WEBSITE TERMS AND CONDITIONS
Definitions
Services means Photography, video and drone services.
the Website means the website EXNIHILOUAVSERVICES.COM.AU
We / Us etc means Ex Nihilo UAV Services pty ltd and any subsidiaries, affiliates, employees, officers, agents or assigns.
Accuracy of content
We have taken proper care and precautions to ensure that the information we provide on this Website is accurate. However, we cannot guarantee, nor do we accept any legal liability arising from or connected to, the accuracy, reliability, currency or completeness of anything contained on this Website or on any linked site.
The information contained on this Website should not take the place of professional advice.
Use
The Website is made available for your use on your acceptance and compliance with these terms and conditions. By using this Website, you are agreeing to these terms and conditions.
You agree that you will use this website in accordance with all applicable local, state, national and international laws, rules and regulations.
You agree that you will not use, nor will you allow or authorise any third party to use, the Website for any purpose that is unlawful, defamatory, harassing, abusive, fraudulent or obscene way or in any other inappropriate way or in a way which conflicts with the Website or the Services.
If you contribute to our forum (if any) or make any public comments on this Website which are, in our opinion, unlawful, defamatory, harassing, abusive, fraudulent or obscene or in any other way inappropriate or which conflict with the Website or the Services offered, then we may at our discretion, refuse to publish such comments and/or remove them from the Website.
We reserve the right to refuse or terminate service to anyone at any time without notice or reason.
Passwords and logins
You are responsible for maintaining the confidentiality of your passwords and login details and for all activities carried out under your password and login.
Indemnification for loss or damage
You agree to indemnify Us and hold Us harmless from and against any and all liabilities or expenses arising from or in any way related to your use of this Website or the Services or information offered on this Website, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and solicitors fees of every kind and nature incurred by you or any third parties through you.
Intellectual property and copyrights
We hold the copyright to the content of this Website, including all uploaded files, layout design, data, graphics, articles, file content, codes, news, tutorials, videos, reviews, forum posts and databases contained on the Website or in connection with the Services. You must not use or replicate our copyright material other than as permitted by law. Specifically, you must not use or replicate our copyright material for commercial purposes unless expressly agreed to by Us, in which case we may require you to sign a Licence Agreement.
If you wish to use content, images or other of our intellectual property, you should submit your request to us at the following email address:
Trademarks
The trademarks and logos contained on this Website are trademarks of Ex Nihilo UAV Services Pty Ltd. Use of these trademarks is strictly prohibited except with Our express, written consent.
Links to external websites
This Website may contain links that direct you outside of this Website. These links are provided for your convenience and are not an express or implied indication that we endorse or approve of the linked Website, it’s contents or any associated website, product or service. We accept no liability for loss or damage arising out of or in connection to your use of these sites.
You may link to our articles or home page. However, you should not provide a link which suggests any association, approval or endorsement on our part in respect to your website, unless we have expressly agreed in writing. We may withdraw our consent to you linking to our site at any time by notice to you.
Limitation of Liability
We take no responsibility for the accuracy of any of the content or statements contained on this Website or in relation to our Services. Statements made are by way of general comment only and you should satisfy yourself as to their accuracy. Further, all of our Services are provided without a warranty with the exception of any warranties provided by law. We are not liable for any damages whatsoever, incurred as a result of or relating to the use of the Website or our Services.
Information Collection
Use of information you have provided us with, or that we have collected and retained relating to your use of the Website and/or our Services, is governed by our Privacy Policy. By using this Website and the Services associated with this Website, you are agreeing to the Privacy Policy. To view our Privacy Policy and read more about why we collect personal information from you and how we use that information, click here.
Confidentiality
All personal information you give us will be dealt with in a confidential manner in accordance with our Privacy Policy. However, due to circumstances outside of our control, we cannot guarantee that all aspects of your use of this Website will be confidential due to the potential ability of third parties to intercept and access such information.
Governing Law
These terms and conditions are governed by and construed in accordance with the laws of New South Wales, Australia. Any disputes concerning this website are to be resolved by the courts having jurisdiction in New South Wales.
We retain the right to bring proceedings against you for breach of these Terms and Conditions, in your country of residence or any other appropriate country or jurisdiction.
Standard Terms and Conditions
1. Definitions
1.1. Business Day means a means a weekday on which banks are open in the capital of the State referred to in the relevant Governing Law in the place where the relevant Client entity is located.
1.2. Charge means the money payable by the Client for each Good and/or Service as detailed within a Quotation submitted by the Company and agreed to by the Client in writing.
1.3. Consideration means the total sum of all charges included within a quotation.
1.4. Quotation means a written statement issued by the Company to the Client setting out the costs for the Goods and/or Services that shall become payable in line with 5.3 (Payment of Charges).
1.5. Purchase Order means a written statement issued by the Client to the Company accepting a Quotation.
1.6. Goods means the goods to be provided by the Company to the Client under and in accordance with written acceptance of a quotation.
1.7. Services means the services to be provided by the Company to the Client under and in accordance with written acceptance of a quotation.
1.8. Client means A person or company that receives a service from Ex Nihilo UAV Services Pty Ltd in return for payment.
1.9. Company means Ex Nihilo UAV Services Pty Ltd (89 640 643 303)
1.10. Confidential Information means any Ex Nihilo UAV Services information disclosed in any form to the Client, which is identified by Ex Nihilo UAV Services as being confidential, or which due to the circumstances of disclosure the Client knows or ought to know is confidential.
1.11. General Terms means these terms included within the General Terms and Conditions.
1.12. Company Materials has the meaning given in clause 7.1 (Intellectual Property).
1.13. Representative of a party includes an employee, agent, officer, director, auditor, adviser, partner, consultant, joint venturer or sub-contractor of that party.
1.14. Public means any person or persons not connected with the UAV operation.
1.15. UAV means an Unmanned Aerial Vehicle.
1.16. Populous Area means an area with sufficient density of Public for some aspect of the operation, or some event that might happen during the operation, to pose an unreasonable risk to the life, safety or property of somebody who is in the area but is not connected with the operation.
1.17. Operation area means the area which bounds the flight path of a UAV, projected vertically to ground level, plus an additional 30m distance extended from that boundary.
2. Supply Agreement
2.1 The Quotation and the General Terms shall become a legally binding contract between the Client and the Company upon receipt of a Purchase Order.
2.2 The Purchase Order and Quotation, together with these General Terms and any specifications, drawings and documents referred to in the Purchase Order and/or Quotation constitute the entire agreement between the parties.
2.3 In the event and to the extent of any inconsistency between these General Terms and the terms of a Purchase Order, these General Terms will prevail.
2.4 If the Client purports to impose upon the Company or incorporate into this agreement any additional or varied terms by any means whatsoever, then such terms will be null and void and of no force or effect unless agreed to in writing by the Company.
3. Title
3.1 Title to all Goods remains the property of the Company until Charges payable under the Supply Agreement have been received in full.
4. Charges
4.1. Charges payable by the Client will be as specified in the accepted Quotation.
5. Payment of Charges
5.1. The Company shall render a Tax Invoice for the Charges upon the delivery of the Goods and/or Services.
5.2. Upon receipt of a Tax Invoice, the Client will pay to the Company all Charges before the due date.
5.3. All Tax Invoices shall become due upon issuance.
5.4. Payment shall be made via EFT to the Company bank account detailed on the Tax Invoice or EFTPOS.
6. GST
6.1. Unless otherwise stated in the Quotation, the consideration does not include any amount for Goods and Services Tax (“GST”).
7. Intellectual Property
7.1. The Client acknowledges and agrees that the Company owns all intellectual property rights in and to any materials provided to the Client by or on behalf of the Company (“Company Materials”)
7.2. Ex Nihilo UAV Services retains ownership of all intellectual property and other rights in any materials or photographs produced or created by us during the provision of services. You are granted an irrevocable, royalty free license to use those materials upon payment in all media throughout Australia & international for promotional purposes only.
8. Access
8.1. On reasonable notice and during normal working hours, the Client will use reasonable endeavours to provide the Company with safe, clear and uninterrupted access to the operation area to enable the Company to deliver the relevant Goods and/or Services.
9. Supplied by the Client
9.1. Unless expressly stated in the Quotation as being supplied by the Company, the Client shall provide without charge to the Company:
9.1.1. Suitable controls/measures to ensure a minimum of 30m separation can be maintained between an airborne UAV and the Public.
9.1.2. Suitable controls/measures to ensure the UAV operational area is not a populous area.
9.1.3. Any site-specific permits, permissions or approvals.
9.1.4. Any site or industry specific training, inductions, or qualifications.
10. Indemnity
10.1. The Client will indemnify the Company, the Company’s related bodies corporate (as defined in the Corporations Act 2001 (Cth)), and all Representatives of each of them, against any and all loss, liability, damages, and expenses (including legal fees on a full indemnity basis) suffered or incurred by them to the extent such loss, liability, damage or expense is suffered or incurred, as a result of any of the following:
10.1.1. any breach by the Company or any of its Representatives of any applicable laws;
10.1.2. personal injury, death, or loss of or damage to real or tangible property caused by the Company or by any of its Representatives under or in connection with this agreement, or caused in any way by any Goods and/or Services provided under this agreement.
10.1.3. any and all consequential losses incurred by the Client caused in any way by action or inaction of the Company or any of its Representatives or in any way by any Goods and/or Services provided under this agreement.
11. Confidentiality and privacy
11.1. The Client will not disclose or use any Confidential Information except for the purposes of performing its obligations under this agreement.
11.2. The Client may disclose the Company’s Confidential Information:
11.2.1. to its legal or financial advisers, to obtain advice; or
11.2.2. as required or authorised by law; or
11.2.3. with the Company’s prior written consent; or
11.2.4. as required by the listing rules of any stock exchange on which the Client’s shares are listed.
12. Termination
12.1. The Company may terminate the Supply Agreement immediately by giving written notice to the Client, while preserving to itself whatever rights may have accrued to it, upon occurrence of any of the following events:
12.1.1. where the Client commits a breach of the Supply Agreement which is not capable of being remedied;
12.1.2. where the Client has committed a breach of the Supply Agreement, which is capable of remedy, and has not remedied the breach within 30 days of receipt of written notice of the breach; or
12.1.3. where the Client commits an act of insolvency, comes under any form of insolvency administration, or novates, assigns or otherwise deals with its rights under this agreement without the Company’s consent.
12.1.4. If the Company is directed or required to do so by any regulatory authority.
12.2. The Company may terminate the Supply Agreement at any time, without cause, by giving the Client ten (10) business days’ written notice.
12.3. The Client may terminate the Supply Agreement at any time, with or without cause.
13. Warranties
13.1. The Company warrants that:
13.1.1. Goods and/or Services will conform to the requirements of the Supply Agreement
13.1.2. Services will be provided with due care and skill; and
13.1.3. Goods will conform to any sample provided, and will be fit for purpose.
13.2. If any Goods or Services do not comply with clause 14.1, then the Company will, at the Client’s request and at no additional cost to the Client:
13.2.1. in the case of Services, to the extent practicable, promptly provide the Services again; and
13.2.2. in the case of Goods, promptly rectify the non-conforming Goods or replace them with goods that meet the requirements of the Supply Agreement.
14. Jurisdiction and governing law
14.1. The Supply Agreement is governed by the laws of the State of NSW in the Country of Australia and the parties submit to the exclusive jurisdiction of the courts of that State and Country.
15. Delay, standby and variation
15.1. Any delays caused either directly or indirectly by the Client, any of its’ representatives, or the principle shall entitle the Company to an Extension of Time and payment of standby charges.
15.2. The Supply Agreement may be amended or varied only by agreement in writing signed by the parties.
16. Delay due to weather
16.1. The Company reserves the right, and absolute discretion, to delay or postpone all or any part of a flight operation due to existing or forecast weather conditions. In the event an operation is postponed due to weather, the operation will be moved to the next available point in time, at the discretion of the Company.
16.2. Any delays caused either directly or indirectly by atmospheric weather conditions shall entitle the Company to an Extension of Time.
16.3. Any additional charges as a result of postponement and/or delays caused by weather shall remain payable by the client to the company. This includes but is not limited to any additional callout fees, hire vehicle charges, flight cancellations, meals and accommodation.
17. Survival
17.1. Clauses 7 (Intellectual Property), 10 (indemnity), 11 (Confidentiality), 14 (Jurisdiction and governing law), and this clause 17 (Survival) survive the expiry or termination (for whatever reason) of the Supply Agreement, together with any other clauses that by necessary implication survive such expiry or termination.