OUR TERMS AND CONDITIONS FOR BOOKING DRONE & IMAGERY WORK Feb 2020
In these conditions the following words shall have the following meaning:-
"www.neil-james.co.uk", "Neil James Media", "Neil James", "Company", "Neil-James", "Neil James Drone Photos & Videos" "Neil James Aerial Photos & Videos", "Neil James Drone Photos and Videos", "Us", "We", "Our", or variations thereof shall mean Neil James Garrod of Neil James Media.
"The Customer", "You", "Your", "Hirer" or variations thereof means the person, firm or Company with whom we contract with.
"Goods", "Imagery" means the articles or things or service which are the subject matter of the Contract.
"UAS" Unmanned Aircraft System (drone or quadcopter). "CAA" Civil Aviation Authority. "PfCO" Permission for Commercial Operation. " OA" Operational Authorisation.
"NOTAM" Notice To Airmen. A written notification issued to pilots before a flight, advising them of circumstances relating to the state of flying in specific areas.
2. ORDER ACCEPTANCE POLICY
2.1. We reserve the right at any time to accept or refuse service and sales for any reason. We reserve the right to require additional verifications or information from the purchaser before accepting any order or providing services. You agree that the receipt by Neil James Media of an electronic or printed copy of an order form does not indicate Neil James Media acceptance of the purchaser’s order, neither does it constitute confirmation of Neil James Media offer to sell.
2.2. You acknowledge and agree that title and ownership of all ordered products shall remain with Neil James Media until the full purchase price for the same has been satisfied to Neil James Media.
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 imagery capture objectives are well defined for both the Client and Neil James Media 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 inclusive of all preparatory work, provision of any written documentation (eg. Risk Assessment where required) or permission required (e.g. by the CAA, 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 UAS work, unless otherwise stated, the quotation will be for the amount of Drone imagery 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 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 Neil James Media’ sole discretion, and, unless otherwise agreed to in writing by Neil James Media, full / balance payment (including VAT) is due in full before the first day of shooting.
4.2 Deposit: you agree to our deposit fee which is payable in advance to secure the booking date and covers the administration cost as a reservation booking fee. The deposit must be received by the date given on the booking form to guarantee availability. The deposit amount is deducted from the total payable and is non-returnable if you cancel the booking. Also see 7 & 11 below.
4.3 In the case of work being required by the client to be done in phases, Neil James Media reserves the Right to partially invoice at stages. Neil James Media reserves the right to add statutory Late Payment Interest (Base Rate + 8%) 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 NEIL JAMES MEDIA
6.1 If Neil James Media cannot fly due to adverse weather conditions or UAS failure, and the photoshoot cannot be rescheduled, Neil James Media will refund all advance monies paid for that day. Costs incurred prior to the photoshoot day such as paid-for Site visits and meetings are excluded and remain due for payment.
6.2 If Neil James Media cannot fly due to reasons that only become evident once on site or for reasons that Neil James Media was not advised of beforehand then the full cost will remain due for payment. Neil James Media 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 Neil James Media and the Notice is not valid until confirmed in writing by Neil James Media. Cancellation fees are payable according to the following schedule:
7.1.1 Prior to any or all payment being paid – Nil.
7.1.2 Following payment and more than 2 (two) days’ notice – 50% of the agreed fee less any payment already made.
7.1.3 Following payment and 2 (two) days or less notice – 100% of the agreed fee less any payment already made.
7.2 Notwithstanding the above schedule, if any costs have been incurred by Neil James Media following written instruction from you (for example, but not limited to an agreed Site Survey cost) these costs will remain due for payment in full.
8. PERMISSION TO CONDUCT IMAGERY CAPTURE
8.1 When required flight permission is generally granted within a day or so, however with UAS imagery capture, permission from the 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 UAS equipment and able to work to our PfCO, Operations Manual & Risk Assessments.
9. IMAGERY MATERIAL SUPPLIED
9.1 The images may be cropped, edited for colour balance, basic sharpening and, as necessary, corrected for geometry. Images will be supplied as high resolution JPEG format on a download link within 10 working days of imagery capture.
9.2 Video material will normally be supplied as unedited on a download link within 10 working days of imagery capture. You may need to put the video through editing and stabilisation software during post-processing to obtain smooth footage and correct lighting.
9.3 Retouching, digital manipulation and stitching of supplied images is 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 imagery material (i.e. high-resolution digital RAW/ DNG/ JPEG files and/or Video) remains the property of Neil James Media.
9.4 Reorders, reprints and enlargements etc. from the original material can be supplied on request or through the website Art Store. 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 15 working days of order completion.
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 promotion on goods for resale), for which an additional fee may 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 Neil James Media. This may 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 Neil James Media:-
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 " Imagery (C) www.neil-james.co.uk " 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 Neil James Media' Home Page http://www.neil-james.co.uk/
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 imagery, a successful outcome depends upon suitable weather conditions. A decision to capture imagery 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 Neil James Media in respect of the cancelled time. No refund will be made for any chargeable preparation work already carried out.
11.2 The UAS and camera weigh approximately 4Kg. Whilst the UAS has built-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 Neil James Media will always endeavour to complete its assignments by proposed completion dates. However, due to weather and other operational constraints, Neil James Media 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 22 minutes. This will normally generate up to 15 minutes of usable flight time to capture. After this time, the UAS must descend for a battery change.
11.7 The quality (e.g. exposure and sharpness) of imagery 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, Neil James Media 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 Neil James Media will be limited to the total value of the contract with no liability accepted for indirect and/or consequential loss.
11.9 Neil James Media 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, NOTAMs, Air Traffic Control, CAA, Police or similar authorities and governing bodies.
11.10 Whilst back-up copies of images are usually kept, Neil James Media accepts no responsibility nor liability for maintaining archive copies of images and captured material after the work has been delivered to and accepted by the Client.
11.11 Neil James Media has all necessary insurances, including Public Liability Insurance, with an indemnity of up to 1 million pounds as standard. This can be changed up to 10 million pounds for specific jobs, please let us know at time of quoting and we will add this in.
11.12 Neil James Media 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 Us or Our employees (except insofar as the same causes death or personal injury) or
11.12.2 Our performance of or failure to perform or breach of any of its express implied obligations under the Contract.
11.13 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.
11.14 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 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.
12.7 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