Terms of Engagement

Terms of Engagement

Effective Date: 13-12-2021

These Terms of Engagement (“Terms”) govern the professional relationship between 13 December Media, a sole proprietorship registered in Dubai, United Arab Emirates (“Agency”, “we”, “us”, or “our”), and any individual or entity (“Client”, “you”) engaging our services.

By engaging our services, you agree to these Terms.

1. Scope of Services

13 December Media provides services including but not limited to:

  • Brand strategy
  • Marketing strategy
  • Creative direction
  • Social media management
  • Advertising campaign development
  • Content production
  • Consulting and advisory services

The exact scope of work shall be defined in:

  • A written proposal
  • Statement of Work (SOW)
  • Email confirmation
  • Or signed agreement

Only items explicitly included in the approved scope are covered.

2. Fees & Payment Terms

2.1 Fees

Fees will be specified in the approved proposal or agreement.

2.2 Payment Schedule

Unless otherwise agreed:

  • Monthly retainers are payable in advance.
  • Project-based work requires a deposit before commencement.
  • The remaining balance must be paid as per agreed milestone schedule.

2.3 Late Payments

Late payments may result in:

  • Suspension of services
  • Delay in deliverables
  • Late payment fees where applicable

The Agency reserves the right to pause all work until outstanding invoices are settled.

3. Client Responsibilities

The Client agrees to:

  • Provide timely access to required information, assets, and approvals
  • Ensure that materials provided do not infringe third-party rights
  • Respond to feedback requests within reasonable timelines
  • Make payments as agreed

Delays in approvals or asset delivery may impact project timelines.

4. Intellectual Property

4.1 Ownership of Deliverables

Upon full payment:

  • Final approved deliverables become the property of the Client,unless otherwise specified in writing.

4.2 Agency Rights

The Agency retains the right to:

  • Display completed work in portfolios
  • Use project work for promotional purposes
  • Retain ownership of proprietary processes, frameworks, and methodologies

Unpaid work remains the property of the Agency.

5. Revisions & Scope Changes

Projects include a reasonable number of revisions as specified in the proposal.

Additional revisions, scope expansions, or new deliverables:

  • May require revised pricing
  • May extend timelines

Work outside the agreed scope will not be performed without written approval.

6. Confidentiality

Both parties agree to maintain confidentiality regarding:

  • Business information
  • Strategy documents
  • Financial data
  • Trade secrets

Confidential information shall not be disclosed without prior written consent, except where required by law.

7. Performance & Results Disclaimer

Marketing outcomes depend on multiple variables beyond the Agency’s control, including:

  • Market conditions
  • Audience behavior
  • Platform algorithms
  • Competitive landscape

The Agency does not guarantee:

  • Specific revenue outcomes
  • Lead volume
  • Advertising performance metrics
  • Search engine rankings

All services are provided on a professional best-effort basis.

8. Limitation of Liability

To the fullest extent permitted by law:

  • The Agency shall not be liable for indirect, incidental, or consequential damages.
  • Total liability shall not exceed the total fees paid by the Client for the specific project or service in question.

9. Termination

Either party may terminate the engagement by providing written notice.

For retainers:

  • A 30–90 day notice period may apply as specified in the agreement.

Upon termination:

  • Outstanding invoices become immediately payable.
  • Work completed up to termination remains billable.

10. Independent Contractor Relationship

13 December Media operates as an independent contractor.

Nothing in this agreement shall create:

  • Partnership
  • Joint venture
  • Employment relationship

11. Force Majeure

The Agency shall not be liable for delays or failure to perform due to circumstances beyond reasonable control, including but not limited to:

  • Natural disasters
  • Government actions
  • Platform outages
  • Technical disruptions

12. Governing Law

These Terms shall be governed by and construed in accordance with the laws of:

Dubai, United Arab Emirates

Any disputes shall be subject to the exclusive jurisdiction of Dubai courts.

13. Amendments

The Agency reserves the right to update these Terms at any time.

The latest version will always be available on the Website.

14. Contact

For questions regarding these Terms:

13 December Media

Dubai, United Arab Emirates

Email: hello@13december.co

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