ProDrone Academy Course Booking Terms & Conditions
Please read these Terms carefully before purchasing a course. By ordering a Course, you are confirming your agreement to be bound by these Terms.
is operated by ProDrone Academy Ltd Our registered office is located at 18 King Edgar Close, Ely, Cambridge, CB6 1DP
“Additional Charges” means any amounts payable that are not Fees and may include, but are not limited to, payment for the delivery of Study Materials, any re-sit fees which ProDrone Academy Ltdmay charge from time to time if applicable, any administration charge for switching location of a Course, additional services, examination entries and re-sit fees and any import duties, taxes and customs clearances which may be payable;
“ProDrone Academy” means ProDrone Academy Ltd with company number 11651841 and registered office at 18 King Edgar Close, Ely, Cambridge, CB6 1DP
“Brochure” means any online or hard copy document that is produced by ProDrone Academy Ltd to provide detailed information with respect to the Courses these Terms cover;
“Classroom Course” or “Ground School” means a classroom based course and the Study Materials to be provided by ProDrone Academy if applicable;
“Course” means either a Classroom Course and/or an Online Course whichever is purchased by you;
“Fee” means the fee payable for the Course and/or Study Materials and shall exclude any VAT payable and excludes Additional Charges;
Practical Flight Asessment means an assessment of a student’s ability to fly a drone. The assessment is available to individuals who have already passed the theoretical course with ProDrone Academy Ltd or an equivalent NQE. The assessment is also available to current operators aiming to qualify on a different class of drone;
“Online Course” means a course delivered online and if applicable the Study Materials to be provided by ProDrone Academy Ltd;
“Online Study Materials” means, but is not limited to, Online Tests, Online Tutorials and Online Downloads;
“Study Materials” means, but is not limited to, online theoretical training, question banks, review exercises, mock exams (papers and suggested solutions), course companions, online study materials, and study texts;
“Terms” or means these Terms and Conditions;
“Website” means and “you” means the individual purchasing the Course.
2.1. - Unless otherwise agreed with ProDrone Academy Ltd in writing, all course bookings will be made via the Website or by telephone.
2.2. - When you place an order for a Course you are offering to purchase that Course on these Terms. ProDrone Academy Ltd reserves the right to decline or cancel your order, or any part of your order.
2.3. - Following receipt by ProDrone Academy Ltd of your order for a Course and, where applicable, payment of the Fee you will receive an email confirming that your order has been received by ProDrone Academy Ltd. Your order will be subject to acceptance by ProDrone Academy Ltd your offer to purchase in accordance with clause 2.5 below.
2.4. - A legally binding agreement shall not come into existence until ProDrone Academy Ltd has accepted your offer to purchase a Course by:
a) sending you an order acceptance confirmation email or written order acceptance confirmation by post, which will be effective upon sending or posting to you at the email or postal address you have provided; and b) receiving payment for the Course in cleared funds from yourself or if applicable your employer in accordance with these Terms.
2.5. - Where your order consists of multiple Courses, each individual Course will be treated by ProDrone Academy Ltd as a separate offer to purchase. Acceptance of your offer to purchase one or more of the Courses will not be an acceptance by ProDrone Academy Ltd of your offer to purchase any other Courses which make up your order.
2.6. - ProDrone Academy Ltd reserves the right to withdraw at any time Courses advertised for sale on the Website and/or the Brochure.#
3.1. - The Fee for any Course at any given time will be displayed on the Website and the Brochure and/or will be notified to you by a ProDrone Academy Ltd Customer Services representative. Fees are quoted and payment shall be made in pounds sterling, including VAT and any Additional Charges.
3.2. - If you purchase a Course on the Website:
a) the Fee including VAT and any delivery charges payable in relation to delivery of Study Materials, if applicable, will be shown prior to completion of the online transaction; and b) ProDrone Academy Ltd will debit the Fee from your credit card or debit card on or after the day you make an order for a Course. Your order will be confirmed only upon receipt of the Fee in cleared funds by ProDrone Academy Ltd and will be subject to acceptance of your offer to purchase by ProDrone Academy Ltd in accordance with clause 2.
3.3. - The provision of the Course is contingent upon ProDrone Academy Ltd having received cleared funds from you or your employer (if you select to invoice your employer) in respect of the Fee for the relevant Course. Without prejudice to ProDrone Academy Ltd rights and remedies under these Terms, if any sum payable is not paid in cleared funds on or before the due date (being the date the Course is booked if you are responsible for paying the Fee or within 7 days from the date of the invoice if your employer is responsible for paying the Fee, save that payment will be due immediately if booking is made less than 7 days before the Course start date), ProDrone Academy Ltd reserves the right, forthwith and at ProDrone Academy Ltd sole discretion, to suspend the provision to you and refuse you entry to the relevant Course.
3.4. - Where you choose to invoice your employer for the payment of the Fee, the following additional terms shall apply:
a) upon receiving your order form signed by the training manager or other individual designated by your employer, ProDrone Academy Ltd will send an invoice to your employer;
b) full payment in cleared funds of the Fee is due from your employer within 30 days from the date of the invoice;
c) payment is due immediately if booking is made less than 30 days before the Course start date;
d) you and your employer are joint and severally liable for all unpaid invoices; and
e) you authorise ProDrone Academy Ltd to release to your employer details of your attendance, marks, exam results, general progress reports and any other information reasonably requested by your employer and which ProDrone Academy Ltd in its sole discretion considers appropriate for it to provide.
3.5. - No Study Materials will be made available online, dispatched to you by ProDrone Academy Ltd or be made available for collection, unless ProDrone Academy Ltd has received full payment in cleared funds from you or your employer (including payment of delivery charges where applicable) in respect of the related Fee.
3.6. - ProDrone Academy Ltd reserves the right to charge late payment interest on any overdue amounts, at a rate of 6% a year above the base lending rate of the Bank of England from time to time. The interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with the overdue amount.
3.7. - ProDrone Academy Ltd reserves the right to recover any reasonable debt collection costs in connection with these Terms.
3.8. - ProDrone Academy Ltd will not bear your travel or accommodation expenses.
For consumers (people who purchases goods and services for personal use – note, if you are booking a course for a CAA Permission for Commercial Operation, then it is assumed you are not a consumer but are a business – see below)
4.1. - There may be circumstances under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (“Consumer Contracts Regulations”) when you may wish to cancel your purchase of the Course. However, your right to cancel and obtain any refund will be lost if you have given ProDrone Academy Ltd express consent to supply any services during the Cancellation Period and the service has been performed. This consent includes ticking the box giving such consent at time of purchase. If the contract is for the supply of digital content, including but not limited to Online Course and Online Study Materials, your right to cancel and obtain any refund will be lost if you have given ProDrone Academy Ltd express consent to supply the digital content to you during the Cancellation Period or if you access the digital content before the expiry of the Cancellation Period. You do not have a right to change your mind in respect of other services, once these have been completed, even if the cancellation period is still running. If express consent has been given but the service is only part performed, you will be liable to pay for the services actually received.
4.2. - Subject to clause 4.1, there may be circumstances under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (“Consumer Contracts Regulations”) when you may cancel your purchase of the Course within a period of 14 calendar days (“Cancellation Period”) from the date on which the contract is concluded subject to clause 2. The following rules apply:
a) Within the Cancellation Period, you must inform ProDrone Academy Ltd of your decision to cancel by emailing
b) If you cancel your purchase you must return any Study Materials you may have received from ProDrone Academy Ltd without undue delay and not later than 14 calendar days after you inform ProDrone Academy Ltd of the cancellation. You will be liable for the cost of returning any goods to ProDrone Academy Ltd unless ProDrone Academy Ltd has agreed otherwise in writing.
c) ProDrone Academy Ltd reserves the right to withhold payment of part or all of your Fee refund until all Study Materials have been returned in accordance with clause 4.3 above or if Study Materials are not returned in a re-saleable condition.
d) On cancellation you will be entitled to a full refund of the Fees subject to the following limitations:
In relation to delivery costs, the refund amount will be capped at the cost of a standard postal method fee; and
If the value of the goods has been diminished by your handling, ProDrone Academy Ltd may recover the amount of this diminished value by deducting this amount from your refund.
4.3. - If you cancel a Course after the Cancellation Period, ProDrone Academy Ltd will deduct from any refund of your Fee the cost of all applicable delivery charges, including delivery costs.
4.4. - Refunds will be made using the same method of payment as you used for the purchase and will be paid within 14 days of you informing ProDrone Academy Ltd of the cancellation. The period for refund will increase to 30 days if ProDrone Academy Ltd is unable to credit a UK bank account. If you have chosen to invoice your employer and at the time of cancellation the relevant invoice has not yet been paid then such invoice will be cancelled. If you have chosen to invoice your employer and at the time of cancellation the relevant invoice has already been paid by your employer, the Fees will be credited to your employer’s bank account within 14 days of cancellation (provided a UK bank account can be credited). For monetary returns a request in writing to ProDrone Academy Ltd is required from your employer.
4.5. - For further details of your rights under the Consumer Contracts Regulations you can visit your local Citizens’ Advice Bureau or visit the Competition and Markets Authority website.
4.6. - Your order of a Course is personal to you and you will not be permitted to transfer your enrolment on a Course to any other student.
4.7. - ProDrone Academy Ltd reserves the right to use its discretion to determine whether to make refunds and/or deferrals in exceptional circumstances which fall outside clause 4 and clause 5 and to charge an additional fee in any such event to cover the administration costs incurred by ProDrone Academy Ltd. Any such additional fees will be communicated to you before you make your decision.
4.8. - Where you have purchased multiple Classroom Courses as part of a ProDrone Academy Ltd membership or ProDrone Academy Ltd package of products and you cancel or defer one or more of those Classroom Courses, each Classroom Course which you cancel or defer will be treated separately and the relevant cancellation and deferral terms and administration costs set out in this clause 4 will apply to each cancellation or deferral.
4.9. - Subject to these Terms, you may cancel the Course by giving written notice to ProDrone Academy Ltd using the email address and ProDrone Academy Ltd reserves the right to charge you a cancellation fee. ProDrone Academy Ltd policy for such cancellations is set out below:
Less than one month prior to the advertised course date 0%
Less than 40 days prior to the course date 50%
4.10. - Any costs incurred by ProDrone Academy Ltd in preparation of the agreed service will be charged to you but will be limited to a maximum of the Fee, less any applicable cancellation fee.
ProDrone Academy Ltd cancellation
4.11. - If (a) ProDrone Academy Ltd declares that a Course is subject to a minimum number of participants and that minimum number of participants is not reached; or (b) a Course cannot be performed due to force majeure or other reasons beyond ProDrone Academy Ltd reasonable control, then ProDrone Academy Ltd may cancel the Course.
4.12. - In the situations set out in clause 4.11, ProDrone Academy Ltd will use its endeavours to notify you about the cancellation at least one week before the Course start date. Any Fees paid by you will be refunded. Any other claims by you will be excluded.
Deferment and Delay
5.1. - You will be charged an admin fee of £100 if you defer a Practical Flight Assessment within 14 days of the agreed original Flight Assessment date. Within 5 working days of the agreed original Flight Assessment date, you will be liable for the entire cost of the flight assessment should you wish to cancel or defer.
5.2. - If, due to force majeure or other reasons beyond ProDrone Academy Ltd reasonable control (Including where the instructor is ill), the Course cannot be performed at the agreed date, or could only be performed with unreasonable economic effort, then the Course will be performed on the next possible date agreed.
6.1. - Please see the description of the Course on the Website and/or in the Brochure for details of the contents of the available Courses.
6.2. - Except as set out in the description of the Course on the Website and/or in the Brochure, no additional Study Materials and/or tuition (either online, face to face or classroom) will be provided by ProDrone Academy Ltd.
6.3. - You acknowledge that ProDrone Academy Ltd operates a zero tolerance policy in relation to inappropriate behaviour of students. In particular abusive or violent behaviour directed at ProDrone Academy Ltd staff or other students and unfair or dishonest practices including but not limited to cheating, will not be tolerated under any circumstances. ProDrone Academy Ltd may at its reasonable discretion and without liability or an obligation to refund Fees, refuse to supply any Classroom Course to any student and may refuse to admit to, and may remove from any ProDrone Academy Ltd premises, any student whose participation in any Classroom Course would, in ProDrone Academy Ltd reasonable opinion, be undesirable or whose behaviour ProDrone Academy Ltd considers is or may be in breach of these Terms.
6.4. - You must comply with all health and safety rules and regulations and any other reasonable security requirements (including relevant safety and accident prevention rules applicable for training within ProDrone Academy Ltd) that apply at the premises at which Classroom Courses are provided.
6.5. - You must only use the premises at which Classroom Courses are provided for the purposes of participating in Classroom Courses.
6.6. - Training will take place at the ProDrone Academy Ltd training premises or at the client premises as specified. Daily schedules of training will correspond with the customary working hours of ProDrone Academy Ltd unless otherwise agreed upon in writing. ProDrone Academy Ltd is responsible for performing the training. ProDrone Academy Ltd reserves the right for the training to be partly or wholly performed by duly qualified third parties in ProDrone Academy Ltd name. In all circumstances, certification will be effected by ProDrone Academy Ltd.
6.7. - If you require a visa to enable you to study with ProDrone Academy Ltd then you are responsible for obtaining the necessary visa and for ensuring that your attendance is satisfactory to meet your visa requirements.
6.8. - You must sign an attendance register for each Classroom Course as required by the instructor.
6.9. - Your personal possessions are your sole responsibility and ProDrone Academy Ltd accepts no responsibility and/or liability for anything that is lost or stolen from its venues. You are advised during a Classroom Course to keep your valuables with you at all times.
6.10. - If a successful completion of the training requires any test or examination, the test or examination will be made according to the applicable ProDrone Academy Ltd rules. ProDrone Academy Ltd does not warrant that the participant will reach the intended training level, nor does ProDrone Academy Ltd warrant that a participant will pass the exam.
Regulatory and legislative change
7.1. - Certain Courses will periodically be superseded by new legislation or the issue of new regulations. Following the enactment of new legislation or the issue of new regulations, ProDrone Academy Ltd may produce Courses covering the new material. If new legislation or regulations supersedes existing Courses, these may be available for purchase as new Courses.
8.1. - ProDrone Academy Ltd will provide the Study Materials in accordance with the Course description that is set out on the Website.
8.2. - ProDrone Academy Ltd expects you to take reasonable care to verify that the Course and Study Materials in question will meet your needs. ProDrone Academy Ltd does not make any commitment to you that you will obtain any particular result from your use of the Study Materials or that you will obtain any particular qualification on completion of the Course (unless otherwise stated on the Website).
8.3. - ProDrone Academy Ltd does not make any representation, guarantee or commitment to you that the Study Materials will be error free.
8.4. - All representations, warranties and/or terms and/or commitments not expressly set out in these Terms (whether implied by law, conduct, and statute or otherwise) are hereby excluded to the maximum extent permissible by law.
Limitation of liability
9.1. - The exclusions and limitations of liability contained in these Terms do not apply to a party’s liability: (i) for fraud or fraudulent misrepresentation; (ii) for death or personal injury caused by its negligence; or (iii) where such limitation or exclusion cannot lawfully be excluded.
9.2. - Except as set out in these Terms, ProDrone Academy Ltd shall not be responsible for losses that result from its failure to comply with these Terms including, but not limited to, losses that fall into the following categories:
a) indirect or consequential losses;
b) loss of income or revenue;
c) loss of business;
d) loss of anticipated savings; or
e) loss or corruption of data.
9.3. - Save as otherwise set out in this clause 9, ProDrone Academy Ltd maximum aggregate liability to you for any claims that you may have against ProDrone Academy Ltd for direct loss in contract, tort (including negligence) or otherwise arising out of or in connection with these Terms, the Course and the Study Materials and any technical support shall be limited to the amount of the Fee which has been paid, or is payable, by you or on your behalf.
9.4. - ProDrone Academy Ltd will not be held responsible for any delay or failure to comply with its obligations under these Terms if the delay or failure arises from any cause which is beyond ProDrone Academy Ltd reasonable control. This condition does not affect your statutory rights.
9.5. - Each provision in this clause 9 shall be construed separately as between you and ProDrone Academy Ltd. If any part is held to be unreasonable, inapplicable, or unenforceable, but would be valid if some part thereof was deleted such provision shall apply but with such modification as may be necessary to make it valid and effective.
10.1. - At all times, ProDrone Academy Ltd and/or its licensors, remain the owner of the intellectual property in the Courses and the Study Materials. No Course and/or Study Materials, nor any part thereof may be reproduced, stored in a retrieval system or transmitted any form or by any means without the prior written permission of ProDrone Academy Ltd.
10.2. In consideration of receipt by ProDrone Academy Ltd of the Fee, ProDrone Academy Ltd grants to you a non-exclusive, non-transferable licence to use the Study Materials for the sole purpose of studying for the Classroom Course and/or the Online Course.
10.3. - Save as expressly set out in these Terms, you may not modify, copy, reproduce, re-publish, sub-licence, sell, upload, broadcast, post, transmit, make available, disseminate or distribute in any way any of the Study Materials. You may not modify, adapt, merge, translate, disassemble, decompile, recompile or reverse engineer any software forming part of the Online Study Materials or create derivative works based on the whole of or any part, or which incorporate, the Online Study Materials into any software program.
10.4. - Use of the Study Materials not expressly permitted in these Terms is strictly prohibited and will constitute an infringement of either ProDrone Academy Ltd copyright or ProDrone Academy Ltd other intellectual property rights, and/or the copyright or other intellectual property rights of ProDrone Academy Ltd licensors.
a) perform its obligations and enforce its rights under these Terms;
b) contact you by email, telephone or post to inform you about other products or services which may be of interest to you;
c) inform you of feedback and examination results;
d) communicate with your sponsor regarding your progress, results and attendance;
e) ProDrone Academy Ltd may share your information with its agents and service providers for these purposes; and
11.2. - Unless you contact us to request otherwise, you agree that ProDrone Academy Ltd may share the information you provide with other members of the ProDrone Academy Ltd group of companies, who may contact you by email, telephone or post to inform you about other products or services which may be of interest to you.
11.4. In the event that you do not wish to receive marketing correspondence from ProDrone Academy Ltdor any member of the ProDrone Academy Ltdgroup of companies, a written request or email should be sent to the contact details set out at the end of these Terms.
12.1. - ProDrone Academy Ltd may update or amend these Terms from time to time to comply with law or to meet its changing business requirements without notice to you. Any updates or amendments will be posted on the Website.
12.3. - You may not assign or sub-contract any of your rights or obligations under these Terms to any third party unless we agree in writing.
12.4. - ProDrone Academy Ltd may assign, transfer or sub-contract any of its rights or obligations under these Terms to any third party at its discretion.
12.5. - No relaxation or delay by ProDrone Academy Ltd in exercising any right or remedy under these Terms shall operate as waiver of that right or remedy or shall affect its ability to subsequently exercise that right or remedy. Any waiver must be agreed by ProDrone Academy Ltd in writing.
12.6. - If any of these Terms are found to be illegal, invalid or unenforceable by any court of competent jurisdiction, the rest of these Terms shall remain in full force and effect.
12.7. - Any notices required to be served on you by ProDrone Academy Ltd under these Terms will be deemed properly served if sent via prepaid postage to the postal address, or emailed to the email address, notified by you to you, at ProDrone Academy Ltd discretion. Any notices required to be served on ProDrone Academy Ltd by you will be deemed properly served if sent to the address as per clause 13.
12.8. - A notice delivered personally is deemed to be given on the day on which it was left at the specified address. A notice sent by post is deemed to be given on the day it was posted as evidenced by the sender. A notice sent by fax or email is deemed to be given on the day it was sent.
12.9. - The agreement between you and ProDrone Academy Ltd will be concluded in English only.
12.10. - The agreement between you and ProDrone Academy Ltd which is compromised in these Terms is not intended to be for the benefit of any third party, and shall not be exercised by any other person under the Contract (Rights of Third Parties) Act 1999 or otherwise.
12.11. - These Terms, and any other matters arising out of or in relation to these Terms, are governed by and construed in accordance with the laws of England and Wales. You agree to submit to the exclusive jurisdiction of the English courts to settle any disputes which may arise out of or in connection with these Terms.
Operating safety case and operations manual writing terms and conditions
1. These Terms and Conditions apply to the provision of the services detailed in our quotation (Services) ProDrone Academy Ltd a company registered in England and Wales under number 11651841 whose registered office is 18 King Edgar Close, Ely, Cambridge, CB6 1DP (we or us) to the person buying the services (you).
2. You are deemed to have accepted these Terms and Conditions when you accept our quotation or from the date of any performance of the Services, (whichever happens earlier) and these Terms and Conditions and our quotation (the Contract) are the entire agreement between us.
3. You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
4. A "business day" means any day other than a Saturday, Sunday or bank holiday in England and Wales.
5. The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.
6. Words imparting the singular number shall include the plural and vice-versa.
7. We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the quotation, including any specification in all material respects. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary.
8. We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of our obligations.
9. All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.
10. You must obtain any permissions, consents, licences or otherwise that we need and must give us with access to any and all relevant information, materials, properties and any other matters which we need to provide the Services.
11. If you do not comply with clause 10, we can terminate the Services.
12. We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your obligations).
13. The fees (Fees) for the Services are set out in the quotation and are on a time and materials basis.
14. In addition to the Fees, we can recover from you a) reasonable incidental expenses including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, b) the cost of services provided by third parties and required by us for the performance of the Services, and c) the cost of any materials required for the provision of the Services
15. You must pay us for any additional services provided by us that are not specified in the quotation in accordance with our then current, applicable hourly rate in effect at the time of performance or such other rate as may be agreed between us. The provisions of clause 14 also apply to these additional services.
16. The Fees are inclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
Cancellation and amendment
17. We can withdraw, cancel or amend a quotation if it has not been accepted by you, or if the Services have not started, within a period of 5 days from the date of the quotation, (unless the quotation has been withdrawn).
18. Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the quotation.
19. If you want to amend any details of the Services you must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoiced to you.
20. If, due to circumstances beyond our control, including those set out in the clause below (Circumstances beyond a party's control), we have to make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum.
21. We will invoice you for payment of the Fees when you have given verbal agreement or accepted our quotation via clicking the link.
22. You must pay the Fees due within 1 day of the date of our invoice or otherwise in accordance with any credit terms agreed between us.
23. Time for payment shall be of the essence of the Contract.
24. Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you interest at the rate of 3% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full.
25. All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
26. If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with, you.
27. Receipts for payment will be issued by us only at your request.
28. All payments must be made in British Pounds unless otherwise agreed in writing between us.
Sub-Contracting and assignment
29. We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party.
30. You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.
31. We can terminate the provision of the Services immediately if you:
a. commit a material breach of your obligations under these Terms and Conditions; or
b. fail to make pay any amount due under the Contract on the due date for payment; or
c. are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or
d. enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or
e. convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.
32. We reserve all copyright and any other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.
Liability and indemnity
33. Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this clause.
34. The total amount of our liability is limited to the total amount of Fees payable by you under the Contract.
35. We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for:
a. any indirect, special or consequential loss, damage, costs, or expenses or;
b. any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; or
c. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or
d. any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or
e. any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.
f. any failure or refusal of the Civil Aviation Authority to grant any exemptions or permissions requested.
36. You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.
37. Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.
38. When supplying the Services to the Customer, the Service Provider may gain access to and/or acquire the ability to transfer, store or process personal data of employees of the Customer.
39. The parties agree that where such processing of personal data takes place, the Customer shall be the 'data controller' and the Service Provider shall be the 'data processor' as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time.
40. For the avoidance of doubt, 'Personal Data', 'Processing', 'Data Controller', 'Data Processor' and 'Data Subject' shall have the same meaning as in the GDPR.
41. The Service Provider shall only Process Personal Data to the extent reasonably required to enable it to supply the Services as mentioned in these terms and conditions or as requested by and agreed with the Customer, shall not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for its own or for any third party's purposes.
42. The Service Provider shall not disclose Personal Data to any third parties other than employees, directors, agents, sub-contractors or advisors on a strict 'need-to-know' basis and only under the same (or more extensive) conditions as set out in these terms and conditions or to the extent required by applicable legislation and/or regulations.
43. The Service Provider shall implement and maintain technical and organisational security measures as are required to protect Personal Data Processed by the Service Provider on behalf of the Customer.
44. Further information about the Service Provider's approach to data protection are specified in its Data Protection Policy, which can be found upon application. For any enquiries or complaints regarding data privacy, you can contact our Data Protection Officer at the following e-mail address:
Circumstances beyond a party's control
45. Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.
46. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
47. Notices shall be deemed to have been duly given:
a. when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
b. when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
c. on the fifth business day following mailing, if mailed by national ordinary mail; or
d. on the tenth business day following mailing, if mailed by airmail.
48. All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.
49. No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.
50. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).
Law and jurisdiction
51. This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.