“CAA” means Civil Aviation Authority.
“UK” Means United Kingdom
“IAA” Means Irish Aviation Authority
“Irl” Means Republic of Ireland
“Date(s) for Services” means the agreed date(s) for Paul Hughes Video to provide the Services set out in the Particulars.
“Deliverables” means any tangible results of the Services produced or generated by Paul Hughes Video including photographs, negatives, prints and literary works produced or generated by the Paul Hughes Video in the course of providing the Services.
“Delivery Date” means the agreed date Paul Hughes Video to provide the Deliverables to the Client set out in the Particulars.
“Fee” means the fee for the Services and Deliverables set out in the Particulars.
“Fee for Aerial Approval” means the fee (if any) set out in the Particulars which the Client agrees to pay for Paul Hughes Video to obtain aerial approval from IAA (Irl) or CAA (UK).
“Intellectual Property Rights” includes all copyright and neighbouring rights including all rights in relation to inventions (including patent rights), registered and unregistered trademarks and registered designs.
“Services” means all services to be performed by Paul Hughes Video under this agreement.
2.0 PERFORMANCE OF THE SERVICES
2.1 Paul Hughes Video will perform the Services as contractor for the Client in accordance with the Client’s brief as agreed under clause 3.0 and all applicable laws in the UK or Republic of Ireland.
2.2 Paul Hughes Video will provide the Client with the Deliverables specified in the Particulars and Client’s brief as agreed under clause 3.0
3.0 CLIENT BRIEF
3.1 The Client will provide Paul Hughes Video with a brief detailing the Services and Deliverables required as well as any other information, including but not limited to details of site access, property position and contact details.
3.2 The Client will provide the brief to Paul Hughes Video as soon as possible and no less than 1 week prior to the Date(s) for Services.
3.3 Paul Hughes Video relies on the Client to provide accurate and complete information. Any failure to provide accurate and complete information affecting the delivery of Services by Paul Hughes Video may result in a charge being made by Paul Hughes Video to cover time, associated travel costs and any other costs reasonably incurred by Paul Hughes Video such costs not exceeding the Fee.
3.4 The Client acknowledges Paul Hughes Video may require changes to the brief where these are necessary to enable Paul Hughes Video to provide the Services in accordance with the terms of its aerial licence issued by IAA (Irl) or CAA (UK) in accordance with relevant laws, such as workplace health and safety laws. The Client agrees to accommodate these changes.
3.5 Where the Services are to be provided on a building or premises not owned or controlled by Paul Hughes Video, the Client will provide Paul Hughes Video with an orientation to the site and procedures relevant to the Services and Deliverables prior to the Date(s) for Services.
4.0 AERIAL APPROVALS
4.1 Where IAA (Irl) or CAA (UK) aerial approval is required, Paul Hughes Video will prepare and submit the application to IAA (Irl) or CAA (UK) for an agreed fee within an agreed timeframe on receipt of the Fee for Aerial Approval from the Client.
4.2 Timeframes for IAA (Irl) or CAA (UK) aerial application approval vary significantly and the Client acknowledges this may affect lead times. The Client must allow sufficient lead times for the IAA (Irl) or CAA (UK) aerial approval process and Paul Hughes Video cannot be held responsible for delay caused by this process.
4.3 Paul Hughes Video will request details necessary to obtain such approvals from the Client and the Client must provide these to Paul Hughes Video as soon as possible. Paul Hughes Video relies on the accuracy of any information provided by or on behalf of the Client and cannot be held responsible for consequences of the Client providing inaccurate or incomplete information.
5.0 OTHER PERMISSIONS
5.0 The Client is responsible for obtaining any other permissions/approvals necessary to enable Paul Hughes Video to provide the Services and provide the Deliverables under this agreement.
5.1 Where the Client fails to obtain the permission, it will be liable for cancellation as set out below.
6.0 MODEL AND PROPERTY RELEASE FORMS
6.0 Unless specifically agreed in writing prior to the commencement of photography and videography services under this agreement, Paul Hughes Video will provide the Deliverables without obtaining model or property release forms.
6.2 It is solely the responsibility of the Client to obtain such permissions and to make the legal and moral decision whether to publish photographs which contain images of individuals where model release forms have not been obtained.
6.3 Paul Hughes Video accepts no liability in circumstances where supplied images are used by the Client without such a release and subsequent action is taken by individuals or companies against the Client. Should the Client require such permissions, Paul Hughes Video should be informed in writing prior to the Date(s) for Services.
6.4 In addition, Paul Hughes Video accepts no responsibility where images of trademarks/company logos are used by the Client to support other non-associated works.
7.0 DELIVERY DATE
7.1 All Deliverables will be delivered in the format agreed at the time of ordering by the Delivery Date specified in the Particulars, except where otherwise agreed.
7.1 The Delivery Date is subject to variation reasonably required to accommodate any changes to the Deliverables agreed between the parties.
8.0 CONFIDENTIALITY AND INTELLECTUAL PROPERTY RIGHTS
8.1 Subject to clause 8.2, Paul Hughes Video and the Client will protect the confidentiality of all information provided to each other under this agreement.
8.2 Paul Hughes Video may disclose information to its contractors for the purposes of performing the Services under this agreement.
8.3 Neither party will disclose any information provided to it by the other party unless the information is in the public domain or required to be provided by law.
8.4 Title to all Deliverables will pass to the Client on receipt of full and final payment of the Fee (and any other amounts payable to Paul Hughes Video under this agreement) by Paul Hughes Video.
8.5 Unless otherwise agreed to in writing by the parties, Clause 3. & 6.4 of our standard Terms & Conditions apply to copyright of the Deliverables.
9.0 PAYMENT OF FEES AND EXPENSES
9.1 The Fee for the Services and Deliverables by Paul Hughes Video is set out in the Particulars.
9.2 The Fee is subject to variation to the brief requested by the Client and agreed to by Paul Hughes Video.
9.3 Except where expressly stated, fees are inclusive of expenses such as travel.
10.0 PAYMENT TERMS
10.1 Payment shall be made under the terms of out under Clause 6. Of our standard Terms & Conditions.
11.0 WORKPLACE HEALTH AND SAFETY
11.1 The Client will provide and maintain, so far as is practicable, an environment for Paul Hughes Video, its employees and members of the public that is safe and without risks to health.
11.2 The Client must itself, and must ensure that any of its contractors, at all times identify and take all necessary precautions for the health and safety of all persons, including Paul Hughes Video’s employees and contractors.
11.3 The Client must comply with any Acts, regulations, by-laws, codes of practice which are in any way applicable to workplace health and safety and the provision of any services in relation to the Services.
12.0 INDEMNITY AND LIMITATION OF LIABILITY
12.1 The Client must indemnify, keep indemnified and hold harmless Paul Hughes Video for all loss, damage (direct or indirect), liability or injury caused or contributed to either directly or indirectly by the Client or any person the Client is responsible for (including personnel and sub-contractors).
12.2 The Client must indemnify, keep indemnified and hold harmless Paul Hughes Video from and against all claims, damages, loss and expenses arising out of or in connection with the Client’s breach of this agreement or any negligence, reckless or wilful act or omission by the Client or any person the Client is responsible for.
12.3 Paul Hughes Video will not be liable for any misrepresentation that may occur as a result of any editing or manipulation of images carried out by Paul Hughes Video in accordance with this agreement.
12.4 Paul Hughes Video’s liability to the Client is limited to the value of the agreed Fee.
12.5 Neither party will be liable for consequential, special, indirect, exemplary or punitive liabilities in relation to a breach of this agreement or event, fact, matter or circumstance.
13.0 WEATHER CONDITIONS
13.1 The Client acknowledges that Paul Hughes Video may be unable to provide the Services and operate its aerial equipment in certain weather conditions.
13.2 Paul Hughes Video will be unable to provide the Services on the Date(s) for Services if:
13.2.1 Paul Hughes Video’s Pilot in Command deems that it is unsafe to fly due to prevailing weather conditions; or
13.2.2 the Client or its representatives directs Paul Hughes Video that the weather conditions are not suitable for the Deliverables.
13.3 If possible Paul Hughes Video will endeavour to arrange to provide the Services as soon as possible after the agreed Date(s) for Services where possible.
13.4 Should work be interrupted by a change in weather conditions, Paul Hughes Video will arrange a further site visit to carry out the Services where possible.
13.5 The Client will be liable for any costs incurred by Paul Hughes Video and its contractors as a result of re-scheduling the Services.
13.6 Where it is not possible to re-schedule the Services due to the Client’s requirements, normal cancellation policy (see clause 15) will apply.
13.7 Paul Hughes Video is not responsible for delay or failure to provide the Services due to the prevailing weather conditions and cannot be held liable where this results in loss or damage to the Client.
14.0 FORCE MAJEURE
14.1 Neither party shall be liable for any delay or failure to perform its obligations pursuant to this agreement if such delay or failure is due to force majeure. If a delay or failure is anticipated due to force majeure, the performance of a party’s obligations will be suspended.
15.0 CANCELLATION AND TERMINATION
15.1 The Client may cancel the Services prior to the Date(s) for Services at any time by giving written notice to Paul Hughes Video.
15.2 The Client agrees to provide Paul Hughes Video with as much notice as reasonably practicable.
15.3 All other amounts due to Paul Hughes Video under this agreement plus will be payable within 30 days of presentation of Paul Hughes Video invoice unless otherwise agreed.
15.4 Any other monies paid by the Client in advance will be refunded by Paul Hughes Video to the Client within 30 days.
15.5 Paul Hughes Video may terminate this agreement by giving reasonable notice in writing to the Client if:
15.5.1 the Client directs Paul Hughes Video to provide the Services in a manner contrary to the conditions of Paul Hughes Video aerial permission and any applicable laws;
15.5.2 the Client directs Paul Hughes Video to provide the Services in a way that creates an unreasonable risk to the health and safety of Paul Hughes Video personnel and its contractors or Paul Hughes Video equipment; or
15.5.3 the Client otherwise places unreasonable demands on Paul Hughes Video in the delivery of the Services.
15.6 The Client will be liable for any costs incurred by Paul Hughes Video prior to cancellation under clause 15.4.
16.0 PUBLIC LIABILITY INSURANCE
16.1. Paul Hughes Video holds public liability insurance (£2.5 million) which covers all aspects of
the Services. A copy of this insurance policy is available to inspect by the Client upon request.
17.1. Paul Hughes Video warrants that:
17.2.1 they hold a valid IAA (Irl) & CAA(UK) aerial permission authorising the use of unmanned aerial vehicles required to carry out the Services under this agreement; and
17.2.2 its pilots are authorised to operate this equipment are authorised to do so under Paul Hughes Video’s aerial permission(s), operations manual and insurance.
18.1 This agreement is subject to any special conditions in the Particulars. If there is an inconsistency between a special condition and another provision of this agreement, the special condition prevails.
18.2 This agreement will be read subject to any applicable laws and regulations.
18.3 All prior representations, warranties, arrangements, understandings and agreements concerning the subject matter of this agreement are superseded.
18.4 Any variations or assignments by the Client to this agreement will not be enforceable unless they are made in writing, prior to the variation or assignment and signed by both parties. Paul Hughes Video may assign its rights by written notice to the Client.
18.5 Paul Hughes Video may delegate and/or assign all or any of its rights or obligations under this agreement to a third party.
18.6 This agreement is governed by the laws of the United Kingdom.
18.7 A waiver by Paul Hughes Video in respect of any breach of a condition or provision of this agreement shall not be deemed to be a waiver in respect of any other or any subsequent breach.
18.8 This agreement is in addition to our standard Terms & Conditions.
Last Updated 17th December 2017