STANDARD TERMS AND CONDITIONS OF SALE

(For Drone Services, Consulting, and Sales)

1. Applicability and Scope

These Standard Terms and Conditions of Sale ("Terms") govern all transactions involving the supply of drone services, consulting, and equipment sales (“Products and Services”) by Droxcel to the client (“Client”), unless otherwise agreed in writing.

The Client expressly waives the application of any of its own standard terms and conditions. Any variations or amendments must be mutually agreed in writing and signed by both parties.

2. Orders and Performance

All engagements, including services, consultancy, and sales, require written confirmation by Droxcel. All delivery or service timelines are estimates, and unless expressly guaranteed in writing, do not constitute binding commitments.

Droxcel shall perform its obligations using reasonable skill and care but does not guarantee a particular outcome or commercial success of services rendered.

3. Prices and Payment Terms

Unless otherwise stated, all invoices must be paid within seven (7) calendar days of the invoice date.

In case of late payment, Droxcel reserves the right to:

  • Apply a fixed interest fee of 10% on the outstanding balance.
  • Suspend or withhold further services or deliveries.
  • Terminate ongoing engagements for material breach.
  • Refer the matter to debt recovery agents, with all legal and recovery costs borne by the Client.

4. Taxes and Withholding

If the Client is located in a jurisdiction that mandates withholding tax, the Client shall:

  • Be solely responsible for such payments to their local tax authority.
  • Ensure that the full invoiced amount is remitted to Droxcel, exclusive of any deductions.
  • Bear any financial implications related to their local tax laws.

Droxcel will not assume any liability for costs or obligations arising from such regulations.

5. Confidentiality

Both parties agree to treat as confidential all technical, commercial, and operational information obtained through the course of the engagement, including drone data, imagery, customer insights, or business methods.

This obligation shall survive termination of the relationship for a period of five (5) years, unless otherwise governed by law.

6. Service Level Disclaimer

Unless otherwise specified in a separate Service Level Agreement (SLA), Droxcel does not guarantee continuous availability or uninterrupted operation of drone systems, software, or data services, especially in areas affected by weather, restricted airspace, or third-party interferences.

7. Drone Compliance and Operations

Droxcel conducts its drone operations in compliance with Civil Aviation Authority of Zimbabwe (CAAZ) and relevant national safety and privacy regulations.

Clients are responsible for securing any required third-party permissions (e.g., landowner consent, public area clearances), and must not request operations that violate local or national drone laws.

8. Liability and Indemnity

Droxcel shall not be liable for any indirect, incidental, or consequential damages, including lost profits, loss of use, or reputational harm.

The Client agrees to indemnify and hold harmless Droxcel from any third-party claims arising from the Client’s misuse of drone data, equipment, or services.

9. Claims and Disputes

All claims or complaints must be:

  • Made in writing, and
  • Delivered by mail through the corresponding sales order accessed via user registered account.
  • Within eight (8) days of the service date or product delivery.

Claims outside this timeframe will not be considered.

10. Force Majeure

Droxcel shall not be held liable for any failure to perform due to causes beyond its control, including acts of God, weather disruptions, regulatory actions, or public safety restrictions.

11. Intellectual Property

Unless explicitly agreed, all intellectual property (reports, images, flight data, analysis tools, and software) remains the sole property of Droxcel.

The Client is granted limited-use rights solely for internal business use and may not resell, publish, or redistribute without written consent.

12. Governing Law and Jurisdiction

These Terms are governed by the laws of Zimbabwe. All disputes shall be subject to the exclusive jurisdiction of the courts in Harare, Zimbabwe.

13. Severability

If any provision in these Terms is deemed unlawful or unenforceable, the remaining provisions shall remain valid and enforceable to the fullest extent permitted by law.