Terms and Conditions
In these conditions, the following words shall have the following meaning:-
Company shall mean Ely Aviation Ltd, 10 Saint Thomas Place, Ely, Cambridge, CB7 4EX
"The Customer", "You", "Your", or variations thereof shall mean the person, firm or Company with whom Ely Aviation Ltd contracts.
"Goods" means the articles or things or service which are the subject matter of the Contract.
2. ORDER ACCEPTANCE POLICY
2.1.Ely Aviation Ltd reserves the right at any time to accept or refuse service and sales for any reason. Ely Aviation Ltd 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 Ely Aviation Ltd of an electronic or printed copy of an order form does not indicate Ely Aviation Ltd ’s acceptance of the purchaser’s order, neither does it constitute confirmation of Ely Aviation Ltd ’s offer to sell.
2.2. You acknowledge and agree that title and ownership of all ordered products shall remain with Ely Aviation Ltd until the full purchase price for the same has been satisfied to Ely Aviation Ltd.
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 Ely Aviation Ltd and to avoid errors. The brief may need to include, but is not limited to, full postal address with postcode, maps, site plans with boundaries and the North compass bearing clearly marked, Ordnance Survey Grid references (6-figure) and any other material required to accurately identify the site from the air.
3.2. The quotation and fee will be exclusive of all preparatory work, provision of any written documentation (eg. Method Statements and Risk Assessment where required) or permission required (e.g. by the Civil Aviation Authority, Air Traffic Control, Police and relevant landowners), travel and accommodation (where necessary) and post-production processing work (not normally included) and digital delivery of images. For UAV work, unless otherwise stated, the quotation will be for the amount of aerial photography reasonably achievable within one day.
3.3. The fee quoted will reflect the proposed uses of the images, as stated by the Client, for which Full Personal Reproduction Rights will be granted. A series of assignments are 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 Ely Aviation Ltd ’s sole discretion, and, unless otherwise agreed to in writing by Ely Aviation Ltd, full payment (including VAT if appropriate) is due in full two weeks before the first day of shooting, for projects booked more than six weeks in advance 30 calendar-day payment terms shall apply. For projects booked at short-notice (less than 2 weeks in advance) immediate payment shall apply. In the case of work being required by the client to be done in phases, Ely Aviation Ltd reserves the right to partially invoice at stages. Ely Aviation Ltd reserves the right to add statutory Late Payment Interest (Base Rate +10%) to overdue accounts [Late Payment of Commercial Debts (Interest) Act 1998].
5.1. If a site survey is needed prior to the quotation, the cost will be agreed and invoiced in advance. The Client must confirm in writing that it has permission to access the ground that will be used to take off and land.
6. CANCELLATION BY ELY AVIATION LTD
6.1 If Ely Aviation Ltd cannot fly due to adverse weather conditions or mechanical failure, and the photo-shoot cannot be rescheduled, Ely Aviation Ltd will refund all advance monies paid for that day. Costs incurred prior to the photo-shoot day such as paid-for Site visits and meetings are excluded and remain due for payment.
6.2 If Ely Aviation Ltd cannot fly due to reasons that only become evident once on site or for reasons that Ely Aviation Ltd was not advised of beforehand then the full cost will remain due for payment. Ely Aviation Ltd may, at its sole discretion, offer a discount on a reshoot should one be scheduled.
7. CANCELLATION BY YOU
7.1 Notice of cancellation by the Client must be received in writing by Ely Aviation Ltd and the Notice is not valid until confirmed in writing by Ely Aviation Ltd. Cancellation fees are payable according to the following schedule:
7.2 Ely Aviation shall have the right to charge cancellation fees based on a standard daily rate of £500 per day for planning work undertaken, or the entire fee for the project if cancelled within 48 hours of the agreed date, whichever is greater.
8. PERMISSION TO CONDUCT PHOTOGRAPHY
8.1 Flight permission is generally granted within a day or so, however, with UAV photography, 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 equipment.
9. PHOTOGRAPHIC MATERIAL SUPPLIED
9.1 Still photographic or video material will normally be shot on digital camera equipment and supplied as unedited RAW or low compression jpegs. Video material will normally be supplied as unedited content. As a minimum, you will need to put the video through stabilisation software during post-processing to obtain smooth footage. Images will be supplied on CD-ROM or DVD.
9.2 Retouching, digital manipulation and stitching of supplied images are available at an additional cost, when feasible. Whilst we will endeavour to provide an accurate colour rendition of the original scene, we cannot guarantee to match the colour perceived by the human eye. All original photographic material (i.e. negatives, high-resolution digital RAW/tiff files and/or Video) remains the property of Ely Aviation Ltd.
9.3 Reorders, reprints and enlargements etc. from the original material can be supplied on request. Reorders will be treated as an extension to this contract and should include Image Reference Numbers and are required in writing. A written quotation will then be supplied. Finished materials are normally dispatched within 10 working days of completion of the location work.
10. LEGAL REPRODUCTION RIGHTS, MORAL RIGHTS AND COPYRIGHT (COPYRIGHT, DESIGNS AND PATENTS ACT 1988) AND PROPERTY MISDESCRIPTIONS ACT 1991.
10.1 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 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 the promotion of goods for resale), for which an additional fee will need to be negotiated.
10.2 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 Ely Aviation Ltd. This will incur a negotiated Reproduction Fee.
10.3 Subject to Paragraphs 10.1 and 10.2, above, the following two exceptions do not need advance written permission from Ely Aviation Ltd:-
i. 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.
ii. Newspaper Editorial Content for a news item about the Client provided that the text "Photograph (C) Ely Aviation" 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 Ely Aviation Home Page (http://www.elyaviation.co.uk/)
10.4 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.
10.5.1 We grant You an exclusive licence to use the commissioned material as agreed in clause 10.1 for a period of 12 months from the date of delivery of the commissioned material from Us to You or from the date that full payment has been received by Us from You for the commissioned material, whichever is the later.
10.5.2 After the period of the licence as stated in Clause 10.5.1 has expired:
10.5.2.1 We grant You a non-exclusive licence to use the commissioned material in perpetuity and in agreement with Clauses 10.1, 10.2 and 10.3. and
10.5.2.2 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. No refund will be made for any chargeable preparation work already carried out.
11.2 The UAV and camera weigh approximately 4Kg. Whilst the UAV has build-in self-stabilising measures, it is a flying platform and is subject to movement by the wind and will tilt whilst being held against the wind. This will impact on the image quality, steadiness 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 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 Ely Aviation Ltd will always endeavour to complete its assignments by proposed completion dates. However, due to weather and other operational constraints, Ely Aviation Ltd 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 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
11.6 Battery limitations mean that each flight will last a maximum of approximately 8 minutes. This will normally generate up to 6 minutes of photographically usable flight time. After this time, the UAV must descend for a battery change.
11.7 The quality (e.g. exposure and sharpness) of photographs taken after sunset (which require the camera to be relatively still at the point of exposure) cannot be guaranteed and usually will not be attempted. 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, Ely Aviation Ltd 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 Ely Aviation Ltd will be limited to the total value of the contract with no liability accepted for indirect and/or consequential loss.
11.9 Ely Aviation Ltd 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 Whilst Ltd accepts no responsibility or liability for maintaining archive copies of photographic material after the work has been delivered to and accepted by the Client. copies of images are usually kept on the Ely Aviation back-up for a period of 1 week.
11.11 Ely Aviation Ltd has all necessary insurances, including Public Liability Insurance, with an indemnity of up to 5 million pounds.
11.12 Ely Aviation Ltd 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.
11.13 Ely Aviation Ltd 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:
11.13.1 Any negligence on the part of Us or Our employees (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 or 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.
12.7 These Conditions are stipulated by Us on Our own behalf and on behalf of all Our employees and agents and apply for the protection of all its employees and agents as for Us. The Customer undertakes not to sue or make any claim whatever against any employee or agent of Us 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.
12.8 The Customer acknowledges and agrees by placing orders with Us that:
12.8.1 This is a transaction into which both parties are freely entering.
12.8.2 There are clauses contained in these Conditions which exclude, limit or modify the liability of Us and Our employees and agents
12.9 All charges exclude VAT, which will be charged at the prevailing rate if applicable, and are subject to these Terms and Conditions
12.10 The Customer acknowledges that the Customer has read this Agreement and both understands and agrees with Us regarding all of the Terms and Conditions.
ELY AVIATION LTD ADDITIONAL TERMS AND CONDITIONS FOR AERIAL MAPPING SERVICES
1 Ely Aviation Ltd makes no express or implied warranty or representation concerning the Services, or their accuracy or completeness and therefore excludes all conditions, warranties and representations (express or implied), statutory or otherwise in respect of the Services deliverable under this Contract including any photogrammetric or geospatial accuracies and as such Ely Aviation Ltd cannot be held responsible for any results or surveys that are considered unsatisfactory
All flights are dependent upon suitable weather conditions and forecasting. The drones operated by Ely Aviation Ltd cannot fly in winds exceeding the limit set by the drone manufacturer. The drones cannot operate in rain or any cloud or mist that limits the pilot’s line of sight
In exceptional circumstances (such as where the surface of a surveyed area is too homogenous) Ely Aviation Ltd cannot guarantee the quality of photographs taken which may result in Ely Aviation Ltd being unable to completely fulfil or fulfil at all its obligations under the Contract. In these circumstances, save where the error has resulted from incomplete or inaccurate information being provided by the Customer, Ely Aviation Ltd will refund part or all of any deposit received and not accept any other liability. In any event the liability of Ely Aviation Ltd will be limited to the total value of the Contract with no liability accepted for indirect and / or consequential loss.