Terms & Conditions

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Terms of Trade – AeroIQ Limited

Last Updated: 16 September 2026

1. APPLICATION

1.1 AeroIQ Limited (AeroIQ, we, us or our) is a New Zealand provider of commercial drone and UAV products, technology, consulting, training, operational services, technical services and related solutions.

Our products and services may include:

• drones, UAVs, payloads, batteries, accessories and related hardware (Products);
• consulting and advisory services;
• workflow and programme design;
• training;
• drone and remote-operation services;
• site assessments and technical assessments;
• data capture and related operational services;
• software integration, configuration and technical support;
• servicing, maintenance or repair services where offered; and
• other professional or technical services,

together referred to as the Services.

1.2 These Terms of Trade (Terms) apply to the supply of all Products and Services by AeroIQ to any person or organisation acquiring them from AeroIQ (Customer).

By accepting a quote, proposal, statement of work, order, invoice or other offer from AeroIQ, instructing AeroIQ to proceed, paying a deposit or invoice, or otherwise acquiring Products or Services from AeroIQ, the Customer agrees to these Terms.

1.3 A specific quote, proposal, statement of work, project agreement or other written agreement between AeroIQ and the Customer may contain additional or different terms.

If there is any inconsistency, the following order of priority will apply:

1. any specifically negotiated written agreement signed by AeroIQ and the Customer;
2. an accepted AeroIQ statement of work, proposal or quote;
3. these Terms.

These Terms prevail over any terms contained in a Customer purchase order or other Customer documentation unless AeroIQ expressly agrees otherwise in writing.

1.4 AeroIQ may amend these Terms from time to time.

Any amended Terms will apply to Orders accepted after the amended Terms have been published or otherwise provided to the Customer. Changes will not retrospectively alter an Order already accepted by AeroIQ unless agreed by both parties.

2. QUOTES, ORDERS AND SCOPE OF WORK

2.1 An Order includes any order for Products or Services made through:

• an accepted quote;
• an accepted proposal;
• an accepted statement of work;
• a purchase order accepted by AeroIQ;
• written or electronic confirmation;
• an invoice where the Customer has instructed AeroIQ to proceed; or
• another ordering process accepted by AeroIQ.

2.2 A Customer request for Products or Services constitutes an offer to purchase those Products or Services.

An Order is not binding on AeroIQ until AeroIQ confirms acceptance or begins supplying the Products or performing the Services.

2.3 Quotes and proposals are valid for the period stated in the relevant document.

If no validity period is specified, the quote or proposal is valid for 14 days from its date.

2.4 A quote or proposal is based on the information reasonably available to AeroIQ when it is prepared.

If the scope, assumptions, specifications, site conditions, Customer requirements or other circumstances change, AeroIQ may revise the scope, Price, programme or delivery timeframe.

2.5 Work requested outside the agreed scope is a variation.

AeroIQ is not required to perform a variation until the parties agree to proceed. Variations may result in additional charges and changes to delivery dates.

2.6 Where Services are charged on a time-and-materials basis, AeroIQ may invoice for:

• professional time;
• preparation and planning;
• travel time where agreed;
• travel and accommodation;
• equipment;
• consumables;
• freight;
• third-party costs; and
• other reasonable project expenses,

as specified in the relevant quote, proposal or statement of work.

3. PRICE AND PAYMENT

3.1 The price payable for Products or Services (Price) will be:

1. the Price specified in the relevant quote, proposal, statement of work or other agreement; or
2. if no Price has been agreed, AeroIQ's applicable rates at the time the Order is accepted.

3.2 Unless expressly stated otherwise, all Prices are in New Zealand dollars and exclude GST.

GST and any other applicable taxes, duties, charges or levies will be payable by the Customer in addition to the Price.

3.3 Payment is due on the date stated in AeroIQ's quote, proposal, statement of work or invoice.

Where a deposit or payment in advance is required, AeroIQ is not required to commence work, procure Products or reserve equipment or resources until that payment has been received in cleared funds.

3.4 AeroIQ may require Products to be paid for in full before they are ordered from a supplier or released to the Customer.

3.5 Unless expressly included in the Price, freight, delivery, travel, accommodation, shipping, customs charges, import costs and other project-specific expenses are additional and payable by the Customer.

3.6 Where an Order involves Products sourced internationally, AeroIQ may adjust the Price before procurement where its supply cost materially changes due to circumstances outside AeroIQ's reasonable control, including:

• foreign exchange movements;
• supplier price changes;
• freight costs;
• taxes;
• tariffs;
• duties;
• regulatory costs; or
• changes in law.

AeroIQ will notify the Customer before proceeding with a materially increased Price.

If the Customer does not accept the revised Price, the Customer may cancel the affected portion of the Order before AeroIQ commits to the relevant cost.

3.7 If an amount is overdue, AeroIQ may:

• suspend further work or delivery;
• withhold Products or deliverables;
• charge interest from the due date until payment is received; and
• recover reasonable costs incurred in collecting the overdue amount.

Interest may be charged at the Reserve Bank of New Zealand Official Cash Rate plus 4% per annum, calculated daily on a simple interest basis.

3.8 The Customer must reimburse AeroIQ for reasonable debt recovery and legal costs incurred as a result of overdue amounts, to the extent permitted by law.

4. DELIVERY OF PRODUCTS

4.1 Any delivery or availability date provided by AeroIQ is an estimate unless AeroIQ expressly agrees in writing that the date is guaranteed.

4.2 AeroIQ is not responsible for delays arising from circumstances outside its reasonable control, including:

• manufacturer or distributor delays;
• international freight;
• customs or border processing;
• regulatory approvals;
• supply shortages;
• carrier delays; or
• events described in clause 17.7.

4.3 Where AeroIQ arranges transportation of Products to the Customer:

1. freight may be charged to the Customer;

2. AeroIQ will take reasonable steps to appropriately package the Products;

3. AeroIQ may use a third-party freight or courier provider; and

4. Products may be delivered in separate shipments.

4.4 The Customer must make reasonable arrangements to receive delivery.

Any reasonable storage, re-delivery or additional freight costs caused by the Customer being unable to accept delivery may be charged to the Customer.

5. SERVICES AND CUSTOMER RESPONSIBILITIES

5.1 AeroIQ will perform the Services with reasonable care and skill and in accordance with the agreed scope.

5.2 The Customer must provide AeroIQ with accurate and complete information reasonably required to perform the Services.

AeroIQ is entitled to rely on information supplied by the Customer unless AeroIQ knows, or reasonably should know, that the information is materially incorrect.

5.3 Where the Services involve work at a Customer site or third-party location, the Customer must, where applicable:

• provide lawful and safe access to the site;
• identify known hazards and site restrictions;
• provide relevant site inductions;
• provide accurate asset, site or infrastructure information;
• obtain any permissions within the Customer's control;
• identify relevant operational restrictions;
• provide reasonable cooperation from its personnel and contractors; and
• notify AeroIQ of changes that may affect the Services.

5.4 AeroIQ may suspend, postpone, alter or cancel field activities where AeroIQ reasonably considers that:

• weather conditions are unsuitable;
• aviation safety may be compromised;
• site conditions are unsafe;
• required permissions or access are unavailable;
• the operation cannot lawfully be conducted;
• equipment conditions prevent safe operation; or
• continuing would expose any person, property or aircraft to unreasonable risk.

A safety-related decision made by the person responsible for the operation is final for the purposes of that operation.

5.5 Unless otherwise agreed, timeframes for field work and drone operations are subject to weather, airspace, regulatory, site, equipment and operational conditions.

5.6 Where postponement or additional work results from circumstances outside AeroIQ's reasonable control, AeroIQ may charge reasonable additional costs incurred as a result, where those costs were not already included in the Price.

6. RISK, TITLE AND SECURITY INTERESTS

6.1 Risk in Products passes to the Customer when:

• the Products are collected by the Customer;
• the Products are delivered to the agreed delivery location; or
• where the Customer arranges freight, the Products are handed to the Customer's nominated carrier,

whichever occurs first.

6.2 Legal title to Products does not pass to the Customer until AeroIQ has received payment in full in cleared funds for those Products.

6.3 Until title passes, the Customer must:

• hold the Products as bailee for AeroIQ;
• take reasonable care of the Products;
• not intentionally remove or obscure identifying information relating to AeroIQ's ownership where applicable; and
• not create a security interest in the Products that has priority over AeroIQ's interest.

6.4 To the extent permitted by law, AeroIQ may recover possession of unpaid Products.

The Customer authorises AeroIQ to enter premises controlled by the Customer at reasonable times and in a reasonable manner for the purpose of recovering Products in which AeroIQ retains title, provided AeroIQ complies with applicable law.

7. PERSONAL PROPERTY SECURITIES ACT 1999

7.1 The Customer acknowledges that these Terms may create a security interest for the purposes of the Personal Property Securities Act 1999 (PPSA) in Products supplied by AeroIQ and their proceeds.

7.2 The Customer must, on reasonable request:

• provide information reasonably required by AeroIQ to register or maintain a financing statement;
• execute documents reasonably required to protect AeroIQ's security interest; and
• notify AeroIQ promptly of a change to information relevant to a registered financing statement.

7.3 The Customer waives its right to receive a copy of a verification statement relating to a financing statement to the extent permitted by the PPSA.

7.4 To the extent permitted by section 107 of the PPSA, the parties contract out of those provisions of Part 9 of the PPSA that may lawfully be contracted out of where doing so is necessary to give effect to AeroIQ's rights under these Terms.

Nothing in this clause contracts out of a provision where contracting out is prohibited by law.

8. CONSUMER AND BUSINESS CUSTOMERS

8.1 Nothing in these Terms is intended to exclude, restrict or modify any right or remedy that cannot lawfully be excluded, restricted or modified.

8.2 Where the Customer acquires Products or Services as a consumer within the meaning of the Consumer Guarantees Act 1993 (CGA), the Customer retains all rights and remedies provided by the CGA that cannot lawfully be excluded.

8.3 Where:

• the Customer is acquiring the Products or Services for the purposes of a business;
• both AeroIQ and the Customer are in trade;
• the relevant statutory requirements for contracting out are satisfied; and
• it is fair and reasonable that the parties be bound by this clause,

the parties agree, to the maximum extent permitted by law, that the provisions of the CGA will not apply to the supply.

8.4 Where both AeroIQ and the Customer are in trade, the parties also agree to contract out of applicable provisions of the Fair Trading Act 1986 to the extent expressly permitted by section 5D of that Act and only where the statutory requirements for doing so are satisfied and it is fair and reasonable that the parties be bound by that agreement.

8.5 Nothing in clause 8.4 permits either party to engage in misleading, deceptive, fraudulent or otherwise unlawful conduct.

9. CLAIMS, RETURNS AND DEFECTIVE PRODUCTS

9.1 The Customer should inspect Products promptly following delivery and notify AeroIQ as soon as reasonably practicable if:

• the incorrect Product has been supplied;
• Products have been damaged before risk passed to the Customer;
• there is a shortage in the Order; or
• a Product appears to be defective.

9.2 A claim should include:

• the relevant invoice or order number;
• a description of the issue;
• photographs, video or other evidence where reasonably requested; and
• Customer contact details.

9.3 Nothing in this clause limits the rights of a Customer who is a consumer under the CGA.

9.4 For business Customers where the CGA does not apply, visible shortages or delivery discrepancies should be reported within 5 business days of delivery.

Latent defects should be notified promptly after discovery.

9.5 Products are not returnable for change of mind unless AeroIQ agrees in writing.

9.6 Where AeroIQ agrees to accept a non-defective Product return, AeroIQ may require that the Product:

• is unused;
• is undamaged;
• is complete;
• remains in its original packaging; and
• is returned at the Customer's cost.

A reasonable restocking or handling charge may apply where disclosed to the Customer before the return is accepted.

9.7 Special-order, configured, activated, registered, customised or specifically procured Products may not be returnable unless required by law or agreed by AeroIQ.

10. MANUFACTURER WARRANTIES, REPAIRS AND THIRD-PARTY PRODUCTS

10.1 Where a Product is supplied with a manufacturer warranty, AeroIQ will reasonably assist the Customer in accessing the manufacturer warranty where AeroIQ is authorised to do so.

10.2 Warranty eligibility and remedies may be determined by the relevant manufacturer in accordance with that manufacturer's warranty terms.

10.3 AeroIQ does not control manufacturer warranty assessment or processing times and does not guarantee a particular turnaround time.

10.4 A manufacturer may require Products, components, flight logs, diagnostic data, photographs, videos or other information to assess a warranty claim.

The Customer agrees to provide information reasonably necessary to process the claim.

10.5 Damage caused by matters including:

• collision or impact;
• misuse;
• operation outside manufacturer specifications;
• unauthorised modification;
• incorrect installation;
• liquid or environmental damage;
• incompatible software or hardware; or
• failure to follow applicable operating instructions,

may fall outside the manufacturer's warranty.

Whether warranty cover applies is ultimately subject to the relevant warranty terms and applicable law.

10.6 Where AeroIQ sends equipment to a manufacturer, distributor or authorised repair centre on the Customer's behalf, AeroIQ may act as an intermediary in that process.

AeroIQ is not responsible for the acts or omissions of an independent manufacturer or repair provider except to the extent required by law.

10.7 Any estimate for repair work may be subject to revision following inspection or diagnosis.

AeroIQ will obtain approval before undertaking materially additional chargeable repair work beyond an agreed scope.

11. DRONE OPERATIONS, TRAINING AND REGULATORY COMPLIANCE

11.1 Drone and aviation activities may be subject to:

• the Civil Aviation Act 2023;
• Civil Aviation Rules;
• airspace requirements;
• site requirements;
• landowner requirements;
• health and safety obligations;
• privacy requirements;
• local authority requirements; and
• other applicable laws and regulations.

11.2 Where AeroIQ is responsible for conducting an operation, AeroIQ will determine the operational methodology and safety requirements necessary for AeroIQ to conduct that operation lawfully and safely.

11.3 Where AeroIQ provides advice, consulting or training but the Customer subsequently conducts its own drone operations, the Customer remains responsible for:

• ensuring that its operations are lawful;
• maintaining appropriate licences, qualifications, approvals and certifications;
• assessing operational risks;
• obtaining required permissions;
• maintaining aircraft and equipment appropriately; and
• complying with all applicable operating requirements.

11.4 Completion of training provided by AeroIQ does not, by itself, constitute the grant of a regulatory licence, certification or authorisation unless the training programme expressly states otherwise.

11.5 AeroIQ may recommend workflows, equipment, software, procedures or operational approaches based on information available at the time.

The Customer remains responsible for determining whether a recommendation is appropriate for its own ongoing operations, unless AeroIQ has expressly accepted responsibility for that determination in writing.

12. SANCTIONS, EXPORT CONTROLS AND ON-SALE

12.1 The Customer must comply with all sanctions, export control requirements, trade restrictions and other laws applicable to the acquisition, possession, export, re-export, transfer, sale and use of Products supplied by AeroIQ.

12.2 The Customer must not knowingly directly or indirectly supply, transfer, export, re-export, make available or use Products:

• in breach of applicable sanctions;
• in breach of applicable export controls;
• for a prohibited end use;
• for the benefit of a person or entity to whom supply is prohibited by applicable law; or
• in a manner that would cause AeroIQ to breach applicable law.

12.3 Where Products are subject to manufacturer, distributor or governmental end-user or territorial restrictions, AeroIQ may require the Customer to provide information reasonably necessary to verify:

• the end user;
• the destination;
• the proposed use;
• ownership or control information; or
• other relevant compliance information.

12.4 AeroIQ may suspend or refuse an Order where AeroIQ reasonably considers that fulfilling the Order may:

• breach applicable sanctions or export controls;
• breach a manufacturer's lawful supply restrictions;
• require an approval that has not been obtained; or
• expose AeroIQ to a material regulatory or legal risk.

12.5 The Customer must not use Products supplied by AeroIQ for unlawful weapons, terrorism or other prohibited purposes.

12.6 Where the Customer resells or transfers Products, the Customer is responsible for ensuring that the transaction complies with applicable sanctions and export-control requirements.

12.7 The Customer must reasonably cooperate with legitimate compliance enquiries relating to an Order.

13. INTELLECTUAL PROPERTY AND DELIVERABLES

13.1 Each party retains ownership of intellectual property it owned or developed independently before the relevant Order (Background IP).

13.2 Unless otherwise expressly agreed in writing, AeroIQ retains ownership of its Background IP and all methodologies, tools, templates, systems, processes, software, workflows, know-how and reusable materials used or developed in performing the Services.

13.3 Where the Customer has paid all amounts due for a project, the Customer may use project-specific reports, plans, documentation, imagery, data or other deliverables supplied to it by AeroIQ (Deliverables) for the Customer's internal business purposes and any additional purposes expressly agreed in the relevant statement of work.

13.4 Ownership of raw data, processed data, imagery, models, software, project-specific intellectual property or other Deliverables may be dealt with differently in a statement of work or project agreement.

Where this occurs, the project-specific agreement prevails.

13.5 Unless expressly agreed otherwise, the Customer does not acquire ownership of AeroIQ's underlying:

• software;
• algorithms;
• applications;
• templates;
• workflows;
• mission methodologies;
• training material;
• documentation frameworks;
• tools;
• systems; or
• know-how.

13.6 The Customer grants AeroIQ a licence to use Customer-supplied information, data, plans, files and other material to the extent reasonably necessary to perform the Services.

The Customer warrants that it has the authority to provide those materials for that purpose.

14. CONFIDENTIALITY

14.1 Each party must take reasonable steps to protect confidential information received from the other party and must not disclose it except:

• for the purpose of performing or receiving the Products or Services;
• to personnel, contractors or professional advisers who reasonably require it;
• with the other party's consent; or
• where disclosure is required by law.

14.2 Confidential information does not include information that:

• is publicly available other than through a breach of confidentiality;
• was lawfully known to the receiving party before disclosure;
• is independently developed without use of the confidential information; or
• is lawfully obtained from another source without confidentiality restrictions.

15. LIABILITY AND INDEMNITY

15.1 Nothing in these Terms limits liability that cannot lawfully be limited or excluded.

15.2 Subject to clause 15.1 and to the maximum extent permitted by law, AeroIQ is not liable for indirect, consequential, incidental or special loss, including loss of profit, revenue, production, opportunity, anticipated savings or business interruption, arising from an Order.

15.3 Subject to clause 15.1, AeroIQ's total aggregate liability arising out of or in connection with a particular Order will not exceed the amount actually paid or payable to AeroIQ under that Order.

15.4 Where the claim relates solely to a particular Product or discrete Service forming part of a larger Order, AeroIQ's liability may, to the extent permitted by law, be limited to the amount paid or payable for the affected Product or Service.

15.5 The limitations in this clause do not apply to the extent a loss is directly caused by AeroIQ's fraud, wilful misconduct or liability that may not lawfully be limited.

15.6 The Customer indemnifies AeroIQ against reasonable loss, liability, damage and cost arising directly from:

• a material breach of these Terms by the Customer;
• inaccurate or unauthorised information or materials supplied by the Customer;
• the Customer's unlawful use or resale of Products;
• the Customer's breach of clause 12; or
• damage or injury caused by a Customer-controlled site hazard that was known to the Customer and not disclosed to AeroIQ,

except to the extent caused by AeroIQ's own negligence, breach of these Terms or unlawful conduct.

16. CANCELLATION AND SUSPENSION

16.1 AeroIQ may suspend performance or delivery where:

• an invoice is overdue;
• required information or access has not been provided;
• there is a material health or safety concern;
• the Customer materially breaches these Terms;
• AeroIQ reasonably considers that continuing may breach applicable law; or
• circumstances outside AeroIQ's reasonable control prevent performance.

16.2 A Customer may not cancel an accepted Order without AeroIQ's written agreement where AeroIQ has already:

• ordered Products;
• committed to third-party costs;
• allocated project resources;
• commenced work; or
• incurred other non-recoverable costs.

16.3 If AeroIQ agrees to cancellation, the Customer must pay for:

• Products already ordered or committed to where those commitments cannot reasonably be cancelled;
• Services already performed;
• reasonable non-recoverable third-party costs; and
• other reasonable costs arising directly from the cancellation.

16.4 Any deposit specifically identified as non-refundable will remain non-refundable to the extent permitted by law and to the extent reasonable in light of costs or commitments already incurred.

16.5 If AeroIQ permanently cancels an Order for reasons not caused by the Customer and has received payment for Products or Services that will not be supplied, AeroIQ will refund the applicable amount.

17. PRIVACY AND USE OF INFORMATION

17.1 AeroIQ may collect, hold, use and disclose personal information in accordance with its Privacy Policy and the Privacy Act 2020.

17.2 Information may be used where reasonably necessary to:

• administer Orders;
• supply Products and Services;
• communicate with Customers;
• manage accounts and invoices;
• arrange deliveries;
• process warranty or support matters;
• comply with legal and regulatory obligations;
• manage safety and operational requirements; and
• operate AeroIQ's business.

17.3 AeroIQ does not collect or store Customer credit or debit card details unless AeroIQ expressly introduces a payment system that requires otherwise and updates its Privacy Policy accordingly.

17.4 Where a third-party payment provider is used, payment information may be processed directly by that provider in accordance with its own terms and privacy practices.

18. GENERAL

18.1 Governing law

These Terms and all Orders are governed by the laws of New Zealand.

The parties submit to the jurisdiction of the New Zealand courts.

18.2 Entire agreement

These Terms together with the applicable quote, proposal, statement of work or other written agreement constitute the agreement between the parties relating to the relevant Order.

18.3 Severability

If any provision of these Terms is found to be invalid, illegal or unenforceable, the remaining provisions continue in force.

18.4 Assignment

The Customer may not assign its rights or obligations under an Order without AeroIQ's prior written consent, such consent not to be unreasonably withheld.

AeroIQ may subcontract parts of the Services but remains responsible to the Customer for the performance of the Services to the extent required by the applicable agreement and law.

18.5 Multiple Customers

Where two or more persons or entities jointly constitute the Customer, they are jointly and severally responsible for amounts owing and obligations under the relevant Order, unless otherwise agreed in writing.

18.6 No waiver

A failure or delay by either party to exercise a right does not waive that right.

18.7 Force majeure

Neither party is liable for delay or failure to perform an obligation, other than an obligation to pay amounts already due, to the extent the delay or failure is caused by circumstances beyond that party's reasonable control.

Such circumstances may include:

• natural disasters;
• severe weather;
• fire;
• flood;
• war;
• terrorism;
• civil disturbance;
• industrial action;
• epidemic or pandemic;
• government action;
• border or customs disruption;
• widespread telecommunications or infrastructure failure;
• supply-chain interruption; or
• manufacturer or distributor disruption outside that party's reasonable control.

The affected party must take reasonable steps to minimise the effect of the event.

18.8 Electronic communications

The parties agree that approvals, instructions, Orders, notices and other communications may be given electronically unless a specific agreement requires another form.

19. CONTACT DETAILS

Questions regarding these Terms may be directed to:

AeroIQ Limited
Email: support@aeroiq.co.nz
Business address: 148 Clark Road, Hobsonville, 0616
Website: aeroiq.co.nz

By accepting an AeroIQ quote, proposal, statement of work or Order, instructing AeroIQ to proceed, paying an AeroIQ invoice or deposit, or purchasing Products or Services from AeroIQ, the Customer acknowledges that it has read and agrees to these Terms of Trade.