Terms and Conditions

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1. Purpose of Overscout

To provide one-stop services to companies or businesses, which require or wish to outsource their drone operations, and Operators by linking them to each other through overscout.com.

Overscout Services includes amongst others providing a list of Operators who are based in the relevant region for the Mission, document previews, photo thumbnails, and payment processing between Client and Contracted Operator.



2. Explanation of Keywords Used in the Website, this Terms and Conditions and the proforma Contract

Affiliate means, in relation to either Party, a company or corporation: (i) that is, directly or indirectly, controlled by such Party; or (ii) that, directly or indirectly, controls such Party; or (iii) that is, directly or indirectly, controlled by a company or corporation that also, directly or indirectly, controls such Party. For the purposes of this definition, “control” means having the right to exercise or cause the exercise of the vote of more than 50% of all of the voting shares of such company or corporation;

Client means the Contracted Operator’s Customers or Customers (as the context so requires), who is a Registered User, or its valid representatives, who procures drone services from and contracts with a Contracted Operator, through overscout.com;

Client Personnel, exclusively for the purposes of this Terms and Conditions, means the Client’s employees, directors, shareholders, consultants, representatives, agents, and Client’s contractors. This term is for convenience and reference only and is used for the purpose of this Terms and Conditions. Without prejudice to each of its and their contracts with Client, this reference does not denote the employment status of each of the entity mentioned;

Content or User Generated Content means for example information, details, marketing material, and requirements, which are uploaded through overscout.com, as edited from time to time on or, Profile uploaded, as edited from time to time, on overscout.com, by Content Owner User;

Content Owner User: Client or Operator who uploads or edits User Generated Content; or, any user of overscout.com who uploads their profile (“Profile”);

Contracted Operator: the Registered User, offering and supplying the services of drone technology and operation services through overscout.com, who gets selected by the Client and has entered into the Agreement for Drone Services (“Agreement”), which is validly executed by and between Contracted Operator and Client;

Contracted Operator Personnel, exclusively for the purposes of this Terms and Conditions, means Contracted Operator’s employees, director(s), shareholders, consultants, representatives, agents and Contracted Operator’s contractors. This term is for convenience and reference only and is used for the purpose of this Terms and Conditions. Without prejudice to each of its and their contracts with Contracted Operator, this reference does not denote the employment status of each of the entity mentioned.

Mission: a drone-specific project specified in a service request/order requested by Client, and as posted on overscout.com (visible to Registered User), which contains detailed specifications including (but not limited to) the requirements, location, deadline, and expected handover material;

Operator: any Registered User who offers to supply the services of drone technology and operation through overscout.com;

Operator’s Services: the drone technology and operation services offered to be provided and supplied by Operators via overscout.com;

Overscout: Overscout (or its valid representative), an entity who has entered into a valid contract with its Registered Users, to provide them with one-stop drone services platform, linking them to each other through overscout.com, upon their signups and agreement to Overscout’s Terms and Condition (prior to becoming Registered Users), which shall then be the valid contract between Overscout and its Registered Users;

Overscout Personnel, exclusively for the purposes of this Terms and Conditions means, Overscout employees, director(s), shareholders, consultants, representatives, agents and Overscout’s contractors. This term is for convenience and reference only and is used for the purpose of this Terms and Conditions. Without prejudice to each of its and their contracts with Overscout, this reference does not denote the employment status of each of the entity mentioned;

Payload: equipment attached to the UAS including but not limited to the camera body, lenses, or sensors, used during a Mission;

Personnel: Client Personnel, Contracted Operator Personnel or Overscout Personnel, respectively, as the context so required;

Registered User: Client, Operator, or, Contracted Operator;

Services: Services performed by Contracted Operator in accordance with the Agreement;

UAS: Unmanned Aerial System, which is used during a Mission at the arranged location.



3. Intellectual Property

Overscout, overscout.com, infrastructure, logo, visuals, design, layout, look, appearance, graphics and any ancillary products thereof are Overscout’s property and are protected by the prevailing intellectual property laws.

Overscout owns a registered trademark (trademark number UK00003182174).

overscout.com may also contain materials that are licensed to Overscout.

Reproduction of Overscout property and/or any of the materials licensed to Overscout is prohibited. All materials that are not owned by or licensed to Overscout are acknowledged on overscout.com.



4. Governing Law

Overscout Terms and Conditions herein shall be construed, governed and take effect in accordance with English law. Subject to any method of resolution of disputes as agreed by Overscout and its contracted parties from time to time, the courts of England shall have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Terms and Conditions.



5. Third Party Content and Disclaimer

From time to time, overscout.com also includes links to other website(s). These links are provided for your convenience only amongst others to connect the Clients with Operators and Contracted Operator. They do not signify that Overscout endorses the third party website(s). There is no agency relationship between Overscout and any of these third party and that of their website(s) that are hyperlinked on overscout.com. Overscout shall not be responsible for any third party website(s) that are hyperlinked on overscout.com and their contents.

The use of any information or any materials on overscout.com is entirely at users’ own risks, for which Overscout shall not be liable. It shall be user’s own responsibility to read any third party website’s own terms and conditions or privacy policies and to ensure that any products, services or information available through overscout.com meet user’s requirements.

Neither Overscout or any of its Affiliates provide any warranty or guarantee as to the accuracy, fitness, completeness or suitability of the information and the materials found or offered on overscout.com for any particular purpose. Although, Overscout shall at all times endeavour to provide the best services, Overscout or any of its Affiliates does NOT warrant or represent: (i) the completeness or accuracies of the information published on overscout.com; (ii) that, the material or information on overscout.com is up to date; or, (iii) that, overscout.com, information or any services thereof shall remain available. To the maximum extent permitted by applicable law and subject to the Limitations and Exclusions of Liability herein, Overscout excludes all representations and warranties relating to the subject matter of this disclaimer, overscout.com, and the use of overscout.com.



6. User Generated Content

Subject to and without prejudice Section 11 herein and Clause 4 of the Agreement, the Content is owned by the Content Owner User. Overscout does not and shall not own the Content, except for the limited rights that enable Overscout to offer its services, such as (but not limited to) to access, scan, and store User Generated Content.

By agreeing to this Terms and Conditions, Registered User and any user provides Overscout, any of its Affiliates, its representatives and proxies, permission and consent to access, scan and store the Content in order to fulfill Overscout Services.

In accordance with the prevailing regulations , when unlawful or infringing Content is reported to Overscout, Overscout shall review such Content, may subsequently also prevent access to, and/or remove Content. However, Overscout otherwise has no obligation to monitor or review any Content.

Overscout respects the intellectual property rights of others and expects the users of overscout.com to do the same. Please email your concerns and report any suspicion of potential infringement to copyright@overscout.com.



7. Client’s Responsibility

By agreeing to this Terms and Conditions, Client agrees to only create Missions that are compliant with the prevailing laws, rules and regulations. If Overscout receives a report of an unlawful Mission posted on overscout.com, it will be removed forthwith.

Client agrees to provide as much information as possible that a Contracted Operator requires to assess the feasibility of a Mission and to fulfill a Mission according to its agreed requirements.

Client shall give the Contracted Operator sufficient time to do pre-flight checks.

Where relevant and subject to the requirements prescribed in the Mission, Client has to obtain landowner permission or any relevant third party’s consent at the point of takeoff and landing. For your perusal, please refer to the landowner permission template.

If Client’s Payload is used, Client has to ensure that it is insured against damage or loss by UAS.



8. Limitations and Exclusions of Liability

All Claims (as defined in the Agreement) in respect of injury to or sickness, disease or death of any Third Party (as defined in the Agreement) or loss of or damage to any property of any Third Party arising out of or in connection with the operation of UAS, performance of Services hereunder, and the Agreement shall, as between Overscout, Client and Contracted Operator, be borne in proportion to what their respective liabilities (if any) in the law of negligence are or would be in respect of the incident in question.

Nothing contained herein shall limit or exclude any liability for: (i) death or personal injury resulting from negligence; or, (ii) fraud or fraudulent misrepresentation.

Overscout shall not be liable for or in respect of: (i) any losses arising out of any event or events beyond its reasonable control; (ii) any losses, business or otherwise, including (without limitation) loss of or damage to profits, income revenue, use, production, anticipated savings, business, contracts, commercial opportunities, or goodwill; (iii) corruption of any data, database or software; (iv) any special, indirect or consequential loss or damage.

You agree and acknowledge that Overscout is a limited liability company and that Overscout has an interest in limiting the personal liability of Overscout’s officers, directors and employees, and having regard to that interest, you agree that you shall not bring any Claim personally against Overscout’s officers, directors and employees in respect of any losses you suffer in connection with overscout.com, any use thereof, or this disclaimer. Notwithstanding to the aforementioned, anything contained herein shall not limit or restrict or in any way exclude the liability of the limited liability itself for the acts and omissions of Overscout’s officers, directors or employees.



9. Exclusive Arrangement

If Client finds and contracted with the Contracted Operator through Overscout, Client shall, for a period of one year from the date of the satisfactory completion of the previous Mission, only procure the Services of and engage the Contracted Operator, for any extension of previous Mission or new Mission, through Overscout.

By agreeing to this Terms and Conditions, Contracted Operator agrees to and shall reject requests, for Services for any extension of previous Mission or new Mission that have not been posted via overscout.com, from Clients with whom the first contact was through Overscout. Overscout shall reserve the right to terminate the membership of both Client and Contracted Operator when either is found in violation of or for any non-conformance of this provision.



10. Operator’s Responsibility

By agreeing to this Terms and Conditions, Contracted Operator shall conduct a pre-flight check and ensure that the Mission can be undertaken safely, adhering to any prevailing rules and regulations and in accordance with the Contracted Operator’s license.

The Contracted Operator shall treat any Mission with highest integrity.

Operator shall adhere to any prevailing rules and regulation and its own license requirements. Overscout shall not be responsible for any non-compliance of these rules. Operator shall defend, indemnify and hold harmless Overscout and its Affiliates from and against any and all Claims (as defined in the Agreement) related to any non-compliance with law and regulations in regards to Operator’s license and operations.

The Contracted Operator shall report any and all reportable accident to the relevant competent body in accordance with the relevant reporting requirements, including but not limited to any incidents that result in serious injury, loss of consciousness, or property damage, which must be reported to the competent authority.

The Contracted Operator shall conduct a preflight inspection which includes specific aircraft and control station systems checks to ensure the UAS is safe for operation.

Where relevant and subject to the requirements in the Mission, Contracted Operator has to obtain landowner permission at the point of takeoff and landing. For your perusal, please refer to the landowner permission template.

Contracted Operator will deliver the relevant material and data, as per the Agreement, to Client through their preferred method as agreed.



11. Delivery of Data,Data Rights and Intellectual Property Rights as Between Client and Contracted Operator

All documents, drawings, technical know-how, calculations, computer print-outs, computer files and data, computer software designs and inventions relating to the services developed or provided by the Contracted Operator pursuant to the Agreement between the Client and Contracted Operator, whether fully or partially completed, shall be the property of Client and the copyright for the same shall be vested in Client upon creation.

The Contracted Operator agrees to provide Client with all relevant data obtained during the Mission within the time set forth in the Mission, unless a different time is permissible by and as specified in the Mission. Any differing delivery time shall be mutually agreed by both Client and the Contracted Operator.

By delivering the aforementioned data, the Contracted Operator warrants that it surrenders and transfers all rights on the data conferred to it by law to the Client, to the extent it is legally permissible (please peruse the Agreement and the relevant clauses thereof).

In addition, the Contracted Operator agrees that it will not retain any copies of the data and will not resell or provide any of the data to any other person or entity without the express written permission of Client.



12. Payment

To commence a Mission, a deposit per Mission is due upfront of which 75% will be forwarded to the Contracted Operator and 25% is collected by Overscout as Overscout’s fee (“Fee”). The amount of the deposit is dependent upon geographical location.

The remainder is due upon completion of Mission and will be forwarded in full.

The Contracted Operator shall submit an invoice and require the remaining balance (excluding the deposit) to be payable within 14 calendar days after the submission of an invoice by the Contracted Operator to the Client.

Client can choose to pay the remaining balance directly to the Contracted Operator or pay through Overscout’s payment infrastructure and Overscout will forward such remaining balance in full to the Contracted Operator.



13. Consequences of a Force Majeure

Remote controlled aerial filming is naturally affected by the flying conditions. If a Mission has to be cancelled due to weather (i.e rain, strong winds etc.), the Contracted Operator shall not charge the client, and Contracted Operator shall forthwith arrange an alternative date and time. If such alternative date and time cannot be set due to matters beyond any of the Party’s fault, and the Contracted Operator has not incurred any cost (including, but not limited to, third party costs), then the deposit and Fee will be refunded. If the Contracted Operator has incurred a third party cost in this circumstances, then such cost will be offset (on cost basis) against the deposit and Fee to be refunded.

If the Mission cannot be postponed due to its nature being only relevant at or until a given date and time, and the inability to operate is beyond any of the Party’s fault and the Contracted Operator has not incurred any external costs with third parties, the deposit and Fee will be refunded. Otherwise, if the Contracted Operator has incurred any third party costs, due to this circumstances, then such cost will be offset (on cost basis) against the deposit and Fee to be refunded.

Please note that the ability to operate and any permits required hereunder, is subject to the granting or approval by the relevant authority.

All parties shall understand that safe operation is important. Thus if a safe operation cannot be guaranteed or permits/consents/permissions cannot be obtained, the Mission has to be postponed to a new date and time.



14. Dispute Resolution Procedure and Refund Policy

The disputing parties shall make all reasonable efforts to promptly reach an amicable resolution.

If no resolution can be found, Overscout will act as a mediator to help the parties reach a mutually acceptable resolution of the dispute. If necessary, Overscout will review the requirements set by the Client and the work performed and/or delivered by the Contracted Operator.

If a permission cannot be obtained and no alternative location can be found, the Mission shall be cancelled. If the Contracted Operator has not incurred any external costs with third parties, then the deposit and Fee shall be refunded. If the Contracted Operator has incurred any third party costs, due to this circumstances, then such cost will be offset (on cost basis) against the deposit and Fee to be refunded.

If a Mission is cancelled by the Client and has not been re-scheduled by the Client, it shall be presumed and therefore conclusive that Client shall no longer require for the Mission to go ahead. The deposit and Fee shall therefore be absolved and shall not be refunded by the Contracted Operator and if any additional costs with third parties have been incurred by the Contracted Operator, they will also have to be met by the Client.

A validly executed Agreement between Contracted Operator and Client shall be attached with the Mission.



15. Termination of User Account and Consequence, Either Upon User Request or by Suspension

Requests to delete an account can be directed to support@overscout.com. An account deletion shall be subject to any prevailing legal requirements to retain information. A notification email will be sent to the relevant user informing a potential suspension to allow amendment (when applicable) of Contents.



16. Changes and Variation

Overscout may vary the Terms and Conditions from time to time. Any changes to the Terms and Conditions shall apply to the use of overscout.com from the time of publication of the revised Terms and Condition on overscout.com.



17. Valid Contract

When Client posts the Mission, this is an invitation for Operators to tender an offer (to perform the Mission and submit quotes). When an Operator tenders an offer to perform the Mission, this is an offer, and shall NOT be treated as an acceptance, thus a contract between Client and Operator does not yet exist at this point. When the Client accepts the offer from, and agrees with the quotes submitted by the Operator, then there is a valid contract. Upon a valid execution of the Agreement, the Operator shall then be called Contracted Operator. The Agreement is a written evidence of the valid contract.



Contact

Contact legal@overscout.com for any queries in respect of the Terms and Conditions, the proforma Agreement or the privacy policy. Contact support@overscout.com for any technical support in relation to overscout.com and its contents.