Pilot Framework Agreement

Effective date: 16 October 2025

Parties: SKYKAM LTD (t/a HireDronePilot) ("Broker") and [Operator legal name] ("Operator")

Law/Forum: Scotland

1. Relationship

1.1 Independent contractor. No partnership, employment, or agency.

1.2 Operator is the UAS operator of record for accepted jobs unless Broker notifies otherwise in writing.

2. Eligibility and Documents

2.1 UK-based registered business or sole trader.

2.2 Minimum: 1 year commercial experience or 10 verifiable client projects.

2.3 Provide and keep current: CAA Operator ID; GVC or A2 CofC; OA ref (if Specific category); EC 785/2004-compliant insurance; RAMS templates; payload calibration logs.

3. Compliance and Permissions

3.1 Operator is solely responsible for RAMS, site/landowner permissions, NOTAMs/FRZ approvals, pilot competence, and legal compliance.

3.2 Operating limits: night ops allowed if approved; EVLOS only under CAA-approved procedures; thermal and hazardous/industrial sites permitted with RAMS and client approval; FRZ work only with written permissions.

4. Insurance

4.1 Public Liability £5m minimum. Professional Indemnity required.

4.2 Name Broker as additional insured where possible. Provide certificates on request.

5. Bidding and Conduct

5.1 Broker issues a job brief with a Max Budget.

5.2 One sealed bid per job, valid 30 days. No Client contact before award.

5.3 Expenses are included in the bid unless the Work Order states otherwise.

6. Delivery and QA

6.1 Deliver per SOW: metadata, GSD checks, overlap/coverage heatmaps, LiDAR point-density targets, and file specs.

6.2 If deliverables fail SOW, Operator remedies or re-flies at own cost unless Broker agrees a price reduction.

7. Fees and Payment

7.1 Client pays deposit and balance to Broker.

7.2 Broker pays Operator the approved job price (ex-VAT) within 30 Business Days after Client payment and job completion/acceptance.

7.3 Payout is paused during an open dispute.

7.4 Operator invoices Broker; VAT where applicable.

8. Chargebacks and Clawback

8.1 If a bank reclaim/chargeback occurs and Operator fault is evidenced, Broker may claw back released sums. Operator must supply evidence within 5 days of request.

9. IP and Data

9.1 Upon Broker payment, Operator assigns deliverable IP to Broker so Broker can licence/assign to the Client per the SOW.

9.2 Operator is an independent controller for operations data and will comply with UK GDPR.

10. Non-circumvention and Non-solicitation

10.1 For 12 months from introduction, Operator must not solicit or supply services to Introduced Clients except via Broker, unless Broker consents in writing.

10.2 Operator must not solicit or hire Broker staff for 12 months after the last project.

11. Indemnity and Liability

11.1 Operator indemnifies Broker for losses from regulatory breaches, IP infringement, and data breaches caused by Operator.

11.2 Operator's total liability to Broker for a project is capped at the fees earned for that project, except for fraud, death/personal injury caused by negligence, or deliberate misconduct.

12. Subcontracting

12.1 No subcontracting without Broker's prior written consent.

13. Term and Termination

13.1 Either party may terminate on 30 days' notice.

13.2 Immediate termination for loss/expiry of approvals or insurance, serious safety incident, or material breach.

13.3 Clauses 6–12 survive termination.

14. Confidentiality and Pricing

14.1 Operator must not disclose to Client the fee paid by Broker or any commercial terms of this Agreement.

14.2 Pricing information is strictly confidential and may only be discussed with Broker.

14.3 Breach of pricing confidentiality may result in immediate termination and liquidated damages.

15. White-Label Operations and Branding

15.1 Operator will operate as a white-label service provider under the "HireDronePilot" brand when interacting with Clients.

15.2 Operator must not wear branded clothing, use branded vehicles, or display company logos while on Client sites for jobs arranged via Broker.

15.3 All client-facing communications, invoices, and deliverables must use Broker's branding or be neutral (no Operator branding).

15.4 Operator may identify themselves by name but must not promote their own business to the Client.

16. Social Media and Marketing Prohibition

16.1 Operator must not post, share, or publish any content related to the Client, Client's site, project details, or deliverables on social media, portfolio websites, or any public platform without Broker's prior written consent.

16.2 Operator must not tag, mention, or reference the Client in any social media posts or marketing materials.

16.3 Operator must not use Client projects as case studies, testimonials, or portfolio pieces without Broker's explicit written approval.

16.4 This restriction applies during the project and indefinitely after completion.

16.5 Breach may result in immediate termination, removal from platform, and liquidated damages of £5,000 minimum.

17. Professional Conduct On-Site

17.1 Operator must maintain professional appearance and conduct at all Client sites.

17.2 Operator must follow Client site rules, dress codes, and safety requirements.

17.3 Operator represents HireDronePilot and must not disparage Broker or discuss internal arrangements.

18. Client Communication Protocol

18.1 All pre-job communications with Client must go through Broker unless explicitly authorized.

18.2 Technical discussions on-site are permitted but commercial discussions (price, future work, terms) are prohibited.

18.3 Operator must refer all commercial inquiries back to Broker.

19. Breach and Liquidated Damages

19.1 Material breach of this Agreement, including but not limited to breach of Clauses 10 (Non-circumvention), 14 (Confidentiality), 15 (White-Label), 16 (Social Media), or 18 (Client Communication), entitles Broker to liquidated damages.

19.2 Liquidated damages are a genuine pre-estimate of loss and are set at a minimum of £1,000 per breach, or such higher amount as specified in individual clauses (e.g., £5,000 for social media breaches under Clause 16.5).

19.3 Broker may withhold liquidated damages from any amounts owed to Operator, or pursue recovery through legal action.

19.4 Payment of liquidated damages does not waive Broker's right to terminate this Agreement or pursue additional remedies including injunctive relief.

19.5 Broker reserves the right to claim actual losses if they exceed the liquidated damages amount.

This framework agreement is effective as of the date stated at the top of this page. Any changes will be communicated in writing and will apply to new engagements.

For questions about this agreement, contact: info@hiredronepilot.uk