Terms and Conditions of Trade

Part A: General terms

1. About these terms

1.1These terms apply to all goods and services supplied by Incredible Group Limited (company number 4477839), trading as Incredible Group ("we", "us", "our"), to the Client.

1.2Part A applies to every Order. Each Schedule applies only to the type of work it describes:

• Schedule 1: Creative Imaging services
• Schedule 2: Drone operations, surveys and mapping
• Schedule 3: Product sales
• Schedule 4: Subscriptions and platforms
• Schedule 5: Training and consultancy

1.3If there is a conflict, this order applies: (a) special conditions we have agreed in writing, including those in the Order; (b) the relevant Schedule; (c) Part A.

1.4The Client's own terms of purchase, including any terms on a purchase order, do not apply unless a director of Incredible Group agrees to them in writing.

1.5Each Order is a separate Agreement.

1.6We may update these terms from time to time. The version in force when an Order is accepted applies to that Order. For Subscriptions, we will give at least 30 days' written notice of changes that materially affect the Client.

Definitions

1.7In these terms:

• Advertiser means the end user of the Works where we are engaged by an agency, designer or other intermediary.
• Agreement means the Order, these terms, the relevant Schedules and any special conditions agreed in writing.
• Client means the person or entity named in the Order, and includes its employees and agents.
• Deliverables means everything we agree to deliver under an Order, including Works, Goods, reports and access to platforms.
• Goods means any equipment, hardware, software licences, parts or accessories we sell or supply.
• Job-Related Costs means costs we incur on the Client's behalf, including travel, accommodation, permits, approvals, site access, equipment hire, talent, location fees and third party services.
• Order means any quote, estimate, offer of services, proposal, booking or order accepted by the Client, in writing or by instructing us to proceed.
• Price List means our list or schedule of rates in force at the date of the Order.
• Services means any services we provide, including capture, post-production, drone operations, surveys, installation, support, training and consultancy.
• Site means any location where we perform Services.
• Subscription means any ongoing or recurring service, including platform access, monitoring, data hosting and Drone in a Box services.
• Working day means a day other than a Saturday, Sunday or public holiday in Auckland.
• Works means all photographs, video, aerial imagery, audio, graphics, edits, timelapse sequences, survey data, orthomosaics, point clouds, 3D models, reports and other material we create in performing the Services, in any form or medium.

2. Quotes, orders and changes

2.1All instructions, expectations and changes to an Order must be agreed in writing. Email is enough.

2.2Unless it says otherwise, a quote or estimate is valid for 30 days from its date.

2.3An estimate is our best assessment of fees and Job-Related Costs, not a fixed price. We will tell the Client before any increase of 25% or more over the estimate.

2.4A fixed price quote is fixed only for the scope it describes. Work outside that scope is charged at our Price List rates.

2.5An Order is accepted when the Client confirms it in writing, signs it, pays a deposit or tells us to proceed, whichever happens first.

2.6Changes the Client asks for after acceptance, including changes to scope, dates, locations, deliverables or formats, may change the fees, Job-Related Costs and timeframes.

2.7Any timeframes we give are estimates. We will do our best to meet them but are not liable for delays, except where a delivery date is agreed in writing as a firm commitment.

2.8Where the Client needs work on an urgent basis, including where there is no time to re-shoot, re-fly or correct work, we are not liable for losses arising from being unable to do so. Urgent work may attract a surcharge.

2.9Where the Client suspends work for 30 days or more, the Client must pay for all work completed and Job-Related Costs incurred up to the date of suspension.

3. Pricing, payment and overdue accounts

3.1All prices are in New Zealand dollars and exclude GST unless stated otherwise.

3.2Work not priced in the Order is charged at our Price List rates.

3.3We may require a deposit, progress payments or payment in full before we start work, order Goods or release Deliverables.

3.4Unless the Order says otherwise, invoices are due within 7 days of the invoice date.

3.5The Client must reimburse all Job-Related Costs. Where we pay third parties on the Client's behalf, we may add a handling fee.

3.6If the Client disputes an invoice, it must tell us in writing within 7 days of the invoice date, giving reasons. The undisputed part must be paid on time.

3.7The Client may not withhold or set off any amount against what it owes us.

3.8If any amount is not paid by the due date, we may:

(a)charge interest at 2.0% per month on the overdue amount, calculated daily, until it is paid;

(b)recover all reasonable debt collection costs and legal costs (on a solicitor and client basis);

(c)suspend any Services, Subscriptions or deliveries until all amounts owing are paid; and

(d)withhold the delivery or licensing of any Works until all amounts owing are paid.

3.9Payments are applied first to interest and costs, then to the oldest outstanding invoice.

4. Cancellation, postponement and weather

4.1Once an Order is accepted, the Client is committed to paying for it and we are committed to delivering it.

4.2The Client must give notice of cancellation or postponement in writing. Unless the Order says otherwise, these fees apply to the fees for the booked day or days, plus all Job-Related Costs already incurred:

4.3The Client agrees these fees are a fair estimate of our loss, given the notice we have to re-book crew and equipment.

4.4Weather and flight conditions. Our crew or pilot decides whether weather, light, wind, visibility or site conditions are suitable to capture the Works safely and to the agreed standard. That decision is final.

4.5If we postpone for weather or conditions before the crew has travelled, we will reschedule at no charge. If the crew has travelled or is on Site, the Client must pay Job-Related Costs incurred to that point and 50% of the fee for that day. The Client may take out its own weather insurance.

4.6If we need to cancel or postpone for reasons within our control, we will offer another date. If none suits the Client, we will refund any amount paid for the work not done. That is our only liability for the change.

5. Client responsibilities, site access and health and safety

5.1The Client must:

(a)give us accurate and complete information, briefs and approvals on time;

(b)arrange safe access to each Site at the agreed times, and the consent of the landowner or occupier where the Client controls or arranges the Site;

(c)tell us about known hazards, restrictions, security requirements and other activity on or near the Site;

(d)have a representative available to make decisions on the day; and

(e)obtain any model, property, talent or location releases for people and places the Client arranges, and give us copies on request.

5.2Delays caused by the Client, including late access, late approvals or waiting time on Site, are charged at our Price List rates.

5.3Health and safety. Each party will consult, cooperate and coordinate with the other on health and safety, as required by the Health and Safety at Work Act 2015. The Client must give us its site rules and inductions before work starts. Site inductions are charged per visit at our Price List rates.

5.4Our crew may stop or decline any work they consider unsafe. This is not a breach of the Agreement. Clause 4.5 applies to any resulting postponement.

5.5The Client and its people must follow our reasonable safety directions while we are working, including keeping clear of drone take-off and landing areas.

5.6Client property. Property and materials the Client gives us are held at the Client's risk. We may charge for handling or storing them. If they are not collected within 6 months of the work finishing, we may dispose of them.

5.7Contractors. We may use our own subcontractors to perform the Services. We remain responsible for their work under the Agreement. Anyone the Client engages directly, including talent and other suppliers, is the Client's responsibility, and the Client must pay them. If the Client asks us to engage a third party on its behalf, we do so as the Client's agent and the Client indemnifies us for those costs.

6. Intellectual property and licensing

Ownership

6.1We own the copyright and all other intellectual property in the Works, including Works created by our employees and subcontractors, unless the Order expressly assigns it to the Client.

6.2Our methods, procedures, flight plans, operational learnings, templates, software, platforms and know-how remain ours in all cases, including anything we develop while working for the Client.

Licence to the Client

6.3Once the Client has paid all amounts owing under the Agreement, we grant the Client a non-exclusive, non-transferable licence to use the Works we select and deliver. The licence covers the purposes, media, territories and period stated in the Order. If the Order does not state them, the licence covers the purpose the Works were created for, in New Zealand, for the Client's own business.

6.4Any other use or reuse, including new campaigns, other projects, other media or use by another party, needs a further licence. We will not unreasonably refuse one, but it is subject to an agreed fee.

6.5The Client may crop, edit or add text to the Works, unless the Order says otherwise. We keep the copyright in any altered version, and it is licensed on the same terms.

6.6The Client may not:

(a)transfer or sublicense the Works, except to an Advertiser named in the Order on the same terms;

(b)sell, distribute or supply the Works to others as a product, or submit them to stock libraries;

(c)use the Works to train, test or improve artificial intelligence or machine learning models; or

(d)remove or alter copyright notices, watermarks or metadata, or get around any access restrictions we have placed on the Works.

6.7Licensed music, fonts, stock footage and other third party material in the Works are licensed only for the use stated in the Order and are subject to the third party's licence terms.

Assignment of copyright

6.8Where the Order assigns copyright to the Client, the assignment takes effect only once the Client has paid all amounts owing. Clauses 6.2 and 6.10 still apply, and the Client becomes responsible for all releases and clearances needed for its use of the Works.

Credit and our own use

6.9We assert our moral rights in the Works. Unless the Order waives this, published uses of the Works, including on social media, must carry a credit to Incredible Group in a form we agree. If the Client fails to credit us, we may charge a non-attribution fee of up to 200% of our fee for the Works.

6.10We may use the Works, worldwide and at any time, for our portfolio, website, social media, proposals, awards, competitions and exhibitions, and to promote our business. We will not use material the Client has told us in writing is confidential. Where section 105 of the Copyright Act 1994 applies, the Client consents to this use unless the Order excludes it.

Client material

6.11The Client confirms it has the right to use any logos, footage, music, plans, data or other material it gives us, and indemnifies us against any claim that our use of that material, as instructed, infringes anyone's rights.

7. Confidentiality and privacy

7.1Each party will keep confidential any information the other marks or describes as confidential, or that is obviously confidential. This includes our pricing, procedures and technical information. Either party may disclose it to its staff, subcontractors and advisers who need it for the Agreement, or where the law requires.

7.2Clause 7.1 does not apply to information that is public, already known to the receiving party, or developed independently.

7.3Where a separate confidentiality or non-disclosure agreement covers the work, that agreement prevails.

7.4Client's personal information. We collect and hold personal information about the Client and its contacts to provide the Deliverables, manage the account, and tell the Client about our products and services. The Client can opt out of marketing at any time. We handle personal information in line with the Privacy Act 2020, and the Client may ask to see or correct it.

7.5People in the Works. Aerial and on-site capture may record people, vehicles and property near the Site. We plan our capture to limit this and follow the Privacy Act 2020 and Civil Aviation Rules. The Client must tell us about any sensitive areas, people or activities, and must not use the Works in a way that breaches anyone's privacy.

8. Warranties, consumer law and liability

8.1We will perform the Services with reasonable care and skill, using appropriately trained and qualified people.

8.2Business clients. Where the Client acquires Goods or Services for the purposes of a business, the parties agree that:

(a)the Consumer Guarantees Act 1993 does not apply, as allowed by section 43 of that Act; and

(b)sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986 do not apply, as allowed by section 5C of that Act.

The parties agree this is fair and reasonable, as both are in trade.

8.3Consumers. Where the Client is a consumer, nothing in the Agreement limits the Client's rights under the Consumer Guarantees Act 1993 or the Fair Trading Act 1986.

8.4To the extent the law allows, we are not liable for:

(a)loss caused by delay;

(b)loss of profit, revenue, business, data or opportunity;

(c)any indirect or consequential loss; or

(d)errors arising from verbal instructions or from information the Client supplied.

8.5To the extent the law allows, our total liability under or in connection with an Order, however it arises, including in negligence, is limited to the amount the Client has paid us for that Order. For Subscriptions, it is limited to the fees paid in the 12 months before the claim arose.

8.6Insurance. We hold public liability insurance with cover of $10 million, and aviation liability insurance for our drone operations. We will provide certificates of currency on request. Holding insurance does not increase our liability beyond the limits in this clause 8.

8.7The Client indemnifies us against any loss, claim, cost or expense (including legal costs on a solicitor and client basis) arising from:

(a)the Client's breach of the Agreement;

(b)any illegal or defamatory content the Client asks us to produce;

(c)any infringement of third party rights caused by material or instructions the Client supplied; or

(d)recovering any amount the Client owes us.

9. General

9.1Force majeure. Neither party is liable for failing to perform an obligation, other than paying money, because of events outside its reasonable control. These include natural disasters, extreme weather, fire, pandemic, war, civil unrest, strikes, utility or network failures, supply chain delays, and restrictions imposed by the Civil Aviation Authority, Airways, emergency services or any other authority.

9.2Termination. Either party may end an Order by written notice if the other party materially breaches the Agreement and does not fix the breach within 10 working days of being asked to, or becomes insolvent, goes into liquidation or receivership, or makes an arrangement with its creditors. The Client must pay for all work done and costs incurred up to termination.

9.3Disputes. The parties will try to resolve any dispute in good faith. Either party may give written notice of a dispute. The parties will meet, or talk if meeting is not practical, within 5 working days and try to resolve it on a without prejudice basis. If it is not resolved within 20 working days of the notice, either party may refer it to mediation or start proceedings. This does not stop either party seeking urgent relief or recovering unpaid amounts.

9.4Assignment. The Client may not assign or transfer the Agreement without our written consent.

9.5Notices. Notices may be given by email to the address each party has used for the Order.

9.6Severability and waiver. If any part of these terms is unenforceable, the rest still applies. Not enforcing a right straight away does not waive it.

9.7Survival. Clauses about payment, intellectual property, confidentiality, liability and indemnities continue after the Agreement ends.

9.8Entire agreement. The Agreement is the entire agreement between the parties for each Order and replaces any earlier discussions about it.

9.9Governing law. The Agreement is governed by New Zealand law and the parties submit to the exclusive jurisdiction of the New Zealand courts.

Schedules

Schedule 1: Creative Imaging services

This Schedule applies to photography, videography, ground and aerial filming, editing, colour grading, music integration and other post-production.

S1.1Creative direction. Where a Client representative attends the shoot, they direct the work and their approval on the day confirms the creative approach. Where no representative attends, our judgement on creative matters applies within the agreed brief. Works in the style shown in our portfolio are accepted as meeting the brief.

S1.2Selection and files. We select and edit the Works we deliver. Raw files, unused footage and project files are not supplied unless the Order includes them, and may be licensed for an extra fee.

S1.3Revisions. The Order includes up to two rounds of consolidated revisions for each edit, unless it says otherwise. Further revisions, and changes to the brief after editing starts, are charged at our post-production rates.

S1.4Technical quality. If delivered Works are not of acceptable technical quality for their agreed purpose, the Client must tell us within 10 working days of delivery. We will fix the defect within a reasonable time, at no extra charge. If we cannot fix it, the Client does not have to pay our fee for the affected Works, but must pay Job-Related Costs. This is the Client's only remedy for defective Works.

S1.5Colour. We are not responsible for how colours appear on screens, printers or systems we do not control, or for fading of prints over time.

S1.6Storage. The Client is responsible for storing and backing up the Works once delivered. We keep project files under our usual practices but do not guarantee to keep them. If we have them, we may supply copies for a fee.

Schedule 2: Drone operations, surveys and mapping

This Schedule applies to all flights we carry out, including aerial capture, inspections, FPV and indoor flights, surveys, mapping, 3D modelling and repeat capture programmes.

S2.1Regulation. We operate under Civil Aviation Rules Part 101 and Part 102 and our Part 102 operator certificate. Nothing in the Agreement requires us to fly outside those rules or our approved procedures.

S2.2Pilot's authority. The pilot in command has final authority over every flight. They may delay, change or stop a flight for safety, weather, airspace or regulatory reasons, and clause 4.5 applies to any postponement.

S2.3Approvals. Unless the Order says otherwise, we arrange the airspace and aerodrome approvals our operation needs. Permit fees and council or landowner charges are Job-Related Costs. Approvals are decided by third parties, so we cannot guarantee them or their timing.

S2.4Consent and access. The Client must help us obtain consent from owners and occupiers of land we need to fly over, and must arrange it for land the Client controls. Where the Order involves flight over or near people, the Client must help us manage staff, contractors and the public on Site so we can operate within our approved procedures.

S2.5Indoor, confined space and close-proximity flights. These carry a higher risk of contact with structures. The Client must tell us about fragile, valuable or hazardous items, and remove them where practical, before we fly.

S2.6Survey and mapping outputs. Accuracy depends on equipment, ground control, GNSS conditions, weather and Site conditions. Unless the Order states an accuracy and the method to achieve it:

(a)outputs are for visual, planning, progress and condition assessment purposes;

(b)they are not cadastral, engineering or certified surveys, and are not prepared by a licensed cadastral surveyor; and

(c)the Client must check them before relying on them for design, construction, legal boundaries or quantities.

S2.7Point in time. Survey and inspection data shows the Site as it was when captured. Unless the Order includes analysis or reporting, interpreting the data, including identifying defects, is the Client's responsibility or that of its engineers.

S2.8Repeat programmes. For scheduled capture, such as fortnightly mapping, a visit missed due to weather or Site access is rescheduled to the next suitable day. Visits missed because of the Client are charged as scheduled.

S2.9Records. We keep flight logs, raw data and records as required by our operator certificate and may retain copies for that purpose. Clause 7 applies to them.

Schedule 3: Product sales

This Schedule applies to Goods we sell or supply, including DJI Enterprise and Lucid Bots products, docks, payloads, batteries, accessories, parts and software licences.

S3.1Pricing. Many Goods are priced from overseas suppliers. Until we confirm the order with our supplier, we may adjust the price to reflect changes in supplier pricing, freight or exchange rates. We will tell the Client before we do, and the Client may cancel without charge if it does not accept the change.

S3.2Special orders. Goods ordered in specially for the Client may require a deposit. Once we have placed the order with our supplier, the deposit is non-refundable and the Order cannot be cancelled.

S3.3Delivery and risk. Delivery dates depend on our suppliers and are estimates only. Risk in the Goods passes to the Client on delivery or collection.

S3.4Inspection. The Client must inspect the Goods on delivery and tell us in writing of any damage, shortage or fault within 5 working days. After that, the Goods are treated as accepted, subject to the manufacturer's warranty.

S3.5Retention of title. Ownership of the Goods stays with us until the Client has paid all amounts owing to us, on any account. Until then, the Client holds the Goods for us, must keep them insured and identifiable, and must not sell or encumber them except in the ordinary course of business. If payment is overdue, we may enter the place where the Goods are kept to recover them.

S3.6Personal Property Securities Act 1999 (PPSA). The Client agrees that these terms create a security interest in the Goods and their proceeds, which we may register. The Client will sign any documents we reasonably need for this, waives its right to receive a verification statement under section 148, and agrees that sections 114(1)(a), 133 and 134 do not apply, to the extent section 107 allows.

S3.7Warranty. Goods carry the manufacturer's warranty, which we pass on to the Client. We will help the Client make warranty claims. The warranty does not cover damage from crashes, misuse, unauthorised repairs or modifications, or use against the manufacturer's instructions. Extended cover such as DJI Care Enterprise is subject to its own terms. Except as clause 8.3 provides, we give no other warranty for Goods.

S3.8Returns. We accept returns only for faulty Goods, or by agreement. Agreed returns of unused Goods in original packaging may incur a restocking fee. Special order Goods, opened software and activated licences cannot be returned.

S3.9Use of Goods. The Client is responsible for operating the Goods safely and lawfully, including compliance with Civil Aviation Rules, pilot qualifications, health and safety, and the manufacturer's instructions. Manufacturer apps, firmware and cloud services are subject to the manufacturer's own terms, including how they handle data.

S3.10Export controls. Some Goods are subject to export controls and sanctions laws. The Client must not export, re-export or transfer them in breach of those laws.

Schedule 4: Subscriptions and platforms

This Schedule applies to Subscriptions, including Percepta by Incredible Group, Drone in a Box and remote operations, timelapse and project tracking, and online project portals.

S4.1Term and renewal. A Subscription runs for the minimum term in the Order. It then renews for the same period, or monthly if the Order says so, unless either party gives at least 30 days' written notice before the end of the current term.

S4.2Fees. Subscription fees are invoiced in advance at the intervals in the Order. We may change fees for a renewal term by giving at least 30 days' written notice before it starts.

S4.3Early termination. If the Client ends a Subscription before the minimum term ends, other than under clause 9.2, it must pay the fees for the rest of the minimum term and the cost of removing any equipment.

S4.4Availability. We will use reasonable efforts to keep platforms and services available, but we do not guarantee uninterrupted or error-free service. Services depend on power, internet, mobile and satellite networks, third party data feeds, weather and regulatory conditions. Remote and automated flights are subject to Schedule 2.

S4.5Alerts and monitoring. Detection, AI alerts and monitoring are aids to the Client's own processes. They may miss events or raise false alerts. They are not a substitute for emergency services, life safety systems or the Client's own security and safety responses, for which the Client remains responsible. Third party data, such as ADS-B and weather feeds, is supplied as received.

S4.6Equipment on Site. Cameras, docks, drones, radar, power systems and other equipment we install remain our property unless the Order sells them to the Client. The Client must provide a secure location, and any power or network connection stated in the Order. The Client is responsible for loss or damage to the equipment on Site, except fair wear and tear or damage we cause. The Client must tell us promptly of any damage and give us access to maintain and remove the equipment.

S4.7Accounts. The Client must keep log-in details secure and is responsible for everything done through its accounts.

S4.8Acceptable use. The Client must use the Subscription lawfully, including the Privacy Act 2020 in how it monitors people and places. It must not copy, resell, reverse engineer or interfere with our platforms.

S4.9Data. Data the Client uploads remains the Client's. Imagery and data we capture through a Subscription are Works under clause 6. The Client's licence to use them for its own internal purposes continues after the Subscription ends, if all fees are paid.

S4.10End of Subscription. Platform access ends when the Subscription ends. The Client may download its data and Works for 30 days after that. We may then delete them.

Schedule 5: Training and consultancy

This Schedule applies to training, equipment setup and support, regulatory and operational consultancy, and arrangements that give the Client access to our Part 102 certificate or procedures.

S5.1Training. We deliver training as set out in the course outline or Order. Trainees must meet any stated prerequisites and follow our instructors' directions. We may remove a trainee who acts unsafely, without refund.

S5.2Outcomes. Completing our training shows the trainee has completed it. It does not by itself grant a pilot qualification, a CAA certificate or permission to operate, unless the Order says so. The Client is responsible for its people operating lawfully after training.

S5.3Training materials. Course materials, manuals and procedures remain our property. They are licensed to the trainee for their own use and must not be copied, shared or used to train others.

S5.4Operating under our certificate. Where the Client's pilots operate under our Part 102 certificate or procedures, a separate Licence Agreement applies. The Client must follow our exposition, procedures and directions at all times. We may suspend that access immediately if we believe safety or compliance is at risk.

S5.5Consultancy and advice. Our advice is based on the information the Client gives us and the rules and technology in place at the time. The Client makes its own decisions on that advice. Regulatory approvals are decided by the Civil Aviation Authority and other authorities, so we cannot guarantee any outcome.

S5.6Our know-how. Our operational procedures and learnings, including those for BVLOS and remote operations, are our confidential information under clause 7 and our property under clause 6.2.