Terms and Conditions

TABLE OF CONTENTS:

Article 1 - Definitions

Article 2 - Identity of the Agency

Article 3 - Applicability

Article 4 - Onboarding & Scope of Services

Article 5 - Formation of the Contract

Article 6 - Obligations of the Client

Article 7 - Fees, Expenses & Payment

Article 8 - Performance, Revisions & Change Requests

Article 9 - Intellectual Property

Article 10 - Confidentiality & Data Protection

Article 11 - Term & Termination

Article 12 - Limitation of Liability & Indemnity

Article 13 - Force Majeure

Article 14 - Complaints Procedure

Article 15 - Governing Law & Dispute Resolution

Article 16 - Miscellaneous Provisions

ARTICLE 1 - DEFINITIONS

“Ads Platforms” – Pinterest Ads, TikTok Ads, Meta Ads (Facebook/Instagram) and Google Ads (incl. YouTube, Display, Search, Performance Max).

“Agreement” – The legally binding contract formed under Art. 5 between Agency and Client, consisting of these T&Cs plus the DocuSign‑executed contract or any statement of work (“Contract”).

“Client” – The company or individual that purchases Services from the Agency.

“Deliverables” – Media plans, ad copies, creatives, pixels, tags, reports or any other output expressly described in the Contract.

“Services” – Strategy, set‑up, management and optimisation of advertising campaigns on the Ads Platforms, together with ancillary consulting, analytics and reporting.

“Working Day” – Monday‑Friday, 9:00‑18:00 (Gulf Standard Time), excluding UAE public holidays.

ARTICLE 2 - IDENTITY OF THE AGENCY

DAA Media Solutions - FZCO

IFZA Business Park, DDP A1, Dubai Silicon Oasis

Dubai, United Arab Emirates

E‑mail: info@daamediasolutions.ae

ARTICLE 3 - APPLICABILITY

1. These Terms apply to every offer and Agreement for digital‑advertising Services supplied by the Agency.

2. Deviations are binding only if agreed in writing and signed by both parties.

3. Client’s own purchase terms are expressly rejected unless the Agency accepts them in writing.

ARTICLE 4 - ONBOARDING & SCOPE OF SERVICES

1. Following an onboarding call, the Agency issues a Contract for electronic signature via DocuSign; the Contract remains open for signature for 30 days unless stated otherwise.

2. Each Contract describes the Services, Deliverables, timelines, media budgets and Agency fees. Anything not listed is outside scope and may require a Change Request (Art. 8.3).

3. Strategies and forecasts are based on information supplied by Client; Agency does not guarantee a particular ROI, sales volume or ranking.

ARTICLE 5 - FORMATION OF THE CONTRACT

1. The Agreement is formed when the Client signs the Contract via DocuSign and the Agency confirms acceptance in writing or commences work.

2. If Services commence before formal signature at Client’s request, these Terms still govern the relationship.

ARTICLE 6 - OBLIGATIONS OF THE CLIENT

1. Client shall provide timely access to advertising accounts, websites, product feeds, tracking pixels, brand guidelines, creative assets and approvals.

2. Media spend is either (a) paid directly by Client to the Ads Platforms or (b) advanced by the Agency and re‑billed at cost to Client, as set out in the Contract.

3. Client warrants that all supplied creatives, landing pages and products comply with platform policies and law, and do not infringe third‑party rights.

4. Client designates a single point‑of‑contact empowered to give approvals and feedback within agreed timelines; delays may shift delivery dates.

ARTICLE 7 - FEES, EXPENSES & PAYMENT

1. Fees are a fixed monthly retainer, a percentage of media spend, or a hybrid, as stated in the Contract.

2. Invoices are issued weekly; retainers in advance, percentage‑of‑spend fees in arrears.

3. Payment is due within 7 days. Late payments accrue 1 % interest per month plus reasonable collection costs.

4. Fees are exclusive of UAE VAT and any withholding or sales taxes.

ARTICLE 8 - PERFORMANCE, REVISIONS & CHANGE REQUESTS

1. Agency will use commercially reasonable skill and care but does not warrant uninterrupted platform access or specific advertising results.

2. Two rounds of minor creative/copy revisions are included; further changes are chargeable unless caused by Agency error.

3. Material variations require a written Change Request and may involve additional fees and timelines.

ARTICLE 9 - INTELLECTUAL PROPERTY

1. Each party retains ownership of its pre‑existing materials.

2. Upon full payment, Client receives a worldwide, non‑exclusive, royalty‑free licence to use the Deliverables for its own marketing.

3. Agency may display non‑confidential Deliverables and performance metrics in its portfolio unless Client objects in writing.

ARTICLE 10 - CONFIDENTIALITY & DATA PROTECTION

1. All non‑public information exchanged is confidential and shall be used solely for performing the Agreement.

2. Each party will implement reasonable measures to protect Personal Data and comply with applicable privacy laws.

ARTICLE 11 - TERM & TERMINATION

1. The Agreement has a minimum initial term of three (3) months commencing on the Start Date stated in the Contract.

2. After the minimum term, either party may terminate the Agreement for convenience by giving thirty (30) days’ written notice to the other.

3. Either party may terminate immediately for uncured material breach or insolvency.

4. On termination: unpaid invoices (plus pro‑rated fees) become due; Agency will transfer account access and finished Deliverables; surviving clauses remain in force.

ARTICLE 12 - LIMITATION OF LIABILITY & INDEMNITY

1. Agency’s aggregate liability is limited to the total fees paid by Client in the three months preceding the event.

2. No party is liable for indirect or consequential damages, loss of profit, revenue, goodwill or data.

3. Client indemnifies Agency against third‑party claims arising from Client‑supplied content, unlawful products or breach of platform policies.

ARTICLE 13 - FORCE MAJEURE

Neither party is liable for delay or failure caused by events beyond its reasonable control, including platform outages, war, pandemic, governmental restrictions or utility disruption.

ARTICLE 14 - COMPLAINTS PROCEDURE

1. Complaints must be submitted in writing within 10 Working Days of the event or report date.

2. Agency will acknowledge within 3 Working Days and aim to resolve within 15 Working Days.

ARTICLE 15 - GOVERNING LAW & DISPUTE RESOLUTION

1. The Agreement is governed by the laws of the Dubai International Financial Centre (DIFC), UAE.

2. Disputes not resolved amicably within 30 days shall be settled by arbitration under the DIFC‑LCIA Rules by one arbitrator; seat DIFC; language English.

ARTICLE 16 - MISCELLANEOUS PROVISIONS

1. Agency acts as an independent contractor; nothing creates an employment, partnership or joint‑venture relationship.

2. These T&Cs and the Contract constitute the entire agreement and supersede all prior discussions.

3. If any provision is held invalid, the remainder remains enforceable.

4. Neither party may assign the Agreement without written consent, except to an affiliate or successor.

5. Notices must be in writing and delivered by hand, courier or e‑mail with delivery confirmation.