TERMS AND CONDITIONS OF BUSINESS
1. DEFINITIONS
- “MKA” means MKA MESH Systems, headquartered in Douala–Bonamoussadi, Cameroon.
- “Client” means the person(s), firm, or company receiving services from MKA.
- “Services” means the drone surveys, mapping, photogrammetry, LiDAR scans, monitoring, precision agriculture, and related services provided under the Contract, including any variations agreed in writing.
- “Site” means the physical location where the Services are to be carried out.
- “Order” means the written, electronic, or verbal instruction issued by the Client requesting MKA to provide Services.
- “Contract” means the agreement for the provision of Services between MKA and the Client, incorporating these Terms and Conditions.
- “Contract Documents” means these Conditions, the quotation, purchase order, letter of intent, CCAA approvals, and other supporting documents referred to therein.
- “Drone Regulations” means the legal framework set by the Cameroon Civil Aviation Authority (CCAA) for UAV operations, including permits, airspace restrictions, and data privacy requirements.
2. CONDITIONS APPLICABLE
2.1 These Conditions apply to all Contracts for Services by MKA to the Client and override any other terms the Client seeks to impose.
2.2 Any variation to these Conditions shall only be valid if agreed in writing by MKA.
2.3 All Services provided are subject to compliance with CCAA drone regulations and other applicable Cameroonian laws.
3. ELECTRONIC COMMUNICATIONS
3.1 Orders and agreements may be made via electronic means including email, online forms, and electronic signatures.
3.2 Electronic correspondence issued by authorized persons shall be legally binding.
3.3 Both parties shall keep records of electronic transactions for reference and compliance purposes.
4. PRICE
4.1 Quotations issued by MKA do not constitute a binding offer and may be withdrawn or amended at any time prior to written acceptance.
4.2 Prices may be adjusted to reflect changes in project scope, regulatory fees, airspace permit costs, or unforeseen operational factors.
4.3 Unless otherwise agreed, all prices are exclusive of applicable taxes and regulatory drone permit fees required by the CCAA.
5. PAYMENT
5.1 Unless agreed otherwise in writing, invoices shall be raised upon completion of the Services.
5.2 Payments are due 30 days from the invoice date.
5.3 Late payments may incur interest at 5% above the Central Bank of Cameroon base lending rate until settlement.
5.4 Failure to make payment may result in suspension of Services without liability to MKA.
6. VARIATIONS
6.1 Any changes to the agreed Services (e.g., expanded flight areas, additional survey outputs, or extra reporting) must be requested in writing and approved by MKA.
6.2 Adjustments to cost and completion time will apply where variations are made.
7. PROGRESS AND COMPLETION
7.1 Services will commence and complete in line with the agreed schedule, subject to compliance with aviation safety regulations and weather conditions.
7.2 Time is not of the essence. MKA shall not be liable for delays caused by airspace restrictions, weather, regulatory approvals, or circumstances outside its control.
8. EXECUTION OF SERVICES
8.1 MKA shall perform all Services with skill, care, and in compliance with CCAA regulations, using UAVs, LiDAR scanners, and photogrammetry tools of professional standard.
8.2 The Client must ensure the Site is safe, accessible, and compliant with national regulations before drone operations begin.
9. TRANSFER OF TITLE
All deliverables (reports, survey maps, 3D models, and aerial footage) remain the property of MKA until full payment is received. Intellectual property rights remain with MKA unless otherwise agreed in writing.
10. LIMITATION OF LIABILITY
10.1 MKA relies on GPS, GNSS, LiDAR, and aerial imagery subject to technological tolerances. No absolute guarantee of accuracy is given beyond industry standards.
10.2 MKA shall not be liable for:
- Inaccuracies in survey results due to natural obstructions, restricted airspace, or external data errors.
- Losses arising from delays due to CCAA permit approvals or denied flight authorizations.
- Any indirect or consequential losses, including loss of profit.
10.3 Liability is limited to the value of the Services invoiced in respect of the specific claim.
11. CLIENT RESPONSIBILITIES
11.1 The Client shall:
- Obtain landowner permissions for Site access.
- Ensure compliance with safety and security requirements at the Site.
- Provide necessary information (coordinates, boundaries, project scope) in a timely manner.
- Reimburse MKA for any delays caused by incomplete or inaccurate instructions.
11.2 The Client indemnifies MKA against claims arising from unlawful use of survey data, unauthorized publication of aerial imagery, or misuse of deliverables.
12. HEALTH, SAFETY, AND COMPLIANCE
12.1 MKA adheres to all Cameroon Civil Aviation Authority (CCAA) drone regulations, including:
- Obtaining necessary flight permits.
- Respecting no-fly zones (airports, military areas, government buildings, etc.).
- Maintaining safe distances from people, property, and restricted zones.
12.2 MKA will provide Method Statements and Risk Assessments upon request.
12.3 The Client must ensure that requested operations are lawful, feasible, and do not require breach of CCAA drone laws.
13. TERMINATION
13.1 MKA may suspend or terminate the Contract if:
- The Client fails to make due payments.
- The Client breaches CCAA drone regulations, exposing MKA to legal risk.
- The Client becomes insolvent.
13.2 Upon termination, MKA shall be paid for all completed work and expenses incurred.
14. FORCE MAJEURE
MKA shall not be liable for delays or failure to provide Services due to causes beyond its control, including adverse weather, government restrictions, airspace closures, strikes, or technical malfunctions.
15. GOVERNING LAW
These Terms and Conditions are governed by the laws of Cameroon.
16. DISPUTE RESOLUTION
In case of disputes, both parties agree to first seek mediation. If unresolved, the matter shall be referred to arbitration under Cameroonian law.