost Product and accessories;
(ii) stolen or abandoned aircraft and accessories;
(iii) damage caused by flight under unsuitable flight conditions;
(iv) any repair fees resulting from or following water damage;
(v) repair fees for battery, propellers, remote controller or other accessories;
(vi) deliberate losses;
(vii) abrasions and shell damage that do not affect the performance of the Product;
(viii) direct or indirect losses caused by a Force Majeure Event;
(ix) repair requests for damage incurred outside the period of validity;
(x) indirect loss and/or anticipated profit in any form;
(xi) extra fees resulting from technical enhancements or performance improvements;
(xii) personal injury and/or property loss to the customer or any other people; caused by the Product; and
(xiii) any legal fees related to DJI Care’s warranty coverage.
1.3 Bespoke Support
This support is tailored to the Client’s requirements and is designed primarily for Clients with multiple systems and multiple pilots.
Price on application dependent on the Client’s specific requirements.
- Client Obligations
2.1 The Client shall provide the Supplier and its personnel with full, safe and uninterrupted access to the Client’s premises, systems, facilities and the Products as may reasonably be requested for the purpose of performance of the Support Services, such access, except in the case of emergency or agreed out-of-hours downtime within the Standard Support Hours.
2.2 The Client shall nominate a manager to be available to liaise with and respond to queries from the Supplier.
2.3 The Client shall:-
2.3.1 co-operate with the Supplier in performing the Support Services, and provide any assistance or information as may reasonably be required by the Supplier, including in relation to the diagnosis of any faults;
2.3.2 report faults promptly to the Supplier; and
2.3.3 keep full back-up copies of all of its flight data. Without up-to-date flight data the Supplier cannot necessarily identify and repair a fault or ascertain the cause of an issue and therefore will not provide the Warranty Repair Service.
2.4 The Client shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Supplier arising out of or in connection with any claim made against the Supplier for the Client’s actual or alleged breach of this agreement howsoever arising or any negligence or wrongful act of the Client, its officers, employees, contractors or agents.
2.5 The Client shall not for the duration of this agreement and for a period of six months following termination directly or indirectly induce or attempt to induce any employee of the Supplier who has been engaged in the provision, receipt, review or management of the Services or otherwise in connection with this agreement to leave the employment of the Supplier.