Subcontractor Terms

01Scope and priority

1.1These Subcontractor Terms (the Terms) govern all construction, trade, installation, repair, maintenance, and related services performed for the contracting Addvista Company under clause 2 (Addvista, we, us) by the firm or sole provider that accepts a Work Order (the Subcontractor, you).

1.2Your standard terms do not apply, even if we do not object to them or accept your performance. A term of yours binds us only if a person authorized to bind the contracting Addvista Company signs it.

1.3No work starts without a Work Order. A framework agreement does not oblige us to order work, and we may engage others for the same trade.

1.4Part A applies to every Subcontractor, Part B to firms with personnel, Part C to sole providers without personnel, Part D to recording, and Part E to compliance in your chain.

1.5Precedence is: mandatory law; the Work Order and any Change Order; the Regional Terms for your region; these Terms; the Client Contract extracts under clause 20.3; then other documents the Work Order lists. A Work Order cannot lower the document requirements, insurance floors, the recording grant, or the Part E duties. On a conflict with a Client Contract extract, the stricter rule governs.

1.6The Regional Terms for the region named in your Work Order or account (currently Europe, at www.addvista.com/terms/europe/, and the United States, at www.addvista.com/terms/us/) form part of these Terms. For that region they prevail over these Terms. The Work Order may name a regional Addvista Company or a regional representative; otherwise your contracting party is Addvista Inc. If the order names no region, or a region for which no Regional Terms exist, the Regional Terms — United States apply, except where mandatory law requires otherwise.

02The contracting Addvista Company

2.1Addvista Inc. is a Delaware corporation with its registered office at 8 The Green, Ste R, Dover, DE 19901, USA. Addvista Inc. and its subsidiaries and affiliated companies are each an Addvista Company.

2.2Your contracting party is the Addvista Company named in the Work Order, framework agreement, or engagement confirmation, for example Addvista Inc. or a subsidiary in your country. If none is named, it is Addvista Inc. The confirmation names the entity, its address, and its registration details before the contract is concluded.

2.3If a third-party provider is named as the Client's contractor, that provider is the Client's contracting party for the service, and these Terms still govern your engagement.

2.4An Addvista Company may perform through, and assign the contract to, another Addvista Company or a successor in a merger, sale, or reorganization. Rights you grant extend to all Addvista Companies. You may assign or subcontract only under clauses 10.4 and 20.

03Definitions and interpretation

3.1In these Terms:

Acceptance is our formal acceptance of the Works, or of a separable part, under clause 16. It is not the Client's acceptance.

Business Day is a day other than Saturday, Sunday, or a public holiday at the Site.

Change Order is a text-form instruction under clause 7 changing scope, price, or time.

Client is the customer for whom the Project is undertaken or arranged. Client Contract is our contract with the Client, or with the contractor above us, for the Project.

Data Fee is the license fee in the Work Order for Recordings, payable to the Subcontractor.

Defect is a failure of the Works to meet the contract or applicable codes, including a defect in title.

Final Account is the verifiable final invoice for a Work Order.

Indemnitees are the Addvista Companies, their directors, officers, and employees, the Client, and any other person the Client Contract requires us to protect.

Project is the overall work at the Site of which the Works form part.

Recording is video, audio where enabled, sensor data, and metadata captured with an approved device through the Addvista app.

Site is where the Works are performed, including access and storage areas.

Subcontractor Personnel are your employees, working directors, hired and agency workers, and helpers on the Works.

Sub-subcontractor is anyone you engage to perform part of the Works, other than your employees and delivery-only suppliers.

Verified Clip is a Recording, or a segment, that we have accepted under our recording rules and technical checks.

Work Order is the order, call-off, or booking that states scope, price, dates, Site, and the contracting Addvista Company.

Works are the results and services you must deliver, including documents, tests, and as-built records.

3.2Including means including without limitation. Text form is a readable statement on a durable medium naming the sender, including email and in-app confirmation. Written form is the form the law requires where it requires one.

3.3Each clause applies to the extent the law governing the Works under clause 26 allows. Mandatory law remains unaffected.

04Onboarding and prequalification

4.1Before anyone enters the Site, and before the first payment, you deliver the Annex 1 documents that apply, current and readable. No one may enter the Site who is not on your staff list under clause 31.1 or who lacks a required license, work authorization, or posting document.

4.2You keep all documents valid during the Works and, for insurance and licenses, through the defect period, and you tell us within 5 Business Days of any cancellation, suspension, or refusal.

4.3If a document is missing or lapses, we may refuse access, suspend the Works, and withhold a reasonable reserve. This is not our breach and gives you no claim for time or money.

05Offers, framework agreements, and Work Orders

5.1Your offer is binding for 30 days unless it states a longer period. Offers, site visits, and quantity checks are free of charge.

5.2A Part B firm under a framework agreement accepts call-offs within the agreed trades, regions, and capacity. A Part C provider may decline any call-off. We promise no volume of work.

5.3The contract is formed when you accept a Work Order in text form or start work. The Work Order prevails over your offer. Only persons the Work Order names may change price, scope, or program.

5.4You warrant that you may lawfully perform the Works under your licenses. You check the Work Order, drawings, Client Contract extracts, earlier work, and substrates as a competent contractor would and tell us in text form of any error or concern before you build on it, failing which you bear the consequences.

06Prices and settlement

6.1The Order Price is the price in the Work Order. A quote is valid for the period it states, or 30 days. Prices in advertising, price lists, presentations, or sales conversations are non-binding and change often.

6.2The Order Price is a fixed price, unit prices, or both, and applies regardless of floor, sequence, ordinary site conditions, or changes in quantity, except where mandatory law requires an adjustment.

6.3The Order Price includes everything a competent contractor needs to deliver the Works, including labor, supervision, travel, tools, plant, consumables, protection, tests, documentation, waste disposal, protective equipment, coordination, daily reports, and time for recording. We pay no separate charge or overhead unless a Change Order adds it.

6.4We may change prices for future Work Orders and, on 30 days' notice, prices for future call-offs. Accepted Work Orders keep their price.

6.5Prices exclude VAT or sales tax unless stated.

6.6A recording credit applies only while the recording conditions are met. If they fail for a reason in your sphere, the standard price in the Work Order applies.

07Changes and additional works

7.1We may request a change to the agreed result or a change needed to achieve it. You state the price and time effect within 10 Business Days, based on the calculation of the Order Price. If we do not agree within 30 days after your receipt of the request, we may order the change in text form, and you perform it unless it is unreasonable for you.

7.2The price of a change not agreed is the required cost plus reasonable mark-ups for overhead, risk, and profit consistent with the original calculation, or a deposited calculation where agreed.

7.3You do not start changed or additional work without a Change Order, except to avert an imminent hazard, which you confirm in text form the same day. Work we actually directed is not forfeited for lack of form, but you must prove the direction. Work needed to achieve the agreed result is not a change.

7.4You give text-form notice of any claim for additional price or time within 10 Business Days after you know of the event, with reasons and an estimate. You continue all work, including disputed changed work, pending agreement.

7.5We pay time-and-material work only if we ordered it as such in text form, and only against daily records you submit for countersignature within 3 Business Days. Countersignature confirms attendance and quantities, not that the work was additional or the rates apply.

7.6You keep complete records of changed and time-and-material work. We or our auditor may inspect and copy them during the Works and for four years after final payment.

08Invoicing and payment

8.1You invoice only conforming work performed. Specially made materials may be invoiced once title has passed or security is given.

8.2An invoice is verifiable if it can be checked against the Work Order and contains the details tax law requires.

8.3The Final Account lists all your claims and comes with all handover documents. Unless the Work Order provides otherwise, you may invoice a claim omitted from it only within three months after we receive the Final Account; later claims are excluded unless you could not reasonably have known them earlier.

8.4Subject to clause 9, we pay a verifiable progress invoice within 30 days after receipt and the Final Account within 30 days after the later of Acceptance and receipt. If an invoice is not verifiable, the period runs from receipt of a verifiable one. We may withhold disputed amounts.

8.5Late-payment interest is the statutory rate where the law sets one, otherwise the lesser of one percent per month and the maximum lawful rate.

8.6Payment is not Acceptance and waives no rights. We may recover overpayments by invoice or set-off.

09Payment linked to payment by the Client

9.1Where the governing law allows it, our receipt of the corresponding Client payment is an express condition precedent to each payment under clause 8, and you bear the risk of Client non-payment to that extent. No interest accrues while the condition is unmet.

9.2Where that law does not allow the condition, payment is due within 7 days after we receive the corresponding Client payment, and in any event within 30 days after a verifiable invoice (progress payments) or after the later of Acceptance and a verifiable Final Account (final payment).

9.3You may suspend work only if an undisputed sum is more than 7 days overdue and you have given text-form notice. Amounts withheld under clause 10 are not overdue.

10Set-off, withholding, and direct payment

10.1You may set off only undisputed or finally adjudicated claims. A dispute does not entitle you to stop the Works.

10.2We may set off and withhold, as the law allows, any claim against you under any Work Order, including: for Defects, an appropriate amount, as a rule twice the estimated cure cost; backcharges; a reserve for wage, contribution, tax, and fine exposure in your chain; penalties and delay damages; excess completion cost; and claims under the Client Contract caused by you. We release a reserve once its ground ends.

10.3Where the law allows, we may pay a worker, collection office, accident insurer, tax office, social fund, or lower-tier claimant directly and set the payment off.

10.4You may assign a money claim against us only with our text-form consent, unless the law makes this restriction ineffective.

11Securities

11.1We may require performance security of 5 percent of the net Order Price, and retain payments up to that amount until it is provided. It secures performance, excess completion cost, and claims the warranty security does not cover. You secure any advance payment in the unearned amount before it is paid.

11.2At Acceptance the performance security is released against warranty security of 5 percent of the gross Final Account for the defect period, or a lower amount a statute of the Project state requires. After Acceptance our securities do not exceed that amount, except for unearned advances.

11.3You may replace cash retention at any time with a surety from a bank or insurer authorized in the European Economic Area or the United States that is directly enforceable, waives prior pursuit, is not payable on first demand, and runs for the defect period plus six months or without time limit.

11.4Security does not limit your liability.

12Time, delay, and contractual penalty

12.1You meet the dates in the Work Order. Completion means ready for Acceptance, including all documents.

12.2You are not responsible for delay we, the Client, or a Change Order cause, or for weather a competent contractor could not plan for. You notify us of any delaying event, including missing access or services, and its likely effect within 5 Business Days, and you mitigate. Late notice reduces any extension to the extent it prevented mitigation.

12.3If you are in default with a binding completion date, you pay a penalty of 0.2 percent of the net Final Account per Business Day, capped at 5 percent of the net Final Account, including interim penalties. The penalty is credited against damages for the same delay.

12.4Your liability for delay includes amounts we must pay the Client or other trades because of it, including liquidated damages under the Client Contract.

12.5If a binding date is at risk for a reason in your sphere, you add capacity at your cost after our notice. If you do not, we may engage another firm for the affected part at your cost.

12.6Force majeure (an unavoidable event beyond reasonable control, but not price changes, labor shortages, or supplier failures) extends time by the delay caused if you give notice within 5 Business Days. After 90 days of suspension either party may terminate the affected Work Order, and we pay for conforming work performed.

12.7You notify us within 5 Business Days of materially different concealed conditions or hazardous materials outside your scope, and stop if continuing would be unsafe. Clause 7 applies to any adjustment.

13Site rules and coordination

13.1You follow the Site rules, the program, and our coordination instructions, and you coordinate with us, the Client, and other trades at no extra charge.

13.2You clear your waste daily. If you do not after notice, we may clean and backcharge the cost.

13.3You protect finished work and occupied areas from your operations and are responsible for damage you or your chain cause.

13.4You obtain, in your own name, every permit that your trade or the work requires of you.

13.5You refer any scope or price request from the Client to us. It is not a Change Order unless we confirm it.

14Execution of the Works

14.1You perform as a competent contractor in your trade, in line with the Work Order, codes, standards, manufacturer instructions, and the state of the art. The Works must be fit for the stated purpose, or for the ordinary purpose if none is stated.

14.2You are an independent contractor and owe a result. You alone select, hire, pay, supervise, direct, and discipline Subcontractor Personnel, set their working time, and choose the means and methods. Our instructions concern the result, schedule, coordination, Site rules, quality, and safety. No instruction, removal request, rating, app function, device, report, or audit under these Terms makes an Addvista Company the employer, joint employer, or hirer of any Subcontractor Personnel.

14.3You bring your own tools, except devices we loan under clause 45.

14.4Our review of shop drawings is coordination only and does not transfer design responsibility. If you design, you are responsible for the design and correct design errors at your cost.

14.5Risk passes on Acceptance. Title passes on the earlier of payment and incorporation, free of liens and retention of title. Failed tests and retests are at your cost.

14.6You may suspend the Works only under clause 9.3 or a termination right.

15Occupational health and safety

15.1You are responsible for the safety of Subcontractor Personnel or, under Part C, your own, and you comply with all occupational-safety law, the Site safety plan, and the coordinator's directions.

15.2Before starting you provide a safety plan for your trade, evidence of instruction, and the name of your competent person. Our briefings do not replace your own instruction.

15.3You supply protective equipment, which a recording device must never defeat. Safety always comes before recording. Anyone may stop an unsafe task, and we may stop any activity that creates a risk.

15.4You report a fatality, serious injury, hospitalization, structural near miss, or official safety notice as soon as practicable and within 24 hours.

15.5You keep anyone unfit for work off the Site. A serious or repeated safety breach is cause for termination under clause 21.1.

16Acceptance

16.1You give text-form notice when the Works are complete, with the handover documents. We inspect within 21 days after notice and, no later than 30 days after notice, accept or refuse in text form, naming at least one Defect if we refuse.

16.2Acceptance does not depend on the Client's acceptance. Any official inspection the law requires is part of completion.

16.3We may refuse Acceptance for any Defect that is not minor. If we accept despite Defects, we may reserve them and withhold under clause 10.2 until cure.

16.4Use or occupation is not Acceptance, except where a statute deems it. Partial Acceptance applies to the accepted part only.

17Defects and warranty

17.1Unless the Work Order provides otherwise, the defect period is five years from Acceptance for a structure and for planning or supervision of one, and two years for other Works. The Work Order may agree a longer period to match our liability to the Client for the same Works. Longer statutory periods remain unaffected.

17.2You cure Defects within the reasonable period we set, at least 7 days unless urgency requires less. If you do not, we may cure or engage another firm and recover the cost, including opening-up, reinstatement, and locating the Defect, and an advance for the expected cost. In an emergency we may act at once.

17.3You assign manufacturer warranties to us on request.

18Liability and indemnity

18.1You are liable for breach and fault by you, Subcontractor Personnel, and Sub-subcontractors. The liability limits in the Regional Terms apply only to our liability to you.

18.2To the fullest extent permitted by law, you defend, indemnify, and hold harmless the Indemnitees against all third-party claims, losses, fines, and costs, including reasonable attorneys' fees, to the extent caused by any act, omission, or breach of you, Subcontractor Personnel, or Sub-subcontractors, including claims:

(a) for bodily injury, death, and property damage;

(b) for wages, social-security contributions, taxes, immigration violations, and related fines;

(c) under privacy, publicity, data-protection, or biometric-privacy law by persons recorded on the Works, including for missing notices, consents, releases, or works-council agreements;

(d) that the Works, your materials or designs, or content you supply infringe a third party's intellectual property; and

(e) by lower-tier claimants, including liens and bond claims.

18.3The indemnity applies whether or not an Indemnitee is partly at fault, but not to the extent of an Indemnitee's sole negligence or willful misconduct.

18.4You defend with counsel reasonably acceptable to us. If you do not, we may defend at your cost. You do not settle in a way that admits an Indemnitee's fault or imposes a non-monetary obligation on it without our consent.

19Insurance

19.1You maintain the cover in Annex 2 during the Works and for the periods stated there, with an insurer authorized in the European Economic Area or admitted in the United States. Business liability cover includes contractual liability for this contract. A Work Order may raise the limits but not lower them.

19.2You deliver certificates and endorsements before starting and at each renewal. If cover lapses we may suspend the Works or buy cover and backcharge the cost. Deductibles are yours. Insurance does not limit your liability.

20Sub-subcontracting and flow-down

20.1You may subcontract all or part of the Works only with our prior text-form consent. We may refuse it in particular for missing documents or licenses, a Client prohibition, or a firm without its own operational staff. You remain fully liable for your Sub-subcontractors.

20.2Before a Sub-subcontractor starts, you bind it to these Terms, including the document, safety, recording, and Part E duties, and on request you name it and show the flow-down.

20.3You assume toward us, for your Works, the obligations we owe the Client under the Client Contract extracts attached to or referenced in the Work Order or provided before acceptance, including scope, standards, program, warranties, delay damages, insurance, records, confidentiality, safety, and recording. We have toward you the rights the Client has toward us for your Works. You have no claim against the Client.

20.4If a claim of yours arises from the Client's act, we may present it to the Client on your behalf, and you cooperate. To the extent the law allows, you are bound by the result of the Client Contract dispute procedure for that claim, and we pay you what we recover for it, less our reasonable costs.

20.5We may pay your suppliers or Sub-subcontractors by joint check.

21Termination

21.1We may terminate a Work Order or framework agreement for cause, in particular for material delay, uncured Defects, lapsed licenses, insurance, or documents, a serious safety breach, a breach of clause 20 or of Part D or Part E, illegal employment, undeclared work, bribery, a sanctions issue, or insolvency as far as insolvency law allows. Where cure is possible we first give you 7 days, or 48 hours in case of present danger. You may terminate for cause on the same principles.

21.2If the Client Contract ends or the Client suspends the Project, we may terminate or suspend the affected Work Order under the Regional Terms. A termination for cause that proves unjustified is treated as a termination for convenience.

21.3Termination notices are in written form where German law requires it, otherwise in text form. After termination for your cause we may complete the Works ourselves or through others and recover the excess cost.

21.4On termination you join a status survey, return our documents and equipment, and leave the Site safe. Provisions that by their nature continue survive.

22Non-solicitation and non-circumvention

22.1For 12 months after the last Work Order for a Client we introduced, you do not take on or solicit work from that Client in the same trade, directly or through an affiliate. A Client is introduced unless you had an independent relationship with it in that trade in the prior 12 months. Public tenders you found yourself are excluded.

22.2For 12 months after the Project you do not actively solicit an employee of an Addvista Company with whom you had material contact on the Project. General advertising and unsolicited applications are excluded.

22.3For a breach of clause 22.1 you pay liquidated damages of 10 percent of the net remuneration you or your affiliate receive from that Client for the circumvented work in the 12 months after the breach. The sum is credited against further damages and is reduced if you prove a lower loss.

23Confidentiality

23.1You keep confidential all non-public information of Addvista and the Client during the contract and for five years after, and trade secrets for as long as the law protects them. This does not apply to information that is public, already known to you, or independently developed, or to disclosure required by law or under Part D.

23.2You do not use our information, Client documents, or Recordings to train a model, build a dataset, or compete with Addvista, and at the end you return or delete our documents.

24Data protection

24.1We are the controller for the recording program, datasets, licensing, and Addvista Assist. You are an independent controller for your personnel data. Where we jointly decide on collection on Site, joint control is limited to that collection.

24.2You inform Subcontractor Personnel under clause 41. Requests about Recordings go to data@addvista.com. You handle requests that concern only your own processing.

24.3You use personal data of Addvista and the Client only to perform the Works and notify us within 24 hours of any data breach involving Recordings, Site data, or our equipment.

24.4We process your business data as described in our Privacy Policy. Privacy contact: data@addvista.com.

25Anti-bribery and sanctions

25.1You comply with all applicable anti-bribery law, including the Foreign Corrupt Practices Act where it applies, and offer nothing of value to obtain a Work Order, an inspection result, or Acceptance.

25.2You, your directors, and your owners are not on a sanctions list that binds us, and you do not use a subcontractor or bank that would put us in breach. A breach entitles us to terminate immediately and withhold payment as the law allows. You keep compliance records for the statutory period and at least four years after Acceptance.

26Governing law and disputes

26.1The law of Delaware governs these Terms, excluding its conflict-of-laws rules and the UN Convention on Contracts for the International Sale of Goods, except where the Regional Terms provide another law.

26.2We may join you in any dispute with the Client or others about the Project, and you are bound by findings in it to the extent the law allows.

27Changes to these Terms

27.1We may change these Terms for future Work Orders on 30 days' text-form notice. Accepted Work Orders keep their version. If you object, we may stop issuing Work Orders.

27.2Changes required by law, or only in your favor, may take effect on notice. An individually negotiated agreement prevails over these Terms.

28General provisions

28.1The Work Order, any framework agreement, and these Terms are the entire agreement for the Works. Changes to an accepted Work Order require text form, or written form where the law requires it.

28.2If a clause is invalid, the rest remains valid. A waiver must be specific and in text form. Only the parties, the Indemnitees, and the Addvista Companies may enforce these Terms, and Subcontractor Personnel have no contractual claims against us.

28.3Notices go to the addresses in the Work Order and to partner@addvista.com.

28.4You may not use our name, the Client's name, or the Project in publicity without our consent. You cannot bind us. Clause 14.2 governs the relationship of the parties.

28.5If the Work Order selects a German version, it governs. Otherwise the English version governs, except where mandatory German law requires the German text.

29When Part B applies

29.1This Part applies, in addition to Parts A, D, and E, if you use employees or hired or borrowed labor on the Works, including a helper of a solo provider.

29.2You perform with your own staff and remain their sole employer under clause 14.2.

30Personnel qualifications and the site supervisor

30.1Every person you send is qualified, authorized to work, licensed where required, and instructed in safety and recording.

30.2You name a site supervisor and a deputy who can receive notices and bind you on coordination, and one of them is on Site whenever your people work there.

30.3We may require you to remove a person from the Site for a safety breach, missing documents, license, or work authorization, violence, harassment, or a material breach of Part D. You replace the person at once and at your cost.

31Staff lists and identification

31.1Before a person starts you give us a staff list with name, role, employer, and, where relevant, license class, posting status, and confirmation that a valid residence title permitting the work is on file. You update it before any new person starts.

31.2Your people wear Site badges where the Site uses them.

31.3You keep the time records the law requires and produce them under clause 47.2.

32Working time, wages, and foreign workers

32.1You set working time so that the program is met and statutory limits on hours, rest, and leave are kept.

32.2You pay at least the applicable minimum wages and all required contributions, as the Regional Terms set out.

32.3Before a person starts, you give us a copy of any residence title the person needs.

33No temporary agency work

33.1You do not place personnel at our disposal or under our direction, and you indemnify us under clause 18.2 against the consequences of any breach of this clause.

34Daily reports

34.1For each working day on Site you file a daily report in the Addvista app with the date, headcount by trade, work performed, deliveries, hindrances, and incidents under clause 15.4.

34.2You cure a missing report within 2 Business Days after a reminder. Persistent failure is a material breach.

35When Part C applies

35.1This Part applies if you are a sole provider with no employees and no hired labor on the Works. Parts A and D, and the parts of Part E that do not depend on employees, also apply.

35.2Before any helper starts, you comply with Part B and provide the firm documents.

36Genuine independent business

36.1You decide how to achieve the agreed result, subject to the contract, codes, and safety. You use your own tools, except devices we loan, may work for other customers, and may decline any new Work Order.

36.2You choose your own hours within the Site access times and are not integrated into our organization.

36.3You may use a qualified substitute who holds the same licenses and insurance and meets clause 4, if you tell us before the substitute starts. We may refuse a substitute only for missing licenses or documents, safety, or sanctions.

36.4You have your own business location, which may be a registered home office, invoice in your business name, may market your business subject to clause 22, and hold the trade registration.

37Taxes, social security, and status

37.1You are responsible for your own income tax, trade tax, VAT, and social security. We withhold only where a statute requires it.

37.2If an authority or court finds employment, you cooperate with registration and with the steps the law requires.

38Solo insurance, bookings, and deactivation

38.1You maintain the solo cover in Annex 2, or any higher limit the Work Order requires, before you start.

38.2Each booking in the app is a separate offer that you may decline. Your acceptance in the app or in text form forms a Work Order.

38.3We may suspend or deactivate your access, reject hour verification, or reject a Data Fee claim at our discretion under these Terms. Where applicable law requires it, you may ask for a human review of a decision made or supported by automated systems. Sums earned for accepted Works and Verified Clips remain payable.

39The recording program

39.1Addvista turns real trade work into de-identified training data and uses it to develop assistance and safety systems. We may require recording on any Work Order. The Work Order states whether a Data Fee is payable.

39.2Recording uses only approved devices and the Addvista app and shows the work and the immediate work area from a first-person view: hands, tools, and materials.

39.3Audio is off by default and is recorded only where the task enables it and every person whose non-public speech would be recorded has consented.

39.4You support Site signage. Faces, plans, documents, screens, and license plates are de-identified before a dataset is licensed. We do not use facial recognition and do not create face templates or biometric identifiers, and you do not enable any feature that does.

39.5Addvista Assist is an assistance system that helps qualified workers check their own work steps. Users are told that its guidance is generated by an AI system. It can make mistakes and does not replace professional judgment, inspections required by law, or occupational-safety duties. You remain responsible for the Works. Assist does not infer emotions.

40What may be recorded

40.1A Recording may include hands, tools, materials, the immediate assembly, incidental background a first-person view cannot reasonably avoid, and sensor data from the approved device.

40.2You do not record minors, private or intimate areas, medical situations, screens, passwords, payment cards, identity documents, or confidential plans, unless we approve it in text form and a lawful basis covers it. Restrooms, locker rooms, and changing areas are never recorded. You avoid capturing health data and injuries. If such content is captured by accident, you flag the clip in the app and do not copy it.

40.3You stop recording if it would be unsafe or unlawful, or if a person present asks you to stop.

40.4You do not copy Recordings to personal devices, personal clouds, or any other system. Uploads go through the app only.

41Information, consent, and works councils

41.1As employer, or as the party controlling your Site team, you are responsible for the legal requirements for recording your people. Before a person wears a recording device, you give that person our notice text in a language the person understands, covering the controller, what is recorded, retention, recipients, and the purposes: dataset creation, quality assurance, AI and robotics research, development, training, evaluation, and deployment, licensing, development of Addvista Assist and safety systems, limited marketing use of de-identified clips, and the uses in clause 44.2.

41.2Before recording starts you obtain every consent, notice, consultation, and works-council or other employee-representative agreement the law requires for your staff.

41.3You obtain each required written release, including likeness consents and audio consents under clause 39.3. Where a biometric-privacy statute applies to any feature, you obtain the written release it requires first.

41.4Where the law requires a worker's consent to being recorded, you ensure that it is freely given and do not penalize a refusal or withdrawal. You tell us, and from then on that worker is not recorded. Consent to the use of likeness in Recordings already made is governed by the Regional Terms.

41.5You keep the notices, agreements, consents, and releases (the consent pack) and provide them on request and before any Data Fee is claimed. You warrant that the consent pack is complete, genuine, and valid.

41.6We may suspend recording, refuse Verified Clips, and withhold the Data Fee while any part of the consent pack is missing or in doubt.

41.7You indemnify us under clause 18.2 against all claims, fines, and costs arising from a missing or defective notice, consent, release, or works-council agreement. You flow this Part down to your Sub-subcontractors and are responsible for their consent packs.

42Rights in Recordings

42.1You grant the rights in the Regional Terms and below in every Recording made on the Works, from creation, and warrant that you have obtained all rights needed for this grant from Subcontractor Personnel and Sub-subcontractors.

42.2We may edit, de-identify, annotate, combine, license, and otherwise use Recordings at our discretion. All aggregated and derived data, annotations, datasets, and models are ours. You do not license identifiable Recordings to anyone else.

42.3You may keep a clip or still from the Works only to document safety compliance or a defect dispute on this Project, without publication or model training, and you delete it when the need ends.

42.4We and the Client may use your shop drawings, as-built records, and manuals to build, operate, maintain, and alter the Works, under a non-exclusive, perpetual, royalty-free license.

43The Data Fee

43.1Any payment for Recordings is the Data Fee. It is a license fee to the firm or sole undertaking named in the Work Order, per Verified Clip or per verified hour as stated. It is not a wage and is not paid to Subcontractor Personnel.

43.2A worker of yours may use the Addvista app only under the Platform Terms. You may not make registration a condition of employment or a substitute for wages. A worker who records as your employee or hired labor has no payment claim against us for the Recording, except a non-waivable statutory claim.

43.3The Data Fee is earned only for Verified Clips. We decide on verification at our reasonable discretion, subject to clause 38.3. We may reject a Recording, require a re-recording, or withhold or reclaim a Data Fee if a Recording is fraudulent, synthetic, recycled, outside the rules, unsafe, or not covered by a complete consent pack.

43.4You invoice the Data Fee as a separate line with the clip or hour reference. Clauses 8 to 10 apply.

43.5We may change Data Fee rates, verification rules, and acceptance criteria at any time for future Work Orders and future Recordings. Accepted Work Orders keep their agreed rate.

44Use of Recordings

44.1We do not provide Recordings to you for decisions about your employees. You do not request Recordings, Assist outputs, or verification data for hiring, discipline, pay, or evaluation of individuals.

44.2We may use Recordings, Assist session data, and metadata to verify clips and hours, to prevent and investigate fraud, to investigate safety incidents, and as evidence of the performance, Defects, or delay of the Works and in disputes, including with you, the Client, insurers, and authorities.

45Equipment

45.1Loaned cameras, glasses, sensors, and mounts remain our property. You use them only for the Works and the recording program with reasonable care, do not pledge them, and return them on request and at the end, fair wear excepted.

45.2You notify us within 24 hours of loss, theft, or damage and pay the replacement cost if you or your people were at fault.

45.3You keep no copy of Recordings after upload and wipe local storage on our request.

46Deletion and special-category data

46.1You forward any request to delete a Recording to data@addvista.com at once and do not retaliate against the person asking.

46.2Before a Recording is included in a dataset released to a licensee, we delete it on a valid request. After release, we delete what we hold, stop further distribution, and take reasonable steps to inform recipients. Models already trained are not retrained unless the law requires it.

46.3You support any data-protection impact assessment or authority inquiry about your Site practices, at your cost to the extent your breach caused it.

47Proof, withholding, direct payment, and termination

47.1We may withhold under clause 10.2 and pay workers and authorities directly under clause 10.3.

47.2During the Works and for four years after Acceptance, we or an adviser bound to confidentiality may, on reasonable notice, inspect time records, pay and contribution evidence, posting files, residence-title copies, and subcontract lists.

47.3If you do not provide a document within 5 Business Days after notice, give a false confirmation, or let a document lapse, we may suspend the Works without compensation and, if you do not cure, terminate under clause 21.1. You cooperate fully with any official audit.

Annex 1Document checklist

Provide what applies before first Site access under clause 4, and keep it current. "Firm" means Part B. "Solo" means Part C. "No" means not applicable.

Annex 2Insurance requirements

Limits are minimums under clause 19. The Work Order may raise them but not lower them.

Contact

Contract notices: partner@addvista.com. Privacy requests: data@addvista.com. Operational notices: the Work Order address and partner@addvista.com.

If the Work Order names no Addvista Company: Addvista Inc., 8 The Green, Ste R, Dover, DE 19901, USA.