Standard Terms and Conditions

1. Interpretation

1.1 In these terms and conditions the following words shall have the following meanings:

1.2 The headings in the Contract are for convenience only and shall not affect their interpretation.

1.3 In this Contract reference to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced.

1.4 In these Conditions references to the masculine include the feminine and the neuter and to the singular include the plural and vice versa as the context admits or requires.

1.5 Any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression are to be construed as illustrative and will not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.6 Reference to the Plant, Materials, Works or Site includes a reference to any part of them.

2. Application of the Contract

2.1 The provision of the Works is governed exclusively by the Contract terms. No other terms and conditions shall apply to the design, supply, carrying out and completion of the Works including any terms or conditions which the Client purports to apply under any purchase order, confirmation of order, specification, delivery note or other document.

2.2 No terms or conditions endorsed upon, delivered with or contained in the Client’s purchase order; confirmation of order, specification or other document will form part of the Contract simply as a result of such document being referred to in the Contract.

2.3 The Contract shall not be varied unless expressly agreed in writing and signed by an authorised representative of both parties.

2.4 Any Quotation is given on the basis that no contract will come into existence until Covair receives a purchase order from the Client or the Quotation is signed, or the Quotation is accepted by the Client whether in writing or by conduct.

2.5 Any Quotation is valid and capable of acceptance for a period of 60 days only from its date, unless Covair has expressly withdrawn it.

3. Supply of the Plant and Carrying Out and Completion of the Works

3.1 Covair shall carry out and complete the Works with due diligence and in a good and workmanlike manner in accordance with the Contract terms.

3.2 Covair may at any time without notifying the Client make any changes to the Works which are necessary to comply with any Consents or Statutory Requirements, or which do not materially affect the nature or quality of the Works.

3.3 Unless otherwise agreed in writing by Covair, the Client will take delivery of the Works on Site within 5 days of Covair giving the Client notice that the same is ready for delivery.

3.4 Unless otherwise agreed in writing by Covair the Delivery Date shall be no later than the number of weeks set out in the Quotation from the Commencement Date. Phase 2 Works will be carried out and completed by no later than the Completion Date.

3.5 Assembly of the Dome and its inflation is dependent upon good/fair weather conditions. In the event of Adverse Weather Conditions Covair may postpone the installation of the Works to such an alternative time and date as is mutually acceptable having regard to Covair’s other contractual commitments and the period of delay caused by the Adverse Weather Conditions will be deemed to include the period of delay until the Phase 2 Works can commence.

3.6 If for any reason the Client will not accept delivery of the Works within 5 days of notification to do so, or Covair is unable to deliver the Works on time because the Client has not provided appropriate instructions, documents, licenses or authorisations or personnel to accept delivery: the Works will be deemed to have been delivered.

3.6.1 Covair may store the Works until delivery whereupon the Client will be liable for all related costs and expenses (including without limitation storage and insurance) calculated on a time and material basis (which shall include a redelivery charge of not less than £250).

3.7 Notwithstanding delivery or collection of the Works or of any documents relating to them, Covair will remain the sole and absolute owner of the Works, and no title shall pass until payment in full has been made of the Contract Sum.

3.8 Covair shall be entitled to bring an action for the Contract Sum and such other charges whether or not title in the Works shall have passed to the Client as aforesaid.

3.9 The Delivery Date and Completion Date may be extended by the period of delay to those dates caused by the following events: i) any event outside of Covair’s control, ii) Adverse Weather Conditions, iii) a Variation, iv) Changes in Statutory Requirements or Consents after the date of the Quotation; v) delays in obtaining Consents by the Client, vi) an act of impediments, default or prevention by the Client or any of its suppliers or contractors vii) damage to the Works caused by a Specified Peril or others, viii) late provision of or defects in the Facilities and/or Ring Beam ix) the opening up or inspection of any work, materials or goods unless the inspection or test shows that the works, materials or goods are not in accordance with the Contract x) lack of access to Site; xi) changes to the Site Information resulting in Variations; xii) the Client’s failure to provide valid instructions or late provision of instructions xiii) suspension by Covair under clause 6.14.2.; xiv) failure to pay the second Stage payment on time.

3.10 Covair and its licensors shall retain ownership of all Covair’s intellectual property rights and the Client and its licensors shall retain ownership of all intellectual property rights in the Client provided materials.

3.10.1 Covair grants the Client, or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free, licence to copy the Covair’s documents for the purpose of using, maintaining and servicing the Works.

3.10.2 The Client grants Covair a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable licence to copy and modify the Client’s documents for the term of the Contract for the purpose of using, maintaining and servicing the Works.

3.10.3 Both parties shall indemnify the other party in full against any sums awarded by a court against the other party arising of or in connection with any claim brought against the party suffering the loss for infringement of a third party’s rights (including any intellectual property rights) arising out of, or in connection with, the receipt or use of documents including any intellectual property rights in respect of the Works.

4. Insurance and Liability

4.1 Covair will insure or procure its suppliers insure the Works until the Delivery Date.

4.2 Upon delivery of the Works to the Site the Client will bear the risk of damage to the Works and will insure the Works under its All-Risks Insurance Policy for the full reinstatement value of the Works plus 15% professional fees. If the Works are attached to or in close proximity with an Existing Structure, then the Client will insure the Existing Structure under the All-Risks Policy. The All-Risks Policy will insure against loss or damage caused to the Works and if applicable any Existing Structure (together with the contents of them owned by the Client or for which it is responsible) for the full cost of reinstatement, repair, or replacement of loss or damage due to any of the Specified Perils. The Client and Covair will be jointly insured and the All Risks Policy will either jointly insure Covair’s sub-contractors or include a waiver of subrogation against them.

4.3 Covair will provide public liability insurance in the sum of £2 million and products liability insurance in the sum of £2 million.

4.4 Covair will maintain professional indemnity insurance to cover negligent design for 3 years from Completion in the sum of £1 million for any one claim and in the total including defence costs.

4.5 Covair will be liable to pay the Client liquidated damages in the sums set out in the Quotation to compensate the Client for all damages incurred due to any failure to complete the Works by the Completion Date. Covair shall not be liable for any damages incurred by the Client due to its failure to deliver the Works by the Delivery Date.

4.6 Covair is not responsible for and shall have no liability in respect of the position of the Dome on Site, heating system, the number or type or position of exit and egress points including doors, the fire strategy, Facilities, the Works regarding disability access requirements, the disposal of waste, and waste disposal certificates which are all the Client’s responsibility to design and/or provide. The Client shall provide Covair specifications for the Dome and the aforementioned items which are the Client’s design responsibility which will comply with Statutory Requirements and Consents. Covair will design the Dome to meet the Client’s specifications.

5. Client Obligations

5.1 The Client shall obtain any Consents required to carry out and complete the Works.

5.2 The Client will ensure that the Site is suitable for the Works.

5.3 The Client will employ a structural engineer to design the Ring Beam. The Ring Beam does not form part of the Works. The Client will be responsible for the design and construction of the Ring Beam and any Facilities (together referred to as the “Client Provided Works”). The Client will carry out its own Site investigations, including ground investigations to inform the design of the Client Provided Works which are able to meet the performance specifications provided by Covair to the Client regarding the Works. The Client warrants that the Ring Beam will meet Covair’s specifications and in addition to clause 6.4 will indemnify Covair in respect of any additional costs incurred by Covair as a result of a breach of this warranty.

5.4 The Client will at its own expense supply Covair with all Site Information within sufficient time to enable Covair to provide the Works in accordance with the Contract.

5.5 The Client will ensure that:

5.5.1 the Site is ready and accessible to Covair to deliver and install the Works;

5.5.2 the Client Provided Works have been completed to the required measurements, defect free and within sufficient time to enable Covair to provide the Works in accordance with the Contract.

5.6 The Client will maintain the Dome and the Plant in accordance with the instructions given by Covair (whether oral or in writing).

5.7 The Client will appoint a Principal Designer. The Principal Contractor will be identified in the Quotation. The Client will be the Client for the purposes of the CDM Regulations and the Building Regulations and both parties will comply with their Statutory Requirements in relation to the CDM Regulations and Building Regulations.

5.8 The Client shall (at its own cost) be responsible for the disposal of all packaging and/or waste materials resulting from, connected with or arising out of Covair’s performance of the Works.

5.9 Covair will not be responsible for damage to the Works by others on Site.

6. Contract Sum

6.1 Subject to any special terms agreed, the Client shall pay the Contract Sum and any additional sums which may become due to Covair pursuant to the terms of this Contract.

6.2 A Variation or an instruction to carry out a Variation by the Client does not vitiate the Contract. A Variation may not include an omission of the Works unless Covair in its absolute discretion consents thereto. Covair shall be entitled to refuse to carry out a Variation if it would result in the Works being defective, in breach of a Statutory Requirement or unsafe.

6.3 The Contract Sum will be increased by the amount agreed between the parties for any Variation and if no amount is agreed by a fair and reasonable price for the Variation unless the Variation is due to a fault or omission of Covair in which event Covair shall carry out and complete the Variation at its own cost.

6.4 The Contract Sum will also be increased by any additional loss and/or expense incurred by Covair due to the extension of time on Site caused by the events listed in clause 3.9 above or the events themselves.

6.5 The Contract Sum is exclusive of any Value Added Tax, for which the Client shall be additionally liable at the applicable rate from time to time.

6.6 The Client shall pay:

6.6.1 the Deposit on receipt of an invoice from Covair issued after Covair has received a signed Quotation or purchase order from the Client or acceptance of the Quotation;

6.6.2 The remainder of the Contract Sum will be paid as per the Stages.

6.7 Covair will upon completion of the Works in each Stage (save for Final Stage which is governed by Clause 8 and which requires the issue of the Invoice no later than 5 days before the final inspection) issue an Invoice for the sum payable for the Works carried out in that Stage together with any additional sums due pursuant to clause 6.3 and 6.4 for events occurring during that Stage which entitle Covair to the payment of additional sums.

6.8 The date of issue of the invoice will be the due date for payment.

6.9 The Client will not later than 5 days after the due date for payment issue a payment notice setting out the sum the Client intends to pay and the basis upon which that sum is calculated.

6.10 The final date for payment is 8 days after the due date for payment.

6.11 The Notified Sum is the payment notice issued by the Client pursuant to clause 6.9 or if none is issued the invoice for payment issued by Covair under clause 6.7.

6.12 The Client will pay the Notified Sum unless it has issued a pay less notice stating the sum it intends to deduct from the Notified Sum and the basis of such deduction by no later than 1 day before the final date for payment, the pay less notice may state that zero will be paid but may not be a negative sum save for the final payment notice which may be negative. The Contract Sum and any additional sums payable shall be paid by the Client together with any applicable Value Added Tax and without any set-off or other deduction.

6.13 Unless otherwise agreed in writing between the parties, all such payments shall be made by bank transfer or cheque only and the Client will not be considered to have paid any amount tendered by cheque unless and until it has been credited to Covair’s bank account.

6.14 If the Client fails to make payment in full in accordance with this clause 6 then, without prejudice to any other rights of Covair:

6.14.1 the Client shall become liable to pay Covair interest on the amount for the time being unpaid without any need for Covair to give notice to that effect. This interest shall be calculated at 5% per annum above the annual base rate from time to time of Barclays Bank Plc calculated from the final date of payment until the date of actual payment and such interest shall be payable after as well as before any judgement; and

6.14.2 Covair shall be entitled to either:

6.14.2.1 upon issue of a 7 day notice of suspension setting out its reasons for suspending, suspend the provision of the Works without incurring any liability and such suspension shall continue until the sum payable is paid, but under no circumstances shall the Client be released from its obligations to Covair under this Contract; or

6.14.2.2 terminate the Contract with the Client in accordance with Condition 8 below and claim damages from the Client caused by or arising from such termination.

6.15 In the event of termination by Covair in accordance with clause 8 below Covair shall be entitled to exercise its rights to the Works in accordance with Condition 3.8 above.

6.16 It is agreed that the Works are construction works in accordance with the Housing Grants Construction and Regeneration Act 1996 as amended and the terms of that Act shall apply to all of the Works.

6.17 Where carriage, packing or other charges relating to the Works are stated separately from the Contract Sum they will nevertheless be payable by the Client at the same time as if they formed part of the Contract Sum and shall be treated as such.

7. Warranties and Liability

7.1 Subject to the terms set out below, Covair warrants that:

7.1.1 the Plant, Materials and Dome will correspond with the description of the Works set out in the Quotation or Variation and be free from defects in Materials and workmanship and

7.1.2 the design provided in respect of the Works (if applicable) will be provided with the reasonable skill and care to be expected of a member of its profession experienced in carrying out works similar to the Works.

7.2 The warranty in clause 7.1 is given by Covair subject to and conditional upon the following:

7.2.1 Covair shall have no liability under or in respect of this Contract or the provision of the Works in respect of: i) any defect arising from fair wear and tear, wilful damage, negligence by others or abnormal operating conditions, ii) failure to follow Covair’s instructions (whether oral or in writing), iii) misuse or alteration or repair of the Works without Covair’s written approval iv) any claim made when the Contract Sum has not been paid by the final date for payment; and

7.2.2 the warranty in clause 7.1 does not extend to any parts of the Works not manufactured by Covair, in respect of which Covair shall not be liable to the Client for a breach of the warranty or any defects or faults in those parts of the Works, instead the Client shall be required to pursue the manufacturer of the particular component of the Works under the manufacturer’s warranty or guarantee and the Client shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer in relation to each component including the limitations placed on the period of the warranty or any other limitations of the manufacturer.

7.3 Subject to clause 7.2.2, Covair shall not be liable for any loss, damage, costs, expenses or other claims for compensation under or arising from this Contract or the carrying out of the Works:

7.3.1 unless: i) Covair is given a reasonable opportunity after receiving the notice referred to in clause 8 to inspect the Works and rectify the defect in the Works; ii) if required by Covair the Client returns the Plant to Covair’s place of business or the manufacturer’s premises at the Client’s cost for the examination to take place there; iii) if the Client makes any further use of the Plant and/or the Dome (as applicable) after giving the notice referred to in Condition 8; iv) if the defect arises because the Client failed to follow Covair’s written instructions/manuals as to the storage, installation, commissioning, use or maintenance of the Plant and/or Dome or the Client is unable to prove by proper records that it properly maintained the Plant and/or Dome – the burden of proof showing that the Plant and/or Dome were maintained properly is on the Client; v) if the Client alters or repairs the Plant or the Dome without the written consent of Covair. vi) if caused by any Site Information, other information or instructions supplied by the Client which are incomplete, incorrect or inaccurate, missing or late; or vii) if caused by any act, omission, default or negligence of the Client or any of its customers, contractors or suppliers.

7.4 The warranty period starts from Completion of the Works. For avoidance of doubt the warranty set out in clause 7.1 does not include consumable parts, such as fuses, bulbs, belts, batteries, cables, filters, bearings etc.

7.5 Except in respect of death or personal injury caused by Covair’s negligence, or as expressly provided in this Contract, Covair shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of Covair its servants or agents, sub-contractors or otherwise) which arise out of or in connection with the provision of the Works or their use by the Client and for any claim made against the Client by third parties caused by or arising from the Works for whatsoever reason, and the entire liability of Covair under or in connection with the carrying out and completion of the Works shall not exceed the Contract Sum, save where the loss, damage, cost or expense is covered by an insurance policy held by Covair and then the liability of Covair shall be limited to the amount paid out under the insurance policy if it is greater than the Contract Sum.

7.6 Covair shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of Covair’s obligations in relation to the Works, if the delay or failure was due to any cause beyond Covair’s reasonable control.

7.7 If a claim is not notified by the Client within the time limits set out in Condition 8 below, Covair shall have no liability to the Client and the Client shall be bound to pay the Contract Sum as if the Works had been delivered and performed in accordance with the Contract, notification under clause 8 is a condition precedent to making any claim against Covair.

7.8 In the event that a claim for a breach of the warranty under clause 7.1 is notified to Covair in accordance with these terms, within the defects rectification period set out in clause 8 below (save for Latent Defects) and Covair is of the opinion that such a claim is valid, then Covair, at its sole discretion, shall be entitled to replace the Plant (or the part in question) or provide remedial works free of charge or, at Covair’s sole discretion, refund to the Client the Contract Sum (or a proportionate part thereof), but Covair shall have no further liability to the Customer.

7.9 The Client shall indemnify Covair in respect of any claims, proceedings, liabilities, damages, costs and expenses of whatsoever nature made against or incurred by Covair by reason of damage caused to person or property and arising out of a failure by the Client to comply with the provisions of this Contract regarding the use and maintenance of the Works.

7.10 Subject as expressly provided in this Contract except where the Works are provided to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law. The rights of individual consumers pursuant to any Statutory Requirements are not affected by the terms in this clause.

8. Claim for Unsatisfactory Performance or Defects

8.1 Covair will notify the Client when Completion of the Works has occurred and the parties will arrange an inspection of the Works which will occur on Covair’s final date on Site as notified. The Client’s representative attending the inspection will walk around the Site with the Covair representative in order to agree that Completion has occurred and to identify any snagging items. Covair will issue an Invoice for the final sum payable for the Works carried out in that Stage together with any additional sums due pursuant to clause 6.3 and 6.4 for events occurring during that Stage which entitle Covair to the payment of additional sums and such invoice will be issued at least 5 days before the inspection date and will be deemed an application for payment. If agreed at the inspection, the parties will sign the Completion Certificate. If the Completion Certificate is issued then the final invoice for the final payment establishes a notified sum (in the absence of a payment notice issued by the Client pursuant to clause 6.9) and is deemed a valid application for payment, if the Completion Certificate is not issued then the process in clause 8.1 is repeated by the parties and the final invoice cannot establish a notified sum and is not deemed a valid application for payment.

8.2 If the Completion Certificate is issued then the possession and title of the Works will be handed over to the Client 3 days after the Completion Certificate is signed save where the Client has not made the final payment by the final payment date in which event Covair retains exclusive possession and control of the Works until final payment clears. The Client shall not access the Works without Covair supervision. If final payment is not received by the final date for payment, Covair may (a) secure the Works against access by the Client, (b) charge £500 daily for continued supervision and safety monitoring, (c) demobilize safety-critical equipment if necessary. Client acknowledges that an inflated dome requires daily safety monitoring and Covair cannot transfer responsibility for an unsupervised inflated structure.

8.3 The defects rectification period is 3 months from Completion and no later than the expiry of the defects rectification period the Client will notify Covair in writing of any defects it has discovered post Completion or any snagging items that remain outstanding. Covair will be responsible for rectifying such defects notified provided they are notified before the expiry of the rectification period.

8.4 In cases of Latent Defects, subject to the provisions of clause 7, Covair will use its reasonable endeavours to address any such Latent Defects subject to the Client notifying such Latent Defects to Covair by way of email pursuant to clause 11.1 within 1 week of discovery of the Latent Defect.

8.5 Notifying defects and Latent Defects strictly in accordance with this clause 8 is a condition precedent to Covair’s liability in respect of such defects and Latent Defects and Covair shall not be liable for any claims, proceedings, liabilities, damages, costs and expenses of whatsoever nature caused by or arising from such defects unless notification to Covair is provided strictly in accordance with this clause 8.

9. Termination

9.1 Covair may, by notice in writing to the Client, terminate the Contract forthwith if:

9.1.1 the Client commits any breach of any of these terms, including terms concerning the time for payment of the Contract Sum or any part thereof and fails to rectify that breach after 7 days of receipt of a notice to so rectify.

9.2 Covair may with immediate effect terminate this Contract or its employment under it if:

9.2.1 the Client enters into an arrangement, compromise or composition in satisfaction of debts;

9.2.2 being an individual the Client shall die or have a bankruptcy order made against him/her under Part IX of the Insolvency Act 1986 or commits an act of bankruptcy or;

9.2.3 being a Company the Client enters into administration within the meaning of Schedule B1 to the Insolvency Act 1986; shall call any meeting of its creditors or have an administrative receiver or manager of its property under Chapter I Part II of that Act or the appointment of a receiver under Chapter II of that part; on the passing of a resolution for voluntary winding up without a declaration of insolvency under section 89 of that Act or the making of a winding up order under part IV or V of that Act or a moratorium pursuant to part A2 of the Insolvency Act 1986 comes into force in respect of the company or an order is made sanctioning a compromise or arrangement pursuant to Part 26A of the Companies Act 2006 with respect to it or

9.2.4 being a partnership on the making of a winding up order under any provision of the Insolvency Act 1986 or is the subject of an individual arrangement or any other event or proceeding referred to in clause 9.2.2.

9.3 The Client shall be responsible for Covair’s damages caused by its termination pursuant to this clause 9.

9.4 This clause shall be without prejudice to either party’s rights under common law regarding termination.

10. Dispute Resolution

10.1 Covair and the Client shall use their reasonable efforts to negotiate in good faith and settle amicably any dispute that may arise out of or relate to the Contract or any breach or alleged breach of it.

10.2 Subject to the statutory right of adjudication, if any negotiations held in accordance with Conditions 10.1 above fail to result in a settlement within 28 days of the date of the meeting or if no meeting takes place within 28 days of the date of the dispute, the matter at the election of either party shall be referred to mediation or litigation.

10.3 It is agreed that the provisions of this Contract are a construction contract under the Housing Grants Construction and Regeneration Act and that any dispute or difference under this Contract which either party wishes to refer to adjudication, the Part 1 of the Schedule to The Scheme for Construction Contracts (England and Wales) Regulation 1998 will apply subject to the following: i) for the purposes of the Scheme the adjudicator will be a King’s Counsel specialised in construction law and the nominating body will be TECBAR. If the adjudicator does not have the appropriate expertise and experience the adjudicator will appoint an independent expert with such expertise and experience to advise and report in writing.

11. General

11.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing and may be sent by email save that a notice must be sent to Covair by emailing both service@covair.co.uk and management@covair.co.uk.

11.2 No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.

11.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.

11.4 For the avoidance of doubt the parties confirm that no terms or conditions of the Contract will be enforceable by virtue of the Contract (Rights of Third Parties) Act 1999 by any person that is not a party to it.

11.5 English law shall apply to the Contract, and the parties agree to submit to the non-exclusive jurisdiction of the English courts.

12. Personal Data

12.1 For the purposes of this Contract and Data Privacy Laws the Client is the Personal Data Controller and Covair is the Personal Data Processor and all terms regarding the Processing of Personal Data will be governed by the Data Privacy Laws and in particular Schedule 1 hereto.

13. Confidentiality

13.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group to which the other party belongs, except as permitted by clause 13.2. For the purposes of this clause 13.2, group means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.

13.2 Each party may disclose the other party’s confidential information: (i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 13.2; and (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

13.3 Neither party shall use any other party’s confidential information for any purpose other than to perform its obligations under this Contract.

Schedule 1

Article 28 Contractual Clauses

Definitions to include in the contract:

Data Controller has the meaning given in Data Privacy Laws.

SAR means a written request made by or on behalf of an individual for the information they are entitled to ask for under Data Privacy Laws.

Data Protection

The parties acknowledge and agree that nothing in this Maintenance Contract relieves the parties from their own responsibilities and liabilities under Data Privacy Laws.

Covair shall Process the Personal Data solely in accordance with Annex A and the Client’s written instructions unless Covair is required by Statutory Requirements to otherwise Process the Personal Data, in which case Covair shall inform the Client of the legal requirement before such Processing (unless such notification is prohibited by Statutory Requirements on the ground of public interest).

In the event that Covair sub-contracts any aspect of the Processing of the Personal Data to a third party (a “Sub-Processor”) Covair will ensure that each (if any) Sub-Processor is bound by a written contract binding on it with regard to the data controller and imposing on it obligations which are (at least) equivalent to those imposed on Covair by this Contract.

In relation to any Personal Data, Covair shall:

1. procure that all Covair personnel shall:
   1. comply with the terms of this Contract; and
   2. be engaged under written binding obligations of confidentiality or under an appropriate statutory obligation of confidentiality in respect of the Processing of the Personal Data.
2. comply with Data Privacy Laws;
3. not itself exercise control, nor will it transfer or purport to transfer control of the Personal Data to a third party;
4. not Process Personal Data for its own purposes;
5. not include the Personal Data in any product or service offered to third parties;
6. not carry out any further research, analysis or profiling activity which involves the use of any part of the Personal Data;
7. promptly comply with the Client’s written instructions in respect of Personal Data (including but not limited to the rectification, erasure or restriction of Personal Data);
8. provide reasonable assistance to the Client in conducting any privacy impact assessments required in relation to this Agreement;
9. ensure that the Personal Data shall be maintained in a format which permits data portability, as required by Data Privacy Laws;
10. consent to the Client providing details about Covair’s involvement in the Processing of the Personal Data within the Client’s privacy notices;
11. not transfer or access any of the Personal Data outside the European Economic Area unless the Client has given its prior written consent and such transfer complies with Data Privacy Laws;
12. inform the Client if it considers that it has received an instruction which does not comply with Data Privacy Laws;
13. at all times have in place technical and organisational measures to protect the Personal Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access which are appropriate to the risks of varying likelihood and severity for the rights and freedoms of individuals that are presented by the processing, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing, including in particular:
    1. any specific security measures required by this Agreement; and
    2. where appropriate:
       1. measures for the pseudonymisation and encryption of Personal Data.
       2. the ability to ensure the ongoing confidentiality, integrity, availability and resilience of Processing systems and services;
       3. the ability to restore the availability of and access to Personal Data in a timely manner in the event of a physical or technical incident; and
       4. a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the Processing;
14. give to the Client such co-operation, assistance and information as it may reasonably request and Covair may reasonably be able to provide; and
15. delete all the Personal Data in its possession or under its control as soon as is practicable after the end of the provision of the relevant Services.

Covair shall within three (3) Business Days notify the Client if it receives a SAR in relation to Personal Data. Covair shall not respond to any such SAR without the Client’s written consent and shall comply with the written instructions of the Client in relation to such SAR.

The Client shall promptly notify Covair of any SAR received that concerns Personal Data Processed by Covair in the carrying out and completion of the Works. Within five (5) Business Days of such notification Covair shall confirm to the Client that it is Processing such Personal Data and shall provide the Client with the following:

1. the purposes of the Processing and confirmation of whether any profiling is involved in that Processing;
2. the format in which the Personal Data is held; and
3. a description of the relevant Personal Data (e.g. by reference to categories of personal data).

Within fifteen (15) Business Days of receipt of the notification provided under either paragraphs 4 or 5 above (as applicable) Covair shall provide to the Client a copy, in the format and via the medium requested by the Client, of the applicable Personal Data.

Annex A

Description of Processing