Independent advisor in aviation industry – SGI aviation

General Terms and Conditions of Services

General Terms and Conditions of Services

GENERAL

Words and definitions used herein shall, unless otherwise defined herein or unless the context otherwise requires, have the same meaning attributed thereto in the Technical Support Agreement (“Agreement”).
  1. 1. SERVICES
  2. 1.1. SGI shall perform the Services in accordance with the terms and conditions as set out in the Agreement.
  3. 1.2. SGI may perform the Services through its employees, affiliates, independent contractors or other personnel engaged by SGI for such purpose, provided that such persons are of an appropriate professional standard. SGI shall ensure that any such personnel perform the Services in accordance with the terms and conditions of the Agreement. SGI shall remain fully responsible to the Customer for the performance of the Services by such personnel.
  4. 1.3.In the event that the Services required by the Customer include services which cannot be performed by SGI’s personnel, or are otherwise requested by the Customer (hereinafter referred to as “External Services”), the Customer may ask SGI to hire such External Services provider and SGI may accept the Customer’s request where the Customer:
  5. 1.3.1. has given SGI a written approval to hire an External Services provider;
  6. 1.3.2.agrees that in respect of any costs or expenses incurred by SGI with respect to any External Services provider, all costs will be charged by SGI to the Customer on a cost recovery basis with a 7% mark-up; and
  7. 1.3.3.in the event that the Customer requires SGI to enter into any agreement with such External Services provider (“Third- Party Agreement”) in SGI’s name, then the Customer agrees –
  8. 1.3.3.1.to indemnify and hold SGI (and any of its employees, consultants, sub-contractors, affiliates or agents) harmless against any and all losses, claims, damages or liabilities to which SGI may become subject to under the Third-Party Agreement other than any losses, claims, damages or liabilities resulting from the gross negligence, fraud or wilful misconduct of SGI or any of its employees, consultants, sub-contractors, affiliates or agents; and
  9. 1.3.3.2.that all risk of loss and/or damage suffered or caused in terms of the Third-Party Agreement pass to the Customer from the date of signature of the Third-Party Agreement by all the parties thereto.
  10. 1.4.For the avoidance of doubt any consultant, independent contractor, affiliate, group company or agent of SGI, acting on behalf of SGI to perform the Services shall be deemed to be SGI and any other service provider procured to perform External Services shall be deemed a third party where the context requires.
  1. 2. DURATION OF THE AGREEMENT
  2. 2.1.The Agreement shall become effective on the date first mentioned in the Agreement and shall expire on the date referred to in the Agreement under the clause titled “Term”.
  3. 2.2. Clauses 9 (“Confidentiality”), 14 (“Liability”), 22 (“Notices and communications”), 23.1 (“Miscellaneous”) and 24 (“Applicable law and disputes”) hereof shall survive the termination of the Agreement for a period of 2 years.
  1. 3. FEES & EXPENSES
  2. 3.1.For man-day rate activities SGI shall provide Customer regular updates of the time accrued against the estimated time based upon the SGI internal time management system. Man-days are based on an average of 8 working hours per day.
  3. 3.2.For purposes of this clause, a man-day shall mean any day on which SGI’s personnel is assigned to the Services (including weekdays and weekends). For the avoidance of doubt, should SGI’s personnel not be able to perform the Services during a weekend and it is impractical or uneconomical for SGI’s personnel to return to their homebase during such weekend and accordingly remain in the location at which the Services are being performed during such weekend, SGI shall be entitled to charge the man-day rate in respect of each day of such weekend.
  4. 3.3. Fees will automatically be escalated by 5% or by the official Dutch inflation rate, whatever is the highest, every 12 months from the date on which the Agreement became effective, and as such no prior consent to such escalation shall be sought from the Customer.
  5. 3.4.For the avoidance of doubt the agreed fees set out in the Agreement excludes any expenses (including travel and lodging expenses). Subject to the provisions set out herein, the Customer shall be billed for the actual costs and/ or expenses incurred and where possible these costs and/ or expenses shall be supported by receipts.
  6. 3.5.SGI may, from time to time during the term of the Agreement, and in its sole and absolute discretion, grant to the Customer a discount in respect of the fees agreed to in the Agreement. Without prejudice to SGI’s rights set out in clause 17 below, the Customer acknowledges and agrees that should the Customer be subject to any event described below in clause 17, any discount granted to the Customer in accordance with the preceding paragraph shall be terminated with effect from the date of occurrence of the relevant event, without prior notice, and all original fees agreed to in the Agreement shall continue to apply from the date of occurrence of the relevant event.
  7. 3.6. SGI will charge a 5% mark-up on the travelling costs incurred by SGI in performing the Services as an administrative cost.
  1. 4. INVOICE & PAYMENT
  2. 4.1.Fees, costs and expenses billed by SGI, or its group company, shall be paid 14 (fourteen) days following the invoice date into the relevant bank account, the details of which are listed below:
If payment is due to SGI Aviation Services B.V.

Address:

Herikerbergweg 288
1101CT AMSTERDAM
The Netherlands

VAT:

NL817802800B01

Dutch Chamber of Commerce No.

34270649

Beneficiary Name:

SGI Aviation Services BV

Beneficiary bank:

Rabobank
Croeselaan 18 3521 CB
Utrecht

IBAN:

NL69RABO0130467693

Account number:

0130467693

SWIFT code:

RABONL2U

If payment is due to SGI Aviation (Asia) Pte. Ltd.

Address:

36 Robinson Road
#20-01 City House
Singapore 068877

Registration No:

200803898N

Beneficiary Name:

SGI Aviation (Asia) Pte Ltd

Beneficiary bank:

OCBC, 63 Chulia Street
#10-00 OCBC Centre East
Singapore 049514.

IBAN:

n/a

Account number:

50.30.23.34.32.01

SWIFT code:

OCBCSGSG

If payment is due to SGI Aviation LLC

Address:

29399 US Highway 19 N,
Suite #150
Clearwater, 33761
FL
United States of America

Registration No:

26-4478911 (TIN)

Beneficiary Name:

SGI Aviation LLC

Beneficiary bank:

SGI Aviation Services BV

Beneficiary bank:

Capital One Bank N.A.

IBAN:

n/a

Account number:

33.16.95.91.57

Routing number:

065000090

SWIFT code:

HIBKUS44

If payment is due to SGI Guernsey Ltd

Address:

Granite House
La Grande Rue
St Martin
GY4 6LH
Guernsey

Registration No:

57165

Beneficiary bank:

RBS International Limited

IBAN:

GB15 RBOS 1620 2956488526

Account number:

56488526

Beneficiary Name:

SGI Guernsey Limited

SWIFT code:

RBOSGGSP

Sort Code:

162029

  1. 4.2.The Customer is urged to stay vigilant to fraud and scams, specifically those affecting email accounts and bank account details. Please note that SGI’s bank account details set out above will not change during the term of this Agreement and SGI will never notify the Customer of a change in bank details via email, post or text message. SGI will not accept responsibility if the Customer transfers money into an incorrect bank account and the invoice in respect of which such payment into the incorrect bank account was made, shall remain due and payable to SGI.
  2. 4.3.Where, however the Customer disputes the invoiced amount (“Dispute Amount”), it must pay the undisputed amount (if any) within the time stipulated above.
  3. 4.4.Undisputed Amounts not received by SGI, or its group company, on the due date due shall accrue interest at a rate of 1.5% (one and a half percent) per month, calculated on the basis of the actual number of days elapsed in a year of 360 (three hundred and sixty) days. An amount will be considered disputed where the Customer delivers a written statement to SGI, or its group company, on or before the due date of the invoice, describing in reasonable detail the basis of the dispute and the amount being withheld by the Customer.
  4. 4.5.Upon receiving this written statement, both SGI and the Customer will use commercially reasonable efforts to resolve, promptly through good faith discussions, any Disputed Amount, without prejudice to the provisions of clause 24. If the Customer does not provide the written statement in accordance with the abovementioned paragraph, the amount shall be deemed to be undisputed.
  5. 4.6.Where the Agreement or relevant Service Order provides that invoices are to be addressed to or paid by a third party who is not a party to the Agreement, the Customer shall remain fully liable for payment of all fees, costs and expenses in the event that such third party fails to pay on or before the due date of such payment or refuses to pay for any reason whatsoever.
  1. 5. TRAVEL AND LODGING POLICY
  2. SGI is committed to performing Services in a sustainable and environmentally responsible manner whilst using commercially reasonable efforts to keep travel and lodging expenses to a minimum. SGI shall use reasonable efforts to utilize its regional staff as much as possible to accomplish the requested Services thereby limiting travelling expenses to the Customer, subject to availability of staff in such regions.
  3. 5.1. Air Travel:
  4. 5.1.1.Where commercially and practically reasonable, SGI shall procure services of airlines who are committed to sustainable solutions such as, but not limited to, the use of sustainable fuels; efforts to reduce carbon emissions and the implementation of a carbon offset program.
  5. 5.1.2.For travel of 6 hours or less, SGI personnel are expected to travel on a reasonably priced, non-stop coach class airfare. If a non-stop airfare is not available, the best alternative shall be sought.
  6. 5.1.3.For travel of more than 6 hours, SGI personnel shall travel on a reasonably priced business class airfare. If a non-stop airfare is not available, the best alternative shall be sought.
  7. 5.1.4.When booking any air travel an option to contribute to a carbon offset program is available, SGI shall make such contribution which shall be included in the travel expense for which the Customer is liable, provided at all times such contribution is commercially reasonable.
  8. 5.1.5.Bookings shall be made well in advance, as far as practically possible in order to ensure the most reasonable rates.
  9. 5.2. Lodging:
  10. 5.2.1.Where commercially and practically reasonable, SGI personnel shall stay in a hotel that has implemented efforts to put sustainability at the forefront of its mission. This includes, but is not limited to, the use of renewable energy; water conservation efforts; sustainable building materials and responsible food suppliers. Such hotel must be oriented to the business traveller.
  11. 5.3. Other:
  12. 5.3.1.Where commercially and practically reasonably, SGI personnel shall hire sustainable vehicles such as natural gas vehicles (CNG), hybrid vehicles (HEV), and vehicles equipped to use ethanol and biodiesel. If not commercially and/ or practically reasonable, car hire shall be limited to a maximum Group C (to be stated on invoices). All rentals are inclusive of vouched fuel expenses associated with such hire car.
  13. 5.3.2.Personal car motoring expenses based on a mileage rate of Euro 0.65 per Km, or USD 0.65 per Km whichever is applicable (excluding motorway tolls which shall be reimbursed as incurred).
  14. 5.3.3.Mobile phone calls and internet access business calls using a recognized telephone charge card or mobile telephone (only on exceptional occasions should calls be made at hotel rates and in such circumstances the caller shall request a call back wherever possible).
  1. 6. STANDARD AND PLACE OF PERFORMANCE OF SERVICES
  2. SGI shall perform the Services with due diligence and efficiency and shall exercise such skill and care in the performance of the Services in accordance with reasonable professional standards and industry practice. SGI shall follow all reasonable instructions of Customer or its designee in the performance of the Services and shall not incur any liability nor make any commitment for or on behalf of Customer or its designee or any other party without the express prior written consent from Customer or its designee.
  1. 7. INFORMATION, DOCUMENTATION AND REPORTS
  2. 7.1.Customer shall provide SGI in a timely manner and at no cost with access to its data and shall deliver to SGI all specific working documents, information well as all the details and useful information concerning the planned use or purpose of the Services needed for the performance of the Services including those documents and/or information specifically referred to in the Agreement. In the event that Customer fails or refuses to do so, the Services shall be rendered impracticable by such failure or refusal. In any such case, the Parties shall, in good faith discuss the alternatives in which SGI can fulfil its Services for Customer. In a case where the Parties decide that there is no acceptable alternative means for SGI to provide the specific Services in question, Customer shall discharge SGI from any liabilities and costs in relation to providing such Services.
  3. 7.2.SGI’s Services shall extend to the data, working documents and/or other information received by the Customer as at the commencement date of the Services as described in the Agreement. Any data, working documents and/or other information generated, published or made available after the commencement date of the Services shall not be covered under the Agreement.
  4. 7.3.SGI shall furnish Customer with such information, documentation, and reports relating to the Services as Customer may from time to time during the term of the Agreement reasonably request in writing which shall be subject to the provisions of clauses 8 and 9 below.
  5. 7.4.The Customer is solely liable for the use of SGI’s information, documentation, and reports. SGI shall not guarantee the quality, results, efficacy, or relevance of any decision that may be made or action that may be taken on the basis of the information, documentation and/or reports provided to the Customer pursuant to the Agreement.
  6. 7.5. On completion of the Services, SGI shall retain any material resources, specific working documents, files, records and/or any other information provided to it by the Customer, as well as any information, documentation and/or reports previously shared with the Customer by SGI, for a period of twelve (12) months from the date of completion of the Services. After expiry of such twelve (12) month period, SGI shall not be obliged to retain and/or make available any such materials or information to the Customer.
  1. 8. PROPRIETARY RIGHTS OF INFORMATION, DOCUMENTATION AND REPORTS
  2. 8.1.Any reports, proposals, or other relevant documents (hereinafter collectively referred to as “Documents”) prepared and furnished by SGI in relation to the Services are strictly for the use of the Customer in furtherance of the expressed objectives of the Agreement. The information contained in such Documents shall, upon creation, become the property of the Customer, however any templates, formulas, methods, calculations or otherwise used by SGI to produce the information on such Documents shall remain the property of SGI. Save as described in Clause 9 below, it is agreed that neither SGI nor Customer shall copy, publish or otherwise disseminate or use any such Documents or their contents for any other purpose than the performance of the Services nor shall SGI or the Customer disclose the information or content of the Documents to any third party without the prior written permission of the other Party.
  3. 8.2.Nothing herein will be construed as a grant of a license or an assignment (by implication, estoppel or otherwise) by the disclosing Party to the receiving Party of any intellectual property rights, unless expressly provided for in the Agreement.
  1. 9. CONFIDENTIALITY
  2. 9.1.Parties acknowledge and agree that all information disclosed under the Agreement, subject to applicable law, is confidential information (“Confidential Information”). It is hereby agreed and acknowledged that Confidential Information shared by SGI with Customer may be disclosed to its and its holding company’s employees, officers and directors, provided that the aforementioned individuals are directed to keep such information confidential in accordance with this clause. Except with SGI’s prior written consent or as required by applicable law or regulation, Customer shall not disclose any Confidential Information shared with it by SGI to any other party not listed above. It is further acknowledged and agreed that any Confidential Information shared by Customer with SGI may be disclosed to SGI’s affiliates and its and their respective employees, agents, officers, directors, investors, lenders, consultants and other representatives, provided that the aforementioned individuals are directed to keep such information confidential in accordance with this clause. Except with Customer’s prior written consent or as required by applicable law or regulation, SGI shall not disclose any Confidential Information shared with it by Customer to any other party not listed above.
  3. 9.2.If disclosure of Confidential Information is required by applicable law or regulation, the disclosing party shall notify the other party prior to such disclosure and shall use its reasonable efforts to limit such disclosure; provided, however, that the foregoing notice obligation shall not apply with respect to disclosures that are requested or required pursuant to routine regulatory examinations to which a Party or any of its affiliates are subject in the ordinary course of business.
  4. 9.3.Unless otherwise agreed upon by the Parties in writing, all Confidential Information submitted by one Party to the other hereunder will remain the property of the disclosing Party.
  5. 9.4.Notwithstanding any other provision contained herein, SGI may use and process any information or materials provided to it in connection with the Services, including information derived from reports, leases or other documentation supplied by the Customer or third parties, provided that such information is anonymised and/or aggregated so that no individual, the Customer or third party can be identified. SGI may use such anonymised and aggregated information for legitimate business purposes, including analysis, benchmarking, research, service improvement and development and such use shall not constitute a breach of confidentiality or data protection obligations.
  1. 10.RELATIONSHIP BETWEEN PARTIES
  2. Parties acknowledge and agree that the Agreement is an agreement for the performance of Services only, and that nothing in the Agreement shall constitute or be deemed to constitute a partnership, agency or the relationship of employer and employee, between SGI and Customer.
  1. 11. TRANSFER OF RIGHTS AND OBLIGATIONS
  2. 11.1.The Customer shall not assign, novate, subcontract, delegate or transfer any of its obligations and rights under the Agreement nor any part there of to a third party without the prior written consent of SGI.
  3. 11.2.SGI may assign, novate, subcontract or delegate any of its rights and obligations contained in the Agreement to any other company that is controlled by or wholly owned by SGI-Aviation Services B.V. (“SGI Companies”) without obtaining the Customer’s consent. For the avoidance of any doubt, where such assignment, novation, subcontracting or delegation of the rights and obligations contained in the Agreement takes place from SGI to any of its SGI Companies, then SGI shall remain jointly and severally liable towards the Customer under the Agreement.
  1. 12. CUSTOMER OBLIGATIONS
  2. 12.1. Customer undertakes to:
  3. 12.1.1.ensure the instructions needed to perform the Services reach SGI in due time;
  4. 12.1.2.if applicable, provide SGI in a timely manner and at no cost with access to its premises, offices, other facilities, IT tools, personnel and to all the sites concerned by the Services. Where performance of the Services requires access to any airport, aircraft, premises or specific facility, and such access is denied, restricted or withdrawn for any reason beyond SGI’s reasonable control, SGI shall not be deemed to be in breach of the Agreement and the Parties shall discuss in good faith any required adjustments to the scope, timing or fees of the Services;
  5. 12.1.3.adopt all the measures needed to protect and secure working conditions on the site during performance of the Services and inform SGI of all applicable health and safety laws and regulations and all other safety instructions related to Customer’s sites and facilities;
  6. 12.1.4.ensure all of Customer’s equipment and/or premises are in good condition, fit for Services-related use, and comply with all applicable rules and regulations;
  7. 12.1.5.assist SGI in a timely manner with obtaining work permits and such other documents as shall be necessary to enable the performance of the Services. If any license, permit, approval, registration or filing is required in the country of residence of the Customer in connection with any Services or the performance by Customer or SGI of any matter in connection with the Agreement, Customer shall obtain such license, permit or approval and make such registration or filing at its own cost;
  8. 12.1.6.ensure none of the documents, information, or equipment made available to SGI by Customer pursuant to the Agreement infringe or constitute a violation of any third party’s patent, copyright, trademark, manufacturing secret, license, or other property rights (including intellectual); and
  9. 12.1.7.ensure at all times that any SGI personnel required to witness or attend a ferry flight, demonstration flight or similar operation as part of the Services required by the Customer, are properly insured under the Customer’s or relevant third party’s insurance policies. The Customer shall indemnify and hold SGI harmless against any and all loss, damage, claims or liabilities arising out of or in connection with such attendance, except to the extent caused by the gross negligence, fraud or wilful misconduct of SGI.
  1. 13.TAXES AND LICENSES
  2. 13.1.All fees, costs and expenses are exclusive of any national, provincial or local sales, use, value added or other tax, including but not limited to any labour related taxes (other than income, gross receipts or similar taxes payable in respect of SGI’s employees). Only if SGI is required to pay any such tax on account of the Services or any fees, costs or expenses related thereto, such taxes shall be paid by Customer (or, if applicable, Customer shall reimburse SGI for such payments) in addition to the fees, costs and expenses provided for in the Agreement.
  3. 13.2.All payments by Customer under the Agreement shall be made without set off on any account whatsoever and free and clear of and without deduction for or on account of any taxes except to the extent that Customer is required by applicable law or regulation to make payment subject to any taxes. If any tax or amounts in respect of tax must be deducted or withheld, or any other deductions or withholdings must be made, from any amounts payable or paid by Customer under the Agreement, Customer shall pay such additional amounts as may be necessary to ensure that SGI receives a net amount equal to the full amount which it would have received had no deduction or withholding been made.
  1. 14. LIABILITY Except in the case of gross negligence or fraudulent and/or wilful misconduct, any and all liability of SGI is limited to the amount paid out, if any, under its professional liability insurance in the matter concerned. In the event of any claim or dispute by the Customer against SGI, SGI shall comply with all notice and other requirements of such insurance policies and use its best efforts to obtain from such insurers the amount of such claim or dispute. If and when, for any reason whatsoever the insurance does not make any payment, any and all liability of SGI shall be limited to the aggregate of the fees actually received by SGI for the year preceding the date of claim by the Customer under the Agreement, or in the case of a claim received during the first year of the Agreement, the amount of fees paid up to the date of the claim.
  1. 15. CONSEQUENTIAL DAMAGES
  2. 15.1. Notwithstanding any other provision contained in the Agreement, in no event shall SGI be liable for any indirect, incidental, consequential, or similar damages as a result of the performance of the Services such as, but not limited to, any direct or indirect loss of anticipated profits or revenue, loss of use, non-operation or increased expense of operation of any aircraft or other equipment or facility, cost of capital, or failure or delay in achieving anticipated profits or product or in consummating any transaction.
  3. 15.2. Parties understand that, in performing its obligations pursuant to the Agreement, SGI depends, amongst others, on information to be received from third parties. SGI shall not be liable for any damages whatsoever resulting from or in relation to any incorrectness of information supplied by any such third party to SGI, unless and only to the extent that SGI does not act in accordance with the standard of care as described in Clause 6 herein.
  1. 16. INSURANCE
  2. 16.1. SGI has professional indemnity insurance in place annually covering the amount of EUR 5 million in aggregate with a maximum of EUR 800,000 per event to insure damage suffered as a result of the negligent performance of the Services.
  1. 17. RESCISSION AND TERMINATION
  2. 17.1.Either Party may terminate the Agreement by written notice to the other Party if:
  3. 17.1.1.there is a breach by the other Party of any term or condition of the Agreement, and such a breach is incapable of being remedied or, if the breach can be remedied, is not remedied within 30 (thirty) days of such written notice from the other Party specifying the breach and requiring the same to be remedied; or
  4. 17.1.2.the other Party is liquidated or dissolved (or a resolution to this effect is passed); or
  5. 17.1.3.suspension of payments has been filed with regard to the other Party; or
  6. 17.1.4.the other Party becomes subject to any form of insolvency-, bankruptcy- or business rescue action or external administration.
  7. 17.2.Additionally, SGI may terminate the Agreement in the event that:
  8. 17.2.1.SGI has reasons to believe that carrying on the provision and performance of the Services under the Agreement creates major concerns such as but not limited to operational and/or economic concerns for SGI. In such a situation, SGI and the Customer shall discuss alternative actions or procedures to resolve the concerns of SGI. In the event that the Customer and SGI cannot reach an agreement on the alternative actions or procedures, then SGI may terminate the Agreement by serving a 30 (thirty) days prior written notice to the Customer.
  1. 18. FORCE MAJEURE
  2. 18.1.SGI shall not be responsible and liable for any failure to perform its obligations under the Agreement if it is prevented or delayed in performing those obligations by an event of force majeure.
  3. 18.2.An event of force majeure is an event or circumstance which is beyond the control and without the fault or negligence of SGI and which by the exercise of reasonable diligence by SGI was unable to be prevented provided that the event or circumstance is limited to the following:
  4. 18.2.1.riot, war, invasion, act of foreign enemies, hostilities (whether war be declared or not) acts of terrorism, civil war, rebellion, revolution, insurrection of military or usurped power, requisition or compulsory acquisition by any governmental or competent authority;
  5. 18.2.2.earthquakes, flood, fire or other physical natural disasters including severe weather conditions;
  6. 18.2.3.strikes at national or regional level or industrial disputes at a national or a regional level, or strikes or industrial disputes by labour not employed or contracted by SGI or its subcontractors; government-imposed lockdowns and newly laws and regulations promulgated post the conclusion of the Agreement which prohibit the performance of the Services to the Customer; and
  7. 18.2.4.upon reasonable attempts, SGI is unable to obtain equipment or necessary assistance or information from third parties, such as but not limited to airlines, charterers, airport authorities to perform the Services at the location, as agreed with the Customer.
  8. 18.3.SGI agrees to notify Customer if an event of force majeure occurs and, if possible, of the expected period of time such an event of force majeure is likely to last. The agreed period for the performance of the Services shall automatically be prolonged by the same period.
  1. 19. PROTECTION OF PERSONAL DATA
  2. For the purposes of this Agreement, “Personal Data” means any information relating to an identified or identifiable natural person, whether directly or indirectly. All Personal Data shall constitute Confidential Information and shall be afforded the same level of protection as other Confidential Information under this Agreement, in addition to the specific protections set out herein. Each Party shall collect, process, use, disclose, store, access and otherwise handle Personal Data solely for the purpose of performing its obligations under this Agreement, and strictly in accordance with applicable data protection and privacy laws and regulations. No Party shall process Personal Data for any secondary, unrelated or unauthorised purpose. Neither Party shall disclose, transfer, make available or otherwise permit access to any Personal Data to any third party without the prior written consent of the other Party, unless such disclosure is: (a) required for the performance of this Agreement and authorised in writing; or (b) required by law, court order, or regulatory authority (in which case the disclosing Party shall, to the extent legally permissible, notify the other Party prior to such disclosure). Each Party shall implement and maintain reasonable and appropriate technical and organisational security measures to protect Personal Data against unauthorised or unlawful access, use, disclosure, alteration, loss or destruction, including safeguards relating to data access controls, encryption (where appropriate), system security and personnel confidentiality obligations. Where Personal Data is transferred outside the jurisdiction in which it was originally collected, such transfer shall be carried out only in compliance with applicable cross-border data transfer requirements and subject to appropriate safeguards to ensure a standard of protection comparable to that which applies in the originating jurisdiction. Each Party shall comply with all applicable data protection and privacy laws, regulations, guidelines and codes of practice, and any other relevant local or international data protection legislation. Each Party shall promptly notify the other Party in writing upon becoming aware of any actual or suspected unauthorised access, disclosure, loss or breach of Personal Data and shall cooperate in good faith in investigating, managing, and mitigating the effects of such incident and in complying with any applicable regulatory notification obligations. The obligations under this clause shall survive the termination or expiry of this Agreement for so long as either Party retains any Personal Data obtained in connection with this Agreement.
  1. 20. VARIATION OF AGREEMENT
  2. 20.1.No variation or amendment of the Agreement shall be effective, unless agreed upon in writing between Parties and signed by the duly authorised representatives of the Parties.
  1. 21.ENTIRE AGREEMENT
  2. The Agreement and each attached Appendix which is expressly incorporated herein by reference, as amended from time to time in accordance with the foregoing provisions, contains the entire agreement between the Parties, and supersedes all prior arrangements whether written or oral, expressed or implied. No course of prior dealings between the Parties and no usage of trade will be relevant to determine the meaning of the Agreement.
  3. 22. NOTICES AND OTHER COMMUNICATIONS
  4. 22.1.All notices and other communications provided for, in, or effected under, the Agreement shall be in writing and shall be delivered and effective as follows:
  5. 22.1.1.delivered by hand (effective at delivery);
  6. 22.1.2.sent by overnight courier (effective on the business day following the business day on which it is delivered to an internationally recognized courier service); or
  7. 22.1.3.sent by email (effective when delivered to the recipient).
  8. 22.2.Unless otherwise agreed to in writing between the Parties,
  9. 22.2.1.All notices and inquiries addressed to SGI shall be sent to: Address: Herikerbergweg 288 1101 CT Amsterdam The Netherlands Tel: + 31-20-8804218 Email: email address of SGI’s Project Manager (detailed in the clause titled “Project Manager” in the Agreement) with copy to info@sgiaviation.com Attention of: Chief Executive Officer & Legal Counsel
  10. 22.3.All notices and inquiries addressed to Customer shall be sent using the details contained in the Agreement under the clause titled “Notices”.
  1. 23. MISCELLANEOUS
  2. 23.1.Where the Customer is not the legal owner of the asset to which the Services relate, the Customer warrants that it has full legal authority and capacity to enter into the Agreement and to procure the Services in respect of such asset. The Customer shall indemnify and hold SGI harmless against any and all claims, losses, damages or liabilities arising out of or in connection with any lack or alleged lack of such authority or any act exceeding such authority.
  3. 23.2.The natural person signing the Agreement on behalf of the Customer warrants that he/she is duly authorised to do so and to bind the Customer to the terms of the Agreement.
  4. 23.3.The Customer will not, during the term of the Agreement, and for a period of 12 months after the Agreement has been terminated, solicit, canvass or approach any person currently employed or contracted by SGI (“SGI Personnel”), or within 6 months of a termination of contract between SGI and such person employed or contracted by SGI, for the purpose of offering to that person any form of appointment or employment of any kind. In the event that the Customer hires, appointments or employs any SGI Personnel for any reason whatsoever during the term of the Agreement and for a period of 24 months after the Agreement has terminated, or within 24 months of a termination of contract between SGI and such person employed or contracted by SGI for any reason whatsoever, SGI shall immediately invoice to the Customer an amount of EUR 50.000- as a recruitment fee for the additional benefit obtained by the Customer (irrespective of whether or not the Customer solicited, canvassed or approached such person directly) which amount the Customer shall pay to SGI within 14 days of the date of such invoice.
  5. 23.4. SGI personnel performing Services on-site for the Customer for a consecutive period of 6 weeks, shall be rotated at the expense of the Customer. Such rotation shall not unreasonably affect the performance of the Services.
  6. 23.5.SGI shall deal with any potential conflicts of interest on a case-by-case basis in accordance with internal policy. This may include disclosing such conflict of interest to the Customer, seeking Customer consent, using routine Chinese wall procedures or alternative solutions. In the event that a solution to a conflict of interest cannot be established, in the reasonable judgement of SGI, then SGI shall have the right to decline to act, cease performance of Services, and terminate the Agreement with immediate effect, and without liability to the Customer.
  7. 23.6. Any provision herein which in any way contravenes applicable laws or regulations shall be deemed severable to the extent of such contravention, and the legality, validity or enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby. The Parties shall promptly negotiate to restore the Agreement as near as possible to its original intent and economic effect.
  8. 23.7. In the event of any inconsistency or conflict between the provisions of the Agreement and these General Terms and Conditions of Services, the provisions of the Agreement shall prevail.
  9. 23.8. The rule of construction that the Agreement shall be interpreted against the Party responsible for the drafting of the Agreement, shall not apply.
  1. 24.APPLICABLE LAW AND DISPUTES, CLAIMS
  1. The Agreement and any matter arising out of the transactions contemplated hereunder shall be governed by English Law. All disputes between Parties shall be submitted to the competent court in London, United Kingdom.