Terms and Conditions for Commissioned Drone Filming Services by KD Drones Ltd (Company no. 15379002) of 68 Dalling Road, London W6 0JA (KD)

 

1. (Definitions) In this Agreement unless the contrary intention applies:

“Agreement”: these Terms and Conditions and the Particulars.

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“Deliverables”: all products deriving from the provision of the Services by KD to the Customer, including any videos, photos, footage, materials or documents.

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“Intellectual Property Rights”: any and all copyright, trade marks (registered and unregistered), designs, character names, domain names, business names, patents, inventions, confidential information and any other similar industrial and intellectual property right in any country in the world, in or arising as a result of or relation to the provision of the Services and the Deliverables, including any such rights not yet in existence.

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“Particulars”: the arrangements as to the Services (including Drone Equipment to be used), Venue, Filming Date(s), Fees and the agreed Use of the Deliverables which we will agree with you prior to separately to these Terms and Conditions and which form part of our Agreement with you.

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“UK GDPR”: Regulation (EU) 2016/679 of the European Parliament and of the Council of 27th April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018.

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2. (Provision of Services by KD)

a) Customer engages KD to provide the Services specified in the Particulars to the Customer.

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b) KD agrees to provide the Services in accordance with this Agreement.

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c) The Particulars agreed between KD and the Customer are reliant on the accuracy and validity of any information provided by the Customer. KD reserves the right to renegotiate this Agreement if such information is found to be inaccurate or invalid.

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d) The Fee specified in the Particulars will be inclusive of any documentation and/or permissions required to carry out the Services (including any regulatory permissions), other than those specified in clause 3 below, which shall be the sole responsibility of the Customer.

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e) If a site visit is required by KD to the Venue prior to the Fliming Date, the cost will be agreed and invoiced to the Customer in advance.

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f) In the event of any scheduled bad weather on the Filming Date(s), KD will discuss with the Customer in good faith whether to reschedule the Filming Date(s). If the Customer still wishes to go ahead, then KD accepts no responsibility for the quality of footage provided to the Customer to the extent it is affected by such weather conditions.

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g) Provided any Filing Date(s) are rescheduled more than 24 hours in advance of the start time, no additional costs will be payable by the Customer. If the Filming Date(s) are rescheduled less than 24 hours in advance of the start time, then the Customer will be liable to pay an additional charge to KD of 30% of the Fees due for each Fillming Date(s) affected.

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h) If the Customer cancels this Agreement for any reason, it will be liable to immediately pay KD the full amount of the Fees.

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i) KD will provide the Deliverables to the Customer either: (i) at the Venue on the Filming Date, or (ii) subsequently by transferring the Deliverables to the Customer over an agreed IT platform. Where KD employs FPV drone equipment, film footage will be stabilised using gyro stabilization.

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j) Subject to KD’s prior agreement, it will edit the Deliverables created on the Filming Date(s). If it has agreed to do so prior to starting filming, KD will carry out the editing at no extra charge. If KD subsequently agrees to carry out any editing for the Customer, this will be subject to first confirming the additional Fees payable by the Customer.  Unless otherwise agreed in advance by KD, any editing will be limited to two turns.

 

3. (Customer’s obligations): The Customer agrees that it will ensure that:

a) it provides KD with precise details as to the geographic location where filming is to take place;

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b) KD has reasonable access to the Venue at no expense to KD;

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c) any necessary permissions to film at the Venue have been obtained prior to the Filming Date(s);

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d) the Venue is free from any hazards, obstructions or other conditions that could endanger any of KD’s filming team or equipment;

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e) all employees, agents and guests at the Venue will be made aware of the filming to be carried out by KD; and

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f) it will, where necessary and agreed between the parties, give KD access to any personnel at the Venue required to assist and support KD.

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4. Fees:

a) Unless KD has agreed to carry out any editing of the Deliverables, it will invoice the Customer immediately after handing over those Deliverables and payment will be due within 30 days of the invoice date.  If KD has agreed to edit the Deliverables pursuant to clause 2(j), KD will invoice the Customer on acceptance by the Customer of the Deliverables and payment of all Fees will be due immediately.

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b) Customer will pay all Fees due in cleared funds to the bank account specified by KD.  Where applicable, VAT will be payable by the Customer in addition.

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c) If the Customer fails to make any payment of Fees by the due date, KD reserves the right to charge interest on any overdue Fees, calculated on a daily basis, at the rate of 4% above the Bank of England’s base rate per annum from the date on which payment is due until the date on which the Fees have been received in full by KD.

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5. (Intellectual Property Rights).

a) The Intellectual Property Rights in all Deliverables provided to the Customer, including but not limited to images remain the exclusive property of KD, unless expressly agreed otherwise in writing.

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b) Upon receipt of the Deliverables and payment in full by the Customer of the Fees, the Customer is granted a non-exclusive, non-transferable licence to use the Deliverables for the specific use set out in the Particulars.

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​c) The licence provided to the Customer under clause 5(b) above, includes permission to use and share the Deliverables with third parties provided such usage if directly related to and necessary for the project being  undertaken be the Customer. Under no circumstances shall the Customer be permitted to (or allow others to):​

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a) sell, license, or otherwise commercialise the Deliverables without prior written consent from KD; or

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b) use the Deliverables in a manner that is defamatory, illegal, or that could harm the reputation of KD.

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d) The Customer agrees to indemnify and hold KD harmless from any claims, costs, or liabilities arising from the Customer’s use of the Deliverables (or the use of the Deliverables by any third parties to whom the Customer provides access).

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e) The Customer undertakes to provide all necessary assistance to KD in relation to any third party infringement of the Deliverables or in respect of any other matters arising in connection with KD’s rights under this Agreement (including executing any further documents).

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6. Liability and Indemnification

a) Indemnity: The Customer will indemnify and hold KD harmless against all liability, losses, damages, or injury to persons or property (including drone equipment) that arise from the negligence or wilful misconduct of the Customer or any of its agents or employees. 

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b) Limitation of Liability: KD’s total liability, whether in contract, tort, or otherwise, shall be limited to the total Fees payable to KD by the Customer under this Agreement.  KD shall under no circumstances be liable to the Customer for any indirect, special, incidental or consequential damages, including but not limited to loss of profits, loss of date, or business interruption.

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7. (Relationship and Personnel) The parties acknowledge that the legal relationship between the parties is that of independent contractors.

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8. (Termination with Cause) Without limiting its rights under this Agreement or at law, KD may terminate this Agreement by giving written notice to the Customer effective immediately if:

a) the Customer breaches any of the provisions of this Agreement and, if the breach is capable of remedy, fails to remedy the breach within 7 days after service on it of a notice giving particulars of the breach and requiring it to be remedied;

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b) a receiver, liquidator, trustee in bankruptcy or administrator or other controller of the other party is appointed in respect of the Customer or

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c) the Customer ceases or threatens to cease to carry on its business or is unable to pay its debts within the meaning of the s12B of the Insolvency Act 1986 or analogous legislation.

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9. (Expiry or Termination) After the expiry of the Agreement by termination for any reason, all and any rights and obligations of either party will continue, including all rights and obligations of the Customer with regard to the Intellectual Property Rights in the Deliverables.

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10. (Confidentiality): Each party undertakes to treat as strictly confidential and refrain from using any information obtained as a result of entering into this Agreement which relates to the other party’s business, affairs, customers, clients or suppliers other than where required to do so by a court or by law (and subject to the discloser’s prior written approval).

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11. (Privacy) The parties agree to handle all personal data handled by them in the course of this Agreement in a manner that complies with the Data Protection Act 1998 and UK GDPR. Any personal data received or accessed by KD will be processed in accordance with its Privacy Policy available at https://www.kddrones.com/.

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12. (General)

a) The Customer must not deal with the obligations or benefits of this Agreement in any way, whether by assignment, licence, sub-contract or otherwise, without KD’s prior written consent.

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b) No variation of this Agreement shall be effective unless it is in writing and signed by both parties.

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c) Any provision of this Agreement which is invalid or unenforceable and is capable of being severed to the extent of the invalidity or unenforceability without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of that provision shall be deemed to have been severed.

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d) This Agreement replaces all previous agreements between the parties concerning its subject matter and contains the whole agreement between the parties.

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e) Defined terms have the same meaning as in the Particulars or as otherwise specified.

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f) A party does not waive a right simply because it fails to exercise the right, delays exercising the right, or only exercises part of the right and a waiver of one breach of a term of this Agreement does not operate as a waiver of another breach of the same term or any other term.​

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​g) Rules for Interpreting this Document:  Headings are for convenience only, and do not affect interpretation.  The following rules also apply in interpreting this document, except where the context makes it clear that a rule is not intended to apply.​​

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1. i) A reference to:

   1. a legislative provision or legislation (including subordinate legislation) is to that provision or legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it;

   2. a document or agreement, or a provision of a document or agreement, is to that document, agreement or provision as amended, supplemented, replaced or novated;

   3. a party to this document or to any other document or agreement includes a successor in title, permitted substitute or a permitted assign of that party;

   4. a person includes any type of entity or body of persons, whether or not it is incorporated or has a separate legal identity, and any executor, administrator or successor in law of the person; and

   5. anything (including a right, obligation or concept) includes each part of it.​

 

13. (Notices) Any notices or other communication provided for under this Agreement should be notified to the addresses specified in this Agreement. Any notice or other communication provided for in this Agreement is taken to be properly given or delivered if sent by mail or email to the persons specified in and at the address shown in this Agreement.

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14. Rights of Third Parties: No person who is not a party to this Agreement will have any right to enforce it pursuant to the Contracts (Rights of Third Parties) Act 1999.

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15. (Acknowledgement) The Customer acknowledges that the Customer has read and understood all of the terms of this Agreement and considers such terms to be fair and reasonable in all respects. The Customer also acknowledges that the Customer has received independent legal advice or declined the opportunity to seek independent legal advice in relation to this Agreement.

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16. (Governing Law and jurisdiction) Both parties irrevocably agree that as this Agreement is to be governed and construed in accordance with the laws of England and Wales, and the courts of England and Wales will have exclusive jurisdiction over any disputes or matters arising out of this Agreement.

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THESE TERMS ARE SUBJECT TO REVIEW FROM TIME TO TIME AND MAY BE UPDATED BY KD AT ITS DISCRETION.

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Version 1: March 2025