DATAQ TECHNOLOGIES LTD. GENERAL TERMS AND CONDITIONS
The Terms and Conditions set out below shall apply to each order placed with Dataq Technologies Ltd. for the provision of services and whether in writing or orally shall be deemed incorporated into any contract formed by the acceptance of an order placed with Dataq Technologies Ltd. for the provision of services.
In these Conditions:
“COMPANY” means Dataq Technologies Ltd. and also where the context admits its assigns and any sub-contractor of the Company;
“CONDITIONS” means the general terms and conditions set out in this document;
“CONTRACT” means the contract between the Company and the Customer under which the Services are to be supplied by the Company to the Customer;
“CUSTOMER” means the person, firm or company with whom the Contract is made by the Company, whether directly or indirectly through an agent who is acting for or instructed by the Customer or whose actions are ratified by such person, firm or company;
“DOCUMENT” includes, in addition to a document in writing, any map, plan, graph, drawing or photograph, any film, negative, tape or other device embodying visual images and any disc, tape or other device embodying any other data;
“FORCE MAJEURE” includes war, strikes, weather and other factors beyond the control of the Company;
“INPUT MATERIAL” means any Documents or other materials and any data or other information provided by the Customer relating to the Services;
“OUTPUT MATERIAL” means any documents or other materials, and any data or other information designed or provided by the Company relating to the Services;
“SERVICES” means all or any aerial images or data to be provided by the Company to the Customer under the terms of the Contract;
“QUOTATION” means the Company’s Quotation for its services;
“WRITING” includes facsimile, email and comparable means of communication.
- THESE CONDITIONS
2.1 By placing an order for the provision of Services the Customer shall be deemed to accept these Conditions which shall govern the Contract to the exclusion of any other terms and conditions subject to which an order is made by the Customer.
2.2 These Conditions as from time to time varied in accordance with Condition 2.3, shall govern and be incorporated in every Contract entered into between the Company and the Customer. They shall prevail over any other terms or conditions contained or referred to in any order placed, or purported to be placed, by the Customer in any other documentation submitted by the Customer or implied by trade custom, practice or any course of dealing and all such other terms and conditions are expressly excluded.
2.3 The Contract cannot be cancelled and no variation of the Contract or of these Conditions shall be binding or effective unless agreed in writing between an authorised representative of the Company and the Customer.
2.4 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.
2.5 The Company may change these Conditions at any time. If a contract is in force at the time of change then the Company must inform the Customer of any changes and obtain the Customer’s agreement to those changes.
- PROVISION OF THE SERVICES
3.1 The Customer shall at its own expense supply the Company with all necessary Documents or other materials, and all necessary data or other information relating to the Services within sufficient time to enable the Company to provide the Services in accordance with the Contract. The Customer shall ensure the accuracy of all Input Material.
3.2 The Services shall be provided in accordance with the Quotation subject to these Conditions.
3.3 Further details about the Services and advice or recommendations about their provision or utilisation, which are not given in the Company’s brochure or other promotional literature, may be made available on written request.
3.4 The Company may at any time without notifying the Customer to make any changes to the Services which are necessary to comply with any applicable safety or other statutory requirements, or which do not materially affect the nature or quality of the Services.
3.5 Upon final completion of the Services set forth in the quotation, the Customer shall have fourteen (14) days in which to notify the Company of any problems with the Services provided during the term of the Agreement. If the Company is not notified of any problems within this time period, the Service performed shall be deemed accepted.
- CONDITIONS AND WARRANTIES
4.1 Our Unmanned Aerial Systems are subject to adverse weather conditions and may be unable to perform services as agreed due to excessively high wind-speed or rain. The Company cannot, therefore, be held liable for failure to provide Services as agreed with the Customer in these circumstances. The Customer accepts the limitations on the provision of UAS-based services stated in the Quotation and these Conditions.
4.2 The Company warrants that the Services shall be completed according to industry standards where applicable. Dataq Technologies Ltd. accepts no liability for errors in Output Material when the Input Material is compiled by a third party and not supplied by Dataq Technologies Ltd.
4.3 The Company shall have no liability to the Customer for any loss, damage, costs, expenses or other claims for compensation arising from any Input Material or instructions supplied by the Customer which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Customer.
4.4 The Company shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Company’s obligations in relation to the Services if the delay or failure was due to any cause beyond the Company’s reasonable control.
4.5 Except in respect of death or personal injury caused by the Company’s negligence, the Company shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Company, its employees or agents or otherwise) which arise out of or in connection with the provision of the Services, and the entire liability of the Company under or in connection with the Contract shall not exceed the price for the Services, except as expressly provided in these Conditions.
- INTELLECTUAL PROPERTY
5.1 The Property and any copyright or other intellectual property rights in any Input Material shall belong to the Customer.
5.2 The property and any copyright or other intellectual property rights in any Output Material shall, unless otherwise agreed in writing between the Customer and the Company, belong to the Company, subject only to the right of the Customer to use the Output Material for the purposes of utilising the Services.
6.1 Notwithstanding that the Company may have given a detailed quotation, no request for the provision of Services shall be binding on the Company unless and until it has been accepted in writing by the Company.
6.2 The Company’s catalogues, brochures, leaflets or correspondence are for guidance only and are not binding and reasonable variations may be made to the Services, without notice and such variations shall be accepted as complying with the Contract.
6.3 The Company reserves the right to refuse to accept any order if the arrangements for payment or the Customer’s credit are unacceptable to the Company for whatever reason and where no credit arrangements are agreed the Company may require the Customer to pay in advance the entire price for the Services.
7.1 The Company reserves the right, by giving notice to the Customer at any time before delivery, to increase the price for Services to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Services which is requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate information or instructions.
7.2 The price for Services is exclusive of any applicable value added tax, which the customer shall be additionally liable to pay to the Company.
7.3 The price payable for Services shall be specified in the Quotation and confirmed in the Confirmation of Commission.
7.4 Unless otherwise stated in writing by the Company, any quotes, tenders, invoices or other financial documents are confidential between the Company and the Customer and as such will not be divulged to any other company or third party.
8.1 Payment for all Services shall be made within 30 days from the date of the Company’s invoice.
8.2 Interest shall be payable by the Customer to the Company at the rate of 10% APR above The Bank of England prevailing base rate, per month or part thereof on any sums outstanding from the due date for payment until payment in full is received whether before or after judgement.
- FORCE MAJEURE
If performance of the Company’s obligations is delayed or hindered by circumstances outside the Company’s control amounting to force majeure as defined in these Conditions, the following provisions shall apply:
9.1 The Company will as soon as reasonably practicable give the Customer notice of the reasons for the delay or hindrance. However, failure to give notice will not prevent the Company relying on the remaining provisions of this clause and the Company will incur no liability for failure to give such notice.
9.2 The Company’s duty to perform shall be suspended for as long as the circumstances amounting to force majeure to continue, and the time for performance of the Company’s obligations shall be extended by a period equal to the duration of those circumstances.
10.1 Either party may (without limiting any other remedy) at any time terminate the Contract by giving written a notice to the other if the other commits any breach of these Conditions and (if capable of remedy) fails to remedy the breach within 30 days after being required by written notice to do so.
10.2 If the Customer shall, if in the case of an individual, allow the occurrence of any grounds for the presentation of a petition for a Bankruptcy Order made under Part IX, Chapter 1, Insolvency Act 1986 or any statutory enactment or modification thereto or shall a petition for such an order presented against him, or if in the case of a company it shall an Administrator, Administrative Receiver or Receiver and Manager appointed or an encumbrancer takes possession of the whole or any part of its assets or makes any arrangement with its creditors or goes into liquidation (otherwise than for the purposes of a reconstruction or amalgamation) the Company shall be at liberty by notice in writing to cancel all Contracts without prejudice to any right or remedy which shall be accrued or shall accrue thereafter to the Company. In such circumstances, if the Services have already been rendered but not paid for the price shall become immediately payable notwithstanding Condition 9 of these Conditions or any other agreement or arrangement to the contrary.