Terms and Conditions
These Terms and Conditions are to be read in conjunction with the details contained in your Email Confirmation. The Email Confirmation and these Terms and Conditions will form the terms and conditions of a Drone Services Agreement between you (“You” or “Client”) and Measure Australia Pty Ltd (“Measure Australia”).
1. Drone Services
1.1 You may place an Order to obtain Drone Services via calling Measure Australia’s switch by calling 1300 200 014 within Australia or +61 2 8035 3409 outside of Australia, by directly contacting a Measure Australia employee or authorised representative, through one of its Websites by submitting an electronic order form on the Websites, by submitting a form or purchase order request to firstname.lastname@example.org or by purchasing Measure Australia’s services via an Authorised Reseller.
1.2 In placing an order, You agree to provide complete and accurate information as to Your personal details in order to enable the performance of Drone Services by Measure Australia.
1.3 Orders placed by You whether they be in person, via telephone, email or other electronic communication are offers to purchase Drone Services at the specified price in accordance with the Order and these Terms and Conditions.
1.4 When Measure Australia accepts an Order it will send You an Email Confirmation setting out details of the Drone Services to be provided, including the total price payable (Fees) for the Drone Services and the scheduled drone flight time. When You receive the Email Confirmation it represents an agreement by Measure Australia to supply You with the Drone Services specified in the Email Confirmation in accordance with the Email Confirmation and these Terms and Conditions.
1.5 Measure Australia may, in its absolute discretion, specify in its Email Confirmation that You are required to pay a deposit by a particular date. Where a deposit has been requested, the Email Confirmation provided by Measure Australia will constitute a counter offer which will be deemed to be accepted by You if You pay the requested deposit by the date specified in the Email Confirmation. In the event that You do not pay the deposit by the requested date, the counter offer made by Measure Australia will lapse and may only be accepted by You with the further agreement of Measure Australia.
1.6 To the extent permitted by law, Measure Australia reserves the right to accept or reject any Order for Drone Services for any reason (or no reason) at any time including, but not limited to, the requirements of Civil Aviation Regulations, an error in the price, an error in Your Order or the discontinuance of a promotion.
1.7 In the event that Measure Australia rejects an Order under the above clause, it will notify You of that rejection and the reason for rejection via the user interface, email or telephone.
1.8 Measure Australia will not be liable to You for Your loss (consequential, direct or indirect) or that of any third party for the rejection of an Order.
1.9 Once You have placed an order for Drone Services and that Order has been accepted, cancellations or changes cannot be made other than in accordance with these Terms and Conditions.
2. Your Obligations
2.1. When placing an Order for Drone Services and during the performance of the Drone Services You must:
(i) co-operate with Measure Australia as Measure Australia reasonably requires;
(ii) provide the information and documentation that Measure Australia reasonably requires and/or that is set out in the online order form; and
(iii) ensure that Your staff and agents cooperate with and assist Measure Australia.
2.2. If You do not comply with Your obligations under clause 2.1, any additional costs and expenses which are reasonably incurred by Measure Australia as a result must be paid for by You.
3.1. In consideration for the Drone Services You agree to pay the Fees.
3.2. Measure Australia will issue You with a Tax Invoice in respect of the Fees in accordance with the GST Act. Subject to receipt of an invoice in accordance with this clause, You must pay to Measure Australia the Fees plus any GST within 7 days of receipt of the Tax Invoice.
3.3. Unless otherwise provided in the Email Confirmation, You will be responsible, and Measure Australia will charge You, for any authorisation, administration and/or clearance fees charged by a regulatory authority in relation to the Drone Services.
4. Intellectual Property
4.1. You agree that all Intellectual Property made or conceived, whether alone or with others, in the course of or arising out of the Drone Services will become the sole and exclusive property of Measure Australia (Drone Services IP).
4.2. Upon full payment of the Fees, Measure Australia will grant You a perpetual, royalty free, non exclusive and non transferable licence to use the Drone Services IP for Your internal purposes or purposes communicated to Measure Australia at the time You place Your Order.
4.3. You grant to Measure Australia a perpetual, royalty free, non exclusive and non transferable licence to use Your trademark, business name or other mark or logo for marketing and promotional activities to indicate that You are a current or former client of Measure Australia.
5. Confidential Information
5.1. It is a condition of this Drone Services Agreement with You that either Party will not, without the prior written consent of the other, directly or indirectly:
(a) disclose or publish, or permit the disclosure or publication of, any Confidential Information of the other Party to any person; or
(b) use, or permit the use of any Confidential Information,
(i) as necessary in order to give effect to this Drone Services Agreement;
(ii) as required by a law of Australia;
(iii) by way of a disclosure to professional advisers for the sole purpose of seeking advice; or
(iv) where, at the time of, or since, entering into this Drone Services Agreement the information has become (other than by a breach of this Drone Services Agreement), available in the public domain.
5.2. For the purposes of this Drone Services Agreement, Confidential Information means any information whatsoever, of a confidential nature, (whether provided verbally or by way of a document or other material in human or machine readable form) which relates to Measure Australia or You and includes:
(a) any information regarding the business or affairs of a Party, or which the other Party acquires in the course of and by reason of this Drone Services Agreement;
(b) information including, but not limited to:
(i) business ideas or concepts;
(ii) product formula, process, methods, pricing, record or data;
(iii) market research and marketing plans;
(iv) business plans and projections;
(v) financial positions or statements;
(vi) internal management matters, records, reports, policies and strategies; or
(vii) current or prospective clients, customers, employees, contractors of, or other persons doing business with, Measure Australia or You;
(c) information regarding details of any Intellectual Property, including trademarks, patents, copyrighted materials, trade secrets, drawings, know-how, plans, models, processes, registered or registrable designs or like material or computer software owned by or licensed to a Party;
(d) information which is marked as confidential by a client, customer or by a Party; or
(e) information which the recipient knows, or ought to know, is confidential.
5.3. The Parties agree to take all necessary steps to ensure that all Personnel are made aware of and comply with the obligations of confidentiality imposed by this Drone Services Agreement.
6. Cancellations and Changes to Orders
6.1. Cancellation by You
You may cancel an Order at any time by providing written notice to Measure Australia subject to the following conditions:
(a) You may freely cancel Your Order up to 48 hours prior to Your scheduled flight time, in which case any deposit paid by You will be fully refunded;
(b) if You cancel Your Order less than 48 hours but more than 24 hours prior to Your scheduled flight time, You will be charged and must pay to Measure Australia 50% of the total Fees payable in respect of Your Order; and
(c) if You cancel Your Order within 24 hours of Your scheduled flight time, You must pay 100% of the total Fees payable in respect of Your Order.
6.2. Cancellation by Measure Australia
(a) Measure Australia may cancel Your Order where Measure Australia determines that it is unable to complete Your Order, including, without limitation, where Measure Australia determines in its absolute discretion that it is not safe to do so, in order to comply with Civil Aviation Safety Regulations or because Measure Australia is unable to obtain necessary consents or permits required to fulfil Your Order.
(b) Where Your Order is cancelled by Measure Australia, and this is not as a result of Your conduct, acts or omissions, no Fee will be payable by You and You will be reimbursed any deposit paid.
(c) Where Your order is cancelled by Measure Australia and this is as a result of Your conduct, acts or omissions, You may be charged Fees in accordance with clause 6.1.
6.3. Variation by Measure Australia
(a) Measure Australia reserves the right to reschedule Your scheduled flight time in its absolute discretion including, without limitation, in response to prevailing weather conditions. Where Your scheduled flight time must be rescheduled You will be informed of Your new flight time as soon as possible.
(b) Where it is necessary to reschedule Your scheduled flight time and this is not as a result of Your conduct, acts or omissions, no additional fees will be charged. Where it is necessary to reschedule Your scheduled flight time and this is as a result of Your conduct, acts or omissions, a rescheduling fee of 20% of the Fees payable may be charged by Measure Australia in its absolute discretion.
7. Warranties and Indemnities
You warrant that:
(a) You have read and understood the Terms and Conditions and the Email Confirmation and agree to comply with the terms of this Drone Services Agreement at all times;
(b) You have not been induced to enter into this Drone Services Agreement by reason of any promise, representation, warranty or guarantee or undertaking whatsoever other than as is expressly stated in this Drone Services Agreement;
(c) You have been given the opportunity to take legal advice on the terms of this Drone Services Agreement;
(d) You have the power and authority to perform this Drone Services Agreement and have taken all necessary action in order to authorise its entry into this Drone Services Agreement; and
(e) You have obtained all third party approvals necessary for You to perform Your obligations under this Drone Services Agreement.
You indemnify Measure Australia, its Related Bodies Corporate and their directors, employees, contractors, agents, workers and Personnel and shall keep them indemnified against all actions, costs, charges, claims and demands in respect of:
(a) any breach of this Drone Services Agreement by You including without limitation the enforcement or the attempted enforcement of this Drone Services Agreement;
(b) any act or omission by You or Your employees, contractors, workers or agents;
(c) liability for all loss, damage or injury to any person or property caused by You, Your employees, contractors, workers or agents in the course of Measure Australia providing Drone Services to You.
7.3. Limitation on liability
(a) To the extent permitted by law, the liability of Measure Australia under or in connection with this Drone Services Agreement whether arising in contract, tort, negligence, breach of statutory duty or otherwise must not exceed the Fees paid by You to Measure Australia under this Drone Services Agreement.
(b) Without limiting the foregoing, to the extent permitted by law, Measure Australia limits its liability in respect of any claim to, at its option:
(i) to the supply of the Drone Services again; or
(ii) the payment of the cost of having the Drone Services supplied again.
(c) Measure Australia will not be liable to You in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by You of an indirect or consequential nature including any economic loss or other loss of turnover, profits, business or goodwill.
The obligations contained in clauses 3 (Fees), 4 (Intellectual Property), 5 (Confidential Information), 6 (Cancellations and Changes to Orders) and 7 (Warranties and Indemnities) survive termination or expiry of this Drone Services Agreement.
9.1. A party to this Drone Services Agreement may not assign or purport to assign any of its rights under the Drone Services Agreement without the prior written consent of the other party.
9.2. This Drone Services Agreement takes effect, is governed by and will be construed in accordance with the laws from time to time in force in New South Wales and the parties submit to the jurisdiction in the Courts of that State.
9.3. Failure or omission by either party at any time to enforce or require strict or timely compliance with any provision of this Drone Services Agreement will not affect or impair that provision in any way or the rights of either party to avail itself of the remedies it may have in respect of any breach of any such provisions.
9.4. This Drone Services Agreement constitutes the entire agreement of the parties in respect of the matters dealt with in it and supersedes all prior representations, arrangements, agreements, understandings and negotiations in respect of those matters.
10. Definitions and Interpretation
In this Drone Services Agreement:
Authorised Reseller: means the authorised resellers listed at www.measureaustralia.com.au/resellers from time to time;
Drone Services: means the services described in the Email Confirmation to be performed in accordance with this Drone Services Agreement;
Email Confirmation: means the email confirmation provided to You by Measure Australia in accordance with clause 1.4 of these Terms and Conditions;
GST: means Goods and Services Tax within the meaning of the GST Act;
GST Act: means the A New Tax System (Goods and Services Tax) Act 1999 (Cth);
Intellectual Property: means all intellectual property of any kind improvements, discoveries, innovations, modifications, improvements, ideas and inventions whatsoever, including all documents, data, records and other paper writings, whether patentable or otherwise registrable or not;
Measure Australia: means Measure Australia Pty Ltd (ACN 602 096 211);
Order: means a request to obtain Drone Services in accordance with clause 1;
Parties: means Measure Australia and You;
Personnel: means persons, whether as employees, workers, directors, officers or sub-contractors of Measure Australia, who are employed, appointed or are engaged by Measure Australia to provide the Drone Services;
Related Bodies Corporate: means a related body corporate as defined in section 9 of the Corporations Act 2001 (Cth);
Fees: means the fees identified in the Email Confirmation or otherwise agreed with You in respect of Your Order;
Tax Invoice: has the same meaning as in the GST Act; and
Websites: means www.measureaustralia.com.au and www.dataview.co.
In this Agreement unless the contrary intention appears:
(a) a reference to this Drone Services Agreement or another instrument includes any variation or replacement of either of them;
(b) a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re‑enactments or replacements of any of them;
(c) the singular includes the plural and vice versa;
(d) the word person includes a firm, a body corporate, an unincorporated association or an authority;
(e) a reference to a person includes a reference to the person’s executors, administrators, successors, substitutes (including, but not limited to, persons taking by novation) and assigns; and
(f) a reference to a day is to be interpreted as the period of time commencing at midnight and ending 24 hours later.