Terms & Conditions
Contract for Aerial Services
1 PERFORMANCE OF THE SERVICES
1.1 Time Flize Ltd will perform the Services as contractor for the Client in accordance with the Client’s brief as agreed under clause 2 and all applicable laws.
1.2 Time Flize Ltd will provide the Client with the Deliverables specified in the Particulars and Client’s brief as agreed under clause 2.
2 CLIENT BRIEF
2.1 The Client will provide Time Flize Ltd with a brief detailing the Services and Deliverables required as well as any other information, including but not limited to details of site access, property position and contact details.
2.2 The Client will provide the brief to Time Flize Ltd as soon as possible and no less than 1 week prior to the Date(s) for Services.
2.3 Time Flize Ltd relies on the Client to provide accurate and complete information. Any failure to provide accurate and complete information affecting the delivery of Services by Time Flize Ltd may result in a charge being made by Time Flize Ltd to cover time, associated travel costs and any other costs reasonably incurred by Time Flize Ltd such costs not exceeding the Fee.
2.4 The Client acknowledges Time Flize Ltd may require changes to the brief where these are necessary to enable Time Flize Ltd to provide the Services in accordance with the terms of its aerial licence issued by UK CAA in accordance with relevant laws, such as workplace health and safety laws. The Client agrees to accommodate these changes.
2.5 Where the Services are to be provided on a building or premises not owned or controlled by Time Flize Ltd, the Client will provide Time Flize Ltd with an orientation to the site and procedures relevant to the Services and Deliverables prior to the Date(s) for Services.
2.6 AIR and LOCATION LIMITATIONS
The Time Flize Ltd. is limited by the rules and guidelines governing the use of Remotely Piloted Aircraft Systems (“RPAS”) in the United Kingdom and the location(s) and site management. The Customer agrees to accept the results of their imposition on the Company.
The Customer is responsible for acquiring all permits and necessary permission for all locations on which Time Flize Ltd will be performing services.
3 AERIAL APPROVALS
3.1 Where UK CAA aerial approval is required, Time Flize Ltd will prepare and submit the application to UK CAA for an agreed fee within an agreed timeframe on receipt of the Fee for Aerial Approval from the Client.
3.2 Timeframes for UK CAA aerial application approval vary significantly and the Client acknowledges this may affect lead times. The Client must allow sufficient lead times for the UK CAA aerial approval process and Time Flize Ltd cannot be held responsible for delay caused by this process.
3.3 Time Flize Ltd will request details necessary to obtain such approvals from the Client and the Client must provide these to Time Flize Ltd as soon as possible. Time Flize Ltd relies on the accuracy of any information provided by or on behalf of the Client and cannot be held responsible for consequences of the Client providing inaccurate or incomplete information.
4 OTHER PERMISSIONS
4.1 The Client is responsible for obtaining any other permissions/approvals necessary to enable Time Flize Ltd to provide the Services and provide the Deliverables under this agreement.
4.2 Where the Client fails to obtain the permission, it will be liable for cancellation fees as set out below.
5 MODEL AND PROPERTY RELEASE FORMS
5.1 Unless specifically agreed in writing prior to the commencement of photography and cinematography services under this agreement, Time Flize Ltd will provide the Deliverables without obtaining model or property release forms.
5.2 It is solely the responsibility of the Client to obtain such permissions and to make the legal and moral decision whether to publish photographs which contain images of individuals where model release forms have not been obtained.
5.3 Time Flize Ltd accepts no liability in circumstances where supplied images are used by the Client without such a release and subsequent action is taken by individuals or companies against the Client. Should the Client require such permissions, Time Flize Ltd should be informed in writing prior to the Date(s) for Services.
5.4 In addition, Time Flize Ltd accepts no responsibility where images of trademarks/company logos are used by the Client to support other non-associated works.
6 DELIVERY DATE
6.1 All Deliverables will be delivered in the format agreed at the time of ordering by the Delivery Date specified in the Particulars, except where otherwise agreed.
6.2 The Delivery Date is subject to variation reasonably required to accommodate any changes to the Deliverables agreed between the parties.
7 CONFIDENTIALITY AND INTELLECTUAL PROPERTY RIGHTS
7.1 Subject to clause 7.2, Time Flize Ltd and the Client will protect the confidentiality of all information provided to each other under this agreement.
7.2 Time Flize Ltd may disclose information to its contractors for the purposes of performing the Services under this agreement.
7.3 Neither party will disclose any information provided to it by the other party unless the information is in the public domain or required to be provided by law.
7.4 Title to all Deliverables will pass to the Client on receipt of full and final payment of the Fee (and any other amounts payable to Time Flize Ltd under this agreement).
7.5 Unless otherwise agreed to in writing by the parties, all Intellectual Property Rights in or associated with the Deliverables and the Services will belong to and vest in, and are assigned to the Client on receipt of full and final payment of the Fee (and any other amounts payable to Time Flize Ltd under this agreement).
7.6 The Client hereby grants an irrevocable, royalty free licence to Time Flize Ltd and its nominees to use the Deliverables for the purposes of promoting Time Flize Ltd.’s business subject to any restrictions specified in the Particulars.
7.7 This clause will continue to apply after termination or expiry of this agreement without limit in point of time, but will cease to apply to confidential information which has come into the public domain otherwise than by a breach of this clause.
8 PAYMENT OF FEES AND EXPENSES
8.1 The Fee for the Services and Deliverables by Time Flize Ltd is set out in the Particulars.
8.2 The Fee is subject to variation to the brief requested by the Client and agreed to by Time Flize Ltd.
8.3 Except where expressly stated, fees are inclusive of expenses such as travel.
8.4 All prices quoted by Time Flize Ltd are exclusive of VAT.
9 PAYMENT TERMS
9.1 Except where otherwise agreed, the Client will pay the Fee to Time Flize Ltd via electronic funds transfer using either of the following payment options as specified in the Particulars:
9.1.1 Option 1: 30% of the Fee is to be paid no more than 21 business days prior to the first day of the Services with the balance of the Fee payable on delivery of Deliverables by Time Flize Ltd.
9.1.2 Option 2: 50% of the Fee is to be paid no more than 21 business days prior to the first day of first day of the Services with balance of the Fee payable within 28 days of presentation of Time Flize Ltd.’s invoice which will be issued on provision of Deliverables, unless otherwise agreed.
9.2 All other payments, fees and charges payable by the Client to Time Flize Ltd under this agreement will be payable to Time Flize Ltd on demand.
9.3 If the Client fails to pay an amount due under this agreement for more than 14 days after the due date, Time Flize Ltd. reserves the right to see legal remedy.
10 WORKPLACE HEALTH AND SAFETY
10.1 The Client will provide and maintain, so far as is practicable, an environment for Time Flize Ltd, its employees and members of the public that is safe and without risks to health.
10.2 The Client must itself, and must ensure that any of its contractors, at all times identify and take all necessary precautions for the health and safety of all persons, including Time Flize Ltd.’s employees and contractors.
10.3 The Client must comply with any Acts, regulations, by-laws, codes of practice and standards which are in any way applicable to workplace health and safety and the provision of any services in relation to the Services.
11 INDEMNITY AND LIMITATION OF LIABILITY
11.1 The Client must indemnify, keep indemnified and hold harmless Time Flize Ltd for all loss, damage (direct or indirect), liability or injury caused or contributed to either directly or indirectly by the Client or any person the Client is responsible for (including personnel and sub-contractors).
11.2 The Client must indemnify, keep indemnified and hold harmless Time Flize Ltd from and against all claims, damages, loss and expenses arising out of or in connection with the Client’s breach of this agreement or any negligence, reckless or wilful act or omission by the Client or any person the Client is responsible for.
11.3 Time Flize Ltd will not be liable for any misrepresentation that may occur as a result of any editing or manipulation of images carried out by Time Flize Ltd in accordance with this agreement.
11.4 Time Flize Ltd.’s liability to the Client is limited to the value of the agreed Fee.
11.5 Neither party will be liable for consequential, special, indirect, exemplary or punitive liabilities in relation to a breach of this agreement or event, fact, matter or circumstance.
11.6 In the unlikely event that digital files have been lost, stolen, or destroyed for reasons beyond the Company’s control, including but not limited to camera, hard drive, or equipment malfunction, the Company’s liability is limited to the return of all payments received for the Services.
12 WEATHER CONDITIONS (PLEASE REFER TO THE SPECIFIC TERMS APPLICABLE TO WEDDINGS AT CLAUSE 14)
12.1 The Client acknowledges that Time Flize Ltd may be unable to provide the Services and operate its aerial equipment in certain weather conditions.
12.2 Time Flize Ltd will be unable to provide the Services on the Date(s) for Services if:
12.2.1 Time Flize Ltd.’s Pilot deems that it is unsafe to fly due to prevailing weather conditions; or
12.2.2 the Client or its representatives directs Time Flize Ltd that the weather conditions are not suitable for the Deliverables.
12.3 Time Flize Ltd will endeavour to arrange to provide the Services as soon as possible after the agreed Date(s) for Services where possible.
12.4 Should work be interrupted by a change in weather conditions, Time Flize Ltd will arrange a further site visit to carry out the Services where possible.
12.5 The Client will be liable for any costs incurred by Time Flize Ltd and its contractors as a result of re-scheduling the Services.
12.6 Where it is not possible to re-schedule the Services due to the Client’s requirements, normal cancellation rates (see clause 14) will apply.
12.7 Time Flize Ltd is not responsible for delay or failure to provide the Services due to the prevailing weather conditions and cannot be held liable where this results in loss or damage to the Client.
13 FORCE MAJEURE
13.1 Neither party shall be liable for any delay or failure to perform its obligations pursuant to this agreement if such delay or failure is due to force majeure. If a delay or failure is anticipated due to force majeure, the performance of a party’s obligations will be suspended.
14 CANCELLATION AND TERMINATION
14.1 The Client may cancel the Services prior to the Date(s) for Services at any time by giving written notice to Time Flize Ltd.
14.2 The Client agrees to provide Time Flize Ltd with as much notice as reasonably practicable.
14.3 The Client will be liable for the following to be paid in full within 30 days of presentation of Time Flize Ltd.’s invoice:
14.3.1 where the Client cancels the Services within 8 hours of the Date(s) for Services – 100% of agreed price;
14.3.2 where the Client cancels the Services between 8-48 hours of the Date(s) for Services – 50% of agreed price;
14.3.3 where the Client cancels the Services between 48-96 hours of the Date(s) for Services – 30% of agreed price ; or
14.3.4 where the Client cancels the Services more than 5 days prior to the Date(s) for Services – 10% of agreed price .
14.4 All other amounts due to Time Flize Ltd under this agreement will be payable within 30 days of presentation of Time Flize Ltd.’s invoice unless otherwise agreed.
14.5 Any other monies paid by the Client in advance will be refunded by Time Flize Ltd to the Client within 30 days.
14.6 Time Flize Ltd may terminate this agreement by giving reasonable notice in writing to the Client if:
14.6.1 the Client directs Time Flize Ltd to provide the Services in a manner contrary to the conditions of Time Flize Ltd.’s aerial licence and any applicable laws;
14.6.2 the Client directs Time Flize Ltd to provide the Services in a way that creates an unreasonable risk to the health and safety of Time Flize Ltd personnel and its contractors or Time Flize Ltd equipment; or
14.6.3 the Client otherwise places unreasonable demands on Time Flize Ltd in the delivery of the Services.
14.7 The Client will be liable for any costs incurred by Time Flize Ltd prior to cancellation under clause 14.6 such amount not exceeding 50% of the Fee.
Weddings: Specific terms re cancellation:
14.8 Time Flize Ltd understands that a wedding (in most cases) cannot be rescheduled to an alternative date on account of weather.
14.9 Time Flize Ltd. will attempt to make contact with the nominated contact as provided by the Client to confirm the weather forecast for the relevant date / location 24 hours ahead of the relevant date.
14.10 In the case of an unfavourable forecast, the Client will have the opportunity to cancel the requirement for Time Flize Ltd. to attend to venue for the purposes of providing the agreed services.
14.11 If the Client does so cancel the agreement, Time Flize Ltd. will retain 10% of the total agreed payment – any excess already paid to Time Flize Ltd. by deposit will be refunded.
14.12 If the Client requires Time Flize Ltd. to attend the venue as originally agreed, and the weather prohibits flight to occur, the Client will be liable for the full cost of the agreed serve as if flight had occurred.
14.13 Time Flize Ltd. can only take off / land / fly with the land owner / property owners permission. The Client is responsible for obtaining relevant permissions to allow Time Flize Ltd. to operate at the chosen venue (as per Clause 2.7)
14.14 If the venue / property owner rescinds any previously granted permission to take off / fly / land after travel to the site has begun, the Client will be liable for the full cost of the agreed serve as if flight had occurred.
14.15 Time Flize Ltd relies on the Client to provide accurate and complete information. Any failure to provide accurate and complete information affecting the delivery of Services by Time Flize Ltd may result in a charge being made by Time Flize Ltd to cover time, associated travel costs and any other costs reasonably incurred by Time Flize Ltd such costs not exceeding the Fee.
15 PUBLIC LIABILITY INSURANCE
15.1 Time Flize Ltd holds public liability insurance (£5 million) which covers all aspects of the Services. A copy of this insurance policy is available to inspect by the Client upon request.
16 WARRANTIES BY TIME FLIZE LTD
16.1 Time Flize Ltd warrants that:
16.1.1 it holds a valid UK CAA aerial licence authorising the use of unmanned aerial vehicles required to carry out the Services under this agreement; and
16.1.2 its pilots are authorised to operate this equipment are authorised to do so under Time Flize Ltd.’s aerial licence and insurance.
17.1 This agreement is subject to any special conditions in the Particulars. If there is an inconsistency between a special condition and another provision of this agreement, the special condition prevails.
17.2 This agreement will be read subject to any applicable laws and regulations.
17.3 All prior representations, warranties, arrangements, understandings and agreements concerning the subject matter of this agreement are superseded.
17.4 Any variations or assignments by the Client to this agreement will not be enforceable unless they are made in writing, prior to the variation or assignment and signed by both parties. Time Flize Ltd may assign its rights by written notice to the Client.
17.5 Time Flize Ltd may delegate and/or assign all or any of its rights or obligations under this agreement to a third party.
17.6 This Contract shall be governed by and interpreted in accordance with the laws of England/ England and Wales/ Scotland/ Northern Ireland / Eire as applicable.
Each Party agrees to submit to the exclusive jurisdiction of the Courts of England/ England and Wales/ Scotland/ Northern Ireland / Eire as applicable.
17.7 A waiver by Time Flize Ltd in respect of any breach of a condition or provision of this agreement shall not be deemed to be a waiver in respect of any other or any subsequent breach.
18.1 “UK CAA” means the United Kingdom Civil Aviation Authority.
18.2 “Date(s) for Services” means the agreed date(s) for Time Flize Ltd to provide the Services set out in the Particulars.
18.3 “Deliverables” means any tangible results of the Services produced or generated by Time Flize Ltd including photographs, negatives, prints and literary works produced or generated by the Time Flize Ltd in the course of providing the Services.
18.4 “Delivery Date” means the agreed date for Time Flize Ltd to provide the Deliverables to the Client set out in the Particulars.
18.5 “Fee” means the fee for the Services and Deliverables set out in the Particulars.
18.6 “Fee for Aerial Approval” means the fee (if any) set out in the Particulars which the Client agrees to pay for Time Flize Ltd to obtain aerial approval from UK CAA.
18.7 “Intellectual Property Rights” includes all copyright and neighbouring rights including all rights in relation to inventions (including patent rights), registered and unregistered trademarks and registered designs.
18.9 “Services” means all services to be performed by Time Flize Ltd under this agreement.