Terms & Conditions
effective from 1.7.2022
These Terms and Conditions (referred to as the T&C) of Fly4Future s.r.o., Přemyslovců 992/52, 709 00 Ostrava, registered under file number C 72694 with the Regional Court in Ostrava, regulate, pursuant to Section 1751 et seq. of Act No. 89/2012 Coll., as amended, the mutual rights and obligations of the parties, i.e. the Company and the Client, which arise under the Purchase Contract and under the Purchase Contract concluded by distance method with consumers.
- UAV Platform – UAV Product and components that are part of the Product (engines, power units, ESC, radio receivers, flight controls, computer components and sensors). This does not include e.g. spare parts, etc. This is the subject of purchase in the case of purchase contracts. The subject of purchase may be customized to the Client’s requirements in accordance with Section 1837(d) et seq. of Act No. 89/2012 Coll., as amended.
- Client – Any purchaser under a contract of sale or prospective purchaser under a contract of sale with the Company, whether a business or consumer.
- Consumer – A natural person who acts and enters into a contract outside of a business or independent profession. Relationships established by a purchase contract with a consumer as a Client on the one hand and the Company on the other hand, such relationships are governed not only by Act No. 89/2012 Coll., the Civil Code, as amended, but also by Act No. 634/1992 Coll., as amended – the Consumer Protection Act.
- The company – Fly4Future s.r.o. with its registered office at Přemyslovců 992/52, 709 00 Ostrava, registered under registration number C 72694 with the Regional Court in Ostrava, which acts as a seller in contractual relations in cases where it concludes a purchase contract with the Client.
- Contract – any contract of sale between the Company and the Client, concluded, inter alia, following confirmation of a binding purchase order
- Replacement Parts – additional components or other accessories of this nature.
- Software – any software or software documentation for the use of which the Company grants a licence to the Client.
- Services – any other performance for the benefit of the Client as well as the rights granted by the Company to the Client to use the subject matter of the purchase, such as but not limited to training, customization and repair of the UAV Platform, specialized flights for data collection as agreed with the Client and any development, assembly and modification of the UAV Platform or its components as agreed with the Client.
II. Subject of adjustment
- These Terms and Conditions form an integral part of any concluded Contract or its proposal, the Client’s enquiry and the accepted price quotation, i.e. any negotiation that leads or may lead to the conclusion of the Client’s Contract with the Company for the purchase of the UAV Platform and the services related to the specific contractual relationship, as well as for the purchase of spare parts.
- These Terms and Conditions do not exclude the application of any other provisions in quotations, pricing work schedules or other proposals of the Company; such document submitted by the Company shall prevail over the Terms and Conditions in those areas where it conflicts with them.
- These Terms and Conditions also do not preclude different provisions in the specific Contracts entered into.
- In the event that the provisions in a particular Contract entered into differ from those set out in the Commercial Terms, the provisions set out in the Contract entered into shall prevail.
- The unenforceability or invalidity of any provision of these Terms and Conditions shall not invalidate the enforceability or validity of the other provisions of these Terms and Conditions.
- By sending an inquiry, binding order and concluding a contract, the client confirms that he/she has read these terms and conditions, agrees with them and accepts them without reservation.
- The Company’s terms and conditions shall always prevail over any terms and conditions of the Client in areas where the Company’s terms and conditions conflict with each other.
- These T&Cs are written in the Czech language; in the event of the existence of more than one language, the Czech language shall prevail, even if the contract itself is written in a language other than Czech.
- The terms and conditions may be unilaterally supplemented or amended by the company in various ways. This does not affect the rights and obligations that arose during the validity of the previous version of the terms and conditions, as the terms and conditions published on the website https://fly4future.com/ at the time of placing the order by the client are always part of the contract.
III. The contracting process:
- The Company’s offer within the meaning of these Terms and conditions and the provisions of Section 1733 of Act No. 89/2012 Coll., as amended, is only an offer addressed to a specific Client, not an internet presentation, professional or advertising articles, press releases and news and messages on social networks and in magazines and similar types of public presentations.
- The Client’s enquiry, if it is to be relevant to the Company, must always be in writing and must include the quantity, price, features and equipment requested, the specification of spare parts and services requested, if applicable, express acceptance of the Company’s terms and conditions and precise identification of the Client including a contact email address.
- The Client’s binding order, in response to the Company’s addressed offer, must also always be in writing, must correspond to the addressed offer sent to it by the Company, must also contain an express acceptance of the Company’s terms and conditions and an exact identification of the Client, including a contact email address, the Client’s name, its registered office, place of business or residence, the address for delivery of the ordered UAV Platform (delivery address) and the name of the person acting.
- Partial acceptance of the Company’s offer by the Client, even in the form of a partial or modified order, is not possible; in the event that the Client sends such a document to the Company, the parties acknowledge that it will be considered a counter-offer and not an acceptance with reservations.
- Offers of the Company addressed to a specific Client in connection with or even without following the Client’s request are valid for the period specified in the offer, if none is specified, they are valid for a period of 30 days from the date of dispatch. The time limit referred to in the previous sentence is given to the Client to send a binding order. The content of the offer, as well as any attached documentation, is confidential information provided only once to one entity and as such may not be further disseminated or reproduced in any way. The Company has the right to withdraw the offer at any time, including during the period referred to in the first sentence of this paragraph. The Company’s offer shall include a calculation of the cost of transport and delivery of the UAV Platform to the Client.
- The Contract is concluded at the moment of email confirmation of the binding order (which was sent by the Client within the time limit specified in Article III, paragraph 5 of these Terms and conditions) by the Company to the Client’s contact email address specified in the binding order or Client’s inquiry.
- The parties to the Contract hereby exclude the application of the provisions of Section 1729 of Act No. 89/2012 Coll., as amended, on liability for dishonesty and compensation for damages in relation to the Company’s right to withdraw the offer within the meaning of Article III, paragraph 5 of these Terms and Conditions.
IV. Use, confidentiality
- The Company hereby disclaims responsibility for the use of the UAV Platform by the Client; this is entirely a matter for the Client.
- All documents of the Company encountered by the Client are considered confidential, including sketches, designs, concepts, etc.; if the Company presents, sends or otherwise makes available the aforementioned documents, the Company declares that they cannot be considered as an offer to conclude a contract without the Company’s express statement to that effect.
V. Price for sold UAV Platforms
- Prices (including only actual prices of goods unless otherwise agreed) quoted anywhere other than in the Company’s direct offer to the Client are indicative; this includes, but is not limited to, prices quoted on the Website, promotional materials, etc. Such indicative prices will be subject to adjustments and updates in the light of currency exchange rates, legal regulations, etc. These prices are exclusive of VAT.
- Addressable offers include, inter alia, the Company’s price to the Client – the Customer’s customized price; such price shall be binding from the time of delivery of the addressable offer to the Client for the duration of the time limit pursuant to Article III, paragraph 5 of these T&C.
- The Client is obliged to pay the purchase price for the purchase of the UAV Platform within 30 days from the date of delivery of the invoice to the Client, unless otherwise agreed between the Company and the Client.
- The Price does not include fees for local registration or license for operation of the UAV Platform with the relevant authorities or their provision. The Price does not include insurance of the UAV Platform and any tax obligations of the Client, customs, import, local, operational and other fees.
VI. Prices of services
- The prices for services are set as a price per unit of time in which the service is provided by the Company to the Client and as such will be agreed between the Client and the Company on an ad-hoc basis for each individual case of the concluded Contract.
- The price for the services provided will always include only the remuneration for what, according to the Contract concluded between the Company and the Client, will be the content of such service. The Company expressly states that, unless otherwise agreed, the content of the service shall not include, and therefore shall not be charged by the Company for, e.g. the provision of a licence in any way relating to the UAV Platform to the Client, the ability to operate the services at a particular location, the fulfilment of an obligation to register a product or service with any third party, the provision or payment of fees, insurance, etc. The services provided do not include the provision or payment of any tax liability of the Client, customs, import and other fees.
- The Client shall, at its own expense, ascertain and verify all tax, customs and insurance liabilities, in particular necessary customs clearance, e.g. import duties or taxes and other fees, approvals and authorizations required for the purpose of transportation and/or export and import, arising from the Company’s products purchased or services provided by the Company and shall timely and properly ascertain and pay the same to the relevant authorities in accordance with the provisions of law, unless any of such liabilities are contractually assumed by the Company.
- All prices are exclusive of value added taxes and the cost of transport and delivery of the Platform UAV to the Client and include the costs incurred by the Company in packing, protecting, tying down and anchoring the Platform UAV for delivery to the Client.
VII. Payment for UAV Platform and Services
- For all payments for purchased UAV Platforms or for UAV Platform services, unless otherwise agreed, 100% of the agreed purchase price in case a purchase contract has been concluded between the Company and the Client, or the price for the services provided in case the relationship between the Company and the Client is the provision of the Services, together with transport costs and other charges, will be charged by the Company to the Client after the Client has accepted the Company’s addressed offer or the Company has accepted the Client’s binding order by means of a proforma invoice. In the event that the Client fails to make any payment when due, the Company shall have the right to terminate the Contract without penalty.
- The Company shall issue the Client with an invoice meeting the statutory requirements at the time of each billing. The invoice will be sent to the Client via the contact email specified in the Client’s contract or binding order. The Client’s payment will be made in direct debit to the Company’s account specified in the concluded contract or invoice.
- In the event of delay in payment of the purchase price in the case of a concluded purchase contract or in payment of the service provided, the Company shall be entitled to payment of statutory interest on late payment at the current CNB repo rate plus 8% per annum.
- If the Company and the Client agree in the Contract to deviate from the arrangement contained in paragraph 1 of this Article of the Term and conditions, and during the term of the Contract it becomes apparent that the Client will not be able to meet its obligations to the Company, the Company may require the Client to pay for the services provided in advance in any percentage amount or in the form of an advance payment. Should the Client fail to make the required prepayment or advance payment, the Company may terminate the Contract.
- In the event that a Client who is not a Consumer is in default in the payment of any amount, the Client shall pay to the Company a contractual penalty of 0.5% of the amount due for each day on which the Client is in default, unless otherwise specified. The liquidated damages shall be payable within 30 calendar days of receipt of a demand for payment of such liquidated damages, this provision shall not waive the Company’s right to seek damages from the Client.
- The Company shall not be obliged to accept a further order from the Client, inter alia, if the purchase price for the previously delivered UAV Platform or the price for the Service has not been duly or timely paid by the Client.
- In the event of a purchase contract with the Client, the Company reserves the ownership right to the UAV Platform, excluding the provisions of Section 2160 (1) of Act No. 89/2012 Coll., as amended, to the exclusion of the provisions of Section 2160 (1) of the Act No. 89/2012 Coll., as amended, where such ownership right shall only pass to the Client upon full payment of the purchase price.
VIII. Changes in orders
- In the event that the Client wishes to make a change to his/her order which has already been accepted by the Company, he/she may only do so with the Company’s consent, which may or may not be granted, following the Company’s consideration of the Client’s written request.
- The delivery of the purchased shall take place within the period agreed in the concluded Contract. The delivery period is non-binding for the Company in the case of contracts concluded with a Client who is not a Consumer, and the Company may, in the case of contracts concluded with a Client who is or is not a Consumer, extend it, without breaching the terms of the contract, in the event that circumstances arise which objectively prevent the delivery of the Platform UAV within the agreed period; this means, for example, but not limited to, the circumstances referred to in Art. XI. of these Terms and conditions, as well as delays of the supplier or subcontractor of the Company, or others, which were unknown to the Company at the time of conclusion of the contractual relationship, or which arose independently of its will.
- All Platform UAVs shall be delivered in accordance with the DAP as defined in INCOTERMS 2020 to the delivery address specified in the Client’s binding order. The Client shall be liable for any retention and other charges unless otherwise agreed, and the Client shall also be responsible for the cost of transporting the Platform UAVs to the relevant delivery address. The Company shall have the right to require the non-Consumer Client to provide assistance in the preparation, delivery and acceptance of the UAV Platform.
- The Client shall be obliged to take delivery of the UAV Platform for the fulfilment of the relevant Contract in accordance with the Company’s notification to the Client of the dispatch of the UAV Platform to the Company via a shipping company, including the designation of the chosen shipping company, which shall be sent by email to the Client’s contact address. The Client is obliged to accept the UAV Platform as instructed in the preceding sentence and as instructed by the carrier; if the Client fails to do so or if the Client, who is not a Consumer, fails to provide the Company with assistance to properly deliver and accept the UAV Platform, the Client shall be in default.
- If the Client does not take over the UAV Platform in accordance with the terms and conditions set out in Article IX para. 3 of these OP, the Company is entitled to charge the Client a fee for the return of the UAV Platform to the Company and storage of the UAV Platform in the amount of 0.1% of the purchase price in case the UAV Platform is to be delivered in connection with the concluded purchase contract and in case the UAV Platform is not taken over by the Client who is not a Consumer, a contractual penalty in the amount of 0.5% of the purchase price in case the UAV Platform is to be delivered in connection with the concluded purchase contract.
- The Company shall fulfil its obligation to deliver the Goods by arranging delivery of the UAV Platform to the Client in accordance with the above rules. Upon delivery of the UAV Platform, the Company shall also deliver to the Client the documents relating to the UAV Platform.
- If the delivery of the UAV Platform is delayed due to force majeure or for any reason attributable to the Client, the Company shall be entitled to store the delivered UAV Platform products at the Client’s expense in appropriate premises until delivery can be made. During the period of storage, the risk of damage to the delivery of the UAV Platform Products shall pass to the Client and the Company shall not be in default of delivery of the UAV Platform Products during this period.
- Dispatch and delivery dates are dependent on the timely approval and delivery of all documentation required for the Company’s performance under the contract with the Client.
- Upon delivery of the UAV Platform by the Company, the Client shall inspect the delivered UAV Platform to ensure that it is as agreed in terms of quantity and integrity and that the packaging in which the UAV Platform was delivered has not been damaged.
- In the event that the UAV Platform has been damaged during transit, the Client shall refuse to accept the goods, and if the Client discovers the damage to the UAV Platform (which occurred during transit when delivered to the Client) after the UAV Platform has been delivered and an inspection has been carried out prior to acceptance, the Client shall contact the Company. Damage to the Goods occurring after the risk of damage to the Goods has passed from the Company to the Client shall not relieve the Client of the obligation to pay the Purchase Price.
- The Company shall be liable for any damage during transportation within the meaning of INCOTERMS 2020. The risk of damage, as well as the right of ownership, passes to the Client, who is not a Consumer, at the moment of delivery and acceptance of the UAV Platform by the Client or at the moment when the Client should have accepted the UAV Platform but did not do so. The risk of damage shall pass to the Client who is a Consumer at the moment of delivery and acceptance of the UAV Platform by the Client or at the moment when the Client should have taken over the UAV Platform but did not do so.
- In the event that the Client accepts the UAV Platform in person, both the Client and the Company undertake to draw up a handover report on such acceptance, in which all goods handed over will be recorded, each handover report according to these Terms and Conditions will always be signed by a responsible person of both the Client and the Company.
X. Liability for defects and quality guarantee
- The Company shall be liable for defects in the UAV Platform in the event of a purchase contract between the Company and the Client which existed in the UAV Platform at the time before the risk of damage passed to the Client. The Company shall not be liable for defects that arise later or that arise as a result of the Client’s breach of its obligations under the concluded contract or these T&C, unless the Company has caused them through a breach of its own obligation.
- At the time of handover to the Client, The Company shall be responsible for the fact that the UAV Platform conforms to the agreed specifications and has the agreed characteristics, and in the event that the characteristics have not been agreed, then that it has the characteristics that can be expected from such product with regard to the nature of such product, that it does not have any design, material or workmanship defects and will not be encumbered by any legal defects or rights of third parties, and is fit for the purpose for which the Company states for the use of such product or for which such product is usually used. The rights and obligations of the parties with respect to rights of defective performance shall be governed in particular by Sections 1914 to 1925, 2099 to 2117 and 2161 to 2174 of Act No. 89/2012 Coll., as amended.
- If the UAV Platform does not have the aforementioned characteristics, the Client, who is a Consumer, may, following the procedure set out in clause X, article 6 of these Terms and Conditions, request delivery of a new item without defects, or replacement of only a part of the UAV Platform, if delivery of the entire new product would be unreasonable due to the nature of the defect. If none of these solutions is possible, and in particular if the defect cannot be remedied without undue delay, the Consumer Client may withdraw from the contract. The Consumer Client shall have the right to have a new item delivered or a part replaced even in the case of a removable defect if the item cannot be used properly due to the recurrence of the defect after repair or due to a greater number of defects. If the Client who is a Consumer does not withdraw from the contract or does not exercise the right to delivery of a new item without defects, to replacement of a part or to repair of the item, he/she may demand a reasonable discount. The Consumer Client is also entitled to a reasonable discount if the Company cannot supply a new item without defects, replace a part of the item or repair the item, or if the Company fails to remedy the defect within a reasonable time or if it would cause the Consumer Client significant difficulties to remedy the defect. In such a case, the Consumer Client shall also have the right to withdraw from the contract. Exercise of rights arising from defective performance must be made in writing within 10 days of the date of receipt of the UAV Platform by the Client. The Client acknowledges that if he/she/they fails to deliver the claimed goods including all accessories and all parts received, then in the event of the Client’s withdrawal as buyer from the purchase contract, the Client will be refunded the purchase price reduced by the price of the undelivered accessories. The Client, who is a Consumer, may, in accordance with Section 2165 et seq. of Act No. 89/2012 Code, as amended, to assert rights from defects that occur on the UAV Platform, in 24 months from the date of acceptance of the UAV Platform by the Client. If a defect manifests itself within six months of acceptance, the item shall be deemed to have been defective at the time of acceptance.
- The Company provides the Client, who is not a Consumer, with a quality guarantee, i.e. a guarantee that the UAV Platform purchased by such Client will have, for a period of 1 year from the date of receipt of the purchased UAV Platform by the Client and will be fit for normal use for purpose.
- The Company guarantees the quality of the services provided for a warranty period of 6 months.
- If the UAV Platform or the service provided is defective within the warranty period or within the statutory liability period, if the Client is also a Consumer, a defect is the Client is obliged to exercise the rights under the warranty or liability for defects without undue delay, but no later than 15 days from the date of, the date on which the defect was discovered, send such claim to the Company in writing to Na Zderaze 1275/15, Prague 2-Nové Město, 120 00, together with the proof of purchase of the UAV Platform or the service contract and the properly packaged UAV Platform on which the defect occurred. Such written claim must include information on which piece or part of the UAV Platform the defect has occurred, what the defect is and how the defect affects the use or quality of the UAV Platform provided.
- In response to such a claim by the Client, the Company shall assess the validity of the procedure in accordance with the above, within a maximum of three days if the claiming Client is a Consumer (not including the time necessary for a professional assessment of the defects), otherwise within 30 days from the date of receipt of such written claim, for which the Client shall provide it with all required cooperation, and if it concludes that the defect complained of has actually occurred on the UAV Platform provided, it shall repair the UAV Platform or part thereof or replace it with a defect-free part. Article X(3) of these Terms and conditions shall prevail over Article X(7) of these Terms and conditions in conflicting parts. The Company shall rectify any defects in the UAV Platform duly claimed by the Client who is a consumer within 30 days from the day following the day on which the aforementioned asserted, otherwise to the best of its ability, ideally within 30 days, provided that the Company shall may be extended, including repeatedly. If this procedure (correction) is not possible or suitable, the Company shall grant the Customer a discount on the purchase price corresponding to the value of the defective part of the UAV Platform. In the event that the Company does not recognize the existence of relevant defects in the UAV Platform or services provided, it shall be entitled to claim from the Client compensation for its costs in evaluating the warranty right exercised by the Client. On the replaced or repaired parts of the UAV Platform, the Company provides a quality guarantee of 6 months. The warranty for the quality of the UAV Platform as a whole shall be extended only by the period during which the UAV was repaired Platform in response to a properly applied warranty by the Client.
- The warranty does not cover defects caused by external events, in particular, but not limited to, defects caused by improper or unprofessional use or improper storage, improper installation, failure to follow commissioning and use procedures, poor, insufficient or absent maintenance, tampering with the Platform UAVs by any entity other than the Company (including disassembly, modification, repair and assembly of the Platform UAVs), or arising from other than recommended use, or arising from inadequate protection against shock and other damage during transportation, or other reasons attributable to the Client.
- Defects caused by normal wear and tear are also not covered by the above quality guarantee.
XI. Force majeure
- The Company shall not be liable for any delay in the delivery of the Platform UAVs in connection with the Contract or for failure to fulfill part or all of the Client’s order to the extent prevented by an event beyond the Company’s control or foreseeable or avoidable at the time the Client placed the order, including but not limited to a general strike, epidemic, earthquake, war, flood, embargo, etc.
XII. Withdrawal from a distance contract
- From the purchase contract concluded with the Client, who is a Consumer, by means of distance communication, the Consumer has the right, within the meaning of Article 1829, paragraph 1 of Act No. 89/2012 Coll., as amended, to withdraw, without giving reasons, within 14 days of receipt of the goods by the Client, but not from the contract for the purchase of the UAV Platform, which has been modified according to the wishes and specifications of the Consumer for his person.
XIII. Dispute Resolution
- Mutual disputes between the Company and the Client shall be settled exclusively under the law of the Czech Republic and shall be resolved by the competent courts of the Czech Republic.
- The Client, who is a consumer in the Czech Republic, has the right under Act No. 634/1992 Coll., on Consumer Protection, as amended, to out-of-court settlement of a consumer dispute arising from a purchase contract or a contract for the provision of services. The Czech Trade Inspection Authority is the entity authorised to carry out out-of-court dispute resolution. Further information is available on the website https://www.coi.cz/en/information-about-adr/information-on-out-of-court-settlement-of-cross-border-consumer-disputes-in-the-eu/.
- Settlement of a consumer dispute is initiated exclusively at the consumer’s request, and only if the dispute has not been resolved directly with the seller. The application may be submitted within 1 year from the date on which the consumer first exercised his/her right which is the subject of the dispute with the Company.
- The consumer has the right to initiate out-of-court dispute resolution online via the ODR platform available at ec.europa.eu/consumers/odr/.
- This procedure is not mediation pursuant to the Mediation Act No. 202/2012 Coll. or arbitration pursuant to the Arbitration and Enforcement of Arbitral Awards Act No. 216/1994 Coll. and its use is without prejudice to the parties’ right to take their claim to the Czech Trade Inspection Authority or to court.
- During the out-of-court settlement negotiations, the limitation of time and prescription periods under the Civil Code shall not run or begin to run unless one of the parties to the dispute expressly refuses to continue the negotiations.
- The Czech Trade Inspection Authority (www.coi.cz) supervises compliance with the obligations under the Consumer Protection Act No. 634/1992 Coll.
- The UAV Platform can be delivered with the MRS UAV System, developed by the Multi-Robot Systems group (http://mrs.felk.cvut.cz/) and provided under the Berkeley Software Distribution freeware License BDS-3.
- Modifications to the MRS UAV System specifically designed for the Client become part of the MRS UAV System and are further provided and distributed under the BDS-3 License.
- Any stand-alone software specifically developed for the Client is provided with a BDS-3 license unless otherwise agreed in advance.
- The Client, by entering into the Agreement with the Company, undertakes to provide its employees and persons in a similar capacity with thorough and complete training in the operation of the UAV Platform and operational safety, including the communication of any safety rules set.
- The Company declares that it shall not be liable for any risks to health, safety or the environment, in particular provided that the UAV Platform has not been handled, stored or used by the Client in accordance with generally accepted practices and documentation supplied by the Company to the Client.
- These General Terms and Conditions, including their components, shall be valid and effective from 1 July 2022