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South West Aerial Surveys Ltd t/a InView Assets

Terms & Conditions

If you’re purchasing a product or service from us – you’re buying from:

South West Aerial Surveys Ltd (SWAS)

Registered company address: Hillside House, Langley Marsh, Wiveliscombe, Taunton.

Company number: 12498456

Definitions:

The Supplier is South West Aerial Surveys Ltd t/a InView Assets, Hillside House, Langley Marsh, Wiveliscombe, Taunton. Company number: 12498456

The Customer is the party or any person acting on behalf of and with the authority of the Customer that the Order is provided for.

The Guarantor is the person(s), or entity, who agrees to be liable for the debts of the Customer.

The Order shall be defined as any request for the provision of Goods and/or Services by the Customer with the Supplier which has been accepted by the Supplier.

The Goods are the photos, videos, maps and/or related goods provided by the Supplier.

The Services are all the delivery and/or supply of Goods, photography, videography, production, development, promotion and/or related services done by the Supplier, including any advice or recommendations.

The Premises are the land or land and buildings where the Services are to be carried out.

The Price is the amount invoiced for Goods supplied and/or Services provided.

Indirect, Special or Consequential loss or damage includes i) any loss of income profit or business; ii) any loss of good will or reputation; iii) any loss of value of intellectual property.

Invoices include invoices for Good supplied or for Services provided, or both.

Provision of services: These terms and conditions (“Conditions”) may only be varied with the written agreement of South West Aerial Surveys Limited (“SWAS”) and shall apply to all contracts for the supply of services by SWAS to a customer employing such services from time to time (“You”,“Your”) to the exclusion of all other terms and conditions including any terms and conditions which You may purport to apply under any document whatsoever. SWAS incorporates the InViewTM traded services also.

These Conditions apply to every order or instruction received from You (or someone SWAS may reasonably believe has authority to bind You) whether such order is express or implied, written or oral and the contract between SWAS and You will be deemed to commence at such time as an order or instruction is received. SWAS is under no obligation to allow Your employees to witness the services being carried out.

Invoicing and Payment Terms: The price (“Price”, “in writing”) shall be the amount quoted to You by SWAS to provide services and in the event of dispute the Price shall be determined by reference to SWAS’s standard price tariff which is available upon request. SWAS’s standard payment terms are that payment of the Price shall be made within 14 days of receipt of a valid invoice. Payment shall be made in GBP (£) sterling and cheques, drafts or other payment instructions should be drawn on a bank trading in the UK. All sums due from You to SWAS which are not paid on the due date (without prejudice to the rights of SWAS under these Conditions)

Notwithstanding the provisions of the previous paragraph, SWAS reserves the right at its sole absolute discretion to request payment of all or part of the Price prior to the commencement of the services in circumstances where a customer either has an insufficient credit history or rating or has a poor payment history with SWAS. You agree to pay any additional costs or expenses incurred by SWAS due to difficulty by SWAS or its agents or employees in gaining access to Your site or in carrying out services. This difficulty may be caused by a failure on your part (in the reasonable opinion of SWAS) to provide satisfactory information or assistance (which would be required by SWAS to carry out services adequately).

Liability & Indemnity: Except in the case of personal injury (including death) caused by the negligent or wilful act or omission of SWAS, SWAS excludes liability to You however arising from the performance or purported performance of the services or any term under these Conditions. In the event of any breach or breaches by SWAS, SWAS shall not be liable to You in respect of loss of profit, business, revenue, goodwill, anticipated savings, indirect or consequential loss or damage.

Each party (the “indemnifier”) shall indemnify and keep indemnified the other party (the “recipient”) against, and hold it harmless from, all claims, liabilities, costs (including reasonable legal fees and disbursements) expenses, demands or damages brought or made against or incurred by the recipient pursuant to any claim by a third party that any intellectual property, information, material and/or data supplied by or on behalf of the indemnifier and used or processed by the recipient or any of its sub-contractors in connection with the Contract infringes the intellectual property of any third party.

Intellectual Property: All intellectual property created or developed by You shall, for the avoidance of doubt, remain vested in You. All intellectual property created or developed by SWAS or any employee, agent or sub-contractor of SWAS in the course of supplying the Services shall remain vested in SWAS. All other intellectual property owned or developed by SWAS non-exclusively for You and used in the course of supplying the Services shall belong to SWAS at all times.

Termination: SWAS can cancel or terminate this contract at any time, for any reason by giving written (including email, WhatsApp, Twitter, SMS) or oral notice (including answer phone, voicemail messages), which shall be effective immediately. If You are a consumer (defined in the Consumer Contracts Regulations 2013 (the “CCR”) as “an individual acting for purposes which are wholly or mainly outside that individual’s trade, business, craft or profession”) then You shall have a legal right to change your mind about receiving the services envisaged under this contract under the provisions of the CCR, provided that such cancellation is made within 14 days of the date of this contract.

By accepting these terms and conditions You expressly consent to SWAS commencing the services even if the 14 day cancellation period has not expired, which will affect your ability to change your mind and obtain a refund. If any of the services have been provided prior to the date of cancellation then You will be responsible for paying to SWAS a pro-rata amount of the Price in proportion to the amount of the services provided by comparison to the full scope of the services.

After the end of this 14 day period You may cancel or terminate with the written consent of SWAS but will at all times remain liable for 40% of the Price. If You are not a consumer, then You do not have any such right to change your mind about receiving the services and any cancellation of the shall bear compounded interest at the rate of 4% over the daily base rate of Barclays Bank plc. services with the consent of SWAS will also result in You being liable for 40% of the Price.

Site Access: The member of staff working on behalf of SWAS shall not be liable, and reserves the right to defer the date of delivery or to cancel the Contract or reduce the Services, if it is prevented from or delayed in the carrying on of its business due to circumstances beyond its reasonable control including, without limitation, unable to gain access to a site or the site is deemed unsafe to access.

Impacts of weather: SWAS will not collect aerial data or imagery if the weather is deemed to be hazardous for the safe operation of the flight or not suitable for the required activity. This can include (but not limited to) wind, fog, precipitation, thunderstorms, turbulence risk, extremes of temperature, clouds and glare. We will communicate to customers on an individual basis potential weather hazards and if necessary postpone or offer alternative dates. In some instances, it may be necessary to charge a “mobilisation fee”, if the client requires data to be captured on specific days or dates. This will reflect the costs incurred for staff travel, planning and accommodation if required.

Assignment and sub-contracting: You shall not assign the benefit or burden of these Conditions or any part of them. SWAS may transfer, assign or subcontract all or any rights and obligations under these Conditions. SWAS shall be free to subcontract or otherwise deal with the whole or any part of the Services.

Insurance: SWAS shall hold or effect policies in respect of public liability insurance in a sum not less than £5 million.

Precision and accuracy: No liability for precision shall extend beyond the specified scale or output (e.g. average ground sampling distance: GSD) of graphical mapping, and digitalized data. GSD is the distance between two consecutive pixel centres measured on the ground. Accuracy (relative or absolute) can be established via a system of ground control points (GCPs) and software reporting systems. No liability for accuracy extends beyond estimates given via measurements of GCPs, Check Points and / or software quality reports. Accuracy is based on average sampling of GNSS / RTK data at frequency / spacing intervals agreed between You and SWAS for their services. You must understand the limitations of GNSS / RTK as well as the photogrammetry process, and how this can be affected by factors beyond the control of SWAS (such as characteristics of the surroundings) which can impact on either accuracy or precision.

Confidential Information: In the event the Order is cancelled by either party, each party must return to the other party all confidential information and documentation owned by that other party. Confidential information transferred between the parties for the provision of the Services shall only be used for its intended purpose. The parties may disclose Confidential information if required by law, they have been given written consent or during legal proceedings relating to the provision of the Goods and/or Services. All clauses above survive the termination of this agreement.

Force Majeur: Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labour condition, governmental action, and Internet disturbance) that was beyond the party’s reasonable control.

In either case, cancellation of the contract within 24 hours of the due start time for the provision

of services will result in You being liable for 100% of the Price.

General: SWAS will not be held responsible for failure or delay in carrying out the services due in whole or in part to any circumstances whatsoever beyond its reasonable control. No delay by SWAS in enforcing any right in respect of any breach of these Conditions by You shall constitute a waiver of such right.

If any term of these Conditions is unenforceable, such unenforceability shall not affect the enforceability of the remainder of the terms in these Conditions. These Conditions constitute the entire agreement between both parties. You acknowledge that You have not relied on any oral or written representations or statements not contained in these Conditions. These Conditions are subject to English law and to the exclusive jurisdiction of the courts of England and Wales.

(t): 07974 829756 (e): info@inviewassets.co.uk (w): inviewassets.co.uk © South West Aerial Surveys Ltd t/a InView Assets™. Company registered number: 12498456