Conceptia Limited t/a UAV Drone Solutions Terms and Conditions of Contract for Land Surveying, LiDAR Mapping and other Drone Services.
1. Definitions and Interpretations
(a) ‘UDS’ means Conceptia Limited t/a UAV Drone Solutions, whose quotation for the Work is accepted by the Employer.
(b) ‘The Employer’ means the Organisation awarding the Contract and responsible for paying The Contract Price. An Agent acting for a Third Party shall be deemed to be the Client unless written instructions are received from the Third Party. For this reason and for reasons of their professional indemnity, Agents are therefore advised to ensure that the Third Party signs and returns letters of instruction.
(c) ‘The Contract Price’ means the sum named in the Quotation Document, subject to variations as may be agreed in writing.
(d) ‘The Contract’ means the agreement concluded between The Employer and UDS, including these Terms and Conditions, correspondence and all Specifications and other documents which are relevant to The Contract.
(e) ‘Work’ means surveying, mapping or any other service to be executed by UDS in accordance with the Specification and includes any additional work requested by the Employer under Clause 7.
(f) ‘Data’ means all supporting documents including any photographs, video footage and digital data captured as products of the Work.
(g) ‘Drawings’ means drawings to be produced and supplied as products of the Work.
(i) ‘Supplier’ means a provider of goods and / or services to UDS.
2. Sufficiency of Quotation
The Employer warrants that it has provided all relevant information regarding the nature and scope of the Work, together with unusual site conditions which might influence and affect the price and also any matters which may influence a Health and Safety Risk Assessment.
3. Validity of Quotation
Unless otherwise agreed in writing in advance, UDS’s quotation remains valid for a period of 14 days from date of issue.
4. Commencement of Work
UDS shall not be obliged to commence Work until a written order has been received from the Employer. If the party who shall make payment of our invoice is not the party instructing the Work, then we require a written order from the party responsible for payment.
5. Execution and Completion of the Work
(a) Data or Drawings which the Employer reasonably considers fails to meet the standards contained in the Specification may be returned within 30 days of receipt for correction by UDs and at UDS’s own expense.
(b) If on being checked by UDS the Data or Drawings returned by the Employer for correction is found to have been within the standards specified, the additional costs of the checking shall be payable by the Employer.
6. Programme and Extension of Time for Completion of the Work
UDS will use their best endeavours to complete the Work in accordance with the agreed delivery programme. However, completion dates are only estimates and may be affected by causes beyond UDS’s control such as, but not limited to, weather unsuitable for drone flight.
7. Power to Vary Work
The Employer, at his discretion, may vary the Work either in the form, quality or quantity, provided the total cost of the Contract is not affected by more than 10%. Such variations shall be valued at the rates set out in the Contract where applicable or failing this at new rates to be agreed between the parties. Where variations to the Work would affect the total cost by more than 10%, the Contract Price shall be renegotiated at the request of UDS.
8. Entry on to Private Property
Where it is necessary for UDS to have access on to private property the Employer will be responsible for obtaining all necessary permissions and arranging unhindered access during normal working hours. The Employer will also provide UDS with any letters of identification which may be needed. Where landowners/occupiers are known to be uncooperative the Employer has a responsibility to advise UDS prior to confirmation of our quotation and award of contract.
9. Clearance of Vegetation and Obstacles
We have not allowed for clearance of vegetation or obstacles (e.g. stacked building or waste material, scaffolding, stockpiles, furniture, parked cars) in order to gain access to the site(s) where the Work is to be undertaken and any areas of the site(s) that we will need to traverse terrestrially. Areas of the site(s) which require terrestrial access will be agreed during a pre-site survey conducted verbally or in writing prior to Work commencing. We assume that any clearance tasks will be the responsibility of the Employer and that they will be completed in advance of our mobilisation to site. We reserve the right to not commence Work if any pre agreed clearance tasks have not been completed. Such events will be chargeable in accordance with Clause 14.
10. Inductions, Safety Training, Medicals and Meetings
If the Work requires any additional safety training or medicals in advance of the Work, then the time and travel and direct costs for this will be charged for in addition to the Contract Price. Likewise, if we are required to attend any meetings that we were not made aware of before submitting our quotation, then our time will be charged for at the rate of £60 + VAT per hour, along with travel and direct costs.
11. Site Requirements
Should the Employer require UDS to have certain accreditations, utilise vehicles of a particular specification (e.g. Chapter 8) or wear specific PPE in order to conduct the Work, we must be notified in writing prior to The Contract agreement being concluded.
12. Topographical Survey of Features
Inspection covers. As UDS provides aerial surveying services we do not lift foul and surface water drainage manholes or any other underground services covers for inspection. Therefore only their location will be recorded on Drawings when visible on the Data collected.
Fences. Some wire fences or similar may not be captured in Data and therefore may not be recorded in Drawings.
Trees. Unless otherwise agreed, the canopy spread of trees as shown on our Drawings will be indicative, only showing a ‘circular’ crown representation. Tree canopies are generally irregular and/or lopsided but this will not be indicated on Drawings.
The definitive identification of trees is a specialist field and is outside the scope of Work undertaken by UDS. Any identification of trees which we provide is our ‘layman’s opinion’ only. Trees obscured by dense undergrowth etc. and any woodland will be shown by the vegetation line only. Tree stem diameters will not be recorded.
Kerbs. Kerb lines will be indicated on Drawings in the channel. Tops of kerbs and road markings will only be recorded when stipulated in the Contract.
Buildings. Accuracy of building ridge/eaves recorded in Drawings will be dependent on their material and aerial sightlines.
13. Payments
(a) Invoices may be submitted to the Employer at not less than monthly intervals for projects lasting more than 1 month.
(b) Invoices will be sent electronically. We have not allowed for courier costs if hard copies are required overseas. UDS shall be entitled to suspend Work (with no penalty to ourselves) if any payment due from the Employer is not made on its due date. UDS shall be entitled to charge interest as per The Late Payment of Commercial Debts (Interest) Act 1998.
(c) Where instructed by an Agent on behalf of a Third Party, then we shall require written instruction from the Third Party before we release Data and Drawings. The agent must pass full details of our Quotation Document, Terms and Conditions to the Third Party.
(d) Payment to be made within 21 days of the date of the invoice.
14. Delays and Re-mobilisation
Delays to mobilisation beyond our control shall be charged for in addition. If we are required to re-mobilise to the site due to changes in the overall requirements, safety issues, access problems or other issues beyond our control, then the additional mobilisation time and cost will be charged for in addition.
15. Copyright
The copyright in and the legal and beneficial ownership of all Data and Drawings produced under the terms of this Contract, including intellectual property rights, shall vest solely in Conceptia Limited t/a UAV Drone Solutions unless otherwise agreed in writing.
16. Replacement/Additional Data and Data Hosting Fees
Additional sets of Data not ordered at commissioning or replacement of lost Data will be charged for at a rate agreed to by UDS and the Employer.
Should the Employer wish to extend any agreed term for the hosting of Data and on the Rock Cloud, this should be done in writing at least 30 days before the project hosting period is set to lapse.
17. Force Majeure
UDS will be released from all liability to the Employer if performance of the Work is unreasonably delayed or prevented by any cause whatsoever beyond UDS’s control.
18. Governing Law
The Contract shall be governed by and construed according to the Law of England.
19. Employment of Staff
The Employer agrees not to make an offer of employment to any member of our staff for a period of 12 months from completion of the contract.
20. Complaints Handling Procedure (CHP)
Details of our procedure are available upon request.
21. Privacy Policy
Our Privacy Policy can be viewed here.
22. Confidentiality
The Employer and UDS will respect mutual confidentiality in all aspects of the Contract.