TERMS & CONDITIONS

Terms & Conditions

These Terms & Conditions are the contract between you and iRed Limited (“iRed”, “our”, “us”, “we”) and tell you: who we are; govern how we will provide surveying services to you, unless otherwise agreed in writing; how you and we may change or end the contract; what to do if there is a problem together with other important information.

An exception to these Terms & Conditions would be if the laws of the place where arrangements or contracts are either made or carried out, would make it legally impossible to adhere to these Terms & Conditions. If this situation arose, then the local law would take precedence but only where it is at variance with these Terms & Conditions.

You are: Anyone who uses our website or purchases any of the following, but not limited to, surveying services, products, consultancy services and training courses/services either directly or indirectly. We will act for you as the person or the company/organisation from whom the instructions to act have originated from. You are a consumer* if you are purchasing any of our services/products for your own personal use otherwise you are a business.

We ask that you read these Terms & Conditions carefully before submitting your order to us, as they form the contract between you and us, whilst protecting your rights as well as ours.  By visiting or using our website, you agree to be bound by them.  If you do not agree with them, then you should leave our website immediately.

Please see Appendix 1 at the end of this document for a list of all the definitions used within these Terms & Conditions.

* Consumer defined under consumer legislation and as per definition in these Terms & Conditions is “an individual acting for purposes that are wholly or mainly outside that individual’s trade, business, craft or profession”.

Interpretation

In this agreement unless the context otherwise requires:

1. The headings within these Terms & Conditions are for convenience/reference only and do not affect the interpretation of any of the terms and conditions of this contract.
2. A reference to a person is a reference to one or more individuals, whether or not formally in partnership, or to a corporation, government body or other association or organisation.
3. These Terms & Conditions apply:
   1. 1. To all supplies of surveys, products, training and/or consultancy services by us to you. They prevail over any terms proposed by you.
      2. You as a buyer or prospective buyer of our products or services and if the context allows, as a visitor to our website.
4. Should we fail or neglect to enforce any of the provisions within these Terms & Conditions it will not in any way affect the validity of this contract or prejudice our rights to take subsequent action.
5. In the event that any of these Terms & Conditions or provisions are determined invalid, unlawful or unenforceable, they will be removed whilst all other clauses remain valid.
6. A reference to an act or regulation includes new law of substantially the same intent as that act or regulation.
7. This agreement is made only in the English language. If there is any conflict in meaning between the English language version of this agreement and any version or translation of this agreement in any other language, the English language version shall prevail.

Who We Are & How To Contact Us

Founded in 2002, iRed continues to revolutionise how people and companies carry out inspections.  As the industry-leading experts for remote sensing including but not limited to specialist sensors and drone integration we help to find faults invisible to the naked eye. We are iRed and iRed Academy trading as iRed Limited, a company registered in England and Wales, with registration number 04260219 and VAT number 787 8683 43.

Our registered address is Unit 6, The Old Flour Mill, Queen Street, Emsworth Hampshire PO10 7BT.

You can contact us via: mail at our registered address above or:

Phone: +44 (0) 1243 370 296

Email: [email protected] or mail via our registered address above.

Surveys & Surveying Services

We provide a wide range of standard and bespoke remote sensing surveys for companies and organisations specifically designed to meet their needs in locating leaks not visible by the naked eye.

We will act for the person or body from whom the instructions to act have originated (you). No other party is entitled to give instructions, particularly on the scope of inspection or delivery of report, unless so authorised by you.

We will provide surveying services in accordance with:

• your specific instructions as agreed and confirmed by us.
• our terms of any standard order form and/or standard specification sheet, if applicable.
• any relevant trade custom, usage or practice and
• such methods as we consider appropriate on technical, operational and/or financial grounds.
• us being irrevocably authorised by you, to deliver at your discretion the report to a third party where so instructed by you, or where it implicitly follows from circumstances, trade custom, usage or practice.
• documents reflecting engagements contracted between you and third parties, or third parties’ documents, such as copies of contracts of sale, letters of credit, bills of lading, etc., are (if received by us) considered to be for information only, and do not extend or restrict the scope of the services or the obligations accepted by us.
• subject to your instructions being accepted by us.
• issuing reports of inspection which reflect statements of opinion made with due care within the limitation of instructions received. However, we are under no obligation to refer to, or report upon, any facts or circumstances which are outside of the specific instructions received.
• Reports are usually delivered 7 – 10 days after the survey has taken place.

We will ensure that our surveyors/team members comply to the current UK Government guidelines on infectious disease control and in line with our risk assessments.

You will:

• ensure that instructions to us together with sufficient information are given in due time to enable the required services to be delivered effectively.
• procure all necessary access for our representatives to enable the required services to be performed effectively.
• provide all facilities at the premises that we may reasonably require to carry out the surveying service.
• supply, if required, any special equipment and personnel necessary for the performance of the services.
• ensure that all necessary measures are taken for safety and security of working conditions including compliance to the UK Government Infectious Diseases Guidelines, sites and installations during the performance of the services and will not rely, in this respect, on our advice whether required or not.
• you will ensure that all your colleagues/contractors and others on site fully comply with any UK Government health guidelines on infectious disease control.
• you will ensure that all advice and instructions we give you for the protection of the health and safety of anybody in your organisation involved with the surveying services in your premises are followed.
• take all necessary steps to eliminate or remedy any obstruction to, or interruptions in, the performance of the surveying services.
• inform us in advance of any known hazards or dangers, actual or potential, associated with any order or samples or testing including, for example, presence or risk of radiation, toxic or noxious or explosive elements or materials, environmental pollution or poisons;
• fully exercise all your rights and discharge all your liabilities under any relevant sales or other contract with a third party, whether or not a report or certificate has been issued by us, failing which we shall be under no obligation to you.  We may delegate the performance of the whole, or any part of the services contracted for with you to any agent or subcontractor.

Surveying Services Quotation Procedure

We undertake to provide survey services in accordance with these Terms and Conditions and accordingly all offers or tenders of service and all resulting contracts, agreements or other arrangements will, in all respects, be governed by these Terms and Conditions, unless otherwise specifically agreed in writing.

Please note that our quotations are valid up to the date clearly stated on each quotation or tender document.  In the event that our quotation period has expired, please contact us by email or phone to enable a current quotation to be sent to you.

Survey Fee Guidance

All of our survey fees, excluding VAT, are clearly provided to you via email quotations or tender documents as appropriate. You can request a quote via email at [email protected] or by calling +44 (0)1243 370 296.

Survey Booking Procedure

Following your review of all correspondence between you and us including but not limited to our quotation/tender against your specific requirements, you can book your survey/surveying services by contacting our operations team on +44 (0)1243 370 296 or sending your purchase order to [email protected]. We confirm that we comply with the applicable elements of the Consumer Contracts Regulations 2013.

By booking via email or telephone or making payment via a company payment method, you confirm that you have full authority to do so and that you accept personal responsibility for your actions.

Survey Booking Confirmation

Once your order has been processed, we will send you a confirmation email with a receipt of payment (if applicable).  This is the commencement of the contractual agreement between us.

The majority of communications you will receive from us will be via email to the email address you provide as part of our booking process. By submitting your order, you are in agreement to receive all communication, including contractual information, via email and to adhere to all course guidance, guidelines and rules.

Whilst we have the right to change the Terms & Conditions and Privacy Policy, we confirm that your contract with us will be based on those that were published on our website at the time you submitted your order to us, unless any change is required by law, government or regulatory authority.

Should you have a payment query then please contact [email protected] providing full details of your transaction.

Survey Amendments

Occasionally surveys and surveying services may have to be postponed or cancelled for a number of reasons, including but not limited to: weather, government guidelines; accidents or illness therefore we reserve the right to cancel surveying services without liability.

We assure you that we will endeavour to avoid this happening but we ask that you please bear this in mind when making any travel and accommodation arrangements on our behalf or for any of your colleagues who need to be present whilst the survey is carried out.  We are not responsible for any costs incurred for travel or accommodation.

In the event of a survey cancellation or postponement, we will endeavour to notify you about the cancellation at least 3 days before the survey start date notice as well as providing you with a reschedule date/dates.

If we are unable to perform all, or part of the services because of lack of access or availability of equipment/assets or undue postponement or delay, we shall be entitled to a delay charge and reimbursement of any non-refundable expense incurred by us.

If we are prevented by reason of any cause whatsoever outside of our control from performing or completing any services for which an order has been given or an agreement made, you shall pay to us:

• the amount of all abortive expenditure actually made or incurred.
• a proportion of the agreed fee equal to the proportion (if any) of the services actually carried out.
• we shall be relieved of all responsibility whatsoever for the partial or total non-performance of the required services.

Cancellation Policy

If you find yourself in the unfortunately position where you need to cancel your booking for the purchase survey it is important that you notify us in writing via email, as quickly as possible providing us with all the information as per Appendix 2.

If we receive your notice of cancellation:

• at least 7 working days before the commencement of the survey then no charge will apply.
• between 4 and 6 working days before the commencement of the survey then you will be responsible for 50% of the survey charge.
• 3 working days or less before the commencement of the survey then you are responsible for the full survey rate. If you then rebook the survey for a future date, you will receive a reduced survey rate of 50%.

Settlement Terms

The survey fees quoted on all estimates, proforma invoices and invoices exclude VAT which will be charged on all transactions at the prevailing rate.

Provided that you have fulfilled our Credit Account Process including producing references which in our opinion are satisfactory, you are committed to pay, not later than 30 days after the relevant invoice date or within such other period as may have been agreed in writing by us. All charges rendered by us failing which interest will become due at the rate of 3-month LIBOR + 2% per annum from the date of   until payment. In all other cases payment shall be in advance.

You are not entitled to withhold any payment due to us unless you are doing so because of a dispute in which case you may only withhold the amount that is in dispute.

In the event of any suspension of payment, arrangement with creditors, bankruptcy, insolvency, receivership or cessation of business by you, we shall be entitled to suspend or, at our option, terminate all further services forthwith and without liability.

Statutory Rights to Cancel

Please note that this only applies if you are a consumer and you have entered into a distance or off-premises contract).

We provide protection to consumers by ensuring that our policies and processes strictly adhere to the following regulations and act.  For the purpose of these Terms & Conditions and Consumer Protection Legislation, a consumer is defined as ‘an individual acting for purposes that are wholly or mainly outside that individual’s trade, business, craft or profession’ as defined in:

• Consumer Protection (Distance Selling) Regulations 2000. Where a Contract with a Consumer is concluded on a distance selling basis.
• Consumer Rights Act 2015.
• Covering consumer rights on contracts for goods, services and digital content.

If this section applies to you, then you have a legal right to cancel your order at any time within 14 days (the “Cooling off Period”) beginning on the day after you received our order confirmation including these terms and conditions having entered into a distance contract with us over the phone, via email or over the internet. Unless you give us permission in writing we will not begin to provide you with surveying services until this cooling off period has expired.

If you requested us to begin the surveying services during the cooling off period, you still have the right to ask us to stop at any time during that period but you will be liable to pay us for the surveying services we have provided up to the date on which you cancel.  Please note that you do not have the right to cancel once the cooling off period has ended although you can terminate this agreement as set out in Duration and Termination section.

As a consumer you may also terminate this agreement for one of the following reasons:

1. there is a risk that our performance of the surveying services will be significantly delayed because of events outside of our control.
2. we have told you about an error in the charges or the description of the surveying services and you do not wish to proceed.
3. we have been unable to perform the surveying services within any time critical constraints you have told us about in writing and before we commence, unless the delay is due to something you have done or failed to do.

It is important that you notify us of your intention to cancel providing all the details as per Appendix 2 and via one of the three communication methods detailed within Other Matters of these Terms & Conditions. Once we receive your intention to cancel, our cancellation process will commence and you will be advised by email of the total cancellation charges that you will incur

Confidentiality

Your data will be held securely, treated confidentially where you have specified and will not be disclosed to external parties, except when the information is already known to us or already exists in the public domain other than as required for the purposes described above. This may include sharing your information with any third parties working with us on this particular project/survey.

None of the parties shall disclose to any person or use for any purpose any confidential information of the other as a result of entering into a contract. This restriction shall continue to apply after the expiration or termination of the contract without limit of time. These obligations shall cease to apply to knowledge or information which may properly come into the public domain (through no fault of the party concerned) or is required by law to be disclosed upon production.

Personal Data

We will process the personal data information received by you or otherwise that we hold about you in accordance with these Terms & Conditions, together with the iRed Privacy Policy and strictly in accordance with the provisions of the Data Protection Act 2018 (DPA2018) and the UK General Data Protection Regulations (UK GDPR).  You consent to the use by iRed of such information held accordingly.

We will use such information including but not limited to:

• Perform our obligations and enforce our rights under these Terms & Conditions.
• Inform you of survey feedback and reports.
• External credit reference agencies, where the information relates to an individual acting as a business (e.g., sole trader). Any searches will be recorded by the external agency.
• Contact you infrequently by email, telephone or mail to inform you about other services which may be of interest to you in accordance with your instructions and in compliance with GDPR (UK General Data Protection Regulation).
• Share your information with our agents and service providers for these purposes and
• As set out in further detail in our Privacy Policy.

We will not sell, rent or distribute your personal information to third parties, unless required to do so by law.

As an individual, you have a right under the Data Protection Act 2018 to obtain information from us, including the description of the data we hold on you. Please note that there is charge per access request as per our IT Policy. Should you have any queries concerning this right, please contact us by writing to: iRed Limited, Unit 6, The Old Flour Mill, Queens Street, Emsworth, Hampshire PO10 7BT.

By accepting our Terms & Conditions you authorise us to publish your feedback, comments and ratings as posted on any review sites including, but not limited to, Google customer reviews and Trustpilot.  This is done in the context of testimonials and/or reviews.

You understand that should you provide information or personal data relating to a third party on any of our online portals including our website, you are personally responsible.  Should this constitute any form of breach of either the third party’s rights/our online presence or of any laws, you will be liable for any legal recourse, relating to any law, which may arise from this breach. We cannot take responsibility for the accuracy or legitimacy of any information provided to us by others using these sites.

Removal of Offensive Content

This section applies to anyone who visits or uses our website and/other online platforms.  Whilst we are not under any obligation to monitor or record the activity of others utilising our website and/or online platforms, equally we do not take responsibility to monitor or police any internet-related activities, however we may do so without giving notice and/or a reason.

In the unfortunate situation that a person is offended by any content, either written by us or another person, then the following procedure applies:

• Any complaint must be submitted to us at [email protected] and should include all information relevant to the complaint, together with name and contact details of the person/organisation submitting the complaint.
• We will commence our investigations and if appropriate, report our initial findings to the relevant competent authority. If that is not required, then we will continue to investigate internally and we alone will then decide:
  • If the claim or complaint is justified and we agree with your judgement, we shall remove the offending content as soon as we are reasonably able to do so.
  • The decision on whether or not to remove content from our website and/or on-line platform/s is solely ours, unless it contravenes any laws or official regulations.
• We reserve the right to re-instate the content about which you have complained if it was removed but becomes necessary to re-instate.
• In respect of any complaint made by you or any person on your behalf, whether correctly reported or not, you now irrevocably grant to us a licence to publish the complaint and all ensuing correspondence and communication, without any limitations.
• You agree that if any complaint is made by you frivolously or vexatiously, you will repay us the cost of our investigation including any legal fees.

Should we see any offensive content by anyone using our website or online platform/s, even without receiving a third-party complaint, we will investigate in accordance with the above complaints procedure and remove the offending material accordingly.  As per these Terms & Conditions the writer of the offending material will repay us the cost of the investigation, including any legal fees if applicable.

Duration and Termination

The contract between you and us commences on the date you receive our email confirmation of your order and will end once the survey job has been completed and we are in in receipt of cleared funds.  However, if we are performing a series of surveys and survey service advice etc., then the agreement will continue for the period defined within our order confirmation.

Either we or you have the right to terminate this agreement immediately if the other:

1. fails to comply with its obligations under this agreement with 7 days of a written request to comply or
2. is declared bankrupt, or is unable to pay their debts when they are due or where that other is a company, becomes insolvent within the meaning in the Companies Act 2006.

Termination costs will include third party costs including but not limited to, ferries, flights, car hire, hire of equipment and accommodation.

Survey Amendments

Occasionally surveys and surveying services may have to be postponed or cancelled for a number of reasons, including but not limited to: weather, government guidelines; accidents or illness, therefore we reserve the right to cancel surveying services without liability.

We assure you that we will endeavour to avoid this happening but we ask that you please bear this in mind when making any travel and accommodation arrangements on our behalf or for any of your colleagues who need to be present whilst the survey is carried out.  We are not responsible for any costs incurred for travel or accommodation.

In the event of a survey cancellation or postponement, we will endeavour to notify you about the cancellation at least 3 days before the survey start date notice.  You will be offered the opportunity to reschedule the survey on an alternative date/s or be given a full refund provided you paid in advance and we are in receipt of cleared funds.

If we are unable to perform all, or part of the services because of lack of access or availability of goods or undue postponement or delay, we shall be entitled to a delay charge and reimbursement of any non-refundable expense incurred by us.

If we are prevented by reason of any cause whatsoever outside of our control from performing or completing any services for which an order has been given or a contract is in place, you shall pay to us:

• the amount of all abortive expenditure actually made or incurred.
• a proportion of the agreed fee equal to the proportion (if any) of the services actually carried out.
• we shall be relieved of all responsibility whatsoever for the partial or total non-performance of the required services.

Intellectual Property

All Intellectual Property Rights relating to our surveying, consultancy, training, hire and repair services plus sales of products and our website, including, but not limited to copyright of the content, whether written or not, remain in our ownership.  All copyright and distribution rights are reserved by us at our sole discretion except where these rights are explicitly stated in writing to have been waived or where the contract between you and us explicitly provides or where the material is so endorsed by us.

For the avoidance of doubt, irrespective of payments received from you, all rights of ownership to all surveying materials prepared by us, whether written or not, remain our property.

Our website content is protected by copyright and is intended to inform you of the wide range of services that we offer as a company, including but not limited to surveys, consultancy services, training services including courses and hire/repair services.  The website provides you with up-to-date information on all our services thereby enabling you to explore and ascertain the various options available prior to speaking with one of our team members.  The content on our website is intended only for you to review and assist in your decision making and any deviation from this must be agreed in advance.

1. Except as set out below, you may not copy, modify, publish, broadcast, transmit, transfer or sell, reproduce, create derivative works from distribute, perform, display or in any way exploit any of the content of any of the surveys, consultancy services, training services, products and course or study materials, in whole or in part. However, you may:
   1. 1. Retrieve and display the purchased service/s including but not limited to surveys from us on your computer screen; and
      2. Print as many copies of the survey and/or other services purchased, but not copy or share them in any manner except within your own and/or your client’s organisation.
2. We however grant the right, without prejudice to our position under the previous paragraph, to enable you to copy freely any material provided by us as part of the surveying work wholly commissioned by you, provided that distribution of these copies is exclusively within your own or your client’s organisation. Additionally, should the survey material relate to a third party for whom you are working on behalf of, we further grant the right, without prejudice to our position under the previous paragraphs, for you to copy freely any material provided by us as part of work wholly commissioned by you, provided that distribution of these copies is exclusively within your own particular organisation and the third party’s organisation to which the surveying material relates.
3. You may not use our name or logos or trademarks or any other content on any website of yours or that of any other person, without our express written permission.

All rights, title and interest in intellectual property rights relating to any of the surveying services provided by us including copyright, patents, trademarks, trade secrets, improvements, developments property information, know how, processes, methods business plans or models, including computer software and preparatory and design material therefore and all other intellectual property created and developed by us (whether registered or not) time to time shall exclusively be owned by us.  Whilst you may utilise the intellectual property, you understand that the ownership remains with us.

Nothing that you see or read in our survey reports, online portals/platforms, or our website, may be copied, reproduced, modified, distributed, transmitted, republished, displayed or performed for commercial use.

All other trademarks, service marks and trade names in our survey reports, online portals/platforms, or our website, are the marks of the respective owners and no unauthorised use is allowed.

As part of our surveying service, you grant us and assign the irrevocable and unrestricted right to use and publish surveying images of the assets or property surveyed, for editorial, trade, advertising and any other purpose and in any manner and medium, to alter the same without restriction, and to copyright the same.  This clause hereby releases us and our legal representatives from all claims and liability relating to said surveying images.

Events Outside of Our Control

For the purpose of these Terms & Conditions, a force majeure event means an event beyond our reasonable control, including but not limited to: acts of God; accident; breakdown of plant or machinery; confiscation of any other occurrences (whether or not of a similar nature to those specified); delays in delivery or material by suppliers; failure of a utility service including network provider transport network failure; fire, flood, drought, storm, earthquake or other natural disaster; malicious damage; nuclear, chemical or biological contamination sonic boom; prohibition of export or import; theft; embargo; government actions & regulations; hostilities; armed conflict;); war, riot, civil commotion (whether war be declared or not); revolution; terrorist attack; terrorist activity; strikes of labour, lockouts or other industrial disputes (whether involving our workforce or any other party) and sanctions.

For the loss or damage caused to surveying services indirectly caused by force majeure:

1. We will take all reasonable steps to avoid or minimise the effect of the force majeure event on the supply of surveying services to you.
2. We will contact you in writing as soon as reasonably possible to reschedule the survey or if we deem appropriate offer a refund if we are unable to provide the surveying services to you within a reasonable timeframe.
3. No consequences of any such event shall give rise to the cancellation of the contract, unless in our opinion the contract becomes incapable of being fulfilled.
4. If the force majeure event prevents us from providing any surveying service, we have the right to terminate these Terms & Conditions immediately by providing you with written notice.
5. We will not be liable to you as a result of any delay or failure to perform our obligations under the Terms & Conditions as a result of a force majeure event.

Limitation of Liability & Indemnification

We undertake to exercise due care and skill in the performance of surveying services and will only accept responsibility in cases of proven negligence.

Our liability in respect of any claim for loss, damage or expense of whatsoever nature and howsoever arising shall in no circumstances exceed a total aggregate sum equal to the amount of the fee payable in respect of the specific surveying service required which gives rise to such claim, provided, however, that we shall have no liability for any indirect, special or consequential loss (including loss of profits).

We shall be discharged from all liability for all claims for loss, damage or expense unless a legal filing of complaint is brought within one year after the date of the performance by us of the specific surveying service which gives rise to the claim or in the event of any alleged non-performance within one year of the date when such surveying service should have been completed.

We are neither an insurer nor a guarantor and disclaims all liability in such capacity. Customers seeking a guarantee against loss or damage should obtain appropriate insurance.

You shall guarantee, hold harmless and indemnify us and our officers, employees, agents or subcontractors against all claims made by any third party for loss, damage or expense of whatsoever nature, including reasonable legal expenses and howsoever arising relating to the performance, purported performance or non-performance, of any services to the extent that the aggregate of any such claims relating to any one service exceed the limit mentioned above.

Additionally, you acknowledge that we do not, either by entering into a contract or by performing services, assume, abridge, abrogate or undertake to discharge any duty of your own to any other person.

If any of our surveying service information and/or reports cause damage to your devices, or digital content belonging to you and is caused by our failure to use reasonable care and skill we will not be liable for damage which you could have avoided by following; our advice; our download instructions; or having in place the minimum system requirements as advised by us.

Our liability to you for any damage to your property and/or assets is limited to the amount you have paid for the surveying services.  In no event shall we be liable for damages in excess of this sum. You acknowledge that the fee/fees you have agreed to pay for the surveying services we provide to you reflect the level of liability we have agreed to accept and that if our liability was to be increased the fee/fees will also have to increase.

You are to indemnify us for any loss or expenses caused as a result of providing inaccurate information to us, mistakes contained within your order or personal injury or death caused by you or your colleagues by following our surveyor’s guidelines correctly.

Bribery and Corruption

It is agreed that both you and we agree that:

1. neither of us nor any party acting on behalf of either of us has offered, given, requested or accepted any undue financial or other advantage of any kind in any way connected with the entering of this agreement for surveying services; and
2. you and we shall each comply with all applicable legislation relating to bribery and corruption in connection with this agreement including ensuring:
   1. 1. in your case that your employees and representatives shall not; and
      2. in our case that our employees and representatives shall not directly or indirectly offer, give, request or accept any undue financial or other advantage of any kind.

Any failure by either of us to comply with this paragraph shall entitle the other to terminate this agreement by giving written notice.

Governing Law and Jurisdiction

These Terms & Conditions, and any dispute or claim arising out of, or in connection with, it or its subject matter or formation – including non-contractual disputes and/or claims – shall be governed by, and construed in accordance with the Laws of England and Wales.

Other Matters

1. No agent of either party has authority to make oral representations either prior to or after placing an order and you have not relied upon any oral representations in placing an order, nor has any agent of either party authority to vary or modify these Terms & Conditions which may only be varied or modified in writing by us.
2. In the event of any conflict between any term of this agreement and the provisions of the articles of a limited company or any comparable document intended to govern any other corporate or collective body, then the terms of this agreement shall prevail.
3. Unless otherwise agreed in writing and signed by us, no exceptions or variations to these Terms & Conditions are permitted.
4. If you become aware of any breach or fraud of any term of this agreement by any person, please write to us at [email protected] and provide us with all details relating to the breach or fraud. We welcome your input but do not guarantee to agree with your judgement.  Please note that nothing in this agreement excludes liability for fraud by any person.
5. This paragraph (or any other paragraph) which excludes or restricts our liability, applies to our directors, officers, employees, subcontractors, agents, partners and affiliated companies who may enforce this provision under the Contracts (Rights of Third Parties) Act 1999.
6. Any overpayments, credits or refunds due to changes within the survey services will be finalised as soon as reasonably practical.
7. You understand, and confirm your acceptance, that we operate a zero-tolerance policy in relation to inappropriate behaviour, especially abusive or violent behaviour to any of our team members, along with unfair or dishonest practice. If there was an occasion where we discovered you were not abiding by our zero-tolerance policy, then we may, with reasonable discretion and without liability or an obligation to refund any fees, refuse to supply any surveying services to you.
8. Whilst we do all we can to maintain access to our website and online platform/s, it may be necessary for us to suspend all or part of our service for repairs, maintenance, or other good reasons. Whilst we will always endeavour to provide notice, there may be an occasion that this is not possible due to the nature of the work involved.
9. We will communicate with you via email, telephone, fax and mail using the contact details provided in your original enquiry/tender document and/or advised at time of placing your order with us, unless advised otherwise. Email communication will be our main method for covering written communication for contractual purposes under English law.
10. Any communication to be served on either party by the other by 1^st Class Signed for Mail Service, Courier or email with timeline of delivery as:
    1. 1. If sent by 1^st Class Signed for Mail to the correct address – within 72 hours of advertised postal collection.
       2. If sent by courier on the date and time that the courier’s delivery receipt is signed.
       3. If sent by e-mail to the address from which the receiving party has last sent email within 48 hours provided no notice of non-receipt has been received by the sender.

Any Questions or Clarifications Required

If you require any further information or have any questions/require clarification, then please contact us as follows:

Phone:  +44 (0)1243 370 296

Email: [email protected]

Web: www.ired.co.uk and use Live Chat

Mail: Unit 6, The Old Flour Mill, Queen Street, Emsworth PO10 7BT

Appendix 1 – Definitions:

“additional charges” means any amounts due in addition to surveying service fees quoted which may include, but are not limited to, admin charges, additional service charges and any import duties, taxes and customs clearances which may be payable.

“brochure” means any online or hard copy document that is produced by us that provides detailed information on any of our services and products.

“consumer” means an individual acting outside the course of their business as defined by Consumer Legislation.

“contract” means a contract for the purchase of surveying services and or services on our website and/or brochures.

“content” means any content in any form published on our website/online portals or platform, by us or any third party with our consent.

“customer” means anyone who uses our website or purchases any of our services and/or products, either for themselves or on behalf of a company/organisation

‘fee” means the fee payable for the surveying services excluding VAT and any additional charges.

“guarantee” means the written instrument that sets out the terms of an indemnity.

“intellectual property rights” means patents, rights to inventions, copyright and related rights, trademarks, business names and domain names, rights in get up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information – including know how, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world

“order” means an offer by you to purchase products and services including surveys and surveying services in accordance with these Terms & Conditions.

“our” means iRed Limited, iRed Academy or iRed.  Full details of our registered company name and address are at the beginning of the Terms & Conditions.

“our website” means https://ired.co.uk and any future websites managed by us for the promotion of our business.

“requirements” means guidance issued at a national or local level in respect of any epidemic, pandemic or other public health emergency (including the occurrence of any notifiable disease).

“post” means display, exhibit, publish, distribute, transmit and/or disclose information, content and/or other material on to our website/online portals and platforms, and the phrases “posted” and “posting” shall be interpreted accordingly.

“products or services” means any of the products or services (including but not limited to surveys, survey services, training courses and services, consultancy services, product sales, hire and repair services) we offer for sale on our website or brochure, or, if the context requires, products or services we sell to you.

“surveys/surveying services” means remote sensing surveys or services carried out by us (iRed Limited) including but not limited to thermal imaging and multispectral.

“terminate” means, early closure of any contract between us.

“terms or Terms & Conditions” means these Terms and Conditions.

“us” means iRed Limited, iRed Academy or iRed.  Full details of our registered company name and address are at the beginning of the Terms & Conditions.

“we” means iRed Limited, iRed Academy or iRed.  Full details of our registered company name and address are at the beginning of the Terms & Conditions.

“you” means anyone who uses our website or purchases any of our surveys and/or surveying services either directly or indirectly.

Appendix 2 –Cancellation Template Detailing Information Required

In the unfortunate situation where you have to cancel your order, in accordance with these Terms & Conditions you should send an email, Signed for 1^st Class Mail letter or despatch by courier advising us the below information.

iRed Limited
Unit 6
The Old Flour Mill
Queen Street
Emsworth PO10 7BT

I/We * hereby give notice that I/We* cancel my order for the supply of the following surveying services:

*Delete as appropriate.

These Terms & Conditions are the contract between you and iRed Limited (“iRed”, “our”, “us”, “we”) and tell you: who we are; govern how we will provide the Solutions Consultancy Service and/or products to you, including the delivery of the correct products to the right place within the agreed time frame and in good condition unless otherwise agreed in writing; how you and we may change or end the contract; what to do if there is a problem together with other important information including when legal ownership of the products passes from us to you and our liability to you if we fail to meet these standards.

An exception to these Terms & Conditions would be if the laws of the place where arrangements or contracts are either made or carried out, would make it legally impossible to adhere to these Terms & Conditions. If this situation arose, then the local law would take precedence but only where it is at variance with these Terms & Conditions.

You are: Anyone who uses our website or purchases any of the following, but not limited to, products from our online shop, consultancy services, training courses/services and surveying services either directly or indirectly. We will act for you as the person or the company/organisation from whom the instructions to act have originated from. Please note that we are a business-to-business consultancy and product supplier and do not supply consumers as defined under consumer legislation. As a result, any purchase will not afford you any consumer rights.

We ask that you read these Terms & Conditions carefully before submitting your order to us, as they form the contract between you and us, whilst protecting your rights as well as ours.  By visiting or using our website, you agree to be bound by them.  If you do not agree with them, then you should leave our website immediately.

Please see Appendix 1 at the end of this document for a list of all the definitions used within these Terms & Conditions.

Interpretation

In this agreement unless the context otherwise requires:

1. The headings within these Terms & Conditions are for convenience/reference only and do not affect the interpretation of any of the Terms and Conditions of this contract.
2. A reference to a person is a reference to one or more individuals, whether or not formally in partnership, or to a corporation, government body or other association or organisation.
3. These Terms & Conditions apply:
   1. 1. To all supplies of products, product consultancy services, remote sensing survey and training by us to you. They prevail over any terms proposed by you.
      2. You as a buyer or prospective buyer of our products or services and if the context allows, as a visitor to our website and any of our online portals/platforms.
4. Should we fail or neglect to enforce any of the provisions within these Terms & Conditions it will not in any way affect the validity of this contract or prejudice our rights to take subsequent action.
5. In the event that any of these Terms & Conditions or provisions are determined invalid, unlawful or unenforceable, they will be removed whilst all other clauses remain valid.
6. A reference to an act or regulation includes new law of substantially the same intent as that act or regulation.
7. This agreement is made only in the English language. If there is any conflict in meaning between the English language version of this agreement and any version or translation of this agreement in any other language, the English language version shall prevail.

Who We Are & How To Contact Us

Founded in 2002, iRed continues to revolutionise how people and companies carry out inspections.  As the industry-leading experts for remote sensing including but not limited to specialist sensors and drone integration we help to find faults invisible to the naked eye as well as providing the correct product solutions and training for our customers.  We are iRed and iRed Academy trading as iRed Limited, a company registered in England and Wales, with registration number 04260219 and VAT number 787 8683 43.

Our registered address is Unit 6, The Old Flour Mill, Queen Street, Emsworth Hampshire PO10 7BT.

You can contact us via: mail at our registered address above or:

Phone: +44 (0) 1243 370 296

Email: [email protected] or mail via our registered address above.

Product Consultancy Services

We provide a unique product consultancy service including product sales, in addition to our wide range of standard and bespoke remote sensing surveys and trainings for companies and organisations specifically designed to find leaks/items/people that are not visible by the naked eye.

We will act for the person or body from whom the instructions to act have originated (you). No other party is entitled to give instructions, unless so authorised by you as our client.

We will provide product consultancy services including product sales in accordance with:

• your specific requirements including budget.
• your order submitted via our on-line shop.
• our terms of any standard order form and/or standard specification sheet, if applicable.
• any relevant trade custom, usage or practice including UK Government Infectious Diseases Guidelines on epidemic, pandemic or other public health emergency.
• Documents reflecting engagements contracted between you and third parties, or third parties’ documents, such as copies of contracts of sale, letters of credit, bills of lading, etc., are (if received by us) considered to be for information only, and do not extend or restrict the scope of the services or the obligations accepted by us.
• subject to your instructions being accepted by us.

You will:

• ensure that instructions to us together with sufficient information are given in due time to enable the required services/products to be delivered effectively.
• ensure that all necessary measures are taken for safety and security of working conditions including compliance to the UK Government Infectious Diseases Guidelines, sites and installations during the performance of the consultancy services and will not rely, in this respect, on our advice whether required or not.
• take all necessary steps to eliminate or remedy any obstruction to, or interruptions in, the performance of the consultancy services.
• inform us in advance of any known hazards or dangers, actual or potential, associated with any order or samples or testing including, for example, presence or risk of radiation, toxic or noxious or explosive elements or materials, environmental pollution or poisons;
• fully exercise all your rights and discharge all your liabilities under any relevant sales or other contract with a third party, whether or not a report or certificate has been issued by us, failing which we shall be under no obligation to you.  We may delegate the performance of the whole, or any part of the consultancy services contracted for with you to any agent or subcontractor.

You understand and accept:

• that you must pay us the correct price for the product and services in accordance with these Terms and Conditions.

The Products

The products are as described in our quotations, pro-forma invoices, sales documentation and within our online store (where applicable).  The generic sales documentation on our website is intended as a guide only, and we will not be liable for any discrepancies between the products and the sales documentation.

All of product pricing on our online store are inclusive of VAT although exclude packaging, insurance and transport costs and associated VAT.

Please note that we are allowed to change any of our specifications, or any specification that you have supplied, if this is necessary to comply with current or new regulations.

Certain products supplied via our online store may be subject to legislative changes, including but not limited to drones and other unmanned aerial vehicles. If any such legislation comes into effect at any time, we shall not be liable for these products no longer being able to be used for their intended purpose.

If the products have been manufactured at your request or to a specification that you have supplied, you are responsible for the payment of all liabilities, damages, losses and costs that we suffer from of any claim made against us for breach of someone else’s intellectual property rights. This applies even after the expiry of the contract between us including these Terms and Conditions.

Thermal Imaging Cameras

We draw to your attention that thermal imaging cameras are classified as ‘dual use’. A ‘dual use product’ is a controlled product and is subject to strict export regulations.

By purchasing a thermal imaging camera from us, you confirm that you do not intend to and will not export this item outside of the permitted reasons for dual use products as an export licence issued by the UK government is required.  For further information, please consult the UK Government website.

Purchase of Products Procedure

1. When you place an order either via one of our quotations or our website, this is your offer to buy the products from us on these Terms and Conditions, and you must make sure that the order (and any specification that forms part of your order) is correct.
2. Once your order has been processed, we will send you a confirmation email with a receipt of payment (if applicable). This is the commencement of the contractual agreement between us which these Terms and Conditions form part of.
3. These Terms and Conditions are our entire agreement. No previous statements or representations that we have made to you form part of these Terms and Conditions unless they are written into it. This includes samples, drawings, advertising, catalogues and other promotional or descriptive material.
4. By purchasing products and/or making payment via the agreed payment method, you confirm that you have full authority to do so and that you accept personal responsibility for your actions.
5. To assist with your procurement process, you can request a quote via email at [email protected] or by calling +44 (0)1243 370 296
6. Please note that all our quotations provide you with a quotation valid up to date. If that date has expired, then please contact us for an updated quotation.  Please note that a quotation is not an offer to sell you the products.
7. Products that are not in stock with us and must be ordered in specifically for you must be paid for at time of order and are non-refundable, unless we state otherwise in writing.
8. The majority of communications you receive from us will be via email to the email address you provide as part of our product purchase process. By submitting your order, you are in agreement to receive all communication, including contractual information, via email and to adhere to these Terms and Conditions.
9. Should you have a payment query then please contact [email protected] providing full details of your transaction.

Whilst we have the right to change the Terms & Conditions and Privacy Policy, we confirm that your contract with us will be based on those that were published on our website at the time you submitted your order to us, unless any change is required by law, government or regulatory authority.

Delivery of Your Products

We will despatch your products in a timely manner as indicated within our quotation and as reasonably practicable following our confirmation of your order and receipt of cleared funds.  The products will be sent to the address you provided when placing your order, together with the contact name and telephone number you provided during the purchasing process.

Each delivery consignment will contain a delivery note detailing:

• order date
• order reference number
• the type and quantity of products
• any storage instructions (if applicable)

All delivery dates are approximate, and time of delivery is not of the essence. However, we will endeavour to notify you of the exact shipping details in advance once your delivery has been collected from our premises.

Once the products are despatched, we are no longer responsible for any issues with delivery couriers/companies or for any additional shipping charges or taxes.

We are allowed to increase the price, by giving you written notice of an increase up to two days before we despatch the products to take into account any of the following:

• factors beyond our control (examples include tax changes, foreign exchange fluctuations, increases in the costs of labour, manufacturing, and/or materials etc);
• changes in delivery dates, or quantities, types, or specifications of Products that you have asked for;
• delay caused by you, and/or you supplying us with inadequate or inaccurate instructions.

If we fail to deliver the products, our liability will be limited to your costs of obtaining replacements of similar type and quality at the cheapest available price, less the price of the products.

We will not be liable for non-delivery if you give us inadequate delivery or other supply instructions.

We are allowed to deliver the products in instalments. If we do this, each instalment will make up a separate contract with its own invoice and payment arrangements. If an instalment is delayed, you may not cancel other instalments because of the delay.

Product Warranty

It is important to us that you are satisfied with the quality of the products that we have provided to you, therefore where the products are found to be defective, we will endeavour to replace defective products free of charge within the manufacturer’s warranty period if acceptable from the date of delivery, subject to the following conditions;

• you notify us in writing immediately upon the defect becoming apparent;
• the defect being due to faulty design, materials or workmanship;
• given us a reasonable opportunity of examining the products, and
• any products to be repaired or replaced to be returned to us at your expense.

Products that are manufactured and supplied to us by a third party, any warranty granted to us in respect of the products will be passed onto you and that you will not have any other remedy against us.

We are entitled, in our absolute discretion, to refund the price of the defective products in the event that the relevant invoice has already been paid to us in cleared funds.

Additionally, the manufacturer’s warranty does not apply if:

• you continue to use the products after you have given us written notice of a defect;
• the defect has arisen because you have failed to follow any written or oral instructions on the use, storage, installation, or maintenance of the product/s;
• the defect arises because we followed your instructions, specifications, drawing or design;
• you altered or repaired the products without previously obtaining our written consent;
• the defect is a result of fair wear and tear, negligence, abnormal storage or working conditions, or wilful damage;
• changes have been made to the products to comply with applicable regulations

For the purpose of any claim by you, the time of delivery is not an essence. All times / dates quoted are approximate and may vary. We will not accept any claim for any loss or damage, or any consequential loss or damage arising from delayed dispatch or delivery.

All warranties are non-transferable; the warranty is only available to you as the original purchaser of the unit from us.

Please note that Sections 13-15 of the Sale of Goods Act 1979 are excluded to the extent that the law permits.

In respect of international orders of products or product services (which, for the avoidance of doubt, includes any order to be delivered outside the United Kingdom), we will assist with warranty claims. However, it is important that you acknowledge that the warranty may be locked in to the particular region in which you are located, and you may be required to work with a local repair centre in order to remedy the defect in the products.

Ownership, Risk and Delivery of Products

We draw to your attention that the risk in the products passes with delivery which means that we are responsible for any damage to the product before they are collected by you or we hand the products to an independent carrier.  For the avoidance of doubt, the risk passes to you, at the point of handover to you or an independent carrier.  This means if the products are damaged or lost on the journey, you will need to claim the loss back from the carrier whilst paying us in accordance with our agreed terms.

We therefore recommend that you have insurance for these products from the time that they are despatched to you.

Until such time as you own the products you will keep them separate from any other products you may own or have in your possession so that they can be readily identified as belonging to us. You will also ensure that they are properly stored, protected and insured (ensuring that our interest in the products is noted on the policy).  If you receive any insurance money for the products, you must hold it for us separately and not mix it with any other money.

Additionally, you should not remove or obscure any identifying mark or packaging and provide us with any information about the products that we ask for until such time as you are the legal owner.

Retention of Title of Products

We draw to your attention that we will remain the legal owner of the products until we are in receipt of cleared funds in our bank account, even if we have agreed a credit period as per our quotation and invoice.  It is therefore important that you pay for them on or before the due date.

Should we not receive payment on or before the due date, or if we believe that you are in financial difficulties including any insolvency proceedings commenced against you, we have the right to:

• collect our products from your premises.
• enter your premises to take back the products.
• take back and resell the products

Please note that you will not be the owner of the products until you have paid ‘all monies’ owed to us. This means that if we have sold the products in batches/instalments/deliveries, each batch/instalment/delivery will belong to us until you have paid for the recent batch/instalment/delivery and that all the products previously delivered. If you fail to pay us, we will take back enough of our products from any of the previous batches/instalments/deliveries to pay the amount outstanding.

Purchase of Product Consultancy

We undertake to provide product consultancy services in accordance with these Terms and Conditions and accordingly all offers or tenders of service and all resulting contracts, agreements or other arrangements will in all respects be governed by these Terms and Conditions, unless otherwise specifically agreed in writing.

Please note that our quotations are valid up to the date clearly stated on each quotation or tender document.  In the event that our quotation period has expired, please contact us to enable a current quotation to be sent to you.

When you place an order via one of our quotations, this is your offer to buy the product consultancy services from us on these Terms and Conditions, and you must make sure that the order (and any specification that forms part of your order) is correct.

Once your order has been processed, we will send you a confirmation email with a receipt of payment (if applicable).  This is the commencement of the contractual agreement between us which these Terms and Conditions form part of.

These Terms and Conditions are our entire agreement. No previous statements or representations that we have made to you form part of these Terms and Conditions unless they are written into it. This includes samples, drawings, advertising, catalogues and other promotional or descriptive material.

By purchasing our consultancy service and/or making payment via any payment method, you confirm that you have full authority to do so and that you accept personal responsibility for your actions.

The majority of communications you will receive from us will be via email to the email address you provide as part of our purchase process. By submitting your order, you are in agreement to receive all communication, including contractual information, via email and to adhere to these Terms and Conditions.

Should you have a payment query then please contact [email protected] providing full details of your transaction.

Whilst we have the right to change the Terms & Conditions and Privacy Policy, we confirm that your contract with us will be based on those that were published on our website at the time you submitted your order to us, unless any change is required by law, government or regulatory authority.

Delivery of Your Product Consultancy Services Project

We will agree with you and document project outputs and timescales during our quotation process and reconfirm these at the time of order confirmation to ensure that both you and us are fully aware of the timescales involved in the project.

Occasionally aspects of our consultancy services work may have to be postponed or cancelled for a number of reasons, including but not limit to: weather, government guidelines, accidents or illness therefore we reserve the right to reschedule this aspect of the project without liability.

We assure you that we will endeavour to avoid this happening, but we ask that you please bear this in mind when making any travel and accommodation arrangements on our behalf or for any of your colleagues who needs to be present whilst this work is carried out.  We are not responsible for any costs incurred for travel or accommodation.

In the event of a postponement or cancellation, we will endeavour to provide you with at least 3 days notification and confirm that you will be offered the opportunity to join us on rescheduled dates.

If we are unable to perform all, or part of the services because of lack of access or availability of your equipment, facilities, items etc., or undue postponement or delay, we shall be entitled to a delay charge and reimbursement of any non-refundable expense incurred by us.

If we are prevented by reason of any cause whatsoever outside of our control from performing or completing any aspect of this product consultancy service project for which an order has been given or an agreement made, you shall pay to us:

• the amount of all abortive expenditure actually made or incurred.
• a proportion of the agreed fee equal to the proportion (if any) of the services actually carried out.
• We shall be relieved of all responsibility whatsoever for the partial or total non-performance of the required services.

Cancellation Policy

If you find yourself in the unfortunate position where you need to cancel your order for either Products or Product Consultancy our cancellation policy will apply as detailed below:

*For Product Consultancy Projects requiring dedicated background research there will be a higher cancellation charge which will be identified within our specific quotation.

It is important that you notify us of your intention to cancel providing all the details as per Appendix 2 and via one of the three communication methods detailed within Other Matters of these Terms & Conditions. Once we receive your intention to cancel, our cancellation process will commence and you will be advised by email of the total cancellation charges that you will incur.

We provide protection to consumers by ensuring that our policies and processes strictly adhere to the following regulations and act. For the purpose of these Terms & Conditions and Consumer Protection Legislation, a consumer is defined as ‘an individual acting for purposes that are wholly or mainly outside that individual’s trade, business, craft or profession’ as defined in:

• Consumer Protection (Distance Selling) Regulations 2000.
  Where a Contract with a Consumer is concluded on a distance selling basis.
• Consumer Rights Act 2015.
  Covering consumer rights on contracts for goods, services and digital content.

Settlement Terms

The prices and fees quoted on all estimates, proforma invoices and invoices exclude VAT which will be charged on all transactions at the prevailing rate.

Whilst the majority of our product transactions are payment with order, credit facilities may be available to you provided that you have fulfilled our Credit Account Process including producing references which in our opinion are satisfactory, you are committed to pay, not later than 30 days after the relevant invoice date or within such other period as may have been agreed in writing by us. All charges rendered by us failing which interest will become due at the rate of 3-month LIBOR + 2% per annum from the date of   until payment. In all other cases payment shall be in advance.

You are not entitled to withhold payment of any product/product service invoice or other amount due to us under any right of set-off or counterclaim which you or allege to have for any reason.

You are not entitled to withhold any payment due to us for Product Services Consultancy, unless you are doing so because of a dispute in which case you may only withhold the amount that is in dispute.

In the event of any suspension of payment, arrangement with creditors, bankruptcy, insolvency, receivership or cessation of business by you, we shall be entitled to suspend or, at our option, terminate all further services forthwith and without liability.

Confidentiality

Your data will be held securely, treated confidentially where you have specified and will not be disclosed to external parties, except when the information is already known to us or already exists in the public domain other than as required for the purposes described above. This may include sharing your information with any third parties working with us on this particular project.

None of the parties shall disclose to any person or use for any purpose any confidential information of the other as a result of entering into an agreement between us. This restriction shall continue to apply after the expiration or termination of our agreement without limit of time. These obligations shall cease to apply to knowledge or information which may properly come into the public domain (through no fault of the party concerned) or is required by law to be disclosed upon production.

Personal Data

We will process the personal data information received by you or otherwise that we hold about you in accordance with these Terms & Conditions, together with our Privacy Policy and strictly in accordance with the provisions of the Data Protection Act 2018 (DPA2018) and the UK General Data Protection Regulations (UK GDPR).  You consent to the use by iRed of such information held accordingly.

We will use such information including but not limited to:

• Perform our obligations and enforce our rights under these Terms & Conditions.
• Inform you of survey feedback and reports.
• External credit reference agencies, where the information relates to an individual acting as a business (g., sole trader). Any searches will be recorded by the external agency.
• Contact you infrequently by email, telephone or mail to inform you about other services which may be of interest to you in accordance with your instructions and in compliance with GDPR (UK General Data Protection Regulation).
• Share your information with its agents and service providers for these purposes and
• As set out in further detail in our Privacy

We will not sell, rent or distribute your personal information to third parties, unless required to do so by law.

As an individual, you have a right under the Data Protection Act 2018 to obtain information from us, including a description of the data we hold on you. Please note that there is a charge per access request as per our IT Policy. Should you have any queries concerning this right, please contact us by writing to: iRed Limited, Unit 6, The Old Flour Mill, Queens Street, Emsworth, Hampshire PO10 7BT.

By accepting our Terms & Conditions you authorise us to publish your feedback, comments and ratings as posted on any review sites including, but not limited to, Google customer reviews and Trustpilot.  This is done in the context of testimonials and/or reviews.

You understand that should you provide information or personal data relating to a third party on any of our online portals/platforms including our website, you are personally responsible.  Should this constitute any form of breach of either the third party’s rights/our online presence or of any laws, you will be liable for any legal recourse, relating to any law, which may arise from this breach. We cannot take responsibility for the accuracy or legitimacy of any information provided to us by any user of these sites.

Removal of Offensive Content

This section applies to anyone who visits or uses our website and/other online portals/platforms.  Whilst we are not under any obligation to monitor or record the activity of visitor/user utilising our website and/or online portals/platforms, equally we do not take responsibility to monitor or police any internet-related activities, however we may do so without giving notice and/or a reason.

In the unfortunate situation that a person is offended by any content, either written by us or another person, then the following procedure applies:

• Any complaint must be submitted to us at [email protected] and should include all information relevant to the complaint, together with name and contact details of the person/organisation submitting the complaint.
• We will commence our investigations and if appropriate, report our initial findings to the relevant competent authority. If that is not required, then we will continue to investigate internally and we alone will then decide:
  • If the claim or complaint is justified and we agree with your judgement, we shall remove the offending content as soon as we are reasonably able to do so.
  • The decision on whether or not to remove content from our website and/or training platform is solely ours, unless it contravenes any laws or official regulations.
• We reserve the right to re-instate the content about which you have complained if it was removed but becomes necessary to re-instate.
• In respect of any complaint made by you or any person on your behalf, whether correctly reported or not, you now irrevocably grant to us a licence to publish the complaint and all ensuing correspondence and communication, without any limitations.
• You agree that if any complaint is made by you frivolously or vexatiously, you will repay us the cost of our investigation including any legal fees.

Should we see any offensive content by any visitors or users of our online platforms, even without receiving a third-party complaint, we will investigate in accordance with the above complaints procedure and remove the offending material accordingly.  As per these Terms & Conditions the writer of the offending material will repay us the cost of the investigation, including any legal fees if applicable.

Duration and Termination

The contract between us commences on the date you receive our confirmation notification of acceptance of your purchase order/order for one of our quotations and will end once the order has been completed and we are in receipt of cleared funds. However, if we are providing product consultancy by a series of project dates and/or instalment shipments of etc., then the contract will continue for the period defined within our order confirmation.

Either we or you have the right to terminate this agreement immediately if the other:

1. fails to comply with its obligations under this agreement with 7 days of a written request to comply or
2. is declared bankrupt, or is unable to pay their debts when they are due or where that other is a company, becomes insolvent within the meaning in the Companies Act 2006.

Intellectual Property

Where any products supplied by us embody, include or contain computer program(s) and/or related documentation the copyright in which is owned by a third party, all rights and liabilities associated with the use and/or reproduction thereof will be subject to the terms of the applicable end user licence, to the exclusion of all liabilities and obligations on our part.

You will indemnify us against all liabilities for infringement of third-party intellectual property rights arising from our compliance with your specific requirements regarding design or specification for the products or arising from the use of the products in combination with other products.

In the event that all the products or the use thereof (subject as aforesaid) are held to constitute an infringement of any intellectual property rights and the use is thereby prevented, we shall be under no liability to you for any loss, damage or enquiry, whether direct or indirect, resulting from any intellectual property right infringement of the products.

All Intellectual Property Rights relating to our product consultancy, surveying, training, hire and repair services plus sales of products and our website, including, but not limited to copyright of the content, whether written or not, remain in our ownership.  All copyright and distribution rights are reserved by us at our sole discretion except where these rights are explicitly stated in writing to have been waived or where the contract between you and us explicitly provides or where the material is so endorsed by us.

For the avoidance of doubt, irrespective of payments received from you, all rights of ownership to all surveying materials prepared by us, whether written or not, remain our property.

Our website content is protected by copyright and is intended to inform you of the wide range of services that we offer as a company, including but not limited to surveys, consultancy services, training services including courses and hire/repair services.  The website provides you with up-to-date information on all our services thereby enabling you to explore and ascertain the various options available prior to speaking with one of our team members.  The content on our website is intended only for you to review and assist in your decision making and any deviation from this must be agreed in advance.

1. Except as set out below, you may not copy, modify, publish, broadcast, transmit, transfer or sell, reproduce, create derivative works from distribute, perform, display or in any way exploit any of the content of any of the surveys, consultancy services, training services, products and course or study materials, in whole or in part. However, you may:
   1. Retrieve and display the purchased service/s including but not limited to product consultancy outputs from us on your computer screen; and
   2. Print copies of the product service consultancy report and findings and/or other services purchased, for your or your client’s use only; and
   3. Store the product consultancy findings and/or report and associated documents in electronic form for your or your client’s use only.
2. We however grant the right, without prejudice to our position under the previous paragraph, to enable you to copy freely any material provided by us as part of the consultancy work wholly commissioned by you, provided that distribution of these copies is exclusively within your own or your client’s organisation.
3. Additionally, should the consultancy material relate to a third party for whom you are working on behalf of, we further grant the right, without prejudice to our position under the previous paragraphs, for you to copy freely any material provided by us as part of work wholly commissioned by you, provided that distribution of these copies is exclusively within your own particular organisation and the third party’s organisation to which the consultancy material relates.
4. You may not use our name or logos or trademarks or any other content on any website of yours or that of any other person, without our express written permission.

All rights, title and interest in intellectual property rights relating to any of the services provided by us including copyright, patents, trademarks, trade secrets, improvements, developments property information, know how, processes, methods business plans or models, including computer software and preparatory and design material therefore and all other intellectual property created and developed by us (whether registered or not) time to time shall exclusively be owned by us.  Whilst you may utilise the intellectual property, you understand that the ownership remains with us.

Nothing that you see or read in our consultancy reports, online platforms/portals, training course and/or study materials; training platform/s or our website, may be copied, reproduced, modified, distributed, transmitted, republished, displayed or performed for commercial use.

All other trademarks, service marks and trade names in our consultancy reports, online portals/, training course and/or study materials; training platform/s or our website, are the marks of the respective owners and no unauthorised use is allowed.

As part of our consultancy service, you grant us and assign the irrevocable and unrestricted right to use and publish consultancy project images, for editorial, trade, advertising and any other purpose and in any manner and medium, to alter the same without restriction, and to copyright the same.  This clause hereby releases us and our legal representatives from all claims and liability relating to said consultancy images.

Events Outside of Our Control

For the purpose of these Terms & Conditions, a force majeure event means an event beyond our reasonable control, including but not limited to: acts of God; accident; breakdown of plant or machinery; confiscation of any other occurrences (whether or not of a similar nature to those specified); delays in delivery or material by suppliers; failure of a utility service including network provider transport network failure; fire, flood, drought, storm, earthquake or other natural disaster; malicious damage; nuclear, chemical or biological contamination sonic boom; prohibition of export or import; theft; embargo; government actions & regulations; hostilities; armed conflict;); war, riot, civil commotion (whether war be declared or not); revolution; terrorist attack; terrorist activity; strikes of labour, lockouts or other industrial disputes (whether involving our workforce or any other party) and sanctions.

For the loss or damage caused to either the supply of products and/or product consultancy services indirectly caused by force majeure:

1. We will take all reasonable steps to avoid or minimise the effect of the force majeure event on the supply of products and or services to you.
2. We will contact you in writing as soon as reasonably possible to reschedule any product/project delivery dates or if we deem appropriate offer a refund if we are unable to provide the product/ services to you within a reasonable timeframe.
3. No consequences of any such event shall give rise to the cancellation of the contract, unless in our opinion the contract becomes incapable of being fulfilled.
4. If the force majeure event prevents us from providing any products and/or consultancy service, we have the right to terminate these Terms & Conditions immediately by providing you with written notice.
5. We will not be liable to you as a result of any delay or failure to perform our obligations under the Terms & Conditions as a result of a force majeure event.

Limitation of Liability & Indemnification

We undertake to exercise due care and skill in the performance of the supply of products and product consultancy services and will only accept responsibility in cases of proven negligence.

Our liability in respect of any claim for loss, damage or expense of whatsoever nature and howsoever arising shall in no circumstances exceed a total aggregate sum equal to the amount of the fee payable in respect of the specific products or product consultancy service required which gives rise to such claim, provided, however, that we shall have no liability for any indirect, special or consequential loss (including loss of profits).

We shall be discharged from all liability for all claims for loss, damage or expense unless a legal filing of complaint is brought within one year after the date of the performance by us of the specific product service consultancy which gives rise to the claim or in the event of any alleged non-performance within one year of the date when such product service consultancy should have been completed.

We are neither an insurer nor a guarantor and disclaims all liability in such capacity. If you are  seeking a guarantee against loss or damage, then you should obtain appropriate insurance.

You shall guarantee, hold harmless and indemnify us and our officers, employees, agents or subcontractors against all claims made by any third party for loss, damage or expense of whatsoever nature, including reasonable legal expenses and howsoever arising relating to the performance, purported performance or non-performance, of any services to the extent that the aggregate of any such claims relating to any one service exceed the limit mentioned above.

Additionally, you acknowledge that we do not, either by entering into a contract or by performing services, assume, abridge, abrogate or undertake to discharge any duty of your own to any other person.

If any of our product service consultancy elements cause damage to any of your devices or digital content belonging to you and is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation.  However, we will not be liable for damage which you could have avoided by following; our advice; following installation/download instructions; or having in place the minimum system requirements as advised by us.

Our liability to you for any damage to your property/assets and intellect is limited to the amount you have paid for the product services consultancy.  In no event shall we be liable for damages in excess of this sum. You acknowledge that the fee/fees you have agreed to pay for the product services consultancy we provide to you reflect the level of liability we have agreed to accept and that if our liability was to be increased the fee/fees will also have to increase.

You are to indemnify us for any loss or expenses caused as a result of providing inaccurate information to us, mistakes contained within your order or personal injury or death caused by you or your colleagues by not following our surveyor’s guidelines correctly.

Bribery and Corruption

It is agreed that both you and we agree that:

1. neither of us nor any party acting on behalf of either of us has offered, given, requested or accepted any undue financial or other advantage of any kind in any way connected with the entering of this agreement for surveying services; and
2. you and we shall each comply with all applicable legislation relating to bribery and corruption in connection with this agreement including ensuring:
   1. in your case that your employees and representatives shall not; and
   2. in our case that our employees and representatives shall not directly or indirectly offer, give, request or accept any undue financial or other advantage of any kind.

Any failure by either of us to comply with this paragraph shall entitle the other to terminate this agreement by giving written notice.

Governing Law and Jurisdiction

These Terms & Conditions, and any dispute or claim arising out of, or in connection with, it or its subject matter or formation – including non-contractual disputes and/or claims – shall be governed by, and construed in accordance with the Laws of England and Wales.

Other Matters

1. No agent of either party has authority to make oral representations either prior to or after placing an order and you have not relied upon any oral representations in placing an order, nor has any agent of either party authority to vary or modify these Terms & Conditions which may only be varied or modified in writing by us.
2. In the event of any conflict between any term of this agreement and the provisions of the articles of a limited company or any comparable document intended to govern any other corporate or collective body, then the terms of this agreement shall prevail.
3. Unless otherwise agreed in writing and signed by us, no exceptions or variations to these Terms & Conditions are permitted.
4. If you become aware of any breach or fraud of any term of this agreement by any person, please write to us at [email protected] and provide us with all details relating to the breach or fraud. We welcome your input but do not guarantee to agree with your judgement.  Please note that nothing in this agreement excludes liability for fraud by any person.
5. This paragraph (or any other paragraph) which excludes or restricts our liability, applies to our directors, officers, employees, subcontractors, agents, partners and affiliated companies who may enforce this provision under the Contracts (Rights of Third Parties) Act 1999.
6. Any overpayments, credits or refunds due to changes within the survey services will be finalised as soon as reasonably practical.
7. You understand, and confirm your acceptance, that we operate a zero-tolerance policy in relation to impropriate behaviour, especially abusive or violent behaviour to any of our team members, along with unfair or dishonest practice. If there was an occasion where we discovered you were not abiding by our zero-tolerance policy, then we may, with reasonable discretion and without liability or an obligation to refund any fees, refuse to supply any consultancy services to you.
8. Whilst we do all we can to maintain access to our website and online platform/s or portals, it may be necessary for us to suspend all or part of our service for repairs, maintenance, or other good reasons. Whilst we will always endeavour to provide notice, there may be an occasion that this is not possible due to the nature of the work involved.
9. We will communicate with you via email, telephone, fax and mail using the contact details provided in your original enquiry/tender document and/or advised at time of placing your order with us, unless advised otherwise. Email communication will be our main method for covering written communication for contractual purposes under English law.
10. It is your responsibility to ensure that any drones purchased from us will be used in accordance with applicable law and regulation. We will not be liable to you or any third party for your breach of this clause.
11. Any dispute shall not affect the parties’ ongoing obligations under these Terms and Conditions.
12. We are allowed to assign, transfer, charge or sub-contract our rights and obligations under these Terms and Conditions, but you may not do any of these things unless we have previously agreed in writing that you can.
13. Any delay in exercising a right under these Terms and Conditions will not take away that right or any other right.
14. Any communication to be served on either party by the other by 1^st Class Signed for Mail Service, Courier or email with timeline of delivery as:
    1. 1. If sent by 1^st Class Signed for Mail to the correct address – within 72 hours of advertised postal collection.
       2. If sent by courier on the date and time that the courier’s delivery receipt is signed.
       3. If sent by e-mail to the address from which the receiving party has last sent email within 48 hours provided no notice of non-receipt has been received by the sender.

How to Contact Us

To enable us to help you with your business by providing a unique and bespoke consultancy and products service to assist you to locate leaks/assets/people etc that are invisible to the naked eye, please contact us: by using one of the following methods of communication:

Phone: +44 (0)1243 370 296

Email: [email protected]

Web: www.ired.co.uk and use Live Chat

Mail: Unit 6

The Old Flour Mill

Queen Street

Emsworth

Hampshire  PO10 7BT

Appendix 1 – Definitions:

“additional charges” means any amounts due in addition to products or product consultancy service fees quoted which may include, but are not limited to, admin charges, additional service charges and any import duties, taxes and customs clearances which may be payable.

“brochure” means any online or hard copy document that is produced by us that provides d information on the products/product consultancy services offered.

“client” means anyone who uses our website or purchases any of our services and/or products, either for themselves or on behalf of their or a third-party company/organisation.

“consumer” means an individual purchasing for their own personal use mainly outside their trade, business, craft or profession as defined by Consumer Legislation.

“contract” means a contract for the purchase of product services and/or product consultancy service and or services on our website and/or brochures.

“content” means any content in any form published on our website by us or any third party with our consent.

‘fee” means the fee payable for the products and product consultancy services including any VAT payable but excluding any additional charges.

“guarantee” means the written instrument that sets out the terms of an indemnity.

“intellectual property rights” means patents, rights to inventions, copyright and related rights, trademarks, business names and domain names, rights in get up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information – including know how, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world

“order” means an offer by you to purchase products and services including surveys and surveying services in accordance with these Terms & Conditions.

“our” means iRed Limited, iRed Academy or iRed.  Full details of our registered company name and address are at the beginning of the Terms & Conditions.

“our website” means https://ired.co.uk and any future websites managed by us for the promotion of our business.

“requirements” means guidance issued at a national or local level in respect of any epidemic, pandemic or other public health emergency (including the occurrence of any notifiable disease).

“post” means display, exhibit, publish, distribute, transmit and/or disclose information, content and/or other material on to our website, and the phrases “posted” and “posting” shall be interpreted accordingly.

“products or services” means any of the products or services (including but not limited to product sales, product consultancy services, training courses and services, surveys, hire and repair services) we offer for sale on our website or brochure, or, if the context requires, products or services we sell to you.

“purchaser” means the business, person or organisation requesting information or placing the order.

“terminate” means, early closure of any contract between us.

“terms or Terms & Conditions” means these Terms and Conditions.

“us” means iRed Limited, iRed Academy or iRed.  Full details of our registered company name and address are at the beginning of the Terms & Conditions.

“we” means iRed Limited, iRed Academy or iRed.  Full details of our registered company name and address are at the beginning of the Terms & Conditions.

“working day” means 09:00 to 17:00 Monday to Friday excluding Bank and Public Holidays.

“you” means anyone who uses our website or purchases any of our products, including surveys and/or surveying services either directly or indirectly.

These Terms & Conditions together with the Equipment Hire Agreement including any other documents expressly incorporated within, are the contract between you and iRed Limited (“iRed”, “our”, “us”, “we”) and tell you: who we are; govern how we will provide the equipment hiring service to you, including the delivery of the correct equipment to the right place within the agreed time frame and in good condition unless otherwise agreed in writing; how you and we may change or end the contract; what to do if there is a problem together with other important information and our liability to you if we fail to meet these standards.

An exception to these Terms & Conditions would be if the laws of the place where arrangements or contracts are either made or carried out, would make it legally impossible to adhere to these Terms & Conditions. If this situation arose, then the local law would take precedence but only where it is at variance with these Terms & Conditions.

You are: Anyone who uses our website or purchases any of the following, but not limited to, hiring of equipment, purchases products from our online shop, product consultancy services, training courses/services and surveying services either directly or indirectly. We will act for you as the person or the company/organisation from whom the instructions to act have originated from.

Please note that we are a business-to-business hiring of equipment, product supplier/consultancy and do not supply consumers as defined under consumer legislation. As a result, any purchase will not afford you any consumer rights.

We ask that you read these Terms & Conditions carefully before submitting your order to us, as they form the contract between you and us, whilst protecting your rights as well as ours.  By visiting or using our website, you agree to be bound by them.  If you do not agree with them, then you should leave our website immediately.

Please see Appendix 1 at the end of this document for a list of all the definitions used within these Terms & Conditions.

Interpretation

In this agreement unless the context otherwise requires:

1. The headings within these Terms & Conditions are for convenience/reference only and do not affect the interpretation of any of the Terms and Conditions of this contract.
2. A reference to a person is a reference to one or more individuals, whether or not formally in partnership, or to a corporation, government body or other association or organisation.
3. These Terms & Conditions apply:
   1. 1. To all supplies of products including equipment hire, product consultancy services, remote sensing survey and training by us to you. They prevail over any terms proposed by you.
      2. You as a buyer or prospective buyer of our products or services and if the context allows, as a visitor to our website and any of our online portals/platforms.
4. Should we fail or neglect to enforce any of the provisions within these Terms & Conditions it will not in any way affect the validity of this contract or prejudice our rights to take subsequent action.
5. In the event that any of these Terms & Conditions or provisions are determined invalid, unlawful or unenforceable, they will be removed whilst all other clauses remain valid.
6. A reference to an act or regulation includes new law of substantially the same intent as that act or regulation.
7. This agreement is made only in the English language. If there is any conflict in meaning between the English language version of this agreement and any version or translation of this agreement in any other language, the English language version shall prevail.

Who We Are & How To Contact Us

Founded in 2002, iRed continues to revolutionise how people and companies carry out inspections.  As the industry-leading experts for remote sensing including but not limited to specialist sensors and drone integration we help to find faults invisible to the naked eye as well as providing the correct product solutions and training for our customers.  We are iRed and iRed Academy trading as iRed Limited, a company registered in England and Wales, with registration number 04260219 and VAT number 787 8683 43.

Our registered address is Unit 6, The Old Flour Mill, Queen Street, Emsworth Hampshire PO10 7BT.

You can contact us via: mail at our registered address above or:

Phone: +44 (0) 1243 370 296

Email: [email protected] or mail via our registered address above.

Equipment Hire Service

We provide a unique equipment hire service alongside product sales, in addition to our wide range of standard and bespoke remote sensing surveys and trainings for companies and organisations specifically designed to find leaks/items/people that are not visible by the naked eye.

We will act for the person or body from whom the instructions to act have originated (you). No other party is entitled to give instructions, unless so authorised by you..

We will provide the equipment hire service in accordance with:

• your specific requirements including budget.
• your order submitted with our equipment hire agreement form.
• our terms of any standard order form and/or standard specification sheet, if applicable.
• any relevant trade custom, usage or practice including UK Government Infectious Diseases Guidelines on epidemic, pandemic or other public health emergency.
• Documents reflecting engagements contracted between you and third parties, or third parties’ documents, such as copies of contracts of sale, letters of credit, bills of lading, etc., are (if received by us) considered to be for information only, and do not extend or restrict the scope of the services or the obligations accepted by us.
• subject to your instructions being accepted by us.
• Ensuring upon your collection or delivery of, all of our equipment will be in good working order, in good condition, of merchantable quality and fit for the purposes it is ordinarily used.

You will ensure that:

• your requirements and instructions are given to us with sufficient information and are given in due time to enable the required equipment hire service to be delivered effectively.
• all necessary measures are taken for safety and security of working conditions including compliance to the UK Government Infectious Diseases Guidelines, sites and installations during the performance of the consultancy services and will not rely, in this respect, on our advice whether required or not.
• you will take all the necessary steps to eliminate or remedy any obstruction to, or interruptions in, the performance of the hire equipment services.
• you will inform us in advance of any known hazards or dangers, actual or potential, associated with any order or samples or testing including, for example, presence or risk of radiation, toxic or noxious or explosive elements or materials, environmental pollution or poisons;

You understand and accept:

• that you must pay us the correct price for the hiring of the equipment and associated services in accordance with these Terms and Conditions.
• All our equipment hiring pricing excludes delivery packaging, insurance, delivery charges and VAT.

Equipment Hire Process

1. The equipment offered to you for hire, will be as described in our quotations, pro-forma invoices, sales documentation and within our online store (where applicable). The generic sales documentation on our website is intended as a guide only, and we will not be liable for any discrepancies between the products and the sales documentation.
2. When you place an order either via one of our quotations or a completed equipment hire agreement form, this is your offer to hire the equipment from us on these Terms and Conditions, and you must make sure that the order (and any specification that forms part of your order) is correct.
3. Once your order has been processed, we will send you a confirmation email with a receipt of payment (if applicable). This is the commencement of the contractual agreement between us which these Terms and Conditions form part of.
4. These Terms and Conditions are our entire agreement. No previous statements or representations that we have made to you form part of these Terms and Conditions unless they are written into it. This includes samples, drawings, advertising, catalogues and other promotional or descriptive material.
5. By signing our hire agreement and/or making payment via an agreed payment method, you confirm that you have full authority to do so and that you accept personal responsibility for your actions.
6. To assist with your procurement process, you can request a quote via email at [email protected] or by calling +44 (0)1243 370 296
7. Please note that all our quotations provide you with a quotation valid up to date. If that date has expired, then please contact us for an updated quotation.  Please note that a quotation is not an offer to sell you the products
8. The majority of communications you receive from us will be via email to the email address you provide as part of our equipment hire process. By submitting your order, you are in agreement to receive all communication, including contractual information, via email and to adhere to these Terms and Conditions.
9. If you wish to extend the hire term you may do so at any time prior to the end of the hire term for up to 30 days after the original equipment hire agreement end date, subject to our written agreement. Whilst we will endeavour to approve requests for extensions of hire, we cannot guarantee the availability of the equipment to you beyond the end of the original equipment hire agreement due to prior reservations/equipment hire agreements held by us.
10. We reserve the right to recall the equipment immediately at any time. In the event that we exercise this right you will be reimbursed for any and all days/weeks/months remaining in the equipment hire agreement or will be issued immediately with replacement equipment of the same type or of the closest type at no additional cost. If the equipment is not returned to us on request, you will be deemed to have authorised us to enter your premises and use any means necessary to recover the equipment and you will charged for any costs associated with such recovery.
11. Should you have a payment query then please contact [email protected] providing full details of your transaction.

It is important that you together with us, acknowledges that in entering into the equipment hire agreement, neither gives any warranty or relies on any representation, warranty or other provision except as expressly provided in the documents comprising the equipment hire agreement.

Whilst we have the right to change the Terms & Conditions and Privacy Policy, we confirm that your contract with us will be based on those that were published on our website at the time you submitted your order to us, unless any change is required by law, government or regulatory authority.

Pricing, Fees and Payment

We reserve the right to amend the prices at any time and without prior notice.

Our hire fees are determined by the length of the period of hire, the type and quantity of equipment, our current hire pricing and any additional items which may be required/requested and will be listed within our quotation and equipment hire agreement.

Unless otherwise stated, all fees and charges are in pounds sterling and exclusive of any applicable VAT.

Payment is to be made by BACS or debit/credit card as per the information on our proforma invoice and in accordance with the agreed payment terms.

Damage Deposit

You may be required to pay a refundable Deposit to us prior to the commencement hire date and the delivery of the equipment.  The amount of this deposit will be set out in our quotation/s, proforma invoice/s and our equipment hire agreement.

At the end of the hire period, we will carry out a full inspection of the equipment upon its return by you. If the equipment requires routine cleaning or maintenance which is the result of normal wear and tear then you will receive the deposit back in full. In the event that additional cleaning or maintenance is required, we will retain the deposit in full or in part as appropriate and will provide you with the reasons for retention of the deposit in writing, including all relevant calculations and pricing information.

Equipment Restrictions

You will use the equipment in a good and careful manner, respecting the equipment and complying with our standard restrictions requiring you to:

• Use the equipment carefully and for its intended purpose.
• Comply with all manufacturer operation/safety instructions and/or similar documentation including but not limited to manufacturers requirements/recommendations or similar documentation provided.
• Comply with all applicable laws.
• Not alter/modify or attach anything to the equipment without our prior written permission.

Use and Care of the Equipment

Certain items of the hired equipment may require specialist training, qualification and/or legal permissions prior to use. You must ensure that such training, qualification and/or legal permission/s are in place for those under its authority that will use the equipment during the hire term.

It is essential that you must ensure that:

• no alterations or adjustments to the equipment beyond those that are already possible within the range of adjustments specific to a given item;
• you only affix or connect other items to the equipment where such affixation does not exceed the design limitations of the equipment and is not likely to damage it in any way;
• you will treat the equipment with a reasonable level of care and ensure that it is kept clean, subject always to reasonable levels of wear and tear;
• all equipment which uses consumables such as batteries, fuel cells or storage cards of whatever nature must only be used with official consumables (that is, those produced or recommended by the manufacturer) or such other products as provided by, or authorised by, us;
• all electrical equipment must only be used with the voltage specific to that piece of Equipment;
• LiPo batteries are carefully handled, used and charged/discharged in accordance with manufacturer instructions. They will be tested prior to delivery and checked again on return from hire. Any damage or evidence of incorrect use will result in you being charged for replacements;
• the equipment is kept and operated in a suitable environment, and that you will obtain our prior written consent if the equipment or any part thereof is to be removed from the UK or used in a hazardous environment. For the avoidance of doubt, whilst the equipment is on hire to you, in no circumstances are you to take the equipment to a country advised by the UK Government Foreign Office as being not suitable for any travel or any non-essential travel (as published on the UK Government Foreign Travel advice website.)

Maintenance and Repair of Equipment

You will, at your own expense, keep the equipment in good repair, appearance and condition, normal and reasonable wear excepted.  You will maintain the hired equipment to the standards specified by the relevant manufacturers and will supply all parts that are necessary to keep the equipment in good repair, appearance and condition, normal wear and tear excepted.

Only official parts (that is, those produced or recommended by the manufacturer of that particular piece of equipment) are to be used for maintenance and repair work. All equipment will be fully inspected, cleaned and (where necessary) maintained prior to each equipment hire agreement.

You should not attempt to make any repairs to the equipment without obtaining our prior written consent. When you contact us regarding a potential repair, we have option of replacing the equipment, repairing the equipment in house or granting you permission to make the necessary repairs. The cost of such replacement or repairs is the responsibility of either you or us, depending on the reasons for the replacement or repairs following our investigations and determined by us.

If parts require replacement during the hire contract, we have the option of supplying such parts to you or supplying replacement equipment or a suitable substitute (that is, equipment capable of performing the same tasks as that which it replaces). These parts and/or substitutes provided will be replaced free of charge by us, provided that the replacement is necessitated by nothing more than normal wear and tear.

Any additional damage may result in you being charged for the cost of replacement parts, associated labour, and/or the cost of providing substitute equipment.

If the equipment is not in good repair, appearance and condition when it is returned to us, we will make such repairs or arrange for repairs to be made as necessary to put the equipment in a state of good repair, appearance and condition, normal and reasonable wear and tear excepted.  We will make these repairs within a reasonable time of receiving the equipment and will provide you with written notice and invoice for such repairs.  Upon receipt of our invoices covering the repairs, you are to immediately reimburse us for the actual expense of the repairs.

Collection, Hire & Return

You are able to collect the equipment from the agreed collection point, which is usually our Head Office, provided that we are in receipt of cleared funds together with your fulfilment of any insurance requirements as set out within these Terms and Conditions.   Alternatively, if the equipment is to be delivered to you, we will arrange for an insured courier to collect the equipment on the day prior to hire commencement date.  Normally the equipment should be with you by 10:30 hours on the following working day for addresses within the UK mainland, whilst other areas may take additional time.  The courier service timing and costs will be advised to you during the hire quotation process.

All delivery dates are approximate, and time of delivery is not of the essence. However, we will endeavour to notify you of the exact shipping details in advance once your delivery has been collected from our Company’s premises.

We will endeavour to ensure that the equipment is ready for collection, or despatch at the start of the hire term.  In the event that we are unable to provide the equipment at the hire commencement date, we will deliver the equipment to you at the earliest possible date at our expense.  The total hire fees payable by you will be adjusted accordingly to reflect the non-availability of the equipment.  Please note that we will not be liable for non-delivery or collection if you give us inadequate or inaccurate instructions.

Once the equipment is despatched, we are no longer responsible for any issues with delivery couriers/companies or for any additional shipping charges or taxes.

At the end of the hire, on the agreed date you are responsible to return the equipment to us at the agreed premises, or have arranged collection by our courier on the last day of your hire period.

If for any reason you are late in returning the equipment to us, we will charge you for each additional day’s hire at the normal daily rate for that equipment and the hire period will be extended until the equipment is returned.

Loss or Damage to the Equipment

You are responsible for the safekeeping of the equipment throughout the hire period and are be liable to us for all loss of or damage to the equipment how so ever caused.

You must notify the company of any loss or damage to any equipment on hire immediately of such loss or damage being sustained.

In the event that the equipment is lost, stolen or returned damaged, the hire period will be deemed to continue until such time as any damaged equipment is repaired or any equipment that is lost, stolen or damaged beyond repair is replaced provided that the amount of any additional hire charge payable as a direct result of the theft, accidental loss or damage to the equipment shall not exceed 13 weeks rental.

If any equipment is not returned for any reason, or is damaged on return, for the avoidance of doubt the equipment will be charged for at the replacement value along with a surcharge of an additional days hire to cover admin costs and the time this equipment is not available for rehire. If equipment has to be sent for repair the item, or items, will be shipped to the manufacturer for repair and remain on hire until the equipment can be returned repaired.

Risk Title and Insurance

You are strongly urged to insure against loss, theft or damage to the hired equipment as all risk passes to you upon you taking possession of the equipment and it will remain your sole risk during the hire period and any further term during which the equipment is in your possession.

It is your responsibility to ensure the hired equipment is fully insured for the duration of the hire period and ensure that our interest is noted by the insurers and you must notify us accordingly as well as providing us with such other details of the policy or policies as we may require.

Your insurance policy should provide cover for all loss or damage whatsoever to the equipment including, but not limited to, the full replacement value of the equipment, the full cost of repairing any damage and the continuing hire charges (as per the section – Loss or Damage to Equipment above). Particulars of replacement values, repair costs and daily rates for continuing hire will be supplied by us on request as appropriate.

Notwithstanding delivery and the passing of risk, all equipment supplied shall remain our property. You have no right, title or interest in the hire equipment except that they are hired to you.

Cancellation Policy

If we receive your notice of cancellation of any part of the equipment hire contract within 24 hours of the hire commencement period, then the booking hire will be charged at full rate. Similarly, if hire bookings are cancelled more than 24 hours but less 48 hours before the hire commencement period, you will be charged 50% of the full rate.  Any equipment hiring bookings cancelled more than 48 hours but less 72 hours before the equipment hire is due to begin, you will be charged 25% of the full rate

Cancellation should be made via email.  Please note that the above hours refer only to normal working days (Monday to Friday excluding Public & Bank Holidays).

Settlement Terms

The prices and fees quoted on all estimates, proforma invoices and invoices exclude VAT which will be charged on all transactions at the prevailing rate.

Our Equipment Hire Terms and Conditions require full payment before the delivery or collection of the equipment even if you have fulfilled our Credit Account Process including producing references which in our opinion are satisfactory, you are committed to pay, no later than the due date or within such other period as may have been agreed in writing by us. All charges rendered by us failing which interest will become due at the rate of 3-month LIBOR + 2% per annum from the date of invoice until payment. In all other cases payment shall be in advance.

You are not entitled to withhold payment of any invoice or other amount due to us under any right of set-off or counterclaim which you or allege to have for any reason.

You are not entitled to withhold any payment due to us for equipment hire unless you are doing so because of a dispute in which case you may only withhold the amount that is in dispute.

In the event of any suspension of payment, arrangement with creditors, bankruptcy, insolvency, receivership or cessation of business by you, we shall be entitled to suspend or, at our option, terminate all further services forthwith and without liability.

Confidentiality

Your data will be held securely, treated confidentially where you have specified and will not be disclosed to external parties, except when the information is already known to us or already exists in the public domain other than as required for the purposes described above. This may include sharing your information with any third parties working with us on this particular project.

None of the parties shall disclose to any person or use for any purpose any confidential information of the other as a result of entering into an agreement between us. This restriction shall continue to apply after the expiration or termination of our agreement without limit of time. These obligations shall cease to apply to knowledge or information which may properly come into the public domain (through no fault of the party concerned) or is required by law to be disclosed upon production.

Personal Data

We will process the personal data information received by you or otherwise that we hold about you in accordance with these Terms & Conditions, together with our Privacy Policy and strictly in accordance with the provisions of the Data Protection Act 2018 (DPA2018) and the UK General Data Protection Regulations (UK GDPR).  You consent to the use by iRed of such information held accordingly.

We will use such information including but not limited to:

• Perform our obligations and enforce our rights under these Terms & Conditions.
• External credit reference agencies, where the information relates to an individual acting as a business (g., sole trader). Any searches will be recorded by the external agency.
• Contact you infrequently by email, telephone or mail to inform you about other services which may be of interest to you in accordance with your instructions and in compliance with GDPR (UK General Data Protection Regulation).
• Share your information with our agents and service providers for these purposes and
• As set out in further detail in our Privacy

We will not sell, rent or distribute your personal information to third parties, unless required to do so by law.

As an individual, you have a right under the Data Protection Act 2018 to obtain information from us, including the description of the data we hold on you. Please note that there is charge per access request as per our IT Policy.  Should you have any queries concerning this right, please contact us by writing to: iRed Limited, Unit 6, The Old Flour Mill, Queens Street, Emsworth, Hampshire PO10 7BT.

By accepting our Terms & Conditions you authorise us to publish your feedback, comments and ratings as posted on any review sites including, but not limited to, Google customer reviews and Trustpilot.  This is done in the context of testimonials and/or reviews.

You understand that should you provide information or personal data relating to a third party on any of our online portals/platforms including our website, you are personally responsible.  Should this constitute any form of breach of either the third party’s rights/our online presence or of any laws, you will be liable for any legal recourse, relating to any law, which may arise from this breach. We cannot take responsibility for the accuracy or legitimacy of any information provided to us by any user of these sites.

Removal of Offensive Content

This section applies to anyone who visits or uses our website and/or our other online portals/platforms.  Whilst we are not under any obligation to monitor or record the activity of visitor/user utilising our website and/or online portals/platforms, equally we do not take responsibility to monitor or police any internet-related activities, however we may do so without giving notice and/or a reason.

In the unfortunate situation that a person is offended by any content, either written by us or another person, then the following procedure applies:

• Any complaint must be submitted to us at [email protected] and should include all information relevant to the complaint, together with name and contact details of the person/organisation submitting the complaint.
• We will commence our investigations and if appropriate, report our initial findings to the relevant competent authority. If that is not required, then we will continue to investigate internally and we alone will then decide:
  • If the claim or complaint is justified and we agree with your judgement, we shall remove the offending content as soon as we are reasonably able to do so.
  • The decision on whether or not to remove content from our website and/or training platform is solely ours, unless it contravenes any laws or official regulations.
• We reserve the right to re-instate the content about which you have complained if it was removed but becomes necessary to re-instate.
• In respect of any complaint made by you or any person on your behalf, whether correctly reported or not, you now irrevocably grant to us a licence to publish the complaint and all ensuing correspondence and communication, without any limitations.
• You agree that if any complaint is made by you frivolously or vexatiously, you will repay us the cost of our investigation including any legal fees.

Should we see any offensive content by any visitors or users of our online platforms, even without receiving a third-party complaint, we will investigate in accordance with the above complaints procedure and remove the offending material accordingly.  As per these Terms & Conditions the writer of the offending material will repay us the cost of the investigation, including any legal fees if applicable.

Duration and Termination

The contract between us commences on the date you receive our confirmation notification of acceptance of your purchase order/order for one of our quotations for equipment hire and will end once the items of equipment have been returned to us in correctly working condition and with no outstanding issues or disputes and we are in receipt of cleared funds.  However, if we are providing equipment hire by a series of project dates and/or instalment shipments of etc., then the contract will continue for the period defined within our order confirmation.

Either we or you have the right to terminate this agreement immediately if the other:

1. Is in breach of these Terms and Conditions.
2. Is declared bankrupt, or is unable to pay their debts when they are due or where that other is a company, becomes insolvent within the meaning in the Companies Act 2006 including the appointment of a receiver for part or the whole of the assets.

In the event of termination for any of above reasons:

• all payments required under the equipment hire agreement shall become due and immediately payable;

and

• we have the immediate right to request the immediate return of the equipment or repossess the equipment with the right to charge you for any reasonable costs involved in such repossession.

Intellectual Property

Where any hire equipment supplied by us embody, include or contain computer program(s) and/or related documentation the copyright in which is owned by a third party, all rights and liabilities associated with the use and/or reproduction thereof will be subject to the terms of the applicable end user licence, to the exclusion of all liabilities and obligations on our part.

You will indemnify us against all liabilities for infringement of third-party intellectual property rights arising from our compliance with your specific requirements regarding design or specification for the products or arising from the use of the products in combination with other products.

In the event that the hired equipment items or the use thereof (subject as aforesaid) are held to constitute an infringement of any intellectual property rights and the use is thereby prevented, we will at our own expense and option either procure for you as the hirer the right to continue using the equipment or, if feasible replace the same with a non-infringing product, or modify the equipment so that they become non-infringing, or may elect to retake possession of the equipment and refund the invoiced cost. Subject to the foregoing, we shall be under no liability to you as the hirer, for any loss, damage or enquiry, whether direct or indirect, resulting from any intellectual property right infringement of the equipment.

All Intellectual Property Rights produced from or arising as a result of the performance of any contract shall, so far as not already vested, remain our absolute property, and you will do all that is reasonably necessary to ensure that such rights vest in us by the execution of appropriate instruments or the making of agreements with third parties.

All Intellectual Property Rights relating to our equipment hiring service, surveying, training, hire and repair services plus sales of products and our website, including, but not limited to copyright of the content, whether written or not, remain in our ownership.  All copyright and distribution rights are reserved by us at our sole discretion except where these rights are explicitly stated in writing to have been waived or where the contract between you and us explicitly provides or where the material is so endorsed by us.

For the avoidance of doubt, irrespective of payments received from you, all rights of ownership to all surveying materials prepared by us, whether written or not, remain our property.

Our website content is protected by copyright and is intended to inform you of the wide range of services that we offer as a company, including but not limited to surveys, consultancy services, training services including courses and hire/repair services.  The website provides you with up-to-date information on all our services thereby enabling you to explore and ascertain the various options available prior to speaking with one of our team members.  The content on our website is intended only for you to review and assist in your decision making and any deviation from this must be agreed in advance.

You may not use our name or logos or trademarks or any other content on any website of yours or that of any other person, without our express written permission.

All rights, title and interest in intellectual property rights relating to any of the services provided by us including copyright, patents, trademarks, trade secrets, improvements, developments property information, know how, processes, methods business plans or models, including computer software and preparatory and design material therefore and all other intellectual property created and developed by us (whether registered or not) time to time shall exclusively be owned by us.  Whilst you may utilise the intellectual property, you understand that the ownership remains with us.

Nothing that you see or read in our consultancy reports, online platforms/portals, training course and/or study materials; training platform/s or our website, may be copied, reproduced, modified, distributed, transmitted, republished, displayed or performed for commercial use.

All other trademarks, service marks and trade names in our consultancy reports, online portals/, training course and/or study materials; training platform/s or our website, are the marks of the respective owners and no unauthorised use is allowed.

As part of our equipment hiring service, you grant us and assign the irrevocable and unrestricted right to use and publish project images, for editorial, trade, advertising and any other purpose and in any manner and medium, to alter the same without restriction, and to copyright the same.  This clause hereby releases us and our legal representatives from all claims and liability relating to said images.

Events Outside of Our Control

For the purpose of these Terms & Conditions, a force majeure event means an event beyond our reasonable control, including but not limited to: acts of God; accident; breakdown of plant or machinery; confiscation of any other occurrences (whether or not of a similar nature to those specified); delays in delivery or material by suppliers; failure of a utility service including network provider transport network failure; fire, flood, drought, storm, earthquake or other natural disaster; malicious damage; nuclear, chemical or biological contamination sonic boom; prohibition of export or import; theft; embargo; government actions & regulations; hostilities; armed conflict;); war, riot, civil commotion (whether war be declared or not); revolution; terrorist attack; terrorist activity; strikes of labour, lockouts or other industrial disputes (whether involving our workforce or any other party) and sanctions.

For the loss or damage caused to the agreed equipment hire service indirectly caused by force majeure:

1. We will take all reasonable steps to avoid or minimise the effect of the force majeure event on the supply of the agreed hire equipment to you.
2. We will contact you in writing as soon as reasonably possible to reschedule any hire equipment delivery dates or if we deem appropriate offer a refund, provided full payment has been received, if we are unable to provide the agreed hire equipment to you within a reasonable timeframe.
3. No consequences of any such event shall give rise to the cancellation of the contract, unless in our opinion the contract becomes incapable of being fulfilled.
4. If the force majeure event prevents us from providing you with the agreed hire equipment, we have the right to terminate these Terms & Conditions immediately by providing you with written notice.
5. We will not be liable to you as a result of any delay or failure to perform our obligations under the Terms & Conditions as a result of a force majeure event.

Limitation of Liability & Indemnification

We undertake to exercise due care and skill in the performance of the supply of equipment for hire and will only accept responsibility in cases of proven negligence.

Our liability in respect of any claim for loss, damage or expense of whatsoever nature and howsoever arising shall in no circumstances exceed a total aggregate sum equal to the amount of the equipment hire agreement (the total hire fees payable by you) payable in respect of the hire of equipment service required which gives rise to such claim, provided, however, that we shall have no liability for any indirect, special or consequential loss (including loss of profits).

We shall be discharged from all liability for all claims for loss, damage or expense unless a legal filing of complaint is brought within one year after the date of the performance by us of the specific equipment hire service which gives rise to the claim or in the event of any alleged non-performance within one year of the date when such hire of equipment agreement should have been completed.

We are neither an insurer nor a guarantor and disclaims all liability in such capacity. If you are  seeking a guarantee against loss or damage, then you should obtain appropriate insurance.

You shall guarantee, hold harmless and indemnify us and our officers, employees, agents or subcontractors against all claims made by any third party for loss, damage or expense of whatsoever nature, including reasonable legal expenses and howsoever arising relating to the performance, purported performance or non-performance, of any services to the extent that the aggregate of any such claims relating to any one service exceed the limit mentioned above.

Additionally, you acknowledge that we do not, either by entering into a contract or by performing services, assume, abridge, abrogate or undertake to discharge any duty of your own to any other person.

If any of our hired equipment damage any of your devices or digital content belonging to you and is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation.  However, we will not be liable for damage which you could have avoided by following; our advice; following installation/download instructions; or having in place the minimum system requirements as advised by us.

Our liability to you for any damage to your property/assets/business and intellect is limited to the amount you have paid for the equipment hire service.  In no event shall we be liable for damages in excess of this sum. You acknowledge that the fee/fees you have agreed to pay for the equipment hire service we provide to you reflect the level of liability we have agreed to accept and that if our liability was to be increased the fee/fees will also have to increase.

Please note that we will not be liable for any personal injury or damage to property caused by your improper use of any of the equipment.

You are to indemnify us for any loss or expenses caused as a result of providing inaccurate information to us, mistakes contained within your order or personal injury or death caused by you or your colleagues by not following our guidelines correctly.

Bribery and Corruption

It is agreed that both you and we agree that:

1. neither of us nor any party acting on behalf of either of us has offered, given, requested or accepted any undue financial or other advantage of any kind in any way connected with the entering of this agreement for equipment hire services; and
2. you and we shall each comply with all applicable legislation relating to bribery and corruption in connection with this agreement including ensuring:
   1. in your case that your employees and representatives shall not; and
   2. in our case that our employees and representatives shall not directly or indirectly offer, give, request or accept any undue financial or other advantage of any kind.

Any failure by either of us to comply with this paragraph shall entitle the other to terminate this agreement by giving written notice.

Governing Law and Jurisdiction

These Terms & Conditions, and any dispute or claim arising out of, or in connection with, it or its subject matter or formation – including non-contractual disputes and/or claims – shall be governed by, and construed in accordance with the Laws of England and Wales.

Other Matters

1. No agent of either party has authority to make oral representations either prior to or after placing an order and you have not relied upon any oral representations in placing an order, nor has any agent of either party authority to vary or modify these Terms & Conditions which may only be varied or modified in writing by us.
2. In the event of any conflict between any term of this agreement and the provisions of the articles of a limited company or any comparable document intended to govern any other corporate or collective body, then the terms of this agreement shall prevail.
3. Unless otherwise agreed in writing and signed by us, no exceptions or variations to these Terms & Conditions are permitted.
4. The equipment hire agreement is between you and us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms & Conditions
5. If you become aware of any breach or fraud of any term of this agreement by any person, please write to us at [email protected] and provide us with all details relating to the breach or fraud. We welcome your input but do not guarantee to agree with your judgement.  Please note that nothing in this agreement excludes liability for fraud by any person.
6. This paragraph (or any other paragraph) which excludes or restricts our liability, applies to our directors, officers, employees, subcontractors, agents, partners and affiliated companies who may enforce this provision under the Contracts (Rights of Third Parties) Act 1999.
7. Any overpayments, credits or refunds due to changes within the equipment hire agreement will be finalised as soon as reasonably practical.
8. You understand, and confirm your acceptance, that we operate a zero-tolerance policy in relation to impropriate behaviour, especially abusive or violent behaviour to any of our team members, along with unfair or dishonest practice. If there was an occasion where we discovered you were not abiding by our zero-tolerance policy, then we may, with reasonable discretion and without liability or an obligation to refund any fees, refuse to supply any consultancy services to you.
9. Whilst we do all we can to maintain access to our website and online platform/s or portals, it may be necessary for us to suspend all or part of our service for repairs, maintenance, or other good reasons. Whilst we will always endeavour to provide notice, there may be an occasion that this is not possible due to the nature of the work involved.
10. We will communicate with you via email, telephone, fax and mail using the contact details provided in your original enquiry/tender document and/or advised at time of placing your order with us, unless advised otherwise. Email communication will be our main method for covering written communication for contractual purposes under English law.
11. It is your responsibility to ensure that any equipment hired from us will be used in accordance with applicable law and regulation. We will not be liable to you or any third party for your breach of this clause.
12. Any dispute shall not affect the parties’ ongoing obligations under these Terms and Conditions.
13. We are allowed to assign, transfer, charge or sub-contract our rights and obligations under these Terms and Conditions, but you may not do any of these things unless we have previously agreed in writing that you can.
14. Any delay in exercising a right under these Terms and Conditions will not take away that right or any other right.
15. Any communication to be served on either party by the other by 1^st Class Signed for Mail Service, Courier or email with timeline of delivery as:
    1. If sent by 1^st Class Signed for Mail to the correct address – within 72 hours of advertised postal collection.
    2. If sent by courier on the date and time that the courier’s delivery receipt is signed.
    3. If sent by e-mail to the address from which the receiving party has last sent email within 48 hours provided no notice of non-receipt has been received by the sender.

How to Contact Us

To enable us to help you with your business by providing a unique and bespoke consultancy and products service to assist you to locate leaks/assets/people etc that are invisible to the naked eye, please contact us: by using one of the following methods of communication:

Phone: +44 (0)1243 370 296

Email: [email protected]

Web: www.ired.co.uk and use Live Chat

Mail: Unit 6, The Old Flour Mill, Queen Street, Emsworth, Hampshire  PO10 7BT

Appendix 1 – Definitions:

“additional charges” means any amounts due in addition to products or product consultancy service fees quoted which may include, but are not limited to, admin charges, additional service charges and any import duties, taxes and customs clearances which may be payable.

“brochure” means any online or hard copy document that is produced by us that provides d information on the products/product consultancy services offered.

“client” means anyone who uses our website or purchases any of our services and/or products, either for themselves or on behalf of their or a third-party company/organisation.

“consumer” means an individual purchasing for their own personal use mainly outside their trade, business, craft or profession as defined by Consumer Legislation.

“contract” means a contract for the provision of equipment hire service and any other services promoted on our website and/or brochures.

“content” means any content in any form published on our website by us or any third party with our consent.

“equipment” means the tools or equipment supplied on hire by us to you subject to these Terms and Conditions, including but not limited to Drones, Cameras, Remote Sensing Systems and Software

“equipment hire agreement” means as per the agreement template in appendix 2.

“fee” means the hire fee payable for the equipment hire services including any VAT payable but excluding any additional charges.

“guarantee” means the written instrument that sets out the terms of an indemnity.

“hire” means the hire of the equipment subject to these Terms & Conditions including the Equipment Hire Agreement.

“hire agreement” means the agreement in writing comprising the iRed equipment hire agreement entered into by you and us incorporating these Terms and Conditions which shall govern the hire of the equipment.

“hire equipment services” means items available to be hired by you.

“hire fees” means the VAT inclusive sum payable by you for the hire of the equipment and associated services.

“intellectual property rights” means patents, rights to inventions, copyright and related rights, trademarks, business names and domain names, rights in get up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information – including know how, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world

“order” means an offer by you to purchase a equipment hire service in accordance with these Terms & Conditions.

“our” means iRed Limited, iRed Academy or iRed.  Full details of our registered company name and address are at the beginning of the Terms & Conditions.

“our website” means https://ired.co.uk and any future websites managed by us for the promotion of our business.

“party or parties” refer to the two organisations involved in the equipment hire agreement and these Terms and Conditions.

“post” means display, exhibit, publish, distribute, transmit and/or disclose information, content and/or other material on to our website, and the phrases “posted” and “posting” shall be interpreted accordingly.

“products or services” means any of the products or services (including but not limited to equipment hire service, product sales, product consultancy services, training courses and services, surveys and repair services) we offer for sale on our website or brochure, or, if the context requires, products or services we sell to you.

“purchaser” means the business, person or organisation requesting information or placing the order.

“requirements” means guidance issued at a national or local level in respect of any epidemic, pandemic or other public health emergency (including the occurrence of any notifiable disease).

“terminate” means, early closure of any contract between us.

“terms or Terms & Conditions” means these Terms and Conditions.

“us” means iRed Limited, iRed Academy or iRed.  Full details of our registered company name and address are at the beginning of the Terms & Conditions.

“we” means iRed Limited, iRed Academy or iRed.  Full details of our registered company name and address are at the beginning of the Terms & Conditions.

“working days” means 09:00 to 17:00 Monday to Friday excluding Bank & Public Holidays.

“you” means anyone who uses our website or purchases any of our services and products, including any individual(s) nominated by you as our customer, to hire and use the equipment on behalf of you, and you will be liable for any breach by that individual of any of your obligations under these Terms and Conditions either directly or indirectly.

Returns & Refunds

In the unfortunate circumstance that you discover an issue with any products you have purchased from us, please contact us immediately at [email protected] providing full details of the issue or issues.

Whilst we will endeavour to provide you with guidance and rectification over the issue/s you are experiencing, please note:

• Products that are used or damaged (including packaging), will not be refunded in any circumstances  .
• Refunds will be provided on a case-by-case basis, and we will decide in our sole discretion whether we will provide a refund.
• As a rule, products cannot be returned due to software issues.
• Products will also not be accepted for return or refund because a legislative change has rendered the product obsolete, or no longer fit for its intended use.
• If we decide to refund you, the goods must be considered “new” and must not have been used in any way. For the avoidance of doubt, this includes all original accessories, undamaged packaging and any additional extras.
• There are certain goods, including those supplied by DJI, which are considered “used” as soon as they have been activated. To be “activated”, products may be charged, powered on, updated or installed.
• There may be other uses which result in products being activated which are not listed in this refund policy.
• If it is agreed that the product/s are to be returned, and it is one of our stock products, then a restocking fee will apply.
• Any products for which we do not hold stock, and have ordered in specifically for you, will not be refunded in any circumstances unless proved defective.
• The final decision as to whether a product/s is/are considered used and/or is eligible for a refund, lies with us.

For further information on the purchase of products from us, please refer to our Terms and Conditions.