User Agreement

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User Agreement

[Updated as of 30th December 2020]

Please read this User Agreement alongside any and all other Agreements and policies referenced herein collectively defined below as the “Terms of Service” carefully as they contain important information regarding your legal rights, remedies, and obligations. These include various limitations and exclusions and a binding arbitration agreement and class action waiver.

This User Agreement (this “Agreement”) is a contract between you (“you” or “User”) droneclub.me (“DroneClub”, “droneclub.me”, “we,” or “us”) and our affiliates. You must read, agree to, and accept all of the terms and conditions contained in this Agreement to be a User of our website located at droneclub.me or any part of the rest of the Site (defined in the Site Terms of Use) or the Site Services (as defined in the Site Terms of Use).

This Agreement includes and hereby incorporates by reference the following important agreements, as they may be in effect and modified from time to time: Site Terms of UseCookie Policy; and Privacy Policy. This Agreement also incorporates, for any User using droneclub.me directly. These agreements are collectively, with this Agreement, called the “Terms of Service”.

Subject to the conditions set forth herein, DroneClub may, in its sole discretion, amend this Agreement and the other Terms of Service at any time by posting a revised version on the Site. DroneClub will provide reasonable advance notice of any amendment that includes a Substantial Change (defined below), by posting the updated Terms of Service on the Site, providing notice on the Site, and/or sending you notice by email. If the Substantial Change includes an increase to Fees charged by DroneClub, DroneClub will provide at least 30 days’ advance notice of the change, but may not provide any advance notice for changes resulting in a reduction in Fees or any temporary or promotional Fee change. Any revisions to the Terms of Service will take effect on the noted effective date (each, as applicable, the “Effective Date”).

You understand that by using the site or site services after the effective date, you agree to be bound by the terms of service, including the dispute resolution provisions of Section 13 of this agreement (subject to your right to opt out of said provisions as provided in this section). If you do not accept the terms of service in its entirety, you must not access or use the site or the site services after the effective date except as permitted by the site terms of use.

If you agree to the terms of service on behalf of an entity or agency, or in connection with providing or receiving services on behalf of an entity or agency, you represent and warrant that you have the authority to bind that entity or agency to the terms of service and agree that you are binding both you and that entity or agency to the terms of service. In that event, “you” and “your” will refer and apply to you and that entity or agency.

 

Agreement Contents

  1. DRONECLUB ACCOUNTS
  2. PURPOSE OF DRONECLUB
  3. CONTRACTUAL RELATIONSHIP BETWEEN CLIENT AND FREELANCER
  4. DRONECLUB FEES
  5. PAYMENT TERMS AND SERVICES
  6. NON-CIRCUMVENTION
  7. RECORDS OF COMPLIANCE
  8. WARRANTY DISCLAIMER
  9. LIMITATION OF LIABILITY
  10. RELEASE
  11. INDEMNIFICATION
  12. AGREEMENT TERM AND TERMINATION
  13. DISPUTES BETWEEN YOU AND DRONECLUB
  14. GENERAL
  15. DEFINITIONS

1. DRONECLUB Accounts

Section 1 discusses what you must agree to before using the Site or Site Services, and an overview of the different types of accounts that can be created on the Site, as detailed per the below.

1.1 Registration and Acceptance

1.1.1 By registering for an account to use the Site or Site Services (an “Account”), by using the Site or Site Services after the Effective Date if you had an Account on the Effective Date, or by clicking to accept the Terms of Service when prompted on the Site, you agree to abide by this Agreement and the other Terms of Service.

1.1.2 To access and use certain portions of the Site and the Site Services, you must register for an Account. Subject to the Site Terms of Use, certain portions of the Site are available to Site Visitors, including those portions before your Account registration is accepted. DroneClub reserves the right to decline a registration to join DroneClub or to add an Account of any type (i.e., as a Client or Freelancer), for any lawful reason, including supply and demand, cost to maintain data, or other business or qualifying considerations.

1.1.3 If you create an Account as an employee or agent on behalf of a company, you represent and warrant that you are authorised to enter into binding contracts, including the Terms of Service, on behalf of yourself and said company. Your privacy is important to DroneClub and your information will be handled in accordance with our Privacy Policy, which is part of the Terms of Service, and applicable law.

1.2 Account Eligibility

1.2.1 DroneClub offers the Site and Site Services for your business purposes and consumer use. To register for an Account or use the Site and Site Services, you must, and hereby represent that you;

a) are an employee or agent of and authorised to act for and bind an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation, limited liability company, or other entity); 

b) will use the Site and Site Services for business purposes; 

c) if a business, will comply with any licensing, registration, or other requirements with respect to your business, or the business for which you are acting, and the provision of Freelancer Services; AND 

d) are either a legal entity or an individual who is 18 years or older (or have otherwise reached the age of majority in the jurisdiction in which you conduct business) in each case who can form legally binding contracts.

1.3 Account Profile

1.3.1 To register for an Account to join the Site, you must complete a User profile (“Profile”), which you consent to be shown to other Users and the public.

1.3.2 You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. 

1.3.3 You agree not to provide any false or misleading information about your identity or location, your business, your skills, or the services your business provides and to correct any such information that is or becomes false or misleading.

1.4 Account Types

As described in this Section, there are a number of different Account types. Once you register for one Account type, you may be permitted to switch to other Account types under the same username and password, but herby note that in doing so your data may be lost. 

For example, if you already have a Freelancer Account (defined below), you may swap to a Client Account (defined below) as a separate account type in settings without re-registering, but that upon switching your account, you may lose all the changes affected to your profile, projects, and/or your current package. Default settings like Name, Profile image and banner, your location, your favourites may remain the same.

1.4.1 CLIENT ACCOUNT. You can register for an Account or add an Account type to use the Site and Site Services as a Client (a “Client Account”) as defined in our Site Terms.

1.4.2 FREELANCER ACCOUNT. You can register for an Account or add an Account type to use the Site and Site Services as a Freelancer (a “Freelancer Account”) as defined in our Site Terms.

1.4.3 MULTIPLE ACCOUNT TYPINGS. You hereby agree not to have, or register for more than, one Account of each Account typing without express, written permission from us. We furthermore hereby reserve the right to revoke the privileges of the Account, or access to/use of the Site or Site Services, and those of any and all linked Accounts without warning if, in our sole discretion, if false or misleading information has been provided in creating, marketing, or maintaining your Profile or Account. 

1.5 Account Permissions

1.5.1 You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit, except that an authorised employee or agent may create an Account on behalf of your business. By granting other Users access to your Account, you represent and warrant that;

a) the User is authorised to act on your behalf; AND

b) you are fully responsible and liable for the User’s acts and omissions, including for obligations and liabilities relating to making payments and entering into Service Contracts and the Terms of Service. 

1.5.2 If any such User violates the Terms of Service, it may affect your ability to use the Site and Site Services. Upon closure of an Account, DroneClub may close any or all related accounts.

1.6 Account Transference

1.6.1 You agree not to request, assign or permit any person or legal entity to, purchase, receive or rent an existing account belonging to you.  

1.6.2 Any and all transferences of existing accounts are prohibited unless specifically authorised by DroneClub, directly and in writing.  

1.6.3 If any such User violates these terms of transference, it may affect your ability to use the Site and Site Services. Upon receipt of notification of unauthorised transference, DroneClub may close any or all related accounts owned by you or your affiliates, including but not necessarily limited to Freelance Teams.

1.7 Identity and Location Verification

1.7.1 When you register for an Account and from time to time thereafter, your Account may be subject to verification procedures, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, and your ability to act on behalf of your business whilst using the DroneClub. 

1.7.2 You hereby authorise DroneClub, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your email address or financial accounts, subject to the applicable laws. 

1.7.3 When requested, you must in a timely manner provide us with complete information about yourself and your business, which may include, but is not necessarily limited to, providing official governmental or legal documentation. During the verification procedure some of your Account features may be temporarily limited. When verification is successfully completed, Account features, and accessibility thereto will be restored.

1.8 Usernames and Passwords

1.8.1 Each person who uses the Site must register for their own Account. When you register for an Account, you will be asked to choose a username and password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your username and password. 

1.8.2 You agree not to share your username or password with any person, and, if you are a legal entity who is not a natural person, to only share your username and password with a person(s) who are authorised to use your Account. 

1.8.3 You authorise DroneClub to assume that any person using the Site with your username and password/account credentials, either is you or is authorised to act for you. 

1.8.4 You agree to notify us immediately if you suspect or become aware of any unauthorised use of your Account or any unauthorised access to the login credentials for any Account. 

1.8.5 You further agree not to use the Account or log in with the username and password of another User of the Site if;

a) you are not authorised to do so; OR 

b) credential use would violate our Terms of Service.

2. Purpose of DRONECLUB

Section 2 discusses what DroneClub does and does not do when providing the Site and Site Services and some of your responsibilities when using the Site to find or enter into a Service Contract with a Freelancer or Client, as detailed below.

The Site is a marketplace where Clients and Freelancers can identify each other and advertise, buy, and sell Freelancer Services. Subject to the Terms of Service, DroneClub provides Site Services to Users, including hosting and maintaining the Site, facilitating the formation of Service Contracts, and assisting Users in resolving disputes which may arise in connection with those Service Contracts. When a User enters a Service Contract, the User uses the Site to invoice and pay any amounts owed under the Service Contract.

2.1 Relationship with DRONECLUB

2.1.1 DroneClub acts in an advertising capacity, and makes the Site and Site Services available to enable Freelancers and Clients to find and transact directly with each other. DroneClub does not introduce Freelancers to Clients, directly source Projects for Freelancers, or directly source Freelancers for Clients. Through the Site and Site Services, Freelancers may be notified of Clients that may be seeking the services they offer, and Clients may be notified of Freelancers that may offer the services they seek; at all times, however, Users are solely responsible for evaluating and determining the suitability of any Project, Client or Freelancer on their own. If Users decide to enter into a Service Contract, the Service Contract is directly between the Users and the DroneClub is not a party to that Service Contract.

2.1.2 You acknowledge, agree, and understand that DroneClub is not a party to the relationship or any dealings between a Client and Freelancer. Without limitation, Users are solely responsible for;

a) ensuring the accuracy and legality of any User Content on their own volition; 

b) determining the suitability of other Users for a Service Contract (such as any interviews, vetting, background checks, or similar actions); 

c) negotiating, agreeing to, and executing any terms or conditions of Service Contracts;

d) performing Freelancer Services; AND/OR

e) paying for Freelancer Services. You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into a Service Contract with another User and for verifying any information about another User, including Composite Information(defined in our Terms of Use). 

2.1.3 DroneClub does not make any representations about or guarantee of the truth or accuracy of any Freelancer’s or Client’s listings, or any other User Content on the Site; does not verify any feedback or information provided by Users about Freelancers or Clients; and does not perform background checks on or guarantee the work of Freelancers or Clients. 

2.1.4 You hereby acknowledge, agree, and understand that DroneClub does not, in any way, supervise, direct, control, or evaluate Freelancers or their work and is not responsible for any Project, Project terms or Work Product.

2.1.5 Furthermore, DroneClub makes no representations about and does not guarantee, and you agree not to hold DroneClub responsible for, the quality, safety, or legality of Freelancer Services; the qualifications, background, or identities of Users; the ability of Freelancers to deliver Freelancer Services; the ability of Clients to pay for Freelancer Services; User Content and statements or posts made by Users; or the ability or willingness of a Client or Freelancer to actually complete a transaction. Whilst the DroneClub may provide certain badges on Freelancer or Client profiles, such badges are not a guarantee, warranty, or illustration of quality or ability or willingness of the badged Freelancer or Client to complete a Service Contract and is not a guarantee of any kind, including, the quality of Freelancer Services or Client Project.

2.1.6 You also hereby acknowledge, agree, and understand that Freelancers are solely responsible for determining, and have the sole right to determine, which Projects to accept; the time, place, manner, and means of providing any Freelancer Services; the type of services they provide; and the price they charge for their services or how that pricing is determined or set.

2.1.7 You further acknowledge, agree, and understand that;

a) you are not an employee of DroneClub, and you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance); 

b) DroneClub will not have any liability or obligations, including under or related to Service Contracts and/or Freelancer Services for any acts or omissions by you or other Users; 

c) DroneClub does not, in any way, supervise, direct, or control any Freelancer or Freelancer Services; does not impose quality standards or a deadline for completion of any Freelancer Services; and does not dictate the performance, methods or process Freelancer uses to perform services; 

d) a Freelancer is free to determine when and if to perform Freelancer Services, including the days worked and time periods of work, and DroneClub does not set or have any control over Freelancer’s pricing, work hours, work schedules, or work location, nor is DroneClub involved in any other way in determining the nature and amount of any compensation that may be charged by or paid to Freelancer for a Project; 

e) a Freelancer will be paid at such times and amounts as agreed with a Client in a given Service Contract, and DroneClub does not, in any way, provide or guarantee Freelancer a regular salary or any minimum, regular payment; 

f) DroneClub does not provide Freelancers with training or any equipment, labour, tools, or materials related to any Service Contract; 

g) DroneClub does not provide the premises at which Freelancers will perform the work. Freelancers are free to use subcontractors or employees to perform Freelancer Services and may delegate work on fixed-price contracts or by agreeing with their Clients to have hourly contracts for Freelancer’s subcontractor(s) or employee(s); AND

h) DroneClub does not provide shipping services for any physical Work Product. 

2.1.8 If a Freelancer uses subcontractors or employees, a Freelancer further agrees and acknowledges that this Section applies to DroneClub’s relationship, if any, with Freelancer’s subcontractors and employees as well and Freelancer is solely responsible for Freelancer’s subcontractors and employees.

2.1.9 Nothing in this Agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) any User from engaging in any other business activities or providing any services through any other channels they choose. Users are free at all times to engage in such other business activities and services and are encouraged to do so.

2.2 Taxes and Benefits

2.2.1 Freelancer acknowledges and agrees that a Freelancer is solely responsible;

a) for any and all tax liability arising from payments received from a Freelancer’s Clients found through the DroneClub, and that DroneClub will not withhold any taxes from payments to Freelancer; 

b) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that Freelancer is not covered by or eligible for any insurance from DroneClub; 

c) for determining whether Freelancer is required by applicable law to issue any particular invoices for the Freelancer Fees and for issuing any invoices so required; 

d) for determining whether Freelancer is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Freelancer Fees and remitting any such taxes or charges to the appropriate authorities, as appropriate; AND 

e) if outside of the United Kingdom, for determining if DroneClub is required by applicable law to withhold any amount of the Freelancer Fees and for notifying DroneClub of any such requirement and indemnifying DroneClub for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). 

2.2.2 In the event of an audit of the DroneClub, a Freelancer agrees to promptly cooperate with the DroneClub via direct request, and provide copies of Freelancer’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Freelancer is engaging in an independent business as represented to DroneClub.

2.3 Marketplace Feedback and User Content

2.3.1 You hereby acknowledge and agree that Users publish and request that the DroneClub publish on their behalf information on the Site about the User, such as feedback, composite feedback, geographical location, or verification of identity or credentials. However, such information is based solely on unverified data that Freelancers or Clients voluntarily submit to DroneClub and does not constitute and will not be construed as an introduction, endorsement, or recommendation by DroneClub; DroneClub provides such information solely for the convenience of Users.

2.3.2 You acknowledge and agree that User feedback benefits the marketplace, all site Users, and the efficiency of the Site, and that you may specifically request that DroneClub post composite or compiled feedback about Users, including yourself, on User Profiles and elsewhere on the Site. You acknowledge and agree that feedback results for you, including your Job Success Score, wherever referenced, and other User Content highlighted by DroneClub on the Site or otherwise (“Composite Information”), if any, may include User comments, User ratings, indicators regarding User satisfaction, and other feedback left exclusively by other Users. 

2.3.3 You further acknowledge and agree that DroneClub may make Composite Information available to other Users, including composite or compiled feedback. DroneClub provides its feedback system as a means through which Users can share their opinions of other Users publicly, and DroneClub does not monitor, influence, contribute to or censor these opinions. 

2.3.4 You acknowledge and agree that posted composite or compiled feedback and any other Composite Information relates only to the business advertised in the Profile and not to any individual person. 

2.3.5 You agree not to use the Composite Information to make any employment, credit, credit valuation, underwriting, or other similar decision about any other User.

2.3.6 DroneClub does not generally investigate any remarks posted by Users or other User Content for accuracy or reliability and does not guarantee the accuracy of User Content. You are solely responsible for the User Content you provide, including the accuracy of any said User Content, and are solely responsible for any legal action that may be instituted by other Users or third parties as a direct result of, or in connection with, the User Content you submit for publishing. 

2.3.7 DroneClub is not legally responsible for any feedback or comments posted or made available on the Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable. 

2.3.8 In order to protect the integrity of the feedback system and protect Users from abuse, DroneClub reserves the right (but is under no obligation to) remove posted feedback or information that, in DroneClub’s sole judgment, violates the Terms of Service or negatively affects our marketplace, diminishes the integrity of the feedback system or otherwise is inconsistent with the business interests of DroneClub. 

2.3.9 You acknowledge and agree that you will notify DroneClub of any error or inaccurate statement in your feedback results, including the Composite Information, and that if you do not do so, DroneClub may rely on the accuracy of such information.

3. Contractual Relationship between CLIENT and FREELANCER

Section 3 discusses the relationship you may decide to enter into with another User, including Service Contracts between Users, as detailed below.

3.1 Service Contracts

3.1.1 If a Client and Freelancer decide to enter into a Service Contract, the Service Contract is a contractual relationship directly between the Client and Freelancer. 

3.1.2 Client and Freelancer have complete discretion both with regard to whether to enter into a Service Contract with each other and with regard to the terms of any Service Contract. You acknowledge, agree, and understand that DroneClub is not a party to any Service Contract, and that the formation of a Service Contract between Users will not, under any circumstance, create an employment or other service relationship between DroneClub and any User or a partnership with, in or joint venture between, DroneClub and any User.

3.1.3 With respect to any Service Contract, Clients and Freelancers may enter into any written agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.) provided that any such agreements do not conflict with, narrow, or expand DroneClub’s rights and obligations under the Terms of Service, including this Agreement and the applicable payment instructions. 

3.1.4 The parties to a Service Contract can, if the parties prefer, agree to the Optional Service Contract Terms in whole or in part, in addition to, or in lieu of, other such agreements. Only to the extent that they have not entered into another agreement or terms with respect to a Service Contract, the parties to a Service Contract agree that the Optional Service Contract Terms apply to their Service Contract.

3.1.5 The Optional Service Contract Terms are provided as a sample only and may not be appropriate for all jurisdictions or all contractual relationships. Users are responsible for complying with any local requirements, including applicable laws, rules, and regulations in force. 

3.1.6 The DroneClub does not assume any responsibility for any consequence of using the Optional Service Contract Terms. 

3.1.7 The Optional Service Contract Terms are not intended to and do not; 

a) constitute legal advice;

b) create an attorney-client relationship, OR 

c) constitute advertising, or a solicitation of any type.

3.1.7 Each situation is highly fact-specific and requirements vary by situation and jurisdiction and therefore any party should seek legal advice from a licensed attorney in the relevant jurisdictions. DroneClub expressly disclaims any and all liability with respect to actions or omissions based on the Optional Service Contract Terms.

3.2 Disputes amongst Users

3.2.1 For disputes arising between Clients and Freelancers, you agree to abide by the dispute process that is explained in, and that apply to, your particular Service Contract. If the dispute process does not resolve your dispute, you may pursue your dispute independently, but you acknowledge and agree that DroneClub will not and is not obligated to provide any dispute assistance beyond what is provided in the any warranty made herein, or as outlined in our Terms of Service.

3.2.2 If Freelancer or Client intends to obtain any order or instruction from any arbitrator or presiding court that might direct DroneClub, or the Affiliates thereof, to take, or refrain from taking, any action with respect to payments for services rendered, that party will;

a) give DroneClub at least 5 (five) business days’ prior notice of the hearing; 

b) include in any such notification of order a provision that, as a precondition to obligation affecting DroneClub, be paid in full or in part any amounts to which we would otherwise be entitled; AND 

c) be paid for the reasonable value of the services to be rendered pursuant to such order or notification.

3.3 Confidential Information

3.3.1 Users may agree to any terms they deem appropriate with respect to confidentiality, including those set forth in the Optional Service Contract Terms. If and to the extent that the Users do not articulate any different agreement with regard to confidentiality, then it shall be assumed that said Users agree that this Section 3.3 (Confidential Information) apply by default. 

3.3.2 To the extent a User provides Confidential Information to the other, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care as provided under the laws and regulations operating in the United Kingdom. 

3.3.3 On a User’s direct, written request, the party that is in receipt of any and all Confidential Information will promptly destroy or return the disclosing party’s Confidential Information, and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control.

4. DRONECLUB Fees

Section 4 describes what fees you agree to pay to Droneclub in exchange for Droneclub providing the Site and Site Services to you and what taxes DroneClub may collect, as detailed below.

4.1 Fees for FREELANCERS

4.1.1 Service Fees. Freelancers will pay DroneClub a service fee for the use of the Site Services as set forth in the Direct Contract Terms, for using the Site Services, including the communication, invoicing, reporting, dispute resolution and payment services. The Service Fees (to use the Site Services) are paid solely by Freelancer. 

4.1.1.1 When a Client pays a Freelancer for a Project or when funds related to a Project are otherwise released to a Freelancer as required by the applicable payment Instructions (See Section 6), DroneClub will credit the Freelancer Account for the full amount paid or released by the Client, and then subtract and disburse to DroneClub the Service Fee. 

4.1.1.2 Freelancer hereby irrevocably authorises and instructs DroneClub to deduct the Service Fee from the Freelancer Account and pay DroneClub on Freelancer’s behalf.

4.1.1.3 In the event the Freelancer chooses to withdraw funds in a currency other than Great British Pounds, there may also be a foreign currency conversion charge imposed by DroneClub or an affiliate and the rate may differ from rates that are in effect on the date of the payment and you may be able to obtain a better rate from your bank or financial institution.

4.1.2 Membership Fees and Credits. Freelancers may subscribe to different levels of participation and privileges on the Site to access additional features and Site Service, by payment of subscription membership fees and by purchasing “Credits” as described in and subject to the terms of the Terms of Use.

4.1.3 Disbursement Fees. Freelancers will pay DroneClub a disbursement fee for remitting payments via their preferred payment method (“Disbursement Fee”). The Disbursement Fee is paid to DroneClub in consideration of costs incurred and administration of disbursements via the disbursement method requested by Freelancer and varies by disbursement method. 

4.1.3.1 The Disbursement Fee for each disbursement method is listed under Fee Schedule on the Site as revised from time to time.

4.1.3.2 In addition to fees charged by DroneClub, your disbursement method may also charge activation, maintenance, or other account fees as and where applicable.

4.2 CLIENT Fees

4.2.1 Clients pay DroneClub a fee for payment processing and administration related to the Freelancer Fees they pay to Freelancers they engage through the Site, as described in the Fee Schedule. 

4.2.2 Clients may also choose to pay for a premium membership plan to access additional features and Site Services, as described in the Fee Schedule.

4.3 VAT and other Taxes

4.3.1 DroneClub may be required by applicable law to collect taxes or levies including, without limitation, withholding income tax or VAT (while some countries may refer to VAT using other terms, e.g. GST, we’ll just refer to VAT, GST and any local sales taxes collectively as “VAT”) in the jurisdiction of the Freelancer (the “Taxes“). 

4.3.2 In such instances, any amounts DroneClub is required to collect or withhold for the payment of any such Taxes shall be collected in addition to the fees owed to DroneClub under the Terms of Service.

4.4 No Fee for Introducing or Finding Projects

4.4.1 DroneClub does not introduce Clients to Freelancers and does not help Freelancers secure Projects. DroneClub merely makes the Site and Site Services available to enable Freelancers to do so themselves and may from time to time highlight Projects that may be of interest, or directly relevant to a Client’s common search parameters. 

4.4.2 Therefore, DroneClub does not charge a fee when a Freelancer finds a suitable Client or finds a Project. In addition, DroneClub does not charge any fee or dues for posting public feedback and composite or compiled feedback, including Composite Information.

5. Payment Terms & Services

Section 5 discusses your agreement to pay Freelancer Service Fees on Service Contracts, and describes how DroneClub’s payment model work, what happens if a Client doesn’t pay, and related topics, as detailed below.

5.1 Direct Payment Services

5.1.1 DroneClub provides direct payment services to Users to deliver, hold, and/or receive payment for a Project, and to pay fees due directly to DroneClub (“Direct Payment Services”) as defined in our Fee Schedule.

5.2 Direct Payment Instructions

5.2.1 DroneClub’s Direct Payment Services uses and releases funds to their Users  only in accordance with this Agreement and this Section 5, regarding the applicable Direct Payment Instructions. 

5.2.2 DroneClub Direct Payment Services has fully delivered Direct Payment Services to you as far as the DroneClub Direct Payment Instructions here provides, and under the terms here described. 

5.2.3 DroneClub Direct Payment Services is only obligated to perform those activites expressly described in this Agreement, and in accordance with applicable Direct Payment Instructions. 

5.2.4 If you authorise or instruct the DroneClub Direct Payment Services to release or make a payment of funds from a bank account associated with you or your direct affiliates, you accept that the DroneClub Direct Payment Services may release or transfer those funds as instructed in sole reliance on your authorisation, alongside this Agreement, or as required by any applicable laws/regulations.

5.2.5 Fixed-Price Projects. If Users choose fixed-price compensation, then the Users agree that they will be bound by, and DroneClub’s Direct Payment Services will follow the Fixed Price Payment Instructions.

5.2.6 Long-Term Projects, Bonus Payments, or Expense Payments. If Users choose compensation by schedule, and/or if the Client makes bonus or expense payments, then the Users agree that they will be bound by, and DroneClub’s Direct Payment Services will follow, the terms as set forth in the Fee Schedule.

5.2.7 Direct Contracts. If Users enter into a Direct Contract, then the Users agree that they will be bound by, and DroneClub’ Direct Payment Services will follow, the terms as set forth in the Direct Contract Instructions.

5.3 Terms

5.3.1 These Payments Terms (“Payments Terms”) constitute a binding legal agreement between you and Droneclub.me that govern the Droneclub’s Direct Payment Services (defined below) conducted through or in connection with the Droneclub Platform. When these Payments Terms mention “Droneclub’s Direct Payment Services,” “we,” “us,” or “our,” it refers to Droneclub’s Direct Payments Services (“Droneclub Direct Payment Services”).

5.3.1.1 Droneclub Direct Payment Services provides payments services to those members publishing and offering freelance services, and those services in connection with drone piloting. These payment services may include (if available) the following (collectively, “Payment Services”):

a) Collecting payments from Users (“Payin”), by charging the payment method associated with their User account, such as credit card, debit card, bank account or PayPal account (“Payment Method”);

b) Effecting payments to Service Providers (“Payout”) to a financial instrument associated with their Droneclub account, such as a PayPal account, bank account, direct deposit, a prepaid card, or a debit card (“Payout Method”);

c)Effecting payments to a third-party Payout Method designated by a hosting agent;

d) Payment collection services; and

e) Other payment related services in connection with Service and Drone [UAV] Product Providers.

5.3.1.2 In order to use the Payment Services, you must be at least 18 years old, must have a DroneClub account in good standing in accordance with the DroneClub’s Terms of Use (“Terms”), and must keep your payment and personal information accurate and complete.

5.3.1.3 If you change your country of residence, the DroneClub company you contract with and the applicable version of the Payment Terms will be determined by your new country of residence from the date on which your country of residence changes. Please note, however, that the DroneClub Payments company with whom you contract will stay the same for all service bookings or reservations made prior to your change of residence.

5.3.1.4 The Terms of Use separately govern your use of the DroneClub Platform. If you see an undefined term in these Payment Terms, it has the same definition as in the Terms of Use.

5.3.2 Your use of the Direct Payment Services

5.3.2.1 Use of DroneClub Direct Payment Services. By using the Payments Services, you agree to comply with these Payment Terms. DroneClub Direct Payment Services may temporarily limit or suspend your access to or use of the Payment Services, or its features, to carry out maintenance measures that ensure the proper functioning of the Payment Services. DroneClub Direct Payment Services may improve, enhance and modify the Payment Services and introduce new Payment Services from time to time. DroneClub Direct Payment Services will provide notice to Members of any changes to the Payment Services, unless such changes do not materially increase the Members’ contractual obligations or decrease the Members’ rights under these Payments Terms.

5.3.2.2 Third Party Services. The Payment Services may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services are subject to different terms of service and privacy policies, and Members should review them. DroneClub Direct Payment Services is not responsible or liable for the use of such Third-Party Services. Links to any Third-Party Services are not an endorsement by DroneClub Direct Payment Services of those Third-Party Services.

5.3.2.3 Your DroneClub Account. DroneClub Direct Payment Services may enable features that allow you to authorise other Members or third parties to take certain actions that affect your DroneClub account. You may authorise a third party to use your DroneClub account in accordance with the terms and guidelines as found within this, our User Agreement. You acknowledge and agree that anyone you authorise to use your DroneClub account may use the Payment Services for, and on your behalf, and that you will be responsible for any payments made or received by such person.

5.3.2.4 Verification. You authorise DroneClub Direct Payment Services, directly or through third party agreements, to make any inquiries we consider necessary to verify your identity and in accordance with our User Agreement. This may include;

a) screening you against third-party databases or other sources;

b) requesting reports from service providers;

c) asking you to provide a form of government identification (e.g., driver’s license or passport), your date of birth, your address, and other information; OR

d) requiring you to take steps to confirm ownership of your email address, Payment Method(s) or Payout Method(s).

DroneClub Direct Payment Services reserves the right to terminate, suspend, or limit access to the Payment Services in the event we are unable to obtain or verify any of this information.

5.3.2.5 Additional Terms. Your access to or use of certain DroneClub Direct Payment Services may be subject to, or require you to accept, additional terms and conditions. If there is a conflict between these Payments Terms and terms and conditions applicable to a specific Payment Service, the latter terms and conditions will take precedence with respect to your use of or access to that Payment Service, unless specified otherwise.

5.3.3 ‘Client’ Terms

5.3.3.1 Adding a Payment Method. When you add a Payment Method to your DroneClub account, you will be asked to provide billing information such as name, billing address, and financial instrument information either to DroneClub Direct Payment Services or its third-party payment processor(s). You authorise DroneClub Direct Payment Services and its payment service providers to collect and store your Payment Method information.

5.3.3.2 Payment Method Verification. When you add or use a new Payment Method, DroneClub Direct Payment Services may verify the Payment Method by; a) authorising your Payment Method for one or two nominal amounts via a payment service provider, and asking you to confirm those amounts, or (ii) requiring you to upload a billing statement. We may, and retain the right to, initiate refunds of these amounts from your Payment Method. When you add a Payment Method during checkout, we will automatically save and add that Payment Method to your DroneClub account so it can be used for a future transaction. You can remove the Payment Method from your DroneClub account as long as it is not associated with an active or future reservation.

5.3.3.3 Payment Authorisation. You allow DroneClub Direct Payment Services to charge your Payment Method (including charging more than one payment method), either directly or indirectly, for all fees due (including any applicable taxes) in connection with your DroneCub account.

5.3.3.4 Automatic Update of Payment Method. If your Payment Method’s account information changes (e.g., account number, routing number, expiration date) as a result of re-issuance or otherwise, we may acquire that information from our financial services partners or your bank and automatically update your Payment Method on record with Droneclub.me .

5.3.3.5 Timing of Payment. DroneClub Direct Payment Services Payments generally charges the Total Price due after the Freelancer accepts your service request. However, if you pay with a push Payment Method, DroneClub Direct Payment Services will collect the Total Price due at the time of your booking request or after the Freelancer accepts your service request. DroneClub Direct Payment Services may offer alternative options for the timing and manner of payment. Any additional fees for using those alternative payment options will be displayed via the DroneClub Platform and included in the Total Price, and you agree to pay such fees by selecting the payment option. Additional terms and conditions may apply for the use of an alternative payment option. If DroneClub Direct Payment Services is unable to collect the Total Price due, as scheduled, DroneClub Direct Payment Services will collect the Total Price due at a later point in accordance with Section 6.3. Once the payment for your requested service booking is successfully completed, you will receive a confirmation email.

5.3.3.6 Currency. DroneClub Direct Payment Services will process each transaction in GBP (Great British Pounds). The currencies available to make payments are limited for regulatory or operational reasons based on factors such as your selected Payment Method, your country of residence and/or your DroneClub Direct Payment Services contracting entity(ies). Any such limitations will be communicated via the DroneClub Platform, and you will be automatically directed to use the GBP currency as a standard payment currency. Note that if your DroneClub Direct Payment Services contracting entity’s location is different than the country of your Payment Method or your selected currency is different than your Payment Method’s billing currency, your payment may be processed outside of your country of residence. As a result, certain fees may apply and the amount listed on your card statement may be different from the amount shown at checkout. 

For example, if you make a booking using a U.S. issued card, but are directed to select GBP as your payment currency, your payment may be processed outside the U.K, and banks and credit card companies may impose international transaction fees and foreign exchange fees. 

In addition, if you select to pay with a currency that is different than your Payment Method’s billing currency, your bank or credit card company may convert the payment amount to your billing currency associated with your Payment Method, based on an exchange rate and fee amount determined solely by your bank. 

5.3.3.7 DroneClub Direct Payment Services is not responsible for any such fees and disclaims all liability in this regard. Please contact your bank or credit card company if you have any questions about these fees or the applicable exchange rate.

5.3.3.8 Service Request Status. If a requested service booking is declined either because it is not accepted by the Service Provider or you cancel the service booking request before it is accepted by the Service Provider, any amounts collected by DroneClub Direct Payment Services will be refunded to you, and any pre-authorisation of your Payment Method will be released (if applicable). The timing to receive the refund or for the pre-authorisation to be released will vary based on the Payment Method and any applicable payment system (e.g., Visa, MasterCard, etc.) rules & governing regulations.

5.3.3.9 Payment Restrictions. DroneClub Direct Payment Services reserves the right to decline or limit payments that we believe

a) may violate DroneClub Direct Payment Services’ risk management policies or procedures,

b) may violate these Payments Terms or our Terms of Use,

c) are unauthorised, fraudulent or illegal; OR

d) expose you, DroneClub, DroneClub Direct Payment Services, or other affiliate partners to risks unacceptable to DroneClub Direct Payment Services.

5.3.3.10 Payment Service Providers. Payment Methods may involve the use of third-party payment service providers. These payment service providers may charge you additional fees when processing payments in connection with the Payment Services, and DroneClub Direct Payment Services is not responsible for any such fees and disclaims all liability in this regard. Your Payment Method may also be subject to additional terms of use. Please review them before using your Payment Method.

DroneClub Direct Payment Services is not responsible for any loss suffered by you as a result of incorrect Payment Method information provided by you.

5.3.4 Different Ways to Pay

5.3.4.1 Payment Plan. DroneClub Direct Payment Services may make available to Clients the option to pay a portion of the service booking’s Total Price at the time of booking and pay the remainder of the Total Price at a later time (“Payment Plan”). Availability of this option may depend on the Service Listing Type and/or Payment Method.

5.3.4.2 If you choose a Payment Plan, the DroneClub Direct Payment Services will notify you on the date of operation for the service to be provided of the amount, currency and schedule of the payments due. On the following payments due date, DroneClub Direct Payment Services will automatically charge the original Payment Method you used to make the service booking.

5.3.4.3 If you make a modification to a service booking made with a Payment Plan, DroneClub Direct Payment Services will notify you of the revised payment schedule, as applicable. If the modification increases your Total Price, you may be required to make an additional partial payment of the new Total Price at the time of the modification.

5.3.4.4 You agree that by selecting a Payment Plan, you may not be able to pay for the booking with a different Payment Method or pursuant to a different payment schedule.

5.3.4.5 If DroneClub Direct Payment Services is unable to collect your payment, DroneClub Direct Payment Services will notify both you and the Freelancer of such declined payment, and require you to complete the payment using an alternative Payment Method within 72 hours of the notice. If you fail to complete the payment, you authorise DroneClub to cancel the remainder of the service booking on your behalf. If the service booking is canceled, you will be refunded based on the Freelancers’s cancellation policy. You acknowledge that you may incur fees for cancellations pursuant to the Freelancer’s cancellation policy.

5.3.5 Recurring Payments

5.3.5.1 For certain bookings (such as for Freelancer bookings of twenty-eight (28) days service or more), DroneClub Direct Payment Services may require a Client to make recurring, incremental payments toward the Total Price owed (“Recurring Payments”). More information on Recurring Payments (including the amount and the frequency of payments) will be made available via the DroneClub Platform if applicable to a service booking.

5.3.5.2 If Recurring Payments apply to a confirmed booking, then the User authorises DroneClub Direct Payment Services to collect the Total Price due.

5.3.5.3 Clients may stop a Recurring Payment by notifying DroneClub Direct Payment Services directly, and in writing, at least three (3) business days before the scheduled date of the payment. Oral notifications of cancellation will be accepted at the DroneClub Direct Payment Services’ discretion, and on a case by case basis.If accepted, DroneClub Direct Payment Services may require you to give written confirmation of a stop-payment order within fourteen (14) days of an oral notification. If you fail to provide written confirmation within those fourteen (14) days, DroneClub Direct Payment Services is not obligated to honour your request to stop any future Recurring Payments. If you have any questions regarding your Recurring Payments, please contact DroneClub Direct Payment Services. 

5.3.6 Freelancer Terms

5.3.6.1 Payment Collection. DroneClub Direct Payment Services generally collects the Total Price of a service booking at the time the Client’s booking request is accepted by the Freelancer, unless noted otherwise.

5.3.6.2 Ad Listings Payment Collection. DroneClub Direct Payment Services generally collects the price of a service ad listing at the time in which a listing is posted and, via pre-paid credit system, and at those rates specified in our Schedule of Fees.  

5.3.7 Adding a Payout Method

5.3.7.1 In order to receive a Payout you must have a valid Payout Method linked to your DroneClub account. When you add a Payout Method to your DroneClub account, you will be asked to provide billing information such as name, billing address, and financial instrument information either to DroneClub Direct Payment Services or its third-party payment processor(s). 

5.3.7.2 Depending on the Payout Method selected additional information may be required, such as: residential address, name on the account, account type, routing number, account number, email address, payout currency, identification number and account information associated with a particular payment processor. 

5.3.7.3 You hereby authorise DroneClub Direct Payment Services to collect and store your billing information and financial instrument information. DroneClub Direct Payment Services may also share your information with governmental authorities as required by applicable law and in accordance with our Terms of Use.

5.3.8 Timing of Payout

5.3.8.1 Subject to and conditional upon successful receipt of the payments from a User, DroneClub Direct Payment Services will generally initiate Payouts to your selected Payout Method;

a) within 24 hours of receiving said payment from a Client; 

b) for service bookings of twenty-eight (28) days or more, DroneClub Direct Payment Services will generally initiate the first payout within 24 hours after the Service’s scheduled start-date, and will initiate future milestone payouts as per your specific Service Contract Terms; AND 

c) for all other Drone Services, at the time specified via the DroneClub Platform. 

5.3.8.2 DroneClub Direct Payment Services may offer you a different Payout time or trigger for payment, which may be subject to additional terms and conditions. The time it takes to receive Payouts once released by DroneClub Direct Payment Servicesmay depend upon the Payout Method you select.

5.3.9 Payout

5.3.9.1 Your Payout for a booking will be the Total Price less applicable fees like DroneClub service fees and applicable taxes as referred to in our Terms of Use. In the event of cancellation of a confirmed booking, DroneClub Direct Payment Services will remit the amount you are due (if any) as provided in the Terms of Use and applicable cancellation policy with the Client.

5.3.10 Payout Restrictions

5.3.10.1 DroneClub Direct Payment Services may temporarily place a hold, suspend, or cancel any Payout for purposes of preventing unlawful activity or fraud, risk assessment, security, or completing an investigation; or if we are unable to verify your identity. 

5.3.10.2 Furthermore, DroneClub Direct Payment Services may temporarily place a hold on, suspend, or delay initiating or processing any Payout due to you under the Terms of Use as a result of high volume of service booking cancellations or modifications arising from a Force Majeure Event (as defined below).

5.3.11 Currency Conversion.

5.3.11.1 DroneClub Direct Payment Services will remit your Payouts in GBP via the DroneClub Platform or through it’s direct affiliates. 

5.3.11.2 The currencies available are limited for regulatory or operational reasons based on factors such as your selected Payout Method, your country of residence, and/or your DroneClub’s contracting entity(ies). 

5.3.11.3 Any such limitations will be communicated via the DroneClub Platform, and within our Terms of Use. Note that payment service providers may impose transaction, currency conversion or other fees based on the currency or Payout Method you select, and DroneClub Direct Payment Services is not responsible for any such fees and disclaims all liability in this regard.

5.3.12 Limits on Payouts

5.3.12.1 For compliance or operational reasons, DroneClub Direct Payment Services may limit the amount of a Payout or stage Payouts into regular increments. If you are due an amount above that limit, DroneClub Direct Payment Services may make a series of Payouts (potentially over multiple days) in order to provide your full Payout amount. The limit assigned is £ 5,000 (GBP) per day. 

5.3.13 Payment Service Providers

5.3.13.1 Payout Methods may involve the use of third-party payment service providers. These service providers may charge you additional fees when processing Payouts in connection with the Payment Services (including deducting charges from the Payout amount), and DroneClub Direct Payment Services is not responsible for any such fees and disclaims all liability in this regard. 

5.3.13.2 Your Payout Method may also be subject to additional terms of use. Please review them before using your Payout Method.

5.3.14 Your Payout Method, Your Responsibility

5.3.14.1 DroneClub Direct Payment Services is not responsible for any loss suffered by you as a result of incorrect Payout Method information provided by you.

5.4 Different Ways to get Paid

5.4.1 Split Payouts

5.4.1.1 If you provide Services jointly with one or more other Service Providers as part of a team, business or other organisation (“Freelance Team”), DroneClub may make available to such Clients the option to allocate between the members of the Freelance Team the total Service Payout for a booking. 

5.4.1.2 DroneClub Direct Payment Services will execute such payments at the instruction of one or more members of the Freelance Team and is not responsible for any losses related to errors or omissions made by either one or all the Service Freelancers in providing such payment instructions.

5.4.2 Appointment of DroneClub Direct Payment Services as Limited Payment Collection Agent.

5.4.2.1 Each Freelancer, including each Freelance Team member (whereby applicable), hereby appoints DroneClub Direct Payment Services as the Freelancer’s payment collection agent solely for the limited purpose of accepting and processing funds from Clients purchasing Services on the Client’s behalf.

5.4.2.2 Each Freelancer, including each Freelance Team member, agrees that payment made by a Client through DroneClub Direct Payment Services, shall be considered the same as a payment made directly to the Freelancer, and the Freelancer will provide the Service booked by the Client in the agreed-upon manner as if the Freelancer has received the payment directly from the Client. 

5.4.2.3 Each Freelancer agrees that DroneClub Direct Payment Services may refund the Client in accordance with the Terms of Use

5.4.2.4 Each Freelancer understands that DroneClub Direct Payment Services’ obligation to pay the Freelancer is subject to and conditional upon successful receipt of the associated payments from Client. 

5.4.2.5 DroneClub Direct Payment Services guarantees payments to Freelancer(s) only for such amounts that have been successfully received by DroneClub Direct Payment Services from Clients in accordance with these Payments Terms. 

5.4.2.6 In accepting appointment as the limited payment collection agent of the Freelancer, DroneClub Direct Payment Services assumes no liability for any acts or omissions made by you as the Freelancer.

5.4.2.7 Each User acknowledges and agrees that, notwithstanding the fact that DroneClub Direct Payment Services is not a party to the agreement between you and the Freelancer(s), in accordance with our Terms of Use, and including each Freelance Team member, DroneClub Direct Payment Services acts as each Freelancer’s payment collection agent for the limited purpose of accepting payments from you on behalf of the Freelancer(s). 

5.4.2.8 Upon a Client’s payment of the funds to DroneClub Direct Payment Services, the Client’s payment obligation to the Freelancer(s) for the agreed upon amount is extinguished, and DroneClub Direct Payment Services is responsible for remitting the funds successfully received by DroneClub Direct Payment Services to the Freelancer(s) in the manner described in these Payments Terms. In the event that DroneClub Direct Payment Services does not remit any such amounts, the Freelancer(s) will have recourse only against DroneClub Direct Payment Services and not the Clients(s) directly assuming payment by the User has not been unjustifiably withheld for whatever reason.

5.5 General Terms

5.5.1 Fees

5.5.1.1 DroneClub Direct Payment Services may charge fees for use of certain Payment Services and any applicable fees will be disclosed to you in the Terms of Use or via the DroneClub Platform.

5.5.2 Payment Authorisations

5.5.2.1 You authorise DroneClub Direct Payment Services to collect from you amounts due pursuant to these Payment Terms and/or the Terms of Use by either;

a) charging the Payment Method associated with the relevant service booking;

b) any other Payment Method on file that you authorise in your DroneClub account (unless you have previously removed the authorisation to charge such Payment Method(s)); OR 

c) by withholding the amount from your future Payout. 

5.5.2.3 Specifically, you authorise DroneClub Direct Payment Services to collect from you;

a) Any amount due to DroneClub or DroneClub Direct Payment Services (e.g., as a result of your freelance service bookings, amendments and/or cancellations, or other purchase activities as a Client, Freelancer or general user of the DroneClub Platform), including reimbursement for costs prepaid by DroneClub or DroneClub Direct Payment Services on your behalf. Any funds collected by DroneClub Direct Payment Services will set off the amount owed by you to DroneClub or DroneClub Direct Payment Services and extinguish your obligation to DroneClub or DroneClub Direct Payment Services;

b) Any amount due to a Freelancer from a Client which DroneClub Direct Payment Services collects as the Freelancers’s payment collection agent as further set out in Section 5 above;

c) Taxes, where applicable and as set out in the Terms of Use.

d) Penalties payable under the Terms of Use, and/or any costs and expenses incurred in collecting the cancellation penalty. 

e) Any service fees or cancellation fees imposed pursuant to the Terms of Use (e.g., if, as a Freelancer, you cancel a confirmed booking with a Client).

f) Any amounts already paid to you as a Freelancer despite a Client cancelling a confirmed booking or DroneClub deciding that it is necessary to cancel a booking in accordance with the Terms of Use, or other applicable cancellation policy. You agree that in the event you have already been paid, DroneClub Direct Payment Services will be entitled to recover the amount of any such guest refund from you, including by subtracting such refund amount out from any future Payouts due to you.

5.5.2.4 In addition to any amount due as outlined above, if there are delinquent amounts or chargebacks associated with your Payment Method, you may be charged fees that are incidental to DroneClub Direct Payment Services collection of these delinquent amounts or administrative handling costs.

5.5.3 Collections

5.5.3.1 If DroneClub Direct Payment Services is unable to collect any amounts you owe under these Payments Terms, DroneClub Direct Payment Services may engage in collection efforts to recover such amounts from you.

5.5.3.2 DroneClub Direct Payment Services will deem any owed amounts overdue when; 

a) for authorised charges, fourteen (14) days have elapsed after DroneClub Direct Payment Services first attempts to charge your Payment Method or the associated services have been provided, whichever is later; AND

b) for withholdings from a Freelancer’s future Payouts, two hundred and seventy (270) days have elapsed after the adjustment is made to the Freelancer’s DroneClub account or the associated services have been provided, whichever is later.

5.5.3.3 DroneClub Direct Payment Services will deem any overdue amounts not collected to be in default when three hundred and sixty five (365) days have elapsed;

a) for authorised charges, after DroneClub Direct Payment Services first attempts to charge your Payment Method or the associated services have been provided, whichever is later; AND 

b) for withholdings from a Freelancer’s future Payouts, after the adjustment is made to the Freelancer’s DroneClub account or the associated services have been provided, whichever is later.

5.5.3.4 You hereby explicitly agree that all communications in relation to amounts owed will be made by electronic mail or by phone, as provided to Droneclub and/or DroneClub Direct Payment Services by you. Such communications may be made by DroneClub, DroneClub Direct Payment Services, or by anyone on their behalf, including but not limited to a third-party collection agent.

5.5.4 Payment Processing Errors

5.5.4.1 DroneClub Direct Payment Services will take the necessary steps to rectify any payment processing errors that we become aware of. 

5.5.4.2 These steps may include crediting or debiting (as appropriate) the original Payout Method or Payment Method used or selected by you, so that you end up receiving or paying the correct amount. 

5.5.4.3 Payment action may be performed by DroneClub Direct Payment Services or a third party such as your financial institution. 

5.5.4.4 We may also take steps to recover funds sent to you in error (including but not limited to an event of duplicate payments made to you due to a processing error), by reducing, setting off and/or debiting the amount of such funds from any future Payouts owed to you.

5.5.4.5 To the extent you receive any funds in error, you agree to immediately return such funds to DroneClub Direct Payment Services.

5.5.5 Refunds

5.5.5.1 Any refunds or credits due to a Client pursuant to the Terms of Use, will be initiated and remitted by DroneClub Direct Payment Services in accordance with these Payments Terms.

5.5.5.2 Subject to this Section 5.5.5.2, DroneClub Direct Payment Services will process refunds immediately, however, the timing to receive any refund will depend on the Payment Method and any applicable payment system (e.g., Visa, Mastercard, etc.) rules. In the event of a Force Majeure Event that may affect the processing and settlement of refunds, DroneClub Direct Payment Services will initiate and process the refund as soon as is practicable.

5.5.6 Sums Owed

5.5.6.1 If DroneClub Direct Payment Services holds funds due to you (e.g, because we are unable to issue you a Payout or refund) or you do not use a gift card or gift credit for the relevant period of time set forth by your state, country, or other governing body in its unclaimed property laws, we may process the funds due to you in accordance with our legal obligations.

5.6. Accepted Payment Methods

In order to use certain Site Services, a Client must provide account information for at least one valid Payment Method.

5.6.1 Client hereby authorises DroneClub, DroneClub Direct Payment Services, as applicable, to perform credit card authorisations on all credit cards provided by Client, to store debit/credit card and banking or other financial details as Client’s method of payment consistent with our Privacy Policy, and to charge Client’s debit/credit card (or any other preferred Payment Method) for the Freelancer Fees and any other amounts owed under the Terms of Service. 

5.6.2 To the extent permitted by applicable law and subject to our Privacy Policy, you acknowledge and agree that we may use certain third-party vendors and service providers to process payments and manage your Payment Method information.

5.6.3 By providing Payment Method information through the Site and authorising payments with the Payment Method, Client represents, warrants, and covenants that;

a) Client is legally authorised to provide such information;

b) Client is legally authorised to make payments using the Payment Method(s);

c) if Client is an employee or agent of a company or person that owns the Payment Method, that Client is authorised by the company or person to use the Payment Method to make payments on DroneClub; AND

d) such actions do not violate the terms and conditions applicable to Client’s use of such Payment Method(s) or applicable law.

5.6.4 When a Client authorises a payment using a Payment Method via the Site, the Client represents and warrants that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement or the other Terms of Service cannot be collected from Client’s Payment Method(s), Client is solely responsible for paying such amounts by other means.

5.6.5 DroneClub is not liable to any User if DroneClub does not complete a transaction as a result of any limit by applicable law or your financial institution, or if a financial institution fails to honour any credit or debit to or from an account associated with such Payment Method. DroneClub will make commercially reasonable efforts to work with any such affected Users to resolve such transactions in a manner consistent with this Agreement and any applicable Direct Payment Instructions.

5.7 GBP and Foreign Currency Conversion

The Site and the Site Services operate in GBP (Great British Pounds). 

5.7.1 If a User’s Payment Method is denominated in a currency other than GBP and requires currency conversion to make or receive payments in GBP, the Site may display foreign currency conversion rates that DroneClub, DroneClub Direct Payment Services, or our Affiliates currently make available to convert supported foreign currencies to GBP. 

5.7.2 These foreign currency conversion rates adjust regularly based on market conditions. Please note that the wholesale currency conversion rates at which we or our Affiliates obtain foreign currency will usually be different than the foreign currency conversion rates offered on the Site.

5.7.3 Each User, at its sole discretion and risk, may authorise the charge, debit, or credit of its Payment Method in a supported foreign currency and the conversion of the payment to GBP at the foreign currency conversion rate displayed on the Site. 

5.7.4 A list of supported foreign currencies shall be made available on the Droneclub Site. If foreign currency conversion is required to make a payment in GBP and DroneClub or its Affiliate, DroneClub Direct Payment Services, as applicable, does not support the foreign currency or the User does not authorise the conversion of such payment at the foreign currency conversion rate displayed on the Site, DroneClub or one of our Affiliates will charge, debit, or credit the User’s Payment Method in GBP and the User’s Payment Method provider will convert the payment at a foreign currency conversion rate selected by the User’s Payment Method provider. 

5.7.5 The User’s Payment Method provider may also charge fees directly to the Payment Method even when no currency conversion is involved. 

5.7.6 The User’s authorisation of a payment using a foreign currency conversion rate displayed on the Site is at the User’s sole risk. DroneClub, DroneClub Direct Payment Services and our Affiliates are not responsible for currency fluctuations that occur when billing or crediting a Payment Method denominated in a currency other than GBP. 

5.7.7 DroneClub, DroneClub Direct Payment Services , and our Affiliates are not responsible for currency fluctuations that occur when receiving or sending payments.

6. Non-Circumvention

Section 6 discusses your agreement to make and receive payments only through DroneClub for two years from the date you first identify or meet your Client or Freelancer on the Site, unless you pay a Conversion Fee; violating this Section 6 is a serious breach and your Account may be permanently suspended for violations, as detailed below.

6.1 Making Payments through DRONECLUB

6.1.1 You acknowledge and agree that a substantial portion of the compensation DroneClub receives for making the Site available to you is collected through the Service Fee described in Section 6 and that in exchange a substantial value to you is the relationships you make with other Users when you identify or are identified by another person through the Site or Site Services (the “DroneClub Relationship”). DroneClub only receives the Service Fee when a Client and a Freelancer pay and receive payment through the Site. Therefore, except as set out in Section 6.2, for 12 months from the start of an DroneClub Relationship (the “Non-Circumvention Period”), you agree to use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that person or arising out of your relationship with that person and not to circumvent the Payment Methods offered on the Site unless you pay a fee to take the relationship off of the Site (the “Conversion Fee”).

6.1.2 For the avoidance of doubt, if you, or the business you represent, did not identify and were not identified by another person through the Site, such as if you and another User worked together before meeting on the Site, then the Non-Circumvention Period does not apply. 

6.1.3 If you use the Site as an employee, agent, or representative of another business, then the Non-Circumvention Period applies to you and other employees, agents, or representatives of the business or its successor when acting in that capacity with respect to the other User.

6.1.4 By way of illustration and not in limitation of the foregoing, you agree not to:

a) Offer or solicit or accept any offer or solicitation from parties identified through the Site to contract, hire, invoice, pay, or receive payment in any manner other than through the Site.

b) Invoice or report on the Site or in a Conversion Fee request an invoice or payment amount lower than that actually agreed, made, or received between Users.

c) Refer a User you identified on the Site to a third-party who is not a User of the Site for purposes of making or receiving payments other than through the Site.

6.1.5 You agree to notify DroneClub immediately if a person suggests to you making or receiving payments other than through the Site in violation of this Section 8 or if you receive unsolicited contact outside of the Site. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to DroneClub here.

6.1.6 You acknowledge and agree that a violation of any provision in this Section 8.1 is a material breach of the Terms of Service. Your Account may be permanently suspended and charged the Conversion Fee (defined above) if you violate this Section 6.1. If you refuse to accept any new version of the Terms of Service or elect not to comply with certain conditions of using the Site, such as minimum rates supported on the Site, and therefore choose to cease using the Site, you may pay the Conversion Fee for each other User you wish to continue working with on whatever terms you agree after you cease using the Site.

6.2 Communicating through the Site; Exclusions on Sharing Contact Details

6.2.1 The provisions of this Section 6.2 apply to any interaction between Users where the Client has a Basic or Plus Account. The provisions of this Section 6.2 do not apply to any interaction between Users where the Client is an Enterprise Client. For purposes of the Terms of Service, “Enterprise Client ” means a Client, including a legacy Enterprise client or an DroneClub Business Client, that has the “Enterprise” badge displayed on its job post or search tile.

6.2.2 For Users subject to this Section 6.2, Users agree to use the communication services available on the Site to communicate with other Users prior to entering into a Service Contract. You agree that prior to entering into a Service Contract, you 

a) will use DroneClub as the sole manner to communicate with other Users; 

b) will not provide your Means of Direct Contact (defined below) to any other User or another person that you identified or were identified by through the Site; 

c) will not use Means of Direct Contact of another user to attempt to or to communicate with, solicit, contact, or find the contact information of a User outside of DroneClub; 

d) will not ask for, provide, or attempt to identify through public means the contact information of another User; and 

e) you will not include any Means of Direct Contact (defined below) or means by which your contact information could be discovered in any profile, proposal, job posting, invitation, or pre-hire communication through the Site’s communications services (including in each case in any attached file), except as otherwise provided on the Site.

6.2.3 For purposes of the Terms of Service “Means of Direct Contact” means any information that would allow another person to contact you directly, including, without limitation, phone number, email address, physical address, a link to a contact form or form requesting contact information, any link to an applicant management system or means to submit a proposal or application outside of the Site, or any information that would enable a user to contact you on social media or other website, platform or app-based application that includes a communications tool, such as Skype, Whatsapp, Wechat, or Facebook. For the avoidance of doubt, information is a Means of Direct Contact if it would enable another user to identify any of the information above through other sources, such as going to a website that included an email address or identifying you on social media, such as through Facebook or LinkedIn.

6.2.4 You acknowledge and agree that a violation of any provision of this Section 6.2 is a material breach of the Terms of Service. Your Account may be permanently suspended if you violate this Section 6.2.

6.3 Opting Out

6.3.1 You may opt out of the obligations in Section 6 with respect to each DroneClub Relationship only if the Client or Freelancer pays DroneClub a Conversion Fee which is a minimum of £1,000 GBP and up to £50,000 GBP for each DroneClub Relationship.

6.3.2 You agree that the Conversion Fee is 12% of the estimated earnings over a twelve (12) month period, which is calculated by taking the Hourly Rate (defined below) and multiplying it by 2,080. “Hourly Rate” means the highest of;

a) the highest hourly rate charged by the Freelancer on any Service Contract, if any; 

b) the highest hourly rate proposed by the Freelancer in any proposal, if any; OR

c) the hourly rate in the Freelancer’s profile.

6.3.3 The Conversion Fee may be calculated differently for DroneClub Relationships when the Client is an Enterprise Client if the Enterprise Client contract with DroneClub provides for different terms.

6.3.4 To inquire about or pay the Conversion Fee, send an email message to [email protected]

6.3.5 You understand and agree that if DroneClub determines, in its sole discretion, that you have violated Section 6, DroneClub or its Affiliates may, to the maximum extent permitted by law;

a) charge your Payment Method the Conversion Fee (including interest) if permitted by law or send you an invoice for the Conversion Fee (including interest), which you agree to pay within 30 days;

b) close your Account and revoke your authorisation to use the Site and Site Services; AND/OR

c) charge you for all losses and costs (including any and all time of DroneClub’s employees) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees.

7. Records of Compliance

Section 7 discusses your agreement to make and keep all required records, as detailed below.

7.1 FREELANCER'S Service Recording

7.1.1 Service Users will each;

a) create and maintain records to document satisfaction of their respective obligations under this Agreement, including, without limitation, their respective payment obligations and compliance with tax and employment laws; AND

b) provide copies of such records to DroneClub upon request. Nothing in this subsection requires or will be construed as requiring DroneClub to supervise or monitor a User’s compliance with this Agreement, the other Terms of Service, or a Service Contract. 

7.1.2 You are solely responsible for creation, storage, and backup of your business records. This Agreement and any registration for or subsequent use of the Site will not be construed as creating any responsibility on DroneClub’s part to store, backup, retain, or grant access to any information or data for any period.

8. Warranty Disclaimer

Section 8 discusses your agreement and understanding that the Site and Site Services may not always be available or work perfectly, as detailed below.

8.1 Warranty Terms

8.1.1 YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. DRONECLUB MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, THE SITE SERVICES, WORK PRODUCT, USER CONTENT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT OR THE TERMS OF SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DRONECLUB DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. 

8.1.2 SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. SECTION 12 (AGREEMENT TERM AND TERMINATION) STATES USER’S SOLE AND EXCLUSIVE REMEDY AGAINST DRONECLUB WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES, OR DISSATISFACTION.

9. Limitation of Liability

Section 9 discusses your agreement that DroneClub usually will not have to pay you damages relating to your use of the Site and Site Services and, if it is, at most it will be required to pay you, as detailed below.

9.1 Scope

9.1.1 DroneClub is not liable, and you agree not to hold us responsible for, any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to:

a) your use of or your inability to use our Site or Site Services;

b) delays or disruptions in our Site or Site Services;

c) viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services;

d) glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services;

e) damage to your hardware device from the use of the Site or Site Services;

f) the content, actions, or inactions of third parties’ use of the Site or Site Services;

g) a suspension or other action taken with respect to your Account;

h) your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings, recommendations, and feedback (including their content, order, and display), Composite Information, or metrics found on, used on, or made available through the Site; AND

i) your need to modify practices, content, or behaviour or your loss of or inability to do business, as a result of changes to the Terms of Service.

9.1.2 ADDITIONALLY, IN NO EVENT WILL DRONECLUB, OUR AFFILIATES, OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, LOSS OF DATA, EMPLOYMENT, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF DRONECLUB, OUR AFFILIATES, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE WILL NOT EXCEED £2,500 GBP.

9.1.3 THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

10. Release

Section 10 discusses your agreement not to hold us responsible for any dispute you may have with another User, as detailed below.

10.1 Terms Guiding Release

10.1 In addition to the recognition that DroneClub is not a party to any contract between Users, you hereby release DroneClub, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, employees and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity that exist as of the time you enter into this agreement. 

10.2 This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Freelancer Services provided to Client by a Freelancer and requests for refunds based upon disputes. Procedures regarding the handling of certain disputes between Users are further discussed below.

10.3 This release will not apply to a claim that DroneClub failed to meet our obligations under the Terms of Service.

11. Indemnification

Section 11 discusses your agreement to pay for any costs or losses we have as a result of a claim brought against us related to your use of the Site or Site Services or your illegal or harmful conduct, as detailed below.

11.1 Scope

11.1.1 You will indemnify, defend, and hold harmless DroneClub, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of: 

a) the use of the Site and the Site Services by you or your agents, including any payment obligations incurred through use of the Site Services;

b) any Work Product or User Content developed, provided, or otherwise related to your use of the Site Services;

c) any Service Contract entered into by you or your agents, including, but not limited to, the classification of a Freelancer as an independent contractor; the classification of DroneClub as an employer or joint employer of Freelancer; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits; 

d) failure to comply with the Terms of Service by you or your agents; 

e) failure to comply with applicable law by you or your agents; 

f) negligence, willful misconduct, or fraud by you or your agents; AND

g) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents. For purposes of this Section 11, your agents includes any person who has apparent authority to access or use your account demonstrated by using your username and password.

12. Agreement Term and Termination

Section 12 discusses your and DroneClub’s agreement about when and how long this Agreement will last, when and how either you or DroneClub can end this Agreement, and what happens if either of us ends the Agreement, as detailed below.

12.1 Termination

Unless both you and DroneClub expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided herein. You may provide written notice to [email protected]

12.1.1 In the event you properly terminate this Agreement, your right to use the Site and Site Services is automatically revoked, and your Account will be closed. DroneClub is not a party to any Service Contract between Users. Consequently, User understands and acknowledges that termination of this Agreement (or attempt to terminate this Agreement) does not terminate or otherwise impact any Service Contract or Project entered into between Users. 

12.1.2 If you attempt to terminate this Agreement while having one or more open Projects, you hereby agree that; 

a) you hereby instruct DroneClub to close any open contracts; 

b) you will continue to be bound by this Agreement and the other Terms of Service until all such Projects have closed on the Site;

c) DroneClub will continue to perform those Site Services necessary to complete any open Project or related transaction between you and another User; and 

d) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the closure of any open Service Contracts, whichever is later, to DroneClub for any Site Services or such other amounts owed under the Terms of Service and to any Freelancers for any Freelancer Services.

12.1.3 Without limiting DroneClub’s other rights or remedies, we may, but are not obligated to, temporarily or indefinitely revoke or limit access to the Site or Site Services, deny your registration, or permanently revoke your access to the Site and refuse to provide any or all Site Services to you if: 

a) you breach the letter or spirit of any terms and conditions of this Agreement or any other provisions of the Terms of Service; OR

b) we suspect or become aware that you have provided false or misleading information to us; OR

c) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or DroneClub or our Affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit or illegal activity.

12.1.3 If your Account is temporarily or permanently closed, you may not use the Site under the same Account or a different Account or reregister under a new Account without DroneClub’s prior written consent. 

12.1.4 If you attempt to use the Site under a different Account, we reserve the right to reclaim available funds in that Account and/or use an available Payment Method to pay for any amounts owed by you to the extent permitted by applicable law.

12.1.5 You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of User’s Account status to all Users, including both yourself and other Users who have entered into Service Contracts with you. You therefore agree as follows. 

IF DRONECLUB DECIDES TO TEMPORARILY OR PERMANENTLY CLOSE YOUR ACCOUNT, DRONECLUB HAS THE RIGHT WHERE ALLOWED BY LAW BUT NOT THE OBLIGATION TO; 

a) NOTIFY OTHER USERS THAT HAVE ENTERED INTO SERVICE CONTRACTS WITH YOU TO INFORM THEM OF YOUR CLOSED ACCOUNT STATUS; AND

b) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT CLOSURE. 

12.1.6 YOU AGREE THAT DRONECLUB WILL HAVE NO LIABILITY ARISING FROM OR RELATING TO ANY NOTICE THAT IT MAY PROVIDE TO ANY USER REGARDING CLOSED ACCOUNT STATUS OR THE REASON(S) FOR THE CLOSURE.

12.2 Account Data on Closure

12.2.1 Except as otherwise required by law, if your Account is closed for any reason, you will no longer have access to data, messages, files, or other material you keep on the Site and any closure of your Account may involve deletion of any content stored in your Account for which DroneClub will have no liability whatsoever.

12.2.2 DroneClub, in its sole discretion and as permitted or required by law, may retain some or all of your Account information acquired during your period of activity.

12.3 Survivability of Terms

12.3.1 Following the termination of this Agreement, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions requiring arbitration, permitting audits, protecting intellectual property, requiring non-circumvention, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates. 

12.3.2 Without limiting any other provisions of the Terms of Service, the termination of this Agreement for any reason will not release you or DroneClub from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination.

13. Disputes between You and the DRONECLUB

Section 13 discusses your agreement with DroneClub and our agreement with you about how we will resolve any disputes, including that we will both first try to resolve any dispute informally and, if you are in the United Kingdom, that we both agree to primarily submit to ADR Methods [Alternative Dispute Resolution Methods], and upon the exhausting of these options [conciliation, mediation, arbitration], shall submit to the exclusive jurisdiction of the courts in operation in the United Kingdom.

13.1 Dispute Process, Arbitration, and Scope

13.1.1 If a dispute arises between you and DroneClub or our Affiliates, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, unless you opt out as provided in below, you, DroneClub, and our Affiliates agree to resolve any claim, dispute, or controversy that arises out of or relates to this Agreement, the other Terms of Service, your relationship with DroneClub (including without limitation any claimed employment with DroneClub or one of our Affiliates or successors), the termination of your relationship with DroneClub, or the Site Services (each, a “Claim”) in accordance with this Section 13.

13.1.2 Claims covered by this ADR Provision include, but are not limited to, all claims, disputes, or controversies arising out of or relating to this Agreement, the Site, Site Services, the Terms of Service, any Service Contract, payments or agreements, any payments or monies you claim are due to you from DroneClub or our Affiliates or successors, trade secrets, unfair competition, false advertising, consumer protection, privacy, compensation, classification, minimum wage, seating, expense reimbursement, overtime, breaks and rest periods, termination, discrimination, retaliation or harassment and claims arising under the course of this Agreement and out of, or relating to, your relationship with DroneClub or the termination of that relationship.

13.2 Choice of Law

13.2.1 The Site Terms of Use, the other Terms of Service, and any Claim will be governed by and construed in accordance with the laws and regulations in operation in the United Kingdom.

13.3 Informal Dispute Resolution

13.3.1 Before serving a demand for arbitration, mediation or conciliation of a Claim, you and DroneClub agree to first notify each other of the Claim. You agree to notify DroneClub of the Claim via email to [email protected], and DroneClub agrees to provide to you a notice at your email address on file (in each case, a “Notice”).

13.3.2 You and DroneClub then will seek informal voluntary resolution of the Claim via mediation at a mutually agreed ADR agency. Any Notice must include pertinent account information, a brief description of the Claim, and contact information, so that you or DroneClub, as applicable, may evaluate the Claim and attempt to informally resolve the Claim. 

13.3.3 Both you and DroneClub will have 20 days from the date of the receipt of the Notice to informally resolve the other party’s Claim, which, if successful, will avoid the need for further action.

13.3.4 As a European consumer you can access the European Commission’s online dispute resolution platform here: https://ec.europa.eu/consumers/odr as a further ADR Method. However, please note that DroneClub’s Direct payments Services is not committed or obliged to use an alternative dispute resolution entity to resolve disputes with consumers outside of those courts which hold jurisdiction.

14. General

Section 14 discusses additional terms of the agreement between you and DroneClub, including that the Terms of Service contain our full agreement, how the agreement will be interpreted and applied, and your agreement not to access the Site from certain locations, as detailed below.

14.1 Entire Agreement

14.1.1 This Agreement, together with the other Terms of Service, sets forth the entire agreement and understanding between you and DroneClub relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in the Terms of Service are included for ease of reference only and have no binding effect. 

14.1.2 Even though DroneClub drafted the Terms of Service, you represent that you had ample time to review and decide whether to agree to the Terms of Service. If an ambiguity or question of intent or interpretation of the Terms of Service arises, no presumption or burden of proof will arise favouring or disfavouring you or DroneClub because of the authorship of any provision of the Terms of Service.

14.2 Modifications

14.2.1 No modification or amendment to the Terms of Service will be binding upon DroneClub unless they are agreed in a written instrument signed by a duly authoriSed representative of DroneClub or posted on the Site by DroneClub. 

14.2.2 Any failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.

14.3 Assignment

14.3.1 User may not assign the Terms of Service, or any of its rights or obligations hereunder, without DroneClub’s prior written consent in the form of a written instrument signed by a duly authorised representative of DroneClub. 

14.3.2 DroneClub may freely assign this Agreement and the other Terms of Service without User’s consent. 

14.3.3 Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, the Terms of Service are binding upon and will inure to the benefit of the successors, heirs, and permitted assigns of the parties.

14.4 Severability; Interpretation

14.4.1 If and to the extent any provision of this Agreement or accompanying Terms of Service is held illegal, invalid, or unenforceable in whole or in part under the applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. 

14.4.2 Any illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.

14.5 Force Majeure

14.4.1 If and to the extent any provision of this Agreement or accompanying Terms of Service is held illegal, invalid, or unenforceable in whole or in part under the applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. 

14.4.2 Any illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.

14.6 Prevailing Language and Location

The English language version of the Terms of Service will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Site is controlled and operated from our facilities in the United Kingdom.

14.7 Access to the Site Outside of the United Kingdom

14.7.1 DroneClub makes no representations that the Site is appropriate or available for use outside of the United Kingdom. Those who access or use the Site from other jurisdictions do so at their own risk and are entirely responsible for compliance with all applicable foreign, and local laws and regulations, including, but not limited to, export and import regulations, including those in operation within the European Union. 

14.7.2 Users must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end user without obtaining any and all required authorisations from the appropriate government authorities. You also warrant that you are not prohibited from receiving United Kingdom originating products, including services or software.

14.7.3 In order to access or use the Site or Site Services, you must and hereby represent that you are not; 

a) a citizen or resident of a geographic area in which access to or use of the Site or Site Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; OR 

b) a citizen or resident of, or located in, a geographic area that is subject to United Kingdom or other sovereign country sanctions or embargoes. 

14.7.4 You furthermore agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Site and Site Services and your license to use the Site or Site Services will be immediately revoked.

14.8 Consent to use Electronic Records

14.8.1 In connection with the Site Terms of Use, you may be entitled to receive, or we may otherwise provide, certain records from DroneClub or our Affiliates, such as contracts, notices, and communications, in writing. To facilitate your use of the Site and the Site Services, you give us permission to provide these records to you electronically instead of in paper form.

15. Definitions

Section 15 gives you some definitions of capitalised terms that appear in the Terms of Service but other capitalised terms are defined above, which you can tell because the term is put in quotation marks and bold font.

Capitalised terms not defined below or above have the meanings described in the Site Terms of Use or elsewhere in the Terms of Service.

Client” means any authorised User utilising the Site or Site Services, including Direct Contract Services, to seek and/or obtain Freelancer Services, including from another User.

Confidential Information” means any material or information provided to, or created by, a User to evaluate a Project or the suitability of another User for the Project, regardless of whether the information is in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of Freelancer or Client; (b) was lawfully received by User without restriction from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without use of another person’s Confidential Information.

Fixed-Price Contract” means a Service Contract for which Client is charged a fixed fee agreed between a Client and a Freelancer, prior to the commencement of a Service Contract, for the completion of all Freelancer Services contracted by Client for such Service Contract.

Freelancer” means any authorised User utilising the Site or Site Services, including Direct Contract Services, to advertise or provide Freelancer Services to Clients, including Freelancer Accounts that are Agency Accounts or, if applicable, Agency Members. A Freelancer is a customer of DroneClub with respect to use of the Site and Site Services.

Freelancer Fees” means: (a) for an Hourly Contract, the amount reflected in the Hourly Invoice (the number of hours invoiced by Freelancer, multiplied by the hourly rate charged by Freelancer); (b) for a Fixed-Price Contract, the fixed fee agreed between a Client and a Freelancer; and (c) any bonuses or other payments made by a Client to a Freelancer.

Freelancer Services” means all services performed for or delivered to Clients by Freelancers.

Hourly Contract” means a Service Contract for which Client is charged based on the hourly rate charged by Freelancer.

Hourly Invoice” means the report of hours invoiced for a stated period by a Freelancer for Freelancer Services performed for a Client.

The term “including” as used herein means including without limitation.

Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party.

Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.

Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, in each case, under the laws of any state, country, territory or other jurisdiction.

Payment Method” means a valid credit card issued by a bank acceptable to DroneClub, a bank account linked to your Account, a PayPal account, a debit card, or such other method of payment as DroneClub may accept from time to time in our sole discretion.

Project” means an engagement for Freelancer Services that a Freelancer provides to a Client under a Service Contract on the Site.

Staffing Employee” means a Freelancer enrolled in DroneClub Payroll, accepted for employment by a Staffing Provider, and assigned by the Staffing Provider to provide Freelancer Services to one or more Client(s).

Service Contract” means, as applicable;

(a) the contractual provisions between a Client and a Freelancer governing the Freelancer Services to be performed by a Freelancer for Client for a Project;

(b) a Direct Contract as defined in the DroneClub Direct Contract Terms; OR

(c) if you use DroneClub Payroll, the contractual provisions between Freelancer and the Staffing Provider for the provision of services to Client, if any.

Substantial Change” means a change to the terms of the Terms of Service that reduces your rights or increases your responsibilities.

DroneClub App” means the online platform accessed using DroneClub’s downloaded application or other software that enables time tracking and invoicing, chat, and screenshot sharing with other Users.

User Content” means any comments, remarks, data, feedback, content, text, photographs, images, video, music, or other content or information that you or any Site Visitor or User post to any part of the Site or provide to DroneClub, including such content or information that is posted as a result of questions.

Work Product” means any tangible or intangible results or deliverables that Freelancer agrees to create for, or actually delivers to, Client as a result of performing the Freelancer Services, including, but not limited to, configurations, computer programs, or other information, or customised hardware, and any intellectual property developed in connection therewith.