These Terms will apply to any contract between us for when you order and/or purchase a ready-to-fly built machine from Heliguy (a Product). Please read these Terms carefully and make sure that you understand them, before purchasing a Product from our site. Please note that by ordering and/or purchasing a Product, you agree to be bound by these Terms and the other documents expressly referred to in it.
Any capitalized words that are not defined in the main body of these Terms are defined in clause 22.
You should print a copy of these Terms or save them to your computer for future reference.
We amend these Terms from time to time. Please check these Terms regularly to ensure you understand the terms which will apply at that time. These Terms were most recently updated on 08 August 2017.
1.1 We are Colena Ltd (trading as Heliguy), Unit 9, Jupiter Court, Orion Business Park, North Shields, Tyne and Wear, NE29 7SE with VAT Number 875 0932 02 (Heliguy, we, us, our).
1.2 To contact us, please see our Contact Us page www.heliguy.com
1.3 Your use of our site is governed by our terms of website use. Please take the time to read these, as they include important terms which apply to you.
This clause only applies if you are a consumer (i.e. a person who is buying a Product for their own personal use and not for Commercial Operations).
2.1 We intend to rely upon these Terms and any document expressly referred to in them in relation to the Contract between you and us.
2.2 As a consumer, you have legal rights in relation to a Product that is faulty or not as described. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards office. Nothing in these Terms will affect these legal rights.
This clause only applies if you are a business customer (e.g. a UAV operator business).
3.1 If you are not a consumer, you confirm that you have authority to bind any business on whose behalf you use our site to access a Product.
3.2 These Terms and any document expressly referred to in them constitute the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us that is not set out in these Terms or any document expressly referred to in them.
4.1 You can order a Product online by checking out via our website or by contacting us and placing an Order. We will send you a quote for the Product.
4.2 Our order process allows you to check and amend any errors before submitting your order to us. Please take the time to read and check your order at each page of the order process.
4.3 After you submit an Order and agree to our quote, we will confirm our acceptance of the Order to you by sending you a confirmation e-mail (Confirmation) specifying:
4.4 The Contract between us will only be formed when we send you the Confirmation.
4.5 These Terms apply to the Contract to the exclusion of any other terms that you may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
4.6 Each party shall use the relevant Order Number in all subsequent correspondence relating to the Order.
4.7 The Customer may at any time prior to the date on which the Order is to be ready for collection or dispatch (Delivery Date) amend or cancel an Order by written notice to Heliguy. If the Customer amends or cancels an Order, its liability to Heliguy shall be limited to payment to Heliguy of all costs reasonably incurred by Heliguy in fulfilling the Order up until the date of deemed receipt of the amendment or cancellation, except that where the amendment or cancellation results from Heliguy's failure to comply with its obligations under these Terms the Customer shall have no liability to Heliguy in respect of it.
5.1 Heliguy shall supply and the Customer shall purchase Product(s) in accordance with these Terms.
5.2 Unless otherwise agreed between the parties in writing Products are intended for a non-military use only.
5.3 Neither party shall export, directly or indirectly, any technical data acquired from the other party under these Terms (or any products, including software, incorporating any such data) in breach of any applicable laws or regulations, including United States, UK and EU export laws and regulations, to any country for which the government or any agency thereof at the time of export requires an export licence or other governmental approval without first obtaining such licence or approval. The Customer shall ensure that the Products will not be exported, sold, diverted, transferred or otherwise disposed of in violation of any import or export legislation, either in their original form or after being incorporated into other items.
6.1 Delivery of the Products shall take place at the Delivery Location. Acceptance of any change to the Delivery Location requested by you shall be at Heliguy’s sole discretion and you shall be liable for any additional expenses incurred by Heliguy as a result of such change. Heliguy shall arrange for suitable transport to the Delivery Location. Heliguy may effect delivery in one or more instalments.
6.2 Delivery or performance dates in relation to the supply of Products are approximate only and, unless otherwise expressly stated, time is not of the essence for delivery of the Products.
6.3 Delivery of an Order shall be completed on the completion of loading of the Order at the Delivery Location.
6.4 Delays in the delivery of an Order shall not entitle you to:
6.5 Heliguy shall have no liability for any failure or delay in delivering an Order to the extent that such failure or delay is caused by your failure to comply with its obligations under these Terms.
6.6 If you indicate that you wish to collect the Product from Heliguy’s premises and then fail to take delivery of an Order within three Business Days of Heliguy notifying you that the Order is ready for collection, then, except where such failure or delay is caused by Heliguy's failure to comply with its obligations under these Terms:
7.1 Heliguy shall manufacture, pack and supply the Product with reasonable skill and care in accordance with generally accepted industry standards and practices.
7.2 We recommend you carry out a full flight checks and tests before flying a Product. Our web site forums include postings on procedures you may choose follow. If you believe the Product is faulty you must inform us immediately and before flying the Product.
7.3 Any faults must be reported before the Product is flown. If you attempt to fly the Product then your Product will not be classed as faulty and as such no refunds or returns will be accepted.
7.4 Magnetic interference can affect the compass on an autopilot and cause failure particularly if it is placed near power transformers, high voltage cables or similar electrical devices. We expressly disclaim all warranties in relation to damage or failure due to magnetic interference. If you suspect failure due to magnetic interference may have occurred please contact us to establish this and resolve the issue.
7.5 Subject to clause 7.3, save for any defects which result from ordinary wear and tear or any handling (e.g. incorrect use, service or storage) of the Product by the Customer or third parties contrary to the Specifications or any other written recommendations regarding its use, Heliguy warrant that the Products supplied to the Customer by Heliguy under these Terms shall, for a period of 21 days after Delivery:
7.6 To claim the benefit of the warranty set out in this clause 7, you must inform us of the defect as soon as reasonably possible but in any event not later than 3 days after discovery. When notifying a defect, you should provide us with a documented example of the defect and allow us reasonable access to your premises, facilities and relevant personnel to resolve the relevant issues.
7.7 If you are a consumer, this warranty is in addition to your legal rights in relation to a Product that is faulty or not as described. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards office.
7.8 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from these Terms.
7.9 When requested Heliguy shall ensure that the Products are properly packed and secured in such manner as to enable them to reach their destination in good condition.
7.10 We recommend you employ a maintenance routine as taught on operator training courses such as BNUC-S and RPQ-S but we shall have no liability for any maintenance of the Product you conduct.
8.1 Subject to clause 7.3, the Customer may reject any Products delivered to it that do not materially comply with the Specification, provided that notice of rejection is given to Heliguy:
8.2 If the Customer fails to give notice of rejection in accordance with clause 8.1, it shall be deemed to have accepted such Products.
8.3 If the Customer rejects Products under clause 8.1 then the Customer shall be entitled to:
8.4 Once Heliguy has complied with the Customer's request, it shall have no further liability to the Customer in respect of the rejected Products' failure to comply with this clause or the Specification.
9.1 You agree to use any Lithium Polymer batteries supplier in accordance with the manufacturer’s instruction. You must regularly check any Lithium Polymer batteries and store them in conditions consistent with the manufacturer’s instructions. We recommend that Lithium Polymer batteries are replaced after 250 cycles and they must be disposes of in accordance with WEEE regulations.
9.2 Fire can be caused by overcharging Lithium Polymer batteries (including the uses of the wrong charger or charger setting, unbalanced battery load, charger fouled by poor power supply), charging a damaged cell or pack and short circuit (including crash damage).
9.3 Cells or packs can be damaged by over discharging (including running too flat and/or too hot, discharging an unbalanced battery load), short circuit and crash damage.
9.4 Many airlines do not permit carriage of Lithium Polymer batteries. You must check airline policies and rules before attempting to fly with Lithium Polymer batteries on commercial airline flights.
9.5 Misuse, abuse incorrect charging and discharging and all other inappropriate use of Lithium Polymer batteries is not covered under the warranty set out in clause 7.
10.1 Risk in Products shall pass to the Customer on Delivery.
10.2 Title to Products shall not pass to the Customer until Heliguy has received payment in full (in cash or cleared funds) for:
10.3 Until title to Products has passed to the Customer, the Customer shall:
10.4 If before title to Products passes to the Customer the Customer becomes subject to any of the insolvency events in clause 18.1c) then, provided that such Products have not been resold and without limiting any other right or remedy Heliguy may have, Heliguy may at any time require the Customer to deliver up such Products and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the relevant Products are stored in order to recover them.
11.1 The Product Prices are exclusive of amounts in respect of VAT. The Customer shall, on receipt of a valid VAT invoice from Heliguy, pay to Heliguy such additional amounts in respect of VAT as are chargeable on a supply of Products.
11.2 The Product Prices are exclusive of the costs of packaging, insurance and carriage of the Products, which shall be paid by the Customer.
11.3 Heliguy may review and increase the Product Prices from time to time. Heliguy shall give the Customer written notice of any such increase as soon as practicable before the proposed date of that increase.
12.1 If Heliguy requires the Customer to pay a deposit upon placing an Order this shall be specified by Heliguy (Deposit). Commencement of manufacture of the Product is dependent on the cleared receipt of the Deposit by Heliguy. The Customer shall pay the remaining amount in full and in cleared funds 14 days of receipt of an invoice. Payment shall be made to the bank account nominated in writing by Heliguy using the payment methods shown on our website.
12.2 If a party fails to make any payment due to the other under these Terms by the due date for payment (due date), then, without limiting the other party's remedies under these Terms, the defaulting party shall pay interest under the Late Payment of Commercial Debts (Interest) Act 1998 and the Customer shall pay the interest immediately on demand. The defaulting party shall pay the interest together with the overdue amount. This clause shall not apply to payments that the defaulting party disputes in good faith.
12.3 If the Customer disputes any invoice or other statement of monies due, the Customer shall immediately notify Heliguy in writing. The parties shall in the first instance negotiate in good faith to attempt to resolve the dispute promptly. Heliguy shall provide all such evidence as may be reasonably necessary to verify the disputed invoice or request for payment.
12.4 Each party may, without limiting any other rights or remedies it may have, set off any amounts owed to it by the other party against any amounts payable by it to the other party.
12.5 All payments payable to Heliguy or the Customer under these Terms shall become due immediately on its termination. This clause 12 is without prejudice to any right to claim for interest under the law or under these Terms.
This clause only applies if you are a consumer. (i.e. a person who is buying a Product for their own personal use and not for Commercial Operations)
13.1 If you are a consumer, you have a legal right to cancel a Contract under consumer protection law during the period set out below. This means that during the relevant period if you change your mind or for any other reason you decide you do not want to keep a Product , you can notify us of your decision to cancel the Contract and receive a refund. Advice about your legal right to cancel the Contract under these regulations is available from your local Citizens' Advice Bureau or Trading Standards office.
13.2 Your legal right to cancel a Contract;
13.3 To cancel a Contract, you must contact us in writing by sending an e-mail to [email protected] or by sending a letter to Colena Ltd (trading as Heliguy), Unit 9, Jupiter Court, Orion Business Park, North Shields, Tyne and Wear, NE29 7SE. You may wish to keep a copy of your cancellation notification for your own records.
13.4 You will receive a full refund of the price you paid for a Product. We will process the refund due to you as soon as possible and, in any case, within 30 calendar days of the day on which you gave us notice of cancellation.
13.5 Details of your legal right to cancel and an explanation of how to exercise it are provided in the Confirmation.
13.6 As a consumer, you will always have legal rights in relation to a Product that are faulty or not as described. These legal rights are not affected by the returns policy in this section or these Terms. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards office. The returns policy was amended on Friday 18th May 2018.
13.7 For any training based products, where you'll physically attend a course, your right to a refund is waived at 12:00 midnight the day before the training commences. This is due to the fixed costs involved in supplying a training course.
14.1 Each party undertakes that it shall not at any time during these Terms and for a period of two years after termination disclose to any person any confidential information disclosed to it by the other party concerning the business or affairs of the other party, including but not limited to information relating to a party's operations, processes, plans, product information, know-how, designs, trade secrets, software, market opportunities and customers (Confidential Information), except as permitted by clause 14.2.
14.2 Each party may disclose the other party’s Confidential Information:
14.3 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information other than those expressly stated in these Terms are granted to the other party or to be implied from these Terms. In particular, save as set out in clause 14.4 below, no licence is hereby granted directly or indirectly under any patent, invention, discovery, copyright or other Intellectual Property right held, made, obtained or licensable by either party now or in the future.
14.4 All Documents are the Intellectual Property of Heliguy and are protected by copyright. Words indicating such proprietary rights may not be altered, covered or eliminated by the Customer. Heliguy grants to the Customer a non-exclusive limited licence to use the Documents for the purpose of operating the Product. Documents shall not be made available to any third party without Heliguy’s prior written consent.
This clause only applies if you are a business customer (e.g. a UAV operator business).
15.1 We only supply a Product for internal use by your business, and you agree not to use a Product for any re-sale purposes.
15.2 Nothing in these Terms limit or exclude our liability for:
15.3 Subject to the above, we will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
15.4 Subject to the events listed above in this section, our total liability to you in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 100% the price you have paid for the Product to which the claim relates.
15.5 Except as expressly stated in these Terms, we do not give any representation, warranties or undertakings in relation to a Product. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that a Product is suitable for your purposes.
This clause only applies if you are a consumer (i.e. a person who is buying a Product for their own personal use and not for Commercial Operations)
16.1 If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of these Terms or our negligence, but we are not responsible for any loss or damage that is not foreseeable (including but not limited to any modification to the Product made by the Customer, including but not limited to changes to default settings on autopilot, autopilot software and firmware (including upgrades), radio, ESC, prop changes, battery changes, weight changes that may affect flight and magnetic interference). Loss or damage is foreseeable if they were an obvious consequence of our breach or if they were contemplated by you and us at the time we entered into the Contract.
16.2 We only supply a Product for domestic and private use. You agree not to use a Product for any commercial, business, Commercial Operations or re-sale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
16.3 We do not in any way exclude or limit our liability for:
17.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below.
17.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, magnetic interference or failure of public or private telecommunications networks.
17.3 If an Event Outside Our Control takes place that affects the performance of our obligations under a Contract:
18.1 Without prejudice to any other rights or remedies available hereunder either party may terminate this Contract forthwith by giving notice in writing to the other upon the happening of any one or more of the following events, namely:
18.2 Without prejudice to any rights and remedies available to it, we shall be entitled, forthwith on written notice to you, to either suspend the User’s access to a Product or terminate the Licence (and any other licence with you) if any sum owing to us from you on any account whatsoever shall have been left unpaid after the due date for payment.
19.1 Upon termination of this Contract for any reason whatsoever:
20.1 When we refer, in these Terms, to "in writing", this will include e-mail.
20.2 If you wish to contact us in writing, or if any clause in these Terms requires you to give us notice in writing, you can send this to us by e-mail or by pre-paid post to Colena Ltd (trading as Heliguy), Unit 9, Jupiter Court, Orion Business Park, North Shields, Tyne and Wear, NE29 7SE or to [email protected]. We will confirm receipt of this by contacting you in writing, normally by e-mail. If you are a consumer and exercising your right to cancel under these Terms, please follow the directions for informing us above.
20.3 If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us in your order.
20.4 If you are a business, please note that any notice given by you to us, or by us to you, will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
21.1 Both parties shall comply with their obligations at law including but not limited to the UK Bribery Act 2010.
21.2 We may transfer our rights and obligations to another organisation, but this will not affect your rights or our obligations under these Terms. We will notify you in writing or by posting on this webpage if this happens.
21.3 You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.
21.4 This contract is between you and us. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties Act) 1999 or otherwise.
21.5 Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
21.6 If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
21.7 If you are a consumer, please note that these Terms are governed by English law. This means a Contract for to a Product and any dispute or claim arising out of or in connection with it will be governed by English law. You and we both agree to that the courts of England and Wales will have non-exclusive jurisdiction. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are resident of Scotland, you may also bring proceedings in Scotland.
21.8 If you are a business, these Terms are governed by English law. This means that a Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), will be governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.
22.1 The definitions and rules of interpretation in this clause apply in these Terms.
Air Navigation Order: means The Air Navigation Order 2016 No. 765 (SI).
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Commercial Operations: has the meaning set out in article 7 of the Air Navigation Order meaning any operation of an aircraft (other than for public transport) which is available to the public or which, when not made available to the public, is performed under a contract between an operator and a customer, where the latter has no control over the operator in return for remuneration or other valuable consideration.
Delivery: completion of delivery of an Order in accordance with clause 6.
Delivery Date: the date specified for delivery of an Order in accordance with clause 6.
Delivery Location: the Customer's premises or such other location as the Customer specifies on the Order and which has been accepted by Heliguy in the Confirmation.
Deliverables: all Documents, products and materials developed by Heliguy or its agents, sub-contractors, consultants and employees in relation to the Services in any form, including computer programs, data, reports and specifications (including drafts).
Documents: includes, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information relating to the Products in any form.
Intellectual Property: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
month: a calendar month.
Order: an order for Products submitted by the Customer in accordance with clause 4 (which may include a purchase order).
Order Number: the reference number to be applied to an Order by Heliguy in accordance with clause 4.3c).
Product Price: the price of the Products as determined in accordance with the Confirmation.
Products: the products set out in the Confirmation and, where the context requires, the Products ordered by and supplied to the Customer.
Specification: the specification of the Products set out in the Confirmation.
VAT: value added tax chargeable under English law for the time being and any similar additional tax.
year: a calendar year.
22.2 Clause, schedule and paragraph headings shall not affect the interpretation of these Terms.
22.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
22.4 The schedules form part of these Terms and shall have effect as if set out in full in the body of these Terms. Any reference to these Terms includes the schedules.
22.5 Words in the singular shall include the plural and vice versa.
22.6 A reference to writing or written includes faxes but not e-mail.
22.7Where the words include(s), including or in particular are used in these Terms, they are deemed to have the words without limitation following them. Where the context permits, the words other and otherwise are illustrative and shall not limit the sense of the words preceding them.
22.8Any obligation in these Terms on a person not to do something includes an obligation not to agree, allow, permit or acquiesce in that thing being done.
22.9References to clauses and schedules are to the clauses and schedules of these Terms.