It is agreed as follows:
1. Definitions
1.1. In this Agreement, unless the context expressly provides otherwise, the following definitions shall apply:
| “Airport Agent” | means the person from DiamondAir or its subcontractor meeting the passenger at the airport; |
| “Booking” | means a request for Services which has been accepted and confirmed by DiamondAir; |
| “Confidential Information” | means the terms of this Agreement and all commercial or proprietary information of a confidential nature disclosed (whether in writing, verbally or by any other means and whether directly or indirectly) by a Party to the other Party including information relating to such Party’s know-how, trade secrets and business affairs, whether disclosed before or after the date of this Agreement; |
| “Charges” | means the price which the Client shall pay to DiamondAir for the Services as described in Schedule A (or as notified to the Client or the passenger as set out in these Terms and Conditions; |
| ”DP Law” | means (while they are in force) (i) the Data Protection Act 2018, (ii) the EU General Data Protection Regulation (“GDPR”) and (iii) any successor legislation to the Data Protection Act or the GDPR, and any other laws and regulations from time to time applicable relating to the processing of personal data and privacy (including the Privacy and Electronic Communications (EC Directive) Regulations 2003 (as such Regulations may be amended or replaced from time to time) in respect of the Services; |
| “Force Majeure Event” | means any event beyond the reasonable control of a Party (including but not limited to) acts of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction or any overriding emergency procedures of government or other competent authority, fire, flood, storm, or drought but excluding always breach of contract by subcontractors of the Supplier, and labour disputes; |
| “Intellectual Property Rights” | means all patent, copyright, registered design, design right, trade mark or any other intellectual property right; |
| “Services” | means the services to be performed or provided by DiamondAir under this Agreement as described in Schedule A, or the additional services requested by the Client or the passenger for the Booking. |
| “Ancillary services” | Those are services provided in addition to the core Meet & Assist service. e.g. Baggage Porter, Electric Buggy, Car service. |
1.2. In this Agreement, a reference to a person includes a reference to a body corporate, unincorporated association, incorporated association, that person’s legal representatives, partnership, successors and permitted assigns, government authority and competent authority.
1.3. A reference to a statute, regulation, or other document of authority must be construed as a reference to a statute, regulation, or document of authority, as the case requires, in effect on the date on which the Agreement is made and which may be updated from time to time.
1.4. Words in the singular number include the plural and vice versa.
1.5. Words importing a gender include every other gender.
1.6. The words and phrases “other”, “including” and “in particular” shall not limit the generality of any preceding words or be construed as being limited to the same class as any preceding words where a wider construction is possible.
1.7. Headings to the clauses and sub-clauses in this Agreement are for reference purposes only and shall not affect their interpretation.
2. Airport Agents
2.1. Airport Agents assigned to perform any part of the Services shall observe and comply with all relevant security procedures, rules, regulations, policies, regulatory obligations as applicable.
2.2. DiamondAir shall ensure that appropriate background reference checks are completed for Airport Agents. Airport Agents shall have the necessary skill and shall have acquired the necessary orientation, training and background checks to professionally carry out the Services.
3. Rates and Charges
3.1. In consideration of DiamondAir providing the Services, the Client agrees to pay to DiamondAir the Charges. For the avoidance of doubt, the Client agrees to pay for any additional services, modifications and cancellation of the Services requested by the passenger prior to or during the Booking.
3.2. In addition to the Charges payable under Clause 3.1, there will be additional charges for public holidays and late booking. These charges vary by destination and are notified to the Client from time to time.
3.3. DiamondAir reserves the right to increase its rates and/or charges at any time. You will be given at least seven (7) days advanced notice of any increases.
3.4. DiamondAir will charge a booking fee to process all bookings.
3.5. All charges shall be invoiced and are payable in accordance with clause 10
4. Warranties
4.1. DiamondAir represents and warrants as follows;
4.1.1. DiamondAir has the requisite and corporate power and authority to enter into this Agreement.
4.1.2. DiamondAir will provide and complete the Services diligently, in a competent and professional manner, using an adequate number of qualified personnel and in accordance with all other requirements and timeframes set out in this Agreement.
4.1.3. DiamondAir is an independent contractor and, as between the Parties, Airport Agents are the responsibility of DiamondAir. No Airport Agent is entitled personally to any compensation from the Client and no payment of any Charges should be made to an Airport Agent.
4.1.4. To the extent the performance of its obligations entails, the access to, or use of, Client’s personal data by DiamondAir will comply with DP Law.
5. Requests for Bookings
5.1. Requests for bookings will be accepted by DiamondAir via its online booking portal at:
http://diamondairinternational.com/account-login/ (pre-registered clients only) or by contacting the Reservation Team on reservations@diamondairinternational.com / 0208 897 9183.
5.2. Bookings can be requested up to eleven (11) months ahead of the Services taking place. However, prices can only be guaranteed upon confirmation of the Booking.
5.3. The Client should provide all the relevant passenger details required for booking, including destination, flight number, service required and contact details.
5.4. Bookings will be confirmed by DiamondAir either automatically by DiamondAir’s booking portal or via email and with a booking reference, within 48 hours of receipt of the booking request, unless the booking is an emergency booking. Where the service is to take place in less than 48 hours, a booking confirmation will (if the booking is accepted) be provided as soon as is reasonably possible for the required destination.
5.5. The Client shall procure that each passenger using the Service is aware of and accepts DiamondAir’s Terms and Conditions, available here: http://diamondairinternational.com/terms-and-conditions1/
5.6. DiamondAir may subcontract the provision of all or part of the Services to third parties. DiamondAir shall remain responsible for the provision of the Services.
6. Cancellation or Modification of Bookings
6.1 – DiamondAir shall accept the instructions of the passenger in respect of a cancellation or modification of any Services. However, cancellation and modification of Services may incur charges. These charges vary in value and subject to conditions as set out below.
a. Bookings cancelled within 48 hours full cancellation charges apply.
b. Late amendments (within 48hrs) are subject to availability and fees.
c. Bookings before 48hrs can be cancelled free of charge unless otherwise stated.
d. ‘Ancillary services’ attract the same Terms and Conditions as core Service.
6.2. For Departure services only, where the flight delay or disruption was not announced prior to the passenger(s) arriving at the airport, DiamondAir’s Airport Agents shall remain on duty for a maximum of three (3) hours to assist with departure service, unless additional assistance is requested and DiamondAir agrees to provide this.
6.3. A Booking will relate to only one departure, one arrival or one transit, in each case whether there is one passenger or a group of passengers. Each Booking shall be considered a separate booking and shall be treated as such for no-shows and cancellation purposes.
6.4. Where a passenger fails to show for a meet that has not been cancelled in accordance with this Agreement, the full charges shall be payable.
7. Customer Service & Complaint Handling
7.1. If you are not satisfied with the Service that has been delivered, please tell us and this will be investigated.
8. Suspension or Modification of a Service
8.1. Should conditions at a given airport change and Services be varied or restricted from the Services outlined in heading 6, DiamondAir shall inform the Client either at the time of booking or at confirmation, or if the Booking has been confirmed, within a reasonable time of the suspension or modification being communicated to DiamondAir.
9. Quality of Service
9.1. Airport Agents shall be dressed in uniform, displaying the name or identification of DiamondAir or its subcontractor.
9.2. Airport Agents will hold an electronic or physical sign with the lead passenger’s name clearly visible.
9.3. Courtesy and confidentiality will always be displayed to passengers.
10. Invoicing, Payment and Taxes
10.1. DiamondAir shall invoice the Client once the Services have taken place for the full charges arising from the provision of Services, including any additional services requested by the passenger during the Services. The Client shall be liable to pay such charges in full, irrespective of whether it has sought or obtained repayment for all or any part of the charges from the passenger.
10.2. All invoices shall bear the booking reference numbers as provided by DiamondAir on the booking confirmation email and any subsequent emails amending the service.
10.3. All amounts payable by Client under the Agreement are exclusive of Value Added Tax (VAT) (or similar taxes in any other jurisdiction) from time to time. Taxes (including VAT) due are determined by tax authorities in the relevant jurisdictions (including HMRC in the UK). Where taxes fall due these shall be added to the Client’s invoice. Where any taxable supply for VAT purposes is made under the contract by DiamondAir to the Client, the Client shall (on receipt of a valid VAT invoice) pay to DiamondAir such VAT as is chargeable on the supply of services.
10.4. Payment is due no more than thirty (30) days from the date of the invoice.
10.5. Any statements sent are for record-keeping purposes only.
10.6. All invoice queries should be sent to Credit Control at credit.control@diamondairinternational.com within five (5) working days of the date of the invoice and will be acknowledged within twenty-four (24) hours (where possible) and investigated accordingly.
10.7. The Parties agree that the provisions of the Late Payment of Commercial Debts (Interest) Act 1998 shall apply to this Agreement.
10.8. Invoices shall be paid by the Client to DiamondAir in the same currency as stated in the invoice and by bank transfer unless otherwise agreed.
11. Invoicing for Commission and Payment in Advance
11.1. Where the Client is entitled to a commission on bookings made, the agreed commission will be calculated on the core meet and assist service only and not on additional services.
11.2. The Client shall invoice DiamondAir, for its claim for commission, no later than 5pm on the 4th of the following month.
11.3. Commission invoices for the preceding month, arriving later than 5pm will be paid on the next payment cycle.
11.4. All commission invoices must be addressed to DiamondAir International Limited and clearly state;
11.4.1. The company’s full trading name and address,
11.4.2. The company’s registration and/or VAT number (if applicable),
11.4.3. The booking reference numbers as provided by DiamondAir on the confirmation email and any subsequent emails amending the service.
11.4.4. The date of invoice and
11.4.5. Your invoice number.
11.5. Invoices should be sent as soon as possible as invoices for services that took place more than six (6) months ago will not be honoured.
11.6. All invoices shall be sent via e-mail to: accounts@diamondairinternational.com.
11.7. Any queries shall be raised by DiamondAir within fine (5) working days and shall be acknowledged within twenty-four (24) hours and investigated accordingly.
11.8. Once approved, DiamondAir shall pay the commission invoice no later than forty-five (45) working days from the date of the commission invoice, provided any queries have been rectified.
11.9. DiamondAir may set off any sums due to the Client whether under this contract or otherwise any lawful set off or counterclaim
11.10. Settlement of invoices by DiamondAir to the Client shall be affected by bank transfer unless otherwise agreed.
11.11. Where the Client pays a volume-based retainer payment in advance, all payments should be made within thirty (30) days of the date on the pro-forma invoice and at least five (5) before the first Services are booked.
11.12. Payment in advance arrangements will be agreed for a specific time that will be specified in writing between the Parties. Any unutilized/outstanding amounts remaining to the Client’s credit at the end of the agreed and specified period of time will not be refunded or rolled over without both Parties prior written agreement.
12. Duration and Termination
12.1. Either party may terminate this Agreement immediately upon thirty (30) days written notice to the other party for any reason. Any Bookings made for the provision of Services after the date of termination may, at the request of the party terminating the Agreement, either be cancelled or continue to be provided. If provided, the terms of this Agreement shall continue to apply to such Services, including in respect of payment.
12.2. The rights and remedies provided for in this section are not exclusive and are in addition to any other rights and remedies provided by law or this Agreement.
12.3. Upon termination or expiration of this Agreement:
12.3.1. Each Party shall immediately stop using any Materials or other content provided by the other Party;
12.3.2. Both Parties shall immediately remove any of the other Party’s trademarks or intellectual property from any creative produced and cease any use of all Party’s marks;
12.3.3. Each party shall bear their own costs upon termination of this Agreement.
13. Intellectual Property
13.1. Subject to the terms and conditions set forth in this Agreement, each party shall grant to the other a worldwide, royalty-free, non-exclusive license, during the Term, to use, reproduce, publicly display, perform, broadcast, publish and distribute the name, trademarks, logos, artwork and other content (collectively, “Materials”) furnished by the other party to use relating to the promotion of the Services.
13.2. Neither party may publicly display, perform, broadcast, publish or distribute the Materials of the other party (or any works containing or derivative of the Materials of the other party) without first obtaining prior written approval from the other. Each party will use best efforts to reply to any such request within three (3) business days, but failure to respond within such period shall not be deemed as approval. Each party shall comply with any branding or trademark guidelines provided by the other in any use of licensed Materials.
14. Force Majeure
14.1. Subject to clause 14.2, neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from a Force Majeure Event. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed, provided that if the period of delay or non-performance continues for more than 28 days, the Party not affected may terminate this Agreement by giving thirty (30) days’ written notice to the Party that is affected.
14.2. If a Force Majeure Event occurs, the Party that is affected shall use all reasonable endeavours to mitigate the effect of the Force Majeure Event and to carry out its obligations under this Agreement in any way that is reasonably practicable.
15. Data Protection
15.1. Both Parties shall observe and comply with all applicable DP Law and the terms and conditions set out in Appendix I.
16. Limitation of Liability and Indemnity
16.1 The Client hereby indemnifies Diamond Air in respect of all and any liabilities (including losses, costs, damages, claims and expenses) relating to VAT (or similar taxes) due in respect of the Services provided under this Agreement, whichever jurisdiction such taxes may arise in.
16.2 Nothing in this Agreement shall exclude or limit either Party’s liability for death or personal injury arising as a result of its negligence or fraud or for any liability that cannot be excluded by applicable law.
16.3 Subject to clause 16.2, DiamondAir shall under no circumstances whatsoever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Agreement.
16.4 Subject to clauses 16.1 and 16.2 neither Party’s aggregate total liability to the other Party in respect of all other losses arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall exceed 150% of the total Charges payable to DiamondAir under this Agreement or £2,000 whichever is the greater.
17. Confidentiality and Announcements
17.1. Each Party undertakes that it shall not at any time during this Agreement and for a period of five years after termination or expiry disclose to any person the terms of this Agreement and any Confidential Information, except as permitted by clause 17.2.
17.2. Each Party may disclose the other Party’s Confidential Information:
17.2.1. to its employees, agents or suppliers for the purposes of carrying out the Party’s obligations under this Agreement. Each Party shall ensure that the recipients of Confidential Information are made aware of and comply with the obligations of confidentiality under this Agreement as if they were a party to this Agreement; and
17.2.2. as may be required by law, court order or any governmental or regulatory authority.
17.3. A Party shall not use the other Party’s Confidential Information for any purpose other than to perform its obligations under this Agreement.
17.4. A Party shall not make public or disclose to any person information concerning the existence of, the transactions referred to in or the nature or subject matter of this Agreement (other than to the extent required by law), without the prior written consent of the other Party which consent shall not be withheld unreasonably.
18. Anti-Bribery
18.1. The Client acknowledges and agrees that DiamondAir will not tolerate bribery in any form in the conduct of its business.
18.1.1. The Client shall comply with all provisions of the Bribery Act 2010 (including any related regulations or guidance) and DiamondAir’s anti-bribery policies as provided by DiamondAir’s to the Client from time to time, as updated by DiamondAir; and
18.1.2. The Client shall impose on any person associated with the Client who is working in connection with this Agreement terms equivalent to those in this clause 18 and be responsible for the compliance by such persons with such terms and be directly liable to DiamondAir for any breach by such persons of such terms.
18.1.3. A breach by the Client of this shall be deemed a material breach of this Agreement.
19. Entire Agreement
19.1. This Agreement represents the entire Agreement between the Parties and supersedes all prior representations, contracts, statements and understandings, whether oral or in writing, relating to the subject matter of this Agreement.
19.2. The Client acknowledges that it has entered into this Agreement in reliance only on the representations, warranties, promises and terms contained in this Agreement and, save as expressly set out in this Agreement, Diamond Air shall have no liability in respect of any other representation, warranty or promise made prior to the date of this Agreement unless it was made fraudulently.
20. Severability
20.1. Notwithstanding that the whole or any part of any provision of this Agreement may prove to be illegal or unenforceable, the other provisions of this Agreement and/or the remainder of the provision in question shall remain in full force and effect.
21. General
21.1. No purported variation of this Agreement shall be valid unless it is in writing (which for this purpose does not include email) and signed by the Parties.
21.2. Unless expressly provided in this Agreement, a person who is not a party to this Agreement shall not have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
21.3. Nothing in this Agreement shall be deemed to create or constitute a partnership, agency relationship, or joint venture between the Parties. Neither Party shall act or describe itself as the representative of the other (except where expressly authorised), nor shall it make or represent that it has authority to make any commitments on the other’s behalf.
21.4. This Agreement may be executed in more than one counterpart with the same effect as if the Parties to this Agreement had all executed one document.
22. Notification
22.1. Any notice required by either party under this Agreement shall be deemed properly given if addressed to the contact and address as set out in page 1 of this Agreement.
23. Governing Law and Dispute Resolution
23.1. This Agreement and other non-contractual obligations shall be governed by, and be construed in accordance with, English law and the parties agree that the English courts shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.
For the purposes of this Appendix, the client is the Data Controller and DiamondAir is the Data Processor.
In this Appendix, the following words have the following meanings:
Data Breach means any unauthorised loss, corruption, damage, destruction, alteration, disclosure or access to any Personal Data, any unauthorised or unlawful Processing of Personal Data or any breach of the DP Law;
Data Controller, Data Subject, Personal Data have the meanings given under applicable DP Law;
DP Law means (while they are in force) (i) the Data Protection Act 2018, (ii) the EU General Data Protection Regulation (“GDPR”) and (iii) any other laws from time to time applicable in the UK relating to the processing of personal data and privacy.
Process means any operation or set of operations performed upon Personal Data, whether or not by automatic means, including collection, recording, organisation, storage, adaption or alternation, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction (and Processed, Processes and Processing shall be construed accordingly); and
1. Data Controller
1.1 The parties acknowledge that the Client is the Data Controller and DiamondAir is the Data Processor of any Personal Data Processed in the course of DiamondAir providing the Services under this Agreement.
1.2 The Client warrants and represents that it has all necessary and appropriate consents for DiamondAir to Process Personal Data of passengers for the purposes of providing the Services and will provide such consents to DiamondAir on request.
2. Security, technical & organisational measures
2.1 DiamondAir shall, having regard to the state of technical development, ensure that all necessary and desirable technical and organisational measures are in place in relation to the Processing of Personal Data under this Agreement which shall as a minimum include the following measures:
(a) preventing unauthorised persons from gaining access to data processing systems with which Personal Data is Processed or used;
(b) preventing DiamondAir’s systems from being used without authorisation;
(c) ensuring that persons entitled to use a data processing system have access only to the Personal Data to which they have a right of access, and that Personal Data cannot be read, copied, modified or removed without authorisation during Processing (including electronic transmission and storage);
(d) ensuring that it is possible to check and establish whether and by whom Personal Data has been input into data processing systems, modified or removed; and
(e) ensuring a level of security appropriate to the harm that might result from such unauthorised or unlawful Processing or accidental loss, destruction or damage and the nature of the Personal Data to be protected.
2.2 DiamondAir agrees and warrants that the security measures referred to in this paragraph 2 are appropriate to protect Personal Data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the Processing involves the transmission of data over a network, and against all other unlawful forms of Processing, and that these measures ensure a level of security appropriate to the risks presented by the Processing and the nature of the Personal Data to be protected having regard to the state of the art.
3. DiamondAir obligations
3.1 DiamondAir shall:
(a) not do or omit to do anything which causes the Client to breach any DP Law or contravene the terms of any registration, notification or authorisation under any DP Law;
(b) assist the Client to comply with any obligations imposed on it by the DP Law;
(c) when Processing such Personal Data, only act on the express instructions of the Client;
(d) Process the Personal Data obtained as a result of this Agreement only to the extent, and in such a manner as is necessary for DiamondAir to perform the Services and shall not use the Personal Data for any other purpose;
(e) keep a record of all categories of Processing DiamondAir undertakes under this Agreement and a record of any Data Breach, and provide a copy of such record(s) to the Client for inspection on reasonable notice;
(f) at the request of the Client, or any relevant regulator, promptly make available to the Client and/ or any relevant regulator all information necessary to demonstrate compliance with the DP Law;
(g) comply with any lawful request of the Client requiring DiamondAir to amend, transfer or securely delete the Personal Data;
(h) treat all Personal Data as the Client’s Confidential Information for the purposes of this Agreement;
(i) promptly inform the Client if any Personal Data is lost or destroyed or becomes damaged, corrupted, or unusable, and, where practicable, restore such Personal Data at DiamondAir’s expense;
(j) comply with all necessary security to protect against the unauthorised or unlawful access, use, modification or other misuse of Personal Data and against the loss or destruction of, or damage to, Personal Data, and otherwise keep it secure;
(k) keep the Personal Data separate from any data DiamondAir Processes on behalf of any other third party (including business continuity measures and processes for regularly testing, assessing and evaluating the effectiveness of such security measures);
(l) consider all suggestions made by the Client to ensure that the level of protection provided for Personal Data is in accordance with this Agreement;
(m) except as required to provide the Services, not disclose Personal Data without the Client’s written consent;
(n) make all reasonable efforts to ensure that the Personal Data is accurate and up-to-date at all times;
(o) at the Client’s request, provide a copy of all Personal Data held by DiamondAir in/on a reasonably agreed format and media; and
(p) not keep Personal Data for longer than is necessary for the performance of this Agreement to comply with the principle of data minimalisation.
3.2 In the event that DiamondAir believes that instructions from the Client conflict with the requirements of DP Law DiamondAir shall inform the Client as soon as practicable.
3.3 If DiamondAir receives any complaint, notice or communication which relates directly or indirectly to DiamondAir’s Processing of the Personal Data or to either party’s compliance with DP Law, DiamondAir shall immediately notify the Client and shall provide the Client with full co-operation and assistance in relation to any such complaint, notice or communication.
3.4 On expiry or termination of this Agreement, DiamondAir shall immediately cease to use, and shall, unless otherwise required by DP Law, return or destroy at the Client’s option, any Personal Data obtained by DiamondAir in connection with, or arising in relation to, this Agreement and provide the Client with confirmation in writing that DiamondAir has done so.
4. Staff
4.1 DiamondAir shall ensure that access to the Personal Data is limited to DiamondAir staff who need access to the Personal Data to meet DiamondAir’s obligations under this Agreement.
4.2 DiamondAir shall ensure that such staff are limited to accessing only such part or parts of the Personal Data as they strictly need to access in order to perform their duties and to provide the Services.
4.3 DiamondAir shall ensure that all of its staff who are likely to, or do, access Personal Data:
(a) have committed themselves to confidentiality or are under an obligation of confidentiality;
(b) are informed of the confidential nature of the Personal Data;
(c) have undertaken training in the laws relating to handing Personal Data; and
(d) are aware of both DiamondAir’s and their personal duties and obligations under such laws and this Agreement.
5. Rights of the Data Subject and ICO Correspondence
5.1 DiamondAir shall comply with DP Law and without prejudice to the generality of the foregoing shall:
(a) provide the Client with full co-operation and assistance in relation to any requests made by Data Subjects exercising their rights under DP Law (each a “Data Subject Request”) or communicating with the Information Commissioner’s Office (“ICO”) in relation to the Processing of Personal Data (“ICO Correspondence”);
(b) promptly, and in any event within 48 hours of receipt of any request or correspondence, inform the Client about the receipt of any Data Subject Requests or ICO Correspondence; and
(c) not disclose any Personal Data in response to any Data Subject Request or ICO Correspondence, or respond in any way to such a request without the Client’s prior written consent.
5.2 DiamondAir will (and ensure that its staff will) promptly, but in all cases within 48 hours, notify the Client, if DiamondAir (or DiamondAir’s staff as the case may be):
(a) becomes aware that a disclosure of Personal Data may be required under DP Law; or
(b) receives a complaint relating to the Client’s obligations under DP Law or a request from an individual to access their Personal Data or to cease or not begin Processing, or to rectify, block, erase or destroy Personal Data and/ or to ensure that the Personal Data is deleted or corrected if it is incorrect (or, if the Client does not agree that it is incorrect, to have recorded the fact that the relevant person considers the Personal Data to be incorrect).
5.3 DiamondAir will co-operate with the Client (at the Client’s cost) in promptly investigating and dealing with any complaint or request under this paragraph 5 in order to ensure that the relevant individual’s rights under DP Laws are satisfied, including providing The Client with a description of any Personal Data DiamondAir holds in relation to the relevant Data Subject.
6. Transfers of Personal Data outside of the EEA
6.1 DiamondAir shall not Process or transfer any Personal Data outside the European Economic Area (“EEA”) without the prior written consent of the Client. Such consent shall be subject to:
(i) DiamondAir’s confirmation in writing of:
(A) the Personal Data which will be transferred to and/ or Processed outside of the EEA;
(B) any sub-processors or other third parties who will be Processing and/ or receiving Personal Data outside of the EEA;
(C) how DiamondAir will ensure an adequate level of protection and adequate safeguards in respect of the Personal Data that will be Processed in and/ or transferred outside of the EEA so as to ensure the Client’s compliance with DP Law;
(ii) DiamondAir’s compliance with such other instructions and carrying out of such other actions as the Client may notify DiamondAir in writing, including:
(A) incorporating standard and/ or model contract clauses (which are approved by the European Commission as offering adequate safeguards under DP Law) (“Model Contract Clauses”) into this Agreement or a separate data processing agreement between the parties;
(B) procuring that any sub-processor or other third party who will be Processing and/ or receiving or accessing the Personal Data outside of the EEA enters into a data processing agreement:
1) with DiamondAir on the terms which are equivalent to those agreed between it and the Client relating to the relevant Personal Data transfer;
2) which DiamondAir acknowledges may include the incorporation of Model Contract Clauses and technical and organisational measures which the Client deems necessary for the purpose of protecting Personal Data;
(C) such other conditions as the parties may agree.
7. Data Breaches
7.1 In the case of a Data Breach, or any action that causes or could reasonably be deemed to cause a Data Breach, DiamondAir shall:
(a) notify the Client as soon as practical (ideally within 48 hours of discovery);
(b) promptly provide sufficient information (including a detailed description of the nature of the Data Breach and the identity of the affected person(s)), co-operation, support and analysis to the Client to (i) assist the Client with meeting its notification and breach reporting obligations to regulators within the required time limits; and (ii) so far as practicable, investigate, remediate, and mitigate the effects of any Data Breach; and
(c) comply with DiamondAir’s own notification obligations to individuals or regulatory authorities (if any).
8. Audits
8.1 DiamondAir shall, during this Agreement:
(a) promptly complete and return to the Client on request from time to time any questionnaire designed to evaluate DiamondAir’s compliance with DiamondAir’s obligations in respect of Personal Data;
(b) allow the Client (or such third party agent as the Client may nominate, provided it gives DiamondAir an acceptable undertaking regarding confidentiality) access, on reasonable written notice, to DiamondAir’s premises to inspect and audit all relevant policies and processing records held by DiamondAir in respect of DiamondAir’s activities pursuant to this Agreement, for the purposes of reviewing compliance with this Appendix; and
(c) provide all reasonable assistance to the Client (at the Client’s cost) in complying with any direction, requirement or request made by any regulator to do or not to do any act, or to provide any information in respect of any obligation of DiamondAir under this Appendix.
9. Appointment of sub-processors
9.1 DiamondAir shall not transfer or sub-contract any Processing of Personal Data to any third party without the prior written consent of the Client. Any such consent granted by the Client may be subject to such conditions as the Client deems appropriate, including DiamondAir:
(a) having provided the Client with full details of the sub-processor (including the results of the due diligence undertaken) before its appointment and having procured the Client’s prior written consent to such appointment;
(b) having undertaken appropriate due diligence on the proposed sub-processor, including a risk assessment of the information governance related practices and processes of the sub-processor, and DiamondAir having paid due regard to the results of that diligence in reaching DiamondAir’s decision to appoint the proposed sub-processor; and
(c) DiamondAir ensuring that each relevant Sub-contractor is obliged by written agreement to comply with obligations identical to those set out in this Appendix.
10. Miscellaneous
10.1 Save where expressly provided otherwise in this Appendix, each party shall bear its own costs of complying with DP Law.
10.2 The provisions of this Appendix shall survive the termination of this Agreement.
At the initiative of either party, this Appendix shall be amended to the extent strictly necessary to comply with DP Law from time to time applicable in the UK or the require
