Legal
Nexus Ops Pty Ltd's ReOC application is currently underway. Nexus will not perform or authorise an operation that requires Nexus to hold a ReOC unless and until a current ReOC has been issued and the proposed operation is within its scope and conditions.
1.1These terms apply to services, deliverables and goods supplied by Nexus Ops Pty Ltd (Nexus, we, us or our) to the customer named in a quote, work order, booking or invoice (Customer or you).
1.2A contract is formed when you accept a quote or work order, pay a deposit, place an order that Nexus accepts, instruct Nexus to commence work, or otherwise accept these terms in writing.
1.3An authorised person accepting on behalf of an organisation confirms that they have authority to bind that organisation.
1.4Any written special conditions or work order take priority over these terms if there is an inconsistency. Mandatory law always applies.
1.5Nothing in these terms excludes or limits any right, guarantee or remedy that cannot lawfully be excluded or limited.
2.1Nexus will provide the services and deliverables described in the accepted quote or work order with due care and skill and in accordance with applicable law.
2.2Dates and timeframes are estimates unless expressly guaranteed. Drone operations are subject to safety, weather, airspace, access, equipment serviceability, approvals and other operational conditions.
2.3Pilot induction supplied by Nexus is operational induction for appropriately licensed RePL pilots. It is not RePL qualification training or a registered training organisation course.
2.4Anything not expressly included in the accepted quote or work order is outside scope and may require a written variation.
3.1Until Nexus receives its ReOC, Nexus may only undertake work that is lawful under another available operating basis and is clearly identified as such, or arrange a genuine referral under clause 4.
3.2After issue, any service requiring Nexus's ReOC remains subject to its scope and conditions, Nexus's approved operating documents, pilot authorisations, aircraft status and required CASA or airspace approvals.
3.3If an operation cannot lawfully proceed, the parties may agree to change the scope, reschedule, use a lawful independent operator arrangement, or cancel the affected work. Nexus will refund prepaid amounts for services not supplied, less reasonable non-refundable third-party costs disclosed to you.
3.4Operational command and flight-safety decisions rest with the authorised remote pilot and, where applicable, Nexus's Chief Remote Pilot. A customer must not direct a pilot to act unlawfully or unsafely.
4.1A booking is a referral only where the quote, booking confirmation or work order clearly states that it is a referral. Otherwise, a service supplied by Nexus is treated as a Nexus-managed service.
4.2For a referral, you contract directly with the independent operator. That operator is responsible for its aircraft, pilots, insurance, approvals, operating authority, compliance and performance.
4.3Nexus may receive a disclosed referral or administration fee. A referred operator does not operate under Nexus's ReOC, and Nexus does not exercise operational control over the referred flight.
4.4Nexus remains responsible for its own referral and administration services and will reasonably assist with communications concerning a referred operator.
5.1You must provide accurate and timely information about the site, intended use, hazards, access, sensitive locations, people, assets, required outputs and deadlines.
5.2Unless allocated to Nexus in writing, you must obtain landowner, occupier and internal site permissions and arrange safe site access. Nexus is responsible for aviation approvals expressly included in its scope.
5.3You must identify known hazards and site safety requirements, provide any required induction and ensure your personnel follow reasonable safety directions.
5.4You must have a lawful basis for requesting imagery or data collection and obtain any notices, consents or permissions allocated to you, including those concerning people, private property or confidential information.
5.5You must confirm before accepting the quote that the proposed deliverables, accuracy, resolution and format are suitable for your intended use. Unless expressly stated, deliverables are not cadastral, engineering, surveying, legal or other professional certification.
6.1A quote is valid for the stated period or, if no period is stated, for 30 days. Nexus may withdraw an unaccepted quote if capacity, regulatory scope or a material input changes.
6.2Prices are in Australian dollars unless stated otherwise. The quote will state whether travel, accommodation, permits, access fees, third-party services and other expenses are included.
6.3Nexus will not charge GST unless registered or required to be registered for GST. When GST lawfully applies, the quote will state whether the price includes GST. Otherwise, taxable amounts are exclusive of GST and GST is payable against a valid tax invoice.
6.4Scope changes must be agreed in writing where practicable. Urgent safety or compliance work may be performed without prior pricing only where reasonably necessary. Nexus will notify you promptly and charge only reasonable additional costs.
7.1Any deposit stated in the quote must be paid before Nexus is required to reserve personnel, aircraft or suppliers.
7.2Unless otherwise stated, invoices are payable within 14 days of issue.
7.3You may withhold only an amount genuinely disputed and must pay the undisputed balance by the due date. An invoice dispute must be notified promptly with reasons and supporting information.
7.4Nexus may charge simple interest on an overdue undisputed amount at the Reserve Bank of Australia cash rate plus 4% per annum, calculated daily, together with reasonable external recovery costs.
7.5Nexus will give at least five business days' written notice before suspending work for non-payment, unless immediate suspension is reasonably required for another lawful reason.
8.1You may cancel or postpone work by written notice. You must pay for work properly performed and reasonable non-refundable commitments already made.
8.2For reserved fieldwork capacity, Nexus may charge a reasonable cancellation amount reflecting its likely loss. This is capped at 25% of the affected fieldwork price where notice is given between two and five business days before the booking, and 50% where less than two business days' notice is given. The amount will be reduced by costs avoided and replacement work reasonably obtained.
8.3Reasonable waiting time and remobilisation costs may apply if the site is inaccessible, unsafe or not ready at the scheduled time due to a matter within your control. Nexus will disclose these costs as soon as practicable.
8.4Nexus may postpone or stop work for safety, weather, airspace, regulatory, equipment or personnel reasons. Nexus will offer a reasonable rescheduled date. If the work cannot be completed within a reasonable period, either party may cancel the affected part and Nexus will refund prepaid amounts for services not supplied, less disclosed non-refundable third-party costs.
9.1Safety takes priority over schedule, coverage and data capture. The remote pilot may alter, delay, abort or decline a flight where reasonably required for safety or compliance.
9.2Nexus does not guarantee that a flight will occur on a particular day or that every planned viewpoint, area or data point can be captured.
9.3Performance may be affected by weather, lighting, radio frequency conditions, satellite coverage, terrain, vegetation, obstructions, people, wildlife, airspace activity and aircraft or sensor limitations.
10.1Nexus will supply deliverables in the format and by the method stated in the quote or work order.
10.2You must review deliverables within a reasonable time and notify Nexus of any material failure to meet the agreed specification, with enough detail for Nexus to investigate. This does not remove any non-excludable right.
10.3Where reasonably possible, Nexus may re-perform an affected service or correct and re-supply a non-conforming deliverable.
10.4Raw files, flight records, source data and editable project files are included only where expressly stated. Nexus may delete non-required project data 60 days after final delivery after giving reasonable notice. Records required by law or operational procedures will be kept for the required period.
10.5You must securely download, check and back up deliverables. Nexus is not an archival storage provider unless expressly agreed.
10.6Each party keeps ownership of intellectual property it owned or developed independently of the contract.
10.7After full payment, Nexus grants you a perpetual, worldwide, non-exclusive licence to use, reproduce and adapt the deliverables for the purpose stated in the work order and your internal business purposes.
10.8Nexus retains ownership of its methods, templates, software, know-how and operating materials. You may use embedded Nexus material only as part of the supplied deliverable.
10.9Nexus will not use identifiable customer imagery or project details for marketing without prior consent.
11.1The quote or order confirmation will describe the goods, quantity, price, delivery method and any manufacturer warranty.
11.2Delivery dates are estimates unless expressly guaranteed. Risk passes on physical delivery to you or your nominated carrier. Title passes after full payment, subject to applicable law.
11.3You should promptly report transit damage, shortages or incorrect supply. Prompt reporting assists investigation but does not limit any Australian Consumer Law right.
11.4Change-of-mind returns are accepted only where Nexus agrees in writing. Goods must be unused, complete and in resaleable condition. Reasonable restocking or return-freight costs may apply if disclosed before the return is accepted.
11.5A manufacturer warranty is additional to, and does not replace, any consumer guarantee.
12.1Goods and services may come with guarantees under the Australian Consumer Law that cannot be excluded. These may include guarantees concerning acceptable quality, fitness for disclosed purpose, due care and skill and supply within a reasonable time.
12.2If a non-excludable guarantee is not met, you may be entitled to repair, replacement, refund, re-supply, cancellation or compensation depending on the law and whether the failure is major.
12.3To the extent permitted by law, for goods or services not ordinarily acquired for personal, domestic or household use or consumption, Nexus's liability for failure to comply with a consumer guarantee is limited, at Nexus's option, to re-supplying the services or paying the cost of re-supply, or replacing, repairing or paying the cost of replacing or repairing the goods, where fair and reasonable.
13.1Each party must protect the other's confidential information and use it only for the contract, except where disclosure is authorised, required by law, made to a professional adviser or insurer under confidence, or concerns information already lawfully public.
13.2Nexus will handle personal information in accordance with applicable privacy law and our Privacy Policy. You must not ask Nexus to collect, use or disclose personal information unlawfully.
13.3A party becoming aware of unauthorised access, use or disclosure materially affecting contract information must notify the other promptly and reasonably assist with containment and response.
14.1Nexus may use suitably qualified employees, licensed remote pilots, contractors and specialist suppliers to perform a Nexus-managed service. Nexus remains responsible to you for that service as required by the contract and law.
14.2Nexus will maintain insurance it reasonably considers appropriate for its activities and any insurance expressly promised in a work order.
14.3A referral operator is not a Nexus subcontractor merely because Nexus made the introduction.
15.1Each party is liable for reasonably foreseeable loss directly caused by its breach, negligence or wilful misconduct.
15.2To the extent permitted by law, neither party is liable for indirect or consequential loss, loss of profit, loss of opportunity or loss of data, except where the loss is the direct and reasonably foreseeable result of the breach or is covered by an express indemnity.
15.3Nothing limits liability for death or personal injury caused by negligence, fraud, wilful misconduct, breach of confidentiality, intellectual property infringement, an obligation to pay an agreed price, or liability that cannot lawfully be limited.
15.4For other liability and to the extent permitted by law, Nexus's total liability arising from a work order is limited to the greater of the fees paid or payable under that work order and the amount actually recoverable under Nexus's applicable insurance for the claim. This limitation applies only where fair and reasonable.
15.5Each party must take reasonable steps to reduce its loss. Liability is reduced to the extent another person caused or contributed to the loss.
15.6You indemnify Nexus against a third-party claim to the extent caused by your breach, negligence, unlawful instruction, infringement of another person's rights or misuse of deliverables.
15.7Nexus indemnifies you against a third-party claim to the extent caused by Nexus's negligence, wilful misconduct or infringement of that third party's intellectual property rights in a deliverable created by Nexus.
15.8An indemnity is reduced to the extent the indemnified party caused or contributed to the loss.
16.1A party is not liable for delay or failure caused by an event beyond its reasonable control if it promptly notifies the other party and takes reasonable steps to minimise the effect.
16.2If such an event prevents a material part of the contract for more than 30 days, either party may terminate the affected part. Nexus will refund prepaid amounts for goods or services not supplied, less disclosed non-refundable third-party costs.
17.1A party may terminate a contract if the other party materially breaches it and does not remedy a remediable breach within 10 business days after written notice, or becomes insolvent, subject to applicable law.
17.2Nexus may immediately suspend an unsafe or unlawful activity. For other material breaches, Nexus will give reasonable notice and an opportunity to remedy where practicable.
17.3On termination, you must pay for goods delivered, services properly performed and reasonable non-cancellable commitments made before termination. Nexus must refund any remaining prepaid amount for supply not made.
18.1A party raising a dispute must give written notice describing the issue and desired outcome. A senior representative of each party will meet or confer in good faith within 10 business days.
18.2If the dispute remains unresolved after a further 10 business days, either party may propose mediation in New South Wales through a mutually agreed mediator, with the mediator's fee shared equally unless agreed otherwise.
18.3This clause does not prevent urgent court relief, recovery of an undisputed debt, a complaint to a regulator or use of a right under the Australian Consumer Law.
19.1Notices must be in writing and sent to the email or address in the quote, or to an updated address notified in writing.
19.2Neither party may assign a contract without the other's prior written consent, which must not be unreasonably withheld. Nexus may assign to a related company or purchaser of substantially all of the relevant business on written notice if the assignment does not materially reduce your rights.
19.3A waiver must be in writing. If a provision is invalid or unenforceable, it is read down or removed only to the minimum extent necessary without affecting the remainder.
19.4The contract records the entire agreement about its subject matter but does not exclude liability for misleading or deceptive conduct.
19.5The contract is governed by the laws of New South Wales, Australia. The parties submit to the non-exclusive jurisdiction of its courts.
19.6The parties are independent contractors. Nothing creates an employment, agency, partnership, fiduciary or joint venture relationship unless expressly agreed in writing.