Omnia FZ LLC, Licence Number 31223 (Dubai) and Omnia ME FZ LLC Licence Number 78 (Abu Dhabi)   (‘Agency’ or ‘Omnia’)

Name, licence number and address of Client (‘Client’)

1. Terms and conditions

1.1 These T&C’S apply to this Agreement and each future request for the supply of services and/or materials received by the Agency from the Client from time to time unless otherwise agreed in writing. The communication of a request by the Client to the Agency for the supply of services and/or materials shall amount to the Client’s acceptance of these terms. These terms shall take precedence over any terms and conditions of the Client, whether attached to, enclosed with or referred to in any purchase order of the Client or elsewhere. They may not be varied except by written agreement between the Agency and the Client. These T&C’S over-ride all verbal, telephonic or other communications had with the Client as customer, by any employee of Omnia , and any variation to this T&C’S is valid only if made in writing by an authorized signatory of Omnia.

1.2 Any reference to a Client shall include both an individual and a corporate entity, and their legal heirs or authorized signatories, as the case may be. Client includes both an end-user of the services provided by the Agency (the ‘Services’), and/or any client other than the Client. The Client and the Agency are together, the ‘Parties’. These T&C’s are valid even if a copy of the T&C’s are not signed in acceptance by the Client. These T&C’S are deemed to be accepted by the Client upon the earlier of making the payment, accepting delivery, visiting the Client’s office, even if the Client has not signed for the same. These T&C’s shall be regarded either as an integral part of the contract between the Client and the Agency or the Agreement itself, depending upon whether or not a separate agreement is signed.

2. Definitions:

In these T&C’s, the following words shall have the meanings given in this clause:

2.1 ‘Agency’ means Omnia FZ LLC, PO Box 500475, Dubai, UAE, a company registered in Dubai, UAE registered number 31223 or Omnia ME FZ LLC, PO Box 77818, Abu Dhabi UAE, UAE Registered number 78.

2.2 ‘Agreement’ means the verbal or written agreement between the Client and the Agency for the supply of services;

2.3 ‘Brief’ means the written or verbal brief of the Client/Supplier describing the Deliverables, their intended use and any pre-set timings for supply;

2.4 ‘Client’ means the person, firm or company employing the services of the Agency;

2.5 ‘Deliverables’ means the services and/or materials to be supplied by/or the Agency under this Agreement and as per the Brief;

2.6 ‘Services Cost’ means the fee to be charged by/to the Agency for the Deliverables;

2.7 ‘Rights’ means all copyright and related rights, design rights (whether registered or unregistered), patents, rights in trade marks (whether registered or unregistered), database rights and any other intellectual property rights (including all similar or equivalent rights or forms of protection in any part of the world) in or relating to the Deliverables.

2.8 ‘Postpone or cancel’ means a project which has not progressed for 1 month or more.

2.9 ‘Retainer’ – Any work which the client pays the agency a set monthly fee for a set number of hours across various projects.

2A. Purchase Order

2A.1 The purchase order made by the Client, favoring Omnia FZ LLC, constitutes an offer by the Client to purchase the Services in accordance with these T&C’s. The Client is responsible for ensuring that the terms of the Order and any applicable specification are complete and accurate. The Order shall only be deemed to be accepted by the earliest of :

2A.1.1 When Omnia issues to the Client, a written acceptance of the Order or

2A.1.2 when Omnia commences work relating to the Client

3. Payments of invoices

3.1 All invoices shall be deemed to be correct unless proven otherwise. Payment by Client is due within 30 days after Client’s receipt of invoice. If any amount is not paid when due, such amount shall bear interest at the maximum amount permitted by law. Client agrees to pay the invoice value, inclusive of any reimbursements under this Agreement.  The Client will not be eligible for any early payment discounts regardless of the Agency terms with its suppliers unless there is an express agreement in writing to that effect.

3.2 Where payment is more than 60 days overdue the Agency reserves the right to suspend all further work and work-in-progress until payment has been received and cancel forthwith without prejudice to any outstanding liabilities, this Agreement and any subsisting contracts relating to the Client’s advertising by giving written notice to the Client to that effect. The Agency reserves the right to charge a fee for work-in-progress and any losses suffered by us as a result of such cancellation.

3.3 All rates quoted include only 3 amendments to the ongoing work during the pendency of the Agreement.  An amend shall mean an email, verbal or a written notification of changes. Any amends done above this limit shall be charged as per the normal rate card.

3.4 Standard Payment terms – Unless stated in the schedule of works the standard payment terms are as follows:

50% on signing of the quote/contract

25% halfway through the contract and payable within 15 days of receipt of invoice

25% on completion of the project.

4. Approvals and Authority

4.1 Once the Client has given approval of the estimate of the Project, the Agency will submit for approval the draft deliverables for all items if requested. Proofs of all work together with production deadlines will be submitted for Client’s approval and the Agency shall incur no liability for any errors not corrected by the Client in proofs so submitted. Client’s alterations (excluding corrections) and additional proofs necessitated thereby shall be charged as an extra. The Agency specifically declines any responsibilities for technical or corporate accuracy of any typeset or visual matter and for statements or representations made under the Client’s name. In giving authority to proceed, the Client is assumed to have checked the veracity of such statements, and the accuracy as well as the acceptability of the typeset and visual materials.  Approval by the Client of copy and layouts will be our authority to proceed with the transaction and prepare proofs and the approval of proofs will be authority to publish.

4.2 Unless stated otherwise the estimate does not include photography or film footage, illustrations, Film separations and scanning, printing, translation service, Omnia expenses ie travel, courier costs or any other third party cost which Omnia may incur in the servicing of the project.

5. Cancellation and Amendments

5.1 Should the Client require the Agency to change, reject, stop, postpone or cancel any plans, schedules or work-in-progress the Agency shall take all reasonable steps to comply provided that the Agency can do so within its contractual obligations to third Parties. The Client will reimburse the Agency for any charges or expenses incurred as a direct or indirect result of any such change, rejection, cancellation or stopping and shall also pay the Agency fees covering these items up to the date of stop, postpone or cancelling.

6. Warranties and Indemnities

6.1 The Agency warrants that its personnel working on the Services are and shall be competent and suitable, whether as to qualifications, experience or otherwise, to perform the Services. The Agency will use its reasonable care and skill in the production and supply to the Client of the Deliverables as per the Brief.

6.2 If the deliverables are delayed or do not occur as planned, the Agency will not be liable unless this is caused by its default or neglect.

6.3 Should either party or its employees sustain any loss or liability, costs (including legal costs) or damages as a result of the other’s breach of this Agreement, the party in breach shall indemnify the other.

6.4 The Client warrants that to the best of its knowledge information and belief all information supplied to the Agency before and during the Term will be accurate and not in any way contrary to any law applicable in any part of the Territory.

6.5 The Agency’s maximum aggregate liability under or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise, will in no circumstances exceed the total remuneration payable to the Agency for the particular assignment

6.6 The Agency will not be liable under this Agreement for any loss of actual or anticipated income or profits, loss of contracts or for any special, indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise, whether or not such loss or damage is foreseeable, foreseen or known.

6.7 DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY. OMNIA MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY THAT ANY OF THEIR DELIVERABLES WILL BE ACCEPTED BY ANY PARTY OTHER THAN THE CLIENT, AND ANY RESPONSIBILITY TO CLEAR THESE DELIVERABLES WITH ANY THIRD PARTIES VESTS SOLELY WITH THE CLIENT. IN NO EVENT WILL OMNIA BE LIABLE TO THE CLIENT FOR ANY LOSS, DAMAGE, OR EXPENSE DIRECTLY OR INDIRECTLY CAUSED BY REJECTION OF SUCH DELIVERABLES BY ANY THIRD PARTY, REGARDLESS OF WHETHER OMNIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE CLIENT IS ALSO NOT PERMITTED TO WITHOLD ANY PAYMENT OF OMNIA ON THIS ACCOUNT.

7. Brief

7.1 The Client agrees to give a full and clear brief to the Agency and ensure all facts regarding the product or service are accurate and in no way misleading. The Client agrees to inform the Agency without delay if it considers that any claim or trade description in any advertisement submitted to the Client by us is false or misleading in relation to the Client’s product or service.

8. Copyright and other rights

8.1 The intellectual property rights for all work undertaken and created by the Agency for the Client vests in the Agency until all fees are paid in accordance with this agreement.

8.2 Unless instructed otherwise in writing the Agency will assume all Client-supplied materials are free of intellectual property and copyright provisions or any restrictions regarding confidentially of information.

8.3 The ‘client’ agrees to indemnify and defend at its own expense Omnia from and against any and all claims of infringement of copyright, patents, trademarks, industrial designs or other intellectual property rights affecting the brand and based upon the ‘client’ contribution to the design.

8.4 The ‘client’ warrants that it will comply with all consumer and other legislation, instructions or guidelines issued by regulatory authorities, relevant licenses and any other codes of practice, which apply to them.

8.5 For the avoidance of doubt the Agency shall:

8.5.1 Be able during and after the Term to use the material for the purpose of promoting its own business by means including but not limited to a show reel of the Agency’s commercials, on the Agency’s own web site and for purposes associated with the entry and conduct of advertising industry awards schemes; and other promotional/PR material; and

8.5.2 Retain the copyright in any material contained in any presentation made in competition with any other agency in the event of the Agency’s presentation being unsuccessful.

9. Ownership

9.1 All material prepared for the Client by the Agency and paid for by the Client will be the Client’s property, but not necessarily the Client’s copyright. This does not apply to “stock” photographs obtained from news or photographic agencies for particular works, nor to photographic or film negative. Title and ownership will remain with the Agency on all items which has not been paid for in full.

9.2 Committed deliverables of the Client can be held back by Omnia, if any representations made by the Client regarding the scope of work have been altered, and the same comes to the knowledge of Omnia.

10. Confidential Information

10.1 The Agency acknowledges a duty not to disclose without the Client’s permission during or after the term of appointment any confidential information resulting from studies or surveys commissioned and paid for by the Client. The Client, in turn acknowledges the Agency’s right to use as the Agency sees fit any general marketing or advertising intelligence in the field of the Client’s product or service, which the Agency has gained in the course of the appointment.

10.2 During the continuance of this contract, the Agency’s responsibility is acknowledged to treat in complete confidence all the marketing and sales information and statistics with which the Client may supply the Agency in the course of any work for the Client. Reports submitted by the Agency to the Client shall be treated as confidential.

11. Other terms and conditions

11.1 Any clause of this T&C’S, if deemed invalid due to a change in, or interpretation of local Municipality/Emirati/Federal regulations, shall be replaced by a ‘compliant’ clause, and the same shall not affect the rest of the T&C’S.

11.2 This Agreement is the entire agreement between the parties on the subject matter contained herein and supersedes all representations, communications and prior agreements between the parties in that regard. Each party acknowledges that it has entered into this Agreement in reliance only on the representations, warranties, promises and terms contained or expressly referred to in this Agreement and, save as expressly set out in these terms and conditions, neither party shall have any liability in respect of any other representation, warranty or promise unless it was made fraudulently.

11.3 Service of notices: Any written notice required by this Contract should be sent to the business address of the intended recipient shown overleaf. Notices can be sent by hand, by post or by fax.

11.4 No course of prior dealing or usage of trade shall be relevant to amend or interpret this Agreement.

11.5 The warranties, indemnification obligations, limitations of liability and ownership rights set forth herein will survive the termination or expiration of this Agreement.

11.6 Client agrees to indemnify and hold harmless Omnia and its officers, directors, shareholders, employees, licensees and assigns against all liability resulting from or relating to the use of any deliverables furnished by Omnia, whether in the UAE or elsewhere.

11.7 The Services shall be as described in the Agency’s emails, and where necessary, modified as per the Client’s specification. Any written alterations as per the specifications supplied by the Client, shall be the Client’s responsibility. Any time/date for delivery as made by The Agency is committed on a ‘best efforts’ basis, and in good faith. Hence, The Client shall not be liable monetarily, commercially or legally if its ‘best efforts’ in this regard do not come through.

11.8 These T&C’S constitutes an agreement between the Parties and over-ride any statement, promise or representation made or given by or on behalf of the Agency that is not set out in these T&C’S.

11.9 Compliance: Except where the Agency agrees to the contrary, it shall be the sole responsibility of the Client to ensure that the Deliverables comply with all local laws (whether consumer, public or civil), regulations and codes in all countries in which use is intended as stated in the Agreement. It shall also be the Client’s responsibility to ensure that the Deliverables carry all disclaimers, warnings and public information which any competent lawyer of the Client in any of the relevant jurisdictions would advise.  Accordingly the Client agrees to indemnify and hold harmless the Agency and the Agency’s agents and employees from any liability, cost, loss, damages award, sum payable by way of settlement or other expense of any kind (including reasonable legal fees) arising from any claim, demand or action alleging that the Deliverables or use of them are contrary to any law, code or regulation in any country.

11.10 Publicity and examples: Notwithstanding any other disposition of the Rights agreed between the parties, the Agency shall have a continuing right to use the Deliverables for the purposes of advertising or otherwise promoting the Agency’s work.

11.11 Trade marks and domain names:  If any Deliverables use any trade marks, trading styles or trade names (‘Marks’) owned by the Client or under its control, it is agreed that the Agency shall have the right to use or allow use of any such Marks for the purpose of fulfilling the Agency’s obligations under the Agreement. The Agency shall not gain any rights over such Marks by virtue of such use, but the Agency shall be entitled to use the Marks both during and after the production and supply of the Deliverables to promote and advertise its own work. It shall be the Client’s responsibility to ensure that all domain names used in connection with the Deliverables are wherever practicable properly registered and do not infringe any third party rights and that any Marks of the Client or any third party used in the Deliverables, including such Marks as are supplied by the Agency as part of the Brief, are used in a manner which neither undermines the Client’s rights in its Marks nor infringes any third party rights.

11.12 Agency’s status: The Agency acts in this Agreement as a principal and not as agent for the Client and will enter into all related contracts as principal.

11.13 Sub-contracting and assignment: The Agency may sub-contract any or all of its rights or obligations under this Agreement and may with the Client’s consent, such consent not to be unreasonably withheld or delayed, assign the benefit and burden of its rights and obligations under this Agreement to any other entity.

11.14 Matters beyond the Agency’s reasonable control: The Agency is not liable for any breach of this Agreement caused by matters beyond its reasonable control including acts of God, fire, lightning, explosion, war, disorder, flood, industrial disputes (whether or not involving the Agency’s employees), weather of exceptional severity, unavoidable hardware or software failures, or acts of local or central government or other authorities.

11.15 Variation: Except as set out in these Conditions, any variation to the Contract, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by an authorized representative of The Agency.

11.16 In case the nature of the Deliverables are ‘Webhosting’, or ‘SEO optimization’, Schedule A will also apply.

11.17     Retainer work – unless stated in the quote, any hours which are surplus for the month will only be carried over for a maximum of a month and only up to 25% of the monthly allowed hours.  Any over hours will be charged at the standard rate on a monthly basis.

12 Governing law and jurisdiction:

12.1 Governing law and jurisdiction: The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the relevant laws as applicable in the UAE. Any disputes between the Parties shall be settled amicably, failing which the Dispute will be settled as per the rules and regulations framed for Arbitration under either of the appropriate Courts of the Emirate of Dubai or Abu Dhabi or under the auspices of the Dubai International Arbitration Committee (DIAC), from time to time (the selection of which is the prerogative of the Agency). In the case of short payment/non-payment by the Client, in which case, the Agency reserves the right to additionally file a case against the Client in his/her/its Home Country/Place of Domicile.

Schedule A: Web Design Services Agreement

This Web Design Services Agreement (the “Agreement”) is entered into by and between the Agency and the Client

1. Special terms and conditions for Webhosting and Domain name agreement:

1.1 The Agency may add text on an associated web site, detailing that the site has been designed and authored by the Agency and provide an appropriate hyperlink to the Agency website at www.omnia.ae

1.2 Domain registration:

1.2.1 The contract for the registration of the website is between client and the associated naming authority. The Agency acts only as the interim agent on behalf of Client for domain registration.

1.2.2 Client is bound by the terms and conditions of the associated naming authority. It is the responsibility of Client to obtain and be familiar with these terms and conditions.

1.2.3 The Agency cannot guarantee that a requested name can be registered and until the Agency has provided confirmation of the registration, client must not assume that registration has been effected.

1.2.4 The Agency provides no warranty that the domain name will not infringe the rights of any third party and that Client indemnifies the Agency in respect of any such infringements.

1.2.5 Web hosting accounts are to be used by the primary owner only. Personal account holders are not permitted to resell, store or give away web-hosting services of their website to other parties. Web hosting services are defined as allowing a separate, third party to host content on the owner’s web site. Exceptions to this include ad banners, classified ads, and personal ads.

1.2.6 The Agency does not allow any of the following content to be stored on the web servers provided by our web hosting packages: Adult material, warez, illegal material; this includes copyrighted works, commercial audio, video, or music files, and any material in violation of any Federal, State or Local law. Adult Material: Includes all pornography, erotic images, or otherwise lewd or obscene content. The designation of “adult material” is left entirely to the discretion of the Agency. Includes pirated software, ROMS, emulators, phreaking, hacking, password cracking. IP spoofing, etc., and encrypting of any of the above. Also includes any sites which provide “links to” or “how to” information about such material.

1.2.7 28 Day Policy The Agency will automatically provide an invoice for annual website hosting 28 days before the associated renewal date. This allows for the Client to determine if renewal is appropriate and provide adequate notice of termination for a particular service as required.

1.2.8 The Agency will automatically renew all website hosting unless Client has provided appropriate written communication that they wish to terminate website hosting at the annual renewal date. Non payment of a hosting renewal invoice is not sufficient notice that a hosting service should not be renewed. Client must inform the Agency in writing.

1.2.9 60 Day Policy The Agency will automatically provide an invoice for domain name renewal 60 days before the associated renewal date. This allows for the Client to determine if renewal is appropriate and provide adequate notice of termination for a particular service as required.

1.3.0 The Agency will not renew Domain Names unless full payment has been provided by Client to the Agency as detailed in the related renewal invoice. If Client does not pay the invoice before the specified renewal date, the domain name registration may lapse and enter a redemption period before then becoming unregistered.

1.3.1 If a domain name lapses due to late or non payment, the Agency may hold the domain name for up to 28 days. Should Client wish to release the domain name during this redemption period, the Agency will charge Client an administration fee which must be paid in full before the domain name will be released.

2. Special terms and conditions for SEO related work

2.1 The Agency shall provide the Client with Web based services such as Search Engine Optimisation Maintenance (hereinafter referred to as “SEO”) and other web based services, outlined in this document, on the Client’s websites referred to domains as agreed.

2.2 The Agency is authorised to use relevant keywords and/or phases for development, improving or maintaining the ranking of, and/or positioning the contents of the Client’s website/s in the search engines i.e. [www.google.com] and/or [www.bing.com] which are believed to be the two most frequently used search engines in the UAE.

2.3 SEO Services are intended to provide the Client with preferential positioning in search engines on an ongoing basis.

2.4 The Agency will endeavor to optimise &/or maintain Client’s main search terms along with keywords+regions or keywords +suburbs to appear on the top pages of search engines mainly Google.The search engine optimisation work will be carried out or maintained on a regular basis until this terms agreement expires or if the Client fails to make payments on time, or if this agreement is terminated.

2.5 The SEO Maintenance work that is carried out by Agency is solely aimed at increasing visibility and boosting sites’ rankings on Google. It is not possible to guarantee SEO results for any specific search engines or keywords, nor can the Agency quantify the level of increased traffic or sales, as a result of the SEO Maintenance, nor can the Agency guarantee increase in sales as a result of boost in search engine rankings.

2.6 The Client’s website/s ranking may vary during this period due to Search Engines’ change in algorithm (logic on ranking sites) which is beyond the control of the Agency. Additionally, both newly launched websites and other competitor websites may be optimised and submitted every now and then. Due to this reason the Agency cannot guarantee positions.

2.7 During this contract term no other web agency will have access to the Clients’ website/s besides the Agency. If for some reason the Client needs to give access for any other reason besides website design, revamp, modification or the Agency, then the Agency will be informed prior to giving access by the Client in writing through email or fax.

2.8 The Agency will not be responsible for any of the Clients’ websites or search engine ranking if access by the Client is given to any another individual/company or another Website Service Provider.

2.9 If any such work has been undertaken without the knowledge of the Agency, then the Agency may make this terms agreement null & void and any outstanding balance payment to date becomes payable by the Client to the Agency, should it be discovered that the Client has participated in actions to optimise their website through other means and sources.

3.0 The Client grants authority to submit both website pages to search engines, directories, and/or any other resource or relevant sites. The Agency will have the ability to optimise the structure and content of Clients’ website/s pages. Such changes generally have a minimal visual impact. The Agency will work directly with the Client in order to maintain and/or improve the frontend design of the clients’ website/s.

3.1 The client must provide the Agency with log-in information (username and password) to gain FTP access to his/her website/s to be optimised. The Agency will maintain confidentiality of log-in information. During the contract term, the Agency reserves the right to change username and password to maintain confidentiality.

3.2 Clients must inform other Webmasters or anyone else who has access to the both websites that the Agency has been engaged for maintaining both sites for SEO services.

3.3 The Client must allow implementation of all optimisation strategies on their websites. The Client is responsible for ensuring that their website/s are always active and accessible.

3.4 Acknowledgement: Client acknowledges the following with respect to services:

3.4.1 The Agency has no control over the policies of search engines with respect to the type of sites and/or content that they accept now or in the future. Client sites may be excluded from any directory at any time at the sole discretion of the search engines or directories. The Agency will resubmit those pages that have been dropped from the search engine index.

3.4.2 Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms and other competitive factors, the Agency does not guarantee positions on search engines for any particular keyword, phrase or search term.

3.4.3 Some search engines may take as long as 1 to 3 months, and in some cases longer, after submission/resubmission to list your site. Occasionally, search engines will stop accepting submissions for an indefinite period of time.

3.4.4 Occasionally, search engines will drop listings for no apparent or predictable reason. Often listing will “reappear” without any additional submissions. Should the listing not reappear, the Agency will re-submit the site based on the current policies of the search engine in question.

3.4.5 Intellectual Property: The source code and backend tactics used by the Agency to optimise website/s will remain the intellectual property of the Agency.

3.4.6 On termination of this terms agreement, the remaining contract amount needs to be paid out upfront (in full) untill the end of contract period, and all SEO work done on the Client’s sites will be removed, this being the intellectual property the Agency used to optimize the Client’s websites.

3.4.7 Hosting: The Client agrees that their website/s are not hosted with free web hosting providers. In cases where there is either concern that the current hosting IP address may be part of a ‘bad neighbourhood’ or for reasons of optimisation, then the Agency may request the Client to change hosting provider, for the Client’s benefit.

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