We, Us, Our, VISUK – refers to “Vanquish Imagery Services (UK) Group Ltd.”
Data Protection Legislation.
Refers to all applicable privacy and data protection laws including the General Data Protection Regulation ((EU) 2016/679), the Data Protection Act 2018 and any further or additional national implementing laws, regulations and secondary legislation in England and Wales relating to the processing of Personal Data and the privacy of electronic communications, as amended, replaced or updated from time to time, including the Privacy and Electronic Communications Directive (2002/58/EC) and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426).
Introduction.
Welcome to our privacy policy. We respect your privacy and are committed to protecting your personal data. This privacy policy will inform you as to how we look after your personal data and tell you about your privacy rights and how the law protects you.
Vanquish Imagery Services (UK) Group Ltd. is registered with the Information Commissioner’s Office (ICO) in accordance with GDPR requirements. Certificate reference ZB226226.
Purpose of this privacy policy.
This privacy policy aims to give you information on how we collect and processes your personal data through your use of this website. This website is not intended for children and we do not knowingly collect data relating to children. It is important that you read this privacy policy in conjunction with other notices and policies. If you are directed to a third party website, the terms of their privacy policy will apply.
Controller.
Vanquish Imagery Services (UK) Group Ltd.is the controller and responsible for your personal data.
If you have any questions about this privacy policy, including any requests to exercise your legal rights, please contact us using the details set out below.
Changes to this Privacy Notice and your duty to inform us of changes.
We keep this privacy policy under regular review. This version was last updated in November 2021.
It is important that the personal data we hold about you is accurate and current. Please keep us informed if your personal data changes during your relationship with us.
Third-party links.
This website may include links to third-party websites, plug-ins and applications. Clicking on those links or enabling those connections may allow third parties to collect or share data about you. We do not control these third-party websites and are not responsible for their privacy statements. When you leave our website, we encourage you to read the privacy policy of every website you visit.
Personal Data we receive.
Personal data, or personal information, means any information about an individual from which that person can be identified. It does not include data where the identity has been removed (anonymous data).
We may collect, use, store and transfer different kinds of personal data about you which we have grouped together as follows:
We also collect, use and share Aggregated Data such as statistical or demographic data for any purpose. Aggregated Data could be derived from your personal data but is not considered personal data in law as this data will not directly or indirectly reveal your identity. For example, we may aggregate your Usage Data to calculate the percentage of users accessing a specific website feature. However, if we combine or connect Aggregated Data with your personal data so that it can directly or indirectly identify you, we treat the combined data as personal data which will be used in accordance with this privacy policy.
We do not collect any Special Categories of Personal Data about you (this includes details about your race or ethnicity, religious or philosophical beliefs, sex life, sexual orientation, political opinions, trade union membership, information about your health, and genetic and biometric data). Nor do we collect any information about criminal convictions and offences.
If you fail to provide personal data
Where we need to collect personal data by law, or under the terms of a contract we have with you, and you fail to provide that data when requested, we may not be able to perform the contract we have or are trying to enter into with you (for example, to provide you with goods or services). In this case, we may have to cancel a product or service you have with us but we will notify you if this is the case at the time.
How is your personal data collected?
We use different methods to collect data from and about you including through:
How your personal data will be used?
1. We will only use your data in circumstances where the data protection legislation allows us to. Most commonly, we will use your personal data in the following circumstances:
(a) Where we need to perform a contract we are about to enter into or have entered into with you;
(b) Where it is necessary for our legitimate interests (or those of a third party) and your interests and fundamental rights do not override those interests;
(c) Where we need to comply with a legal obligation;
(d) Where we have received your informed and specific consent to do so.
We have set out below, in a table format and within the numbered paragraphs thereafter, a description of all the ways we plan to use your personal data, and which of the legal bases we rely on to do so. We have also identified what our legitimate interests are where appropriate.
Please note that we may process your personal data for more than one lawful ground depending on the specific purpose for which we are using your data. Please contact us if you need details about the specific legal ground we are relying on to process your personal data where more than one ground has been set out in the table below.
| Purpose/Activity | Type of data | Lawful basis for processing |
| To register you as a customer, client portal user, or subscriber | (a) Identity data (b) Contact data | (a) Performance of a contract with you |
| As a VISUK customer, or blog member, to provide you with (a) information about blog membership, products or services benefits, (b) VISUK news and events, (c) VISUK customer and blog-member emails and webinars | (a) Identity data (b) Contact data (c) Marketing and Communications data | (a) Necessary for our legitimate interests (to ensure that customers and members are made aware of the support services offered by VISUK) |
| To provide you with marketing information regarding our products, services, blog membership, and client portal features | (a) Identity data (b) Contact data (c) Marketing and Communications data | (a) Necessary for our legitimate interests (to ensure that customers, prospective customers, and business partners are made aware of the services offered by VISUK) (b) Consent |
| To process and deliver your order including: (a) Manage payments, fees and charges (b) Collect and recover money owed to us | (a) Identity data (b) Contact data (c) Financial data (d) Transaction data (e) Marketing and Communications data | (a) Performance of a contract with you (b) Necessary for our legitimate interests (to recover debts due to us) |
| To register you as a customer, client portal user, or blog-member | (a) Identity data (b) Contact data | Performance of a contract with you |
| To manage our relationship with you which will include: (a) Notifying you about changes to our terms or privacy policy (b) Asking you to leave a review or take a survey | (a) Identity (b) Contact (c) Profile (d) Marketing and Communications | (a) Performance of a contract with you (b) Necessary to comply with a legal obligation (c) Necessary for our legitimate interests (to keep our records updated and to study how customers use our products/services) |
| To promote the technology and services of VISUK | (a) Identity (b) Contact (c) Profile (d) Usage (e) Marketing and Communications | (a) Performance of a contract with you (b) Necessary for our legitimate interests (to study how members use our products/services, to develop them and grow our business) |
| To administer and protect our business and this website (including troubleshooting, data analysis, testing, system maintenance, support, reporting and hosting of data) | (a) Identity (b) Contact (c) Technical | (a) Necessary for our legitimate interests (for running our business, provision of administration and IT services, network security, to prevent fraud and in the context of a business reorganisation or group restructuring exercise) (b) Necessary to comply with a legal obligation |
| To deliver relevant website content and advertisements to you and measure or understand the effectiveness of the advertising we serve to you | (a) Identity (b) Contact (c) Profile (d) Usage (e) Marketing and Communications (f) Technical | Necessary for our legitimate interests (to study how customers use our products/services, to develop them, to grow our business and to inform our marketing strategy) |
| To use data analytics to improve our website, products/services, marketing, events, customer relationships and experiences | (a) Technical | Necessary for our legitimate interests (to define types of customers for our products and services, to keep our website updated and relevant, to develop our business and to inform our marketing strategy) |
| To ask you to take part in research activities to allow us to develop our products and services in line with our business needs | (a) Identity (b) Contact | (a) Necessary for our legitimate interests (to undertake research into out member base to ultimately support decisions around our membership model) (b) Consent |
2. We will only use your data for the purposes for which we collected it unless we reasonably consider that we need to use it for another reason and that reason is compatible with the original purpose. We can explain this to you. If we need to use your data for an unrelated purpose, we will notify you and explain why we can do this. Please note that we can process your data without your knowledge or consent, in compliance with the above rules, where this is required or permitted by law.
Marketing.
Your personal data may be used to:
1. Provide you with a more personalised experience whilst using our website, including advertisements for relevant services and products.
2. Keep you informed about VISUK services and products available to you unless you have told us that you do not wish to receive such information. This could be by email, postal mail, phone or text.
Opting out.
You can ask us or third parties to stop sending you marketing messages at any time by logging into the website and adjusting your communication preferences.
Where you opt out of receiving these marketing messages, this will not apply to personal data provided to us as a result of being a VISUK customer.
Cookies.
You can set your browser to refuse all or some browser cookies, or to alert you when websites set or access cookies. If you disable or refuse cookies, please note that some parts of this website may become inaccessible or not function properly. For more information about the cookies we use, please see our cookie policy.
What we do NOT do with your personal data.
VISUK will not provide your personal data, received in accordance with the terms of this privacy notice, to third parties (other than those specified within this privacy notice) without your explicit and informed prior consent.
International Transfers.
In general personal data collected from you will be stored at a destination within the UK or European Economic Area (EEA). However we may also transfer your data outside the EEA.
Whenever we transfer your personal data out of the EEA, we ensure a similar degree of protection is afforded to it by ensuring at least one of the following safeguards is implemented:
Data security.
We have put in place appropriate security measures to prevent your personal data from being accidentally lost, used or accessed in an unauthorised way, altered or disclosed. We limit access to your personal data to those employees, agents, contractors and other third parties who have a business need to know. They will only process your personal data on our instructions and they are subject to a duty of confidentiality.
We have put in place procedures to deal with any suspected personal data breach and will notify you and any applicable regulator of a breach where we are legally required to do so.
Data retention.
How long will we use your personal data for?
We will only retain your personal data for as long as reasonably necessary to fulfil the purposes we collected it for, including for the purposes of satisfying any legal, regulatory, tax, accounting or reporting requirements.
We may retain your personal data for a longer period in the event of a complaint or if we reasonably believe there is a prospect of litigation in respect to our relationship with you.
To determine the appropriate retention period for personal data, we consider the amount, nature and sensitivity of the personal data, the potential risk of harm from unauthorised use or disclosure of your personal data, the purposes for which we process your personal data and whether we can achieve those purposes through other means, and the applicable legal, regulatory, tax, accounting or other requirements.
By law we have to keep basic information about our customers (including Contact, Identity, Financial and Transaction Data) for six years after they cease being customers for tax purposes.
In some circumstances you can ask us to delete your data: see your legal rights below for further information.
In some circumstances we will anonymise your personal data (so that it can no longer be associated with you) for research or statistical purposes, in which case we may use this information indefinitely without further notice to you.
Your Legal Rights.
Under the data protection legislation you have a number of rights with regard to your personal data. You have the right to:
Request access.
To your personal data (commonly known as a “data subject access request”). This enables you to receive a copy of the personal data we hold about you and to check that we are lawfully processing it.
Request correction.
This enables you to have any incomplete or inaccurate data we hold about you corrected, though we may need to verify the accuracy of the new data you provide to us.
Request erasure.
This enables you to ask us to delete or remove personal data where there is no good reason for us continuing to process it. You also have the right to ask us to delete or remove your personal data where you have successfully exercised your right to object to processing (see below), where we may have processed your information unlawfully or where we are required to erase your personal data to comply with local law. Note, however, that we may not always be able to comply with your request of erasure for specific legal reasons which will be notified to you, if applicable, at the time of your request.
Object to processing.
Your personal data where we are relying on a legitimate interest (or those of a third party) and there is something about your particular situation which makes you want to object to processing on this ground as you feel it impacts on your fundamental rights and freedoms. You also have the right to object where we are processing your personal data for direct marketing purposes. In some cases, we may demonstrate that we have compelling legitimate grounds to process your information which override your rights and freedoms.
Request restriction of processing of your personal data.
This enables you to ask us to suspend the processing of your personal data in the following scenarios:
Request the transfer of your personal data to you or to a third party.
We will provide to you, or a third party you have chosen, your personal data in a structured, commonly used, machine-readable format. Note that this right only applies to automated information which you initially provided consent for us to use or where we used the information to perform a contract with you.
Withdraw consent at any time.
Where we are relying on consent to process your personal data. However, this will not affect the lawfulness of any processing carried out before you withdraw your consent. If you withdraw your consent, we may not be able to provide certain products or services to you. We will advise you if this is the case at the time you withdraw your consent.
You do not have to pay any fee to request access to the personal information that we hold. However, if your requests become unfounded, repetitive or excessive we have the right to refuse your request or charge you a reasonable fee.
Complaints.
You have the right to make a complaint at any time to the Information Commissioner’s Office (ICO), the UK supervisory authority for data protection issues (www.ico.org.uk). We would, however, appreciate the chance to deal with your concerns before you approach the ICO so please contact us in the first instance.
Identity and contact details of controller and data compliance advisor.
Vanquish Imagery Services (UK) Group Ltd.is the controller of data for the purposes of the data protection legislation.
If you have any concerns as to how your data is processed, or if you have any questions about this privacy policy or our privacy practices more generally, you can contact our data compliance managers at [email protected], or you can write to us at:
FAO: Data Compliance Manager
Vanquish Imagery Services (UK) Group Ltd.
11 Carlton Close, Lower Compton
Plymouth, Devon. PL3 6JS. United Kingdom
This Agreement is made between:
Vanquish Imagery Services (UK) Group Ltd. registered in England and Wales under number 13259949 and whose registered office is at 11 Carlton Close, Lower Compton, Plymouth, Devon. PL3 6JS United Kingdom (“VISUK”)
AND
The receiving party of the UAS services and outputs referred to in this document as (the “Client”)
WHEREAS:
(a) The Client requires provision of aerial services, drone inspection surveying photography and video services for the purposes of executing its projects from time to time;
(b) VISUK is a company specialising drone services, supplying a range of aerial drone surveying, mapping, inspection, photography and video services, and also ground photography and video, services to its clients from time to time; and
(c) The Parties have agreed to the provision of aerial drone and ground photography services on terms and conditions as set out below.
IT IS HEREBY AGREED AS FOLLOWS:
1. Definitions and Interpretations
In this Agreement, the following definitions apply:
Agreement: this written agreement;
Business Day: a day when banks in London are generally open for business other than Saturdays and Sundays and local bank and public holidays;
Commencement Date: the date on which the Services commence as set out in the Service Quotation or such other date as may be agreed in writing by the parties;
Client: the person or organisation defined above purchasing the Services from VISUK. An agent acting on behalf of a Third Party shall be deemed to be the Client in this Agreement and all other associated Documents unless otherwise designated in writing by the Third Party;
Client Brief: a Document supplied by the Client defining the Client’s requirements for the Services required;
Client Default: any act or omission by the Client or failure by the Client to perform any relevant obligation which prevents or delays VISUK’s performance of any of its obligations in respect of the Services;
Deliverables: all Documents and other materials that the VISUK has agreed to provide to the Client as part of the Services.
Deposit: a payment unless agreed to otherwise in the amount of 50% of the total invoice amount which is due and payable at time of Client acceptance of the Service Quotation which is non-refundable and non-transferable;
Document: includes, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form;
Due Date: the due date for invoices, other than for Deposits, as defined in clause 6.8;
Force Majeure Event: means an event beyond the reasonable control of DTA including but is not limited to Acts of God, fires, floods, earthquake, windstorm or other natural disaster, war, invasion, act of foreign enemies, hostilities (whether war be declared or not) or imposition of government; law, judgment, order, decree, embargo, blockade, labour dispute including but not limited to strike, lockout or boycott (whether involving the workforce of either party or any other party); interruption or failure of utility service including but not limited to electric power, gas, water or telephone services; failure of equipment, machinery supply or material required by the relevant party; or default of suppliers or subcontractors or any other circumstances beyond the reasonable control of either Party;
Higher Level Services: means Services requiring a warranted level of accuracy or reliability, or where a professional surveyor or a professional inspection engineer is required;
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
Pre-existing Materials: all Documents, information and materials provided by VISUK relating to the Services which existed prior to the commencement of this Agreement;
Project: the Client project for which the Client wishes to engage the Services as defined in the Client Brief, Service Specification, Service Quotation and Purchase Order;
Purchase Order: the Document supplied to VISUK by the Client confirming acceptance of the Service Quotation by the Client and confirming the fees to be paid;
Purpose: the use of the Deliverable as stated in the Service Specification or Service Quotation;
Services: the surveying, mapping, inspections work or any other work to be executed as set out in the Service Specification;
Service Quotation: the Document delivered in writing by VISUK to the Client defining the fees to be paid to VISUK by the Client in payment for the execution of the Services as defined in a Service Specification;
Service Specification: the description of the Services provided in writing by VISUK to the Client;
Supplier Materials: all materials, equipment, Documents and other property of VISUK.
1.2 In this Agreement the following rules apply:
a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
b) a reference to a party includes its personal representatives, successors or permitted assigns;
c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
d) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
e) a reference to writing or written includes faxes and e-mails.
2. Supply of Services
2.1 VISUK will respond within a reasonable timescale to requests from the Client for the Services.
2.2 A request for the Services will be initiated by the delivery to VISUK of a Client Brief.
2.3 For very simple projects the Client Brief may be delivered verbally or by email.
2.4 The Client Brief shall contain sufficient unambiguous detail as to enable VISUK to write a Service Specification to satisfy the requirements of the Client including but not limited to the Purpose of the Services required within the context of the Project, the location or locations to be executed, the dates and times the Services are to be supplied and the Deliverables that the Client requires.
2.5 The lack of a Client Brief in Document form will not affect any of the other conditions in this Agreement.
2.5 The Service Specification will be created from the Client Brief and any additional information requested by VISUK from the Client.
2.6 The Service Specification will be delivered to the Client for review and any clarifications or changes requested by the Client will be discussed and amendments made to the Service Specification if necessary.
2.7 On completion of an agreed Service Specification VISUK shall deliver to the Client a Service Quotation.
2.8 On determining that it is satisfied by the Service Specification and Service Quotation the Client shall deliver to VISUK its Purchase Order for the Services.
2.9 VISUK shall supply the Services to the Client in accordance with the Service Specification in all material respects.
2.10 VISUK shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and VISUK shall notify the Client in any such event.
2.11 VISUK warrants to the Client that the Services will be provided using reasonable care and skill.
2.12 The Client acknowledges and agrees that:
a) VISUK delivery of any Services may be dependent upon VISUK obligations to comply with its Civil Aviation Authority (CAA) permissions to conduct Aerial Work;
b) Permission from the CAA, local Police, other authorities and relevant landowners, when needed can take considerable time. All Services are subject to the Client (or VISUK if specified in the Service Specification or Service Quotation) obtaining permission from landowners and legal access from which to safely operate the VISUK equipment;
c) VISUK may request details necessary to obtain such approvals from the Client and the Client must provide these to VISUK as soon as is possible understanding that VISUK 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;
d) Certain photographic, video or sensor images or readings from specific locations, directions and heights may not be feasible on the day for various operational reasons and in such cases the best possible alternative images or readings will be supplied where possible and these will be deemed to fulfil the obligations under the Services; and
e) Certain topographical, volume, measured building, 3D modelling and mapping surveys, whether using Photogrammetry or LiDAR, require direct unhindered line of sight between the sensor and the land, building or subject being surveyed. Any areas of the required survey location that are obscured by vegetation, parked vehicles, or any other obstructions will not be included in the Services; and
f) All outdoor location photography and videography is dependent upon suitable weather conditions and forecasting. The quality such as exposure and sharpness of photographs taken after sunset cannot be guaranteed and usually will not be attempted. Images required to be taken in a southerly direction particularly into the sun may suffer from lens flare and other detrimental effects;
g) The Client hereby acknowledges the flight and operational restrictions set out in the clause 2.10 and that VISUK cannot be held liable for any delay in the provision of the Services as a result of delays or change caused by such restrictions.
h) The VISUK Pilot in charge on the day has overall responsibility to ensure flight safety at all times, and as such has the final say on the decision to fly or not.
3. Varying the Services
3.1 The Client may request VISUK to vary the Services in form, quality or quantity provided that the nature of the Services does not change to become Higher Level Services and that the total cost of the Services is not affected by more than 10 per cent.
3.2 Where such a request does require Higher Level Services VISUK will supply a new Service Quotation under a new and different Agreement, and if work on the Services has commenced the Services will be deemed to have been cancelled and the Client will be subject to terms in the Cancellation clause.
3.3 Where such a request does not require Higher Level Services:
a) Such variations will be valued at the rates set out in the Service Quotation where applicable or failing this at new rates to be agreed between the parties;
b) Where variations to the Services would affect the total cost by more than per cent, the Service Quotation shall be renegotiated at the request of VISUK.
4. Third Party Software
Any third-party software supplied by VISUK as part of the Services, whether it is cloud-based Software-as-a-service or software installed on a Client or VISUK computer system, will be supplied under the terms and conditions of the third-party licensor of the software.
5. Client Obligations
5.1 The Client warrants that all relevant information regarding the nature and scope of the Services including and especially any unusual conditions which may apply has been supplied to VISUK.
5.2 The Client warrants that it has examined the Service Specification and Service Quotation in detail and is deemed to be satisfied before submitting a Purchase Order as to the nature and details of the Services to be executed and the Deliverables to be supplied by VISUK.
5.3 The Client acknowledges and agrees as follows:
A. to co-operate reasonably with VISUK in all matters relating to the Services;
B. to provide VISUK, its employees, agents, consultants and subcontractors, with access to the Client’s premises, office accommodation and other facilities as reasonably required by VISUK DTA to supply the Services;
C. to provide VISUK, its employees, agents, consultants and subcontractors, with access to any third party’s premises, office accommodation and other facilities as reasonably required by VISUK to supply the Services;
D. to deliver to VISUK all such information and materials as VISUK DTA may reasonably require to supply the Services and ensure that such information is accurate in all material respects;
E. to obtain and maintain all necessary licences, permissions and consents which may be required for the execution of the Services before the date on which the Services are to start (cf. clause 2.12b and clause 2.12c) unless VISUK has agreed in the Service Specification or Services Quotation to obtain the necessary licenses, permissions and consents;
F. to pay the cancellation fees as set out in the Cancellation clause where the Client fails to obtain the licences, permissions and consents;
G. to keep and maintain all Supplier Materials at the Client’s premises in safe custody at its own risk, maintain Supplier Materials in good condition until returned to VISUK, and not dispose of or use Supplier Materials other than in accordance with VISUK written instructions or authorisation;
5.4 The Client agrees that in the event of a Client Default:
A. VISUK shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays VISUK performance of any of its obligations;
B. VISUK shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from VISUK failure or delay to perform any of its obligations as set out in this clause 5.4; and
C. the Client shall reimburse VISUK on written demand for any costs or losses sustained or incurred by VISUK arising directly or indirectly from the Client Default.
6. Fees and Payment
6.1 Fees for the Services shall be as defined in the Service Quotation.
6.2 VISUK shall be entitled to charge the Client for any expenses reasonably incurred by the individuals whom VISUK engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by VISUK for the performance of the Services, and for the cost of any materials. All such expenses shall be listed in the Service Quotation.
6.3 Unless agreed to otherwise the Deposit is due and payable at time of Client delivery of its Purchase Order to VISUK and is non-refundable and non-transferable.
6.4 The full balance of the fees becomes due and the corresponding invoice will be delivered to the Client by VISUK upon completion of the Services defined by delivery of the Deliverables to the Client.
6.5 Where delivery is refused or where VISUK is unable to deliver due to circumstances beyond its control VISUK is entitled to treat the Agreement as being fulfilled and invoice the Client accordingly.
6.6 VISUK shall deliver invoices to the Client via email or by mutual agreement via another electronic means as the Client may request.
6.7 The Client shall pay any invoice for a Deposit at least one week prior to the Commencement Date and no work shall commence until payment is received.
6.8 The Client shall pay VISUK’s invoice in full within the Due Date which shall be agreed at the quotation stage but not more than thirty (30) days after the date of receipt of each invoice. Invoices are deemed to be received two (2) Business Days after the date appearing on the email delivering the invoice or electronic delivery system.
6.9 Deliverables which the Client reasonably considers to be in failure of the Service Specification shall be returned to VISUK within 15 days of receipt with a detailed explanation of the reasons why the Client considers the Deliverables to fail. Any such Deliverables which are found on being checked to be in failure of the Service Specification will be corrected at VISUK’s expense and the fees in the Service Quotation will be invoiced upon delivery of the corrected Deliverables to the Client. If any such Deliverables are found on being checked to comply with the Service Specification then the costs incurred by VISUK in checking shall be payable by the Client.
6.10 The Client shall pay each invoice submitted by VISUK in full and in cleared funds to a bank account nominated in writing by VISUK, and time for payment shall be of the essence of the Agreement.
6.11 Without limiting any other right or remedy of VISUK, if the Client fails to make any payment due to VISUK under the Agreement by the Due Date for payment, VISUK shall have the right to charge interest on the overdue amount at the rate of 7% per cent per annum above the then current HSBC Plc’s base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.
6.12 The Client shall pay all amounts due under the Agreement in full without any deduction or withholding except as required by law and the Client shall not be entitled to assert any credit, set-off or counterclaim against VISUK in order to justify withholding payment of any such amount in whole or in part. VISUK may, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by VISUK to the Client.
6.13 All payments must be made in UK Pounds Sterling unless otherwise agreed in writing between the parties.
6.14 VISUK reserves the right to change its fees for the Services and shall deliver written notice to the Client detailing such changes before the proposed date of the increase.
6.15 For advanced and custom projects VISUK reserves the right to charge for additional equipment as agreed with the client in advance.
7. Copyright and Intellectual Property Rights
7.1 The Client acknowledges and agrees that all Intellectual Property Rights and all other rights in the Services, the Deliverables and the Pre-existing Materials shall vest in and shall be and remain the sole and exclusive property of VISUK.
7.2 Subject to Clause 7.3, VISUK licenses all such rights to the Client free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable the Client to make reasonable use of the Deliverables and the Services in relation to the Project. Such licence may not be transferred to a third party without the written consent of VISUK and such consent may be subject to additional payment to VISUK.
7.3 If and to the extent that any of Intellectual Property Rights and other rights in the Services, the Deliverables and the Pre-existing Materials include or have been created, produced or developed using any Intellectual Property Rights belonging to a third party, VISUK shall use reasonable endeavours to procure that the Client shall be licensed to use such rights. Rights to such third-party Intellectual Property Rights may incur additional charges to the Client.
8. Model and property release forms
8.1 Unless specifically agreed in writing at least one week prior to the Commencement Date under this Agreement, VISUK will provide the deliverables without obtaining model or property release forms.
8.2 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.
8.3 VISUK 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, VISUK should be informed in writing at least one week prior to the Commencement Date.
8.4 In addition, VISUK accepts no responsibility where images of trademarks or company logos are used by the Client to support other non-associated works.
9. Confidentiality – Non-Disclosure Agreement (NDA)
Clause 9 forms a Non-Disclosure Agreement (NDA). A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under the Agreement, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 9 shall survive termination of the Agreement and remain valid for 10 years from the date of the agreement.
10. Insurance
10.1 VISUK holds Public Liability insurance which covers all aspects of the Services.
10.2 VISUK holds Employer’s Liability insurance which covers all aspects of the Services.
10.3 VISUK holds Professional Indemnity Insurance which covers all aspects of the Services.
10.4 VISUK is covered to fly at night and over water.
10.5 Copies of all insurance policies are available to inspect by the Client upon request or accessible on our website.
11. Limitation of Liability
11.1 VISUK will not be liable for any misrepresentation that may occur as a result of any editing or manipulation of images carried out by VISUK in accordance with this Agreement.
11.2 VISUK shall not be liable for any inaccuracy of the Deliverables of the Services or for any matters resulting from their use. Any accuracies or engineering observations specified in the Service Specification, Service Quotation and Deliverables are for guideline purposes only and it is for the Client to investigate these in detail using suitably qualified surveyors and engineers and determine how it wishes to interpret and use the Deliverables. If the Client requires Higher Level Services then VISUK can supply this under a different Agreement which would include the engagement of suitably qualified surveyors or engineers.
11.3 VISUK shall not be liable for any failure to perform the Services either at all or in part or within any particular time if performance is delayed, hindered or prevented by circumstances related to obtaining permission from the CAA, local Police, other authorities and relevant landowners as defined in clause 2.12.
11.4 VISUK shall not be liable for any failure to perform the Services either at all or in part or within any particular time if performance is delayed, hindered or prevented by any circumstances beyond VISUK’s control. After a period of 6 weeks from the start of such circumstances either party shall, without limiting its other rights or remedies, have the right to give notice terminate this Agreement immediately. The Client shall pay VISUK for the Services undertaken together with such additional costs to which VISUK has been committed or might reasonably have incurred.
11.5 VISUK shall not be liable for any third-party software supplied by VISUK as part of the Services, whether it is cloud-based Software-as-a-service or software installed on a Client or VISUK computer system. Third-party software is supplied solely under the terms and conditions of the third-party licensor of the software.
11.6 VISUK shall not be liable for any inaccuracy of the deliverables that results from inaccuracy or bugs in or changes to the operation of software that is used to create the deliverables.
11.7 VISUK shall not be liable for any changes over time in the reporting of the deliverables that results from changes in the software that is used to create the deliverables.
11.8 Nothing in this Agreement shall limit or exclude VISUK liability for:
A. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; and
B. fraud or fraudulent misrepresentation.
11.9 Subject to clauses 11.1, 11.2, 11.3, 11.4, 11.5, 11.6 and 11.7:
A. VISUK shall under no circumstances whatever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Agreement; and
B. VISUK shall under no circumstances whatever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any damage resulting from the use of VISUK Services; and
C. VISUK’s total liability to the Client in respect of all other losses arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the fees paid by the Client to VISUK under this Agreement;
D. This clause 11 shall survive termination of the Agreement.
12. Weather and Night Flying Conditions
12.1 The Client acknowledges that VISUK may be unable to provide the Services and operate its aerial equipment in certain weather or sunlight conditions.
12.2 VISUK is not responsible for delay or failure to provide the Services due to the prevailing weather or sunlight conditions and VISUK shall not be held liable where this results in loss or damage to the Client.
12.3 VISUK will be unable to provide the Services on the agreed Date(s) if:
A. A VISUK Pilot deems that it is unsafe to fly due to forecast or actual prevailing weather conditions; or
B. A VISUK Pilot deems that sunlight conditions are unsuitable to obtaining images of satisfactory quality; or
C. the Client or its representatives directs VISUK that the weather or sunlight conditions are not suitable for the capture of the Deliverables.
12.4 Where VISUK is not able to provide the Services on the agreed Date(s) due to weather or sunlight conditions:
A. Where the Client has restricted VISUK to flying only at particular times of day when the sunlight conditions are typically poor such as early morning or evening then VISUK shall have the right to invoice the Client for the costs that VISUK has reasonably incurred.
B. VISUK will endeavour to reschedule to provide the Services as soon as is reasonably possible after the agreed Date(s) for Services where possible.
C. After a period of 6 weeks from the start of such circumstances if further circumstances beyond VISUK’s control continue to preclude VISUK’s ability to execute the Services then either party shall, without limiting its other rights or remedies, have the right to give notice to terminate this Agreement immediately.
12.5 Night operations are permitted under our CAA permit.
A. Night is determined as one hour after sunset to one hour before sunrise.
B. VISUK aircraft comply with all CAA lighting regulations for night operations.
C. VISUK pilots must conduct a site survey in daylight prior to planning any projects requiring night flying.
D. VISUK cannot guarantee the quality of deliverables after dark.
E. A VISUK pilot will only operate at night if it deems it safe to do so.
13. Terminations and Cancellation
13.1 Without limiting its other rights or remedies, each party may terminate the Agreement with immediate effect by giving written notice to the other party if:
A. the other party commits a material breach of its obligations under this Agreement and (if such breach is remediable) fails to remedy that breach within 30 days after receipt of notice in writing of the breach;
B. the other party has a receiver or administrative receiver appointed over it or over any part of its business or assets or pass a resolution for winding up (except for the purposes of a genuine scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction makes an order to that effect, or becomes subject to an administration order or enter into any voluntary arrangement with its creditors, or it ceases or threatens to cease to carry on business; or
C. the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
13.2 If the Agreement is terminated for reason of breach on the part of VISUK the Client may decide to only use part of the Deliverables upon payment to VISUK of such fees as they shall agree.
13.3 On termination of the Agreement for any other reason:
A The Client may cancel the Agreement or a corresponding Purchase Order with no fees being charged provided at least one week notice of cancellation for each two (2) day period that the VISUK services team is booked is delivered to VISUK in email form that is confirmed as being received successfully by VISUK via a telephone call. For example for a project where a team is allocated for a 5-day period then two and one half (2.5) weeks notice period is required and where a team is allocated for just one (1) day then two and one half (2.5) days notice is required.
B When a cancellation notice is delivered within a period less than the minimum notice period defined in the previous clause or following commencement of work on the Services the Client shall immediately pay to VISUK all of VISUK’s outstanding unpaid invoices and interest and, in respect of Services supplied and associated works completed but for which no invoice has yet been submitted, VISUK shall submit an invoice including a charge of 20 per cent of the remaining total fees defined in the Service Quotation or a sum of £150.00 whichever is the greater, which shall be payable by the Client immediately on receipt;
14. Workplace health and safety
14.1 The Client will provide and maintain, so far as is practicable, an environment for VISUK, its employees and members of the public that is safe and without risks to health.
14.2 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 VISUK employees and contractors.
14.3 The Client must comply with any Acts, regulations, by-laws, codes of practice and British Standards which are in any way applicable to workplace health and safety and the provision of any services in relation to the Services.
15. General
15.1 Force Majeure Event:
a. VISUK shall not be liable to the Client as a result of any delay or failure to perform its obligations under this Agreement as a result of a Force Majeure Event.
b. If the Force Majeure Event prevents VISUK from providing the Services for more than 6 weeks, VISUK shall, without limiting its other rights or remedies, have the right to terminate this Agreement immediately by giving written notice to the Client. The Client shall pay VISUK for the Services undertaken together with such additional costs to which VISUK has been committed or might reasonably have incurred.
15.2 Assignment and subcontracting:
a. VISUK may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Agreement and may subcontract or delegate in any manner any or all of its obligations under the Agreement to any third party.
b. The Client shall not, without the prior written consent of VISUK, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Agreement.
15.3 Notices:
a. Any notice or other communication required to be given to a party under or in connection with this Agreement shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party’s main fax number.
b. Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at such address or, if sent by prepaid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed, or if sent by fax, on the next Business Day after transmission. This clause 16.3 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, “writing” shall not include e-mails and for the avoidance of doubt notice given under this Agreement shall not be validly served if sent by e-mail.
15.4 Waiver and cumulative remedies: A waiver of any right under the Agreement is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy. Unless specifically provided otherwise, rights arising under the Agreement are cumulative and to not exclude rights provided by law.
15.5 Severance: If a court or any other competent authority finds that any provision of the Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Agreement shall not be affected. If any invalid, unenforceable or illegal provision of the Agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
15.6 No partnership: Nothing in the Agreement is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
15.7 Third parties: A person who is not a party to the Agreement shall not have any rights under or in connection with it.
15.8 Variation: Except as set out in this Agreement, any variation, including the introduction of any additional terms and conditions, to the Agreement shall only be binding when agreed in writing and signed by VISUK.
15.9 Governing law and jurisdiction: This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the laws of England and Wales, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
15.10 Advanced and custom projects may fall outside these general terms and conditions and will be agreed under specific terms on a client by client basis.
We believe in being clear and open about how we collect and use data related to you. In the spirit of transparency, this policy provides detailed information about how and when we use cookies.
What are cookies?
Like most websites, Vanquish Imagery Services (UK) Group Ltd. website uses cookies to collect information. Cookies are small data files which are placed on your computer or other devices (such as smart phones or tablets) as you browse this website. They are used to ‘remember’ when your computer or device accesses our websites.
Why do we use cookies?
Cookies are essential for the effective operation of our websites and to help your journey around our websites.
How long do they last?
Cookies will remain on your computer or mobile device for different periods of time. Some cookies are ‘session cookies’, which means they only exist when your browser is open and are automatically deleted when you close your browser or quit the app. Other cookies are ‘persistent cookies’, meaning they survive after your browser or app is closed and can be used by websites or apps to recognise your computer when you re-open your browser or app later.
How to manage cookies
You can set your browser to block cookies, please check your browser for instructions on how to do this. The effect of disabling cookies depends on which cookies you disable but, in general, the website may not operate properly if all cookies are switched off.
Sharing on social media platforms
If you ‘share’ Vanquish Imagery Services (UK) Group Ltd. content on social networks, such as Facebook and Twitter, you may be sent cookies from these websites. We do not control the settings of these cookies, so please check the third-party websites for more information about how to manage them.
Third-party links
Our websites may include links to third-party websites, plug-ins and applications. Clicking on those links or enabling those connections may allow third parties to collect or share data about you. We do not control these third-party websites and are not responsible for their privacy statements. When you leave our website, we encourage you to read the privacy policy of every website you visit.
What type of cookies do we use?
When you visit our websites, we may place the following cookies:
| Category | Explanation | On by default? | Can be turned off? |
| Essential | These cookies are needed for essential functions such as logging in and enabling you to move around the website and use its features. These cookies can’t be switched off and they don’t store any of your information. | Yes | No |
| Functional | These cookies make it easier for you to use out website. They allow our site to remember the choices you make (such as your username, the region you’re in, or changes you have made to the web page display) to provide you with enhanced, more personal features. | Yes | Yes |
| Performance | These cookies gather information about how people use our website, for example which pages are popular, or if you get an error message from a page. All information these cookies collect is aggregated and therefore anonymous – information is used to improve how the overall site works. Switching off these cookies will mean we can’t gather information to improve your experience. | Yes | Yes |
More information on cookies
If you want to find out more information on cookies, including how to see what cookies have been set and how to manage and delete them, visit Wikipedia.org, www.allaboutcookies.org, or www.aboutcookies.org.