TERMS AND CONDITIONS - USE OF SERVICE

Terms of Use Agreement Last revised on July 16, 2016

Welcome to quote4Drones.com (the "Site"), the service for introducing potential purchasers of drone services to operators of drones (the "Service"). The Site is operated nettelecom communications Services Limited., (the "Company"). By accessing the Site, including through a mobile application, you agree to be bound by these Terms of Use (this "Agreement").

You should also read our Privacy Policy, which is incorporated by reference into this Agreement and available on the Site. If you do not accept and agree to be bound by all of the terms of this Agreement, including the Privacy Policy, do not use the Site.

Please contact us with any questions regarding this Agreement.

1. Acceptance of Terms of Use Agreement.

This Agreement is an electronic contract that establishes the legally binding terms you must accept to use the Site. By accessing the Site, you accept this Agreement and agree to the terms, conditions and notices contained or referenced herein and consent to have this Agreement and all notices provided to you in electronic form. Please print a copy of this Agreement for your records. This Agreement may be modified by the Company from time to time, such modifications to be effective upon posting by the Company on the Site. By using the Site, you consent to receive this Agreement in electronic form by using the Service. To withdraw this consent, you must cease using the Service and terminate your account. Eligibility. You must be at least 18 years of age to access and use the Site. Any use of the Site is void where prohibited. By accessing and using the Site, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement. Using the Site may be prohibited or restricted in certain countries. If you use the Site, you are responsible for complying with the laws and regulations of the territory from which you access or use the Site or Service.

2. Use of the Site.

At no cost to you, you may use this Site to search for vendors who may be willing to provide you with drone services. In order to identify a drone service provider who may be able to provide services to you, you will need to provide the Company with information, such as your name, your e-mail address, your zip code and a description of the services for which you require a drone. Any contractual relationship relating to the provision of drone services is between you and the vendor of such services. Your use of the Site and Service must comply with all applicable laws and regulations. You agree that the Company may access, preserve and disclose your information if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary, such as to: (i) comply with legal process; (ii) enforce this Agreement; (iii) respond to your requests for customer service or allow you to use the Site in the future; or (iv) protect the rights, property or personal safety of the Company or any other person. Non-commercial Use of the Service. You may not use the Service to (i) develop a database of drone service providers, or (ii) advertise or solicit any drone service provider to buy any products or services from you. The Company may investigate and take any available legal action in response to illegal and/or unauthorized uses of the Site, including collecting names and/or information of drone service providers for the purpose of sending unsolicited mail or email and unauthorized framing of or linking to the Site.

3. Your Interactions with providers of drone services.

YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH DRONE SERVICE PROVIDERS. YOU UNDERSTAND THAT THE COMPANY CURRENTLY DOES NOT CONDUCT CHECKS OR SCREENINGS OF CERTIFICATIONS, INSURANCE COVERAGES OR THE QUALITY OF SERVICE PROVIDED BY SUCH DRONE SERVICE PROVIDERS. The Company is not responsible for the conduct of any drone service provider. As noted in and without limiting Sections 11 and 13 below, in no event shall the Company or its affiliates be liable (directly or indirectly) for any losses or damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the conduct of you or anyone else in connection with the use of the Site or Service including, without limitation, death, bodily injury, and/or any other damages resulting from your engagement of a vendor of drone services.

4. Proprietary Rights.

The Company owns and retains all proprietary rights in the Site and the Service, and in all content, trademarks, trade names, service marks and other intellectual property rights related thereto. The Site contains the copyrighted material, trademarks, and other proprietary information of the Company and its licensors. You agree to not copy, modify, transmit, create any derivative works from, make use of, or reproduce in any way any copyrighted material, trademarks, trade names, service marks, or other intellectual property or proprietary information accessible on the Site or through the Service, without first obtaining the prior written consent of the Company or, if such property is not owned by the Company, the owner of such intellectual property or proprietary rights. You agree to not remove, obscure or otherwise alter any proprietary notices appearing on any content, including copyright, trademark and other intellectual property notices.

5. Prohibited Activities.

The Company reserves the right to investigate and/or terminate your membership if you have misused the Service or behaved in a way the Company regards as inappropriate or unlawful. The following is a partial list of the type of actions that you may not engage in with respect to the Service. You will not: impersonate any person or entity. use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, "data mine", or in any way reproduce or circumvent the navigational structure or presentation of the Site, Service or its contents. collect information of vendors by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the Site. interfere with or disrupt the Service or the Site or the servers or networks connected to the Service or the Site. email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted to or through the Site or Service (either directly or indirectly through use of third party software). "frame" or "mirror" any part of the Service or the Site, without the Company's prior written authorization. use meta tags or code or other devices containing any reference to the Company, the Site or the Service (or any trademark, trade name, service mark, logo or slogan of the Company) to direct any person to any other Site for any purpose. modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Service or the Site or any software used on or for the Service or the Site, or cause others to do so. post, use, transmit or distribute, directly or indirectly, (e.g. screen scrape) in any manner or media any content or information obtained from the Site or the Service other than solely in connection with your use of the Service in accordance with this Agreement.

6. Customer Service.

The Company provides assistance and guidance through its customer care representatives. Telephone calls between you and our customer care representatives may be recorded for quality assurance purposes.

7. Modifications to Service.

The Company reserves the right at any time to modify or discontinue, temporarily or permanently, the Site or the Service (or any part thereof) with or without notice. You agree that the Company shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service. To protect the integrity of the Site or the Service, the Company reserves the right at any time in its sole discretion to block users from certain IP addresses from accessing the Site or Service.

8. Copyright Policy.

Notice and Procedure for Making Claims of Copyright Infringement. You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights. Without limiting the foregoing, if you believe that your work has been copied and posted on the Site in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; a description of the copyrighted work that you claim has been infringed; a description of where the material that you claim is infringing is located on the Site (and such description must be reasonably sufficient to enable the Company to find the alleged infringing material, such as a url); your address, telephone number and email address; a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. Notice of claims of copyright infringement should be provided to the Companyís Copyright address.

9. Disclaimers.

You acknowledge and agree that neither the Company nor its affiliates are responsible for and shall not have any liability, directly or indirectly, for any loss or damage, including personal injury or death, as a result of or alleged to be the result of (i) any services provided by any drone service provider you are introduced to through the Service; (ii) any interaction you have with the any drone service provider you are introduced to through the Service; (iii) any act or omission of any drone service provider you are introduced to through the Service; or (iv) any violation of law, rule or regulation. You acknowledge and agree that Company is merely an intermediary between you and drone service providers and has no control over and no involvement with the delivery of the drone services. Company does not vet, examine or inspect any drone service providers and has no liability for any services provided by a drone service provider. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, THE COMPANY PROVIDES THE SITE AND THE SERVICE ON AN "AS IS" AND "AS AVAILABLE" BASIS AND GRANTS NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICE OR THE SITE (INCLUDING ALL CONTENT CONTAINED THEREIN), INCLUDING (WITHOUT LIMITATION) ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT THE SITE OR SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, SECURE OR THAT ANY DEFECTS OR ERRORS ON THE SITE OR IN THE SERVICE WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE OR SITE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE, OR LOSS OR CORRUPTION OF DATA THAT RESULTS OR MAY RESULT FROM THE DOWNLOAD OF ANY SUCH MATERIAL. IF YOU DO NOT ACCEPT THIS LIMITATION OF LIABILITY, YOU ARE NOT AUTHORIZED TO DOWNLOAD OR OBTAIN ANY MATERIAL THROUGH THE SERVICE OR SITE. From time to time, the Company may make third party opinions, advice, statements, offers, or other third party information or content available on the Site and/or through the Service. All third party content is the responsibility of the respective authors thereof and should not necessarily be relied upon. Such third party authors are solely responsible for such content. THE COMPANY DOES NOT: (I) GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY THIRD PARTY CONTENT ON THE SITE OR PROVIDED THROUGH THE SERVICE, OR (II) ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE BY ANY PARTY THAT APPEARS ON THE SITE OR SERVICE. UNDER NO CIRCUMSTANCES WILL THE COMPANY OR ITS AFFILIATES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE RESULTING FROM YOUR RELIANCE ON INFORMATION OR OTHER CONTENT POSTED ON THE SITE OR SERVICE.

10. Links.

The Site may contain, and the Service or third parties may provide, advertisements and promotions offered by third parties and links to other web sites or resources. You acknowledge and agree that the Company is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, information, statements, advertising, goods or services, or other materials on or available from such sites or resources. Your correspondence or business dealings with, or participation in promotions of, third parties found on or through the site or Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of, or reliance upon, any such content, information, statements, advertising, goods or services or other materials available on or through any such site or resource.

11. Limitation on Liability.

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY OR ITS AFFILIATES, BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, RELIANCE, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR ANY SERVICE PROVIDED BY ANY DRONE SERVICE PROVIDER, ANY LOSS OR CORRUPTION OF DATA OR PROGRAMS, SERVICE INTERRUPTIONS AND PROCUREMENT OF SUBSTITUTE SERVICES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE COMPANY'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO $50. YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF THE SITE OR SERVICE OR THE TERMS OF THIS AGREEMENT MUST BE FILED WITHIN ONE YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.

12. Governing Law.

This Agreement, and any dispute between you and the Company, shall be governed by the laws of England, United Kingdom without regard to principles of conflicts of law. You agree to the exclusive jurisdiction of the courts of England, United Kingdom to adjudicate any dispute arising out of the Agreement or between you and the Company.

13. Indemnity by You.

You agree to indemnify and hold the Company and affiliates, and its and their officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorney's fees, made by any third party due to or arising out of your breach of or failure to comply with this Agreement (including any breach of your representations and warranties contained herein), your acts or omissions in connection with any drone service provider, and the violation of any law or regulation. The Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with the Company in connection therewith.

14. Notice.

The Company may provide you with notices, including those regarding changes to this Agreement, using any reasonable means now known or hereafter developed, including by email, regular mail, SMS, MMS, text message or postings on the Site. Such notices may not be received if you violate this Agreement by accessing the Site or Service in an unauthorized manner. You agree that you are deemed to have received any and all notices that would have been delivered had you accessed the Site or Service in an authorized manner.

15. Entire Agreement;

This Agreement, with the Privacy Policy and any specific guidelines or rules that are separately posted for particular services or offers on the Site, contains the entire agreement between you and the Company regarding the use of the Site and/or the Service. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. The failure of the Company to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. No agency, partnership, joint venture or employment is created as a result of this Agreement and you may not make any representations or bind the Company in any manner.

16. Amendment.

This Agreement is subject to change by the Company at any time. The revised terms will be effective upon posting on the Site and your use of the Site or Service after such posting will constitute acceptance by you of the revised Agreement. Please email publisher@quote4drones.com with any questions regarding this agreement.
General Terms and Conditions

1. Services and Orders

1.1. The Order shall constitute an offer by you to purchase Requests for Quotes (RFQs) in accordance with these Conditions.

1.2. The Order shall be deemed to be accepted only when we receive the properly completed and approved Order and activate the same on our system.

1.3. We shall provide RFQs in the categories you have specified and subject to the filters and quantity caps you have specified, all as set out on the Order Form.

1.4. We shall provide RFQs electronically via the method agreed with you and set out in the Order Form. Subject to clause 3.3 and the other terms and conditions of the Agreement, you are licenced to use each RFQ from the date it is provided to you for the purpose of selling or attempting to sell your products or services that are in the categories set out on the Order Form, and only for this purpose . It is your responsibility to maintain your systems, including an internet connection and email, to ensure receipt of RFQs sent to you. We accept no responsibility for un-received RFQs due to spam filters or for any other reason beyond our control. For the avoidance of doubt all RFQs provided to you are shown in your Client Portal and we shall provide access to your Client Portal from the date of your first Order.

1.5. We shall endeavour to deliver the quantities of RFQs set out on the Order Form, however, we do not guarantee that we will provide the full number of RFQs that you have ordered.

1.6. If you require a change to be made to your Order, including, but not limited to, the categories, caps, filters or method of delivering the RFQs, you must promptly notify us via email. Once we have made the requested changes we will send you a new Order Form subject to these Conditions. We shall endeavour to make such changes as soon as possible but in any event within 48 hours. We shall have the right to make any changes to the Services which are necessary to comply with any applicable Law.

1.7. We reserve the right from time to time to change the data we collect in respect of the RFQs we provide to you, and to change the steps we take to qualify the RFQs (for example, from time to time we may modify our call scripts for telephone-qualified RFQs).

1.8. Without limiting the effect of clause 1.9, we do not warrant that the Services will be free from interruption, or that RFQs sent to you will result in any business, sales or revenue. We do not guarantee the specific detail of any RFQ you receive.

1.9. Except as expressly stated in the Agreement, all warranties, conditions and terms, whether express or implied by statute, common law or otherwise, are hereby excluded to the extent permitted by law.

1.10. All Intellectual Property Rights in or arising out of the Services, including (without limitation) the RFQs, shall belong to us.

1.11. Each Order if accepted by us shall constitute a separate severable Agreement subject to these Conditions.

2. Price and Payment

2.1. You agree to pay the Charges in accordance with the billing frequency, credit terms, payment method and other payment terms set out in the Order Form. Time for payment shall be of the essence of the Agreement.

2.2. We will send you invoices setting out the Charges via email (to the email address supplied by you for such purposes).

2.3. You are not entitled to deduct or withhold payment of any sum payable to us for any reason including but not limited to; claim, counterclaim, credit, deduction, set-off, discount, damages or otherwise.

2.4. We reserve the right at any time to increase or otherwise change our Charges (including, without limitation, our RFQ prices) set out in the Order Form. We will give you 14 days prior notice by e-mail of any price increases or changes. We reserve the right to give priority to customers paying the highest RFQ price.

2.5. If, for any reason, you fail to pay the Charges or any other sum due to us under the Agreement by the due date for payment, we may, without prejudice to any other right or remedy available to us, charge you interest at the current rate set out under the Late Payment of Commercial Debts (Interest) Act 1998. We may also instruct our Global Collections Agents, Euler Hermes, part of the Allianz Group, to secure your debt, and you may also be required to pay a one-off charge to cover our costs per the Late Payment of Commercial Debts Regulations 2002 of up to ?100.

3. Your Obligations

3.1. You shall ensure that the terms of the Order are complete and accurate.

3.2. You agree to promptly contact all RFQs that you receive from us.

3.3. You shall not resell, pass on or otherwise use or disclose any RFQ or any information arising from or in connection with a RFQ, or use any RFQ or any information relating to a RFQ for any reason outside of the terms of your licence (as set out in clause 1.4 above) or any applicable Laws (including, without limitation, the Data Protection Act 1998 as amended).

3.4. You agree that you shall have the sole responsibility for the goods or services provided in relation to a RFQ and any complaints regarding those goods or services. In the event that you have a dispute with one or more RFQ(s) you shall indemnify and keep indemnified us, our Affiliates, agents and employees against any claims, demands, costs, expenses, losses and/or damages whatsoever arising out of or in any way connected with that dispute.

3.5. You shall not inform or imply to any person by any means that you are acting on behalf of us or that we have approved of or endorsed you or your goods or services.

3.6. You shall not attempt to reverse engineer, decompile, disassemble or modify any software or programmes which we provide to allow you to access your RFQs (including the Client Portal), and you shall not use any software or programmes that will or may corrupt any programmes or software which we provide (including the Client Portal).

3.7. You shall cooperate with us, and provide us with all information and assistance we may require from time to time, in connection with the provision of the Services.

3.8. The Agreement has been accepted by and is binding on you, having been entered into by a duly authorised representative or agent on your behalf.

3.9. You shall comply with the Data Protection Act 1998 and all applicable Laws relating to the processing of personal data and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner, and the equivalent of any of the foregoing in any relevant jurisdiction.

3.10. You shall indemnify and hold indemnified us and our Affiliates, agents and employees from and against any costs, claims, expenses, demands, losses or damages arising out of or in connection with you breaching clause 3.9.

3.11. You shall not, either during the term of this Agreement or for six (6) months thereafter: employ or engage or otherwise facilitate the employment or engagement of; or offer to employ or engage or otherwise endeavour to entice away from us; any person employed or engaged by us and with whom you dealt during the term of this agreement or in the six (6) months before the commencement of this Agreement.

3.12. The restrictions imposed on you by clause 3.11 apply to you acting directly or indirectly, and on your own behalf or on behalf of, or in conjunction with, any other person, company or firm.

4. Cancellation, Suspension and Termination

4.1. Either Party may terminate the Agreement with immediate effect by giving notice to the other Party. In the case of you giving notice, notice should be given by email to your account manager and cancellation@quote4drones.com. The Agreement shall not terminate unless and until you receive written confirmation from us. If you do not receive such confirmation within 48 hours, the Agreement will be deemed to have terminated.

4.2. If you fail to pay us any amount due under the Agreement by the due date for payment, or materially breach any of your obligations under the Agreement, or fail to remedy any breach of the Agreement within fourteen (14) days of being asked to do so, or pass a resolution for winding up, or a court of competent jurisdiction makes an order for your winding up or dissolution, it shall be considered an "Event of Default".

4.3. If an administration order is made in relation to you, or a creditor takes possession of or sells any of your assets, or you are unable to pay your debts, or you become insolvent, or you cease or threaten to cease to carry on business, or any similar event occurs, or we have reasonable grounds to believe any of the events listed in 4.2 or 4.3 have occurred or are reasonably likely to occur, it shall be considered an Event of Default.

4.4. On the occurrence of an Event of Default we may (at our option, and without limiting our other rights or remedies) (a) suspend the provision of the Services and cease providing you with RFQs until such time as the default is remedied in our sole discretion, or (b)terminate the Agreement with immediate effect upon written notice at any time on or after the date the Event of Default occurred. In the event of the suspension of the Services or the termination of the Agreement, for any reason, you shall immediately cease using any RFQs that you have not paid for. For the avoidance of doubt, any RFQ relating to any previous invoice which you have paid shall remain under licence to you per these Conditions.

4.5.The termination of the Agreement shall not affect either Party s accrued rights or obligations.

4.6. If we cease providing the Services following an Event of Default, and if, subsequently, we agree to reactivate the Services, then we may charge you an administrative fee of £20 + VAT in relation to the reactivation of the Services.

4.7. On termination of the Agreement for any reason:
(a) you shall immediately pay to us all outstanding invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt; and
(b) clauses which expressly or by implication have effect after termination shall continue in full force and effect.

5. Limitation of Liability

5.1. Nothing in these Conditions shall limit or exclude our liability for:
(a) death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

5.2. Subject to clause 5.1, we shall, under no circumstances whatever, be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any:
(a) loss of business, business opportunities, sales, revenue or turnover:
(b) loss of agreements or contracts;
(c) loss of anticipated savings or wasted expenditure;
(d) loss of damage to reputation or goodwill;
(e) loss of use or corruption of hardware, software, data or information;
(f) loss of profits; or
(g) indirect or consequential loss; arising under or in connection with the Agreement.

5.3. Subject to the clause 5.1, our total aggregate liability to you in respect of all other losses arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the equivalent of the total charges paid by you to us during the three (3) month period immediately preceding the date on which the liability arose.

6. Confidentiality

6.1 Each Party agrees to keep all Confidential Information relating to the other Party confidential and only for use in connection with their respective obligations under the Agreement, unless such information is already in the public domain (other than through a breach of this condition), or lawfully obtained by a third Party, or is already in the possession of the other Party or that either Party may be required to disclose as a matter of law.

7. Application of Terms

7.1. These Conditions apply to the Agreement to the exclusion of all other terms or conditions, including (without limitation) any terms or conditions which you may believe apply under any purchase order, confirmation of order, specification or any other document, or which are implied by trade, custom, practice or course of dealing.

7.2. The Agreement constitutes the entire agreement between the Parties. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us which is not set out in the Agreement.

7.3. We reserve the right to make changes to these Conditions from time to time. If any changes are made, the latest version of the Conditions will be sent to you, and all Orders will be subject to the latest version of the Conditions from the date of being sent.

7.4. The Agreement shall commence on the date stated on the Order Form and shall continue unless and until it is terminated in accordance with the Agreement.

7.5. If a court or any other competent authority finds that any provision of the Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Agreement shall not be affected. If any invalid, unenforceable or illegal provision of the Agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

8. General

8.1. Any failure or delay by either Party in exercising any of its rights and remedies shall not constitute a waiver of those rights and remedies unless expressly agreed in writing.

8.2. We reserve the right to, at any time, assign, charge, subcontract, transfer or deal in any other manner with all or any of our rights under the Agreement, and we may subcontract or delegate in any manner any or all of our obligations under the Agreement to any third party or agent. You may not assign, charge, subcontract, transfer or deal in any other manner with all or any of your rights or obligations under the Agreement without our prior written approval.

8.3. We shall not be liable to you as a result of any delay or failure to perform our obligations under the Agreement as a result of any event beyond our reasonable control, including (but not limited to) strikes, lock-outs or other industrial disputes, act of God, war, riot, malicious damage, compliance with any Law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, or default of suppliers or subcontractors.

8.4. A person who is not a party to the Agreement shall have no rights under or in connection with it.

8.5. The Agreement and any dispute 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 English law.

8.6. The Parties to the Agreement irrevocably agree, for the sole benefit of the Parties, that the courts of England and Wales shall have exclusive jurisdiction over any dispute or claim arising out of or in connection with the Agreement, its subject-matter or formation (including non-contractual claims).

9. Definitions and Interpretations

9.1. In these Conditions the following terms shall have the following meanings:

"Affiliates" means any of our affiliated companies, parent or holding companies, subsidiaries or any other entity that directly or indirectly controls, is controlled by, or is under common control with us;

"Agreement" means the contract made between the Parties for the purchase and provision of Services, which incorporates the Order Form and these Conditions;

"Charges" means our charges (which we may increase from time to time in accordance with clause 2.4) for supplying the Services as set out in the Order Form;

"Client Portal" means the online portal where you can view the full list of all RFQs provided to you;

"Conditions" means these General Terms and Conditions; the relevant Special Terms and Conditions; and such other terms and conditions as may be notified to you by us from time to time;

"Confidential Information" means any non-public information disclosed to either Party, whether orally, in writing, through any means of communication, by or on behalf of the disclosing Party;

"Intellectual Property Rights" means all intellectual property rights of any nature whatsoever, whether registered or unregistered, and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world, including, without limitation, patents, copyright, trademarks, business names, domain names, rights in designs, rights in software, database right, and rights in confidential information (including know-how and trade secrets);

"Law" means any law, statute, regulation, or any other means, including any subordinate legislation, having force of law by way of government or regulatory authority in all cases as amended, re-enacted, replaced and supplemented;

"Order" means the order, submitted by you to us, for the Services, as set out on the Order Form;

"Order Form" means our standard order form that you will be asked to complete and agree to when making an Order with us, and which sets out the details of the Services to be provided by us and which incorporates and is subject to these Conditions;

"Party" and "Parties" means (as appropriate) any reference to you and/or us;

"Request for Quotes" and "RFQs" means the name and contact details of a third party who has requested a quote for a product or service of yours in a particular category.

"Services" means our provision of RFQs to you, as set out on the Order Form, and such other services that the Parties may agree and set out on the Order Form;

"we" means Quote 4 Drones whose registered office is at Block E, Southgate Office Village, 286a Chase Road, Southgate, London, N14 6HF, who is entering into the Agreement, and "us", "our" and "ours" shall be construed accordingly;

"you" means the natural or legal entity that is entering into the Agreement (as specified on the Client Portal, Order Form or other communication from you to us) and "your" and "yours" shall be construed accordingly.

9.2. In these Conditions, the following rules shall apply:
(a) headings are solely for ease of use and will not affect the construction or interpretation of these Conditions;
(b) words in the singular shall include the plural, and vice versa;
(c) 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; and
(d) a "person" includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

Special Terms and conditions

10. Disputed RFQs

10.1. We do not warrant that any RFQs sent to you will result in the purchase of your product or service. If you believe that any specific RFQ sent to you should not have been sent to you because it is outside of the categories, caps, and filters you have subscribed to, or because you believe it should not have been qualified by us, then you may raise a dispute through the Client Portal.

10.2. Disputes can only be raised through the Client Portal and you can only dispute a RFQ within 10 days of when we have provided that RFQ. For the avoidance of doubt, disputes raised by email or telephone or more than 10 days after the RFQ was provided to you will not be considered. For the avoidance of doubt we will only review specific disputes (raised against specific RFQs) rather than any general feedback.

10.3. Our Customer Services department will investigate your dispute as soon as possible. If in our sole opinion the disputed RFQ should not have been sent to you because it is outside of the categories, caps, and filters you have subscribed to, or should not have been qualified by us, then we will approve your dispute, and you will receive a credit for the disputed RFQ. Our Customer Services team will inform you of the outcome of each dispute.

10.4. Credits will appear on the next invoice after the date on which the dispute is approved. This may mean that the credit appears on the next invoice rather than on the same invoice as the original (disputed) lead. For clients invoiced on a monthly basis disputes must be raised on or before the 25th of the month in order for any credits to be included in the current month s invoice.

1. Definitions

In these terms and conditions, the following words shall have the following meaning :-

"Quote 4 Drones (UK) Limited", "Company", "Us", "We", "Our", or variations thereof shall mean Quote 4 Drones (UK) Limited. "The Customer", "You", "Your", or variations thereof shall mean the person, firm or Company with whom Quote 4 Drones (UK) Limited contracts. "Goods" means the articles or things or service which are the subject matter of the Contract.

2. Order Acceptance Policy

2.1. Quote 4 Drones (UK) Limited reserves the right at any time to accept or refuse service and sales for any reason. Quote 4 Drones (UK) Limited 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 Quote 4 Drones (UK) Limited of an electronic or printed copy of an order form does not indicate Quote 4 Drones (UK) Limited's acceptance of the purchaser's order, neither does it constitute confirmation of Quote 4 Drones (UK) Limited's offer to sell.

2.2. You acknowledge and agree that title and ownership of all ordered products shall remain with Quote 4 Drones (UK) Limited until the full purchase price for the same has been satisfied to Quote 4 Drones (UK) Limited unless previously agreed to be release earlier by Quote 4 Drones (UK) Limited.

3. Quotations

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 Quote 4 Drones (UK) Limited 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 (e.g. 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 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 Quote 4 Drones (UK) Limited's sole discretion, and, unless otherwise agreed to in writing by Quote 4 Drones (UK) Limited, full payment is due in full before the first day of shooting. In the case of work being required by the client to be done in phases, Quote 4 Drones (UK) Limited reserves the Right to partially invoice at stages and request an initial deposit ("Deposit") prior to the commencement of any work due to be undertaken. Quote 4 Drones (UK) Limited reserves the right to add statutory Late Payment Interest (Base Rate + 5%) to overdue accounts [Late Payment of Commercial Debts (Interest) Act 1998].(see 4.6)

4.2. The Client shall pay Quote 4 Drones (UK) Limited, the fees and other amounts as outlined and agreed in the quotation. Any additional work requested that has not been previously agreed upon or that has not been included in the initial quotation, will be charged for on a 'time and hire' basis calculated on the basis of Quote 4 Drones (UK) Limited's standard rates (standard rate of £50 per hour + any other reasonable expenses).

4.3. Quote 4 Drones (UK) Limited reserves the right to amend any quotation prior to both parties being in agreement or based on any new information which comes to light from either a site survey or prevailing weather conditions or consent of any location owners, or requirements for additional equipment and/or time and/or Operatives to ensure the safe and professional operation of the Services.

4.4. Quote 4 Drones (UK) Limited pricing is based on hire and service charges being calculated on task circumstances, location, actions required, equipment and operators needed (pilots, observers, assistants). All hire, service, and other charges will be calculated on this basis, unless previously agreed in writing.

4.5. Upon Quote 4 Drones (UK) Limited being satisfied that the Services have been completed in full or in stages (or in advance of this at Quote 4 Drones (UK) Limited's discretion), Quote 4 Drones (UK) Limited will issue an invoice, or invoices, to the Client for the fees and charges then due. The Client will make payment for all sums due under an invoice in full, and in cleared funds, in the method set out on the invoice, within 30 days from the date the relevant invoice is raised.

4.6. Any amount due to Quote 4 Drones (UK) Limited that is outstanding after the due date for payment will attract interest at the rate of 5% per month above the base rate of The Bank of England until the full amount has been paid. Such interest charges will be compounded at the end of each month.

4.7. Quote 4 Drones (UK) Limited may deduct the amount of deposit (if any has been paid to Quote 4 Drones (UK) Limited) specified in the service Agreement from the final invoice(s) to the extent that such deposit remains unused.

4.8. If at any time the Client no longer wishes to receive the Services (or any part of the Services) Quote 4 Drones (UK) Limited reserves the right to charge a cancellation fee not exceeding the total amount that would have been paid to Quote 4 Drones (UK) Limited under the service Agreement had the Services been completed.

4.9. The Client shall procure that upon request from Quote 4 Drones (UK) Limited, the Client's director(s) enter into separate guarantees with Quote 4 Drones (UK) Limited whereby they irrevocably and unconditionally guarantee to Quote 4 Drones (UK) Limited the due and punctual performance of the Client's obligations under the service Agreement. In addition, if the Client defaults in payment of any sum or sums payable to Quote 4 Drones (UK) Limited under the Agreement for a period of more than 60 days from the invoice date, the director(s) of the Client will upon written request from Quote 4 Drones (UK) Limited pay such sum or sums as may be outstanding under the service Agreement. In the event of there being more than one signatory to this guarantee, the directors' liabilities shall be construed and have effect as joint and several liabilities.

5. Site

5.1. If a site survey is required 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 Quote 4 Drones (UK) Limited

6.1 If Quote 4 Drones (UK) Limited cannot fly due to adverse weather conditions or mechanical failure, Quote 4 Drones (UK) Limited cannot fly due to reasons that only become evident once on site or for reasons that Quote 4 Drones (UK) Limited was not advised of beforehand then the full cost will remain due for payment. Quote 4 Drones (UK) Limited will make every reasonable attempt to complete any tasks missed due to any of the reasons highlighted in, within 28 days of the missed task.

7. Cancellation by You

7.1. Notice of cancellation by the Client must be received in writing by Quote 4 Drones (UK) Limited and the Notice is not valid until confirmed in writing by Quote 4 Drones (UK) Limited. Cancellation fees are payable according to the following schedule:

(a) Following payment and more than 2 (two) days' notice - 50% of the agreed fee less any payment already made.
(b) Following payment and 2 (two) days or less notice - 75% of the agreed fee less any payment already made.
(c) Notwithstanding the above schedule, if any costs have been incurred by Quote 4 Drones (UK) Limited following written instruction from you (for example, but not limited to an agreed Site Survey cost, additional operators, specialist equipment) these costs will remain due for payment in full.

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 rushes. 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 Memory Stick or a cloud-based data transfer.

9.2. 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 photographic material (i.e. negatives, high-resolution digital RAW/tiff files and/or Video) remains the property of Quote 4 Drones (UK) Limited.

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 promotion on 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 Quote 4 Drones (UK) Limited. 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 Quote 4 Drones (UK) Limited: -

(a) 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.
(b) Newspaper Editorial Content for a news item about the Client provided that the text "Photograph (C)" Quote 4 Drones (UK) Limited is clearly visible adjacent to the image for printed content.

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 activities may be considered as offences under these Regulations.

11. Licensing

11.1. We grant You an exclusive license 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.

11.2. After the period of the license as stated in Clause 11.1 has expired:
(a) We grant You a non-exclusive license to use the commissioned material in perpetuity and in agreement with Clauses 10.1, 10.2 and 10.3. and 10.4 You agree that We may use the images Ourselves and that We may also license the images to third parties without reference to You.

12. Limitation of Liability, Weather, Force Majeure, Act of God and Other Constraints

12.1. 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 or the Client can request a full refund of monies paid to Quote 4 Drones (UK) Limited in respect of the cancelled time. No refund will be made for any chargeable preparation work already carried out.

12.2. The UAV and camera weigh approximately 1Kg to 4Kg. Whilst the UAV 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).

12.3. 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.

12.4. Quote 4 Drones (UK) Limited will always endeavour to complete its assignments by proposed completion dates. However, due to weather and other operational constraints, Quote 4 Drones (UK) Limited 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.

12.5. 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

12.6. Battery limitations mean that each flight will last a maximum of approximately 30 minutes. This will normally generate up to 20-25 minutes of photographically usable flight time. After this time, the UAV must descend for a battery change.

12.7. 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.

12.8. In exceptional circumstances, Quote 4 Drones (UK) Limited 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 Quote 4 Drones (UK) Limited will be limited to the total value of the contract with no liability accepted for indirect and/or consequential loss.

12.9. DMP 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.

12.10. Whilst back-up copies of images are usually kept, Quote 4 Drones (UK) Limited accepts no responsibility nor liability for maintaining archive copies of photographic material after the work has been delivered to and accepted by the Client.

12.11. Quote 4 Drones (UK) Limited has all necessary insurances, including Public Liability Insurance, with an indemnity of up to 5 million pounds at request and depending on site rules and regulations.

12.12. Quote 4 Drones (UK) Limited 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.

12.13. Quote 4 Drones (UK) Limited and its 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:

(a) Any negligence on the part of Us (except insofar as the same causes death or personal injury) or
(b) Our performance of or failure to perform or breach of any of its express implied obligations under the Contract.

12.14. 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.

12.15. 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.

13. General Conditions

13.1. 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.

13.2. 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.

13.3. 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.

13.4. The clause headings in these Conditions are for convenience only and shall not affect the interpretation hereof in any way whatever.

13.5. 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.

13.6. These Conditions are stipulated by Us on Our own behalf and on behalf of all agents and apply for the protection of all its agents as for Us. The Customer undertakes not to sue or make any claim whatever against any of us or agent of Us in respect of any alleged negligence or other default of that Us or agent in relation to the carrying out, failure to carry out or breach of any Contract.

13.7. The Customer acknowledges and agrees by placing orders with Us that:

(a) This is a transaction into which both parties are freely entering.
(b) There are clauses contained in these Conditions which exclude, limit or modify the liability of Us and Our agents

13.8. All charges are subject to these Terms and Conditions.

13.9. The Customer acknowledges that the Customer has read this Agreement, and both understands and agrees with Us regarding all of the Terms and Conditions.

14. Cookies

14.1. This Website uses Cookies. Quote 4 Drones (UK) Limited uses them to track visitors - for example to see where visitors come from and therefore see which Marketing Campaigns are most effective. Third parties also use them on this website. They are innocuous (on this website, certainly) text files. Unless you have switched them off in your Browser, you will have hundreds from all the other the websites that you visit. This latest bit of Legislation says that Quote 4 Drones (UK) Limited must ask each visitor whether you wish to accept cookies, thus generating an annoying pop-up until you tick something. Our policy is simpler:

14.2. We use cookies in various ways. If this makes you uncomfortable, then switch them off in your Browser (Google 'switching off cookies') or leave the website. We'd rather you didn't, but equally we don't want to annoy you with pop-ups. If you're comfortable with the use of Cookies whilst you are here, please continue and enjoy the website. Nothing's changed except for another EU Directive created to comply with.