Skip to content These general terms and conditions (General Terms), along with the relevant Framework Agreement, Country Specific Terms and each Confirmation of Hire Form (COHF), govern the relationship between Auxilium Management Group FZE, with licence number 17034, registered at Dubai Silicon Oasis (registered office: DSO-OPC-1-A-101-11-28 OPC Building, Dubai Silicon Oasis, Dubai, UAE) (Service Provider), and the Client specified in the Framework Agreement (collectively, the Agreement).
This Agreement is intended to apply across multiple jurisdictions in which the Service Provider operates. Country-specific variations are set out in the applicable Framework Agreement, Commercial Particulars, or country-specific schedules.
By entering into a Framework Agreement, the Client confirms that they have read, understood, and agreed to be bound by the General Terms and acknowledge that the provision of Services is conditional upon acceptance of the General Terms.
Affiliate means, in relation to each Party, and entity from time to time:
Additional Costs means any additional costs or expenses
Additional Fee means any fees, charges, or costs payable by the Client to the Service Provider in addition to the Monthly Fee, including but not limited to:
Additional Services means any services requested by the Client that are outside the Scope of Services set out in Clause 4.3 of the Framework Agreement, as determined by the Service Provider, including but not limited to preparing more than one iteration or version of any COHF, Offer Letter, or Employment Agreement for the same Employee or Candidate.
Administration Fee is the monthly fee the Service Provider charges the Client for providing Services under the Agreement as set out in Schedule 1, Part 2 of the Framework Agreement;
Advance Costs means the costs to be paid by the Client to the Service Provider before an Employee is Onboarded or their sponsorship documentation (visa or work permit) is renewed, as specified in Schedule 1, Part 2 of the Framework Agreement.
Agreement refers to these General Terms, the Framework Agreement, the Country Specific Terms, and each COHF, including all annexures and schedules and any variations made over time;
AML Laws: means all applicable laws, regulations, and guidelines governing anti-money laundering, counter-terrorist financing, and financial crime in the jurisdiction where the Services are provided or, if no local requirements exist, the anti-money laundering, counter-terrorist financing, and financial crime laws of the United Arab Emirates, including Federal Decretal-Law No. (20) of 2018 and Cabinet Decision No. (10) of 2019;
Annual Leave is the leave an Employee is entitled to under their Employment Agreement and Applicable Laws;
Applicable Law(s) includes all relevant legislation and regulations in the relevant Country as amended from time to time;
Authorised Signatory is an individual entitled to sign agreements, contracts and documents on behalf of a Party;
Auxilium Affiliate means any Affiliate of Auxilium Management Group FZE, including any locally registered entity in the Country where Services are delivered. Where the context requires, any reference to the “Service Provider” in this Agreement shall include such Auxilium Affiliate;
AWAA (Absent Without Authorised Approval) refers to a day when an Employee is absent without the Client’s consent;
Beneficial Owner means the natural person(s) who ultimately owns or controls a Client or who exercises effective ultimate control over a legal entity, as defined under applicable anti-money laundering (AML) regulations in the relevant jurisdiction, or if no such local regulations apply, as defined under UAE AML regulations.;
Business Day means any day on which banks are open for business in the relevant Country;
Candidate is an individual selected by the Client for Onboarding;
Client means the Party that is the recipient of the Services as defined in the Framework Agreement;
Commercial Liability Cover (CLC) means commercial liability cover required from the Client as security for the Client’s obligations, being the initial amount set out in the Framework Agreement;
Confidential Information means any information of a Party (Disclosing Party) received by the other Party (Receiving Party) concerning the subject matter of this Agreement that is marked confidential or is by its nature is confidential, any information which the parties create in the course of and as a result of carrying out this Project, the terms of any document, Agreement or other notice between the parties relating to this Agreement or all information, know-how or data relating to the operations, business, research and technology of either Party provided to the other Party, other than information which is:
COHF means the signed and completed confirmation of hire form that initiates the Candidate hire as set out in the Framework Agreement;
Country refers to the country location where an Employee works;
Country Specific Commercial Terms details the commercial terms agreed between the Parties for the Country where the Services are provided;
Effective Date is the effective date as set out in the Framework Agreement;
Employee is an individual engaged by Service Provider to provide services to the Client according to the Employment Agreement;
Employment Agreement outlines the terms of employment between the Service Provider and the Employee;
Employee Costs include all costs accrued monthly by the Service Provider for the Employee on behalf of the Client;
End of Service Benefit or EOSB means any sum payable to the Service Provider by the Client upon each Employee’s permanent cessation of work per Applicable Law;
EWWAU (Employee Whose Whereabouts Are Unknown) denotes any Employee who is unaccounted for;
Financial Crime means any act of money laundering, terrorist financing, fraud, bribery, corruption, tax evasion, sanctions violations, or any other financial crime prohibited under Appliable Laws or, if no local provisions apply, under UAE laws;
Force Majeure Event means any event beyond a Party’s reasonable control including by reason of any of the following: labour disturbances, shortages or disputes of any kind; natural disasters; national emergencies; government directives or restrictions; civil disorders; acts of war or aggression; acts of God; failure of utilities; mechanical breakdowns; material shortages; epidemics; pandemics (including but not limited to COVID-19); or similar occurrences.
but excludes:
High-Risk Country means any jurisdiction that is subject to international financial sanctions or is identified as a high-risk country for money laundering or terrorist financing by the Financial Action Task Force (FATF) or relevant regulatory authorities in the jurisdiction, or UAE authorities or the equivalent regulatory authority in the relevant jurisdiction where the Services are provided;
Insolvency Event means, in relation to a Party:
Liability means any claim, action, damage, loss, cost, charge, expense, outgoing or payment (including any legal costs), on a full indemnity basis;
Monthly Fee is the monthly fee payable by the Client to the Service Provider as detailed in Schedule 1, Part 2 of the Framework Agreement;
Onboarding is the process of hiring and integrating a Candidate into the Service Provider’s employment. Onboarded and Offboarded shall be construed accordingly;
Offboarding Costs are charges incurred when an Employee is offboarded;
Out-of-Cycle Payroll means any salary or payment processing that occurs outside the standard monthly payroll cycle, including but not limited to ad hoc bonus or commission payments, or corrections to prior payroll periods. Out-of-cycle payroll requests may incur an Additional Fee as set out in the Framework Agreement.
Overtime Hours refer to any hours worked by an Employee beyond their regular hours;
Party means either the Client or Service Provider, while “Parties” refers to both;
Payroll Cut-off is defined in the Framework Agreement;
Ramadan Hours are the reduced Working Hours during Ramadan as set out in local labour laws for the Country;
Rules of Arbitration: The set of procedural rules that govern the conduct of the arbitration proceedings, as established by the DIAC;
Services encompass employment-related services provided to the Client as detailed in Clause 8, the COHF. the Framework Agreement, and relevant Country Specific Terms;
Sick Leave is the sick leave the Employee is entitled to under Applicable Law and their Employment Agreement;
Suspicious Transaction means a transaction that raises reasonable grounds for suspicion that it involves criminal proceeds, money laundering, terrorist financing, or is otherwise irregular in nature;
UAE Financial Intelligence Unit (FIU) means the financial intelligence division under the Central Bank of the UAE responsible for receiving, analyzing, and reporting suspicious transaction reports (STRs);
Unauthorised Absence is when an Employee fails to report for work without permission;
VAT means value-added tax or any analogous tax in any Country regardless of what it is called;
Variation of Hire Form means the signed and completed confirmation of variation of hire form that varies the Candidate or Employee terms of hire as set out in the Framework Agreement;
Working Hours are the hours that an Employee is required to work in accordance with their Employment Agreement.
(a) headings and bold type are for convenience only and do not affect the interpretation of this Agreement;
(b) the singular includes the plural and the plural includes the singular;
(c) words of any gender include all genders;
(d) other parts of speech and grammatical forms of a word or phrase defined in this Agreement have a corresponding meaning;
(e) an expression importing a person includes any company, partnership, joint venture, association, corporation or other body corporate and any government agency as well as an individual;
(f) a reference to a clause, Party, schedule, annex, attachment or exhibit is a reference to a clause of, and a Party, schedule, attachment or exhibit to, this Agreement;
(g) a reference to any legislation includes all delegated legislation made under it and amendments, consolidations, replacements or re-enactments of any of them;
(h) no provision of this Agreement will be construed adversely to a Party because that Party was responsible for the preparation of this Agreement or that provision;
(i) specifying anything in this Agreement after the words ‘include’ or ‘for example’ or similar expressions does not limit what else is included;
(j) where the day on or by which any thing is to be done is not a Business Day, that thing must be done on or by the next Business Day;
(k) this Agreement includes any schedule;
(l) in case of conflict or inconsistency:
(i) a provision in the COHF or any Variation of hire Form takes precedence over provisions in the Framework Agreement or General Terms, while a provision in the Framework Agreement takes precedence over the General Terms.
(ii) if multiple Framework Agreements or COHF, or Variation of Hire Forms related to the same Client or Employee contain conflicting provisions, the later-dated provision prevails.
2.3 Group Entity Contracting and Service Delivery
The Parties acknowledge and agree that an Affiliate of Auxilium Management Group FZE (an Auxilium Affiliate) may, where required by local law, regulatory obligations or commercial arrangements, enter into this Agreement or any Confirmation of Hire Form (COHF) as the contracting Service Provider for the provision of Services in a specific Country. In such cases:
(a) the rights and obligations of the Service Provider under this Agreement shall apply to the relevant Auxilium Affiliate in that Country;
(b) references to the “Service Provider” throughout this Agreement shall, where the context requires, be construed as references to the relevant Auxilium Affiliate; and
(c) such Auxilium Affiliate shall be entitled to enforce the terms of this Agreement as if it were the original contracting party.
For clarity, nothing in this clause limits the ability of Auxilium Management Group FZE to enforce its rights or receive payments under this Agreement, unless otherwise agreed in writing.
3.1 When the Client requests to onboard a Candidate, a COHF must be completed and signed by both Parties. Upon signing, the COHF becomes an integral part of this Agreement. Any amendments or variations to a COHF after signing must be documented through a revised COHF or a signed Variation of Confirmation of Hire Form (in the form set out at Schedule 3 to the Framework Agreement), and signed by both Parties before taking effect. The Client acknowledges that any such amendments or reissuance may be subject to Additional Costs or Additional Fees in accordance with this Agreement.
3.2 Once onboarding is complete, the Candidate becomes an Employee of the Service Provider. The Service Provider shall provide the agreed Services in respect of that Employee under the terms of this Agreement.
3.3 The Client shall ensure that all information provided in the COHF is accurate, complete, and up to date, including but not limited to:
3.4 The Service Provider is responsible for facilitating the employment visa application process, which is subject to government approval. The Service Provider is not responsible for delays or visa rejections outside its control or that of its subcontractors.
4.1 The Agreement will begin on the Effective Date specified in the Framework Agreement and, unless terminated earlier under Clauses 10 or 11, shall continue for twelve months (Initial Term), whereupon it shall either continue per the provisions of Clause 4.2 or terminate per the provisions of Clause 4.3.
4.2 On the expiry of the Initial Term, the Agreement shall automatically continue for further consecutive periods of twelve months (Further Term) unless either Party has given the other Party notice under Clause 4.3 or unless the Agreement is terminated sooner per Clauses 10 or 11.
4.3 The Agreement may terminate after the Initial Term or any Further Term if either Party provides ninety (90) days’ notice before the expiration of the Initial Term or Further Term.
4.4 Services under the Agreement will only commence once the Client has provided the Service Provider with valid
4.5 Services with respect to onboarding a Candidate will begin only after the Client has provided the Service Provider:
The Framework Agreement details the amounts payable by the Client to the Service Provider and the associated payment terms.
6.1 Payments: The Client must pay all amounts due to the Service Provider per Clause 7 in the Framework Agreement. Late payments of undisputed amounts beyond seven (7) Business Days from their due date may incur a fee of 10% of the outstanding amount for each calendar month or part thereof until fully settled.
6.2 CLC: The Client must ensure that the CLC for each Employee accurately reflects the Monthly Fee for the duration of the Agreement. Any increases in the Monthly Fee will necessitate an increase in the CLC held by the Service Provider. If the Client has not received an invoice for any increase to the CLC per Clause 7.2 of the Framework Agreement, it shall advise the Service Provider as soon as it becomes aware of the deficiency. All invoices for CLC are required to be paid under Clause 7.2 of the Framework Agreement
6.3 Employment Visa Process: The Client must provide the Service Provider with a completed COHF and all required documentation for each Candidate as detailed on the COHF before initiating the employment visa process. The Client must also promptly notify the Service Provider of any known prior visa application rejections or any factors that might result in a rejection.
6.4 Disciplinary/Legal Action/Grievances: The Client must inform the Service Provider if any Employee commits an act of misconduct, fails to fulfil their Employment Agreement, or raises any complaints regarding the terms of their employment. Following such notification, both Parties shall discuss the situation and agree on any necessary action. The Client acknowledges that the Service Provider, as the legal employer, is responsible for issuing all formal disciplinary communications, warnings, or other employment-related notices to the Employee, and no disciplinary or corrective action shall be taken without the Service Provider’s direct involvement and approval. The Client is responsible for all costs associated with any complaints or legal proceedings related to an Employee unless the costs arise from the Service Provider’s breach and such breach was not caused or contributed to by the Client.
6.5 Supervision of the Employee: The Client is responsible for overseeing the Employee’s daily activities, including their schedule and attendance. The Client must report Sick Leave, Unauthorised Absences, Annual Leave, and any other absences to the Service Provider. The Client must notify the Service Provider of any Employee Whose Whereabouts Are Unknown (EWWAU) status within 48 hours of identification and submit any resignation letters within two (2) days of receipt. Any costs associated with EWWAU will be borne by the Client.
(a) The Client is solely responsible for ensuring that the Employee’s working environment — whether at the Client’s premises, remotely, at home, or at any other location — complies with all applicable health and safety laws, and that the Employee receives appropriate safety measures, equipment, and training for the role.
(b) The Client shall not assign hazardous or high-risk work without the prior approval of the Service Provider.
(c) The Client shall arrange for the Employee’s transportation and access to emergency medical treatment if required.
(d) The Service Provider has no responsibility for supervising, managing, or ensuring the suitability, safety, or compliance of any worksite or working arrangements provided or agreed by the Client or arranging transportation and access to emergency medical treatment if required.
6.7 Work Location and Work Time:
(a) Employees are to work solely at locations specified in the relevant COHF, engaging in activities related to the Client’s products or services. The Client assumes responsibility for any penalties or costs incurred if an Employee is assigned to an unapproved location.
(b) Working hours will comply with Applicable Laws, ensuring strict adherence to regulations concerning Ramadan Hours, where applicable, and accurately calculating Overtime, which will be invoiced accordingly.
6.8 HR Service Requests: The Client must ensure that all HR and employee service requests are communicated promptly through the agreed channels, as noted in the Parties Particulars detailed in the Framework Agreement or as otherwise communicated by the Service Provider.
6.9 Repatriation: The Client will cover all costs associated with repatriating an Employee to their home country upon termination of employment.
6.10 Employee Costs: The Client is responsible for all Employee Costs starting from the earlier of:
(a) completion of Onboarding,
(b) any change in the Employee’s status, or
(c) the Employee’s entry into the Country if employed from abroad
up to and including the later of the date of cancellation of the Employee’s work permits and/or visa.
6.11 Employee Contact Information: The Client must provide the Service Provider with complete contact details for all Employees and their next of kin. The Client must also notify the Service Provider of any changes to this information within one week of becoming aware of such changes.
6.12 Employment Agreement: The Client must not make any changes to the terms of employment, the Employment Agreement, remuneration or compensation of the Employee without the involvement of the Service Provider. Any such proposed changes must be communicated to and formally documented by the Service Provider before they take effect. Any approved change must be documented by a revised COHF or a signed Variation of Hire Form in accordance with Clause 3.1.
6.13 Trade License and Insurance: The Client shall maintain and renew its Trade License or Company Registration and relevant insurances to cover its obligations under the Agreement at its own cost and shall promptly provide the Service Provider with a copy of the renewed documents on renewal.
6.14 Employee Documents: All original documents, including passports, national identification cards (such as Emirates ID), payment cards, and contracts, must be returned directly to the respective Employees. The Client is prohibited from retaining these documents.
6.15 Renewals: If the Client wants the continuation of services from the Employee beyond the validity of an Employee’s work permit and/or visa it must confirm its intention to the Service Provider at least three months before the expiration of the work permit and/or visa or one month before expiration of the statutory notice period required to be provided to the Employee under the Applicable Law (whichever is the later)and make an advance payment of all applicable costs and expenses as notified by the Service Provider, including any additional costs incurred if insufficient notice is provided to the Service Provider.
6.16 Client Contact Information: The Client must ensure that their points of contact, as detailed in the Framework Agreement, including any web roles, are kept up to date and advise the Service Provider of any changes to this information within one week of the change in the manner outlined during the onboarding process.
6.17 Submission of Documentation and Requests: The Client shall submit all documentation, requests, or instructions relating to the Services in the manner specified by the Service Provider from time to time, which may include submission via a designated platform, portal, or ticketing system. Unless otherwise agreed in writing, the Service Provider shall not be required to accept documentation or instructions that are submitted outside of the prescribed process.
The Client acknowledges that the Service Provider may update or introduce new systems or channels for submitting documents or managing HR requests, and the Client agrees to comply with any such changes provided that reasonable notice is given.
7.1 Compliance with AML Laws and Regulations: The Client and the Service Provider shall comply with all applicable AML Laws, including local anti-money laundering, counter-terrorist financing, and financial crime regulations where the Services are provided, or if no such local regime applies, the anti-money laundering, counter-terrorist financing, and financial crime laws of the United Arab Emirates (UAE), including but not limited to:
(a) Federal Decretal-Law No. (20) of 2018 on Anti-Money Laundering and Combating the Financing of Terrorism and Illegal Organisations;
(b) Cabinet Decision No. (10) of 2019, as amended;
(c) Directives issued by the UAE Financial Intelligence Unit (FIU) and Central Bank of the UAE; and
(d) International sanctions regimes applicable in the UAE.
The Client shall ensure that all funds transferred to the Service Provider comply with applicable source of funds and anti-money laundering verification requirements under the AML Laws of the jurisdiction where the Services are provided, or if no such local AML Laws apply, under the AML Laws of the United Arab Emirates. The Client shall, upon request, provide the Service Provider with sufficient documentation or verification demonstrating the legitimacy of such funds.
7.2 Prohibited Transactions: The Client warrants that it shall not remit or receive funds from any sanctioned countries, individuals, or entities designated under:
(a) the AML Laws of the jurisdiction where the Services are provided (including any applicable financial intelligence units or sanctions enforcement bodies);
(b) if no such local AML Laws apply, then under the AML Laws of the United Arab Emirates including:
iii. the United Nations Security Council (UNSC); or
(c) The Client shall not directly or indirectly facilitate transactions for or on behalf of sanctioned individuals, organisations, or jurisdictions.
(d) If the Service Provider identifies or reasonably suspects that the Client or any Employee is involved in unlawful financial activity, it reserves the right to:
iii. withhold or return funds if required by law or by an order from a competent authority.
7.3 Source of Funds and Transaction Monitoring: The Client shall disclose the source and purpose of all funds transferred to the Service Provider, including, but not limited to:
(a) Employee salaries and remuneration;
(b) Bonus and commission payments (as set out in the Confirmation of Hire Form (COHF));
(c) any other financial disbursements to Employees.
The Service Provider reserves the right to request additional due diligence documentation where necessary, including bank statements, invoices, or contracts justifying the legitimacy of transactions.
7.4 Reporting and Cooperation: The Client shall promptly notify the Service Provider in writing of any:
(a) changes in ownership, control, or financial condition that may impact compliance with AML laws;
(b) any investigation or enforcement action taken against it relating to financial crime or money laundering.
The Client shall fully cooperate with any audit, inquiry, or investigation conducted by the Service Provider, regulatory authorities, or law enforcement agencies regarding compliance with AML Laws.
7.5 Commission and Bonus Payments: The Client shall specify in the Confirmation of Hire Form (COHF) any commission or bonus payments to be made to the Employee, including:
(a) the criteria for payment (e.g., performance targets);
(b) the maximum cap (if applicable) or whether the amount is uncapped;
(c) the expected frequency of such payments;
If the commission/bonus is uncapped, the Client must notify the Service Provider prior to completion of the COHF, and additional due diligence may be conducted to assess the legitimacy and reasonableness of such payments.
The Client shall provide, upon request, sufficient supporting documentation to justify bonus or commission payments to Employees.
The Service Provider reserves the right to withhold payment of any commission or bonus where it reasonably determines that the source, purpose, or justification of the payment is unclear, insufficiently documented, or raises concerns under AML Laws.
Where bonus or commission payments require enhanced due diligence in accordance with Clause 7 or applicable AML Laws, the Service Provider may charge the Client an additional fee for the time and cost incurred in conducting such due diligence. The Service Provider will notify the Client in advance of any such fee.
8.1 Employment Agreement: The Service Provider will ensure that all Employees who are onboarded have a valid Employment Agreement.
8.2 Residence Visa / Work Permit: The Service Provider will obtain the necessary residence visa or work permit for the Employee (and any dependents, if agreed in the COHF) and manage all required administrative formalities related to the visa or work permit process, including scheduling and coordination of medicalf screening and biometric submissions.
For clarity, the Service Provider’s role is limited to managing and facilitating the process. The Client or Employee (as applicable) is responsible for all transportation or logistical costs associated with attending medical screening, biometrics, or other in-person appointments.
8.3 Documents and Employee Records Management: The Service Provider will collect and maintain all essential documents and information related to each Employee in connection with the Services.
8.4 Processing of Salaries: The Service Provider shall:
(a) ensure timely processing and payment of salaries to Employees per their Employment Agreements, unless delayed by the Client’s failure to provide necessary information before Payroll Cut-off (in which case adjustments will be made in subsequent payments);
(b) provide each Employee with an electronic payslip every month.
8.5 End of Service Benefit (EOSB): The Service Provider shall pay any End of Service Benefits (EOSB) or equivalent statutory termination entitlements to the Employee at the end of employment, as required by Applicable Laws. If such amounts have not been accrued or reserved by the Service Provider during the Employee’s employment, the Client shall fund the full amount due prior to payment being made to the Employee. The Service Provider’s obligation to pay the Employee under Applicable Law does not reduce the Client’s ultimate responsibility to bear the cost of such payments, and the amount due shall be determined strictly under the relevant labour law
8.6 Medical Insurance: The Service Provider will arrange medical insurance coverage for the Employee as required under Applicable Laws. The cost of such insurance will be charged to the Client under the relevant COHF.
If an Employee’s role requires specialist or enhanced coverage due to the nature of their work or worksite (including offshore, hazardous, or remote assignments), the Client must notify the Service Provider in advance and shall bear the full cost of such additional coverage.
For clarity, all insurance costs — whether standard or specialist — are borne by the Client and are recoverable under this Agreement.
8.7 Workmen’s Compensation: The Service Provider shall provide workmen’s compensation insurance for the Employee if and to the extent required under Applicable Laws in the relevant jurisdiction. Where such insurance is not mandatory, the Service Provider shall have no obligation to provide separate cover.
8.8 Performance Management and Disciplinary Action: The Service Provider is responsible for managing all formal disciplinary actions, performance management processes, and employment-related communications concerning the Employee, in accordance with Applicable Law. Upon receiving written notification from the Client regarding an Employee’s breach of work conditions or Employment Agreement, the Service Provider will review the matter, consult with the Client as appropriate, and determine and issue any necessary formal disciplinary communications or actions.
8.9 Employee Whose Whereabouts Are Unknown (EWWAU): Upon being informed by the Client of an EWWAU case, the Service Provider will process the report with the relevant authorities.
8.10 Renewals: If the Client confirms the continuation of an Employee in accordance with Clause 6.15, the Service Provider will issue an addendum for the Employee’s Agreement and, upon receipt of all applicable costs from the Client, proceed with the renewal.
(a) must only use the Confidential Information of the Disclosing Party for the purposes of or as contemplated by this Agreement (including performing its obligations under, exercising its rights under, obtaining advice regarding, and enforcing the Receiving Party’s rights under, this Agreement); and
(b) may only disclose (or otherwise permit access to) the Confidential Information:
9.2 The Receiving Party acknowledges that damages may be an inadequate remedy for breach of this clause 9 and that the Disclosing Party may obtain injunctive relief against the Receiving Party for any breach of this clause 9.
10.1 Each Party (indemnifying party) is liable for and indemnifies the other Party (and that Party’s Affiliates) against any Liability incurred by that Party (or its Affiliates) as a result of or in connection with:
(a) personal injury to, or the death of, any person;
(b) loss of, damage to or loss of use of any property, including property of the other Party; and
(c) any fraud, wilful default or misconduct, gross negligence or unlawful act or omission of the indemnifying Party or its employees, agents or contractors;
arising out of or in connection with the Services or the Agreement.
10.2 The indemnifying party’s Liability under clause 10.1 will be reduced proportionally to the extent that a breach of this Agreement by, or the negligent or unlawful act or omission of, the other Party, an Affiliate of the other Party or their respective employees, agents or contractors contributed to the Liability.
10.3 Subject to clause 10.4:
(a) neither Party is liable to the other Party for:
arising out of or in connection with the Agreement or its subject matter (whether arising in contract, tort (including negligence), under any statute or otherwise); and
(b) each Party’s total aggregate liability arising out of or in connection with each COHF (whether arising in contract, tort (including negligence), under any statute or otherwise) will not exceed the Monthly Fee paid or payable by the Client to the Service Provider in the (12) twelve months precedeing the event giving rise to the claim.
10.4 Nothing in the Agreement excludes or limits the liability of either Party:
(a) under the indemnity in clause 10.1;
(b) for death or personal injury caused by negligence;
(c) for fraud or intentional misconduct; or
to the extent such liability cannot by law be excluded or limited.
10.5 Notwithstanding any other provision of this clause 10 the Client shall indemnity the Service Provider and any subcontractors of the Service Provider for all Liability:
(a) in connection with the duties of an Employee, their workplace and/or mandatory health and safety provisions under Applicable Law;
(b) because of any changes made to the terms of employment, the Employment Agreement, remuneration or compensation of the Employee where such change has not been approved by and documented by the Service Provider;
(c) as a result of any damage, loss, injury and/or liability incurred, suffered, or sustained by an Employee or by any third party arising from or in connection with any of the Client’s operations or activities; and/or
(d) as a result of the Client’s failure to comply with anti-money laundering (AML), counter-terrorist financing (CTF), and financial crime laws, including but not limited to:
iii. any third-party claims resulting from the Client’s involvement in money laundering, terrorist financing, or financial crime activities;
other than to the extent the Service Provider (or a subcontractor of the Service Provider) caused the Liability through its own negligent or unlawful act or omission.
10.6 The Client shall procure and maintain adequate insurance at its own cost to cover its liabilities under the Agreement and Applicable Law.
11.1 Neither Party is liable for any breach of its obligations under this Agreement (except payment obligations of the Client) to the extent that the breach resulted from a Force Majeure Event if it:
(a) promptly notifies the other Party (with appropriate details); and
(b) takes all reasonable steps to work around or reduce the effects of the Force Majeure Event.
11.2 If a Force Majeure Event continues for more than twenty (20) Business Days, the unaffected Party may, by written notice to the other Party, terminate this Agreement with immediate effect.
11.3 Payment obligations remain unaffected by a Force Majeure Event concerning:
(a) Services that continue to be provided; or
(b) mandatory payments owed to third parties related to the Services.
If any payment obligations are not met on their due date, the Service Provider may exercise its rights, including the termination of the Agreement or drawing upon the CLC.
12.1 Subject to Clause 4.3, either Party may terminate the Agreement for convenience by providing ninety (90) days’ notice to the other Party.
12.2 The Service Provider may withdraw or suspend its Services and/or terminate the Agreement or any COHF if the Client:
(a) fails to pay any sum that has become due;
(b) fails to provide or maintain any CLC as required by the Agreement;
(c) subcontracts, loans, hires out, or assigns any Employee to a third Party without the Service Provider’s prior written consent; or
(d) fails to comply with its obligations under Clause 6.16.
12.3 Either Party may withdraw or suspend its Services and/or terminate the Agreement or any COHF if the other Party is subject to an Insolvency Event.
12.4 The Service Provider may terminate this Agreement with immediate effect by notice to the Client if:
(a) the Client fails to comply with its obligations under Clause 7
(b) the Client is involved in any suspected or actual financial crime, including but not limited to:
iii. providing false or misleading information related to AML compliance.
(c) the Service Provider determines that continuing the business relationship could expose it to legal, financial, or reputational risk based on Applicable Laws, regulatory guidance, or instructions from UAE authorities or the equivalent regulatory authority in the relevant jurisdiction where the Services are provided.
12.5 If the Agreement is terminated under Clause 12.4, the Service Provider may, at its sole discretion:
(a) cease all transactions and payments associated with the Client;
(b) report any suspicious activities to the UAE Financial Intelligence Unit (FIU) or the equivalent regulatory in the relevant jurisdiction;
(c) withhold, freeze, or return funds as required by UAE AML regulations or the applicable AML regulations in the relevant jurisdiction;
(d) recover any costs or damages incurred due to the Client’s AML non-compliance.
12.6 Upon receipt of a termination notice or exercising its rights under Clause 12.2, the Service Provider will proceed efficiently with the procedures necessary to terminate its Services. Employees will be offboarded as soon as practicable, and the Client shall pay all Offboarding Costs incurred by the Service Provider. Until the employment visas expire or are cancelled, all relevant costs for the Services remain chargeable.
12.7 Within seven (7) Business Days of the termination notice or termination of the Agreement, the Service Provider will issue final invoices to the Client.
12.8 Upon full payment of all amounts due to the Service Provider under the Agreement and settlement of all outstanding liabilities concerning each Employee to the Service Provider’s satisfaction, the Service Provider will return the remaining balance of the CLC.
12.9 Termination of the Agreement shall not affect any accrued rights or remedies of either Party or invalidate any payments due from one Party to the other as of the termination date.
12.10 If the Client wishes to terminate an Employee:
(a) during the probation period, the Client must provide the Service Provider with minimum notice and pay all dues to the Employee according to Applicable Law and the Employment Agreement (whichever is more favourable to the Employee);
(b) after the probation period, the Client must provide the Service Provider notice in accordance with Applicable Law or the Employment Agreement (whichever is more favourable to the Employee);
In both cases, the Client is responsible for all Offboarding Costs related to that Employee. Upon receiving the relevant notice, the Service Provider will cancel the Employee’s employment visa (or equivalent) in accordance with Applicable Law and as set out in their Employment Agreement. In the event of any disputes, the cancellation process may be delayed until all disputes are resolved. Upon visa cancellation and settlement of all invoices concerning the Employee, the portion of the CLC related to that Employee will be returned to the Client within forty-five (45) days, and any medical insurance that is returned will be repaid within forty-five (45) days of receipt of same from the insurer.
13.1 The Client agrees not to solicit or entice away any employee of the Service Provider, either directly or indirectly, without prior written consent from the Service Provider.
13.2 The Client further agrees not to pursue any contractual or commercial relationship with any third-party service provider introduced by the Service Provider or used for any part of the Services for one (1) year after the termination or expiry of the Agreement without prior written approval of the Service Provider.
14.1 The Service Provider may subcontract any part of the Services to its Affiliates or use third parties to perform any of its obligations under this Agreement.
14.2 Notwithstanding clause 14.1, this does not relieve the Service Provider from any of its obligations under this Agreement. The Service Provider is responsible for the acts and omissions of any subcontractor and Affiliate as if such acts or omissions were its acts or omissions.
14.3 Neither party may assign, novate, or otherwise transfer any of its rights and obligations under this Agreement without the prior written consent of the other party.
15.1 If a dispute or claim arises out of or in connection with this Agreement or its subject matter, existence, negotiation, interpretation, validity, termination or enforceability (Dispute), a Party must not commence court proceedings in respect of the Dispute until it has complied with this clause 15.
15.2 Nothing in this clause prevents a Party from seeking urgent injunctive or similar interim relief from a court.
15.3 If a Dispute arises, then a Party may give notice to the other Party requesting that the Dispute be referred to resolution by negotiation between the Senior Representative of the Parties as detailed in the Framework Agreement (Dispute Notice).
15.4 The Senior Representatives must meet and attempt in good faith to resolve the Dispute (in whole or in part).
15.5 If the parties’ Senior Representatives are unable to resolve the Dispute within ten (10) Business Days after the Dispute Notice is given under clause 15.3, the parties agree to attempt resolution in the following order:
(a) in the first instance, to the Small Claims Tribunal of the DIFC Courts, to which the Parties expressly consent under this Agreement, where the claim does not exceed AED 500,000 (or equivalent in USD);
(b) where the claim exceeds AED 500,000, or if the matter is not resolved through the Small Claims Tribunal, either party may refer the dispute to the Dubai Arbitration Centre (DIAC).
15.6 If arbitration is elected, the following provisions shall apply:
(a) the arbitration shall be administered by the DIAC in accordance with the DIAC Arbitration Rules, which are deemed incorporated by reference into this clause;
(b) the seat of arbitration shall be the Dubai International Financial Centre (DIFC);
(c) the language of the arbitration shall be English; and
(d) The number of arbitrators shall be one (1) unless otherwise agreed between the parties.
15.7 Despite the existence of any Dispute, the Parties must continue to perform their respective obligations under this Agreement.
16.1 Each Party represents and warrants to the other Party:
(a) it has the full capacity and authority and all necessary permissions, licences and consents necessary to enter into and perform its obligations under this Agreement;
(b) the execution, delivery and performance of this Agreement does not and will not violate or conflict with any applicable law or material Agreement to which it is a Party;
(c) there is no pending or, to its knowledge, threatened, legal proceedings that could reasonably be expected to adversely affect its ability to perform under this Agreement;
(d) in entering into this Agreement, has not relied on any representation made by the other Party which has not been stated expressly in this Agreement; and
(e) the person executing this Agreement is duly authorized to execute the Agreement for and on behalf of the respective Party.
16.2 The Client represents and warrants compliance with all Applicable Laws regarding health and safety at locations where Employees perform their tasks for the duration of the Agreement.
17.1 Notices: Any notice to or by a Party to this Agreement must be in writing and delivered by hand or email and addressed as shown in the Framework Agreement or as specified by the other Party in writing. Notices are regarded as being given by the sender:
(a) (if delivered by hand) on the date of delivery; or
(b) (if delivered by email) when the sender receives a delivery receipt which evidences the email was sent to the addressee or the time that the communication enters an information system which under the control of the address (whichever earlier) unless that time is after 5 pm, in which case the communication is taken to be received on 9 am the next day.
16.2 Invalidity and enforceability: If any provision of this Agreement is deemed invalid, illegal, or unenforceable in any Country, this shall not affect the validity or enforceability of the remaining provisions. The Parties agree that the invalid or unenforceable provision shall be revised, if possible, in a manner that reflects their original intent. If revision is not possible, the Parties shall negotiate in good faith to amend the provision to ensure compliance with applicable law while remaining as close as possible to the original intent of the Parties.
16.4 Waiver: No Party to this Agreement may rely on the words or conduct of any other Party as a waiver of any right unless the waiver is in writing and signed by the Party granting the waiver.
16.5 Variation: A variation of any term of this Agreement must be in writing and signed by the parties.
16.6 Further action: Each Party must, at its own expense, do all things and execute all documents necessary to give full effect to this Agreement.
16.7 Relationship of the parties: The relationship between the Client and the Service Provider under this Agreement is of a principal and independent contractor. This Agreement does not constitute any partnership, trust, agency, joint venture or employment relationship between the parties.
16.8 Entire Agreement: The Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes any prior agreements or negotiations
16.9 Survival: Clauses 9,10, and 13 and any other clause which by its nature should survive termination or expiry remain in force and effect after the end of this Agreement.
16.10 Future Amendments: The Service Provider may amend these Standard Terms from time to time. Where an amendment is made for administrative, compliance, or legal reasons, it shall take effect upon publication on the Service Provider’s website at https://www.auxiliumservices.com
Where an amendment materially affects the Client’s rights or obligations, the Service Provider will provide the Client with no less than thirty (30) days’ prior notice, which may be given by email or by publication on the website. If the Client does not accept the amendment, it may terminate the Services by written notice prior to the amendment taking effect.
Continued use of the Services after the amendment takes effect will be deemed acceptance of the amended Standard Terms.
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