for Online Marketing, Creative, Digital and Consulting Services
These Terms & Conditions (“Terms”) govern the conclusion, content, performance and enforcement of contracts between:
Exit Society One (FZE), License No. SC251042701, with registered office at VL14 091, Block C, United Arab Emirates, represented by Thyron Litz
(“Supplier”, “we”, “us”, “our”)
and
the customer, client, purchaser, contracting party or recipient of our quotation, proposal, invoice, services, products or deliverables
(“Client”, “you”, “your”).
1.1 These Terms govern the conclusion, content and performance of contracts relating to online marketing, digital marketing, social media marketing, paid advertising, brand strategy, funnel development, content creation, creative direction, consulting, design, campaign execution, website-related marketing services and related digital services provided by the Supplier.
1.2 These Terms apply to all quotations, proposals, service agreements, statements of work, invoices, offers, order confirmations and related commercial dealings of the Supplier unless expressly agreed otherwise in writing.
1.3 By accepting a written quotation, proposal, invoice, order confirmation, service commencement or delivery from the Supplier, the Client agrees to be bound by these Terms.
1.4 Any deviation from these Terms shall only be valid if expressly agreed in writing by the Supplier.
1.5 Any conflicting or deviating terms of the Client shall not apply unless expressly accepted in writing by the Supplier.
2.1 Unless expressly stated otherwise, quotations, proposals, pitches and presentations are non-binding and free of charge.
2.2 Offers are prepared based on the information, brief, instructions, goals, timelines and scope provided by the Client.
2.3 VAT, if applicable, shall be shown separately in quotations and invoices in accordance with applicable UAE law.
2.4 Unless otherwise stated, an offer remains valid for thirty (30) calendar days from the date of issue.
2.5 The Supplier reserves the right to correct typographical, clerical, computational or technical errors in any offer or proposal.
3.1 The Supplier shall deploy appropriately qualified employees, contractors, freelancers or specialists to perform the contracted services.
3.2 The Supplier may assign internal or external personnel at its discretion, provided this does not materially reduce service quality.
3.3 The Client may communicate reasonable requirements regarding access, internal approval processes, branding rules or compliance obligations, and the Supplier shall use reasonable efforts to comply where practical.
3.4 The Supplier remains solely responsible for the management, supervision, payment and legal compliance of its own personnel.
4.1 The Supplier may engage subcontractors, freelancers, media buyers, editors, developers, designers, hosting providers, software platforms, ad platforms, analytics providers or other third parties where necessary for the performance of the contract.
4.2 The Supplier remains responsible for the contractual performance of the services rendered through such third parties, subject to these Terms.
4.3 The Supplier shall use reasonable efforts to ensure that confidentiality and data protection obligations are also imposed on relevant third parties where applicable.
5.1 Each party shall comply with all laws and regulations applicable to it in connection with the contract.
5.2 The Supplier shall be solely responsible for compliance with labour, tax, immigration, licensing, insurance and other obligations relating to its own business and personnel.
5.3 The Client is responsible for ensuring that its products, services, claims, promotions, advertising messages and business activities comply with all laws applicable to the Client’s industry and target markets.
5.4 The Supplier does not guarantee that any marketing concept, campaign, funnel, landing page, ad copy or strategy is legally compliant in every jurisdiction unless a separate legal review service has been expressly agreed in writing.
6.1 The Supplier acts as an independent contractor.
6.2 Nothing in the contract shall be construed as creating an employment relationship, partnership, agency, fiduciary relationship or joint venture between the Supplier and the Client.
6.3 The Client shall not be responsible for salaries, benefits, insurance, tax, pension, end-of-service benefits or any other employment-related obligations of the Supplier or its personnel.
7.1 “Contract” means the totality of all binding documents between the parties, including the main agreement, proposal, statement of work, quotation, invoice, these Terms and any annexes or addenda.
7.2 “Contractual Document” means the main written commercial document agreed between the parties, excluding these Terms and annexes unless otherwise specified.
7.3 “Deliverables” means all outputs, reports, campaigns, ad creatives, branding assets, copywriting, strategy documents, funnel structures, designs, media plans, dashboards, landing pages, concepts, content or other results created or supplied under the Contract.
8.1 The Supplier shall perform the agreed services with reasonable skill, care and diligence in accordance with the agreed scope.
8.2 The Client shall provide all required content, access, approvals, credentials, budgets, product information, feedback and decisions in a timely manner.
8.3 The Supplier shall inform the Client of material circumstances known to the Supplier that are likely to significantly affect cost, delivery time or performance.
8.4 The Client may request reasonable progress updates.
8.5 Any timelines, deadlines, launch dates or milestones depend on the timely cooperation of the Client.
8.6 The Supplier shall not be liable for delays caused by missing Client input, delayed approvals, rejected ad accounts, disabled accounts, payment holds, third-party platform restrictions, policy enforcement, technical failures or other matters beyond the Supplier’s reasonable control.
9.1 If documentation or handover material is included in the agreed scope, the Supplier shall provide it in the agreed format.
9.2 The Client may use such documentation for its internal contractual purposes.
9.3 Training, onboarding, explanation sessions, handover calls or implementation support are only included if expressly stated in writing and may otherwise be billed separately.
10.1 Either party may propose changes to the agreed services, deliverables, scope, timeline or commercial terms.
10.2 If the Client requests a change, the Supplier may issue a revised quotation, addendum or scope update setting out the impact on fees, timing and resources.
10.3 No change shall become binding unless confirmed in writing, including by email or approved message.
10.4 The Supplier may suspend work affected by a pending change request until written approval is received.
10.5 Any services outside the original agreed scope shall be billable separately at the Supplier’s applicable rates unless explicitly agreed otherwise.
11.1 The Supplier shall notify the Client when services or deliverables are ready for review, launch, handover or approval.
11.2 The Client shall inspect deliverables within seven (7) business days after delivery and notify the Supplier in writing of any material defect or material non-conformity.
11.3 If the Client does not raise written objections within the review period, the deliverables shall be deemed accepted.
11.4 Minor defects or subjective preferences that do not materially impair the intended use shall not prevent acceptance.
11.5 If the Client identifies material defects within the review period, the Supplier shall be given a reasonable opportunity to remedy them.
12.1 The Supplier warrants that the services shall be performed substantially in accordance with the agreed scope and with reasonable professional care.
12.2 Unless otherwise agreed in writing, the warranty period for project-based deliverables shall be thirty (30) days from acceptance or deemed acceptance.
12.3 During the warranty period, the Client shall notify the Supplier in writing of material and reproducible defects.
12.4 The Supplier’s primary obligation under this warranty is to correct, repair or re-perform the affected portion within a reasonable time.
12.5 The warranty does not apply to:
a. changes made by the Client or third parties after delivery;
b. issues caused by third-party platforms such as Meta, Google, TikTok, Shopify, WordPress, payment gateways, CRMs or hosting providers;
c. suspension, rejection or restriction by ad platforms or third-party services;
d. market conditions, ad performance fluctuations, algorithm changes or audience behaviour;
e. subjective dissatisfaction where the deliverables substantially match the approved scope.
12.6 Except as expressly stated in these Terms, all implied warranties are excluded to the maximum extent permitted by law.
13.1 The place of performance shall be the Supplier’s registered office unless otherwise agreed.
13.2 For digital services, performance shall be deemed completed when deliverables are made available electronically to the Client.
14.1 A party is in delay only after expiry of an expressly agreed deadline or, where no fixed deadline exists, after written reminder and failure to cure within a reasonable time.
14.2 The Supplier shall not be liable for delay caused by Client-side dependencies, missing approvals, delayed payments, missing ad budgets, missing content, third-party platform issues or force majeure.
14.3 Where delay is solely attributable to the Supplier, the Client’s remedies shall be limited to direct damages subject to Clause 20.
15.1 Services may be provided:
a. for a fixed price;
b. on a monthly retainer;
c. on a time and materials basis;
d. according to a custom proposal or campaign plan.
15.2 Unless otherwise agreed, the fees cover only the services expressly listed in the quotation, proposal or statement of work.
15.3 Additional work, extra revisions, urgent work, additional ad creatives, media buying beyond agreed scope, landing page changes, extra consulting calls, additional strategy sessions, copy rewrites, travel, stock assets, paid tools, software subscriptions, ad spend, influencer fees, production costs and third-party expenses may be charged separately.
15.4 Invoices are due immediately upon receipt unless otherwise stated on the invoice.
15.5 The Supplier may submit invoices electronically without physical signature or stamp where legally permissible.
15.6 If payment is overdue, the Supplier may:
a. suspend ongoing work, campaign management, support, consulting, access or delivery;
b. withhold final files, editable assets, source materials or transfer of usage rights until full payment is received;
c. charge a late payment handling fee of at least USD 150 plus default interest to the maximum extent permitted by applicable law;
d. recover reasonable collection, legal, banking and enforcement costs.
15.7 All payments made are non-refundable unless otherwise required by mandatory law or expressly agreed in writing.
16.1 Each party shall keep confidential all non-public business, technical, financial, strategic, operational and commercial information received from the other party.
16.2 Confidential information shall only be used for the purpose of performing or receiving the contracted services.
16.3 The confidentiality obligations apply before, during and after the contractual relationship.
16.4 Disclosure is permitted only:
a. to employees, advisers, contractors or subcontractors who need to know and are bound by confidentiality obligations;
b. where required by law, court order or governmental authority;
c. where the information is already public without breach;
d. where the receiving party can prove that it lawfully knew the information before disclosure.
16.5 Unless otherwise agreed in writing, the Supplier may not publicly name the Client or use the Client’s logo as a reference without consent.
16.6 Both parties shall ensure that their employees, contractors and engaged third parties are bound by appropriate confidentiality obligations.
17.1 Each party shall comply with applicable data protection and privacy laws relevant to the contract.
17.2 Personal data shall only be processed to the extent necessary for the performance, administration, billing, support or lawful execution of the contract.
17.3 Each party shall implement reasonable technical and organisational measures to protect personal data and confidential information against unauthorised access, misuse, disclosure, loss or destruction.
17.4 The Client warrants that it has all necessary rights, permissions and legal bases for any personal data, content, customer lists, advertising material or other information provided to the Supplier.
17.5 The Supplier shall not be responsible for the Client’s independent compliance with privacy, cookie, email marketing, tracking or consent requirements unless expressly agreed in writing.
18.1 Unless otherwise expressly agreed in writing, all pre-existing intellectual property, frameworks, templates, systems, methods, know-how, strategies, ad structures, internal processes, reusable assets, design systems and proprietary tools of the Supplier remain the exclusive property of the Supplier.
18.2 Subject to full payment of all outstanding fees, the Client receives the right to use the final agreed deliverables for the purpose stated in the contract.
18.3 Unless otherwise agreed:
a. the Supplier retains ownership of raw files, internal strategy frameworks, editable working files, source files, unreleased concepts, ad system architecture, templates and process documents;
b. the Client receives usage rights to final paid deliverables delivered under the agreed scope;
c. third-party assets, fonts, stock materials, music, plugins, software elements and licensed tools remain subject to their respective licence terms.
18.4 The Supplier may reuse general know-how, non-confidential methods, experience, concepts and processes developed during the project.
18.5 Unless otherwise agreed in writing, the Supplier may display non-confidential project work in portfolio material, case studies, presentations or internal business development materials.
19.1 Each party shall promptly notify the other if a third party asserts an intellectual property claim in connection with the contract.
19.2 The Supplier shall not be liable for infringement claims arising from:
a. materials, instructions, logos, text, brand assets or content supplied by the Client;
b. modifications made by the Client or third parties;
c. use outside the agreed scope;
d. combinations with third-party systems, products or content not supplied by the Supplier.
19.3 The Client shall indemnify the Supplier against third-party claims arising from Client-provided content, advertising claims, trademarks, materials, offers or business practices.
20.1 Nothing in these Terms excludes liability where exclusion is not permitted by law.
20.2 Subject to Clause 20.1, the Supplier’s total liability for direct damages arising out of or in connection with the contract shall be limited to the total amount actually paid by the Client to the Supplier under the relevant contract during the three (3) months preceding the claim.
20.3 The Supplier shall not be liable for indirect, incidental, consequential, punitive or special damages, including loss of profit, loss of revenue, loss of opportunity, loss of goodwill, reputational damage, loss of anticipated savings, platform bans, account restrictions, loss of business or loss of data.
20.4 The Supplier does not guarantee any specific marketing result, advertising performance, lead volume, ROAS, conversion rate, ranking result, virality, business growth or revenue outcome unless expressly guaranteed in writing.
20.5 Marketing and advertising performance depends on numerous external factors outside the Supplier’s control, including product-market fit, price, sales process, audience behaviour, competition, budget, tracking quality, platform changes and market conditions.
21.1 Any amendment, variation or waiver must be in writing.
21.2 In the event of inconsistency, the following order of precedence shall apply:
a. signed proposal, statement of work or service agreement;
b. specific written addenda;
c. these Terms;
d. the Client brief or prior correspondence.
21.3 If any provision is held invalid, unlawful or unenforceable, the remaining provisions shall remain in full force and effect.
21.4 The invalid provision shall be replaced by a valid provision that most closely reflects the original commercial intent.
22.1 The Client may not assign, transfer or pledge any rights or obligations under the contract without the Supplier’s prior written consent.
22.2 The Supplier may assign the contract to an affiliate, successor or acquiring entity upon written notice.
23.1 This Agreement shall be governed by the laws of Dubai and the applicable laws of the United Arab Emirates.
23.2 Any dispute, controversy or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, performance or termination, shall be finally resolved by arbitration under the DIAC Arbitration Rules in force at the time of the commencement of arbitration.
23.3 The number of arbitrators shall be one (1).
23.4 The seat of arbitration shall be Dubai, United Arab Emirates.
23.5 The language of the arbitration shall be English.
23.6 Either party may seek urgent injunctive or interim relief from a court of competent jurisdiction where necessary to protect confidential information, intellectual property or payment rights.
24.1 The Supplier does not own or control advertising platforms, social media platforms, search engines, marketplaces, payment processors, hosting companies or software providers used in connection with the services.
24.2 The Supplier is not liable for any suspension, rejection, limited reach, account restriction, policy violation decision, ad disapproval, platform downtime, algorithmic change or third-party ban affecting the Client’s business or campaigns.
24.3 The Client remains solely responsible for its products, claims, website content, legal disclosures, refund policies, customer fulfilment, sales process and compliance obligations.
For all legal notices, support requests, billing matters and contractual communication, please contact:
Exit Society One (FZE)
License No. SC251042701
VL14 091, Block C, United Arab Emirates
Representative: Thyron Litz