Terms & Conditions of Contract

Terms & Conditions of Contract

1. Definitions

In these conditions, the following words shall have the following meaning:-

”Inflight”, “Company”“Us”“We”“Our”, or variations thereof shall mean Inflight Limited.

“The Customer”, “You”“Your”, or variations thereof shall mean the person, firm or Company with whom Inflight Limited contracts.

“Goods” means the articles or things or services which are the subject matter of the Contract.

2. Order Acceptance Policy

2.1 Inflight reserves the right at any time to accept or refuse service for any reason. Inflight 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 Inflight of an electronic or printed copy of an order form does not indicate Infights’ acceptance of the purchaser’s order, nor does it constitute confirmation of Inflights’ offer to sell.

2.2 You acknowledge and agree that title and ownership of all ordered products shall remain with Inflight until the full purchase price for the same has been satisfied to Inflight unless previously agreed to be released earlier by Inflight.

3. Quotations

3.1 Written quotations are valid for up to 30 days (unless agreed otherwise) 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 Inflight and to avoid errors. The brief may need to include but is not limited to a full postal address with postcode, maps, site plans with boundaries and any other material required to accurately identify the site from the air.

3.2 The quotation and fee will be inclusive of all preparatory work, provision of any written documentation (e.g., 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.

3.3 The fee quoted will reflect the proposed uses of the images and video clips, 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.

4. Payment Terms

4.1 Terms of payment are within Infight’s sole discretion, and, unless otherwise agreed to in writing by Inflight, full payment is due within 14 days of issue of goods. In the case of work being required by the client to be done in phases, Inflight reserves the Right to partially invoice at stages and request an initial deposit (“Deposit”) prior to the commencement of any work due to be undertaken. Inflight reserves the right to add statutory Late Payment Interest (Base Rate + 8%) to overdue accounts [Late Payment of Commercial Debts (Interest) Act 1998] (see 4.5).

4.2 The Client shall pay Inflight, the fees and other amounts as outlined and agreed in the quotation. Any additional work requested that has not been previously agreed upon or that has not been included in the initial quotation will be charged in line with Inflight’s standard rates (standard rate for half day/short task at £400 or standard rate for 1 (one) full day/full day task at £800+ any other reasonable expenses).

4.3 Inflight reserves the right to amend any quotation prior to both parties being in agreement or based on any new information which comes to light from either a site survey or prevailing weather conditions or consent of any location owners, or requirements for additional equipment and/or time and/or Operatives to ensure the safe and professional operation of the Services.

4.4 Upon Inflight being satisfied that the Services have been completed in full or in stages (or in advance of this at Inflight’s option), Inflight will issue an invoice, or invoices, to the Client for the fees and charges then due. The Client will make payment for all sums due under an invoice in full, and in cleared funds, in the method set out on the invoice, within 14 days from the date the relevant invoice is raised (unless Inflight and the client agree in writing on an alternative time frame).

4.5 Unless previously agreed, at Inflight’s discretion, any amount due to Inflight that is outstanding after the due date for payment will attract interest at the rate of 8% per month above the base rate of The Bank of England until the full amount has been paid. Such interest charges will be compounded at the end of each month.

4.6 If at any time the Client, no longer wishes to receive the Services (or any part of the Services) Inflight reserves the right to charge a cancellation fee not exceeding the total amount that would have been paid to Inflight under the service Agreement had the Services been completed.

4.7 The Client shall procure that upon request from Inflight, the Client’s director(s) enter into separate guarantees with Inflight whereby they irrevocably and unconditionally guarantee to Inflight the due and punctual performance of the Client’s obligations under the service Agreement. In addition, if the Client defaults in payment of any sum or sums payable to Inflight under the Agreement for a period of more than 90 days from the invoice date, the director(s) of the Client will upon written request from Inflight pay such sum or sums as may be outstanding under the service Agreement. In the event of there being more than one signatory to this guarantee, the directors’ liabilities shall be construed and have effect as joint and several liabilities.

5. Site

5.1 If a site survey is needed prior to the quotation, the cost will be agreed upon and invoiced in advance (unless agreed otherwise). The Client must confirm in writing that it has permission to access the ground that will be used to take off and land. If a client cancels our services after accepting a written quotation, the Risk assessment fee will still be valid and chargeable to the client due to work that must be undertaken prior to any flights or filming/photography being performed by Inflight on behalf of the client.

6. Cancellation by Inflight

6.1 If Inflight cannot fly/film due to reasons that Inflight was not advised of beforehand, then a partial cost may remain due for payment to Inflight. Inflight will make every reasonable attempt to complete any tasks missed for this reason within 28 days of the missed task.

7. Photographic material supplied

7.1 Photographic or video material will be supplied as unedited RAW or low compression jpegs. Video material will normally be supplied as unedited. As a minimum, you may need to put the video through stabilisation software during post-processing to obtain smooth footage. Images will be supplied on either a Memory card or a cloud-based data transfer site.

8. Permission to conduct photography

8.1 Permission from the Civil Aviation Authority (CAA), local Police, other authorities and relevant landowners, when needed, can take several weeks (CAA may require up to 28 days written notice of intention to fly). This is usually granted, but certain height and/or other conditions may be applied). All work is subject to obtaining permitted and legal access from which to safely operate the UAV.

9. Legal Reproduction Rights, Moral Rights and Copyright (Copyright, Designs and Patents Act 1988) and Property Misdescriptions Act 1991.

9.1 Limited Reproduction Rights of the commissioned material passes to the Client upon full settlement of the final invoice. This allows reproduction for all uses stated on the Quotation or agreed to on negotiations with Us. By default, and in the absence of any stated use, this will be ‘General Marketing’. ‘General Marketing’ use excludes use for ‘merchandising’ (e.g. reproduction of an image for promotion on goods for resale), for which an additional fee will need to be negotiated.

9.2 Unless agreed in advance, use of the images/video by any third party (including, but not limited to, newspapers, magazines, film, television, and the Internet) will only be granted following written permission from Inflight. This will incur a negotiated Reproduction Fee.

9.3 Subject to Paragraphs 9.1 and 9.2 above, the following two exceptions do not need advance written permission from Inflight:-

I. Anyone working directly for the Client, such as an employee or marketing department of the client’s company, creating publicity material for the Client incorporating the commissioned material in a General Marketing way.

ii. Newspaper Editorial Content for a news item about the Client provided that the text “Photograph (C) Inflight Limited” is clearly visible adjacent to the image for printed content.

9.4 We abide by the Consumer Protection from Unfair Trading Regulations 2008 and the Business Protection from Misleading Marketing Regulations 2008. We will not alter our images to deliberately mislead the viewer. We remind users of our images that publishing old images (which were taken much earlier when the views were significantly different), without indicating the capture date, could be misleading. Both activities may be considered offences under these Regulations.

10. Licencing

10.1 You agree that We may use the images Ourselves and that We may also licence the images to third parties without reference to You.

11. Limitation of Liability, weather, Force Majeure, Act of God and Other constraints

11.1 As with any outdoor location photography, a successful outcome depends upon suitable weather conditions. A decision to photograph 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 either 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 Inflight in respect of the cancelled time. No refund will be made for any chargeable preparation work already carried out.

11.2 The UAV weighs approximately 2Kg. Whilst the UAV has built-in self-stabilising measures, it is subject to movement by the wind and will tilt whilst being held against the wind. This will impact on the image quality and the angle of the picture(s). We will endeavour to obtain the best quality pictures for the conditions and certain adjustments (such as skew to square up the image) can be made afterwards in post-processing. However, the images and video are not guaranteed to be steady.

11.3 Inflight will always endeavour to complete its assignments by proposed completion dates. However, due to weather and other operational constraints, Inflight cannot guarantee completion on or by any specific date. It, therefore, cannot be held responsible for any missed deadlines or any consequential costs involving the timing of the commission.

11.4 The completion of work may be subject to alteration or cancellation due to cause or causes beyond Our 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.

11.5 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.

11.6 Battery limitations mean that each flight will last a maximum of approximately 26 minutes. This will normally generate up to 15 minutes of photographically usable flight time. After this time, the UAV must descend for a battery change.

11.7 The quality of images required to be taken into the sun will undoubtedly suffer, to some degree, from lens flare and other detrimental effects.

11.8 In exceptional circumstances, Inflight 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 Inflight will be limited to the total value of the contract with no liability accepted for indirect and/or consequential loss.

11.9 Inflight 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.

11.10 Inflight 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.

11.11 Whilst back-up copies of images are usually kept, Inflight accepts no responsibility nor liability for maintaining archive copies of photographic material after the work has been delivered to the Client.

11.12 Inflight has all necessary insurances, including Bodily Injury and Damage to property up to the value of 1 million pounds. Inflight is able to prove proof of cover at the request of the client.

11.13 Inflight and its agents shall be under no liability for any injury, loss, or damage of any kind, whether direct, consequential or special and howsoever caused resulting from or arising out of or incidental to:

11.13.1 Any negligence on the part of Us (except insofar as the same causes death or personal injury) or

11.13.2 Our performance of or failure to perform or breach of any of its express implied obligations under the Contract.

11.14 You shall indemnify Us against any liability whatsoever (including any liability based on the negligence of You) which it may incur resulting from any claim made against You by any third party.

11.15 We accept no liability for delay or non-fulfilment of any term of the Contract caused wholly or in part by “force majeure”, which expression shall be deemed to include war, strikes, lockouts, accidents, fire, scarcity or materials or any other cause or causes not within Our direct control.

12. General Conditions

12.1 No failure or delay on the part of us 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 Our rights in the event of any further or additional breach or breaches.

12.2 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.

12.3 The Contract shall be construed in accordance with English law, which shall be the proper law of the Contract, and the English Court shall have sole jurisdiction in relation to the provisions contained in these Conditions.

12.4 The clause headings in these Conditions are for convenience only and shall not affect the interpretation hereof in any way whatever.

12.5 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.

12.6 These Conditions are stipulated by Us on Our own behalf and on behalf of all agents and apply for the protection of all its agents as for Us. The Customer undertakes not to sue or make any claim whatever against any of us or agent of Us in respect of any alleged negligence or other default of that Us or agent in relation to the carrying out, failure to carry out or breach of any Contract.

12.7 The Customer acknowledges and agrees by placing orders with Us that:

12.7.1 This is a transaction into which both parties are freely entering.

12.7.2 There are clauses contained in these Conditions which exclude, limit or modify the liability of Us and Our agents.

12.8 All charges are subject to these Terms and Conditions.

12.9 The Customer acknowledges that the Customer has read this Agreement, and both understands and agrees with Us regarding all of the Terms and Conditions.