21.06.2024 nr 2-2/24/602-1

STANDARD GROUND HANDLING AGREEMENT 
SIMPLIFIED PROCEDURE
(DIVERSION AND AD HOC HANDLING ONLY)
Annex B 1.0 - locations, agreed services and charges
to the Standard Ground Handling Agreement (SGHA) of January 2018

between	Estonian Centre for Defence Investments
	having its principal office at:
	Järve 34a
	11314 Tallinn
	ESTONIA
	Estonian Defence Forces
	having its principal office at: 
	Juhkentali 58
	15007 Tallinn
	ESTONIA
	represented under the statutes and authorisation by Magnus-Valdemar Saar, Director General of the Estonian Centre for Defence Investments, hereinafter referred to as “the Carrier”

and 	Tallinn Airport GH AS
	having its principal office at: 
	Tartu mnt 101
	10112 Tallinn
	ESTONIA
	and hereinafter referred to as “the Handling Company”

effective from	21.06.2024
This annex B1.0
for the location:	TLL
is valid from:	21.06.2024
and replaces 	NIL

PREAMBLE

This Annex B is prepared based on the negotiated procedure without prior publication “Handling services at Tallinn Airport” (reference number 280400) and in accordance with the simplified procedure whereby the Parties agree that the terms of the Main Agreement and Annex A of the SGHA of January 2018 as published by the International Air Transport Association shall apply to this Annex B as if such terms were repeated here in full. By signing this Annex B, the Parties confirm that they are familiar with the aforementioned Main Agreement and Annex A.
PARAGRAPH 1.  HANDLING CHARGES 

1.1	For a single ground handling consisting of the arrival and the subsequent departure at agreed timings of the same aircraft, the Handling Company shall provide the following services of Annex A at the following rates. 
1.2	All handling services and fees per turnaround are as stated in valid Tallinn Airport GH Pricelist (Annex 1). The Agreement without purchase order from the Carrier does not oblige the Carrier to purchase services from the Handling Company.
1.3	Handling company has the right to unilaterally change the prices listed in Annex 1 by giving 30 calendar days prior notice to the Carrier. If the Carrier does not agree with the changes done in Annex 1, the Carrier shall have the right to terminate this Annex B by giving 30 calendar days notice to the Handling Company.

PARAGRAPH 2. DISBURSEMENTS

2.1	Any disbursements made by the Handling Company on behalf of the Carrier will be reimbursed by the Carrier at cost price plus an accounting surcharge of 10% service charge. In order to claim such disbursements, the Handling Company shall provide receipts, invoices or any reasonable evidence substantiating such disbursements.

PARAGRAPH 3. SETTLEMENT
3.1	Notwithstanding Sub-Article 7.2 of the Main Agreement, invoices shall be addressed to the Carrier office and settlement of account shall be effected by the Carrier within 30 days of receipt of the invoice.
3.2 	If the Carrier’s Representative disagrees with any item(s) in the invoice submitted by the Handling Company, it may withhold payment only on that item(s) until a resolution is reached. The remaining invoice amount must be paid in line with payment terms of this Paragraph. The Carrier’s Representative must communicate to the Handling Company within 10 calendar days of receipt of the invoice its reasons for withholding payment of any invoice item(s).
3.3 	The Handling Company shall have the right to demand 0.07% interest rate per day on overdue payments and revoke credit facilities.

PARAGRAPH 4. DURATION

4.1   	This Annex B shall become valid from 21.06.2024 and shall remain valid 48 (forty-eight) months commencing from the validity of the Agreement or until the expected maximum value of the Agreement (1 000 000 EUR excl. VAT) has been reached (until the first event occurs).
4.2 	Notwithstanding Sub-Articles 11.4, 11.5, 11.6, 11.11 and 11.12 of the Main Agreement of this Annex B shall remain in force 48 (forty-eight) months commencing from the validity of the Agreement or until the expected maximum value of the Agreement (1 000 000 EUR excl. VAT) has been reached (until the first event occurs) (“Initial term”). 
4.3	During the initial term described in Sub-Paragraph 4.2 the rates agreed for the Services stipulated in Paragraph 1 will be fixed in the Agreement for a minimum 12 months starting from the effective date 21.06.2024 and remain unchanged and shall be the subject to annual increase after 12 months have passed, based on the Estonian CPI change (previous 12 months), on every anniversary date of this Annex B.

PARAGRAPH 5. LIMIT OF LIABILITY

5.1 	The Handling Company’s liability referred to in Sub-Article 8.5 of the Main Agreement shall be limited to an amount not exceeding the level of deductible under the Carrier’s Hull Risk Policy and which shall not, in any event, exceed the limits as follows:

Aircraft Type (ICAO Annex 14) 	Limit (per incident)	
Group A 	USD 100,000	
Group B, turboprop	USD 250,000	
Group B, jet	USD 500,000	
Group C	USD 750,000	
Group D	USD 1,000,000	

PARAGRAPH 6. STANDARD OF WORK
6.1 	The Handling Company will carry out all agreed services in accordance with the Carrier’s operating instructions and manuals. However, new procedures and service amendments must be duly notified to Handling Company, and must be mutually agreed between Handling Company and Carrier before implementation. Nevertheless, the Handling Company may not unreasonably withhold its approval. Related extra costs to the Handling Company will be paid by the Carrier as per AS Tallinn Airport GH pricelist.

PARAGRAPH 7. NOTIFICATION
7.1 	In accordance with Sub-Article 11.3 of the Main Agreement, any notice or communication to be given hereunder shall be addressed to the respective parties as follows:

To the Carrier:	Estonian Centre for Defence Investments
Järve 34a
11314 Tallinn	
	Telephone: +372 5388 3440	
	E-mail: kristo.raud@rkik.ee	
	Attn: Kristo Raud	
	Estonian Defence Forces
Juhkentali 58
15007 Tallinn	
	Telephone: +372 5884 6309	
	E-mail: alex.luik@mil.ee, est.nmcc@mil.ee	
	Attn: Alex Luik	

To the Handling Company:	Tallinn Airport GH AS	
	Tartu mnt 101	
	10112 Tallinn, Estonia	
	Telephone: +372 605 8113	
	Fax: +372 605 8319	
	E-mail: gh@tll.aero
E-mail: lauri.loo@tll.aero	
	Attn: Lauri Lõo	

PARAGRAPH 8. GOVERNING LAW

8.1	This Agreement shall be governed by and interpreted in accordance with the laws of the Republic of Estonia.
8.2	ln accordance with Article 9 of the Main Agreement, any disputes or claims concerning the scope, meaning, construction or effect of this Agreement or arising there from shall be referred to and finally settled by the Harju County Court.

PARAGRAPH 9. DATA PROTECTION

9.1	The Controller (the Carrier) and the Processor (the Handling Company) shall carry out processing of personal data in fully compliance to the applicable law. The purpose and the legal basis of the data processing is to ensure the execution of this Annex B (including any amendments hereto) and implementation of the lawfully granted powers to the Processor (identification of the individuals, security control and other activities) pursuant to the legitimate lnterests of the controller and the Processor.

9.2	The processor processes the personal data only on documented instructions from the controller, including with regard to transfers of personal data to a third country or an international organisation, unless required to do so by European Union or Member State law to which the processor is subject; in such a case, the processor shall inform the controller of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest.

9.3	Where the processor engages another processor for carrying out specific processing activities on behalf of the Controller, the same data protection obligations as set out in this Annex B shall be imposed on that other processor. Where that other processor fails to fulfil its data protection obligations, the processor shall remain fully liable to the controller for the performance of that other processor's obligations.

9.4	Both Parties shall guarantee that relevant technical and organizational measures will be taken for the protection of the data subjects' rights. As far as reasonably possible, the processor shall help the Controller with relevant technical and organizational measures to ensure that the Controller is able to fulfil its obligations related to the exercising of the rights of ther data subjects.

9.5	Both Parties shall undertake to ensure that its employees who are granted the power to process the data have undertaken to observe the confidentiality.

9.6	The Processor shall immediately inform the Controller if, in its opinion, an instruction or action infringes this Regulation or other European Union or Member State data protection provisions.

PARAGRAPH 10. CONFIDENTIALITY

10.1 	The parties to this Agreement agree that each shall treat as confidential all information provided by other party. All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available or which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Digitally signed in Tallinn 		Digitally signed in Tallinn 
(date in digital container)				(date in digital container)			

for and on behalf of					for and on behalf of

Tallinn Airport GH AS 	Estonian Centre for Defence Investments
							Estonian Defence Forces
			
Phone: +372 605 8113				Phone: +372 5388 3440, +372 5884 6309
Telefax: +372 605 8319		
SITA: TLLGH8X	Estonian Defence Forces
Reg: 11206785					Reg: 70008641
VAT reg: EE101017374                                     VAT reg: EE101272342
IBAN: EE592200221030028734			IBAN: EE891010220034796011
SWIFT/ BIC code: HABAEE2X			SWIFT/ BIC code: EEUHEE2X
……………………………………………				……………………………………………….. 

Indrek Nõlvak		Magnus-Valdemar Saar
Chairman of Management Board                        Director General