These terms apply to every engagement between us and a client, whether one-off, project based, retained or a combination. They are incorporated into each proposal, quotation, statement of work, insertion order and signed contract we issue.

Order of precedence

If there is a conflict, the following order applies, highest first:

• A signed contract or statement of work between us
• A written proposal or quotation you have accepted in writing
• These Client Services Terms
• Anything else, including our Terms of Use and any description on the website

Your own purchase order terms, supplier portal terms or standard conditions do not apply to us unless we have agreed to them specifically, in writing, referring to them by name.

A proposal or quotation is valid for 14 days from its date unless it says otherwise, and is an invitation to proceed rather than a binding offer. A contract forms when you accept in writing — by signing, or by clear written confirmation — and, where a deposit is required, when that deposit is received.

Scope is what the accepted document says it is. Anything not listed is out of scope and is handled under section 5.

Payment terms

• Unless the contract says otherwise, project work requires 50% before we start and the balance on delivery, and retainers are invoiced monthly in advance.
• Invoices are payable within 14 days of the invoice date.
• Fees are exclusive of any tax, duty or bank charge that may apply. Where a tax becomes chargeable, it is added to the invoice.
• You pay in the currency stated on the invoice, and you bear any transfer, conversion or intermediary bank fees so that we receive the full invoiced amount.

Late payment

If an invoice is more than 7 days overdue we may suspend all work, withhold delivery of anything not yet handed over, and pause active advertising campaigns, having given you written notice first. We may charge interest on overdue amounts at 1.5% per month, or the highest rate permitted by law if lower, and recover reasonable costs of collection.

Suspension for non-payment is not a breach by us, and dates already agreed move by at least the length of the suspension.

Increases

Retainer fees may be reviewed once in any 12-month period, on at least 30 days’ written notice. If you do not accept an increase you may end the retainer at the end of the notice period without penalty.

• Wherever practical, advertising accounts and payment methods stay in your name, and the platform bills you directly. We are given access to manage them.
• Where we agree to place spend through our own account, it must be funded in advance in cleared funds. We are not obliged to advance or credit any budget, and we will not start or continue a campaign on unfunded spend.
• Our management fee is separate from the spend and is earned whether or not the spend performs.
• Platforms occasionally reject ads, suspend accounts, change policy or alter delivery without warning. That is outside our control and does not entitle you to a refund of our fees, though we will work with you to resolve it.
• You are responsible for the legality and accuracy of what is advertised, including any claim, price, offer, licence or regulatory approval it relies on.

Requests outside the agreed scope are welcome, and are quoted as additional work before anything is done. We will not carry out extra work and invoice you for it afterwards without your written agreement, and we will not absorb a change silently in a way that pushes another deliverable late.

Where a change affects a date already agreed, we will tell you the new date at the same time as the price.

Almost every delay in this line of work comes from waiting. To keep to a schedule we need, promptly and in a usable form:

• Brand assets, logos, product information, and access to premises, people or products where a shoot requires it
• Access to your advertising accounts, analytics, website, domain and hosting where the work touches them
• A single named person authorised to give approvals and make decisions
• Feedback and approvals within 5 working days of being asked, unless we agree otherwise

If material or approval is outstanding for more than 10 working days, we may treat the relevant deliverable as approved, re-schedule the work to our next available slot, or — where a whole engagement stalls for more than 30 days — invoice for work completed to that point.

You confirm that anything you give us is either yours or properly licensed to you, and that we may use it for the purposes of the work.

Each deliverable includes the number of revision rounds stated in the contract, or two rounds if none is stated. A round means one consolidated set of feedback, not a series of individual comments over several days.

Revisions refine the agreed direction. A change of direction after approval — a new concept, a different edit, a re-shoot — is new work under section 5. Approval given in writing, including by email or message, is final for that stage.

Dates we give are good-faith estimates based on the assumption that you meet section 6 and that payments are current. Time is not of the essence unless the contract says so expressly and names the date.

We will tell you as soon as we know a date is at risk, and we expect the same from you.

On final payment

Once every invoice for an engagement is paid in full, ownership of the final deliverables produced specifically for you under it transfers to you, along with the right to use them for any lawful purpose. Until then, we retain all rights and any use of the work is unlicensed.

What does not transfer

• Working files, project files, raw footage, unused takes, source photography and editing timelines, unless the contract says they are included
• Our own tools, templates, frameworks, code libraries, presets and know-how, including anything we developed before or independently of your project — you get a licence to use these as part of the deliverable, not ownership of them
• Third-party assets such as stock footage, music, fonts and plugins, which stay with their licensors and are covered by section 10
• Concepts and drafts you did not select and have not paid for

Where a deliverable is a website or application, ownership of the custom code we wrote for you transfers on final payment. Open source and third-party components keep their own licences.

Some work uses licensed material — stock media, music, fonts, plugins, subscriptions. Unless the contract says otherwise, licences are bought in your name where the platform allows, and their cost is charged to you at cost. Those licences have their own terms, territories and expiry dates, and it is your responsibility to keep them current after handover. We will tell you what has been used and on what terms.

Each of us will keep the other’s confidential information private, use it only for the engagement, and protect it as carefully as our own. This does not cover information that is already public, that is received lawfully from someone else, that is developed independently, or that a law or regulator requires to be disclosed. It continues for three years after the engagement ends.

Where we handle personal data about your customers, staff or audience — running your ad accounts, uploading a customer list, building a form, installing analytics — you are the controller of that data and we act as your processor. In that role we will:

• Process it only on your documented instructions
• Keep it confidential and apply appropriate security
• Not engage a sub-processor without telling you, and remain responsible for those we do engage
• Help you respond to a request from an individual, or to a regulator
• Tell you without undue delay if we become aware of a breach affecting it
• Delete or return it at the end of the engagement, except where a law requires us to keep it

You are responsible for having a lawful basis for the data you give us, for the privacy notices shown to your own customers, and for any consent required before a list is uploaded to an advertising platform. Where a formal data processing agreement is required, we will sign one.

How we handle your own information as a client is covered by our Privacy Policy.

Unless you tell us otherwise in writing, we may show the work in our portfolio, on this website, in proposals and on social media, and describe our role and the results achieved. We will respect any confidentiality period you ask for, and we will not publish anything still under embargo. Tell us at any time and we will take it down.

We commit to the work: to doing it competently, to a professional standard, on the agreed scope, and with your interests in front of us. Outcomes also depend on your product, pricing, market, competitors, sales follow-up and budget, and on platform behaviour none of us controls. Any forecast is a planning tool.

Retainers

Either of us may end a retainer on 14 days’ written notice. The current month is payable in full and is not pro-rated. Pausing a retainer is possible by agreement for up to two months, after which it is treated as ended.

Project work

If you cancel a project after it has started, deposits are non-refundable and you pay for work completed and for any commitment we have already made on your behalf — booked crew, hired equipment, location fees, licences. Where a shoot is cancelled with less than 72 hours’ notice, the full shoot fee is payable, because the slot and the crew cannot be resold at that point.

For cause

Either of us may end an engagement immediately if the other commits a material breach and fails to fix it within 14 days of being asked in writing, or becomes insolvent. We may also end it immediately if we are asked to do something unlawful, misleading, or in breach of a platform’s policies, or if payment is more than 30 days overdue.

On ending

All outstanding invoices become due. We will hand over deliverables that have been paid for, transfer or remove our access to your accounts, and return or delete your material on request.

Fees for work already performed are not refundable. Advertising spend already placed with a platform is not refundable by us. Where you have paid in advance for work not yet started and cancel before it begins, we refund that amount less any cost we have already incurred and any non-recoverable commitment made on your behalf.

If you are unhappy with a deliverable, tell us within 7 days of receiving it and we will use the remaining revision rounds to put it right. Dissatisfaction with commercial results, as distinct from the work itself, is not a ground for a refund — see section 14.

Neither of us is liable for a delay or failure caused by something genuinely beyond reasonable control — including natural events, war, civil unrest, government action, power or internet failure, or the sustained outage of a platform we depend on. Affected obligations are suspended while it lasts. If it lasts more than 30 days, either of us may end the affected engagement and settle up for work done.

Nothing here limits liability for death or personal injury caused by negligence, for fraud, or for anything that cannot lawfully be limited.

Subject to that, and to the maximum extent permitted by law:

• Neither of us is liable to the other for indirect or consequential loss, or for loss of profit, revenue, business, goodwill, opportunity, anticipated savings or data
• We are not liable for loss caused by a third-party platform's act, policy, outage or decision, including account suspension or ad rejection
• We are not liable for loss caused by material you supplied, by instructions you gave, or by your delay
• Our total liability for any engagement is limited to the total fees you have paid us for that engagement in the 6 months before the claim arose, excluding advertising spend

Any claim must be brought within 12 months of the date you became aware of the circumstances giving rise to it.

During an engagement and for 12 months afterwards, neither of us will directly solicit and hire the other’s employees or contractors who were involved in the work, without written consent. A general public job advertisement does not breach this.

We are independent contractors, not partners, employees or agents of one another. Neither of us may commit the other to anything.

You may not transfer your rights under an engagement without our written consent. We may use qualified subcontractors, and where we do we stay responsible to you for the work.

If any part of these terms is unenforceable, the rest continues. A delay in enforcing a term is not a waiver of it. Notices must be in writing and are effective when sent to the email address each of us has given for the engagement.

These terms and every engagement under them are governed by the laws of the United Arab Emirates as applied in the Emirate of Sharjah.

If a dispute arises, we will each first appoint a senior person and try in good faith to settle it within 30 days. If that fails, the dispute is referred to and finally resolved by arbitration in Sharjah, United Arab Emirates, under the Rules of Arbitration of the Sharjah International Commercial Arbitration Centre (Tahkeem), before a single arbitrator, in English. The award is final and binding.

Nothing stops either of us applying to a court for an urgent injunction, or for recovery of an undisputed debt.

MorDev Arcane (FZE)
Block B-845-062, SRTIP, Sharjah, UAE
Licence No. 8961
info@mordevarcane.com
+971 55 382 3616