Terms & Conditions

1. Definitions

“Agreement” means these Terms and Conditions, including all schedules, appendices, annexures, attachments, other related correspondence and communications, and any variation or replacement of these. 

"Booking” means communications from the client requesting Oz Drone Operations Pty Ltd (referred to as “Oz Drone Operations” herein) to provide a Service, and acceptance by Oz Drone Operations.

“Client” means a customer or any person / agent acting on behalf of or with the authority of the customer that engages or hires Oz Drone Operations Equipment or Services.

“Client Materials” means all text, images, settings and other materials provided or introduced by the Client for use in connection with the Services.

“Confidential Information” means all trade secrets and knowhow, financial information and other commercially valuable information of whatever description and in whatever form, including, without limitation, information that:

  1. is by its nature confidential
  2. is designated by a Party as confidential
  3. the recipient knows or ought to know is confidential
  4. is “personal information”, that is, information or an opinion, whether true or not and whether recorded in a material form, about a natural person whose identity is apparent or can be readily ascertained from the information or opinion.

“Fees” means the consulting fees, design fees and any other charges payable by the Client for the provision of the Services.

“Intellectual Property Rights” means copyright, trademark, design and patents whether registered or not and including any rights to register such intellectual property.

“Services” means any Remotely Piloted Aircraft System (RPAS), photography, videography, production, development, promotion, maintenance and any other services to be provided to the Client by Oz Drone Operations.

“Party” means either Oz Drone Operations or the Client and “Parties” has the corresponding meaning.

2. Acceptance & Entire Agreement

  1. These terms and conditions are to be read in conjunction with any written agreements or electronic communications to form the entire agreement between Oz Drone Operations and the Client.
  2. This Agreement commences on the date accepts a Booking from the Client or its booking agents.
  3. This Agreement contains the entire agreement between Oz Drone Operations and the Client and supersedes all earlier conduct and prior agreements and understandings between the Parties.
  4. No variation of this Agreement will be effective unless in writing and signed by Oz Drone Operations and the Client.
  5. All Bookings accepted by Oz Drone Operations are subject to suitable weather conditions. The Client agrees that any deposits paid by the Client are not refundable should a Booking be cancelled or postponed.

3. Payment of Fees

  1. The Client will pay a 50% deposit of the estimated Fees no later than 7 days prior to the scheduled booking date.
  2. The outstanding balance of the Fees within 7 days of a tax invoice issued by Oz Drone Operations.
  3. Oz Drone Operations may withhold the Client’s access to the Services  and Client Materials until all Fees are paid.
  4. The Client is liable to pay any GST payable on a taxable supply made by Oz Drone Operations and the Client shall pay the GST at the same time as it pays the Fees.
  5. In this clause “GST” refers to goods and services tax under A New Tax System (Goods and Services) Act 1999 (Cwlth) (“GST Act”) and the terms used have the same meanings as the GST Act.

4. Client Materials

  1. The Client will deliver or make available to Oz Drone Operations the Client Materials in a timely manner to ensure that Oz Drone Operations has the necessary time to meet any agreed time schedules.
  2. The Client will comply with all reasonable directions by Oz Drone Operations in relation to the format requirements of the Client Materials.
  3. The Client grants Oz Drone Operations a royalty free licence to use and reproduce the Customer Materials for the purpose of providing the Services contemplated by this Agreement.
  4. The Client warrants that the use of the Client Materials by Oz Drone Operations in accordance with this Agreement will not infringe the intellectual property rights of any third party.
  5. The Client indemnifies Oz Drone Operations and its employees against any damage, loss, cost, and expense (including legal costs and expenses) of whatsoever nature or description arising from the infringement of intellectual property rights of any third party contained in the Client Materials.
  6. Oz Drone Operations reserves the right not to use any Client Materials which Oz Drone Operations (acting reasonably) deems to be inappropriate or offensive or otherwise in breach of any laws or regulations.
  7. Oz Drone Operations is not obliged to retain backup copies of the Client Materials and to the extent permitted by law Oz Drone Operations will not be liable (whether in contract, tort, negligence, statute or loss of any of the Client Materials).

5. Additional Services and changes to the Booking

  1. If the Client requests a change to the booking, which requires additional Services to be performed by Oz Drone Operations, then:
    1. the additional Services will incur additional Fees calculated by reference to Oz Drone Operations charge rates
    2. at its sole discretion, Oz Drone Operations may issue an invoice for the additional Fees at any time, including on a monthly basis, whether or not the changes are agreed to in writing or not pursuant to clause 5.1(1).

6. Intellectual Property

  1. All Intellectual Property Rights in anything produced by Oz Drone Operations in carrying out the Services will be retained by Oz Drone Operations.
  2. Upon full payment of the Fees by the Client, Oz Drone Operations will grant a perpetual, royalty free, nonexclusive and non-transferable licence to the Client to use the Oz Drone Operations Intellectual Property for the Client’s internal purposes or purposes communicated in writing to Oz Drone Operations at the time of booking Oz Drone Operations Services.
  3. The Client grants Oz Drone Operations a perpetual, royalty free, non-exclusive and non-transferable licence to use Client’s trademark, business name and other mark or logo, media containing Oz Drone Operations footage for marketing and promotional activities to indicate the Client as a current or past client of Oz Drone Operations.

7. Default & Termination

  1. The Client is in default if:
    1. the Client fails to comply with its obligations under this Agreement within 7 days (or such further time as Oz Drone Operations may specify) after Oz Drone Operations has given the Client a notice specifying the default and requiring it to be remedied
    2. the Client shall go into liquidation or become bankrupt or enter into any composition, arrangement with or assignment for, the benefit of the Client’s creditors.
  2. Oz Drone Operations may terminate this Agreement immediately without showing cause by giving notice in writing to the Client.

  3. Upon termination of this Agreement for whatever reason:

    1. all Fees for Services performed by Oz Drone Operations up to and including the date of termination shall, whether or not due for payment, immediately become payable by the Client

    2. each Party must return to the other Party all Confidential Information owned by the other Party.

  4. If the Client is in default, the Client must pay to or reimburse Oz Drone Operations on demand, the amount of all costs and expenses (including legal costs and expenses arising as a result of enforcing any right under this Agreement).

  5. Without prejudice to the rights, powers and remedies of Oz Drone Operations  otherwise under this Agreement, the Client will on demand pay to Oz Drone Operations interest at the rate of twenty percent (20%) per annum on all Fees and other moneys payable by the Client to Oz Drone Operations under this Oz Drone Operations Terms and Conditions but unpaid for more than 14 days from the due date, computed on a daily basis on the amount remaining owing from and including the due date until the date of payment.

8. Confidentiality

  1. Subject to clause 8.2, a Party must not disclose, or use for a purpose other than contemplated by this Agreement, any Confidential Information.
  2. A Party may disclose any Confidential Information:
    1. to the other Parties to this Agreement
    2. in enforcing this Agreement or in a proceeding arising out of or in connection with this Agreement
    3. if required under any law or under a procedure for discovery in any proceedings
    4. to a Party’s financiers, consultants or legal advisers, provided that the financiers, consultants or legal advisers (as the case may be) have given undertakings to maintain the confidentiality of the confidential information
    5. with the prior written consent of the other Parties.
  3. This clause survives the termination of this Agreement.

9. Limitation of Liability

  1. The Client acknowledges and warrants that it:
    1. is satisfied as to the suitability and fitness for purpose of the Services and accepts, and assumes any risk associated with its use of the Services
    2. accepts liability for and assumes the risk of all costs, fees, losses, expenses and damages it may suffer or incur arising out of or in connection with its use of the Services.
  2. To the extent permitted by law, all conditions or warranties which would otherwise be implied in this Agreement, are hereby excluded.
  3. Oz Drone Operations ’s liability to the Client under this Agreement, to the extent such liability is not capable of being lawfully excluded pursuant to this Agreement, is limited to:
    1. where the liability arises from defective goods or services provided by Oz Drone Operations, or a failure to supply goods or services in accordance with this Agreement, the rectification or resupply of those goods or services
    2. in all other cases, the Fees paid by the Client under this Agreement.
  4. Oz Drone Operations is not liable to the Client for any indirect, consequential, special or economic loss or damage (including without limitation loss of data, loss of time, loss of profits, loss of revenue, failure to complete projects due to poor weather, loss of contracts, loss of goodwill, third party claim or punitive damages) whether in contract, tort (including negligence), statute or otherwise arising in any way from the use of the Services provided by Oz Drone Operations under this Agreement or otherwise resulting from any act or omission of Oz Drone Operations. This clause survives the termination of this Agreement. 

 

10. Notices

  1. Any notice, report or other communication which must be given, served or made under or in connection with this Agreement:
    1. must be in writing in order to be valid
    2. is sufficient if executed by the Party giving, serving or making the notice or on its behalf by any attorney, director or secretary, or solicitor of such Party
    3. will be deemed to have been duly served, given or made in relation to a person if it is hand delivered or posted by prepaid post to the address, or sent by facsimile to the facsimile number, of that person
    4. will be deemed to be served, given or made:
      1. in the case of prepaid post on the third day after the date of posting
      2. in the case of facsimile on receipt of a transmission report confirming successful transmission
      3. (in the case of delivery by hand) on delivery.
      4. The details of each Party for the purposes of giving notice are as set out in the Proposal.

11. General

  1. If the whole or any part of a provision of this Agreement is void, unenforceable or illegal it is severed and the remainder of this agreement has full force and effect.
  2. This Agreement may consist of a number of counterparts and the counterparts taken together constitute one and the same instrument.
  3. Each Party shall do all things and execute all further documents as are necessary to give full effect to this Agreement.
  4. No failure to exercise nor any delay in exercising any right, power or remedy by Oz Drone Operations operates as a waiver. A single or partial exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right power or remedy by Oz Drone Operations. A waiver is not valid or binding on Oz Drone Operations unless made in writing.
  5. This Agreement is governed by the Laws of Victoria, Australia.