DEFINITIONS

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

“Andy Ditchfield T/A Skyward Aerial”, ”Skyward Aerial”, “The Business”“Us”“We”“Our”, or variations thereof shall mean Andy Ditchfield T/A Skyward Aerial.

“The Client”, “You”“Your”, or variations thereof shall mean the person, firm or Company with whom Andy Ditchfield T/A Skyward Aerial contracts.

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

ACCEPTANCE

1.1 It is not necessary for any Client to have signed an acceptance of these terms and conditions for them to apply. If a Client accepts a quote then the Client will be deemed to have satisfied themselves as to the terms applying and have accepted these terms and conditions in full.

1.2 Please read these terms and conditions carefully. Any purchase or use of our services implies that you have read and accepted our terms and conditions.

ORDER ACCEPTANCE POLICY

2.1 Skyward Aerial reserves the right at any time to accept or refuse service and sales for any reason.  Skyward Aerial 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 Skyward Aerial of an electronic or printed message or an order form does no indicate acceptance of rate purchaser’s order, neither does it constitute confirmation of Skyward Aerial’s offer to sell.

2.2 The Client acknowledges and agrees that the title and ownership of all ordered products shall remain with Skyward Aerial until the full purchase price for the same has been satisfied to Skyward Aerial.

QUOTATIONS

3.1 Written quotations are valid for 30 days and will be supplied for all work on receipt of a clear and accurate written brief from the Client. Written briefs are required to ensure photographic objectives are well defined for both the Client and Skyward Aerial and to avoid errors.  The brief may need to include, but is not limited to those items requested in the Skyward Aerial pre-deployment survey form.

3.2 The quotation and fee will be inclusive of all preparatory work, provision of any written documentation (eg. Method Statements and Risk Assessments 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 unless prior agreed with the Client. For UAV work, unless otherwise stated, the quotations will be for the amount of aerial photography reasonably achievable within one day.

3.3 The fee quoted will reflect the proposed use of the images, 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 unless prior agreed with the Client. Additional Reproduction rights, if applicable, may be negotiated at a future date.

3.4 The UAV Operator may request changes if it is determined that any flight operation could impair the operational safety of the equipment, persons, property or violate any laws.

PAYMENT TERMS

4.1 Terms of payment are within the Business’ sole discretion, and, unless otherwise agrees to in writing by the Business full payment as per the contract applicable to the agreed mission.

4.2 In the case of work being required by the client to be done in phases, Skyward Aerial reserves the right to partially invoice at stages.

SITE

5.1 If a site survey is required prior to the quotation, the cost will be agreed and invoiced in advance.  The Client must confirm in writing that it has permission to access the ground that will be use to take off and land.

CANCELATION (By Skyward Aerial)

6.1 If Skyward Aerial cannot fly due to adverse weather conditions or mechanical failure, and the contract cannot be rescheduled, Skyward Aerial will refund all advance monies paid for, from the time the cancellation occurs.  Costs incurred prior to the affected day such as paid-for site visits and meetings are excluded and remain due for payment.

6.2 If Skyward Aerial cannot fly due to reasons that only become evident once on site or for reasons that Skyward Aerial was not advised of beforehand then the full cost will remain due for payment.  Skyward Aerial may, at its sole discretion, offer a discount on a project should one be scheduled.

CANCELATION (By The Client)

7.1 Notice of cancellation by the Client must be received in writing by Skyward Aerial and the notice is not valid until confirmed in writing by Skyward Aerial.  Cancellation fees are payable according to the following schedule:

7.1.1 Prior to any pre-production work including but not limited to flight plans, site surveys, site meetings and similar – Nil

7.1.2 Less than 48 Hours notice – 50% of the agreed fee less any payment already made.

7.1.3 Less than 24 Hours notice – 100% of the agreed fee less any payment already made.

7.2 Notwithstanding the above schedule, if any costs have been incurred by Skyward Aerial following written instruction from the Client (for example, but not limited to an agreed Site Survey cost) these costs will remain due for payment in full.

PHOTOGRAPHIC MATERIAL

8.1 Still photographic material will be supplied as unedited images.  Video material will normally be supplied as unedited rushes.  Unless otherwise agreed and quoted, little to no editing will have been done by Skyward Aerial when the imagery is supplied.

8.2 General editing of images and videos is available at an additional cost, when feasible.

8.3 All original photographic material remains the property of Skyward Aerial.

LEGAL REPRODUCTON RIGHTS, MORAL RIGHTS, COPYRIGHT 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 from the Business.  By default and in the absence of any stated use, this will be ‘General Marketing’. General Marketing use excludes used 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 by any third party (including, but not limited to, newspapers, magazines, book publishers, television, film and the Internet) will only be granted following written permission from Skyward Aerial.  This may 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 Skyward Aerial:

9.3.1 Any third party working directly for the Client such as a Company creating publicity material for the Client incorporating the commissioned material in a General Marketing way.

9.3.2 Newspaper Editorial Content for a news item about the Client provided that the text “Photograph (C) Skyward Aerial” is clearly visible adjacent to the image for printed content and for online content the aforementioned text is clearly visible and all the text hyperlinks to Skyward Aerial’s Home Page (https://Skyward Aerial.com/)

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 capture date, could be misleading.  Both of these activities may be considered as offences under these Regulations.

LICENSING

10.1 Skyward Aerial grants the Client an exclusive licence to use the commissioned material as agreed in clause 9.1 in perpetuity from the date of delivery of the commissioned material from the Business to the Client or from the date that full payment has been received by the Business from the Client for the commissioned material, whichever is the later.

10.2 The Client agrees that Skyward Aerial may use the images and that Skyward Aerial may also licence the images to third parties without reference to the client.

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 Skyward Aerial in respect of the cancelled time.  No refund will be made for any chargeable preparation work already carried out.

11.2 The UAV and camera can weigh up to 7kg.  Whilst the UAVs have built in stabilising measures, they are flying platforms and subject to movement by the wind and will tilt whilst being held against the wind.  This may impact on the image quality, steadiness and the angle of the picture(s).  Skyward Aerial will endeavour to obtain the best quality pictures for the conditions.  However, the images and video are not guaranteed to be steady and of broadcast standards (for instance).

11.3 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.

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

11.5 The completion of work may be subject to alteration or cancellation due to cause or causes beyond the Business’ control. Certain requested shots from specific locations, directions and heights, quoted to be undertaken, may not be possible on the day for various operational reasons. In this case, the best possible alternative shot(s) will be supplied and these will be deemed to fulfil the contract.

11.6 Battery limitations mean that each flight will last a maximum of approximately 25 minutes but this can be reduced as a result of high winds.  This will normally generate up to 20 minutes of photographically usable flight time.  After this time, the UAV must descend for a battery change.

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

11.8 Skyward Aerial 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.

11.9 Whilst back-up copies of images are often kept, Skyward Aerial accepts no responsibility nor liability for maintaining archive copies photographic material after the work has been delivered to and accepted by the Client.

11.10 Skyward Aerial has all necessary insurances, including Public Liability Insurance, with an indemnity of up to 2.5 million GBP.

11.11 Skyward Aerial 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.

11.12 Skyward Aerial and its employees and 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:

11.12.1 Any negligence on the part of Skyward Aerial or its employees (except insofar as the same causes death or personal injury) or

11.2.2 Skyward Aerial’s performance off or failure to perform or breach of any of its express implied obligations under the contract.

11.13 The Client shall indemnify the Business against any liability whatsoever (including any liability based on the negligence of the Client) which it may insure resulting from any claim made against the Client by any third party.

11.14 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 of materials or any other cause or causes not within the Business’ direct control.

MODIFICATIONS TO SERVICES AND PRICES

12.1 Prices for Skyward Aerial’s products are subject to challenge without notice.

12.2 Skyward Aerial reserves the right at any time to modify or discontinue a service (or any part or content thereof) without notice at any time.

12.3 Skyward Aerial shall not be liable to the Client or to any their party for any modifications, price change, suspension or discontinuance of a service.

GENERAL CONDITIONS

13.1 No failure or delay on the part of Skyward Aerial 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 Skyward Aerial’s rights in the event of any further or additional breach or breaches.

13.2 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.

13.3 The contract shall be construed in accordance with UK law which shall be the proper law of the contract and the UK Court shall have sole jurisdiction in relation to the provisions contained in these Conditions.

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

13.5. Each and every obligation contained in the clause or sub-clause of these Conditions shall be related as s 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.

13.6 These Conditions are stipulated by Skyward Aerial on it’s own behalf and on behalf of all it’s employees and agents and apply for the protection of all its employees and agents as for Skyward Aerial.  The Client undertakes not to sue or make any claim whatever against any employee or agent of Skyward Aerial in respect of any alleged negligence or other default of that employee or agent in relation to the carrying out, failure to carry out or breach of any contract.

13.7 The Client acknowledges and agrees by placing orders with Skyward Aerial that:

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

13.7.2 There are clauses contained in these Conditions which exclude, limit or modify the liability of Skyward Aerial and it’s employees and agents.

13.8 The Client acknowledges that they have read this Agreement and both understands and agrees with Skyward Aerial regarding all of the Terms and Conditions.

OPERATING CONDITIONS

14.1 In accordance with CAA regulations it is a stipulation that Skyward Aerial must adhere to the conditions of its PfCO including but not limited to

14.1.1 To have control of the environment within a moving 50 metre zone from the UAV including any necessary permissions of landowners or other parties deemed affected by the operation.

14.1.2 Skyward Aerial is unable to operate directly over or within 150 metres of any group of people comprising of more than 1000 (one thousand).

14.1.3 Where an operation is in close proximity to certain classifications of air space additional permissions may be required which seek third party approval, the time to secure can not be guaranteed.

14.1.4 Certain areas of London or other high profile locations have an exclusion which prevents operation of UAV’s. In exceptional circumstances permissions can be obtained for these locations but this can not be guarantee and the Client will be made aware of any such issues.

14.1.5 The pilot must always be able to maintain a visual line of sight with the UAV.

14.1.6 The standard operating procedures do not allow flights above 400 feet above AGL.

14.1.7 The UAV cannot be flown beyond VLS as per clause 14.1.5 or 500 metres whichever is the lesser.

14.1.8 Certain forms of infrastructure (e.g. railways and roads) may require additional third party approvals to fly near or over them.

14.1.9 Skyward Aerial is certified to operate at night however a compulsory daylight site survey must be undertaken prior to the project.