1. Client Brief
1.1 The client is responsible for providing a brief to SkyMedia no later than one week prior to commencement of the date for services.
1.2 The client will include in the brief the service and deliverables, to include site access, site position, contact details and other information as required.
1.3 It is the clients responsibility to provide SkyMedia with complete and accurate information, failure to do so may result in additional charges by SkyMedia, to reflect costs incurred, such as time, travel and other costs not covered
1.4 The client understands that SkyMedia may make changes to the brief & scope as required, to ensure the service SkyMedia provides adheres to the terms of the Aerial License as governed by CASA and all relevant laws and safety standards. The client agrees to facilitate these necessary changes.
1.5 The client will provide SkyMedia with an orientation to any site, building or premises where the service will take place, prior to the date for services.
2. Payment of Fees
2.1 If requested by Skymedia, the client agrees to pay a deposit of 50% of the estimated fees no late than 7 days before the commencement of services.
2.2 Unless otherwise agreed, the client agrees to pay all fees by electronic transfer
2.3 The fee for the service and deliverables is subject to variation to the brief requested by the client & agreed by SkyMedia.
2.4 The outstanding balance of fees is due within 7 days of the tax invoice issued by SkyMedia
2.5 Client material will only be issued upon complete payment of all fees by the client.
2.6 Any late payments will be subject to interest on the overdue amount
2.7 In the event of a cancellation due to weather conditions, SkyMedia will withhold and charge the client any ancillary costs associated with the booking.
3. Cancellation & Termination
3.1 The client may cancel the agreed services at any time by providing SkyMedia with written notice.
3.2 The client will ensure SkyMedia is given as much notice as possible of a cancellation.
3.3 Within 7 days of issue of SkyMedia’s tax invoice, the client agrees to pay:
3.3.1 100% of the agreed price where the service was cancelled with less than 48 hours’ notice
3.3.2 50% of the agreed price where the client cancelled between 48 & 96 hours notice
3.3.3 30% of the agreed price where the client cancelled with more than 5 days notice
3.4 SkyMedia may terminate this agreement at anytime by providing written notice to the client if:
3.4.1 The client directs SkyMedia to act in a manor contrary to SkyMedia’s aerial licence and/ or applicable laws;
3.4.2 The client directs SkyMedia to provide the service in a manner leading to an unreasonable health and safety risk to SkyMedia personnel, contractors or SkyMedia equipment; or
3.4.3 The client otherwise places unreasonable demands on SkyMedia in relation to delivery of the service.
3.5 Cancellation under clause 3.4 will result in the client being liable for all costs incurred by SkyMedia.
4. Weather conditions
4.1 The Client accepts that SkyMedia may be unable operate its aerial equipment and provide the service in unfavourable weather conditions.
4.2 SkyMedia will be unable to provide the Services on the Date(s) for Services in the following situations:
4.2.1 SkyMedia’s Chief Pilot declares it is unsafe to fly due to prevailing weather conditions; or
4.2.2 the Client or its representatives instructs SkyMedia that the weather conditions are not suitable to provide the service.
4.3 SkyMedia will provide the Services as soon as possible after the agreed Date(s) for Services where possible.
4.4 If the situation where provision of service is interrupted by a change in weather conditions, SkyMedia will arrange a further site visit to carry out the Services where possible.
4.5 The Client will be liable for any costs incurred by SkyMedia and its contractors as a result of re-scheduling the Services.
4.6 In the event it is not possible to re-schedule the Services due to the Client’s requirements, normal cancellation rates (see clause 3) will apply.
5. Force Majeure
5.1 Neither the client or SkyMedia will be liable for any delay or failure to perform its obligations pursuant to this agreement if such delay or failure is due to force majeure. If a delay or failure is anticipated due to force majeure, the performance of a party’s obligations will be suspended.
6. Public liability insurance
6.1 SkyMedia holds public liability insurance ($10 million) which covers all aspects of the Services. A copy of this insurance policy is available to inspect by the Client upon request.
7. Aerial approvals
7.1 Where additional CASA aerial approvals are required, SkyMedia will prepare and submit the application to CASA for the agreed fee within the agreed time frame on receipt of the Fee for Aerial Approval from the Client.
7.2 Time frames for CASA aerial application approval vary significantly and the Client acknowledges this may affect lead times and is out of the hands of SkyMedia. The Client must allow sufficient lead times for the CASA aerial approval process and SkyMedia cannot be held responsible for delay caused by this process.
7.3 The client agrees to provide all requested information to SkyMedia, required to gain this approval, as soon as possible. SkyMedia 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.
8. Other permissions
8.1 The Client is responsible for obtaining any other permissions/approvals necessary to enable SkyMedia to provide the Services and provide the Deliverables under this agreement.
8.2 Where the Client fails to obtain the permission, the client will be fully liable for cancellation fees as set out below.
9. Model and property release forms
9.1 Unless specifically agreed in writing prior to the commencement of services under this agreement, SkyMedia will provide the Deliverables without obtaining model or property release forms.
9.2 The Client accepts full responsibility 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.
9.3 SkyMedia 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, the client will inform SkyMedia in writing, prior to the Date(s) for Services.
9.4 SkyMedia accepts no responsibility where images of trademarks/company logos are used by the Client to support other non-associated works.
10. Delivery Date
10.1 All Deliverables will be delivered in the format agreed at the time of ordering by the Delivery Date specified in the Particulars, except where otherwise agreed.
10.2 The Delivery Date is subject to variation reasonably required to accommodate any changes to the Deliverables agreed between the parties.
11. Confidentiality and Intellectual Property Rights
11.1 Subject to clause 11.2, SkyMedia and the Client will protect the confidentiality of all information provided to each other under this agreement.
11.2 SkyMedia may disclose information to its contractors for the purposes of performing the Services under this agreement.
11.3 Neither party will disclose any information provided to it by the other party unless the information is in the public domain or required to be provided by law.
11.4 Title to all Deliverables will pass to the Client on receipt of full and final payment of the Fee (and any other amounts payable to SkyMedia under this agreement)
11.5 Unless otherwise agreed to in writing by the parties, all Intellectual Property Rights in or associated with the Deliverables and the Services will belong to and vest in, and are assigned to the Client on receipt of full and final payment of the Fee (and any other amounts payable to SkyMedia under this agreement)
11.6 The Client hereby grants an irrevocable, royalty free licence to SkyMedia and its nominees to use the Deliverables for the purposes of promoting SkyMedia’s business subject to any restrictions specified in the Particulars.
11.7 This clause will continue to apply after termination or expiry of this agreement without limit in point of time, but will cease to apply to confidential information which has come into the public domain otherwise than by a breach of this clause.
12. Indemnity and limitation of liability
12.1 The Client must indemnify, keep indemnified and hold harmless SkyMedia for all loss, damage (direct or indirect), liability or injury caused or contributed to either directly or indirectly by the Client or any person the Client is responsible for (including personnel and sub-contractors).
12.2 The Client must indemnify, keep indemnified and hold harmless SkyMedia from and against all claims, damages, loss and expenses arising out of or in connection with the Client’s breach of this agreement or any negligence, reckless or wilful act or omission by the Client or any person the Client is responsible for.
12.3 SkyMedia will not be liable for any misrepresentation that may occur as a result of any editing or manipulation of images carried out by SkyMedia in accordance with this agreement.
12.4 SkyMedia’s liability to the Client is limited to the value of the agreed Fee.
12.5 Neither party will be liable for consequential, special, indirect, exemplary or punitive liabilities in relation to a breach of this agreement or event, fact, matter or circumstance.
13. Workplace health and safety
13.1 The Client will provide and maintain, as far as is practicable, an environment for SkyMedia, its employees and members of the public that is safe and without risks to health.
13.2 The Client must ensure that they and any of their contractors, at all times identify and take all necessary precautions for the health and safety of all persons, including SkyMedia’s employees and contractors.
13.3 The Client must comply with any Acts, regulations, by-laws, codes of practice and Australian Standards which are in any way applicable to workplace health and safety and the provision of any services in relation to the requirements.
14. Warranties by SkyMedia
14.1 SkyMedia warrants that:
14.1.1 it holds a valid CASA aerial licence authorising the use of unmanned aerial vehicles required to carry out the Services under this agreement; and
14.1.2 its pilots are authorised to operate this equipment are authorised to do so under SkyMedia’s aerial licence and insurance.
15. Miscellaneous
15.1 This agreement is subject to any special conditions in the Particulars. If there is an inconsistency between a special condition and another provision of this agreement, the special condition prevails.
15.2 This agreement will be read subject to any applicable laws and regulations.
15.3 All prior representations, warranties, arrangements, understandings and agreements concerning the subject matter of this agreement are superseded.
15.4 Any variations or assignments by the Client to this agreement will not be enforceable unless they are made in writing, prior to the variation or assignment and signed by both parties. SkyMedia may assign its rights by written notice to the Client.
15.5 SkyMedia may delegate and/or assign all or any of its rights or obligations under this agreement to a third party.
15.6 This agreement is governed by and interpreted in accordance with the laws of Victoria.
15.7 A waiver by SkyMedia in respect of any breach of a condition or provision of this agreement shall not be deemed to be a waiver in respect of any other or any subsequent breach.
15.8 Although all equipment is checked regularly SkyMedia will not be responsible for not obtaining footage due to technical failure, either at the shooting or processing stage.
16. Definitions
16.1“CASA” refers to the Civil Aviation Safety Authority of Australia
16.2 “Client” refers to a customer or any person / agent who is acting on behalf of, or with the authority of the customer who engages or hires SkyMedia Equipment or Services.
16.3 “Client Materials” refer to all text, images, settings and other materials provided or introduced by the Client for use in connection with the Services.
16.4 “Confidential Information” means all trade secrets and know how, financial information and other commercially valuable information of whatever description and in whatever form, including, without limitation, information that:
16.4.1 is by its nature confidential; (b) is designated by a Party as confidential; (c) the recipient knows or ought to know is confidential;
16.4.2 is “personal information”, that is, information or an opinion, whether true or not and whether recorded in a material form, about a natural person whose identity is apparent or can be readily ascertained from the information or opinion.
16.5 “Date(s) for Services” refers to the date(s) agreed for SkyMedia to provide the Services as set out in the Particulars.
16.6 “Deliverables” refers to any tangible results of the Services produced or generated by SkyMedia including, but not limited to photographs, negatives, prints and literary works produced or generated by the SkyMedia in the course of providing the Services.
16.7 “Delivery Date” refers to the agreed date for SkyMedia to provide the Deliverables to the Client as set out in the Particulars.
16.8 “Fee” means the fee for the Services and Deliverables, as set out in the Particulars.
16.9 “Fee for Aerial Approval” means the fee (if any) as set out in the Particulars which the Client agrees to pay for SkyMedia to obtain additional aerial approval from CASA.
16.10 “Intellectual Property Rights” includes all copyright and neighbouring rights, including all rights in relation to inventions (including patent rights), registered and unregistered trademarks and registered or unregistered designs.
16.11“Services” refers to any Unmanned Aerial Vehicle (UAV), photography, videography, production, development, promotion, maintenance and any other services to be performed by SkyMedia for the client under this agreement.
16.12 “Booking” refers to communications from the client requesting a service to be provided by SkyMedia.
16.13 “SkyMedia” in these terms refers to SkyMedia Productions.