Date of Agreement: [ ] 2021
GULF FOR GOOD, a private limited company incorporated under the UK Companies Act 2006 bearing Company No. 7429793, being a registered UK Charity # 1140294 and whose UK address is 222 Meadvale Road, Ealing, London, W5 1LT and registered in Dubai as a private Not for Profit Organisation at International Humanitarian City, a bearing a Trade License No. 150021 whose address is Office # 121, Building # 4, International Humanitarian City, P.O. Box 506006, Dubai, UAE ("G4G");
PROVIDER a limited liability company incorporated under the laws of Dubai, UAE under registration no [ ] whose address is [ ] (“PROVIDER”)
(Each a “Party” and together “Parties”)
- G4G is a charitable institution experienced in conducting challenges for groups of individuals ("Participants") for charitable purposes around the world (“G4G Challenges”) and, in conjunction with such purposes, G4G organises fun training hikes for members of the community who subscribe to G4G’s vision, mission and values (the “G4G Community”) in order to instil a healthy outdoors mindset, environmental awareness and to improve their fitness levels and general well-being consistent with safety considerations.
- PROVIDER is a company licensed to conduct training, hikes and treks and wishes to provide services to G4G, help grow G4G’s hiking community.
- At the request of G4G, PROVIDER has submitted a detailed proposal, as set out in Schedule 1 to this Agreement in relation to G4G’S HIKING programme for 2021-2022 season (the “Hiking Programme”) (the “Detailed Proposal”) as may be modified from time to time by agreement of the Parties.
- G4G wishes to appoint PROVIDER to be responsible for all services in relation to the Hiking Programme, all as set out in the Detailed Proposal (the "Services").
- PROVIDER wishes to be appointed to perform the Services.
IT IS AGREED:
The particulars set out in Schedule I and the general terms and conditions set out in Schedule II form an integral part of this Agreement (the "Terms and Conditions").
For good and valuable consideration, receipt of which PROVIDER hereby acknowledges, G4G hereby appoints PROVIDER to provide the Services to G4G, all in accordance with the terms of this Agreement, and PROVIDER hereby accepts such appointment.
- Duration of Agreement
This Agreement shall be effective from the date specified at the beginning of this Agreement and shall continue in force until terminated by either Party in accordance with the Terms and Conditions.
- Mutual Interests
- Without prejudice to PROVIDER’s prerogative to pursue its own commercial interests generally:
- PROVIDER hereby agrees to uphold, to the best of its ability, G4G’s best interests and to promote G4G to PROVIDER’s clientele and prospective clientele as PROVIDER’s chosen CSR partner in relation to the Hiking Programme and G4G Challenges (including featuring G4G’s logo and backlink on PROVIDER’s website) and otherwise at PROVIDER’s reasonable discretion.
- G4G agrees to uphold to the best of its ability, PROVIDER’s best interests and to promote PROVIDER to the G4G Community and prospective community as G4G’s chosen service PROVIDER in relation to the Hiking Programme and its association with G4G Challenges (including featuring PROVIDER’s logo and backlink on G4G’s website), and otherwise at G4G’s reasonable discretion.
- Neither PROVIDER nor any person or entity related to it shall, directly or indirectly, for the duration of this Agreement and for a period of three (3) years after the date of this Agreement, knowingly engage with any member of the G4G Community, otherwise than through G4G, in the conduct of any hikes in the UAE (whether for profit or otherwise) or canvass or solicit any person associated with any such member for such purpose or solicit such member to engage with PROVIDER to the detriment of G4G, provided however that the provisions of this Clause 4.2 shall not apply in the event that any such member, being made aware of PROVIDER’s special relationship with G4G, elects nevertheless to contract with PROVIDER for hikes expressly otherwise than in association with G4G.
Schedule I: Hiking Programme – Detailed Proposal
Schedule II: General Terms and Conditions
Schedule III: GDPR
IN WITNESS WHEREOF the duly authorised representatives of the Parties have signed this Agreement on the day first written above.
Signed for and on behalf of GULF FOR GOOD:
Witness signature, name and address:
Signed for and on behalf of PROVIDER
Witness signature, name and address:
DETAILED PROPOSAL to be provided
GENERAL TERMS & CONDITIONS
The Agreement cancels and supersedes for all purposes any previous agreement between the Parties relating to the Hiking Programme.
The relationship of the Parties to each other will be that of independent contractor and, except as expressly provided otherwise in this Agreement, nothing in this Agreement shall render either Party a principal, agent, employer, employee or partner of, or joint venture with, the other.
2. Confidential Information
- Neither Party shall disclose any Confidential Information (as defined below) to any third party without the prior written consent of the other Party.
- For the purpose of this clause, "Confidential Information" means information of a confidential nature disclosed, orally or in writing, by one Party to the other.
- No Party shall use the other Party's Confidential Information for any purpose other than to perform its obligations under this Agreement.
- Each Party shall be responsible to keep the other party fully and promptly informed of developments which may impact on the adoption and implementation of decisions relating to the Hiking Programme.
- Whether or not G4G shall delegate one or more of its personnel to accompany the Hiking Programme or to participate with PROVIDER organisationally in relation thereto (or in relation to any hike forming part thereof), G4G shall have no authority over or responsibility for the efficient and timely performance of the functions comprising the Services, all of which remain the sole responsibility of PROVIDER and PROVIDER agrees to indemnify, hold harmless and defend G4G and its personnel in respect of all loss arising out of or in connection with any failure to do so.
- PROVIDER shall adopt best practice at all times and use its experience, systems and contacts and take reasonable care in good faith to perform its responsibilities so as to offer G4G the best prospect of a successful Hiking Programme outcome (circumstances beyond its control excepted).
- G4G shall not be liable to PROVIDER (or to the personnel of PROVIDER) for indirect or consequential losses, and the maximum liability of G4G under or pursuant to this Agreement shall not in any circumstances exceed AED 5000 and PROVIDER agrees to indemnify, hold harmless and defend G4G and its personnel in respect of all loss arising out of or in connection with such loss to the extent in excess of such figure, provided that, in the event of any claim against PROVIDER by any Participant, being a claim beyond the scope of PROVIDER’s insurance cover, G4G shall arrange at its cost for legal advice in defending the same.
4. Remuneration and Payment
G4G agrees to compensate PROVIDER the sum of [AED ] for each hike in return for an appropriate delegation of qualified guide(s) and certified first aider(s) as applicable according to the difficulty of hike and number in the group with health and safety being of the utmost importance.
PROVIDER hereby represents to G4G that PROVIDER is / is not registered for VAT (if the latter, should such registration become legally required, VAT shall be applied.
5. Quality of Services
- PROVIDER warrants to G4G that:
PROVIDER will carry out the Services with reasonable care and skill in accordance with generally recognised commercial practices and standards for services similar to the Services;
- the Services will conform with all descriptions and specifications provided to G4G and set out in the Detailed Proposal; and
- the Services will be provided in accordance with all applicable legislation, regulations and service standards from time to time in force.
- The provisions of this Clause 5 shall survive any performance, acceptance or payment pursuant to the Agreement and shall extend to any substituted or remedial services provided by PROVIDER.
- Should the Services not meet G4G’s requirements as set out in this Agreement, PROVIDER shall reimburse G4G all additional costs and other loss and damage of which G4G shall be subject as a result of such failure. This shall include, but not be limited to, inadequate insurance coverage due to failure of PROVIDER to secure the same.
- PROVIDER shall indemnify and hold G4G harmless from all claims and all direct, indirect or consequential liabilities, costs, proceedings, damages and expenses (including legal and other professional fees and expenses) awarded against, or incurred or paid by, G4G as a result or in connection with any claim made by any third party, including (without limitation) any Participant, against G4G in respect of any liability, loss, damage, injury, cost or expense sustained by the third party to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises from the provision of the Services as a consequence of the breach or negligent performance or failure or delay in performance of the services by PROVIDER.
- This Clause 6 shall survive termination of the Agreement, however arising.
- Either Party may terminate the Agreement by giving thirty (30) days’ prior notice to the other Party. G4G shall be entitled at any time or times, by giving thirty (30) days’ notice to that effect to PROVIDER, to terminate this Agreement in respect of a part of the Services.
- In the event of PROVIDER not being able to obtain any permit or authorisation required to provide the Services, or those permit(s) or other authorisation(s) being wholly or in part, revoked, cancelled, or suspended, PROVIDER shall notify G4G without delay and G4G may terminate this Agreement or any relevant part thereof with immediate effect.
- Without affecting any other right or remedy available to it, either Party may terminate the Agreement at any time with immediate effect by giving notice to the other Party if the other party:
- commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified to do so; or
- becomes insolvent, makes a general assignment for the benefit of creditors, or commits an act of bankruptcy or if a petition in bankruptcy or for its re-organisation or the readjustment of its indebtedness be filed by or against it, provided the petition is found justified by the appropriate authority, or if a receiver, trustee or liquidator of all or substantially all of its property be appointed or applied for.
- Termination shall be without prejudice to any rights accruing to G4G in respect of any acts or omissions of PROVIDER resulting in such revocation, cancellation or suspension.
8. Intellectual Property
The Parties agree that the Hiking Programme and all copyright and other Intellectual Property associated therewith (including for the avoidance of doubt any personal data relating to each participant) is and will remain the property of G4G, and PROVIDER agrees not to use any of the same without G4G’s prior written approval.
9. Data Protection
PROVIDER acknowledges that G4G has a policy in relation to data protection. The policy is contained in Schedule III to this Agreement (“G4G’s GDPR Policy”). PROVIDER hereby agrees to provide the Services at all times in accordance with G4G’s GDPR Policy and to comply with it to the same extent that G4G is required to comply with it. To the extent that PROVIDER has access to any such data derived in the course of providing the Services, it shall at all times maintain such data securely and only use it as may be strictly required for the performance of the Services and not otherwise.
- Any notices given under the Agreement shall be in writing and signed by or on behalf of the Party giving it or by email and shall be served by delivering it personally, by email, or by sending it by pre-paid recorded delivery or registered post to the relevant Party at (in the case of PROVIDER its registered office for the time being and in the case of G4G its address in Dubai). Any such notice shall be deemed to have been received:
- if delivered personally, or by ‘delivery receipted’ email, at the time of delivery; and
- in the case of pre-paid recorded delivery or registered post, five business days from the date of posting.
- In proving such services, it shall be sufficient to adduce email confirmation or (as the case may be) to prove that the envelope containing such notice was addressed to the address of the relevant Party and delivered either to that address or into the custody of the postal authorities as a pre-paid recorded delivery or registered post.
11. Entire Agreement
The Agreement into which these Terms and Conditions are incorporated constitutes the entire agreement and understanding between G4G and PROVIDER and supersedes any previous agreement between them relating to the Hiking Programme.
Any waiver of any breach of any provision of this Agreement shall not, unless the terms of the waiver expressly provides otherwise, be construed as a waiver of any continuing or subsequent breach of such provisions or a modification of that provision.
If any term or provision of this Agreement is held to be illegal or unenforceable, in whole or in part, under any enactment or rule of law or regulatory provision, that term or provision shall to that extent be deemed not to form part of this Agreement but the enforceability of the remainder of this Agreement shall not be affected.
No variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of each of the Parties.
15. Third Party Rights
A person who is not a party to this Agreement may not enforce any of the terms contained within this Agreement.
Gulf for Good (“G4G”) is committed to operating in accordance with all applicable Data
Protection laws and regulations and in line with the highest standards of ethical conduct.
As such G4G is committed to the principles laid out in the European Union General Data
Protection Regulation, from herewith referred to as ‘GDPR’ and Federal Law No.5 of
2012 on Combatting Cyber Crimes (as amended by Federal Law No. 12 of 2016) in order
to create transparency regarding how personal data is used.
G4G is the “data controller” and is responsible for deciding how your personal data is
What is personal data?
Under Article 4, Chapter 1 of the GDPR, Personal Data is defined as being ‘any
information relating to an identified or identifiable natural person; an identifiable
natural person is one who can be identified, directly or indirectly, in particular by
reference to an identifier such as a name, an identification number, location data, an
online identifier or to one or more factors specific to the physical, physiological,
genetic, mental, economic, cultural or social identity of that natural person’.
What personal data we collect:
The personal data that is processed by G4G is: name, address, telephone, work
telephone, mobile phone/cell phone, email address, identity card/passport, area of
work, job title, and for service PROVIDERs and partners, your business details, key
performance indicators and track record, and “Sensitive Data”, being personal data
and health information (including any medical condition, health and sickness records)
relevant to your aptitude to travel and participate in challenges, hikes and tracks.
How we use Information about you:
We will only use your personal information when the law allows us to. Most commonly,
we will use your personal information in the following circumstances:
- Where we need to perform the contract, we have entered into with you (“Contractual Necessity”).
- Where we need to comply with a legal obligation (“Compliance with Law”).
- Where it is necessary for legitimate interests pursued by us or a third party and your interests and fundamental rights do not override those interests (“Legitimate Interest”).
We will only use your personal information for the purposes for which we collected it,
unless we reasonably consider that we need to use it for a related reason and that reason
is compatible with the original purpose. If we need to use your personal information for
an unrelated purpose, we will notify you and we will explain the legal basis which allows
us to do so.
Sensitive Data requires higher levels of protection. We may process Sensitive Data in the
- In limited circumstances, with your explicit written consent.
- Where we need to carry out our legal obligations or exercise rights in connection with employment with travel and fitness.
- Where it is needed in the public interest.
- Less commonly, we may process this type of information where it is needed in relation to legal claims or where it is needed to protect your interests (or someone else's interests) and you are not capable of giving your consent, or where you have already made the information public.
The situations in which we will process your Sensitive Data are listed below.
We will use information about your physical or mental health, or disability status (in the case of board team and operating team members), to ensure your health and safety in the workplace and to assess your fitness to work, to provide appropriate workplace adjustments, to monitor and manage sickness absence and to administer benefits including statutory maternity pay, statutory sick pay, health insurance and (in the case of challengers and hikers/trekkers) to assess your aptitude to travel and participate in challenges, hikes, treks and other fund raising activities. We need to process this information to exercise rights and perform obligations in connection with your employment and engagement with G4G’s activities.
How is your personal data collected?
We collect personal information about you through the registration process, directly
Disclosure to third parties
An individuals’ personal data will not be shared with a third party without prior consent
being given and no member of G4G staff will share any personal data with a third party
without your prior consent. This includes, but is not limited to name, address, and
contact details. G4G may have to share your personal data with the following third
- Professional Advisors: Accountants, auditors, lawyers, insurers, bankers, and other outside professional advisors.
- Service PROVIDERs: Companies that provide products and services to G4G such as marketing agencies, training agencies, travel agencies, ground handlers, claims handlers and loss adjustors.
- Public and Governmental Authorities: Entities that regulate or have jurisdiction over G4G such as regulatory authorities, public bodies, and judicial bodies, including to meet national security or law enforcement requirements.
- G4G Partners: Partners of G4G.
- Health Clinics
- Third Parties in Corporate Transactions: In connection with any proposed or actual ground handling service or joint venture
DATA PROTECTION PRINCIPLES
- comply with both data protection law and good practice
- respect individuals’ rights
- be open and honest with individuals whose data is held
- provide training and support for staff and volunteers who handle personal data, so that they can act confidently and consistently
Compliance with data protection law by G4G means that the personal data it holds must be:
- used lawfully, fairly and in a transparent way
- collected only for valid purposes that have clearly been explained to you and not used in any way that is incompatible with those purposes
- relevant to the purposes you have been told about and limited only to those purposes
- accurate and kept up to date
- kept only as long as necessary for the purposes you have been told you about
- and kept securely
G4G will seek to give individuals as much choice as is possible and reasonable over
what data is held and how it is used.
DATA STORAGE AND ACCESS
- All data and records are stored on cloud based platforms and secure desktops of G4G staff.
- Workers and sub-contractors of G4G will not store any personal data or records on personal desktop.
- Certain folders within the server are protected and only accessible by approved users. Data will be held securely for up to five years before being destroyed
G4G will provide a free copy of all information held on an individual in a structured,
commonly used and machine-readable format for onward transmission within a
period of thirty days upon request so that they are aware of and can verify the
lawfulness of processing. When a request is manifestly unfounded, excessive or
repetitive, G4G reserves the right to charge a reasonable fee based on the
administrative cost of providing the information.
When a request is received, G4G will use reasonable means to verify the identity of
the individual making the request.
G4G respects the rights of individuals to be forgotten as laid down under Article 17
the GDPR. Therefore, the organization agrees to delete any and all personal data
upon request without undue delay and, at the latest, within one month of receipt.
In addition to your right to request access to your personal data and the right to be
forgotten, you also have the right, in certain circumstances, to request a correction of
inaccurate personal data, to restrict the processing of your personal data, and to object
to automated decision- making or to the processing of your personal data where we are
relying on a legitimate interest, and to request the transfer of your personal data to
another party. If you wish to exercise any of these rights, please contact our Data
Privacy Officer at [email protected]. Please note that certain
personal data may be exempt from such access, correction, erasure, restriction and
portability requests in accordance with applicable data protection laws or other laws
and regulations. You also can file a complaint with your local data protection
G4G shall ensure that personal data is stored securely. Access to personal data shall be
limited to personnel who need access and appropriate security should be in place to
avoid unauthorised sharing of information.
When personal data is deleted this should be done safely such that the data is
In the event of a breach of data, any breach of data will be reported and investigated.
In the event of a data breach G4G will seek to ensure that notification is passed to the
appropriate authorities within 72 hours of a breach being detected.
TRANSFER AND PROCESSING OF PERSONAL DATA OUTSIDE THE EEA
Many of G4G’s operations and external third parties are based outside the European
Economic Area (“EEA”) so the processing of your personal data will involve a transfer
of data to countries based outside of the EEA.
We endeavour to ensure that people to whom we provide personal data hold it subject to
appropriate safeguards and controls. Whenever we transfer your personal data out of the
EEA, we ensure a similar degree of protection is afforded to it by ensuring at least one
of the following safeguards is implemented:
- We may transfer your personal data to countries that have been deemed to provide an adequate level of protection for personal data by the European Commission. For further details, see European Commission: Adequacy of the protection of Personal Data in non-EU countries.
- Where we use service PROVIDERs outside of the EEA, we may use specific contracts approved by the European Commission, which give personal data the same protection it has in the EEA. For further details, see European Commission: Model contracts for the transfer of Personal Data to third countries.
- Where we use service, PROVIDERs based in the U.S., we may transfer data to them if they are part of the Privacy Shield, which requires them to provide similar protection to personal data shared between the EEA and the U.S. For further details, see European Commission: EU- U.S. Privacy Shield.
Automated decision-making takes place when an electronic system uses personal
information to make a decision without human intervention. G4G is allowed to use
automated decision-making in the following circumstances:
- Where we have notified you of the decision and given you 21 days to request a reconsideration.
- Where it is necessary to perform the contract with you and appropriate measures are in place to safeguard your rights.
- In limited circumstances, with your explicit written consent and where appropriate measures are in place to safeguard your rights.
- If we make an automated decision on the basis of any particularly sensitive personal information, we must have either your explicit written consent or it must be justified in the public interest, and we must also put in place appropriate measures to safeguard your rights.