Terms & Conditions

These Terms and Conditions apply when engaging the services of Futurixa Dzn Marketing Management located at 13th, burj al noor Al nahda 1 Dubai, License number 1303548 ("Futurixa Dzn Marketing Management", "we"). The client ("you", "your") means the person, company or other entity, buying the goods or services from Futurixa Dzn Marketing Management. You agree that these Terms and Conditions ("Agreement") and any subsequent terms and conditions issued by the Futurixa Dzn Marketing Management shall apply to all orders for the goods and the services made by you.

OVERALL SERVICES

1. CLIENT ACKNOWLEDGEMENTS.

You acknowledge and agree that:

1.1. Quotes and estimates provided by Futurixa Dzn Marketing Management exclude GST.

Futurixa Dzn Marketing Management located at 13th, burj al noor Al nahda 1 Dubai, License number 1303548 has the right to use work developed for you, as well as your company name and logo(s), in its promotional material, in the context of showing its portfolio of work and clients.

1.2. Futurixa Dzn Marketing Management endeavours to be thorough in checking all files before production, however you hold the ultimate responsibility for signing off all proofs as production ready. Once you have signed off on a proof, Futurixa Dzn Marketing Management is not liable for any charges that may occur due to errors.

1.3. Futurixa Dzn Marketing Management can communicate with you and your staff through all methods of electronic communication, including by not limited to email (both individual emails and bulk emails including e-newsletters), SMS, and any other communication method we deem useful for delivering our services and communication to you.

2. CLIENT RESPONSIBILITIES.

For the purposes of providing services, you agree:

2.1. To authorise Futurixa Dzn Marketing Management to edit content on your website, including by not limited to: creating new pages, new content, changing meta tags, title tags, creating and changing images, editing code, and any other changes for the purpose of fulfilling the services you have requested.

2.2. You will identify clearly to Futurixa Dzn Marketing Management the approval process required, if any, when Futurixa Dzn Marketing Management makes changes to website content. If no approval process is specified, Futurixa Dzn Marketing Management will act in good faith when making website changes and will seek verbal or written approval for changes it deems you should be consulted on.

3. INTELLECTUAL PROPERTY LIABILITY.

3.1. You represent and warrant that any elements of text, graphics, photos, designs, trademarks, or other artwork provided to Futurixa Dzn Marketing Management for inclusion on the website(s) are owned by you, or that you have received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend Futurixa Dzn Marketing Management and its subcontractors from any liability or suit arising from the use of such elements.

3.2. If you intentionally or unintentionally include the names of your competitors or trademarked terms in your website or advertising, you do so at your own risk and accept all liability associated with such action. Without limiting the above, Futurixa Dzn Marketing Management may, but is not obliged to, at any time and in its sole discretion, remove competitor names or trademarked terms from advertising campaigns.

4. FEES.

You agree to pay Futurixa Dzn Marketing Management any and all fee(s) for services provided.

4.1. Payments are due according to the terms specified on each invoice. If terms are omitted from any invoice, that invoice is due 20 days after the end of the month the invoice is dated for.

4.2. Setup Fees are due prior to the specified work beginning.

4.3. Futurixa Dzn Marketing Management reserves the right to delay starting work, or to pause existing work, if a payment is overdue. When payment is made, the normal work process will resume.

4.4. Futurixa Dzn Marketing Management reserves the right to refer any unpaid account to a Debt Collection Agency. Once the matter has been referred to a Debt Collection Agency, you will be liable for all collection fees including the Agency fees and commission(s) Futurixa Dzn Marketing Management would have to pay for this service.

5. COPYRIGHT

5.1. All artwork, writing, designs, graphics and photographs that are created by Futurixa Dzn Marketing Management, are the property of Futurixa Dzn Marketing Management and protected under UAE copyright laws, until such time as the Client has settled all outstanding fees and accounts. At that time the Client will retain ownership of the material, unless the work carries a © copyright notice for Futurixa Dzn Marketing Management or other party, or where different copyright terms have been agreed to in writing.

5.2. All code developed or provided by Futurixa Dzn Marketing Management (including but not limited to HTML, CSS, PHP, SQL) is the property of Futurixa Dzn Marketing Management and protected under UAE copyright laws. When the Client has settled all outstanding fees and accounts the Client is granted a non-exclusive licence to use the code.

6. PLACING AN ORDER:

You acknowledge and agree that:

6.1. Services can be ordered from Futurixa Dzn Marketing Management through a variety of methods including, but not limited to: signed contracts, order forms or quotes, email requests, online proposal acceptance and verbal requests.

6.2. Where a fixed quote is not provided for a job, both parties will act in good faith. Futurixa Dzn Marketing Management will track time spent on the work and charge an hourly rate.

7. CANCELLATION OF SERVICES PRIOR TO COMPLETION.

7.1. Once a signed agreement, quote or order has been accepted by Futurixa Dzn Marketing Management, you will be responsible for full payment of all Fees specified on the agreement, quote or order. If you cancel the services for any reason prior to completion (other than as a consequence of Futurixa Dzn Marketing Management' material breach of this Agreement or under your rights in clause 8.5), all Fees specified shall be immediately due and payable. If a Minimum Term is specified for any service, the Fees for the remaining Minimum Term shall be immediately due and payable.

7.2. For any work undertaken where an agreement, quote or order has not been approved, or where one has been approved but the work is to be charged at an hourly rate, if you decide to cancel the requested work prior to completion, you must give notice of cancellation in writing. Futurixa Dzn Marketing Management will reconcile the hours worked and will be entitled to payment for all outstanding Fees within 7 days.

8. TERMINATION OF RECURRING SERVICES.

You acknowledge and agree that:

8.1. Recurring services include any service where a fee is recurring, such as, but not limited to, Search Engine Optimisation services ("SEO Services"), online advertising campaigns.

The recurrence may be monthly, bimonthly, quarterly, half-yearly, annually, or any other recurrence frequency.

8.2. The recurring services supplied by Futurixa Dzn Marketing Management may have a term stated on the quote, agreement, contract or order form.

8.3. Where the term is a Fixed Term the services automatically terminate when the term is complete.

8.4. Where the term is a Minimum Term, or no term is stated, you must give written notice to Futurixa Dzn Marketing Management to terminate the services. The final day that the services will be provided ("Termination Date") will be either the last day of the Minimum Term, or the last day of the month following the month the notice was received, whichever is later.

8.5. If any service is designated as having an Early Termination Option, or if the quote states that we will not hold you to the minimum term, you can cancel the service prior to the Minimum Term, without needing to pay for the remainder of the Minimum Term, and with no other financial penalty, provided that (i) You are genuinely dissatisfied with either the results or Futurixa Dzn Marketing Management' performance of the service; (ii) You discuss your dissatisfaction with Futurixa Dzn Marketing Management verbally; (iii) You then give Futurixa Dzn Marketing Management at least 21 days to fix the areas in which you are dissatisfied, and (iv) if, at the end of that period you are still genuinely dissatisfied, you give Futurixa Dzn Marketing Management 7 days written notice that the services are to be terminated. This clause supersedes clause 8.1. 8.6. Services are terminable by the client only in accordance with the above provisions (8.1 – 8.5), or as a consequence of Futurixa Dzn Marketing Management' material breach of this Agreement.

8.7. Futurixa Dzn Marketing Management may terminate this Agreement and access to the services, with or without cause of any type or nature, with 21 days' notice.

8.8. All provisions of this Agreement that by their sense or nature should survive termination of this Agreement (including, without limitation, all limits of liability, indemnity obligations, and confidentiality obligations) shall so survive. In the event of any termination, you shall remain liable for any amount due for services delivered by Futurixa Dzn Marketing Management prior to the Termination Date.

8.9. You must pay all Fees that accrue prior to the Termination Date.

9. CLIENT ACKNOWLEDGEMENTS FOR SEO SERVICES.

SEO Services are intended to provide your website with improved positioning in selected search engines. If engaging Futurixa Dzn Marketing Management for SEO Services you understand, acknowledge and agree that:

9.1. Futurixa Dzn Marketing Management has no control over the over the policies and ranking algorithms of search engines with respect to the how they choose to rank websites in search results, now or in the future.

9.2. While it is unlikely that search engines will exclude a full site from search results, it is common for search engines to take some time before new websites are included in results, and it is very common that even established sites will not have all pages from the website included in search results.

9.3. Futurixa Dzn Marketing Management makes no representations, warranties or guarantees of any kind as to the level of sales, purchases, clicks, sales leads, search engine rankings or other performance that you can expect from the SEO Services provided by Futurixa Dzn Marketing Management.

9.4. Website search engine rankings can fluctuate any day, any time, and between different users because of on-going changes in the ranking algorithms, SEO efforts made by the competitors, and other factors.

9.5. Newly edited websites may experience a temporary boost in ranking for some targeted keywords for a short period of time, before the rankings settle to a lower level. This is known as 'freshness boost effect'. You acknowledge that if this happens to your site, the subsequent drop in rankings is not poor performance by Futurixa Dzn Marketing Management and is instead a common occurrence.

9.6. For the duration of this Agreement you agree not to engage any other SEO Services, whether one-off services or ongoing services, without written agreement from Futurixa Dzn Marketing Management in advance.

9.7. Futurixa Dzn Marketing Management is authorised to use of all your logos, trademarks, website images, and the like, on your website and other websites, to create content that Futurixa Dzn Marketing Management deems may be useful for search engine positioning and optimisation of your website(s).

10. Futurixa Dzn Marketing Management NETWORK.

In order to perform its SEO Services Futurixa Dzn Marketing Management builds links from a variety of websites to its client's websites. In addition to public websites accessible by anyone, Futurixa Dzn Marketing Management builds links from a collection of websites it calls the "Futurixa Dzn Marketing Management Network". The Futurixa Dzn Marketing Management network includes sites that Futurixa Dzn Marketing Management owns, sites that Futurixa Dzn Marketing Management has access to, and client sites of Futurixa Dzn Marketing Management. If engaging Futurixa Dzn Marketing Management for SEO Services you understand, acknowledge and agree that:

10.1. Your website will receive links from other sites in the Futurixa Dzn Marketing Management Network.

10.2. Your website will join the Futurixa Dzn Marketing Management Network, and as such, Futurixa Dzn Marketing Management is permitted to add hyperlinks on your website that point to other websites, provided that:

(i) No link is made to a direct competitor's website, without express written permission from you.

(ii) The links are not created on any pages on your site that website visitors commonly view, unless you give express permission.

(iii) Only one subtle link will be included in the footer of your site, which will not interfere with the user experience of your website visitors and will point to the page(s) that contain these links to other sites.

(iv) You can require any link to be removed that you choose.

11. EXCLUSIVITY.

For SEO Services, if any keywords are agreed to be 'Exclusive' ("Exclusive Keywords"), a geographical region for this exclusivity ("Exclusive Region") will be defined in writing. Futurixa Dzn Marketing Management warrants that it will not undertake any SEO Services for those Exclusive Keywords for any other company targeting the Exclusive Region, prior to termination of this Agreement.

12. PAID ONLINE ADVERTISING.

Online Advertising Services refers to all online advertising that has a direct cost for clicks, impressions or inclusion, which Futurixa Dzn Marketing Management organises and/or manages on your behalf. This includes, but is not limited to, Google Ads and Facebook advertising ("Ads"). For these Ads you agree that: Futurixa Dzn Marketing Management Terms and Conditions v2.6, Page 2 of 2

12.1. You will agree with Futurixa Dzn Marketing Management on a budget for spending on the campaign. The agreed budget for spending on the Ads can be changed at your discretion whenever you choose, through either verbal or email instruction to Futurixa Dzn Marketing Management. Futurixa Dzn Marketing Management will confirm with you when the changes will have applied.

12.2. Futurixa Dzn Marketing Management will state clearly whether prices quoted include the cost of the Ads or whether it is only for management fees. If the costs of the Ads are not included you will need to pay these directly to the companies that own the publishing networks, such as, but not limited to, Google and Facebook ("Publishers").

12.3. Where Futurixa Dzn Marketing Management prices include the costs of Ads, if the portion of Fees allocated for Ads spend is not fully spent in a given period, the remaining amount will be added to the Ads spend allocated for the next period. If the Ads portion is overspent for a given period, the overspend is subtracted from the Ads spend allocated for the next period.

12.4. Futurixa Dzn Marketing Management reserves the right to modify Ads, including the associated keywords, target geographies and Publishers, consistent with your objectives, at any time.

12.5. While Futurixa Dzn Marketing Management will take all reasonable efforts to promote the various products and services that you have selected to promote, it makes no guarantee – financial or otherwise – that all such products and services will be advertised, particularly if advertising all such products and services would result in exceeding the campaign budget you have set.

12.6. You may select certain individual words or word phrases ("Keywords") to be used in the campaign. While Futurixa Dzn Marketing Management will take all reasonable efforts to promote these Keywords at the Publishers, it makes no guarantee – financial or otherwise – that all Keywords will be advertised, particularly if advertising all Keywords would result in exceeding the campaign budget or produce low quality results. Futurixa Dzn Marketing Management is permitted to choose Keywords to add to the campaigns that it believes may benefit you.

12.7. You agree that the rules for displaying Ads when certain Keywords are entered by a user at a Publisher are controlled by the Publisher and as such, you agree that Futurixa Dzn Marketing Management makes no guarantee – financial or otherwise – about when or where Ads will be displayed when certain Keywords are entered by a user at a Publisher.

12.8. You agree that, while Futurixa Dzn Marketing Management will use its best efforts to place Ads in the target geographies specified by you, Futurixa Dzn Marketing Management does not control the system that displays the Ads and, as such, cannot guarantee that your Ads will only or primarily be displayed to people in the target geographies. You acknowledge that Publishers may use varying means to detect where people are located when determining whether to display an Ad, including, but not limited to:

(i) IP targeting;

(ii) user registration information; and

(iii) explicit geographic search queries made by the user.

12.9. Upon termination of online advertising services, any advertising accounts that have been created and owned by Futurixa Dzn Marketing Management remain the property of Futurixa Dzn Marketing Management. Likewise, any landing pages created in the Futurixa Dzn Marketing Management landing page system (displayed at a subdomain of your website) remain the property of Futurixa Dzn Marketing Management and will be disabled. You are permitted to copy the landing pages before the campaigns finish if you wish.

13. GENERAL.

13.1. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.

13.2. This Agreement and the relationship between you and Futurixa Dzn Marketing Management shall be governed by the laws of UAE. Any action by either party hereto arising out of or in connection with this Agreement or the Service shall be brought in a court of competent jurisdiction located in UAE.

13.3. Nothing in this Agreement gives rise to or is intended to give rise to a relationship between Futurixa Dzn Marketing Management and you of employee and employer, principal and agent or partnership.

13.4. The provisions of the Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their heirs, administrators, successors and assigns.

13.5. You may not assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of Futurixa Dzn Marketing Management.

13.6. Futurixa Dzn Marketing Management reserves the right to assign subcontractors to services.

13.7. No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.

13.8. No provision of this Agreement shall be interpreted against any party because such party or its legal representative drafted such provision.

14. LIMITED LIABILITY.

In no event shall Futurixa Dzn Marketing Management be liable to you for any indirect, special, exemplary or consequential damages, including any implied warranty of merchantability or fitness for a particular purpose or implied warranties arising from course of dealing or course of performance, lost profits, whether or not foreseeable or alleged to be based on breach of warranty, contract, negligence or strict liability, arising under this agreement, loss of data, or any performance under this agreement, even if such party has been advised of the possibility of such damages and notwithstanding the failure of essential purpose of any limited remedy provided herein. Futurixa Dzn Marketing Management makes no warranty of any kind, whether express or implied, with regard to any third-party products, third party content or any software, equipment, or hardware obtained from third parties.

15. CONFIDENTIALITY.

The parties agree to hold each other's proprietary or confidential information in strict confidence. "Proprietary or Confidential Information" shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, notes, or financial information.

Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party;

(iii) is independently developed by the receiving party; or

(iv) is subject to disclosure under court order or other lawful process.

The parties agree not to make each other's Proprietary or Confidential Information available in any form to any third party or to use each other's Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party's Proprietary or Confidential Information shall remain the sole and exclusive property of that party.

16. FORCE MAJEURE.

Neither party will be liable for or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such party's reasonable control and that such party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected party will give prompt written notice to the other party and will use commercially reasonable efforts to minimise the impact of the event.