Terms of service

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

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

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

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

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

Interpretation

In this agreement unless the context otherwise requires:

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

Who We Are & How To Contact Us

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

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

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

Phone: +44 (0) 1243 370 296

Email: hello@ired.co.uk or mail via our registered address above.

Product Consultancy Services

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

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

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

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

You will:

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

You understand and accept:

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

The Products

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

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

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

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

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

Thermal Imaging Cameras

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

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

Purchase of Products Procedure

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

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

Delivery of Your Products

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

Each delivery consignment will contain a delivery note detailing:

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

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

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

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

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

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

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

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

Product Warranty

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

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

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

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

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

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

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

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

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

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

Ownership, Risk and Delivery of Products

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

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

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

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

Retention of Title of Products

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

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

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

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

Purchase of Product Consultancy

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

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

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

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

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

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

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

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

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

Delivery of Your Product Consultancy Services Project

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

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

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

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

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

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

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

Cancellation Policy

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

More than 7 days’ notice 4 to 6 working days’ notice Up to 3 working days’ notice
Products that are normally stocked by iRed No Charge 25% Charge 50% Charge
Products that are specifically sourced for your order As these items are sourced specifically to customer’s orders, we are not able to cancel orders on our suppliers. Therefore, you will be charged the full value of your order.
Product Consultancy No Charge* 15% Charge* 25% Charge*

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

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

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

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

Settlement Terms

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

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

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

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

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

Confidentiality

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

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

Personal Data

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

We will use such information including but not limited to:

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

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

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

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

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

Removal of Offensive Content

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

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

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

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

Duration and Termination

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

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

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

Intellectual Property

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

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

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

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

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

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

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

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

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

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

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

Events Outside of Our Control

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

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

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

Limitation of Liability & Indemnification

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

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

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

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

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

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

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

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

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

Bribery and Corruption

It is agreed that both you and we agree that:

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

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

Governing Law and Jurisdiction

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

Other Matters

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

How to Contact Us

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

Phone: +44 (0)1243 370 296

Email: hello@ired.co.uk

Web: www.ired.co.uk and use Live Chat

Mail: Unit 6

The Old Flour Mill

Queen Street

Emsworth

Hampshire  PO10 7BT

Appendix 1 – Definitions:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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