Terms & Conditions.

01Scope of Services

Services may include, but are not limited to:

• aerial photography and videography;
• drone event coverage;
• real estate imaging and virtual tours;
• resort and hospitality marketing;
• construction monitoring;
• inspections;
• 3D modelling and mapping; and
• survey support.

Specific services for each engagement are defined in the applicable Engagement Document. The Company reserves the right to refuse service in its sole discretion.

02Estimates and Quotes

Quotes:

• are based on the information available to the Company at the time of preparation;
• may be revised due to changed conditions including weather, airspace restrictions, site access, or other factors outside the Company’s reasonable control;
• are valid for the period stated on the quote (and, if no period is stated, for thirty (30) days from issuance).

No work proceeds beyond the agreed scope without written approval, except where reasonably required to address an immediate safety or regulatory compliance concern.

03Client Responsibilities

The Client agrees to:

• provide accurate and complete information relating to the operation;
• ensure that all necessary legal authority for the operation exists, including site access rights;
• obtain all venue, municipal, property-owner, or third-party permissions required for the operation other than those expressly assumed by the Company in writing;
• obtain all model releases, property releases, and consents from persons and property owners to be filmed or photographed, except as expressly assumed by the Company in writing (see Section 12);
• maintain safe site conditions and provide reasonable cooperation;
• disclose all known hazards, restrictions, or sensitive considerations that may affect the operation.

Failure to meet these responsibilities may result in cancellation, delays, or additional costs charged to the Client.

04Regulatory Compliance

The Company operates in accordance with the Canadian Aviation Regulations (CARs), Part IX, and applicable Transport Canada and NAV CANADA requirements. Where required, operations are conducted under a Pilot Certificate – Advanced Operations, an applicable RPAS Safety Assurance Declaration, an RPAS Flight Authorization, or a Special Flight Operations Certificate – RPAS (SFOC-RPAS), as applicable.

Flights will not proceed if regulatory or safety compliance cannot be met. The Client is responsible for venue, municipal, or property-owner permits and approvals unless otherwise expressly agreed in writing.

05Subcontractors

The Company may engage subcontractors to perform any portion of the services. Subcontractors are independent contractors and may carry their own certifications and insurance. The Client acknowledges and consents to the engagement of subcontractors.

The Company remains the Client’s primary point of contact for the services and is responsible for ensuring that subcontractor work is performed in accordance with the standards in these Terms. The Company is not liable for the acts or omissions of subcontractors that are outside its reasonable control, except where required by applicable law.

06Payment Terms

Payment terms for each engagement, including the deposit percentage, milestone payments, final payment terms, and invoice due dates, are specified in the applicable Engagement Document. In the absence of contrary terms in the Engagement Document, the following defaults apply:

• a non-refundable deposit equal to fifty percent (50%) of the total fee is payable upon acceptance;
• the balance is invoiced upon delivery and is due within thirty (30) days of the invoice date.

Late payments are subject to interest at the rate of one and one-half percent (1.5%) per month (equivalent to nineteen and 56/100 percent (19.56%) per annum, calculated monthly and not in advance), accruing from the day after the invoice due date until paid in full. The Company may also suspend services and refer outstanding balances to collections.

Except as expressly stated in these Terms or in the applicable Engagement Document, all payments are non-refundable. Title and ownership of deliverables remain with the Company until full payment of all amounts owing has been received.

07Cancellation & Rescheduling

All cancellations must be made in writing. Deposits are non-refundable in all cases. In addition to the forfeited deposit, the following cancellation fees apply:

• Cancellations made more than seventy-two (72) hours before the scheduled service: no additional cancellation fee beyond the forfeited deposit.
• Cancellations made within seventy-two (72) hours of the scheduled service: an additional cancellation fee equal to fifty percent (50%) of the total service fee.
• No-shows or same-day cancellations: an additional cancellation fee such that the total amount payable equals one hundred percent (100%) of the total service fee.

Rescheduling is subject to availability and may include rescheduling fees as set out in the Engagement Document. If the Company cancels or postpones a service due to weather, safety, regulatory, or legal restrictions, the Client will be offered rescheduling or, at the Company’s option, a credit toward future services.

08Change Orders

Any change in scope, schedule, or deliverables must be approved in writing (including by email) and may result in adjustments to the price and timelines.

09Timelines

Timelines are estimates only. Delays may occur due to weather, technical issues, regulatory authorizations, workload, or Client responsiveness. Time shall not be of the essence in the performance of services unless expressly agreed in writing. Specific deadlines are not guaranteed unless agreed in writing as firm deadlines.

10Site Conditions

Drone operations may be affected by weather, airspace restrictions, radio-frequency interference, obstacles, or site conditions. Operations may be delayed, modified, or cancelled in the Company’s reasonable judgment to protect safety, regulatory compliance, or equipment.

11Confidentiality

Each party may receive confidential information from the other in connection with an engagement, including business information, project specifications, site information, and pre-release marketing materials. Each party agrees to: (a) use the other party’s confidential information only for the purposes of the engagement; (b) protect such information with the same degree of care it uses for its own confidential information of similar sensitivity, but in no event less than reasonable care; and (c) not disclose such information to any third party except subcontractors or advisors bound by confidentiality obligations consistent with this Section. Confidentiality obligations do not apply to information that is publicly available, independently developed, lawfully received from a third party, or required to be disclosed by law (with prompt notice to the other party where lawful). This Section survives termination for a period of five (5) years.

12Deliverables, Ownership & Usage

Copyright and all other intellectual property rights in deliverables produced by the Company (including raw and processed imagery, video, models, telemetry data, and reports) (collectively, the “Deliverables”) are owned by the Company upon creation.

Upon receipt of full payment of all fees and expenses for the applicable engagement, the Company grants the Client a non-exclusive, non-transferable, perpetual, worldwide, royalty-free licence to use the Deliverables for the Client’s internal business or personal purposes, including reasonable promotional and marketing use of the Client’s own properties, products, or services. The licence does not include the right to:

• resell, sublicense, or distribute the Deliverables to third parties as a stand-alone product;
• modify the Deliverables in a manner that materially misrepresents the subject matter;
• remove or obscure any rights notices, watermarks, or attribution required by the Company in writing.

Raw footage and source files are not included in the licence and may be licensed or sold separately on terms agreed by the parties.

Portfolio Rights

The Company retains the right to use the Deliverables, in whole or in part, in its portfolio, website, social media, marketing materials, and award or competition submissions. The Client may decline this use by giving the Company written notice prior to final delivery, in which case the Company will not publicly display the affected Deliverables and will remove any previously displayed instances within thirty (30) days of receiving such notice.

Model and Property Releases

Unless otherwise expressly agreed in writing, the Client is responsible for obtaining all model releases, property releases, and consents required for the persons, properties, brands, and locations to be filmed or photographed. The Client warrants that all required releases and consents have been obtained at or before the time of the operation.

13Delivery

Deliverables will be provided via the digital delivery method agreed in the Engagement Document (such as a download link, cloud storage share, or physical media). The Company is not responsible for the failure, delay, or unavailability of third-party delivery platforms once files have been transmitted to such platforms.

14Acceptance

The Client must inspect the Deliverables promptly upon receipt. Deliverables are deemed accepted unless the Client notifies the Company in writing of specific issues within twenty-one (21) days of delivery. Issues raised after this period may be addressed at the Company’s discretion and on a paid basis.

15Warranties

The Company warrants that the services will be performed in a professional and workmanlike manner consistent with industry standards for drone services. The Company makes no warranties, express or implied, regarding:

• the achievement of any specific shot, angle, sequence, or subjective creative outcome;
• the suitability of the Deliverables for any particular purpose not expressly agreed in writing;
• the operation, performance, or output of any third-party software, platform, or tool.

To the maximum extent permitted by applicable law, all other warranties (express, implied, or statutory) including implied warranties of merchantability and fitness for a particular purpose are disclaimed. Nothing in this Section excludes any warranty or condition that cannot be excluded under applicable law.

16Limitation of Liability

Subject to the carve-outs below, and to the fullest extent permitted by applicable law (including the Consumer Protection Act, 2002 (Ontario) where applicable):

• the Company’s total aggregate liability arising out of or relating to a particular engagement, whether in contract, tort (including negligence), under statute, or otherwise, shall not exceed the total amount actually paid by the Client to the Company for the specific service giving rise to the claim;
• the Company shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, loss of revenue, loss of business opportunity, loss of data, loss of goodwill, or for emotional, sentimental, or reputational harm, even if the Company has been advised of the possibility of such damages;
• the Company shall not be liable for delays or failures caused by events outside its reasonable control.

17Drone-Specific Risk Allocation

Third-Party Property Damage

The Company maintains aviation liability insurance as set out in Section 18. Claims by the Client or third parties for property damage caused by the Company’s remotely piloted aircraft system (RPAS) during a flight conducted by the Company shall be addressed first through the Company’s aviation liability insurance, subject to the policy’s terms, limits, and deductibles. The Company’s liability for such claims is subject to Section 16.

Loss or Damage of Company Equipment

The Client is not responsible for loss or damage to the Company’s RPAS or equipment except where such loss or damage is caused by: (a) the Client’s wilful act or gross negligence; (b) the Client’s failure to disclose a known hazard at the site; or (c) a flight performed at the Client’s express written direction in conditions the Company has identified in writing as outside the manufacturer’s envelope or otherwise unsafe (a “Client-Directed Marginal Flight”). For a Client-Directed Marginal Flight, the Client agrees to reimburse the Company for the reasonable replacement or repair cost of the RPAS and any payload damaged or lost during the flight.

Data Integrity and Media

Despite the Company’s reasonable efforts, digital storage media (including SD cards, drives, and cloud storage) can fail. The Company is not liable for the loss or corruption of raw or processed media that occurs prior to confirmed transmission to the Client, except to the extent caused by the Company’s gross negligence or wilful misconduct. The Company will, where reasonably practicable, re-shoot affected content at a discounted re-engagement rate.

Bystander Privacy and Trespass

The Client is responsible for ensuring that operations conducted at the Client’s direction or on the Client’s site do not unreasonably infringe the privacy or property rights of third parties not involved in the operation. The Client agrees to indemnify the Company in respect of third-party claims arising from such infringement, subject to Section 24.

18Insurance

The Company maintains commercial general liability and aviation liability insurance with coverage of not less than two million Canadian dollars (CAD $2,000,000) in the aggregate. A certificate of insurance is available on reasonable written request.

19Privacy

The Company complies with the Personal Information Protection and Electronic Documents Act (PIPEDA) and other applicable Canadian privacy laws. The Company’s privacy practices, including the collection, use, disclosure, retention, and protection of personal information, are described in the Company’s Privacy Policy, which is incorporated into these Terms by reference and is available on the Company’s website.

In the event of any inconsistency between these Terms and the Privacy Policy, these Terms control with respect to commercial, intellectual property, ownership, liability, indemnification, and risk-allocation matters; the Privacy Policy controls with respect to the technical mechanics of personal information handling.

20Termination

Either party may terminate the engagement on written notice for material breach by the other party that is not cured within ten (10) business days of written notice (or, if the breach is incapable of cure, immediately). The Company may terminate or suspend services immediately for non-payment, unsafe conditions, regulatory violations, or material misrepresentation by the Client. The Client remains responsible for amounts payable for services completed and for reasonable expenses incurred up to the date of termination.

21Dispute Resolution

The parties will first attempt to resolve any dispute through good-faith negotiation. If a dispute remains unresolved after thirty (30) days of negotiation, it shall be resolved by binding arbitration administered by the ADR Institute of Canada under its applicable arbitration rules, before a single arbitrator, with the seat of arbitration in Toronto, Ontario. The parties shall share the costs of the arbitrator equally unless the arbitrator orders otherwise. Class actions, class arbitrations, and representative proceedings are not permitted.

Notwithstanding the foregoing, either party may bring a matter that is within the monetary jurisdiction of the Small Claims Court of Ontario in that court.

22Governing Law

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. Subject to Section 21, the courts of the Province of Ontario have exclusive jurisdiction.

23Force Majeure

Neither party is liable for delay or failure to perform due to events beyond its reasonable control, including: severe weather; natural disasters; pandemics, epidemics, or public health emergencies; government actions, public health orders, or regulatory directives; airspace closures or NOTAM-driven restrictions; cyber events affecting essential systems; supplier failures; labour disruptions; or other public emergencies (each a “Force Majeure Event”).

The party affected by a Force Majeure Event shall give the other party prompt written notice (and in any event within ten (10) business days of becoming aware of the Force Majeure Event), use reasonable efforts to mitigate, and resume performance promptly when the event ends. If a Force Majeure Event continues for more than thirty (30) days, either party may terminate the affected engagement on written notice. In the event of termination under this Section, refunds (if any) are limited to amounts paid for services not yet performed and not retained as a non-refundable deposit.

24Indemnification

The Client agrees to defend, indemnify, and hold harmless the Company and its officers, directors, employees, contractors, and agents from and against any and all third-party claims, demands, actions, damages, liabilities, losses, costs, and expenses (including reasonable legal fees on a substantial-indemnity basis) arising out of or relating to:

• the Client’s failure to obtain required permissions, releases, or consents;
• unsafe site conditions, hazards, or restrictions known or reasonably knowable to the Client and not disclosed to the Company;
• inaccurate, incomplete, or misleading information provided by the Client;
• misuse of the Deliverables by the Client or its licensees, including any use that exceeds the licence granted under Section 12;
• the Client’s breach of these Terms or violation of applicable law.

25Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision shall be severed only to the extent necessary, and the remaining provisions shall remain in full force and effect. The parties shall negotiate in good faith to replace the severed provision with an enforceable provision that most closely reflects the original intent.

26Modifications

The Company may update these Terms from time to time by posting an updated version on its website. Updates take effect on the effective date stated in the updated Terms and apply only to engagements entered into on or after that effective date. Engagements already in progress at the time of the update remain governed by the version of the Terms in effect at the time the engagement was accepted, unless the parties expressly agree in writing to the updated Terms. Material changes will be communicated to active clients by email to the address on file at least fourteen (14) days before the effective date.

27Assignment

The Client may not assign or transfer these Terms or any engagement, in whole or in part, without the Company’s prior written consent (not to be unreasonably withheld). The Company may assign these Terms or any engagement, in whole or in part, to an affiliate or to a successor in connection with a sale, merger, reorganization, or sale of substantially all of its assets, on written notice to the Client.

28Notices

All formal notices required under these Terms must be in writing and given by: (a) email to the addresses on file for each party (with confirmation of receipt by reply or read receipt); or (b) delivery by a recognized courier or registered mail to the parties’ business addresses. Notices to the Company must be sent to contact@smartearthbuildsolutions.com or to such other address as the Company may notify the Client in writing.

29Survival

The following Sections survive termination, expiry, or completion of an engagement: 6 (Payment Terms, in respect of unpaid amounts), 11 (Confidentiality, for the period stated), 12 (Deliverables, Ownership & Usage), 15 (Warranties), 16 (Limitation of Liability), 17 (Drone-Specific Risk Allocation), 18 (Insurance, in respect of claims arising during the policy period), 19 (Privacy), 21 (Dispute Resolution), 22 (Governing Law), 24 (Indemnification), and any other provision which by its nature is intended to survive.

30Entire Agreement

These Terms, together with the applicable Engagement Document(s) and any policies expressly incorporated by reference (including the Privacy Policy), constitute the entire agreement between the parties with respect to the subject matter and supersede all prior or contemporaneous communications, representations, or agreements (whether written or oral). No amendment, waiver, or modification is effective unless in writing and signed (including by electronic signature) by an authorized representative of each party. No oral statement or course of dealing modifies these Terms.

31Contact Information

Smart Earth Build Solutions
Toronto, Ontario, Canada
Email: contact@smartearthbuildsolutions.com