Terms & Conditions

For the purposes of this Agreement, the following terms have the meanings set out below:

• "IOR Services" — The Importer of Record services provided by IOR UAE, whereby IOR UAE acts as the legal importing entity on behalf of the Client in a destination country, assuming customs registration, duty payment, and regulatory compliance obligations for the duration of the import transaction.
• "EOR Services"— The Exporter of Record services provided by IOR UAE, whereby IOR UAE acts as the legal exporting entity on behalf of the Client from an origin country, managing export licensing, classification, and documentation.
• "Shipment" — Any consignment of goods for which the Client has requested IOR or EOR Services.
• "Customs Authority" — Any governmental body responsible for regulating the import or export of goods in the relevant jurisdiction, including but not limited to the UAE Federal Customs Authority, the Egyptian Customs Authority, and the Saudi Zakat, Tax and Customs Authority (ZATCA).
• "Duties & Taxes" — All import duties, value added taxes, customs fees, inspection charges, and any other fiscal obligations levied by a Customs Authority in connection with a Shipment.
• "Regulated Goods" — Any goods subject to special import/export licensing, certification, or approval requirements, including but not limited to technology hardware, telecommunications equipment, medical devices, laboratory equipment, and industrial electronics.
• "Sanctions" — Any trade restrictions, embargoes, or prohibitions imposed by the United Nations, the Arab League, the UAE, Egypt, Saudi Arabia, the United States (OFAC), the European Union, or the United Kingdom.
• "Service Agreement" — Any written or electronic proposal, quotation, scope of work, or service confirmation issued by IOR UAE and accepted by the Client, which supplements and forms part of this Agreement.
• "Confidential Information" — Any non-public business, technical, financial, or operational information disclosed by either party to the other in connection with the services, including shipment data, pricing, client lists, and compliance strategies.

IOR UAE provides trade compliance and IOR/EOR services exclusively for Regulated Goods in the technology, IT, telecommunications, medical, and industrial electronics sectors. Our services are strictly business-to-business (B2B) and are not available to private individuals importing goods for personal use.

IOR UAE's role is limited to acting as the legal entity of record for customs and import/export compliance purposes. IOR UAE does not operate as a freight forwarder, shipping agent, or logistics provider, and assumes no responsibility for the physical transportation, warehousing, or delivery of goods unless expressly agreed in a separate written Service Agreement.

The specific scope, pricing, timelines, and market coverage applicable to each engagement will be defined in the relevant Service Agreement. In the event of any conflict between this Agreement and a Service Agreement, the terms of the Service Agreement shall prevail with respect to that specific engagement.

Specialist scope: IOR UAE operates exclusively within the IT, Telecom, Medical, and Industrial Electronics sectors. Requests for IOR services outside these product categories may be declined at IOR UAE's sole discretion.

The Client acknowledges that IOR UAE's ability to perform its services lawfully and effectively depends entirely on the accuracy, completeness, and timeliness of information provided by the Client. Accordingly, the Client agrees to:

• Provide accurate and complete product descriptions, Harmonized System (HS) codes, declared values, country of origin, end-user details, and any other information required for customs declaration purposes, prior to the commencement of each Shipment.
• Ensure that all goods submitted for IOR Services are lawfully manufactured, legally owned, and eligible for import into the destination country under applicable law.
• Promptly notify IOR UAE of any changes to product specifications, regulatory status, or end-user information that may affect the compliance of a Shipment.
• Obtain and provide all necessary export licenses, product certifications, conformity certificates, and regulatory approvals required for the goods in both the country of origin and the destination country, unless IOR UAE has expressly agreed in writing to obtain these on the Client's behalf.
• Ensure that no Shipment contains goods that are subject to Sanctions, prohibited under the laws of the destination country, or classified as dual-use items without the appropriate licensing in place.
• Pay all applicable Duties & Taxes, service fees, and disbursements in accordance with the payment terms set out in the Service Agreement.
• Cooperate fully and promptly with any Customs Authority inquiry, inspection, or audit related to a Shipment, and provide IOR UAE with all information and documentation reasonably required to respond to such inquiries.

Note: IOR UAE reserves the right to suspend or decline any Shipment where the Client has not fulfilled the above obligations, without liability to the Client for any resulting delays or losses.

IOR UAE agrees to:

• Act as the legal Importer or Exporter of Record for each Shipment as agreed in the relevant Service Agreement, in accordance with the applicable laws and regulations of the destination or origin country.
• Use reasonable professional skill and care in preparing, submitting, and managing customs declarations and compliance documentation on behalf of the Client.
• Maintain the necessary registrations, licenses, and authorizations required to act as Importer of Record in the jurisdictions in which it operates.
• Promptly notify the Client of any customs queries, holds, inspections, or regulatory issues affecting a Shipment and work in good faith to resolve them.
• Treat all Client data, shipment information, and commercial documentation as confidential in accordance with Section 9 of this Agreement.
• Comply with all applicable laws and regulations in the jurisdictions in which it operates, including Egyptian law, UAE Federal law, and Saudi ZATCA requirements as applicable to each engagement.
• Provide the Client with accurate and timely updates on the status of each Shipment, including customs clearance progress and any delays or exceptions.

All Duties & Taxes levied by a Customs Authority in connection with a Shipment are the sole responsibility of the Client. IOR UAE may, at its discretion, advance payment of Duties & Taxes on the Client's behalf as part of the service, in which case the Client shall reimburse IOR UAE in full within the timeframe specified in the Service Agreement.

Service fees are payable in accordance with the payment terms set out in the relevant Service Agreement. IOR UAE reserves the right to suspend services and withhold customs documentation for any Client with outstanding unpaid invoices beyond the agreed payment terms, without liability for any resulting delays or losses.

In the event of a customs reassessment or post-clearance audit resulting in additional Duties & Taxes being levied after clearance, the Client shall be solely responsible for all additional amounts assessed, together with any associated penalties or interest charges.

All fees are quoted exclusive of applicable taxes unless otherwise stated. IOR UAE reserves the right to adjust its service fees upon 30 days' written notice to the Client to reflect changes in regulatory requirements, currency fluctuations, or operational costs in the relevant jurisdiction.

• Base Currency — Unless otherwise specified in the Service Agreement, all service fees and reimbursements are quoted and payable in United States Dollars (USD).
• Exchange Rate Risk — Where IOR UAE advances Duties & Taxes in a local currency on behalf of the Client, the Client shall reimburse IOR UAE at the exchange rate applicable on the date of the invoice plus a 2.5% administrative conversion fee to cover currency volatility and bank charges.

The Client warrants that no Shipment submitted to IOR UAE for processing involves goods, parties, or destinations that are subject to Sanctions. The Client accepts full responsibility for conducting its own sanctions screening prior to engaging IOR UAE's services.

IOR UAE reserves the right, without liability to the Client, to immediately suspend or terminate its services in respect of any Shipment where IOR UAE has reasonable grounds to believe that the Shipment may involve sanctioned goods, sanctioned parties, prohibited end-uses, or a violation of applicable trade controls.

Where a Shipment is held, seized, or investigated by a Customs Authority or regulatory body in connection with a suspected Sanctions violation, the Client shall bear all costs, penalties, and legal fees arising from such action, and shall fully indemnify IOR UAE against any resulting liability.

Compliance commitment: IOR UAE operates in compliance with UAE Federal trade control regulations, Egyptian customs law, Saudi ZATCA requirements, and applicable international sanctions regimes. Compliance with these frameworks is a non-negotiable condition of every engagement.

IOR UAE specializes in the importation of Regulated Goods, including IT hardware, data center equipment, telecommunications and networking infrastructure, medical and laboratory equipment, and industrial electronics. The Client acknowledges that such goods are subject to heightened regulatory requirements in the UAE, Egypt, and KSA, and agrees to cooperate fully with IOR UAE in obtaining and maintaining all required product approvals, type approvals, conformity certifications, and import licenses.

Where a Shipment is delayed, held, or refused entry by a Customs Authority due to missing or non-compliant product certifications, IOR UAE shall not be liable for any resulting losses. All costs associated with obtaining missing certifications, re-exporting non-compliant goods, or resolving regulatory deficiencies shall be borne exclusively by the Client.

IOR UAE reserves the right to request additional documentation or information at any stage of a Shipment where it determines that the regulatory requirements of the destination country have not been fully met. The Client must respond to such requests promptly and in good faith.

• Customs Holds & Demurrage — If a Shipment is held, delayed, or refused clearance due to the Client's failure to provide accurate documentation or certifications, the Client shall be solely responsible for all resulting costs, including but not limited to port storage fees, demurrage, and detention charges.
• Unclaimed Goods / Customs Hold — If a Shipment is held at a port for more than thirty (30) days due to the Client's failure to provide the required certifications or instructions, the Client shall be responsible for all daily storage and demurrage fees accruing from the date of the hold. After sixty (60) days without resolution, the goods shall be considered abandoned.
• Abandonment — If the Client fails to resolve a customs hold or provide necessary instructions within thirty (30) days of written notification from IOR UAE, IOR UAE reserves the right to treat the goods as abandoned. Any costs associated with the disposal, destruction, or re-export of such goods shall be borne exclusively by the Client.

Each party agrees to keep the other's Confidential Information strictly confidential and to use it solely for the purpose of performing its obligations under this Agreement. Neither party shall disclose the other's Confidential Information to any third party without prior written consent, except where disclosure is required by law, court order, or a Customs Authority.

IOR UAE shall ensure that any third-party service providers or subcontractors who have access to the Client's Confidential Information are bound by confidentiality obligations no less stringent than those set out in this Agreement.

The confidentiality obligations in this section shall survive the termination or expiry of this Agreement for a period of three (3) years.

Note: Confidentiality obligations do not apply to information that is or becomes publicly available through no fault of the receiving party, or that the receiving party can demonstrate was independently developed without reference to the disclosing party's Confidential Information.

All intellectual property rights in IOR UAE's website, service materials, compliance frameworks, documentation templates, and operational methodologies are and shall remain the exclusive property of IOR UAE. Nothing in this Agreement grants the Client any right, license, or interest in IOR UAE's intellectual property.

The Client grants IOR UAE a limited, non-exclusive license to use the Client's trade names, logos, and shipment documentation solely to the extent necessary to perform the IOR Services. This license terminates automatically upon the conclusion of the relevant Service Agreement.

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement where such delay or failure results from circumstances beyond that party's reasonable control. Force majeure events applicable to IOR UAE's operations include, but are not limited to:

• Port closures, customs system outages, or suspension of border operations in UAE, Egypt, or KSA.
• Geopolitical events, armed conflict, civil unrest, or government-imposed trade restrictions affecting the Suez Canal corridor or regional trade routes.
• Natural disasters, pandemics, or public health emergencies declared by a competent authority.
• Changes in law, regulation, or government policy that materially affect the ability of IOR UAE to perform its services.
• Cyber attacks, infrastructure failures, or third-party system outages affecting customs processing platforms.

The affected party shall notify the other party in writing as soon as practicable upon becoming aware of a force majeure event, and shall use reasonable efforts to mitigate the impact and resume performance as soon as possible. If a force majeure event continues for more than sixty (60) days, either party may terminate the affected Service Agreement without liability by providing written notice.

This Agreement comes into force on the date the Client first engages IOR UAE's services or accepts a Service Agreement, and shall remain in force until terminated in accordance with this section.

Termination for Convenience

Either party may terminate this Agreement or any Service Agreement by providing thirty (30) days' written notice to the other party. Any Shipments already in progress at the time of notice shall be completed in accordance with the existing terms unless otherwise agreed in writing.

Termination for Cause

IOR UAE may terminate this Agreement or any Service Agreement with immediate effect, without notice or liability, in any of the following circumstances:

• The Client materially breaches any obligation under this Agreement and fails to remedy such breach within fourteen (14) days of written notice.
• The Client provides false, misleading, or fraudulent information in connection with any Shipment.
• A Shipment is found to involve sanctioned goods, prohibited items, or a violation of applicable trade controls.
• The Client becomes insolvent, enters into administration, or is subject to any analogous insolvency proceedings.
• Continued performance of the services would expose IOR UAE to legal, regulatory, or reputational risk.

Effect of Termination

Upon termination, all outstanding fees, Duties & Taxes, and reimbursements owed to IOR UAE shall become immediately payable. IOR UAE shall retain all documentation and records required by applicable law, and shall return or securely destroy the Client's Confidential Information in accordance with Section 9.

In the event of any dispute, claim, or disagreement arising out of or in connection with this Agreement, the parties agree to attempt to resolve the matter through good faith negotiation within thirty (30) days of one party notifying the other of the dispute in writing.

If the dispute is not resolved through negotiation within thirty (30) days, either party may refer the matter to mediation administered by a mutually agreed mediator in Egypt. The costs of mediation shall be shared equally between the parties.

If mediation fails to produce a resolution within sixty (60) days of referral, the dispute shall be referred to and finally resolved by the competent courts of the Arab Republic of Egypt in accordance with Egyptian law, as set out in Section 14.

Continuity: The existence of a dispute shall not entitle either party to suspend performance of its obligations under this Agreement unless expressly permitted by applicable law or agreed in writing by both parties.

• Entire Agreement — This Agreement, together with all Service Agreements entered into under it, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, representations, and understandings.
• Amendments — No amendment to this Agreement shall be valid unless made in writing and signed by authorized representatives of both parties. IOR UAE reserves the right to update these Terms and Conditions, with changes taking effect upon 30 days' written notice to the Client.
• Severability — If any provision of this Agreement is found to be invalid, illegal, or unenforceable under applicable law, that provision shall be deemed modified to the minimum extent necessary to make it enforceable. All remaining provisions shall continue in full force and effect.
• Waiver — No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. A waiver of any breach shall not be construed as a waiver of any subsequent breach.
• Assignment — The Client may not assign or transfer any of its rights or obligations under this Agreement without IOR UAE's prior written consent. IOR UAE may assign this Agreement to an affiliate or successor entity upon written notice to the Client.
• No Partnership — Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties. Each party acts as an independent contractor.
• Language — This Agreement is executed in the English language. In the event of any conflict between an English version and any translation, the English version shall prevail.
• Electronic Execution — This Agreement may be executed electronically. Digital signatures, electronic acceptances, and email confirmations carry the same legal weight as a physical signature and shall be deemed valid and binding on the parties.
• Notices — All formal notices under this Agreement shall be in writing and delivered by email with read receipt, or by registered post to the addresses set out in Section 16. Notices shall be deemed received on the date of confirmed delivery.

For all legal notices, contractual communications, or service inquiries under this Agreement, please contact IOR UAE through the following channels:

IOR UAE — Legal & Compliance IOR HUB TRADING L.L.C Operating from UAE · Egypt · KSA