Terms & Conditions
© URBAN AIR PRO 2019
In these Conditions, the following definitions apply:
Business Day:a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Conditions:the terms and conditions set out in this document as amended from time to time in accordance with clause 12.6
Contract:the contract between the Supplier and the Client for the sale and purchase of the services in accordance with these Conditions.
Client:the person, company or organisation who purchases the services from the Supplier.
Force Majeure Event:has the meaning given in clause 11.
Services:the services (or any part of them) set out in either a client Order or detailed in the Supplier’s quotation.
Order:the Client’s order for the Services, as set out in either the Client’s formal purchase order, OR in the Client’s written acceptance of the Supplier's quotation.
Copyright:copyright to all original information and material, graphics, treatments, video and audio
Supplier:Urban Air Pro Ltd, The Apex, 2 Sheriffs Orchard, Coventry, CV1 3PP (registered in England and Wales with company number 11554792).
In these Conditions, the following rules apply:
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b) A reference to a party includes its personal representatives, successors or permitted assigns.
(c) A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
(d) Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
(e) A reference to writing or written includes faxes and emails.
2. Basis of a Contract
2.1 These Conditions apply to the Contract 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.
2.2 The Order constitutes an offer by the Client to purchase the Services in accordance with these Conditions. The Client is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.
2.3 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence.
2.4 The Contract constitutes the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.
2.5 Any demonstrations, descriptive matter, or advertising produced by the Supplier and any descriptions, videos, photos or illustrations contained in the Supplier's brochures or websites are produced for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
2.6 A quotation for the Services given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 30 Business Days from its date of issue, or as otherwise agreed in writing by the Supplier.
3. Delivery of Services
3.1 The Services are as described in the quotation supplied to the Client.
3.2 The Supplier reserves the right to amend the specification of the Services if required by any applicable statutory or regulatory requirements, such as an instruction from the Civil Aviation Authority, Air Traffic Control or the Police. (Not exhaustive)
3.3 The Supplier shall not be liable for any delay in delivery of the Services that is caused by a Force Majeure Event or the Client’s failure to provide the Supplier with adequate instructions that are relevant to the supply of the Services. The nature of the industry in relation to the effects weather has on the ability to fly means the Client accepts that such delays can occur. The Supplier takes a pragmatic view in relation to booking deposits. Where a delay in the delivery of Services is due to the weather, the booking shall be transferred to a new date at no additional cost to the Client.
3.4 The Supplier shall have no liability for any failure to deliver the Services to the extent that such failure is caused by a Force Majeure Event or the Client’s failure to provide the Supplier with adequate instructions or notice that are relevant to the supply of the Services. Where a booking deposit has been paid to secure a specific date(s), the return of the non-refundable deposit will be at the sole discretion of the Supplier.
3.5 If the Client cancels the Order for Services any booking deposit already paid will be non-refundable.
3.6 If the Client cancels the Order for Services giving less than ten ‘Business Days’ notice to the Supplier, the Supplier reserves the right to charge a cancellation fee of £450 plus VAT. The Supplier may waive this charge should a new date be mutually agreed at the time.
3.7 The Supplier warrants that on delivery of the Services they shall:
(a) conform in all material respects with the description as set out in the Supplier’s quotation and are provided to the best of the ability of the Supplier and in consideration of any mitigating circumstances, including, but not limited to, the weather.
(b) ensure that a detailed risk assessment is carried out and documented prior to the delivery of the Services.
(c) ensure attending pilots have the relevant and up to date permissions of the Civil Aviation Authority.
3.8 Where applicable, the Client accepts that the duration of the edited final cut will be subject to the amount and quality of available footage. All stated final cut durations communicated in the Suppliers quotation are approximate and are not binding in any way.
3.9 For the avoidance of doubt Copyright is owned by the first legal owner, the photographer or videographer, in this case the Supplier and/or the Client who has paid for the work to be created, the latter applying only to the edited final cut produced by the Supplier for the Client. Where the Supplier is commissioned to provide its Services, the Client acknowledges the Suppliers right to use or reference any content of the project, in part of in full, for the purpose of promoting its services. An example being, but not limited to, the inclusion of a clip within a showreel or presentation on the Suppliers website. For productions commissioned by the Supplier, the Supplier assigns joint copyright and ownership to the Client. Where a Client requires full ownership and restricted, absolute Copyright of all recorded material, including unused rushes, this is to be costed and agreed in writing by the parties prior to the commencement of the production.
3.10 The Client agrees to obtain all relevant video/audio/image permissions from requested venues and is responsible for any fees associated with shooting at the location(s).
4. Price, Payment & Bookings
4.1 The price of the Services shall be the price set out in both the quotation and the Order and is exclusive of value added tax. 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 the supply of the Services. For the avoidance of doubt, music is not included in the Supplier quote, for which there may be a charge or royalty required, depending on the Client’s selection or preference.
4.2 Where the Client wishes to secure a future specific date(s), a non-refundable booking fee of £200 per day, plus VAT is payable.
4.3 The Supplier may, by giving notice to the Client at any time before and during the delivery of Services, increase the price of the Services to reflect any increase in the cost of the Services that is due to:
(a) any factor beyond the Supplier's control (including foreign exchange fluctuations, increases in taxes and duties, expected increases in pilot airtime due to unforeseen circumstances, issues with Client supplied video content that requires rectification before it can be processed, unforeseen expenses such as overnight accommodation due to the Client changing the day of filming etc. Not exhaustive);
(b) any request by the Client to change the delivery date(s) of Services ordered,
(c) any delay caused by any instructions of the Client or failure of the Client to give the Supplier adequate or accurate information or instructions.
d) any other reasonable expense required or incurred in the fulfilment of the Contract, to include but not limited to, payments for music, voiceover and location fees.
4.4 The price of the Services is inclusive of all costs and expenses as specified in the Suppliers quotation and includes two Client requested amends to the final edit. Further amends beyond the scope of the brief will be chargeable.
4.5 A deposit prior to the commencement of any works may be required, to be agreed between the parties.
4.6 Where editing of two or more hours of footage is expected or likely, or the duration of the project is over a number of weeks, months or years, the Supplier reserves the right to invoice the Client in stages quoting the original purchase order number each time. All payments received will be placed on account in respect to the original purchase order received.
4.7 Upon approval of the final edit, the Client shall pay any outstanding amounts in full and in cleared funds within 5 Business Days of the completion of the Order or date of the final invoice. Payment shall be made to the bank account nominated in writing by the Supplier.
4.8 Upon settlement of the full invoice the Supplier will make available the high-resolution final edit in the format agreed with Client. Amends for whatever reason after sign-off and release of the final edit are chargeable.
4.9 If the Client fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Client shall pay interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount.
4.10 The Client shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Client against any amount payable by the Supplier to the Client.
4.11 Title to the Services supplied, namely processed imagery, shall remain with the Supplier until the Supplier has received payment of the full price (in cash of cleared funds) of (a) all Services and (b) all other services and/or services supplied by the Supplier to the Client under any contract whatsoever. Payment of the full price shall include, without limitation, the amount of any interest or other sum payable under the terms of this and all other contracts between the parties.
4.12 If before title to the Services passes to the Client the Client becomes subject to any of the events listed in clause 6.2, then, without limiting any other right or remedy the Supplier will be entitled to keep, use or destroy the processed imagery as it sees fit.
5. Data Protection & GDPR
5.1 The Client acknowledges and agrees that the Supplier may act as both the Data Controller and Data Processor in respect of all Personal Data processed pursuant to the Contract.
5.2 The Supplier warrants and represents that it shall process Personal Data only for the purpose of performing the Supplier's obligations under the Contract and based on documented instructions the Client may give to the Supplier from time to time and in compliance with the Data Protection Laws.
5.3 Where the Supplier uses a third party in any respect of the fulfilment of an Order, the Supplier warrants to use all reasonable steps to ensure that such parties are fully compliant with the Data Protection Act and GDPR.
6.1 If the Client becomes subject to any of the events listed in clause 6.2, the Supplier may terminate the Contract with immediate effect.
6.2 For the purposes of clause 6.1, the relevant events are:
(a) the Client suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) 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;
(b) the Client 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 other than (where the Client is a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Client with one or more other companies or the solvent reconstruction of the Client;
(c) (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Client, other than for the sole purpose of a scheme for a solvent amalgamation of the Client with one or more other companies or the solvent reconstruction of the Client;
(d) (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Client;
(e) (being a company) the holder of a qualifying floating charge over the Client’s assets has become entitled to appoint or has appointed an administrative receiver;
(f) a person becomes entitled to appoint a receiver over the Client’s assets or a receiver is appointed over the Client’s assets;
(g) (being an individual) the Client is the subject of a bankruptcy petition or order;
(h) a creditor or encumbrancer of the Client 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;
(i) any event occurs, or proceeding is taken, with respect to the Client in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 6.2(a) to clause 6.2(f) (inclusive);
(j) the Client suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business;
(k) the Client’s financial position deteriorates to such an extent that in the Supplier's opinion the Client’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and
(l) (being an individual) the Client dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
6.3 Without limiting its other rights or remedies, the Supplier may suspend provision of the Services under the Contract or any other contract between the Client and the Supplier if the Client becomes subject to any of the events listed in clause 6.2(a) to clause 6.2(l), or the Supplier reasonably believes that the Client is about to become subject to any of them, or if the Client fails to pay any amount due under this Contract on the due date for payment.
6.4 On termination of the Contract for any reason the Client shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest.
6.5 Termination of the Contract, however arising, shall not affect any of the parties' rights, remedies, obligations and liabilities that have accrued as at termination.
6.6 Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
7. Limitation of Liability
7.1 Nothing in these Conditions shall limit or exclude the Supplier's liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Services Act 1979; or
(d) defective products under the Consumer Protection Act 1987;
7.2 Subject to clause 7.1:
(a) the Supplier shall under no circumstances whatever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
(b) the Supplier shall under no circumstances whatever be liable to the Client where the Services differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
(c) the Supplier's total liability to the Client in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 100% of the price of the Services.
7.3 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 and other professional costs and expenses) suffered or incurred by the Supplier 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 use of content supplied by the Client. This clause 7.3 shall survive termination of the Contract.
7.4 The Supplier shall be under no liability whatsoever to conclude any provision of the contract due to any reason beyond its control including, but not limited to, an act of God, change of legislation, war, fire, flood, drought, failure of power supply, lock-out, strike or other action taken by suppliers or owing to any inability to procure materials required for the performance of the Contract.
7.5 The terms implied by sections 13 to 15 of the Sale of Services Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
8. Force Majeure
Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.
9.1 Assignment and other dealings
(a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
(b) The Client may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or email.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 9.2(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or email, one Business Day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
(a) If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under
9.5 Third party rights
A person who is not a party to the Contract shall not have any rights to enforce its terms.
Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by the Supplier.
9.7 Governing law
The Contract, 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.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).
© URBAN AIR PRO 2019