Working with us
These terms apply to every quote and agreement between Droones Aerial Works (“Droones”) and its clients. Articles 7:404 and 7:407(2) of the Dutch Civil Code do not apply.
1.1 All our quotes are invitations to the prospective client to make an offer. They do not bind Droones in any way, unless the quote itself explicitly and unambiguously states otherwise in writing. An order placed with Droones counts as an offer, which is only accepted once we have confirmed it in writing (the order confirmation).
1.2 Designs, drawings, models, samples, descriptions, images and other documents that belong to our quotes are part of the quote. They remain our property, as do any tools Droones makes for this purpose. They must be returned on request and may not be copied or shared with third parties without our express written permission. We reserve all intellectual and industrial property rights.
1.3 If the order to which our quote relates is not placed within three months of the quote date, we may charge the client the costs of preparing the quote, including the costs of any tools referred to in 1.2.
2.1 The agreement consists of these terms together with the order confirmation. It is formed when Droones has received the order confirmation back digitally and/or signed by both parties. Until then, Droones may deploy its (staff) capacity elsewhere. The order confirmation is based on the information the client provided at that time and is deemed to reflect the agreement correctly and completely.
2.2 The agreement replaces all earlier proposals, correspondence, arrangements and other communication, whether written or oral.
2.3 The agreement is entered into for an indefinite period, unless the content, nature or purpose of the assignment shows that it is for a fixed period.
2.4 Every agreement between the client and Droones is fully binding on both parties, unless Droones informs the client in writing, with reasons, within 12 days of the agreement being formed that it dissolves the agreement.
3.1 The client makes sure that all information and documents Droones considers necessary for the correct and timely performance of the assignment are provided on time and in the form and manner Droones requires.
3.2 The client informs Droones without delay of facts and circumstances that may be relevant to the correct performance of the assignment.
3.3 Unless the nature of the assignment dictates otherwise, the client is responsible for the accuracy, completeness and reliability of the information and documents provided to Droones, including where these come from third parties.
3.4 Unless the nature of the assignment dictates otherwise, the client deploys, or arranges for, the staff Droones considers necessary to carry out the work. If specific staff are needed, this is agreed in the order confirmation. The client makes sure its staff have the right skills and experience for the work.
3.5 Extra costs and fees resulting from delays caused by information, documents, facilities or staff not being provided, or not being provided on time or properly, are for the client’s account.
4.1 Droones carries out all work to the best of its knowledge and ability and in accordance with good workmanship. Droones has an obligation of effort, not of result, unless expressly agreed otherwise.
4.2 Droones decides how and by whom the assignment is carried out, taking the client’s stated requirements into account as far as possible. If staff are named in the order confirmation, Droones will make every effort to keep them available for the full duration of the assignment. Droones may nevertheless replace them after consulting the client.
4.3 Droones only carries out and charges more work than the assignment covers if the client has agreed to this in advance. If Droones is required to carry out additional work under its (legal) duty of care, it may charge for this even without the client’s prior explicit consent.
4.4 If the client wishes to involve third parties in the assignment, it only does so after reaching agreement with Droones, as this can significantly affect Droones’ ability to carry out the assignment correctly. The same applies to Droones.
4.5 Droones keeps a work file for the assignment containing copies of relevant documents. This file is the property of Droones.
5.1 Unless a statutory provision, regulation or other (professional) rule requires otherwise, Droones and the staff it deploys keep confidential information obtained from the client confidential towards third parties. The client can release Droones from this obligation.
5.2 Without the client’s written permission, Droones does not use confidential information provided by the client for any purpose other than that for which it was obtained. An exception applies where Droones acts on its own behalf in civil or criminal proceedings in which this information may be relevant.
5.3 Unless a statutory provision, regulation or other rule requires the client to disclose them, or Droones has given prior written permission, the client will not disclose the content of reports, advice or other written or oral statements from Droones to third parties.
5.4 Droones and the client impose the obligations of this article on the third parties they engage.
5.5 Droones may describe the work carried out in general terms to (potential) clients, solely to show its experience. This is not considered a breach of 5.1 and 5.2.
5.6 Droones holds the required permits and certificates. These are not public, but the client can view them confidentially and in person on request. The operations manual is never released, as it contains commercially sensitive information. It can only be viewed where this is relevant to the assignment.
6.1 Droones reserves all intellectual property rights in the products of the mind it uses or has used, and/or develops or has developed, in performing the assignment, insofar as it holds or can enforce copyright or other intellectual property rights in them.
6.2 The client is expressly prohibited from reproducing, publishing or exploiting these products, including computer programs, system designs, working methods, advice, (model) contracts and other products of the mind of Droones, all in the broadest sense of the word, whether or not with the involvement of third parties. Reproduction, publication and/or exploitation is only permitted with Droones’ written permission. The client may copy written documents for use within its own organisation, insofar as this fits the purpose of the assignment. In the event of early termination of the assignment, the above applies accordingly.
7.1 If factors that determine the rate, such as wages or prices, change after the agreement is formed but before the assignment is completed, Droones may adjust the agreed rate accordingly.
7.2 Droones’ fee excludes travel and other expenses, and invoices from third parties engaged by Droones.
7.3 All rates exclude VAT and other levies imposed by the government.
8.1 The client pays within 30 days of the invoice date, without deduction, discount or set-off, in the currency stated on the invoice, by transfer to the bank account Droones indicates. Objections to the amount of an invoice do not suspend the payment obligation.
8.2 If the client exceeds the payment term in 8.1, it is in default by operation of law after Droones has asked it at least once to pay within a reasonable period. The client then owes statutory interest from the due date until the date of payment. All judicial and extrajudicial collection costs are also for the client’s account, with extrajudicial costs calculated in accordance with the Dutch “Rapport Voorwerk II”.
8.3 If the client’s financial position or payment behaviour gives Droones reason to do so, Droones may require the client to provide (additional) security or an advance payment without delay. If the client fails to do so, Droones may suspend further performance of the assignment immediately, and everything the client owes Droones becomes due at once.
8.4 If an assignment is given jointly, the clients are jointly and severally liable for payment of the full invoice amount, insofar as the work was carried out for them jointly.
9.1 Complaints about the work carried out and/or the invoice amount must be submitted to Droones in writing within 15 working days of the date the documents or information concerned were sent, or within 15 working days of discovering the defect if the client shows it could not reasonably have discovered it earlier.
9.2 Complaints do not suspend the client’s payment obligation. The client may never delay or refuse payment for other services of Droones to which the complaint does not relate.
9.3 If a complaint is justified, the client may choose between an adjustment of the fee charged, free correction or repetition of the rejected work, or not (further) carrying out all or part of the assignment with a proportional refund of the fee already paid.
10.1 If the client owes an advance payment or must provide information and/or materials for the work, the period within which the work must be completed does not start until Droones has received the payment in full, or the information and/or materials have been provided in full.
10.2 Because the duration of an assignment can be affected by many factors, such as the quality of the information the client provides and the cooperation given, completion dates are only strict deadlines if this has been expressly agreed in writing.
10.3 Unless performance has become permanently impossible, the client cannot dissolve the agreement because a deadline has been exceeded, unless Droones also fails to perform the agreement in full within a reasonable period set in writing after the agreed delivery date. Dissolution is then permitted in accordance with Article 6:265 of the Dutch Civil Code.
10.4 Droones may always postpone the delivery date because of weather or other natural conditions.
11.1 The client and Droones may terminate the agreement at any time, including before it has been completed, by registered letter with a reasonable notice period, unless reasonableness and fairness oppose termination or termination within that period.
11.2 Either party may terminate the agreement by registered letter without notice if the other party cannot pay its debts, a trustee, administrator or liquidator has been appointed, the other party enters into a debt restructuring or stops its activities for any other reason, if it is reasonably likely that one of these circumstances will arise, or if a situation has arisen that justifies immediate termination in the interest of the terminating party.
11.3 If the client terminates the agreement early, Droones is entitled to compensation for the demonstrable loss of booked capacity and for additional costs it reasonably incurs as a result, such as subcontracting costs, unless the termination is based on facts and circumstances attributable to Droones. If Droones terminates the agreement early, the client is entitled to Droones’ cooperation in transferring the work to third parties, unless the termination is based on facts and circumstances attributable to the client. In all cases of early termination, Droones remains entitled to payment for the work carried out up to that point, and the provisional results will be made available to the client subject to reservation. Any extra costs of transferring the work are charged to the client.
11.4 When the agreement ends, each party returns to the other without delay all goods, items and documents in its possession that belong to the other party.
11.5 The drone pilot may cancel or reschedule a flight with immediate effect because of bad weather. Droones has the final say on this, and the client cannot claim compensation for it.
12.1 Droones carries out its work to the best of its ability and with the care that can be expected of it. If an error occurs because the client provided incorrect or incomplete information, Droones is not liable for the resulting damage. If the client shows that it has suffered damage because of an error by Droones that would have been avoided with due care, Droones is only liable for direct damage, up to a maximum of €1,000.
12.2 Direct damage only means: the reasonable costs of establishing the cause and extent of the damage, insofar as this relates to damage within the meaning of these terms; any reasonable costs of making Droones’ defective performance comply with the agreement, insofar as these can be attributed to Droones; and reasonable costs of preventing or limiting damage, insofar as the client shows that these costs have limited direct damage within the meaning of these terms.
12.3 Droones is never liable for indirect damage, including consequential loss, lost profit, missed savings, damage due to business interruption, costs arising from an order to pay legal costs, interest and/or delay damage, damage resulting from deficient cooperation and/or information from the client, and/or damage resulting from non-binding information or advice from Droones that is not expressly part of the written agreement.
12.4 The client indemnifies Droones against claims from third parties for damage caused by incorrect or incomplete information the client provided to Droones, unless the client shows that the damage is not related to culpable acts or omissions attributable to the client, or was caused by intent or gross negligence on the part of Droones, and unless mandatory (inter)national law or regulations do not permit such a provision.
12.5 The limitation of liability in 12.1 also applies for the benefit of third parties engaged by Droones to carry out the assignment.
12.6 Droones is not liable for damage to or loss of documents during transport or when sent by post, regardless of whether the transport or shipment is carried out by or on behalf of the client, Droones or third parties.
13.1 The client may not transfer the agreement, or any obligation under it, to third parties without Droones’ express consent. Droones may attach conditions to this consent. In any case, the client then imposes all relevant (payment) obligations under the agreement and these terms on the third party. The client always remains liable alongside this third party for the obligations under the agreement and these terms, unless the parties explicitly agree otherwise.
13.2 In the event of a transfer of the agreement, the client indemnifies Droones against all claims from third parties arising from the client’s failure to fulfil, or incorrect fulfilment of, any obligation under the agreement and/or these terms, unless mandatory (inter)national law or regulations do not permit such a provision.
During the assignment, the client and Droones may communicate by email at the request of either party. Both parties recognise that email carries risks, including but not limited to distortion, delay and viruses, and agree that they are not liable to each other for any damage resulting from its use. Both parties will do or refrain from doing everything that can reasonably be expected of them to prevent these risks. In case of doubt about the accuracy of an email received, the content of the email as sent by the sender is decisive.
Unless the agreement states otherwise, all claims and other rights of the client against Droones, on whatever grounds, expire in any case one year after the moment the client could first exercise them.
Provisions of the agreement that are expressly or implicitly intended to remain in force after the agreement ends continue to apply and remain binding on both parties.
17.1 Dutch law applies to all agreements between the client and Droones.
17.2 All disputes arising from the agreement are submitted to the court in the place where Droones is established, unless another court has mandatory jurisdiction by law.
18.1 Appointments are made and recorded by email, and Droones always confirms them by email. By making an appointment, the client accepts these terms.
18.2 If the client cannot attend for personal reasons, it must let Droones know clearly by email at least 24 hours before the assignment.
18.3 If the client does not show up, Droones waits at least 30 minutes. After that, Droones charges the costs incurred.