General Terms and Conditions

1.1 Service Delivery

The Consultant shall provide marketing consulting services as specified in individual service agreements, proposals, quotations, or statements of work ("SOW"). The specific scope, deliverables, timelines, and fees shall be outlined in the applicable SOW or Quotation.

1.2 Professional Standards

All services shall be performed in a professional manner consistent with industry standards and best practices in marketing consulting.

1.3 Exclusions

Unless explicitly stated in the SOW, the following are excluded from the scope of services:

• Social media implementation and ongoing management
• Photography and videography services
• Printing and production services
• Advertising media buying and placement costs
• Third-party vendor quotations and procurement
• Software subscriptions (including but not limited to Odoo, CRM platforms, marketing automation tools)
• Travel and accommodation expenses
• Translation services
• Market research fieldwork and data collection

2.1 Engagement Term

Each engagement shall commence on the start date specified in the SOW and continue for the duration specified therein unless earlier terminated in accordance with these Terms.

2.2 Termination for Convenience

Either party may terminate the engagement with thirty (30) days' written notice to the other party.

2.3 Termination for Cause

Either party may terminate the engagement with fifteen (15) days' written notice for material breach, provided the breaching party fails to cure such breach within the notice period.

2.4 Early Termination Fee

If Client terminates the engagement before completion without cause, Client shall pay an early termination fee equal to fifty percent (50%) of the remaining contract value, in addition to payment for all services rendered through the termination date.

2.5 Obligations Upon Termination

Upon termination, Client shall:

• Pay all outstanding invoices for services rendered
• Pay the applicable early termination fee if terminating without cause
• Return all Consultant property and materials

3.1 Invoicing

Invoices shall be issued according to the payment schedule specified in the SOW or Quotation. Unless otherwise stated, invoices are payable on the first day of each month for monthly retainer arrangements, or upon achievement of specified milestones for project-based engagements.

3.2 Payment Due Date

All invoices are due and payable within fifteen (15) days of the invoice date unless otherwise specified in the SOW.

3.3 Late Payment

• A late payment fee of two percent (2%) per month shall be applied to all overdue amounts
• Services may be suspended if payment is fifteen (15) or more days overdue
• Consultant reserves the right to terminate the engagement if payment is thirty (30) or more days overdue

3.4 Taxes

All fees are exclusive of applicable taxes, duties, or levies. Client is responsible for payment of all taxes except those based on Consultant's income.

3.5 Currency

Unless otherwise specified, all fees are quoted and payable in UAE Dirhams (AED) or US Dollars (USD) as indicated in the SOW or quotation.

4.1 Pre-Existing Intellectual Property

Each party retains full ownership of all intellectual property existing prior to the engagement, including but not limited to:

• Consultant's proprietary methodologies, frameworks, tools, templates, and processes
• Client's existing brand assets, content, and materials
• Third-party intellectual property licensed to either party

4.2 Developed Intellectual Property

• Consultant retains ownership of all methodologies, frameworks, analytical tools, templates, and strategic approaches developed during the engagement
• Client receives a perpetual, non-exclusive, non-transferable license to use deliverables created specifically for Client's business purposes
• Deliverables include reports, strategies, presentations, and other work product created specifically for Client as outlined in the SOW or quotation

4.3 Portfolio Rights

Consultant may showcase work performed for Client in its portfolio, case studies, and marketing materials, provided that confidential information is redacted and Client's prior written approval is obtained for any use beyond general reference.

4.4 Third-Party Materials

Any third-party intellectual property incorporated into deliverables remains the property of its respective owners. Client is responsible for obtaining necessary licenses or permissions for continued use of such materials.

5.1 Confidential Information

"Confidential Information" means all non-public information disclosed by either party, including but not limited to business plans, financial information, customer data, trade secrets, marketing strategies, and proprietary methodologies.

5.2 Obligations

Each party agrees to:

• Maintain the confidentiality of the other party's Confidential Information
• Use Confidential Information solely for the purpose of performing obligations under the engagement
• Restrict disclosure to employees, contractors, and advisors who have a need to know
• Implement reasonable security measures to protect Confidential Information

5.3 Exclusions

Confidential Information does not include information that:

• Is or becomes publicly available through no breach of these Terms
• Was rightfully in the receiving party's possession prior to disclosure
• Is independently developed without use of Confidential Information
• Is required to be disclosed by law or court order (with prior notice to disclosing party where permitted)

5.4 Duration

Confidentiality obligations shall survive termination of the engagement for a period of three (3) years.

6.1 Consultant Warranties

Consultant represents and warrants that:

• It has the right and authority to enter into this agreement
• Services shall be performed in a professional and workmanlike manner
• Services shall be performed in compliance with applicable laws and regulations
• It has appropriate qualifications, expertise, and resources to perform the services

6.2 Client Warranties

Client represents and warrants that:

• It has the right and authority to enter into this agreement
• It owns or has the right to use all materials, information, and content provided to Consultant
• It shall provide accurate, complete, and timely information as reasonably requested by Consultant
• It shall provide timely feedback and approvals necessary for Consultant to perform services

6.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, CONSULTANT MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. CONSULTANT DOES NOT GUARANTEE SPECIFIC RESULTS OR OUTCOMES FROM SERVICES PROVIDED.

7.1 Liability Cap

Consultant's total aggregate liability for any claims arising out of or related to the engagement, whether in contract, tort, or otherwise, shall not exceed the total fees paid by Client to Consultant in the twelve (12) months preceding the claim.

7.2 Excluded Damages

IN NO EVENT SHALL CONSULTANT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF DATA, OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.3 Third-Party Vendors

• Consultant may recommend third-party vendors but makes no warranties regarding their performance, quality, or deliverables
• Client contracts directly with all third-party vendors and assumes all risk related to vendor selection, performance, and deliverables
• Consultant's liability is limited to the quality and completeness of briefs, specifications, and requirements provided to vendors, not to vendor execution or performance
• Consultant is not responsible for delays, defects, or failures caused by third-party vendors

7.4 Client Responsibilities

Consultant is not liable for failures or delays resulting from:

• Client's failure to provide timely information, feedback, or approvals
• Client's failure to implement recommendations
• Changes in market conditions, consumer behavior, or competitive landscape
• Third-party actions or omissions

8.1 Client Indemnification

Client shall indemnify, defend, and hold harmless Consultant from any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

• Client's breach of these Terms
• Client's use of deliverables in a manner not authorized by these Terms
• Infringement of third-party rights by Client-provided materials
• Client's business operations, products, or services

8.2 Consultant Indemnification

Consultant shall indemnify, defend, and hold harmless Client from any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

• Consultant's gross negligence or willful misconduct
• Infringement of third-party intellectual property rights by Consultant's original work product

9.1 Status

Consultant is an independent contractor and not an employee, partner, or agent of Client. Nothing in these Terms creates an employment, partnership, joint venture, or agency relationship.

9.2 Responsibilities

As an independent contractor:

• Consultant is solely responsible for all taxes, social insurance, and statutory contributions
• Consultant is not entitled to employee benefits
• Consultant maintains the right to work with other clients
• Consultant controls the methods and means of performing services

10.1 Excused Performance

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond its reasonable control, including but not limited to:

• Acts of God, natural disasters, pandemics, or epidemics
• War, terrorism, civil unrest, or government actions
• Labor disputes or strikes
• Utility failures or internet outages
• Supplier or vendor failures

10.2 Notification

The affected party shall promptly notify the other party of the force majeure event and its expected duration.

10.3 Termination Right

If a force majeure event continues for more than thirty (30) days, either party may terminate the engagement without penalty upon written notice.

11.1 Good Faith Negotiations

The parties agree to attempt to resolve any disputes through good faith negotiations for a period of thirty (30) days before pursuing formal legal proceedings.

11.2 Governing Law

These Terms and all engagements shall be governed by and construed in accordance with the laws of the United Arab Emirates, without regard to conflict of law principles.

11.3 Jurisdiction

The parties submit to the exclusive jurisdiction of the courts of Dubai, United Arab Emirates for resolution of any disputes arising out of or related to these Terms or any engagement.

11.4 Arbitration

As an alternative to litigation, parties may mutually agree to submit disputes to binding arbitration in Dubai under the rules of the Dubai International Arbitration Centre (DIAC).

12.1 Compliance

Both parties agree to comply with all applicable data protection and privacy laws and regulations, including but not limited to UAE Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data.

12.2 Personal Data Processing

Where Consultant processes personal data on behalf of Client:

• Consultant shall process personal data only as instructed by Client
• Consultant shall implement appropriate technical and organizational security measures
• Consultant shall transfer personal data outside the UAE without Client's prior written consent
• Consultant shall assist Client with data subject requests and compliance obligations

12.3 Data Retention

Upon termination, Consultant shall, at Client's option, either return or securely destroy all personal data unless required by law to retain such data.

13.1 Entire Agreement

These Terms, together with any SOW or quotation or contract and other documents expressly incorporated by reference, constitute the entire agreement between the parties and supersede all prior discussions, negotiations, and agreements, whether written or oral.

13.2 Amendments

Any modifications or amendments to these Terms must be made in writing and signed by authorized representatives of both parties. No course of dealing or usage of trade shall modify these Terms.

13.3 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

13.4 Waiver

No waiver of any provision of these Terms shall be deemed or shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.

13.5 Assignment

Neither party may assign, transfer, or delegate its rights or obligations under these Terms without the prior written consent of the other party. Any attempted assignment in violation of this provision shall be void.

13.6 Notices

All notices required or permitted under these Terms shall be in writing and delivered by:

• Email to the addresses specified in the SOW or quotation
• Registered mail to the addresses specified in the SOW or quotation
• Hand delivery with acknowledgment of receipt

Notices shall be deemed delivered upon receipt or, in the case of email, upon confirmation of transmission.

13.7 Survival

The following provisions shall survive termination or expiration of the engagement: Payment obligations, Intellectual Property Rights, Confidentiality, Limitation of Liability, Indemnification, Dispute Resolution, and any other provisions that by their nature should survive.

13.8 Counterparts

These Terms and any SOW or quotation may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall have the same force and effect as original signatures.

13.9 Language

These Terms are executed in English. In the event of any translation, the English version shall prevail in case of any discrepancy or dispute regarding interpretation.

13.10 Third-Party Beneficiaries

These Terms are solely for the benefit of the parties and do not create any rights or benefits for any third parties.

By executing a service agreement, statement of work, or proposal or quotation that references these General Terms a