Terms and Conditions of Service (Business Clients)

Sky Based Specialists Ltd, a company registered in England and Wales under company number 16494173, whose registered office is at SISTER – Renold Building, 32a Altrincham Street, Manchester M1 7JR (“SBS”, “we”, “us”). Website: skybased.co. Contact: hello@skybased.co.

These Terms and Conditions govern the supply by SBS of drone-based and ground-based survey, inspection, mapping, media production, immersive access survey and related professional services. They apply to every Order together with the relevant Quotation or Order Form and, where Deliverables are hosted by SBS, the SBS Platform Terms of Service. These Terms apply to business and public-sector clients only: by placing an Order the Client confirms that it is acting in the course of a business, trade, craft or profession and not as a consumer.

1. DEFINITIONS AND INTERPRETATION

1.1 In these Terms:

“Adverse Weather” means weather conditions which SBS, acting reasonably, determines make it unsafe or impracticable to conduct a Flight on the agreed date, or reasonably likely that conducting the Flight would risk damage to equipment, persons or property, or produce Deliverables materially below the agreed Specification;

“Applicable Law” means all laws, regulations, regulatory policies and binding requirements applying to the Services from time to time, including in the United Kingdom the Air Navigation Order 2016, UK Regulation (EU) 2019/947 and UK Regulation (EU) 2019/945 (each as amended and retained in UK law), the requirements of the Civil Aviation Authority (“CAA”), data protection legislation and any applicable sanctions regime, and, where Services are performed outside the United Kingdom, the equivalent laws and aviation regulations of the relevant jurisdiction (including EASA requirements and the rules of the relevant national aviation authority);

“Business Day” means a day other than a Saturday, Sunday or bank or public holiday in England;

“Client” means the business or public-sector body identified in the Order;

“Client Materials” means any materials, information, data, branding, plans or content provided by or on behalf of the Client for the purposes of the Services;

“Confidential Information” means all information of a confidential nature disclosed in whatever form by one party to the other, including know-how, trade secrets and financial, commercial, technical or strategic information;

“Deliverables” means the outputs generated in the performance of the Services and identified in the Order, including images, video, point clouds, orthomosaics, 3D models, digital twins, virtual tours, access survey reports, data and documentation;

“Flight” means any drone flight carried out by or on behalf of SBS as part of the Services;

“Good Industry Practice” means the degree of skill, care, prudence and professionalism that would reasonably be expected of a competent provider of the same type of services in the same or similar circumstances;

“Hosted Services” means the hosting, publication or ongoing provision of Deliverables (including hosted virtual tours) via the SBS Platform, which is governed by the Platform Terms;

“Intellectual Property Rights” means copyright and related rights, patents, rights in inventions, trade marks, design rights, database rights, rights in data, rights in confidential information and all other intellectual property rights of whatever nature, whether registered or not, and wherever existing, including applications, renewals and extensions;

“Order” means the Client’s order for Services as recorded in a Quotation, Order Form or purchase order accepted in accordance with Clause 2 (Formation of the Contract);

“Performance Location” means the location(s) identified in the Order at which the Services are to be performed;

“Platform Terms” means the SBS Platform Terms of Service available at skybased.co, as amended from time to time;

“Price” means the price for the Services set out in the Order, determined in accordance with Clause 9 (Price, Payment and Deposits);

“Quotation” means a written quotation or proposal for Services issued by SBS;

“Services” means the services described in the Order, which may include aerial survey, inspection, mapping, photogrammetry, LiDAR, thermal imaging, 3D modelling, BIM and digital twin services, immersive disability access surveys, 360° virtual tours, and aerial and ground-based media production;

“Specification” means the description of the Services and the Deliverables set out in the Order.

1.20 In these Terms: headings are for convenience only; words following “include” or “including” are illustrative and do not limit the preceding words; the singular includes the plural and vice versa; a reference to legislation is to that legislation as amended, extended, re-enacted or replaced from time to time; and a reference to a party includes its successors and permitted assigns.

2. FORMATION OF THE CONTRACT

2.1 A Quotation is an invitation to treat, remains valid for 28 days from its date unless stated otherwise, and may be withdrawn by SBS at any time before acceptance of an Order.

2.2 A binding contract is formed on the earlier of:

(a) SBS’s written acceptance of the Client’s Order (including by email);

(b) the Client’s written acceptance of a Quotation or signature of an Order Form;

(c) payment by the Client of any deposit or first invoice referable to the Quotation; or

(d) commencement of the Services by SBS at the Client’s written request.

2.3 By placing an Order, instructing SBS to proceed, paying a deposit or otherwise commissioning Services, the Client accepts and agrees to be bound by these Terms, which are available at skybased.co and are supplied with, or referenced in, each Quotation.

2.4 The contract comprises the Order, these Terms and, where Hosted Services are supplied, the Platform Terms. If there is any conflict, the Order prevails over these Terms, and these Terms prevail over the Platform Terms except in relation to the Hosted Services themselves.

2.5 These Terms apply to the exclusion of any terms the Client seeks to impose or incorporate, including any terms printed on or referred to in a purchase order, and of any terms implied by trade, custom, practice or course of dealing.

2.6 Each Order is a separate contract. Any works, timescales or outputs not expressly described in the Order are excluded from scope.

3. CLIENT BRIEFS AND CHANGES

3.1 Quotations are prepared on the basis of the Client’s written brief. The Client is responsible for the accuracy and completeness of the brief, which should, where relevant, identify the full site address and postcode, boundaries, access arrangements, the intended use of the Deliverables and any site-specific hazards or constraints.

3.2 Either party may propose changes to the Specification. No change is binding until agreed in writing (email sufficient). SBS is entitled to a reasonable adjustment to the Price and timescales to reflect any agreed change, and to reasonable additional fees for services performed outside the agreed scope at the Client’s request.

3.3 If the Client’s instructions are incomplete or inaccurate and this causes additional work, delay or abortive attendance, SBS may charge for the resulting costs at its then-current rates.

4. FLIGHT PREPARATION, ACCESS AND CONSENTS

4.1 Where the Services include a Flight, SBS will carry out appropriate pre-flight planning, risk assessment and, where specified in the Order, pre-site surveys.

4.2 Aviation and regulatory compliance is SBS’s responsibility at all times. SBS holds and will maintain the CAA registrations, operational authorisations and remote pilot competencies required for the operations it undertakes, and is responsible for airspace-related permissions and coordination (including flight restriction zone permissions from aerodromes, NATS or other airspace authorities and any notifications required by Applicable Law). These are included in the Price unless the Order states otherwise. Where Services are performed outside the United Kingdom, SBS will hold or procure the equivalent authorisations required in the relevant jurisdiction. Nothing in this Clause transfers responsibility for the lawful conduct of any Flight to the Client.

4.3 Ground and property consents are the Client’s responsibility unless the Order states, or the parties agree under this Clause, that SBS will obtain them. The Client shall, at its own cost and in good time before the scheduled Services:

(a) confirm that it owns, or has obtained the landowner’s and any occupier’s consent to use, the take-off and landing locations and the Performance Location;

(b) provide safe access to the Performance Location for SBS personnel, subcontractors and equipment, including any inductions, permits to work, escorts or security clearances required;

(c) notify SBS of all site rules, hazards and health and safety requirements relevant to the Services; and

(d) obtain any consents required from neighbouring or third-party landowners or occupiers where the agreed flight plan requires overflight of, take-off or landing from, or data capture of, land or property not controlled by the Client; and

(e) notify, in advance of the scheduled Services, all persons at or reasonably expected to be affected at the Performance Location (including occupiers, employees, contractors, residents and visitors) of the planned operations and data capture, including displaying or issuing any notices required by the Client’s own policies or by Applicable Law.

4.4 Consent-procurement service. If the Client is unable or unwilling to obtain any consent or permission for which it is responsible under this Clause, then:

(a) the Client shall notify SBS in writing as early as possible, and in any event no later than 10 Business Days before the scheduled Services (or at the time of the Order, where the position is already known);

(b) SBS may, at its option, agree to obtain the relevant consents on the Client’s behalf as an additional service, at the additional fee quoted by SBS (together with any third-party charges at cost), and the scheduled dates shall be adjusted as reasonably necessary to allow the consents to be obtained;

(c) SBS is not obliged to commence or continue the affected Services until all required consents are in place, and gives no guarantee that any third-party consent will be obtainable; if a consent cannot be obtained despite SBS’s reasonable efforts, the affected Services may be cancelled by either party and SBS shall be paid the additional fee for work performed, any third-party costs incurred, and for any part of the Services already performed; and

(d) where SBS has agreed in writing to obtain a consent, the Client’s warranty and indemnity in this Clause do not apply to that consent.

4.5 If, on attendance, the Services cannot proceed because a consent or permission for which the Client is responsible has not been obtained and the Client has not given the notice required by this Clause, SBS may treat the attendance as a cancellation by the Client with 48 hours’ notice or fewer under Clause 7 (Cancellation and Postponement by the Client), and may charge any resulting abortive costs.

4.6 SBS will cooperate with the Client’s efforts to secure clearances and consents by providing reasonable information about SBS, its personnel and the planned operation.

4.7 The Client warrants that it has, or will obtain before the Services commence, all rights, consents and permissions for which it is responsible under this Clause, and shall indemnify SBS against all losses, claims and expenses arising from any failure to do so.

5. PERFORMANCE OF THE SERVICES

5.1 SBS shall perform the Services with reasonable skill and care, in accordance with Good Industry Practice, Applicable Law, any operational authorisation applicable to the Flight, and the Client’s health and safety policies notified to SBS in advance. In the event of conflict, the order of precedence is as listed in this Clause.

5.2 At all times during a Flight, SBS (or the remote pilot to whom control has been delegated) has full operational and technical control of the aircraft. The decision whether a Flight can be conducted safely and lawfully rests solely with SBS, and SBS may refuse, postpone, reposition or discontinue any Flight which in its reasonable judgement cannot be conducted in accordance with Applicable Law or established safety standards. A postponement under this Clause is treated in the same way as Adverse Weather under Clause 6 (Adverse Weather and Rescheduling).

5.3 Dates and times for performance are given in good faith but, unless expressly agreed in writing as fixed, are estimates only and time for performance is not of the essence.

5.4 SBS is not liable for any delay in or failure of performance to the extent caused by:

(a) the Client’s failure to comply with Clause 4 (Flight Preparation, Access and Consents) or to provide adequate instructions, access or cooperation;

(b) restrictions, directions or delays imposed by the CAA, air traffic control, NATS, police, emergency services, any national aviation authority or other competent authority;

(c) third-party acts or omissions, including a landowner’s withdrawal of consent;

(d) changes in Applicable Law; or

(e) Adverse Weather or Force Majeure.

5.5 SBS shall notify the Client as soon as reasonably practicable of any accident, serious incident or unplanned event occurring during the Services which affects, or is likely to affect, the Client, the Performance Location or the Deliverables.

6. ADVERSE WEATHER AND RESCHEDULING

6.1 Drone operations are weather-dependent. SBS monitors forecast conditions ahead of each scheduled attendance and, where Adverse Weather is forecast or arises (or a safety postponement applies under Clause 5 (Performance of the Services)), SBS may postpone the affected Services by notice to the Client. Where Adverse Weather making postponement advisable is reasonably foreseeable from available forecasts, SBS shall use reasonable endeavours to so advise the Client at least 12 hours before the scheduled attendance. The Client acknowledges that weather conditions can change at short notice, and the absence of such advance advice does not prevent postponement, or the application of this Clause where conditions arise or deteriorate on the day. Where SBS gives notice of postponement before mobilising to the Performance Location, the parties shall agree a new date promptly and the first rescheduled attendance will be at no additional charge.

6.2 Attendance in Adverse Weather. The Client remains liable to pay the Price of the affected attendance in full (together with expenses incurred), notwithstanding that the Flight or other operations cannot be conducted in whole or in part, where:

(a) SBS has advised the Client that Adverse Weather is forecast or likely and recommended postponement, but the Client requires SBS to attend on the scheduled date; or

(b) SBS has mobilised to or attended the Performance Location and Adverse Weather arises or persists on the day such that operations cannot safely or effectively be conducted or completed,

and in either case any repeat attendance to complete the Services is a separate chargeable attendance at the rate stated in the Order or, if none, at SBS’s then-current rates. SBS shall use reasonable endeavours to complete such elements of the Services as can safely and effectively be performed during the attendance, and to give the Client the earliest practicable warning of deteriorating conditions.

6.3 If rescheduling under this Clause proves impossible within a reasonable period, either party may cancel the affected Services by written notice, in which case SBS shall refund any sums paid for Services not performed, less (a) the reasonable costs of any Flight preparation, permits, authorisations and third-party costs already incurred, (b) the Price of any part of the Services already performed, and (c) any amounts payable for attendances chargeable under this Clause.

6.4 Adverse Weather does not constitute Force Majeure and is dealt with exclusively under this Clause.

7. CANCELLATION AND POSTPONEMENT BY THE CLIENT

7.1 The Client may cancel or postpone booked Services by written notice, subject to the following charges (expressed as a percentage of the Price of the affected Services, and in addition to any third-party permit, authorisation, access or logistics costs already incurred, which are payable in full):

(a) more than 14 days before the scheduled date: no cancellation charge beyond forfeiture of any deposit paid;

(b) 14 days or fewer but more than 7 days: 25%;

(c) 7 days or fewer but more than 48 hours: 50%;

(d) 48 hours or fewer: 100%.

7.2 One postponement requested by the Client with more than 7 days’ notice will be accommodated free of charge to a mutually agreed alternative date, subject to availability; the charges above apply to subsequent postponements as if they were cancellations.

7.3 Where the Services are to be performed in phases or as a package over a period, cancellation charges apply per affected attendance or phase.

8. DELIVERY AND ACCEPTANCE

8.1 SBS shall deliver the Deliverables in the format, by the method and by the date set out in the Order. Where no delivery date is specified, SBS shall deliver within a reasonable time following completion of data capture and any agreed processing.

8.2 The Client shall inspect the Deliverables promptly on delivery. The Deliverables are deemed accepted on the earlier of (a) the Client’s written acceptance, (b) the Client’s first operational, commercial or public use of the Deliverables, and (c) the expiry of 10 Business Days from delivery without written notice of material non-conformity identifying the respects in which the Deliverables do not conform to the Specification.

8.3 Where the Client gives valid notice of material non-conformity, SBS shall, at its option and its own cost, re-perform the affected Services or correct the affected Deliverables within a reasonable time. If SBS fails to do so after a reasonable opportunity, the Client may terminate the affected Order and receive a refund of sums paid for the non-conforming Deliverables. This is the Client’s sole and exclusive remedy for non-conforming Deliverables, subject to Clause 16 (Liability).

8.4 Raw data and unedited footage do not form part of the Deliverables unless expressly stated in the Order. SBS is not obliged to retain raw data or project files after acceptance except as stated in the Order or the Platform Terms.

9. PRICE, PAYMENT AND DEPOSITS

9.1 The Price is as set out in the Order. Unless stated otherwise, the Price is exclusive of VAT (which is payable in addition at the prevailing rate on receipt of a valid VAT invoice) and inclusive of Flight preparation, standard travel within the area stated in the Quotation and digital delivery of the Deliverables.

9.2 SBS may require a deposit (of the amount stated in the Quotation, and otherwise 30% of the Price) to secure a booking, and may require payment in full in advance for Services booked fewer than 14 days before the scheduled date or for new Clients. Deposits are applied against the final invoice and are refundable only as provided in these Terms.

9.3 SBS may invoice on or after delivery of each Deliverable or phase, and may invoice in instalments for phased work. The Client shall pay each invoice in full, in cleared funds and without set-off, deduction or withholding (save as required by law), within 30 days of the invoice date to the bank account nominated by SBS.

9.4 If any sum is not paid by the due date, SBS may (without limiting its other rights) charge interest and fixed compensation under the Late Payment of Commercial Debts (Interest) Act 1998, suspend performance of any Services and withhold delivery, publication or hosting of any Deliverables until payment in full is received.

9.5 Where sums remain unpaid, no licence under Clause 10 (Intellectual Property and Licensing) takes effect, and SBS may disable access to Hosted Services relating to the unpaid Order on 7 days’ written notice.

10. INTELLECTUAL PROPERTY AND LICENSING

10.1 All Intellectual Property Rights in the Deliverables, and in SBS’s methodologies, templates, software, annotation structures, data schemas and know-how, are and remain owned by SBS (or its licensors). Nothing in these Terms assigns any Intellectual Property Rights to the Client except under an express written assignment pursuant to Clause 10 (Intellectual Property and Licensing).

10.2 Subject to receipt by SBS of the Price in full, SBS grants the Client a non-exclusive, perpetual, worldwide, royalty-free licence to use, reproduce, publish, communicate to the public, adapt and sub-license (to its group companies and professional advisers, and to third parties solely as necessary for the Client’s ordinary business purposes) the Deliverables for the purposes stated in the Order and for the Client’s internal business, marketing, planning, compliance and publication purposes. Any materially different use (including resale or licensing of the Deliverables as a standalone product) requires SBS’s prior written consent, which may be subject to an additional fee.

10.3 IP assignment upgrade. Where the Order expressly so provides and identifies the additional fee payable, SBS shall, on receipt of the Price (including that fee) in full, assign to the Client all of SBS’s Intellectual Property Rights in the identified Deliverables with full title guarantee, excluding always SBS’s pre-existing materials, methodologies, software and know-how, which remain SBS’s property and are licensed to the Client to the extent embedded in the Deliverables.

10.4 The Client grants SBS a non-exclusive, royalty-free licence to use the Client Materials solely to perform the Services and provide the Hosted Services. The Client warrants that SBS’s use of the Client Materials in accordance with the Order will not infringe the rights of any third party, and shall indemnify SBS against claims arising from their use.

10.5 Unless the Client opts out in writing at or before the time of the Order, SBS may use the Deliverables (excluding Confidential Information and any material the Client identifies as sensitive) and the Client’s name and logo for SBS’s portfolio, marketing, case-study, award-entry and social-value reporting purposes.

10.6 SBS warrants that, subject to the Client’s compliance with Clause 4 (Flight Preparation, Access and Consents), the Deliverables as delivered will not infringe the Intellectual Property Rights of any third party and will not contain material which is obscene, defamatory or otherwise unlawful.

10.7 To the extent permitted by law, SBS waives, and shall procure that all authors of the Deliverables waive, moral rights in the Deliverables in favour of the Client’s permitted use; provided that where the Deliverables are used unedited for publication, the Client shall accord SBS a reasonable credit where practicable.

11. HOSTED SERVICES

11.1 Where the Order includes hosting or publication of Deliverables (including annotated 360° virtual tours and screen-reader versions), the Hosted Services are provided subject to the Platform Terms, including as to availability, subscription term, renewal, data retention and acceptable use.

11.2 Hosting fees are payable as set out in the Order. If a hosting subscription lapses or is terminated, the Client’s access to the Hosted Services ends and the retention and export provisions of the Platform Terms apply.

12. DATA PROTECTION

12.1 Each party shall comply with applicable data protection legislation, including the UK GDPR and the Data Protection Act 2018 and, where relevant to Services performed in the European Union, the EU GDPR (together the “Data Protection Legislation”).

12.2 The parties acknowledge that aerial and ground-based imagery may incidentally capture personal data (such as images of individuals or vehicle registrations). SBS operates in accordance with the ICO’s guidance relevant to drone operations, plans Flights to minimise incidental capture, and will, where reasonably practicable and specified in the Order, blur or redact incidental personal data in published Deliverables. As between the parties, providing transparency information to individuals present at or affected at the Performance Location (in accordance with Clause 4 (Flight Preparation, Access and Consents)) is the Client’s responsibility as the party controlling the site, and SBS shall supply on request a short-form privacy notice suitable for display for this purpose.

12.3 Where SBS processes personal data on the Client’s behalf as a processor, the data processing terms set out or referred to in the Order or the Platform Terms apply; in the absence of such terms, SBS shall process such personal data only on the Client’s documented instructions, implement appropriate technical and organisational measures, and assist the Client as reasonably required to comply with the Data Protection Legislation.

12.4 Where the Services involve attendance at premises occupied by children or vulnerable people (including schools and care settings), SBS shall comply with the safeguarding requirements notified to it in writing in advance, and relevant SBS personnel will hold DBS checks where the Order so requires.

13. CONFIDENTIALITY

13.1 Each party shall use the other’s Confidential Information only to perform its obligations and exercise its rights under the contract, and shall not disclose it except to its employees, subcontractors, officers and advisers who need to know it for that purpose and who are bound by obligations of confidence no less protective than this Clause.

13.2 This Clause does not apply to information which is or becomes public other than through breach, was already lawfully known to the recipient, is lawfully received from a third party without restriction, or is required to be disclosed by law, a court or a regulator (including under the Freedom of Information Act 2000 or the Environmental Information Regulations 2004 where the Client is a public body, in which case the Client shall, where lawful, consult SBS before disclosure).

13.3 The obligations in this Clause continue for 3 years after completion or termination of the relevant Order, and indefinitely for trade secrets.

14. WARRANTIES

14.1 SBS warrants that:

(a) the Services will be performed with reasonable skill and care and in accordance with Good Industry Practice and Applicable Law;

(b) the Deliverables will, on delivery, conform in all material respects with the Specification; and

(c) it holds, and will maintain for the duration of the Services, all registrations, authorisations, approvals and competencies required by Applicable Law to perform the Services, including (as applicable) CAA operator registration, remote pilot competency and any specific operational authorisation.

14.2 SBS is not liable for any failure of the Services or Deliverables to conform to the warranty in this Clause to the extent caused by:

(a) the Client’s failure to comply with these Terms or with SBS’s reasonable pre-flight recommendations;

(b) any design, specification, instruction or requirement of the Client;

(c) modification of the Deliverables by anyone other than SBS without SBS’s written consent; or

(d) use of the Deliverables after the Client has notified SBS that they do not conform to the Specification.

14.3 Survey, inspection and access-audit outputs reflect the condition of the subject site as observable at the time of data capture using the agreed methods and equipment, and are subject to the inherent limitations of those methods (including sensor resolution, occlusion, lighting and weather). Deliverables are provided for information and decision-support; they do not constitute legal, engineering, structural or other regulated professional advice, and are not a certification of compliance with any statute or standard (including the Equality Act 2010 or BS 8300) unless the Order expressly states otherwise.

14.4 All other warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law.

15. INSURANCE

15.1 SBS shall maintain for the duration of the Services:

(a) unmanned aircraft operators’ liability insurance compliant with Regulation (EC) No 785/2004 (as retained in UK law) with a limit of not less than £1,000,000 per occurrence;

(b) public liability insurance with a limit of not less than £5,000,000 per claim;

(c) professional indemnity insurance with a limit of not less than £1,000,000 per claim; and

(d) employers’ liability insurance as required by law.

15.2 SBS shall provide evidence of the above insurances on the Client’s reasonable request.

16. LIABILITY

16.1 Nothing in these Terms limits or excludes either party’s liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any other liability which cannot be limited or excluded by law.

16.2 Subject to the preceding Clause, SBS shall not be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for:

(a) loss of profit, revenue, business, contracts, anticipated savings, goodwill or opportunity;

(b) loss or corruption of data, save to the extent caused by SBS’s failure to take reasonable data-handling precautions;

(c) any indirect or consequential loss; or

(d) losses arising from delays or restrictions imposed by the CAA, air traffic control, NATS, police or any other competent authority, or from incomplete or inaccurate instructions or Client Materials.

16.3 Subject to the first Clause of this Section, SBS’s total aggregate liability arising under or in connection with each Order shall not exceed 100% of the Price paid or payable under that Order, save that in respect of liability arising from a Flight and covered by the insurances described in Clause 15 (Insurance), SBS’s total aggregate liability shall not exceed the greater of that amount and the sums actually recovered by SBS under those insurances in respect of the claim.

16.4 The Client shall bring any claim under an Order within 12 months of the date on which it became aware, or ought reasonably to have become aware, of the circumstances giving rise to it, failing which the claim is waived.

16.5 Where loss or damage to SBS equipment, or injury to SBS personnel, is caused by the negligence or breach of the Client or persons under its control, the Client shall compensate SBS for the reasonable costs of repair or replacement and other losses reasonably incurred.

17. SUBCONTRACTING

17.1 SBS may subcontract or delegate performance of any of its obligations to appropriately qualified, authorised and insured subcontractors without the Client’s consent, and shall remain fully responsible for the acts and omissions of its subcontractors as if they were its own.

18. TERM, SUSPENSION AND TERMINATION

18.1 Each Order commences on the date the contract is formed under Clause 2 (Formation of the Contract) and continues until the later of delivery and acceptance of all Deliverables and discharge of all payment obligations, unless terminated earlier under these Terms.

18.2 Either party may terminate an Order immediately by written notice if the other party:

(a) commits a material breach which is irremediable or, being remediable, is not remedied within 14 days of written notice requiring remedy;

(b) has any consent, licence or authorisation revoked or modified such that it can no longer lawfully perform its obligations; or

(c) becomes insolvent, enters administration, liquidation, a company voluntary arrangement, a moratorium, a scheme or restructuring plan, has a receiver appointed, ceases or threatens to cease to carry on business, or suffers any analogous event in any jurisdiction (other than for solvent amalgamation or reconstruction).

18.3 SBS may suspend performance and/or Hosted Services on written notice while any undisputed invoice remains overdue.

18.4 On termination for any reason:

(a) the Client shall immediately pay all outstanding invoices, and SBS may invoice for all Services performed but not yet invoiced, payable immediately on receipt;

(b) each party shall, at the other’s option, return or destroy the other’s Confidential Information and materials within 10 Business Days, subject to any retention required by law and to the Platform Terms as regards Hosted Services; and

(c) accrued rights and liabilities are unaffected, and any provision intended to survive termination (including Clause 10 (Intellectual Property and Licensing), Clause 13 (Confidentiality), Clause 16 (Liability) and Clause 23 (Governing Law and Jurisdiction)) continues in force.

19. FORCE MAJEURE

19.1 Neither party is liable for delay or failure to perform its obligations (other than payment obligations) caused by events beyond its reasonable control, including epidemic, governmental action, war, civil unrest, fire, flood, failure of utilities or telecommunications, or airspace closures, provided it promptly notifies the other party and uses reasonable endeavours to mitigate the effects. Inability to pay is not force majeure, and Adverse Weather is dealt with under Clause 6 (Adverse Weather and Rescheduling) and not this Clause.

19.2 If force majeure prevents performance of a material obligation for more than 30 consecutive days, either party may terminate the affected Order on 14 days’ written notice, and SBS shall refund sums paid for Services not performed, less costs reasonably incurred.

20. COMPLIANCE

20.1 Each party shall comply with all Applicable Laws in performing its obligations, including the Bribery Act 2010, the Criminal Finances Act 2017 and the Modern Slavery Act 2015, and shall maintain adequate policies and procedures to ensure such compliance.

20.2 Where the Client is a public body or the Services are supplied under a public framework, SBS shall provide reasonable cooperation with the Client’s transparency, social value and audit obligations, to the extent set out in the Order.

21. NOTICES

21.1 Notices must be in writing and in English, and delivered by hand, by pre-paid first-class post to the recipient’s registered office or address stated in the Order, or by email to the address stated in the Order (for SBS: hello@skybased.co). Notices are deemed received: by hand, on delivery; by post, at 9.00 am on the second Business Day after posting; by email, at the time of transmission, provided no delivery failure is received (and if sent outside 9.00 am to 5.00 pm on a Business Day, at 9.00 am on the next Business Day). This Clause does not apply to service of proceedings.

22. GENERAL

22.1 Assignment. Neither party may assign or transfer its rights or obligations without the other’s prior written consent (not to be unreasonably withheld or delayed), except that SBS may assign to a successor of its business or an affiliate on written notice.

22.2 Entire agreement. The contract constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior arrangements and understandings. Each party confirms it has not relied on any statement or representation not set out in the contract; nothing in this Clause limits liability for fraud.

22.3 Variation and waiver. No variation is effective unless in writing and signed or expressly agreed in writing by both parties. No failure or delay in exercising a right is a waiver of it; a waiver is effective only if in writing and only for the instance for which it is given.

22.4 Severance. If any provision is or becomes invalid or unenforceable, it shall apply with the minimum modification necessary to make it valid and enforceable, and the remainder of the contract is unaffected.

22.5 No partnership or agency. Nothing in the contract creates a partnership, joint venture, employment or agency relationship, and neither party may bind the other.

22.6 Third party rights. A person who is not a party has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the contract.

22.7 International performance. Where Services are performed outside the United Kingdom, SBS shall comply, and procure that its subcontractors comply, with the aviation and other regulatory requirements of the relevant jurisdiction; the Client shall provide reasonable assistance with local permits and consents identified in the Order; and the contract nevertheless remains governed by Clause 23 (Governing Law and Jurisdiction).

23. GOVERNING LAW AND JURISDICTION

23.1 The contract 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) are governed by the laws of England and Wales.

23.2 Before issuing proceedings, the parties shall attempt in good faith to resolve any dispute by negotiation between senior representatives for a period of 14 days from written notice of the dispute; either party may nonetheless seek urgent injunctive relief at any time.

23.3 The courts of England and Wales have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the contract, its subject matter or formation (including non-contractual disputes or claims).