Terms and Conditions

Interpretation

1. The following definitions and rules of interpretation apply in these Conditions.
   1. Agreement: the agreement between the Client and EER Middle East detailing the specific Services to be provided by EER Middle East in accordance with these Conditions and in the form of a Letter of Engagement, Corporate Services Agreement, Local Sponsorship Agreement or such other written arrangement between the Client and EER Middle East as the case may be.
   2. Business Day: a day other than a Saturday, Sunday or public holiday in the United Arab Emirates, when banks in Dubai are open for business.
   3. Charges: the charges payable by the Client for the supply of the Services in accordance with clause 5.
   4. Commencement Date: has the meaning given in clause 2.1.
   5. Commissions: any and all commissions, referral fees or equivalent payments payable to or from third party individuals or companies in connection with all or any part of the Services and payable to or from EER Middle East and/or its affiliates.
   6. Conditions: these terms and conditions as amended from time to time.
   7. Contract: the contract between EER Middle East and the Client for the supply of Services in accordance with these Conditions.
   8. Client: the person or firm who purchases Services from EER Middle East.
   9. Client Default: has the meaning set out in clause 4.2.
   10. Deliverables: the deliverables set out in the Agreement produced by EER Middle East for the Client.
   11. EER Middle East: EER Middle East Business Services DMCC trading as “Executive Expatriate Relocations”, a limited liability company organized and existing under the laws of Dubai, UAE, having its registered office at Office 1303, Level 13, Platinum Tower, Cluster I, JLT, Dubai, UAE, P.O. Box 392238
   12. Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
   13. Services: the services, including the Deliverables, supplied by EER Middle East to the Client as set out in the Agreement.
   14. UAE: the United Arab Emirates.
2. Interpretation:
   1. Unless expressly provided otherwise in this Contract, a reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time and includes all subordinate legislation made under that legislation or legislative provision.
   2. Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
   3. A reference to writing or written includes email unless otherwise expressly stated to the contrary.

Basis of contract

1. Each Agreement shall only be deemed to be binding between the parties when each of EER Middle East and the Client have signed the Agreement (comprising an Engagement Letter, Corporate Services Agreement, Local Sponsorship Agreement or other written arrangement) at which point and on which date the Contract shall come into existence (Commencement Date).
2. These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
3. Any quotation given by EER Middle East shall not constitute an offer, and is only valid for a period of [20] Business Days from its date of issue.

Supply of Services

1. EER Middle East shall supply the Services to the Client in accordance with the Agreement in all material respects.
2. EER Middle East shall use all reasonable endeavours to meet any performance dates specified in the Agreement, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3. EER Middle East reserves the right to amend the Services if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and EER Middle East shall notify the Client in any such event.
4. EER Middle East warrants to the Client that the Services will be provided using reasonable care and skill.

Client’s obligations

1. The Client shall:
   1. ensure that any information it provides to EER Middle East in connection with the Services complete and accurate;
   2. co-operate with EER Middle East in all matters relating to the Services;
   3. provide EER Middle East with such information and materials as EER Middle East may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects and inform EER Middle East promptly in case of any material change to such information;
   4. [obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;]
2. If EER Middle East’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):
   1. without limiting or affecting any other right or remedy available to it, EER Middle East shall have the right to suspend performance of the Services until the Client remedies the Client Default,;
   2. EER Middle East shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from EER Middle East’s failure or delay to perform any of its obligations as set out in this clause 4.2; and
   3. the Client shall reimburse EER Middle East on written demand for any [direct] costs or losses sustained or incurred by EER Middle East arising directly or indirectly from the Client Default.

Charges and payment

1. The Charges for the Services shall be set out in the Agreement.
2. Unless expressly agreed to the contrary, EER Middle East shall be entitled to charge the Client for any expenses reasonably incurred by the individuals whom EER Middle East engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by EER Middle East for the performance of the Services, and for the cost of any materials.
3. EER Middle East shall invoice the Client on completion of the Services or as set out in the Agreement.

4. The Client shall pay each invoice submitted by EER Middle East:

   1. within [30] days of the date of the invoice [or in accordance with any credit terms agreed by EER Middle East and confirmed in writing to the Client]; and
   2. in full and in cleared funds to a bank account nominated in writing by EER Middle East, and
   3. time for payment shall be of the essence of the Contract.
5. All amounts payable by the Client under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by EER Middle East to the Client, the Client shall, on receipt of a valid VAT invoice from EER Middle East, pay to EER Middle East such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
6. If the Client fails to make a payment due to EER Middle East under the Contract by the due date, then, without limiting EER Middle East’s remedies under clause 10, the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.6 will accrue each day at maximum of 5% per month.
7. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).The Client acknowledges that EER Middle East (or its affiliates) shall be entitled to charge and or receive Commissions to and/or from third parties from time to time in connection with the provision of the Services. Any such Commissions shall not create any obligation for or recourse against the Client. The terms of such Commissions shall be consistent with EER Middle East’s policies and procedures in place from time to time and with all applicable laws.

Intellectual property rights

1. All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Client) shall be owned by EER Middle East unless otherwise agreed in writing.
2. The Client grants EER Middle East a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Client to EER Middle East for the term of the Contract for the purpose of providing the Services to the Client.

Data protection

1. The parties agree to be bound by the provisions Schedule 1 which will apply whenever the Services either (i) involve the processing of personal data by EER Middle East (or any affiliate of EER Middle East and its or their sub-contractors, agents or other third party service providers) or by Client (or any of its subsidiaries, parent company or affiliate) within the European Union or (ii) involve the processing of personal data of an individual located or resident in the European Union at any point during the provision of the Services relating to such individual.

Anti-money laundering & compliance

1. The Client acknowledges that EER Middle East and its affiliates, in the provision of certain services, are legally required to operate money laundering and counter financing of terrorism prevention procedures that require us to verify the identity of all our clients’ and our clients’ clients before giving effect to their instructions and on an ongoing basis in relation to the provision of the Services (“AML Compliance”).
2. EER Middle East and its affiliates reserve the right to refuse to provide or suspend the provision of all or any part of the Services at any time if the AML Compliance has not been completed to our satisfaction.
3. Persistent failure or delay in meeting the requirements of the AML Compliance may result in termination of your Contract.

Insurance

1. At any and all times during the term of the Contract, EER Middle East shall at its own expense maintain insurance with an insurance company or companies authorized to do business in the UAE for insurance coverage of the kind and in the minimum amounts as follows:
   1. fully comprehensive automobile liability insurance as per laws of UAE for all employees/agents of EER Middle East;
   2. full form Professional and Indemnity Insurance, if applicable, with limits of AED1,000,000 per occurrence.
2. All such insurance shall be maintained in full force and effect during the term of the Contract, and shall not be canceled, altered, or amended without thirty (30) days prior written notice to the Client.
3. The limits in this clause reflect the insurance cover EER Middle East has been able to arrange and the Client is responsible for making its own arrangements for the insurance of any excess loss.

Liability

1. References to liability in this clause 10 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
2. EER Middle East shall bear no liability to the Client or any third party for any activities or decisions beyond its control including but not limited to decisions at the discretion of government officials, company policies, employees, changes in political environment and other such factors, including changing rules and regulations, and public holidays announced at short notice or against lunar or religious calendar which may affect EER Middle East’s ability to perform the Services as set out in an Agreement.
3. EER Middle East shall not be held liable to the Client for the performance of any third party.
4. Nothing in this clause 10 shall limit the Client’s payment obligations under the Contract.

5. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

   1. death or personal injury caused by negligence;
   2. fraud or fraudulent misrepresentation.
6. Subject to clause 10.5 (Liabilities which cannot legally be limited), EER Middle East’s total liability to the Client for all loss or damage shall not exceed a sum equal to the total Charges paid or payable by the Client under the Contract for the relevant Services in respect of which the loss or damage arises.

7. Subject clause 10.2 (No limitation of Client’s payment obligations) and clause 10.5 (Liabilities which cannot legally be limited), this clause 10.7 sets out the types of loss that are wholly excluded:

   1. loss of profits.
   2. loss of sales or business.
   3. loss of agreements or contracts.
   4. loss of anticipated savings.
   5. loss of use or corruption of software, data or information.
   6. loss of or damage to goodwill; and
   7. indirect or consequential loss.
8. Unless the Client notifies EER Middle East that it intends to make a claim in respect of an event within the notice period, EER Middle East shall have no liability for that event. The notice period for an event shall start on the day on which the Client became, or ought reasonably to have become, aware of the event having occurred and shall expire 3 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
9. This clause 10 shall survive termination of the Contract.

Termination

1. Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party 30 days’ written notice.
2. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
   1. the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
   2. the other party takes any step or action in connection with its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium or having a receiver appointed to any of its assets or ceasing to carry on business;
   3. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business;
   4. the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
   5. the other party (or, in the case of the Client, any of its affiliates deemed by EER Middle East to be material in connection with the provision of the Services) ceases to maintain or has suspended all required licenses and permissions in the UAE (or other applicable jurisdiction) to carry on its business for a period in excess of 7 days, or is the subject of an investigation in connection with the status of its licenses and permissions.
3. Without affecting any other right or remedy available to it, EER Middle East may terminate the Contract with immediate effect by giving written notice to the Client if:
   1. the Client fails to pay any amount due under the Contract on the due date for payment; or
   2. the performance or continuance of the Contract becomes unlawful.
4. Without affecting any other right or remedy available to it, EER Middle East may suspend the supply of Services under the Contract or any other contract between the Client and EER Middle East if:
   1. the Client fails to pay any amount due under the Contract on the due date for payment;
   2. the Client becomes subject to any of the events listed in clause 11.2.3 or clause 11.2.4, or EER Middle East reasonably believes that the Client is about to become subject to any of them; and
   3. EER Middle East reasonably believes that the Client is about to become subject to any of the events listed in clause 11.2.3.

Consequences of termination

1. On termination or expiry of the Contract the Client shall immediately pay to EER Middle East all of EER Middle East’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, EER Middle East shall submit an invoice, which shall be payable by the Client immediately on receipt. All payments under this clause 12.1 must be paid within 30 days of the date of termination or expiry.
2. Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
3. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

General

1. Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control which shall include (without limitation) Acts of God, flood, drought, earthquake or other natural disaster, epidemic or pandemic, terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations, nuclear, chemical or biological contamination or sonic boom, any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent, collapse of buildings, fire, explosion or accident, non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this clause), interruption or failure of utility service.
2. Assignment and other dealings.
   1. EER Middle East may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract to an affiliate of EER Middle East on provision of notice to the Client.
   2. The Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of EER Middle East.
3. Confidentiality – Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, contractors, clients or suppliers of the other party, except as permitted by clause 13.3.2.
   1. Each party may disclose the other party’s confidential information:
      1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 13.3; and
      2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
4. Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
5. Without prior written consent from the Client, EER Middle East shall not (i) advertise or publish the fact that the Client has contracted with EER Middle East, or (ii) use the Client’s name in any advertisement, brochure or Website.
6. Non-solicitation – The Client shall not, without the prior written consent of EER Middle East, at any time during the term of the Contract or for a period of [12] months after the termination or expiry of the Contract, solicit or entice away from EER Middle East or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of EER Middle East in the provision of the Services.
7. Entire agreement.
   1. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
   2. Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
   3. Nothing in this clause shall limit or exclude any liability for fraud.
8. Conflict – If there is an inconsistency between any of the provisions of these Conditions and the provisions of the Agreement to which these Conditions are applied, the provisions of the Agreement shall prevail.
9. Variation – Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
   Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
10. Severance – If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this Contract deleted under this clause 13.9 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
11. Notices
    1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by next working day delivery service at its registered office (if a company) or its principal place of business or residential address (in any other case); or sent email to the address provided by that party for this purpose.
    2. Any notice or communication shall be deemed to have been received:
       1. if delivered by hand, at the time the notice is left at the proper address;
       2. if sent by next working day delivery service, at 9.00 am on the second business day (in the place of receipt) after sending;
       3. if sent by email at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
    3. This clause 13.10 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
12. No partnership or agency
    1. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
    2. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
13. Third party rights.
    1. Unless it expressly states otherwise, the Contract does not give rise to any rights of any third party to enforce any term of the Contract.
    2. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
14. Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with English law.
15. Jurisdiction. Each party irrevocably agrees that the courts of the Dubai International Financial Centre shall have non-exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

Schedule 1
DATA PROTECTION SCHEDULE

This Data Protection Schedule (“DP Schedule”) forms part of the EER Middle East Terms and Conditions (the “Conditions”) and is incorporated in the Agreement between the Client and EER Middle East.

Background

• The Client acts as a Data Controller.
• The Client has engaged EER Middle East (which shall include EER Middle East’s affiliates) to perform certain Services which may imply the processing of personal data by EER Middle East.

The Client

1. Definitions and Interpretation
   In this DP Schedule the following definitions and rules of interpretation apply, unless the context requires otherwise:-
   1. “Client Personal Data” means any personal data (as defined in the applicable Data Protection Legislation) which will be processed (subject to the Data Protection Legislation) by EER Middle East on behalf of the Client in connection with the Services and pursuant to or in relation to the Agreement.
   2. “Data Protection Legislation” means all applicable data protection and privacy laws in the UAE, including (without limitation) UAE Federal Decree Law No 45 of 2021, Regarding the Protection of Personal Data and, to the extent applicable to the Agreement, EU Regulation 2016/679 General Data Protection Regulation (”GDPR”) and The Data Protection Act 2018 (UK) and equivalent legislation from time to time that relate to data protection, privacy or the use of information relating to individuals in any jurisdiction in which the Introducer is operating when performing this Agreement.
   3. “Schedule” means this data processing schedule.
   4. “Third Party” means any external third party that provides services in accordance with the Services to be provided by EER Middle East to the Client as more particularly described in the Agreement.
2. All other terms shall be as defined in the Conditions.
3. Reference to any statute or statutory provision includes a reference to that statute or statutory provision as from time to time amended, extended or re-enacted, provided that such amendment, extension or re-enactment does not in the case of a defined word or meaning alter the substance of the definition.

Application of this Schedule

1. This Schedule shall apply to:
   1. all Client Personal Data sent by or on behalf of the Client to EER Middle East for processing;
   2. all Client Personal Data accessed by EER Middle East on the authority of the Client for processing pursuant to the Agreement; and
   3. all Client Personal Data otherwise received by EER Middle East for processing on the Client’s behalf,
2. all in relation to the Services.

Data Processing

1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 3 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
2. The parties acknowledge that for the purposes of the Data Protection Legislation the Client is the controller and EER Middle East is the processor of the Client Personal Data being processed for the purposes of the Services.
3. Without prejudice to the generality of clause 3.1, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Client Personal Data to EER Middle East for the duration and purposes of the Agreement.
4. The parties agree that clause 4 sets out the subject-matter and nature of the processing that may be performed by EER Middle East on behalf of the Client, the categories of data subjects to whom the Client Personal Data may relate and the types of Client Personal Data that may be processed by EER Middle East on behalf of the Client as Client Personal Data.
5. Without prejudice to the generality of clause 3.1, EER Middle East shall, in relation to any Client Personal Data processed in connection with the performance by EER Middle East of its obligations under the Agreement:
   1. process the Client Personal Data only on the written instructions of the Client unless EER Middle East is required by applicable law to process such Client Personal Data (“Applicable Data Processing Laws”). Where EER Middle East is relying on Applicable Data Processing Laws for processing such Client Personal Data, EER Middle East shall promptly notify the Client of this before performing the processing required by the Applicable Data Processing Laws unless those Applicable Data Processing Laws prohibit EER Middle East from so notifying the Client;
   2. ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Client Personal Data and against accidental loss or destruction of, or damage to, Client Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
   3. ensure that all personnel who have access to and/or process Client Personal Data are obliged to keep the Client Personal Data confidential;
   4. not transfer any Client Personal Data subject to the GDPR outside of the European Economic Area unless the relevant conditions of the GDPR are fulfilled.
   5. assist the Client in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
   6. notify the Client without undue delay (and in any event within 72 hours) of receipt of any request from a data subject in connection with any Client Personal Data;
   7. notify the Client without undue delay (and in any event within 48 hours) on becoming aware of a personal data breach affecting the Client Personal Data;
   8. at the written direction of the Client, delete or return Client Personal Data and copies thereof to the Client on termination of the Agreement unless required by Applicable Data Processing Law to store the Client Personal Data;
   9. maintain complete and accurate records and information to demonstrate its compliance with this clause 3.5; and
   10. at no cost to EER Middle East, submit and contribute to audits and inspections carried out by the Client (or a third-party appointed by the Client to carry out such audits or inspections) for the purpose of ensuring EER Middle East’s compliance with this clause 3.5. Any such audit or inspection shall be subject to the following restrictions:
       1. the Client shall provide reasonable written notice of the date of inspections or audits;
       2. the Client may perform such audits no more than once per year unless required by the Data Protection Legislation;
       3. any third party appointed by the Client to perform such audit or inspection shall be required to execute a confidentiality agreement acceptable to EER Middle East prior to such audit or inspection;
       4. audits must be conducted during regular business hours, subject to EER Middle East’s policies, and may not unreasonably interfere with EER Middle East’s business activities;
       5. the Client must provide EER Middle East with any audit reports generated in connection with any audit at no charge unless prohibited by applicable law. The Company may use the audit reports only for the purposes of meeting its audit requirements under Data Protection Legislation and/or confirming compliance with the requirements of this clause 3.5. The audit reports shall be confidential; and
       6. nothing in this clause 3.5.10 shall require EER Middle East to breach any duties of confidentiality owed to any of its customers, employees or third parties.
6. The Company generally consents to EER Middle East appointing sub-processors as third-party processors of Client Personal Data.
7. If the Client gives specific or general written authorisation for EER Middle East to use a sub-processor, EER Middle East shall ensure that the processing of Client Personal Data by any sub-processor is subject to terms substantially similar to, and no less restrictive than, the terms of clause 3.5 and as between EER Middle East and the Client, EER Middle East shall remain fully liable to the Client for any acts or omissions of a sub-processor.
8. The provisions of clause 3 will survive termination or expiry of the Services.

Data Processing Information

1. Subject matter: Client Personal Data is processed by EER Middle East in connection with providing the Services requested by the Client in accordance with the Agreement.
2. Duration: Processing will continue for the duration of the provision of the Services.
3. Nature and Purpose of Processing: The nature and purpose of the processing will be:
   1. Obtaining appropriate visas for employees and their dependents
   2. Renewal of appropriate visas for employees and their dependents
   3. Cancellation of visas for employees and their dependents
   4. Provision of relocation services including but not limited to housing, schooling, utility registration and deregistration, local registration, renewal and deregistration and all other services to be provided by EER Middle East and its affiliates in accordance with the Agreement.
4. Categories of Data Subjects: The categories of data subject whose Personal Data are processed for the purposes of the Services are:
   1. Employees
   2. Employees’ Dependents
5. Types of Personal Data: The types of Personal Data processed for the purposes of the Services are:
   1. Name
   2. Date of Birth
   3. Nationality
   4. Religion
   5. Marital Status
   6. Biometrics (Iris scan and finger printing)
   7. Health Information
   8. Employment Status
   9. Address
   10. Telephone/Mobile Number/Email Address
   11. Bank Account Details
   12. Education Details
6. Third Parties: The authorised third parties are:
   1. Government Entities
   2. Utility Companies
   3. Landlords/Real Estate Agents
   4. Schools
   5. Attestation/Translation Companies
   6. Moving Companies
   7. Consulate/Embassies