Aerologix and Pilot Terms and Conditions Supply of Services by a Pilot to a Client or Aerologix
These Terms apply to you and us if you supply Services to Clients through Aerologix’s systems at aerologix.com. The Terms set out our agreement with you and are a binding contract.
If you agree to these Terms then you are entering into a contract with Aerologix Pty Ltd ABN 38 634 269 211, trading as Aerologix. You may not access our services or provide services to our Clients unless you agree to these Terms.
To make this contract easier to read, there are some defined words and phrases.
This agreement is the basis of our contractual relationship with you. When you provide Drone Flight Services then you will enter into further agreements with either:
- Aerologix; or
- another user of the Platform who requires Content.
Each Project is a separate contract between you and the relevant Client.
If we notify you that for a particular Brief and Project that we are the Client, then any reference to Client means a reference to Aerologix Pty Ltd.
The Platform means the web site and systems at aerologix.com.
Australian Consumer Law means Schedule 2 to the Competition and Consumer Act 2010 (Commonwealth).
Brief means a draft scope of work required by a Client.
Clients means the people who receive services from Pilots through the Platform. A Client may be Aerologix or a third party such as a P2P Client.
Enterprise Client means a Client of Aerologix.
EOI means you expressing your interest in carrying out the work in a Brief in response to an invitation.
Drone Flight Services means operating a drone or drones with a camera and/or other sensors, and providing the media, information or other data collected to a Client through the Platform.
IPR means all present and future industrial and intellectual property rights of any kind, including all rights conferred under statute, civil law or common law or equity, including but not limited to copyright (including rights in computer software), trade mark, service mark, design, patent, trade secret, semiconductor or circuit layout rights, trade, business, domain or company names, moral rights, rights in confidential information or other proprietary rights (whether or not any of these are registered and including any application, or right to apply, for registration) and all rights or forms of protection of a similar nature or.
Media includes video, still images, audio, and data.
Project means an agreed scope of work and contract between Pilot and Client.
P2P Client means a person who requests Drone Flight Services on the Aerogix Platform, but does not include Aerologix.
Personal InformationClient means information about an individual person as defined in the Privacy Act 1988 (Commonwealth).
Pilots means the people who provide services to Clients through the Platform.
Services means the services, media, goods (electronic or otherwise) and other material that you provide to Clients.
Services means the services set out in the section below “Services we provide”.
Terms means these terms and conditions.
we, us, our means Aerologix Pty Ltd ABN 38 634 269 211 of Level 6, 165 Walker Street, North Sydney, NSW, 2060, Australia.
you, your, yourself means the person reading and agreeing to these terms, or if you are agreeing to these terms on behalf of a company or someone else, that other person (including a company).
1. Services we provide
1.1 We are a marketplace, communication, distribution and workflow platform. The Platform provides the following Services:
(a) facilitating the pitching for and awarding of work between Clients and Pilots;
(b) facilitating the pitching for and awarding of work between Aerologix and Pilots;
(c) digital asset management (the Platform) for storing digital assets (AeroCloud);
(d) managing the data and communications between Clients and Pilots;
(e) facilitating the distribution of materials to third parties, such as Getty Images, and associated payments; and
(f) collecting fees from Clients and paying the Pilots.
1.2 We do not:
(a) provide Services to P2P Clients – that’s what the Pilots do;
(b) accept liability for the acts and omissions of the Pilots;
(c) accept liability for the acts and omissions of Clients, except where we are the Client;
(d) guarantee that Clients will pay us or the Pilots; or
(e) guarantee the work of Pilots.
1.3 When a Client agrees to a Project with a Pilot, a separate contract is formed between the Client and the Pilot. The terms of that contract are set out here https://aerologix.com/terms
1.4 The fees payable to you for the Project will be disclosed to you prior to you making an EOI.
1.5 Airspace information related to Australia supplied by us is not approved under Australian Civil Aviation Safety Regulation Part 175 (CASR Part 175), is advisory only, and is not to be used for the purpose of air navigation.
2. Types of Services
2.1 If we notify you that a Project is for an Enterprise Client then you will supply Drone Flight Services to us.
2.2 If we notify you that a Project is for a P2P Client then you will supply Drone Flight Services to a third party.
2.3 If you wish to supply Media through us to a third party, we may require you to enter into further terms and conditions before we will accept the Media for submission to the third party.
3. Information about Pilots
3.1. Before we accept you as a Pilot on the Platform, we will ask you to provide us with information about your experience and qualifications. It is a fundamental term of these Terms that you act in utmost good faith in providing us with this information. You indemnify us against all loss, cost and expense arising out of or in connection with you breaching this obligation.
3.2. We may interview you, request further information about you, and attempt to verify your experience and qualifications. You agree that we may ask any person to confirm or provide information about you. You agree to do all things necessary (including sign authorisations and other documents), if requested by us, to permit us to obtain information about your professional experience, qualifications and criminal record.
3.3. We may refuse to enter into any agreement with you, and exclude you from the Platform in our absolute discretion.
3.4 You agree that we are not liable to you for any loss, claim or expense that arises out of inaccurate information provided to us by any person, and you release us accordingly.
4.Understanding the arrangements between you and us
4.1 In our absolute discretion we may facilitate a Project between you and a Client. We are not obliged to provide your contact details to any prospective Clients or provide you with Briefs. We may provide the Brief to any Pilots in our absolute discretion.
4.2 A Client may choose a Pilot from the list we provide.
4.3 A Project will occur after we provide a Client with the details of one or more Pilots and the Client chooses you to perform the Project.
4.4 When a Project is created then you agree to complete the Project by the time and date agreed for the relevant fee.
4.5 Once a P2P Client selects a Pilot and the Project is agreed, then the Client become a client of the Pilot for the purposes of the Project. If there is a problem with the content of the Project then that is a matter between you and the P2P Client. You must, and do release us from all liability arising out of or in relation to the Project.
4.6 If the Client is an Enterprise Client then you owe your obligations under the Project to us.
5. Fees and payment
5.1 You must agree to the proposed fee published to you prior to accepting a Project.
5.2 After a Project is completed then we will credit you with the value of the fee paid by the Client for the Project.
5.3 You appoint us as your agent to collect the fee and pay you the amount agreed.
5.4 We will use reasonable commercial efforts to collect the fee, but do not warrant that we will be able to collect the fee from the Client. We are not obliged to commence court or tribunal proceedings to attempt to collect the fee.
5.5 We will issue a Recipient Created Tax Invoice (RCTI) in respect of each Project if you are registered for GST, or if you are not registered for GST we will create an invoice on your behalf.
5.6 We will pay you your share of the fees within two business days of our receipt of the fees payable by the Client. The payment terms between us and Clients may be 60 days or more.
5.7 You must provide us with accurate (and keep up to date) your contact and banking details.
5.8 If a Client raises a dispute in relation to a Project then we may withhold payment with respect to the Project. You appoint us as your agent to resolve the dispute. We may refund some or all of the fees paid by the Client, and a lesser or no amount will be payable to you.
5.9 If a client terminates a Project and pays a pro-rated fee then we will pay to you your portion of the cancellation fee.
5.10 If we are unable to pay you the fee because you have not provided us with current banking or contact details or you do not respond to communication by us, we may forfeit absolutely the fee or refund the Client six months after we send written notice to the last email address provided to us by you.
6. Refunds and disputes
6.1 We may provide a Client with a refund in relation to a Project in some circumstances, including:
(a) where the Client has the benefit of a statutory warranty under the Australian Consumer Law;
(b) where we agree to provide a refund for termination of a Project;
(c) where we or the Client consider that the Pilot:
- was unqualified or misrepresented his or her qualifications or experience,
- failed to provide the Project on time or at all, or
- did not provide the Project in the manner agreed or as set out in the brief.
6.2 Where the Client is provided with a refund then we have no obligation to pay you any amount for that Project.
6.3 If a dispute arises between you and a Client then you must make prompt and good faith efforts to resolve the dispute. If the dispute is not resolved within seven days of it being raised then you must notify us and provide us with details of the dispute.
6.4 We may require you to re-perform or re-supply material in relation to a Project where the material does not comply with the Brief and the Pitch as amended by the parties.
6.5 You irrevocably appoint us as your non-exclusive agent to resolve disputes in relation to a Project. We may make any decision and perform any act or omit to do a thing in resolving a dispute in our reasonable discretion, except agree that you will make a payment to a Client. We may decide that no fee is payable in relation to a Project, or that the fee will be refunded to the Client.
6.6 You must indemnify us for all loss, claims, expense, costs, legal fees, damages and judgements incurred by us resulting from a dispute in relation to a Project, except to the extent caused by us. We must attempt to mitigate our losses.
7. Documents and information
7.1 We provide a messaging platform that allows you and the Client to exchange media, documents and information. We have implemented that platform taking measures to ensure it is secure, but we do not warrant that it cannot be subject to an information security breach. You agree that we are not liable to you for any loss, claim or expense that arises out of a messaging platform security breach.
7.2 We provide the Platform for Media. We will use reasonable commercial endeavours to make the Platform and Media available except during maintenance and repair periods. However, Aerologix expressly does not warrant that:
(a) the Platform and or Assets will always be available;
(b) any particular amount of storage in AeroCloud will be available to you; or
(c) deleted Assets can be restored to AeroCloud.
7.3 During these Terms and after expiry or termination of these Terms, Drone Contractor will not damage the goodwill of the business of Aerologix by any means including on the Internet or social media.
8. Your obligations
8.1. You must:
(a) promptly and in the agreed time frame complete a Project in accordance with the Brief (as modified from time to time) and reasonably accepted professional standards;
(b) if you are delayed or may be delayed in completing a Project, inform us and the Client as soon as practicable;
(c) use the Platform strictly in accordance with any documentation provided or instructions notified to you;
(d) not provide services to a Client outside the Platform or in any way circumvent the operation of the Platform while you have an active account with us, and for two years after you cancel your account with us. This includes accepting a request from a Client or providing services to a Client who has been introduced to you by us, or you or the Client cancelling a Project partially or wholly to go outside the Platform;
(e) ensure that anything uploaded to AeroCloud does not contain any malware of any nature;
(f) comply with all laws relevant to the Platform and/or a Project;
(g) not during a Project or in communications with us or a Client speak or act in a manner that is lewd, profane, insulting, sexual, pornographic, illegal, or defamatory;
(h) release us from any liability or claim arising out of the content of the Project, including any third party claims for breach of IPR;
(i) indemnify us for any cost, loss or expense we incur arising out of or in connection with any claim by a Client or third party in relation to a Project, except to the extent caused by us;
(j) maintain your own backups of material you submit to AeroCloud, subject to any IPR held by or transferred to the Client;
(k) not reverse engineer or attempt to re-create the functionality of the Platform wholly or in party;
(l) not submit for a Project any Media that you have not created specifically for that Project;
(m) keep confidential all information (and particularly Briefs and all communications between you and a Client) provided to you by a Client and us, except to the extent consented to by the Client or us.
8.2 The Pilot is solely responsible for and undertakes to:
(a) provide the Drone Services in a safe and secure manner in compliance with all laws and regulations including the nationwide rules laid out by CASA (Civil Aviation Safety Authority);
(b) comply with any lawful directions given to you by Aerologix in relation to a Project;
(c) not to engage in unsafe flying fly in places banned by local and state government authorities or places that are a “no fly zone”; and
(d) review the checklist provided by Aerologix before flying.
9. IPR Licence, assignment and indemnity
9.1 You grant us a royalty-free, perpetual, world-wide and non-exclusive licence to reproduce, publish, perform, communicate, adapt, and use any materials that are comprised in a Project to the extent necessary for us to provide the Services and any incidental internal purposes.
9.2 You must and do assign all IPR, including any future created IPR, in a Project to the Client, as at the date of creation of the IPR.
9.3 If we provide you with any third-party sublicence, you must comply with any requirements of the sublicence.
9.4 You must not do anything that infringes the IPR of a Client, including in relation to material created or supplied for a Project.
9.5 You warrant to us that all Projects will not infringe the rights of any third party, including infringement of IPR. If a third party makes a claim against us for infringement of their rights in relation to a Project then you must indemnify us for all costs, expenses, damages, legal costs, judgements, fines and any other impost we suffer.
9.6 In relation to every Project, you must irrevocably provide your consent to the Client to adapt, translate, commercialise, exploit and treat the materials for the Project in any way without your asserting any of your moral rights (as defined under the Copyright Act 1968 (Cth) and its amendments) or any similar right in any jurisdiction, including:
(a) without attributing the right of authorship in the materials to you;
(b) any false attribution of the authorship of the materials; and
(c) without requiring your consent for any use, adaptation, commercialisation, exploitation or treatment of the materials, whether derogatory or not.
10.1 We require Pilots to hold policies of insurance that provide the Pilot with indemnity for:
(a) Public liability, including aviation liability covering flight risks insurance for the Pilot’s category of drone being flown; and
(b) any other insurance required by law.
10.2 You agree and warrant that you will hold the insurances set out in clause 10.1. Breach of this obligation is a material breach of these Terms.
10.3 We may provide public & products liability insurance on your behalf, as applicable, for Pilots supplying Services on the Platform where we are the Client. We do not warrant that will provide that insurance or that the insurance will respond for any particular claim against you, unless we tell you in writing otherwise.
10.4 We may advertise to you insurers and/or insurance brokers who can provide you with insurance for Projects. If you wish to purchase such insurance then you must review the insurance documentation carefully, and in particular make sure that you are familiar with and understand any exclusions to, and any deductibles that may apply for, such insurance policy. You will be responsible for payment of all amounts in relation to the insurance.
11.1 Except as required by law (such as the Australian Consumer Law), we expressly exclude any warranties as to the Services, the Project or its content.
12. Australian Consumer Law
12.1 As set out elsewhere in these Terms, we do not provide the content of the Project. The Project is provided by the Pilot. We provide the Services as defined above in these Terms.
12.2 Despite anything else in these Terms, where you are entitled to a statutory guarantee under sections 60 to 62 of the Australian Consumer Law in relation to our Services, then to the extent that we fail to comply with such guarantee, our liability for such a failure is limited to, at our option:
(a) supplying the services again; or
(b) payment of the cost of having the services supplied again, unless it is not fair or reasonable for us to rely on this term of the Terms.
12.3 Just to be clear: if there is a breach of the statutory guarantee by the Pilot then that is a breach of the arrangement between the Client and the Pilot. If we have not yet passed on a payment to the Pilot then we may withhold passing on payment (in our discretion), pending a resolution of a dispute between the Client and the Pilot.
13. Limitation of liability
13.1. To the extent permitted by law, we are not liable to you in contract (including under an indemnity), tort, breach of statutory duty or otherwise in respect of any loss, damage or expense arising out of or in connection with the Services, a Project, or the relationship between the parties, that is:
(a) an indirect or consequential loss, even if we have been advised of, know of, or should have known of the possibility of such loss, damage or expense; or
(b) for any lost profits, loss of expectation, not achieving a saving, lost revenue, lost data, damage to any goods, or losses arising from business interruption or loss of goodwill.
14. Term and termination
14.1 You or we may terminate this agreement by written notice.
14.2 We may suspend or terminate your participation on the Platform at any time in our absolute discretion.
14.3 If this agreement is terminated then you will not be able to complete any Projects in progress. You release us from any liability arising out of your inability to perform or complete a Project due to suspension of your participation on the Platform or termination of this Agreement.
14.4. Each warranty and indemnity under this agreement shall survive termination of this agreement.
15.1 You are an independent contractor and there is no relationship of employment between us and you.
15.2 These terms contain the whole of the agreement between us and you.
15.3 We may vary these terms on 30 days’ notice to you by publishing the proposed variations on the Platform, and these terms will apply to any Project commencing after the notice period.
15.5 The parties irrevocably submit to the exclusive jurisdiction of the courts of New South Wales, Australia, and this agreement will be construed in accordance with the laws of that jurisdiction.
15.6 Any notice under this agreement may be given by email to the last notified address of a party. Notices to Aerologix must be emailed to email@example.com. Notices by email will be deemed to have been received when the recipient’s mail server has received the email.
Terms last updated March 8 2022