1. DEFINITIONS

“Cloud Aerodrones”: Refers to Cloud Aerodrones Ltd, a company registered in the United Kingdom, under company number 15773866, with its registered office at Holly House, Copthorne Bank, England RH10 3JH. Cloud Aerodrones provides aerial videography, photography and other drone-related services, and operates under all applicable regulations, including those set by the Civil Aviation Authority (CAA).

“Client”: The individual or organisation commissioning aerial videography, photography, or other services from Cloud Aerodrones.

“Deliverables”: All products resulting from the Services, including videos, photos, data, and reports.

“Drone”: Any unmanned aerial vehicle (UAV) used by Cloud Aerodrones to perform the Services.

“Job”: Any assignment, project, or set of tasks, undertaken by Cloud Aerodrones on behalf of the Client, as detailed in the agreed scope of work.

“Media”: Footage, film, video, image, photo, raw photo, survey data, JPEG, .MOV, .MP4, .MP3, .CR3, DNG or .MPEG file captured by Cloud Aerodrones Ltd or its staff.

“Services”: All activities Cloud Aerodrones is contracted to perform for the Client, including but not limited to aerial filming, photography, surveys, inspections and post production.

“Standby”: The period during which Cloud Aerodrones Ltd’s personnel are present on-site but are not actively engaged in the execution of the services. This includes, but is not limited to, time spent waiting for instructions from the Client, or for unsuitable weather conditions to improve.

2. INTRODUCTION

2.1. Company: Cloud Aerodrones Ltd, trading as Cloud Aerodrones, pilots are Civil Aviation Authority (CAA) certified to fly drone within UK airspace. Our commitment is to provide our clients with exceptional drone services, adhering to CAA regulations, prioritising safety, and maintaining the highest industry standards.

2.2. Modifications of Terms: Cloud Aerodrones Ltd reserves the right to modify, alter, or otherwise update these Terms & Conditions at any time. We will notify clients of any changes by posting the revised terms and conditions on our website or through direct communication.

2.3. Acceptance of Terms: By engaging the services of Cloud Aerodrones, you agree to these Terms and Conditions.

3. SCOPE OF SERVICES

3.1. Service Delivery: Cloud Aerodrones will execute Services in accordance with the Operations Manual and any pre-agreed brief. Limitations may apply due to regulatory restrictions, safety concerns, or specific technical capabilities.

3.2. Customised Services: Clients may request additional services or modifications. Such changes may incur additional costs and require at least three business days’ notice.

3.3. Right of Refusal: Cloud Aerodrones reserves the right, at its sole discretion, to accept or decline any job, project or assignment, without the need to provide reasons for such a decision.

4. COSTS AND CHARGES

4.1 Travel Costs: Dependent upon location. If relevant these will be cleared with client prior to contractual acceptance

4.2. Additional Travel Costs: TThe Client shall be responsible for covering any additional travel-related costs (with the exception of subsistence) incurred during the provision of services. This includes, but is not limited to, congestion charges, Ultra Low Emission Zone (ULEZ) fees and toll charges. These charges are applicable for travel in both directions and will be added to the final invoice unless otherwise specified. If relevant these will be cleared with client prior to contractual acceptance.

4.3. Standby: In certain cases, a client may insist on the standby presence of our team on-site despite our professional assessment that weather conditions are unsatisfactory for drone operations. If, as a result, drone flights are not feasible and the job cannot proceed as initially planned, the agreed full charges for the job will still apply.

4.4. Weather: There are no costs or charges if unfavourable weather cancels the planned drone flight unless a client requests the team to be present on-site, on standby

5. QUOTATIONS AND BOOKING

5.1. Quotes: All quotes, costs, and financial commitments are based on the accuracy and validity of information provided by the client. We retain the right to renegotiate any contract, cost agreement, or commitment if the provided information is found to be inaccurate or invalid.

5.2. Quotation Validity: All quotations provided by Cloud Aerodrones are valid for 30 days from the date of issue.

5.3 Booking Confirmation: A booking is only confirmed when Cloud Aerodrones receives written agreement from the Client to commence work.

6. RESPONSIBILITIES

6.1. Client Responsibilities

6.1.1. Location Disclosure for Intended Aerial Operations: The Client shall provide Cloud Aerodrones precise details pertaining to the geographical location where the drone operations are intended to be conducted. This is a pre-requisite for conducting the obligatory airspace and landowner verifications in accordance with applicable regulations.

6.1.2. Timely Submission of Information for Airspace Authorisations: The Client is mandated to provide a minimum of 28 days advance notice for the purpose of obtaining necessary airspace authorisations. Should the Client fail to adhere to this stipulated notice period, Cloud Aerodrones shall not bear liability for any consequent delays or refusals in obtaining said airspace authorisations.

6.1.3. Notification of Specific Requirements and Access Permissions: : The Client is responsible for ensuring that Cloud Aerodrones has access to the site, including securing any required permissions from security or other relevant authorities. The Client must promptly inform Cloud Aerodrones of any specific requirements related to the aerial operations and ensure that all necessary permissions are in place to conduct the agreed-upon work at the specified date and time. Failure to do so may result in delays or cancellation of the scheduled services.

6.1.4. Site Safety and Hazard Mitigation: The Client must ensure that the site designated for aerial operations is free from hazards, obstructions, or any conditions that could endanger the safety of Cloud Aerodrones’s team or compromise the safe and lawful operation of the drone. The Client is responsible for taking all necessary measures to confirm that the site is safe for the agreed-upon activities.

6.1.5. Scheduling and Timing: The Client must provide Cloud Aerodrones with a specified time for arrival on site and a clear confirmation that the job is to proceed no later than 16:00 the day before the agreed-upon date for the services to be carried out.

For jobs scheduled on a Monday, notice must be provided by 16:00 on the preceding Friday. Failure to provide such notice grants Cloud Aerodrones the right to postpone the job until a new date and time can be mutually agreed upon.

If the job is cancelled by the client after the specified notice period (i.e., after 16:00 on the day before the job, or after 16:00 on the preceding Friday for a Monday job), a cancellation fee will be applied as per the agreed terms.

6.2. Cloud Aerodrones Responsibilities:

6.2.1.Adherence to Rules and Regulations: Cloud Aerodrones is committed to conducting all aerial operations in strict compliance with Civil Aviation Authority (CAA) regulations as well as the Rules of the Air. This ensures the highest level of safety and legality in all our aerial activities.

6.2.2. Article 241: Cloud Aerodrones will adhere to Article 241 of the Air Navigation Order which says that “A person must not recklessly or negligently cause or permit an aircraft to endanger any person or property.”

6.2.3 Preflight Planning: Cloud Aerodrones will carry out preflight checks to ensure that the airspace and working area is safe and legal for a drone to be operated. Cloud Aerodrones will inform the Client of any areas which require clearance to fly a drone.

7. CANCELLATION POLICY

7.1. Cancellation by Client: The Client may cancel without incurring a fee if the cancellation is due to adverse weather conditions or reasons beyond their control (For example, access to site, airspace restrictions). If a client chooses to cancel a booked job within 48 hours of the scheduled date without a valid reason (weather, regulatory etc), a 50% charge will be levied to compensate for the lost working day. If Cloud Aerodrones is already on-site and the Client cancels, a 100% fee will apply.

7.2. Adverse Weather: In the event of a cancellation due to adverse weather conditions, no cost will be incurred by the client.

7.3 Right to Amend or Cancel: Cloud Aerodrones reserves the right to change, amend, or cancel planned working days due to unforeseeable or uncontrollable circumstances including, but not limited to, adverse weather conditions, airspace restrictions, or emergencies. In such cases, alternative dates for completion of the work will be discussed and agreed with the Client.

7.4 Liability: Cloud Aerodrones shall not be held liable for any loss, delay, or costs incurred due to changes, amendments, or cancellations made under clause 7.3.

8. PAYMENT TERMS

8.1. Terms: Once a contract of agreement is signed a 50% deposit is required. Payment terms are set at seven (7) days from the date of invoicing, unless an agreement between Cloud Aerodrones Ltd and the Client is made in writing. Late payments will incur a charge of 10% of the total invoice per calendar month. Cloud Aerodrones are not yet VAT registered.

8.2. Invoicing: An invoice will be issued upon completion of the Services and delivery of the Deliverables. Payment is due within seven (7) days of the invoice date.

8.3. Late Payment: Failure to make payment within the stipulated period will result in a late fee equivalent to 10% of the outstanding amount for each week of delay.

9. LIABILITY AND INDEMNIFICATION

9.1. Indemnification: The Client agrees to indemnify and hold Cloud Aerodrones harmless against all liability, loss, damage, or injury to persons or property that may arise from the negligence or wilful misconduct of the Client. This indemnification shall include, but is not limited to, any legal fees, claims, costs, and expenses incurred by Cloud Aerodrones in connection with such liability, loss, damage, or injury.

9.2. Limitation of Liability: Limitation of Liability: Cloud Aerodrones Ltd’s total liability, whether in contract, tort, or otherwise, shall be limited to the amount paid by the Client for the specific job or services in question. Cloud Aerodrones Ltd shall not be liable for any indirect, special, incidental, or consequential damages, including but not limited to loss of profits, loss of data, or business interruption, even if advised of the possibility of such damages.

10. INTELLECTUAL PROPERTY

10.1. Copyright Ownership: All media provided, including but not limited to images and videos, are copyrighted and remain the exclusive property of Cloud Aerodrones Ltd., unless expressly agreed otherwise in writing.

10.2. Usage Rights: Upon receipt of the media, the Client is granted a non-exclusive, non-transferable licence to use the media for the specific purpose as expected or agreed upon between the Client and Cloud Aerodrones Ltd.

10.3. Media Usage and Intellectual Property Rights: Aerodrones Ltd during the provision of services, including but not limited to photographs, videos, and digital content, shall be the exclusive property of Cloud Aerodrones Ltd. Cloud Aerodrones Ltd reserves the right to use any such media for stock footage/images, editorial news, and promotional and marketing purposes, except where restricted by a Non-Disclosure Agreement (NDA) specifically agreed upon for certain media.

10.4. Scope and Sharing: The Client is permitted to use and share the media with third parties when it is within the agreed scope of the project. Sharing with third parties should be related to and necessary for the project’s objectives. The Client is expressly prohibited from actions outlined in the “Prohibited Uses” section, including but not limited to selling, licensing, or releasing media to the press.

10.5. Prohibited Uses:
a. Selling, licensing, or otherwise commercialising the media without prior written consent from Cloud Aerodrones Ltd.
b. Using the media in a manner that is defamatory, illegal, or that could harm the reputation of Cloud Aerodrones Ltd.
c. Releasing any media to the press or any media outlets for the purpose of news or current affairs without prior written consent from Cloud Aerodrones Ltd.

10.6. Indemnification: TThe Client agrees to indemnify and hold Cloud Aerodrones Ltd harmless from any claims, costs, or liabilities arising from their use of the media.

10.7. Termination of Usage Rights: Cloud Aerodrones Ltd reserves the right to terminate the Client’s usage rights for the media in the event of a breach of these terms and conditions.

10.8. Acceptance of Terms: The Client’s use of the media constitutes their acceptance of these terms and conditions.

11. CONFIDENTIALITY AND NON-DISCLOSURE

11.1. Protection of Confidential Information: Cloud Aerodrones is committed to maintaining the confidentiality of all proprietary or confidential information received from the Client. We shall take all reasonable precautions to ensure that such information is stored securely and disclosed only to authorised personnel within Cloud Aerodrones.

11.2. Non-Disclosure Agreements: While Cloud Aerodrones welcomes the use of Non-Disclosure Agreements (NDAs) to bolster mutual confidence in the confidentiality of shared information, the enactment of such an agreement is not a mandatory requirement for engagement with our services.

12. PROJECT DURATION AND DELIVERY

12.1. Time Estimates: Cloud Aerodrones will make every effort to meet project deadlines. However, any timeframes provided are estimates. In the event of delays, our liability is capped at the total project cost, minus expenses already incurred in line with the original quotation.

12.2. Client Availability: Any agreement specifying deadlines obliges the Client to be reasonably accessible for communication within a 48 hour period, excluding weekends and bank holidays. Cloud Aerodrones bears no responsibility for losses or damages stemming from late or inaccurate delivery.

12.3. Client Delays: If the Client causes delays in the project timeline or fails to provide necessary information or approvals, Cloud Aerodrones Ltd reserves the right to extend the project deadline and charge additional fees for any extra time or resources required to complete the Services.

13. SERVICES AND PRODUCTION

13.1. Scope: Services are carried out according to the approved quote. Modifications or extra filming days are subject to current, and agreed daily / project rates.

13.2. Filming Day: A standard full day of filming constitutes greater than 4 hours on-site or at a location, excluding travel but including breaks. Overtime may incur extra charges.

13.3. Access and Facilities: The Client is responsible for providing unhindered access to all required locations and personnel.

13.4. Health and Safety: Cloud Aerodrones prioritises safety and may withdraw personnel or equipment if conditions are deemed unsafe or if faced with hostile behaviour.

13.5. Safety and Pilot Discretion: The Pilot in Command reserves the right to cancel any flight if there is a risk of injury to persons or property, or if client demands are deemed unreasonable. In such cases, we will provide a full explanation and work with clients to follow a safe and acceptable alternative flight plan.

13.6. Quality Assurance: Cloud Aerodrones shall perform the Services to a professional standard and deliver high-quality Deliverables.

13.7. Pilot’s Final Decision: The feasibility and safety of each drone flight rests solely with the Pilot in Command, adhering to CAA regulations. The Pilot in Command has the final say regarding the flight of any drone under their command.

13.8. Liability for Directed Shots: : If the Pilot in Command is directed to execute shots that contradict our professional guidance, we cannot be held liable for the quality of those shots.

13.9. Client Direction and Modifications: Clients who wish to provide specific direction must do so in a clear and timely manner prior to the scheduled flight date. Any modifications to the planned flight operations should be discussed and agreed upon in advance to avoid any complications or refusals on the day of filming.

14. PRE-PRODUCTION REQUIREMENTS

14.1. Permissions: : The Client must secure all required permissions concerning performances, branding, copyrighted material, etc., for inclusion in the final deliverable.

14.2. Client-Provided Material: : Where the Client provides copyrighted material, they must have permissions from the original copyright owners. The Client will indemnify Cloud Aerodrones against any future claims related to this material.

14.3. Data Handling: Cloud Aerodrones is not responsible for loss or damage to any client-provided material used in the project. Clients are advised to keep backup copies of all such material.

15. DATA PROTECTION

15.1. GDPR: Cloud Aerodrones abides by the General Data Protection Regulation (GDPR) and the Data Protection Act of 2018 in the management of personal data.

15.2. Data Protection Compliance: Cloud Aerodrones Ltd is registered with the Information Commissioner’s Office (ICO), in compliance with the Data Protection Act and the General Data Protection Regulation (GDPR). This registration underscores our commitment to safeguarding the personal data we collect and process during the course of our business activities.

15.3. Data Retention: Cloud Aerodrones Ltd will retain project data, including media and client information, for a minimum period of five years months following the delivery of the final Deliverables, unless otherwise agreed in writing. After this period, Cloud Aerodrones Ltd reserves the right to securely delete or archive the data. If the Client requires extended data retention, additional fees may apply.

16. EMERGENCY AND SHORT-NOTICE ENGAGEMENTS

16.1. Rate Application: In circumstances where a specific rate has not been agreed upon prior to the engagement, Cloud Aerodrones will apply its standard half-day or full-day rate as appropriate.

16.2. Immediate Deployment: This clause is particularly pertinent for emergency situations requiring rapid drone deployment, where time constraints may preclude formal rate negotiations. This rate will be chargeable at either a half-day or full-day rate on a rolling basis.

17. GOVERNING LAW AND DISPUTE RESOLUTION

17.1. Governing Law: This agreement shall be governed by the laws of the United Kingdom.

17.2. Dispute Resolution: Any disputes arising shall first be attempted to be resolved through mediation. Failing that, legal proceedings shall be initiated in a court of competent jurisdiction within the United Kingdom.

17.3. Force Majeure: Cloud Aerodrones Ltd shall not be liable for any failure to perform its obligations under this agreement if such failure results from circumstances beyond its reasonable control, including but not limited to natural disasters, war, strikes, pandemics, government actions, or other similar events. In such cases, Cloud Aerodrones Ltd will make reasonable efforts to resume the Services as soon as possible.