Training Terms & Conditions

These Terms & Conditions are the contract between you and iRed Limited (“iRed”, “our”, “us”, “we”, etc) and tell you: who we are; govern how we will provide training 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 our products, including training courses and/or services either directly or indirectly.

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 2 at the end of this document for a list of all the definitions used within these Terms & Conditions.

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.
  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. To all supplies of products and/or services by us to you as a learner or client.  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

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:

Phone: +44 (0) 1243 370 296
Email: training@ired.co.uk
Mail: iRed Limited, Unit 6, The Old Flour Mill, Queen Street, Emsworth PO10 7BT.

Booking Procedure

Following your review of all the course information on our website and ensuring that you possess the necessary skills and/or experience required to attend the chosen course/s, you can book on line at www.ired.co.uk with payment at time of order.  Alternatively, you can request a quote via email at training@ired.co.uk or by calling +44 (0)1243 370 296.  We confirm that we comply with the applicable elements of the Consumer Contracts Regulations 2013.

By booking via our website for either another person 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.

Should you find that your chosen course has been withdrawn from our website and/or brochures, we will always endeavour to ensure that a workable solution is found for you by contacting us either via email training@ired.co.uk or by calling +44 (0)1243 370 296.

We have the right to revise and amend these Terms & Conditions from time to time without notice. It is therefore essential that our learners/clients ensure that they review the most up to date Terms & Conditions on our website prior to placing their order.

Booking Confirmation

Once your booking has been processed, we will send you a confirmation email with a receipt of payment, which will confirm your place on the course and is the commencement of the contractual agreement between us.

For orders that contain multiple courses, we will process each individual course as a separate booking and a confirmation for one course does not automatically mean that you have been accepted for all courses.

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.

Payment

Payment for all courses must be made in advance, and no later than 7 days before the commencement of the course, by any of the below methods:

  • Credit/Debit Card Online (website booking)
  • Credit/Debit Card over the phone (working days Monday to Friday 9am – 5pm)
  • PayPal/Stripe Online (website booking)
  • PayPal/Stripe over the phone (working days Monday to Friday 9am – 5pm)
  • BACs Transfer (see details below):
    • Bank: NatWest
    • Bank Address: 23 West Street, Havant, PO9 1EU
    • Account Name:  iRed Ltd
    • Account No: 89500776
    • Sort Code: 60-10-20
    • BIC/Swift No. NWBK GB 2L
    • IBAN: GB68NWBK60102089500776
    • VAT No. GB 787 868 343

If required, we can issue a Pro-forma Invoice to assist your payment process. Please note that we require payment no later than 7 days before the commencement of any course, unless alternative arrangements have been agreed by iRed prior to booking. If by prior agreement between you and us, you will pay by another method, then these Terms & Conditions will still apply where feasible.

Please note that no study material (if applicable) will be made online, dispatched to you or available for collection until we have received full payment in cleared funds.

Should you have a payment query then please contact accounts@ired.co.uk providing full details of your transaction.

Any overpayments, credits or refunds due to course/learner transfers and course cancellations will be finalised as soon as reasonably practical.

Fee Guidance

All of our course fees are inclusive of VAT at the prevailing rate and are published on our website/brochures.  Unless otherwise stated, all course fees include course materials, tuition and refreshments as stated within the course details.

Special Requirements

As a fully inclusive organisation, we ensure that learners who are wheelchair users or learners with a disability are given additional support as appropriate for the course. Our team will make every effort to accommodate special requirements that we have been notified of during the booking process.

Vouchers

All vouchers expire 12 months from their date of issue, unless otherwise stipulated on the voucher, are non-refundable and non-transferable.

Vouchers can only be used once and for the full value for the specific course stated upon issue. There is a limit of one voucher per booking or purchase and redeemed for the same currency as stated on that voucher.

Vouchers cannot be reused, even if you cancel your booking or payment or used in combination with any other promotions/offers or exchanged for cash.

We have the right to amend the voucher terms and conditions and/or discontinue a voucher at any time without affecting your statutory rights as well as being able to refuse a voucher in payment or part payment of any item where we reasonably suspect that the voucher may have been stolen, tampered with, duplicated or obtained in an illegal way.

If a learner/client is given a “free space” on a training course as part of an offer or package (i.e., Buy One Get One Free) and fails to pay the agreed amount by the due date, the “free space” will no longer be valid.

We reserve the right to cancel any “free spaces” if payment and payment cleared funds are not received by the agreed due date.  We also reserve the right to change the time period given. If this period is shorter than that previously stated, we will inform you giving reasonable and sufficient notice for an earlier payment to be made.

Course Guidance, Guidelines and Rules

Our website and/or our brochures contain details of our courses giving an overall description and content of our courses together with the venue.  All our classroom trainings and other training events, irrespective of location, comply with the most up-to-date infectious disease guidance together with any restrictions by UK Government for England.

If you require any clarification or guidance on which course is best suitable for you, please contact our training team on training@ired.co.uk especially as certain courses may be replaced by new legislation or the issue of new regulations.

Below is a summary of obligations and rules/guidance

  1. Face-to-face training will take place at the venue specified in the course details which will be confirmed in the joining instructions, together with any associated events e.g., flight tests.
  2. We will provide the relevant study material and tuition for each course as detailed in the course description.
  3. Whilst there is no formal dress code for either our classroom or online classroom courses, most of our learners choose to wear smart casual clothing.
  4. Your personal possessions are your sole responsibility whilst attending any of our classroom courses and you are advised to keep your valuables with you at all times as we are unable to accept any responsibility and/or liability for anything that is lost or stolen from any of our training venues.
  5. It is essential that you comply with all health and safety rules and regulations along with reasonable security requirements (including safety and accident prevention guidelines applicable for our courses) that apply at the premises where our classroom courses are provided.
  6. For face-to-face classroom courses, it is imperative that you complete the attendance register as requested by our course tutor.
  7. It is essential that you only use the premises of our classroom courses for the purpose of participating in our courses.
  8. You understand, and confirm your acceptance, that we operate a zero-tolerance policy in relation to impropriate behaviour of our learners, especially abusive or violent behaviour to any of our team members, other learner/s along with unfair or dishonest practice including, but not limited to, cheating. If there was an occasion where we discovered a learner was not abiding by our zero-tolerance policy, then we may, with reasonable discretion and without liability or an obligation to refund fees, refuse to supply any classroom course to the learner as well as refusing admission to the training and/or remove the learner from the training premises/on-line training platform.
  9. You accept that it is your obligation to ensure that all learners booked by you to attend any of our face-to-face training courses and associated events, comply with UK Government health guidelines for England on infectious diseases and our course/event risk assessment including shielding and/or non-attendance due to illness.  Should any learner fail to do so, then they will not be allowed to continue the course without any refund of course fees. It is your responsibility to ensure that they have the relevant PPE equipment for the duration of the course.
  10. We will ensure that all our training and associated event venues fully comply with any UK Government health guidelines on infectious disease control and that our trainers will ensure that all learners comply to the current UK Government guidelines in line with our risk assessments.
  11. You agree not to copy, modify, transmit, distribute or in any way exploit any study or any material used within our training courses or any other copyright materials including our website, without our prior permission as detailed within the Intellectual Property section of these Terms & Conditions.
  12. Whilst we endeavour to ensure that all course material is accurate, we are unable to guarantee that the materials will be error free including technical inaccuracies.  You accept that we provide the course materials on an ‘as is’ basis and without any warranties, whether express or implied, except those that cannot be excluded under legislation within England & Wales.
  13. You understand and agree that due to the rapidly evolving nature of information technology, and changing drone related legislation, that course materials may become outdated and/or incorrect at any time.
  14. We are unable to make a commitment to you/the learner/s that you/they will obtain any particular qualification on completion of the course unless the qualification is clearly defined in the course description on our website and that qualification option is purchased, if applicable.
  15. We ask each learner to complete our course evaluation sheet or survey, as learner’s views, opinions and comments greatly assist us with our thorough course review process to enhance the learning experience for future learners.
  16. Where applicable, course certificates are awarded at the end of each training course, unless we are not in receipt of cleared funds for whatever reason. In the unfortunate circumstances that cleared funds are not received, the certificates will only be sent to you/the learner once cleared funds are confirmed as being in our bank account.
  17. If you are travelling from overseas to attend one of our courses, it is your responsibility to ensure that you obtain the relevant visas required and for ensuring that your attendance is satisfactory to meet your visa requirements.

External Accredited Courses – CITB    

Your data will be held securely, treated confidentially and will not be disclosed to external parties other than as required for the purposes described above. This may include sharing your information on the CITB Construction Training Register, as well as with employers, awarding organisations, competency card schemes or training providers.

Further information, including your legal rights and how your information may be used, can be found by reviewing:

  • iRed’s Personal Data and Training Account/Portal Data section within these Terms & Conditions.
  • CITB Privacy Notice online at:  https://www.citb.co.uk/utility-links/privacy-policy-cookies/

External Accredited Courses including PCN Courses   

Learners attending an external accredited course, including but not limited to, a BINDT accredited PCN course (face to face or online classroom), may be required to provide us with additional personal information other than that provided on the booking process, together with two passport-sized photographs of themselves for exam registration and a PCN ID card.

If required, all additional information is to be provided before or on the first day of the course. If not provided by the first day of the course, this may incur an additional admin fee of £45.00 ex. VAT.

Please note: Learners attending our online classroom courses will have to attend an in-person PCN examination up to a year after course completion.  This is due to BINDT guidelines, that PCN Registered Examination Centres cannot issue or invigilate any PCN examinations online.  Options available are to attend either an iRed training centre or a PCN registered examination centre for a face-to-face examination.

Personal Data

We will process the 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 feedback and examination results.
  • Communicate with your sponsor (if applicable) regarding your progress, results and attendance.
  • 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 training courses and 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 iRed’s 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 a description of the data that we hold on [1] you. 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 training platforms, you are personally responsible.  Should this constitute any form of breach of either the third party’s rights/our training platform/s 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 this site.

Please notify us of any security breach, unauthorised use of your account or unauthorised provision of personal data. To report a breach of any kind, please contact us on training@ired.co.uk

Online Course – Essential Requirements   

All of our online (e-learning and online classroom) courses require learners to have access to the following:

  • System Requirements
    • For the best experience, a Windows or Mac Laptop/Desktop computer with the latest version of Google Chrome is highly recommended.
    • Other browsers and devices, such as iPads, Tablets & Mobile Phones, may not be compatible with some courses. Please contact us for further advice.
    • Enabling JavaScript and a stable broadband connection are required.
    • Agree to be an iRed training platform end user to gain access.
  • Speakers / Headphones (For training purposes only as headphones are not permitted during remote examinations)
  • Microphone.
  • WebCam.
  • Quiet, undisturbed environment.
  • Excellent internet connection.
  • It is your responsibility for configuring your computer systems and programmes correctly in order to access our e-learning and online classroom training platforms. Whilst we make every effort to ensure that these platforms are virus free, you should ensure that your own virus protection software and procedures are up to date.

We are not obliged to provide alternatives if for any reason learners cannot meet all of the above once their booking has been processed.

Grant of Licence

Our confirmation of your order, automatically grants the learner a licence to use the purchased e-learning, online classroom courses and study materials for classroom courses (available via our training platform or in printed format). We draw to your attention that this licence is to enable the learner to use the study materials for the sole purpose of studying for the course/s purchased and is revocable, non-exclusive, non-sublicensable, personal to the learner and cannot be shared or exchanged with others.  This licence is also subject to all the clauses within these Terms & Conditions.

Accessing Our Training Platform & Your Training account

Following our confirmation email of acceptance of your order and payment for any of our training courses, the learner/s will receive details of how they are able to access:

  • Our training platform, complete with passwords and
  • The two-way learner/iRed communication system within the platform.

We will provide login details to you/the learner via the email address provided for each learner.  It is your responsibility to ensure that the email address provided is correct.

By accessing our training platform or any other associated learning platforms you, or the learner who the course was purchased for, agree that you/they have provided, and will continue to provide, accurate, up to date and complete information about yourself/them as we need this information to provide you/them with the requested training products and services.

You, and/or the learner if they did not book the course themselves, are responsible for:

  • maintaining the confidentiality of your/their account details and password to prevent any unauthorised person from using your/the learner’s account.
  • all activities that occur under your/their account or password.  You should tell us immediately if you believe someone has accessed your account without your authority and in addition to notifying us, log in and change your password.
  • ensuring that no misuse of our e-learning or online classroom course platforms by knowingly introducing viruses or other material which is technologically harmful or malicious.

You confirm that you will not attempt to gain unauthorised access to any of our e-learning or online classroom training platforms, servers, database or website and that you agree to indemnify us against all losses should you gain unauthorised access.

You, and/or the learner confirm that you/they will not attempt to gain unauthorised access to any of our e-learning, online classroom and any other training platforms, servers, database or website and that you/they agree to indemnify us against all losses should you/they gain unauthorised access

Please ensure that any content you enter on our two-way communication system within the training platform complies with these Terms & Conditions, especially but not limited to the course guidance, guidelines & rules section and does not contain any offensive content.

Liability for Defects in connection with our Training Platform/s & Your Training Account

Should you discover a defect, fault or technical issue relating to any of our training courses and/or services or our training platforms, please report this to training@ired.co.uk ensuring that you include all the relevant details.  Whilst we will endeavour to attempt to resolve such problems without undue delay, please note that our hours of business are 09:00 to 17:00 Monday to Friday (excluding Public & Bank Holidays).

Prior to reporting a defect, fault or technical issue relating to our training courses and/or services on our training platform, please re-read the instructions to ensure that you have followed all the procedures carefully.

When a defect, fault or technical issue is confirmed, we will provide this information to the relevant party for rectification without undue delay.

When a defect, fault or technical issue is confirmed by us, we will, where applicable:

  • ensure rectification.
  • provide information to the relevant party for rectification.

We will only provide a defect related refund if our training course/s, services or training platform/s are:

  • defective to the point of being unfit for purpose.
  • proven to be of unsatisfactory quality.

We do not accept any responsibility or liability to you for your inability to access our training platform/platforms, and/or your training account due to issues beyond our control, i.e., connectivity speed and/or devices, use of third-party security software or firewall/proxy servers, or the performance levels of your internet service provider.

Whilst you are enrolled onto one of our training courses or purchased training services, we will use reasonable endeavours to ensure that the study materials will be available to you via our training platform and/or other training portals as advised by us, on an interrupted basis except for:

  • unavailability due to scheduled maintenance by us or a third-party.
  • an event outside of our control.

We advise, for the avoidance of doubt, that we will not refund course fees on the basis that study materials are not error free, accurate and/or up to date.

Removal of Offensive Content

This section applies to anyone who visits or uses our website and/or training platform.  Whilst we are not under any obligation to monitor or record the activity of any learner or visitor utilising our website and/or training platform, 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 training@ired.co.uk 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 users of our training platform 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.

Course Transfers – Classroom-based Courses

Should circumstances mean that you need to transfer to another course, then the following charges will apply:

Transfer request before course start date % of course fee
Less than 14 days 50%
Between 15-30 days 25%
Over 30 days No Charge

No more than one transfer will be allowed per booking.

Course Transfers – E-Learning & Online Courses

Should circumstances mean that you need to transfer to another course, then the following charges will apply provided that you have not accessed your training portal and/or downloaded any training manuals, study materials etc.

Transfer request before course start date % of course fee
Less than 14 days 50%
Between 15-30 days 25%
Over 30 days No Charge

If you have accessed your training portal and/or downloaded any training manuals, course material etc. then the following charges will apply irrespective of the notice period given:

E-Learning Courses Online Classroom Courses
100% 50%

Cancellation Policy

If you find yourself in the unfortunate position where you need to cancel your booking for the purchased course rather than transferring to a different course, our cancellation policy will apply as detailed below and in accordance with consumer protection legislation.

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.

We confirm that the below charges for cancellation of our courses:

Classroom-Based Courses

Cancellation Period Before Course Start Date Cancellation Charge of Course Fee
Less than 14 days* or failure to attend on the day of the course 100%
Between 15-30 days 50%
Over 30 days Admin charge of £30 + any third-party costs incurred

Online Classroom Courses

Cancellation Period Before Course Start Date Cancellation Charge of Course Fee
Less than 14 days* or failure to attend on the day of the course 100%
Between 15-30 days 50%
Over 30 days Admin charge of £30 + any third-party costs incurred

*In the unlikely event that a consumer gives notice within 14 days of purchasing a course due to start within the same 14-day period, then a cancellation fee of 80% would apply.

Online E-learning Courses

Cancellation charge of course feeAdmin charge of £30 + any third-party costs incurred

Admin charge of £30 + any third-party costs incurred

Cancellation period from date of booking the course Cancellation charge of course fee
Consumer** Non-Consumer**
Less than 14 days 0% 50%
Over 15 days Admin charge of £30 + any third-party costs incurred

If you have accessed your training portal and/or downloaded any training manuals, course and study material etc., then the following charges will apply, irrespective if you are a consumer and the notice period given:

E-Learning Courses Online Classroom Courses
100% 50%

**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’.

Substituting Learners   

Following your booking, should you need to substitute a learner on a face-to-face training course, we can arrange this for you free of charge except for any third-party costs, provided that we have received no less than 7 days written notice and that you or the learner have not accessed the training portal and/or downloaded any training manuals, course materials or we have not despatched any study material to the original learner.

Late and Non-Attendance

If you or the learner, fail to attend the course on which you/the learner are booked and have not given prior notice to iRed then the course fee will remain payable in full.

If you/the learner are late for a course, or fail to attend any sessions within the course including any examination, we have the right to exclude you from the course if we believe that there is insufficient opportunity for you to increase your skill and knowledge to the standard required for the course examination and/or Certificate of Completion, without detrimental effects to the other learners on the course.

Flight Assessment – Late Arrival/Postponement & Non-Attendance

A fee of £120 will be charged if you/the learner are unacceptably late, do not attend or postpone your flight assessment outside of the agreed times with our training team.

On-Line Examination

If you or the learner are insufficiently prepared, late and miss your/their online exam allocated time or the examination is stopped by the invigilator due to suspicious behaviour, then you will be charged for a resit examination together with any third-party cancellation of examination fees.

Course Amendments

Occasionally courses or an event as part of that course, may have to be cancelled for a number of reasons, including but not limited to: if the minimum number of learners is not reached; government guidelines; accidents or illness therefore we reserve the right to cancel courses 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 your travel and accommodation arrangements if attending one of our classroom courses, and when booking any time off to attend either one of our classroom or online/e-learning courses.  We are not responsible for any costs incurred for travel or accommodation.  In the event of a course cancellation or postponement, we will endeavour to notify you about the cancellation at least 3 days before the course start date notice.  You will be offered the opportunity to attend the course on an alternative date/s or be given a full course refund.

Bespoke Training

We provide a wide range of bespoke training courses for companies and organisations specifically designed to meet their needs.  Whilst this section specifically covers bespoke training courses, we confirm that these are in addition to our standard terms and conditions.

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 training services in accordance with:

  • the client’s specific instructions as agreed and confirmed by us.
  • our terms of any standard order form and/or standard specification sheet, if applicable.

You will:

  • ensure that instructions to us together with sufficient information are given in due time to enable the required training services to be delivered effectively.
  • procure all necessary access for our representatives to enable the required training services to be performed effectively.
  • supply, if required, any special equipment and personnel necessary for the performance of the training services.
  • take all necessary steps to eliminate or remedy any obstruction to, or interruptions in, the performance of training services.
  • If the training is to be held at a venue organised by you rather than us, then it is essential that it is an appropriate venue for the training course including being clean and clutter free in an area suitable for the type of training and number of learners.  The facilities within the venue will need to comply to the UK Government Infectious Diseases Guidelines as well as providing all the relevant equipment to enable the training to take place.  If there is any practical exercise to take place, including drone flight tests, it is imperative that we carry out a venue inspection to ensure that the venue is suitable for the requirements of the course, including any legislation.

In the event that any unforeseen problem or expenditure arises in the course of carrying out any of the training services, we shall be entitled to an additional charge to cover additional time and cost necessarily incurred to complete the training services.

If we are unable to perform all, or part of the training course or 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 training courses or 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 training course or services actually carried out; and we shall be relieved of all responsibility whatsoever for the partial or total non-performance of the required training services.

Settlement Terms – Bespoke Training   

The prices quoted include VAT which will be charged on all transactions at the prevailing rate.

Provided that the client has fulfilled our Credit Account Process including producing references which in our opinion are satisfactory, the client shall punctually 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 invoice until payment. In all other cases payment shall be in advance.

The client shall not be entitled to retain or defer payment of any sums due to us on account of any dispute, cross claim or set off which it may allege against us. The client shall also pay all of our costs of collecting any amounts owed to us, including legal fees and court costs.

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

Intellectual Property

All Intellectual Property Rights relating to our training courses, training services and our website, including, but not limited to copyright of the content, whether written or not, remain the ownership of iRed.

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 training courses, training services, surveys, consultancy services and hire/repair services.  The website provides you with up-to-date information on all our training courses thereby enabling you to explore and ascertain the various options available.  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. All training course and study materials are protected by copyright and are intended only for your individual learning purposes.
  2. 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 or any of the training course or study materials, in whole or in part. However, you may:
    1. Retrieve and display the training course and study materials and content from our training platform on your computer screen; and
    2. Print one copy of the training course and study materials, but not copy or share them in any manner and
    3. Store the training course and study materials in electronic form – but not on any server or other storage device which is connected to a network.
  3. Subject to the other terms of this agreement, you may download permissible content only for your own personal use as the learner on our training courses/services, provided that you maintain all copyright and other notices contained in it. You may not store electronically any significant portion of the content.
  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 the training course and training services 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 or the learner may utilise the intellectual property, you understand that the ownership remains with us.

Nothing that you see or read in the 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 the training course and/or study materials; our training platform and/or our website, are the marks of the respective owners and no unauthorised use is allowed.

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 goods/training 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 training and services to you.
  2. We will contact you in writing as soon as reasonably possible to reschedule the course or if we deem appropriate offer a refund if we are unable to provide the training and 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 training course or 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 training 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 training 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 training service which gives rise to the claim or in the event of any alleged non-performance within one year of the date when such training service should have been completed.

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

As the client/learner, 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.

If any of our training course/service elements cause damage to your device, 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 computer system or loss of data resulting from the downloading of content is limited to the amount you have paid for the training course and/or training service.  In no event shall we be liable for damages in excess of this sum.

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 learners not following our trainers’ guidelines correctly.

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/the learner or client has 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 training@ired.co.uk 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. Whilst we do all we can to maintain access to our website and training 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.
  7. We will communicate with you via email using the email address given when booking, unless advised otherwise.  Email communication will be our main method for covering written communication for contractual purposes under English law.
  8. Any communication to be served on either party by the other must be by 1st Class Signed for Mail Service, Courier or email with timeline of delivery as:
    1. If sent by 1st 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 Clarification 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: training@ired.co.uk
Web: www.ired.co.uk

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 course fees which may include, but are not limited to, payment for the delivery of study materials, any re-sit fees (if applicable), admin charges, additional service charges and any import duties, taxes and customs clearances which may be payable.
awarding body” means the specified regulated training awarding body.
brochure” means any online or hard copy document that is produced by us that provides detailed information on the training courses offered.
classroom course” means a classroom-based face to face course with together with any study material if applicable.
client” means anyone who uses our website or purchases a bespoke course, or any of our products, including training courses and/or services either for themselves or people within their own organisation.
consumer” means an individual acting outside the course of their business as defined by Consumer Legislation.
contract” means a contract for the purchase of training courses 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.
course” means either a classroom course, e-learning course or online classroom course that you purchase from us.
course fee/s” means the amount payable by you for the training/s you have purchased.
course materials” means all material provided by us following your booking, which includes, but is not limited to: online learning materials – including login passwords; and online mentoring and tutoring.
course rules” means and shall include any rules, regulations, standards, policies, codes, charters and guidelines advised by us or any of our tutors and team members.
e-learning” a system of self-learning that uses internet based electronic media.
fee” means the fee payable for the course/s and/or study materials including any VAT payable but excluding any additional charges.
flight assessment” means an assessment of a learner’s ability to fly a drone once they have passed the relevant theory examination.
guarantee” means the written instrument that sets out the terms of an indemnity.
health condition” means in the case of any learner actually exhibiting symptoms or knowingly being asymptomatic in respect of any medical condition that at the relevant time is the subject of an epidemic, pandemic or other public health emergency.
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
learner/s” means the person/people attending one of our training courses or services.  With regards to e-learning and online courses this means a single user who has been given access to our online training platform learning system/s by a unique username and protected by a user defined password.
onsite” venue selected by you as a purchaser which will be required to be reviewed and authorised by us prior to any training being carried out by us.
online” means training provided via our online training platform taken by each learner using the given URL.
online or online classroom course” means a course delivered online with study materials (if applicable).
order” means an offer by you to purchase products and services including trainings and training 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 training courses and services, surveys, 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.
purchaser” means the business, person or organisation booking the course.
study materials” means, but is not limited to, course handbooks, downloads, mock exams, online theoretical training question banks, review exercises, tests and tutorials all accessed via our training platform.
terminate” means, early closure of any contract between us.
terms or Terms & Conditions” means these Terms and Conditions.
training account” a dedicated password protected account for each learner on our training platform.
training course/s” means a course or courses provided by us and purchased by you/your organisation.
training platform” means our dedicated internet-based portal for the delivery and management of courses, course materials, study materials and other learning materials.  In addition, the training platform may include, but not limited to, online mentoring, tutoring and online assessments.
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.
voucher” means any coupons, promotional offers or discount codes offered by us or our representatives.
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 products, including training courses and/or 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 1st Class Mail letter or despatch by courier advising us of 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 training services:

Name of training course(s)
Ordered on/Received on
Name of consumer(s)
Address of consumer(s)
Signature of consumer(s)
Date

Survey Terms & Conditions

iRed refers to iRed Ltd having its registered office at Unit 6, The Old Flour Mill, Queen Street, Emsworth PO10 7BT. iRed undertakes to provide services in accordance with these general conditions (hereinafter called “General 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 General Conditions, unless otherwise specifically agreed in writing except only to the extent that the law of the place where such arrangements or contracts are made or carried out shall preclude any of the General Conditions and in such case the said local law shall prevail wherever, but only to the extent that, it is at variance with these General Conditions. iRed acts for the person or body from whom the instructions to act have originated (hereinafter called “the Client”). No other party is entitled to give instructions, particularly on the scope of inspection or delivery of report, unless so authorised by the Client. iRed is irrevocably authorised by the Client to deliver at its discretion the report to a third party where so instructed by the Client or where it implicitly follows from circumstances, trade custom, usage or practice.

iRed will provide services in accordance with:

  • the Client’s specific instructions as confirmed by iRed;
  • the terms of any standard order form and/or standard specification sheet of iRed, if applicable;
  • any relevant trade custom, usage or practice and
  • such methods as iRed shall consider appropriate on technical, operational and/or financial grounds.

Documents reflecting engagements contracted between the Client 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 iRed) considered to be for information only, and do not extend or restrict the scope of the services or the obligations accepted by iRed.

Subject to the Client’s instructions as accepted by iRed, iRed will issue reports of inspection which reflect statements of opinion made with due care within the limitation of instructions received but iRed is under no obligation to refer to or report upon any facts or circumstances which are outside the specific instructions received.

The Client will:

  • ensure that instructions to iRed and sufficient information are given in due time to enable the required services to be performed effectively;
  • procure all necessary access for iRed’s representatives to enable the required services to be performed effectively;
  • 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, sites and installations during the performance of services and will not rely, in this respect, on iRed’s advice whether required or not;
  • take all necessary steps to eliminate or remedy any obstruction to, or interruptions in, the performance of the services;
  • inform iRed 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 its rights and discharge all its liabilities under any relevant sales or other contract with a third party, whether or not a report or certificate has been issued by iRed, failing which iRed shall be under no obligation to the Client. iRed may delegate the performance of the whole or any part of the services contracted for with the Client to any agent or subcontractor.

In the event that any unforeseen problem or expenditure arises in the course of carrying out any of the services iRed shall be entitled to an additional charge to cover additional time and cost necessarily incurred to complete the services.

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

If iRed is prevented by reason of any cause whatsoever outside iRed’s control from performing or completing any services for which an order has been given or an agreement made, the Client shall pay to iRed: 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; and iRed shall be relieved of all responsibility whatsoever for the partial or total non-performance of the required services.

Settlement Terms

The prices quoted exclude VAT which will be charged on all transactions at the prevailing rate.

Provided that the Client has produced references which in iRed’s opinion are satisfactory the Client shall punctually pay not later than 30 days after the relevant invoice date or within such other period as may have been agreed in writing by iRed all charges rendered by iRed failing which interest will become due at the rate of 3 month LIBOR + 2% per cent per annum from the date of invoice until payment. In all other cases payment shall be in advance upon submission by iRed of an invoice. The Client shall not be entitled to retain or defer payment of any sums due to iRed on account of any dispute, cross claim or set off which it may allege against iRed. The client shall also pay all of iRed’s costs of collecting any amounts owed to iRed, including legal fees and court costs.

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

Force Majeure

iRed shall not be liable for failure to perform or delay in performance of any contract or for the loss or damage to goods indirectly caused by force mejeure to include acts of God, fire, theft, riot, war, embargo, strike of labour, delays in delivery or material by suppliers, prohibition of export or import, confiscation of any other occurrences (whether or not of a similar nature to those specified) beyond the control of iRed. No consequences of any such event shall give rise to the recession of the Contract unless in the opinion of iRed the contract becomes incapable of performance.

Confidentiality

iRed agrees to hold all information provided by the Client confidential where the client so specifies save where such information is known to iRed already or exists already in the public domain until either the information enters the public domain or iRed is given the same information by a third party or the Client is found to be in breach of contract by a court of law or three years have elapsed – whichever is the sooner.

Personal Details

The Client consents that any personal information supplied by the Client may be used by iRed in connection with its business.

In cases where the information relates to an individual acting as a business (e.g. sole trader) iRed may search the files of credit reference agencies, who will record the search.

iRed may share this information with third parties with whom they have a business relationship. The Client may be contacted by telephone, mail, fax, or email.

Limitations of Liability & Indemnification
iRed undertakes to exercise due care and skill in the performance of the services and accepts responsibility only in cases of proven negligence.

The liability of iRed 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 service required which gives rise to such claim, provided, however, that iRed shall have no liability for any indirect, special or consequential loss (including loss of profits).

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

The Client acknowledges that iRed does not, either by entering into a contract or by performing services, assume, abridge, abrogate or undertake to discharge any duty of the Client to any other person.

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

The Client shall guarantee, hold harmless and indemnify iRed and its 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 in condition 6(b).

Rights of Ownership Copyright and trademarks

Notwithstanding any payments received from the Client all rights of ownership to all materials prepared by iRed whether written or not shall remain the property of iRed.

Copyright and distribution rights are reserved by iRed at its sole discretion except where these rights are explicitly stated in writing to have been waived or where the contract between iRed and the Client explicitly provides or where the material is so endorsed by iRed.

iRed however grants the right, without prejudice to its position under the previous paragraph, to the Client to copy freely any material provided by iRed as part of work wholly commissioned by the Client provided that distribution of these copies is exclusively within the Client’s particular organisation.

Should the subject material relate to a third party for whom the Client acts iRed further grants the right, without prejudice to its position under the preceding paragraphs, to the Client to copy freely any material provided by iRed as part of work wholly commissioned by the Client provided that distribution of these copies is exclusively within the Client’s particular organisation and the third party’s organisation to which the material relates.

All photos displayed on this site are copyright (moral rights asserted). They may not be copied or downloaded onto any other computer or medium, except insofar as they are cached by web-browsers during normal use.

The gallery and thumbnail images may be displayed on third-party web pages using embedded links, provided their source is acknowledged and they are accompanied by functional links to www.ired.co.uk and stored locally on third party servers or workstations.

The client hereby grants to iRed Ltd and assigns, the irrevocable and unrestricted right to use and publish thermal 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 iRed Ltd and their legal representatives and assigns from all claims and liability relating to said thermal images.

Governing Law and Jurisdiction

Except where otherwise stipulated in writing the relations, arrangements and agreements between the parties shall be governed by the laws of England & Wales and all disputes which may arise under out of or in connection with any contract between iRed and the Client shall be submitted to arbitration by the London Court of Arbitration in accordance with its Rules for the time being in force. Service of any notices in the course of such arbitration to the address of the Client given in the Contract shall be valid and sufficient.

All references in the Terms and Conditions to the masculine gender shall deemed to include the feminine and neuter genders. Failure or neglect by iRed to enforce at any time any of the provisions hereof shall not be construed a waiver of iRed’s right nor in any affect the validity of the whole or part of this Contract nor prejudice iRed” rights to take subsequent action.

The headings of the terms and conditions are inserted for convenience or reference only and are not intended to be part of or to affect the meaning or interpretation of any of the terms and conditions of this Contract. In the event that any of these terms, conditions or provisions shall be determined invalid, unlawful or unenforceable it shall be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law.

No agent of either party has authority to make oral representations prior to or after placing an order and the Client has not relied upon any oral representations in placing an order nor has any agent or either party authority to vary or modify the Terms and Conditions herein which may only be varied or modified in writing by iRed.

Sales Terms & Conditions

iRed refers to iRed Ltd having its registered office at Unit 6, The Old Flour Mill, Queen Street, Emsworth PO10 7BT. iRed undertakes to provide services in accordance with these general conditions (hereinafter called “General 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 General Conditions, unless otherwise specifically agreed in writing except only to the extent that the law of the place where such arrangements or contracts are made or carried out shall preclude any of the General Conditions and in such case the said local law shall prevail wherever, but only to the extent that, it is at variance with these General Conditions.

Overview

These are the Terms and Conditions that apply to you when you purchase any of our products (the “Goods”) on our website, ired.co.uk (the “Website”).

They describe the terms on which we will sell the Goods to you. In particular, we must deliver the correct Goods to the right place at the agreed time in good condition, and they explain our liability to you if we fail to meet these standards.

They also explain that you must pay us the correct price, and when legal ownership of the Goods passes from us to you. These issues are important for insurance and risk purposes, and so we have also included a clause to explain the position if Goods are damaged or delayed for reasons outside anyone’s control (including natural causes).

When you buy Goods from us, you buy as a business, and not as a consumer. We do not sell the Goods to consumers. As a result, any purchase made from our Website will not afford you any consumer rights.

The Contract

When you place an order via our Website, this is your offer to buy the Goods 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.

When we send you an email confirmation, you have a binding contract with us, and these Terms and Conditions are part of it.

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.

If we have given you a quotation for the Goods, it is only valid for 30 days from its issue date. It is not an offer to sell you the Goods.

If either of us needs to give the other a notice under these Terms and Conditions (a “Notice”), the Notice must be given properly to be effective. Clause 10.4 explains how to give a proper Notice.

The Goods

The Goods are described in our sales documentation, on our Website. This sales documentation is intended as a guide only, and we will not be liable for any discrepancies between the Goods and the sales documentation.

If the Goods have been manufactured at your request or to any specification that you have supplied, you will pay for 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 these Terms and Conditions have ended.

We are allowed to change any of our specifications, or any specification that you have supplied, if this is necessary to comply with any regulations.

Goods that are not in stock with us and must be ordered in specifically for you are non-refundable, unless we state otherwise in writing.

Certain Goods supplied on our Website 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 Goods no longer being able to be used for their intended purpose.

For information on refunds of goods, please refer to our Returns Policy.

Thermal Imaging Cameras

Where you order thermal imaging cameras from our Website, please note that these products are classified as dual use. A ‘dual use product’ is a controlled product and is subject to strict export regulations.

By purchasing thermal imaging cameras, you confirm that you do not intend to and will not export this item outside of the permitted reasons.

For further information on dual use products, please see the UK Government Guidance: https://www.gov.uk/guidance/controls-on-dual-use-goods

Delivery of the Goods

We will give you a delivery note with each delivery of Goods. It will state the order date, the order reference number, the type and quantity of Goods, the storage instructions, and the outstanding balance of the order if we are delivering Goods by instalments.

With some Goods, we collect the packaging materials from you at our expense after delivery. In this case, we will explain the package collection arrangements on the delivery note, and you must follow them.

Delivery dates are approximate, and time of delivery is not of the essence.

We will deliver the Goods to the address you provide when placing your order, as soon as reasonably practicable following the placement of the order.

If you do not accept delivery of the Goods within 10 days of our Notice date, delivery will be completed at 9:00 am on the 10th day after the Notice date. We will then store the Goods and charge you for all storage and related costs (including insurance) until delivery actually takes place. If you have still not taken delivery after 10 days, we are allowed to sell the Goods (or some of them), in which case we will pay you any excess of the sale price over the price you owe us (less our storage and selling costs). If the sale price is below the price you owe us, we will charge you for the shortfall.

If we fail to deliver the Goods, 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 Goods. We will not be liable for non-delivery if you give us inadequate delivery or other supply instructions.

We are allowed to deliver the Goods 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.

Warranty

We want you to be satisfied with the quality of the Goods and so we offer you the following warranty for 12 months from the delivery date:

  • the Goods are the same in all material respects as their description;
  • the Goods are free from material defects;
  • the Goods are of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
  • the Goods are fit for any purpose that we have specified.

If you discover that some or all of the Goods do not meet our warranty standards, we will either repair or replace them, or refund you the price of the defective Goods. This will only apply, however, if you have done the following:

  • given us Notice of the defect during our warranty period and within 3 days of discovering it;
  • given us a reasonable opportunity of examining the Goods, and
  • returned the Goods to us at our premises if requested.

This will not apply to Goods that are not in stock and must be specifically ordered in for you, unless we state otherwise in writing.

Our warranty does not apply if:

  • you continue to use the Goods after you have given us 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 Goods;
  • the defect arises because we followed your instructions, specifications, drawing or design;
  • you alter or repair the Goods without previously getting 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 Goods to comply with applicable regulations.

Our warranty only applies on the terms of this clause, but it also applies on the same terms to any repaired or replacement Goods that we supply.

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 Goods (which, for the avoidance of doubt, shall include any order to be delivered outside the United Kingdom) (“International Orders”), we will assist with warranty claims. However, you acknowledge that the warranty may be locked in 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 Goods.

Title and Risk

Risk in the Goods passes to you on completion of delivery. You should make sure that you insure the Goods from this time onwards.

Title in the Goods (which means full ownership of them) passes when you have paid us for them in full. Until the title passes, we will still own the Goods and you must treat them as follows:

  • store them separately from other goods so that they can be clearly identified as our property;
  • keep them in good condition and insure them against all risks at their full price from the delivery date. You must make sure that our interest in the Goods is noted on the policy. If you receive any insurance money for the Goods, you must hold it for us separately and not mix it with any other money;
  • do not remove or obscure any identifying mark or packaging;
  • give us any information about the Goods that we ask for.

You will be holding the Goods for us, but you are allowed to resell them in the ordinary course of business.

If anything listed in clause 8 happens, or we think it is reasonably likely to happen, before our title to the Goods has passed to you, we will want to protect our title and the Goods themselves. You must notify us of such circumstances immediately, but in any event we may ask you to deliver up the Goods to us; if you fail to do this straightaway, we will have the right to enter your premises and recover the Goods, or to enter premises owned by anyone who is storing the Goods and remove them. We will not have this right of entry, however, if you have sold the Goods or incorporated them into another product so that they can’t be separated.

This clause 7 will continue even after the rest of these Terms and Conditions come to an end.

Price and Payment

The price of the Goods is stated in the quotation you receive from us, and also your order confirmation. It is exclusive of VAT, packaging, insurance and transport costs for which we will invoice you. Once the Goods leave our place of business, we are no longer responsible for any issues with delivery carriers or for any additional shipping charges or taxes.

We are allowed to increase the price, by giving you a Notice of increase up to 2 days before we deliver the Goods, 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 Goods that you have asked for;
  • delay caused by you, or your supplying us with inadequate or inaccurate instructions.

You must pay our invoice in full within 2 days of our invoice date. Time of payment is of the essence. If you fail to pay on time, we may charge you interest 8.5% per annum above Bank of England’s base rate from time to time from the due date until payment, whether before or after any court judgment on the debt. The interest will be earned daily and you must pay it all with the overdue amount.

You are not allowed to hold back any payment due to us as a set-off or credit or counterclaim unless the law allows it. However, we may set off any amount you owe us against any amount we owe you.

In respect of International Orders, payment must be made ‘upfront’ or ‘pro forma invoice only’. We will only ship the Goods upon receipt of funds, and there shall be no obligation on us to ship the Goods until full payment has been made.

Insolvency, Incapacity and Breach

If any of the events listed below takes place, or if we think that any of them is likely to happen and we send you a Notice, we may cancel or suspend delivery of the Goods under these Terms and Conditions and any other contract that we have with you, and you must immediately pay us all sums that you owe us for Goods delivered. We are also allowed to charge you a storage charge for any undelivered Goods. The events are:

  • you stop, or threaten to stop, paying your debts (this includes your failure to pay us for the Goods on time as set out in clause 8);
  • you are unable to pay your debts as they fall due, or are deemed to be unable to pay your debts within the meaning of the Insolvency Act 1986;
  • you negotiate with any creditors to reschedule your debts, or you enter into any arrangement or compromise with your creditors concerning your debts;
  • a petition is filed, a notice is given, a resolution is passed or an order is made for your winding-up (other than as part of a solvent amalgamation), or for your bankruptcy;
  • one or more of your creditors or charges of any kind becomes entitled to appoint an administrative receiver or takes possession of any of your assets, or any other legal action is taken against your assets;
  • a court application or order is made for the appointment of an administrator over you and your affairs;
  • you stop carrying on business, or threaten to do so;
  • (if you are an individual) you die or lose physical or mental capacity;
  • you materially breach these Terms and Conditions.

Liability Limitations

We will not be liable to you for any loss of profit or any consequential loss arising from these Terms and Conditions, and our total liability to you under these Terms and Conditions will not exceed the price of the Goods.

These Terms and Conditions do not limit our liability for death, personal injury caused by our negligence, fraud, breach of the terms implied by section 12 of the Sale of Goods Act 1979, defective products under the Consumer Protection Act 1987, or any other matter that the law says we can’t exclude.

Neither party will be liable to the other for failure or delay in carrying out these Terms and Conditions which is caused by an event beyond our reasonable control, which we could not have foreseen or which was unavoidable. This includes industrial disputes, energy or transport failures, acts of God, war, terrorism, civil unrest, explosions, mechanical breakdown, natural disasters, malicious damage, or default of suppliers or sub-contractors.

It is your responsibility to ensure that any drones purchased from our Website 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 10.4.

General

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.

Nobody other than us and you may rely on any terms of these Terms and Conditions.

Changes to these Terms and Conditions may be made unilaterally by us by posting the updated Terms and Conditions on our Website.

If either party wishes to give a notice to the other under these Terms and Conditions, it must be given in writing and either delivered or sent by first class post to the other’s registered office (or another address specifically given to the sender for this purpose). Delivery by post will be regarded as completed by 9:00 am on the second day after posting. This arrangement does not apply to the service of any documents in legal proceedings.

Delay in exercising a right under these Terms and Conditions will not take away that right or any other right.

The parties will use their best efforts to negotiate in good faith and settle any dispute that may arise out of or relate to these Terms and Conditions or any breach of it.

Any dispute shall not affect the parties’ ongoing obligations under these Terms and Conditions.

These Terms and Conditions are governed by English law and the courts of England and Wales will have exclusive jurisdiction to deal with any disputes arising from it.

Personal Data

Each party will comply with Data Protection Legislation when processing Personal Data as Controller or Processor and following a written request from the other party it will provide such documentary information as may reasonably be requested by either party to demonstrate such compliance.

If either party processes Personal Data as Processor, the following provisions shall apply:

Processor shall only process Personal Data in accordance with Controller’s documented instructions unless required to process such Personal Data for other purposes by applicable laws or regulatory authorities. In such circumstances, Processor shall provide notice to Controller unless the relevant law or regulatory authority prohibits the giving of notice on important grounds of public interest.

The provisions of Articles 28(3)(b) to 28(3)(h) inclusive of the GDPR shall be incorporated into these Terms and Conditions by reference and Processor shall comply with the express obligations of a processor as articulated in Articles 28(3)(b) to 28(3)(h) inclusive of the GDPR as so incorporated, provided that Controller may not instruct Processor to delete data that Processor holds on its own behalf as Controller; and (b) the requirements of Article 28(3)(b) of the GDPR shall not apply to persons that Processor is required by applicable laws or regulatory requirements to grant access to Personal Data.

Processor has primary responsibility to the relevant Data Subjects for the processing of such Personal Data and shall notify Controller of any assistance that Controller may require.

Controller provides a general authorisation to Processor to engage further Processors to process Personal Data upon and subject to the remaining provisions of these Terms and Conditions. A list of those further Processors (if any) will be available on demand, and Processor shall give Controller prior notice of any intended addition to or replacement of those further Processors by updating that list. If Controller reasonably objects to a change to this list and has the right to object to such change pursuant to the express terms of the Data Protection Legislation, Controller may (within 30 days of such change) escalate any reasonable objection to the relationship manager for discussion. Processor shall only engage Processors where they meet the requirements of Article 28(1) of the GDPR and where Processor considers them to be capable of providing the levels of protection for Personal Data required by these Terms and Conditions. Processor will monitor and review the performance of all such Processors regularly and Processor shall by liable for the acts and omissions of such Processors as if they were the acts and omissions of Processor.

Each party may transfer Personal Data outside of the European Economic Area only where it has a lawful basis for that transfer under Articles 44 to 49 (inclusive) of the GDPR.

Each Party shall notify the other promptly and without undue delay on becoming aware of a Personal Data Breach.

Each party shall reimburse the other for all legal and other costs, incurred in connection with any Personal Data Breach and any associated remedial action (including without limitation any costs associated with the investigation of the issue, notifications to affected individuals, regulators and other activities undertaken to remedy or minimise the impact of the breach). Where any Personal Data Breach occurs (either as Controller or Processor), the breaching party shall (at its own cost) take such actions as are reasonably required to remedy, or where that is not possible, to mitigate as much as possible the effects of the Personal Data Breach, including making any required notifications to affected Data Subjects and any applicable regulators.

Insofar as either party is a Controller in relation to Personal Data, that party shall:

  • provide to the other a privacy notice in relation to the Personal Data it processes under these Terms and Conditions that complies with the requirements of the Data Protection Legislation, along with a link to the same, and either:
    • incorporate a summary of the notice and a link to it in its own privacy notice to relevant Data Subjects; or
    • provide such notice directly to the affected individuals; and
  • immediately notify the other party in writing if it receives any complaint, notice or communication which relates to the processing of such Personal Data, and provide the other party such information and co-operation as the other may reasonably require in relation to the matter.

Definitions:

    • “Data Protection Legislation” means:
      • national laws implementing the Data Protection Directive (95/46/EC) and the Directive on Privacy and Electronic Communications (2002/58/EC); and
      • the General Data Protection Regulation (2016/679) (GDPR); and
      • any other similar national privacy law; as applicable from time to time; and
    • “Controller”, “Data Subject”, “Processor”, “Personal Data” and “Personal Data Breach” in these Terms and Conditions shall have the meanings as defined in Data Protection Legislation.

EQUIPMENT HIRE TERMS AND CONDITIONS

These Terms and Conditions shall apply:

  1. To the hire of all equipment (“ The Equipment ”) from iRed Ltd, a Private Limited Company registered in England under number 04260219, whose registered and main trading address is Unit 6 The Old Flour Mill, Queen Street, Emsworth. PO10 7BT. (“the Company”).
  2. Where “The Customer” is hiring the Equipment for the purposes of a Business and not as a “Consumer”, as defined in Clause 1 of these Terms and Conditions.
  3. Definitions and Interpretation

In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

“Business” means any business, trade, craft, or profession carried out by the Customer or any other Person/Organisation.

“Consumer”

Means a Consumer as defined by the Consumer Rights Act 2015, that is to say an individual who hires the Equipment for his/her personal use and for purposes wholly or mainly outside the purposes of any Business.

“Customer”

Means the customer who is hiring the Equipment subject to these Terms and Conditions (as that meaning is extended by sub-Clauses 1.2.6 and 1.3 below).

“Deposit” means the sum payable by the Customer under Clause 3 of these Terms and Conditions and as set out in the Hire Agreement.

“Equipment”

Means the tools or equipment supplied on hire by the Company to the Customer subject to these Terms and Conditions, including but not limited to Drones, Cameras, Remote Sensing Systems and Software.

“Force Majeure”

Means any cause that is beyond the reasonable control of the Party in question including, but not limited to: power failure; internet service provider failure: strikes, lock-outs or other industrial action suffered by the Party or its suppliers or contractors; civil unrest; fire; explosion; flood; storms; earthquakes; subsidence; acts of terrorism (threatened or actual).acts of war; governmental action; epidemic; pandemic or other natural disaster.

“Premises” 

Means the Company’s premises from which the Customer will collect the Equipment and to which it will return it in accordance with Clause 5.

“Price List” 

Means the Company’s price list, current at the time of the start of the Hire term;

“Hire” 

Means the hire of the Equipment by the Customer subject to these Terms and Conditions;

“Hire Agreement”

Means the agreement in writing comprising the iRed Equipment Hire Order Form entered into by the Customer and the Company incorporating these Terms and Conditions which shall govern the Hire of the Equipment.

“Hire Fees”

Means the VAT inclusive sum payable by the Customer for the hire as determined under Clause 5 of these Terms and Conditions.

1.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:

1.2.1 “writing”, and any similar expression, includes a reference to any communication affected by electronic or facsimile transmission or similar means;

1.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;

1.2.3 “These Terms and Conditions” is a reference to these Terms and Conditions and each of the Schedules as amended or supplemented at the relevant time;

1.2.4 A Clause or paragraph is a reference to a Clause of these Terms and Conditions (other than the Schedules) or a paragraph of the relevant Schedule; and

1.2.5 A “Party” or the “Parties” refer to the parties to these Terms and Conditions.

1.2.6 As the context permits or requires, “ Customer ” includes any individual(s) nominated by Customer to hire and use the Equipment on behalf the Customer, and the Customer shall be liable for any breach by that individual of any Customer obligations under these Terms and Conditions

1.3 An individual signing the Hire Agreement (“signatory”) on behalf of a Customer hereby represents and warrants that the signatory has the authority of that Customer to do so, and the Company will rely on that representation and warranty. If the signatory does not have such authority, the signatory shall instead be deemed to be the Customer and personally liable as if s/he had signed the Hire Agreement as the Customer.

1.4 The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.

1.5 Words imparting the singular number shall include the plural and vice versa.

  1. Hire Term

2.1 The agreed Hire term will be set out in the Hire Agreement.

2.2 If the Customer wishes to extend the Hire term they may do so at any time prior to the end of the Hire term. The Customer must contact the Company to arrange such an extension. Extensions may be made for up to 30 days, subject always to the existence of prior reservations made by other customers. The Company shall use all reasonable endeavours to satisfy requests for extensions but cannot guarantee the availability of the Equipment to the Customer beyond the end of the pre-existing

2.3 The Company reserves the right to recall the Equipment immediately at any time. In the event that the Company exercises this right the Customer will be reimbursed for any and all days/weeks/months remaining in the Hire term or will be issued immediately with replacement Equipment of the same type or of the closest type thereto at no additional cost. If the Equipment is not returned to the Company on request the Customer shall be deemed to have authorised the Company to enter its premises and use any means necessary to recover the Equipment. The Customer shall be charged for any costs associated with such recovery.

  1. Deposit

3.1 The Customer may be required to pay a refundable Deposit to the Company at the commencement of the Hire term, prior to delivery of the Equipment. The sum of the Deposit shall be set out in the Hire Agreement.

3.2 At the end of the Hire term the Company shall fully inspect the Equipment upon its return by the Customer. If the Equipment requires routine cleaning or maintenance which is the result of normal wear and tear the Customer will receive the Deposit back in full. In the event that additional cleaning or maintenance is required the Company shall retain the Deposit in full or in part as appropriate and shall provide the reasons for such retention to the Customer in writing, including all relevant calculations and pricing information.

  1. Prices, Fees and Payment

4.1 The Company reserves the right to amend the prices at any time and without prior notice

4.2 The Hire Fees will be determined by reference to the length of the Hire term, the type and quantity of Equipment, the Price List and any additional items which may be included in the Hire, as set out in the Hire Agreement.

4.3 Payment shall be made as set out in the Hire Agreement by bank transfer, direct debit, credit or debit card.

4.4 Unless otherwise stated, all fees and charges are exclusive of any applicable VAT.

4.5 If a customer fails to make any payment in full on the due date, the company may charge the customer interest on the amount unpaid at the rate implied by law (Late Payment Act of Commercial Debts (Interest) Act 1998, as amended Feb 2018) or at a rate of 5% above Bank of England base rate, whichever is the higher.

  1. Collection, Hire and Return

5.1 The Customer may collect the Equipment from the Premises at the start of the Hire term. The Customer may only collect the Equipment, or it will be dispatched, once all payments required under Clause 4 have been made and any insurance requirements set out in Clause 8 have been complied with.

5.2 The Company shall use all reasonable endeavours to ensure that the Equipment is ready for collection or dispatch at the start of the Hire term.

5.3 In the event that the Company is unable to provide the Equipment at the start of the Hire term the Company shall deliver the Equipment to the Customer at the earliest possible date at the expense of the Company. The total Hire Fees payable by the Customer shall be adjusted accordingly to reflect the non-availability of the Equipment.

5.4 For Equipment that is to be delivered to the Customer, the Company will arrange for a fully insured courier to collect the equipment on the day prior to hirer commencement. Normally the equipment should be delivered by 10:30hrs on the following working day , within the UK mainland. Some destinations may require additional delivery time and cost, which will be stated prior to the Hire.

5.5 At the end of the Hire term, on the agreed date the Customer shall return the Equipment to the Premises, or have arranged collection by the Company’s courier on the last day of the hire period.

5.6 If the Customer is late in returning the Equipment by more than 1 day the Company shall charge the Customer for an additional day’s hire at the normal daily rate for that Equipment. The Hire term will be extended by one day. The provisions of this sub-Clause 5.5 shall continue to apply daily until the Equipment is returned.

  1. Loss or Damage to Equipment

6.1 The Customer shall be responsible for the safekeeping of the equipment throughout the hire period and shall be liable to the company for all loss of or damage to the equipment how so ever caused.

6.2 The Customer shall notify the company of any loss or damage to any equipment on hire immediately of such loss or damage being sustained.

6.3 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.

6.4 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.

  1. Use and Care of the Equipment

7.1 The Customer may only use the Equipment for the normal purpose for which it is intended.

7.2 All Equipment must be used in accordance with any and all operation/safety instructions or similar documentation provided.

7.3 Certain items of Equipment may require specialist training, qualification and/or legal permissions prior to use. The Customer must ensure that such training, qualification and/or legal permissions is in force for those under its authority that will use the Equipment during the Hire term.

7.4 The Customer may not make any alterations or adjustments to the Equipment beyond those that are already possible within the range of adjustments specific to a given item.

7.5 The Customer may 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.

7.6 The Customer shall at all times treat the Equipment with a reasonable level of care and shall ensure that it is kept clean, subject always to reasonable levels of wear and tear.

7.7 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, the Company.

7.8 All electrical equipment must only be used with the voltage specific to that piece of Equipment.

7.9 LiPo batteries must be 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 the Customer being charged for replacements.

7.10 The Equipment shall be kept and operated in a suitable environment, and the Customer will obtain the Company’s prior written consent if the Equipment or any part thereof will be removed from the UK or used in a hazardous environment. For the avoidance of doubt, the Customer shall in no circumstances take the Equipment to a country at the time of the Hire Period advised by the Foreign Office as being not suitable for any travel or any non-essential travel (as published on the Foreign Travel advice website.)

  1. Maintenance

8.1 The Company shall maintain the Equipment to the standards specified by the relevant manufacturers.

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

8.2 The Customer shall not attempt to make any repairs to the Equipment without the prior written consent of the Company. When the Company is contacted in this regard it shall have the option of replacing the Equipment, repairing the Equipment itself or granting the Customer permission to make the necessary repairs. The cost of such replacement or repairs shall be borne by either the Company or the Customer, the responsibility being determined by the reasons for the replacement or repairs.

8.3 If parts require replacement during the Hire term the Company shall have the option of supplying such parts to the Customer or supplying replacement Equipment or a suitable substitute (that is, Equipment capable of performing the same tasks as that which it replaces).

8.4 Any parts and / or substitutes provided under sub-Clause 8.3 shall be replaced free of charge by the Company provided that such replacement is necessitated by nothing more than normal wear and tear.

Additional damage may result in the Customer being charged for the cost of replacement parts, associated labour, and / or the cost of providing substitute Equipment.

  1. Risk, Title and Insurance

9.1 The risk of loss, theft or damage to the Equipment shall pass to the Customer upon the Customertaking possession of the Equipment and shall remain the Client’s sole risk during the Hire Period and any further term during which the Equipment is in the Client’s possession.

9.2 Notwithstanding delivery and the passing of risk, all equipment supplied shall remain the property of the Company. The Customer has no right, title or interest in the hire Equipment except that they are hired to the Customer.

9.3 It is the Customer’s responsibility to ensure the hired equipment is fully insured for the duration of the hire period.

9.4 The Customer shall ensure that the Company’s interest is noted by the insurers and shall notify the Company accordingly and give such other details of the policy or policies as the Company may require.

9.5 The Customer’s policy shall 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 (detailed in clause 6.4 above). Particulars of replacement values, repair costs and daily rates for continuing hire will be supplied by the Company on request as appropriate.

  1. Cancellation/Curtailment

10.1 If notice of cancellation or curtailment is received by the Company at 24 hours or less notice, then the booking will be charged at full rate. Similarly, bookings cancelled more than 24 but less 48 hours before a booking begins will be charged at 50% of the full rate and bookings cancelled more than 48 but less 72 hours before a booking begins will be charged at 25% of the full rate.

  1. Liability

11.1 The Company will not be liable to the Customer for any failure or delay in performing the Company’s obligations where such failure or delay results from Force Majeure;

11.2 The Company shall not be liable in contract or tort (including negligence) by reason of any breach by it of any term of these Terms and Conditions or other express term of the Hire Agreement, or breach by the Company of any implied warranty, condition or other term, or any negligent or innocent misrepresentation, or any negligence or other duty at common law, for any:

10.2.1 loss of use or unavailability of any Equipment;

10.2.2 interruption to business;

10.2.3 loss of income, revenue, business;

10.2.4 loss of business opportunity;

10.2.5 loss of profit or contracts;

10.2.6 loss of anticipated savings; or

10.2.7 any indirect, special or consequential loss, damage, costs, expenses or other claims; arising from any act or omission by the Company or any of its agents or employees or subcontractors or any other person or entity in connection with the performance of the Company’s obligations arising under these Terms and Conditions and the Hire Agreement.

11.3 The Company will not be liable for any personal injury or damage to property which results from the improper use of the Equipment.

11.4 Nothing in these Terms and Conditions is intended to or will exclude or limit the Company’s liability for death or personal injury caused by its negligence (including that of its employees, agents or subcontractors) or for fraud or fraudulent misrepresentation.

11.5 Without prejudice to any of the above provisions of this Clause 9, the Company’s total liability under these Terms and Conditions shall be limited to the value of the Hire Agreement, that is, the total Hire Fees payable by the Customer.

  1. Data Protection

12.1 All personal information that the Company may use will be collected, processed, and held in accordance with the provisions of EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) and the Customer’s rights under the GDPR.

12.2 For complete details of the Company’s collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of the Customer’s rights and how to exercise them, and personal data sharing (where applicable), please refer to the Company’s Privacy Notice available from www.ired.co.uk.

  1. Termination

13.1 Where the Customer is an individual, the Company shall be entitled to terminate the Hire Agreement in the event that:

13.1.1 the Customer is in breach of these Terms and Conditions;

13.1.2 the Customer has had their personal belongings confiscated in order to satisfy debts; or

13.1.3 the Customer has a receiving order made against them.

13.2 Where the Customer is a company, the Company shall be entitled to terminate the Hire Agreement in the event that:

13.2.1 the Customer is in breach of these Terms and Conditions;

13.2.2 the Customer goes into bankruptcy or liquidation either voluntary or compulsory (save for the purposes of bona fide corporate reconstruction or amalgamation) or if a receiver is appointed in respect of the whole or any part of its assets.

13.3 In the event of termination for any of the above reasons:

13.3.1 all payments required under the Hire Agreement shall become due and immediately payable;

and

13.3.2 the Company shall have the immediate right to request the immediate return of the Equipment or repossess the Equipment and may charge the Customer for any reasonable costs involved in such repossession.

  1. Communications, Complaints and Feedback

14.1 The Company always welcomes feedback from its customers and, whilst the Company always uses all reasonable endeavours to ensure that its customers’ experience is a positive one, the Company nevertheless welcomes the opportunity to resolve any complaints.

14.2 All complaints are handled in accordance with the Company’s complaints handling policy and procedure, available from www.ired.co.uk.

14.3 If the Customer wishes to complain about any aspect of its dealings with the Company, including, but not limited to, these Terms and Conditions, the Hire Agreement, or the Equipment, please contact the Company in one of the following ways:

 

14.3.1 In writing, addressed to The Operations Director, iRed Ltd, Unit 6 The Old Flour Mill, Queen Street, Emsworth. PO10 7BT;

14.3.2 By email, addressed to admin@ired.co.uk;

14.3.3 Using the Company’s complaints form, following the instructions included with the form;

14.3.4 By contacting the Company by telephone on 01243 370296.

  1. Entire Agreement

15.1 The documents comprising the Hire Agreement, these Terms and Conditions and any other documents expressly incorporated into the Hire Agreement, contain the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.

15.2 Each Party acknowledges that, in entering into the Hire Agreement, neither Party gives any warranty or relies on any representation, warranty or other provision except as expressly provided in the documents comprising the Hire Agreement.

  1. Other Important Terms

16.1 The Company may transfer (assign) its obligations and rights under these Terms and Conditions (and under the Hire Agreement, as applicable) to a third party (this may happen, for example, if the Company sells its business). If this occurs the Customer will be informed by the Company. The Customer’s rights under these Terms and Conditions will not be affected and the Company’s obligations under these Terms will be transferred to the third party who will remain bound by them.

16.2 The Customer may not transfer (assign) their obligations and rights under these Terms and Conditions (and under the Hire Agreement, as applicable) without the Company’s express written permission.

16.3 The Hire Agreement is between the Customer and the Company. 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 and Conditions.

16.4 If any of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms and Conditions. The remainder of these Terms and Conditions shall be valid and enforceable.

16.5 No failure or delay by the Company in exercising any of its rights under these Terms and Conditions means that it has waived that right, and no waiver by the Company of a breach of any provision of these Terms and Conditions means that it will waive any subsequent breach of the same or any other provision.

  1. Governing Law and Jurisdiction

17.1 These Terms and Conditions, the Hire Agreement, and the relationship between the Customer and the Company (whether contractual or otherwise) shall be governed by, and construed in accordance with English law.

17.2 Any dispute, controversy, proceedings or claim between the Customer and the Company relating to these Terms and Conditions, the Hire Agreement, or the relationship between the Customer and the Company (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the English Courts.

 

  1. Refunds & Returns
    Last updated July 2019If there is an issue with any goods you have purchased from our website, please contact us at support@ired.co.uk in the first instance, explaining the reasons you are requesting a refund.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, goods cannot be returned due to software issues. Goods will also not be refunded 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. 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”, goods may be charged, powered on, updated or installed. There may be other uses which result in goods being activated which are not listed in this refund policy. If these goods are returned, there will be a restocking fee applied.Goods that are used or damaged will not be refunded in any circumstances.Any goods for which we do not hold stock, and have ordered in specifically for you, will not be refunded in any circumstances.The final decision as to whether a good is considered used, and/or is eligible for a refund, lies with iRed Limited.For further information on the purchase of our goods, please refer to our Terms and Conditions.