Terms & Conditions
SERVICES TERMS
These SERVICE TERMS are entered into by and between GP Aerial Perspectives, a Division of GP Electronic Services, inc. a Florida corporation, with its principal address at 2653 Bruce B. Downs Blvd. Suite 108 PMB 143 Wesley Chapel Florida. 33544, and the Client set forth in the Task Order which incorporates these Terms by reference (hereinafter, the “Client”), as of the effective date of such Task Order (the “Effective Date”). The Company and Client may each be referred to herein as a “Party” and collectively, as the “Parties”.
1. Background
GP Aerial Perspectives provides professional unmanned aircraft systems (“UAS”) and a platform for use by its clients, including Client, to engage GP Aerial Perspectives for UAS-related services (collectively, the “Services”), including UAS pilots and UAS visual observers. Client wishes to engage GP Aerial Perspectives to perform the Services set forth in the Task Order. These Terms set forth the general terms and conditions which will govern the Task Order.
2. Scope of Work
a. The Task Order includes the specifications for the services and products to be delivered to Client (the “Work”), specific tasks and functions to be performed by the pilot, the time period(s) in which the assigned work is to be undertaken and completed, the compensation to be paid to GP Aerial Perspectives for the Work, and such additional information as are set forth therein. In the event of a conflict between these Terms and the Task Order, the terms of the Task Order shall be controlling.
b. Client may expand or modify the scope of the Task Order at any time with the issuance of a written change order. If the written change order causes an increase or decrease in the cost, or the time required for performance of the Work and Services encompassed in the Task Order, the Parties shall negotiate equitable and mutually acceptable adjustments in the Task Order compensation and, if necessary, the time period(s) for performance. GP Aerial Perspectives shall not be authorized or obligated to proceed until the modified Task Order has been approved in writing by the Parties.
c. Should the Task Order pertain to Work in support of a prime contract which requires compliance with certain flow-down provisions, the Task Order must provide the additional terms and conditions applicable to GP Aerial Perspectives in order to be binding on GP Aerial Perspectives. GP Aerial Perspectives will abide by all provisions of the prime agreement applicable to the Work which are included in the Task Order.
3. GP Aerial Perspectives’ Responsibilities
GP Aerial Perspectives will provide the aircraft, personnel, and equipment necessary to perform and complete each Task Order within the specified time period. In performing its services, GP Aerial Perspectives will follow professional and technical standards and practices consistent with the specifications for the Work and tasks encompassed in the Task Order. The pilot’s authority with respect to flight operations and decisions on matters affecting aircraft safety will be final and binding. The assigned work shall be considered complete only after the Work specified in the Task Order has been reviewed and accepted by Client.
4. Quality Control
GP Aerial Perspectives will perform the Work in accordance with the Task Order specifications and requirements. GP Aerial Perspectives will provide such reports and access to imagery and data as Client may reasonably request or require prior to completion of the Work. Client agrees to review the completed services and notify GP Aerial Perspectives as promptly as possible to determine whether any deliverables fail to conform to the specifications and criteria of the Task Order. Upon notice from Client, GP Aerial Perspectives will undertake such corrective action as may be necessary or appropriate to assure proper completion of the Work in accordance with the Task Order specifications and tasks. Such corrective actions shall be Client’s sole remedy for any failure of the deliverables to conform to the specifications and criteria of the Task Order.
5. Review and Acceptance
Client agrees to, within seven (7) days of receipt of completed work, review the completed Work and to notify GP Aerial Perspectives if it determines that any deliverables do not conform to the specifications and criteria for the Work. Nonconforming imagery and data will be re-flown, reacquired and/or reprocessed by GP Aerial Perspectives at its sole cost and expense. Unless a different review period is specified in the Task Order, failure to notify GP Aerial Perspectives of any nonconformity within seven (7) days after Client’s receipt of the completed Work and deliverables will be deemed to constitute acceptance.
6. Project Representatives
The Task Order designates an individual from each Party to act as its Project Representative. All materials exchanged between the Parties for formal approval and quality control with respect to the Task Order shall be communicated to and through their respective Project Representatives.
7. Compensation and Payment
Client will compensate GP Aerial Perspectives for its services and any reimbursable expenses in accordance with the price and terms set forth in the Task Order. Unless otherwise agreed in the Task Order, GP Aerial Perspectives will submit its invoice for payment upon completion of the Work and payment shall be due from Client in United States currency upon receipt of invoice. Client shall be responsible for paying all federal, state, local, foreign or other taxes, duties, tariffs or other charges, however designated, arising from or based upon the Task Order and these Terms, or the transactions contemplated by either of them, except for taxes based on GP Aerial Perspectives’ income. Failure on the part of Client’s customer to make any payment due Client shall not relieve Client of the obligation to pay GP Aerial Perspectives for all Work performed and delivered to Client in accordance with the Task Order specifications and these Terms. GP Aerial Perspectives reserves the right to charge a late fee of 1.5% of the invoice’s value per month, or the highest rate allowed by applicable law, whichever is lower, if payment in full is not received within thirty (30) days of the issuance date. In addition, GP Aerial Perspectives reserves the right to terminate and/or suspend performance of the Task Order and these Terms upon ten (10) days prior written notice to Client of a failure to timely pay an invoice. Client shall be liable for all costs of collection, including attorneys’ fees and costs, if payment in full is not received within thirty (30) days of the issuance date. Except as otherwise set forth in a Task Order, payment shall be made via ACH transfer or wire transfer, in Client’s discretion, provided that self-service Task Orders shall always be paid via ACH without invoice.
8. Insurance Coverage
During the Term of the Task Order GP Aerial Perspectives will maintain appropriate insurance coverage for its activities under such Task Order and these Terms, including coverage for injury and property damage insurance.
These SERVICE TERMS are entered into by and between GP Aerial Perspectives, a Division of GP Electronic Services, inc. a Florida corporation, with its principal address at 2653 Bruce B. Downs Blvd. Suite 108 PMB 143 Wesley Chapel Florida. 33544, and the Client set forth in the Task Order which incorporates these Terms by reference (hereinafter, the “Client”), as of the effective date of such Task Order (the “Effective Date”). The Company and Client may each be referred to herein as a “Party” and collectively, as the “Parties”.
1. Background
GP Aerial Perspectives provides professional unmanned aircraft systems (“UAS”) and a platform for use by its clients, including Client, to engage GP Aerial Perspectives for UAS-related services (collectively, the “Services”), including UAS pilots and UAS visual observers. Client wishes to engage GP Aerial Perspectives to perform the Services set forth in the Task Order. These Terms set forth the general terms and conditions which will govern the Task Order.
2. Scope of Work
a. The Task Order includes the specifications for the services and products to be delivered to Client (the “Work”), specific tasks and functions to be performed by the pilot, the time period(s) in which the assigned work is to be undertaken and completed, the compensation to be paid to GP Aerial Perspectives for the Work, and such additional information as are set forth therein. In the event of a conflict between these Terms and the Task Order, the terms of the Task Order shall be controlling.
b. Client may expand or modify the scope of the Task Order at any time with the issuance of a written change order. If the written change order causes an increase or decrease in the cost, or the time required for performance of the Work and Services encompassed in the Task Order, the Parties shall negotiate equitable and mutually acceptable adjustments in the Task Order compensation and, if necessary, the time period(s) for performance. GP Aerial Perspectives shall not be authorized or obligated to proceed until the modified Task Order has been approved in writing by the Parties.
c. Should the Task Order pertain to Work in support of a prime contract which requires compliance with certain flow-down provisions, the Task Order must provide the additional terms and conditions applicable to GP Aerial Perspectives in order to be binding on GP Aerial Perspectives. GP Aerial Perspectives will abide by all provisions of the prime agreement applicable to the Work which are included in the Task Order.
3. GP Aerial Perspectives’ Responsibilities
GP Aerial Perspectives will provide the aircraft, personnel, and equipment necessary to perform and complete each Task Order within the specified time period. In performing its services, GP Aerial Perspectives will follow professional and technical standards and practices consistent with the specifications for the Work and tasks encompassed in the Task Order. The pilot’s authority with respect to flight operations and decisions on matters affecting aircraft safety will be final and binding. The assigned work shall be considered complete only after the Work specified in the Task Order has been reviewed and accepted by Client.
4. Quality Control
GP Aerial Perspectives will perform the Work in accordance with the Task Order specifications and requirements. GP Aerial Perspectives will provide such reports and access to imagery and data as Client may reasonably request or require prior to completion of the Work. Client agrees to review the completed services and notify GP Aerial Perspectives as promptly as possible to determine whether any deliverables fail to conform to the specifications and criteria of the Task Order. Upon notice from Client, GP Aerial Perspectives will undertake such corrective action as may be necessary or appropriate to assure proper completion of the Work in accordance with the Task Order specifications and tasks. Such corrective actions shall be Client’s sole remedy for any failure of the deliverables to conform to the specifications and criteria of the Task Order.
5. Review and Acceptance
Client agrees to, within seven (7) days of receipt of completed work, review the completed Work and to notify GP Aerial Perspectives if it determines that any deliverables do not conform to the specifications and criteria for the Work. Nonconforming imagery and data will be re-flown, reacquired and/or reprocessed by GP Aerial Perspectives at its sole cost and expense. Unless a different review period is specified in the Task Order, failure to notify GP Aerial Perspectives of any nonconformity within seven (7) days after Client’s receipt of the completed Work and deliverables will be deemed to constitute acceptance.
6. Project Representatives
The Task Order designates an individual from each Party to act as its Project Representative. All materials exchanged between the Parties for formal approval and quality control with respect to the Task Order shall be communicated to and through their respective Project Representatives.
7. Compensation and Payment
Client will compensate GP Aerial Perspectives for its services and any reimbursable expenses in accordance with the price and terms set forth in the Task Order. Unless otherwise agreed in the Task Order, GP Aerial Perspectives will submit its invoice for payment upon completion of the Work and payment shall be due from Client in United States currency upon receipt of invoice. Client shall be responsible for paying all federal, state, local, foreign or other taxes, duties, tariffs or other charges, however designated, arising from or based upon the Task Order and these Terms, or the transactions contemplated by either of them, except for taxes based on GP Aerial Perspectives’ income. Failure on the part of Client’s customer to make any payment due Client shall not relieve Client of the obligation to pay GP Aerial Perspectives for all Work performed and delivered to Client in accordance with the Task Order specifications and these Terms. GP Aerial Perspectives reserves the right to charge a late fee of 1.5% of the invoice’s value per month, or the highest rate allowed by applicable law, whichever is lower, if payment in full is not received within thirty (30) days of the issuance date. In addition, GP Aerial Perspectives reserves the right to terminate and/or suspend performance of the Task Order and these Terms upon ten (10) days prior written notice to Client of a failure to timely pay an invoice. Client shall be liable for all costs of collection, including attorneys’ fees and costs, if payment in full is not received within thirty (30) days of the issuance date. Except as otherwise set forth in a Task Order, payment shall be made via ACH transfer or wire transfer, in Client’s discretion, provided that self-service Task Orders shall always be paid via ACH without invoice.
8. Insurance Coverage
During the Term of the Task Order GP Aerial Perspectives will maintain appropriate insurance coverage for its activities under such Task Order and these Terms, including coverage for injury and property damage insurance.