WEX TERMS & CONDITIONS
Agreement and Standard Terms & Conditions for Digital Marketing Services
Alam Altamayoz Advertising LLC (WEX) aims to deal with its clients in a professional, timely and favourable manner. By engaging Alam Altamayoz Advertising LLC (WEX) with their business, the clients will be accepting the following terms and conditions:
These Standard Terms and Conditions, together with the preceding quote (collectively, the “Agreement & Booking Form”) govern the terms under which Alam Altamayoz Advertising LLC (WEX) may manage digital campaigns for the ADVERTISER.
References to "ADVERTISER" in these Standard Terms and Conditions means the "CLIENT" as specified in the preceding quote and “Agreement & Booking Form”.
This agreement & Standard Terms and Conditions for Digital Marketing Services (“Agreement”) is hereby entered into between Alam Altamayoz Advertising LLC as (WEX). (hereinafter referred to as “the Agency”) and the party set forth in the related “Agreement & Booking Form” (“the Client” or “you”) incorporated herein by this reference (together with any subsequent attached forms submitted by Client, the “Agreement & Booking Form”)
The person signing the agreement certifies that (s)he is lawfully authorized to purchase services on behalf of your company.
2. The agreement
An independent contractor relationship will be created between the clients and Alam Altamayoz Advertising LLC (WEX), and that no partnership or joint venture is intended or implied by either party.
A date of commencement of the services will be agreed upon by both parties and charges will be applicable according to that date.
Either party may not cancel or fully transfer the service responsibilities to another service vendor before a prior notice of at least 10 business days.
Alam Altamayoz Advertising LLC (WEX) reserves the right to subcontract a third party service provider for some of the service tasks.
A person who is not a party to the Contract shall not have any rights under or in connection with it.
This Agreement shall commence on the effective date as indicated by signing and shall remain in effect through the quoted program’s end.
WEX’s services hereunder are personal in nature. This Agreement may not be assigned or transferred by WEX without the prior written consent of ADVERTISER.
Agency may assign, delegate or subcontract any rights or obligations under this Agreement.
This Agreement may only be modified in writing and signed by both parties hereto.
6. Commitment and Payment Terms
Unless otherwise agreed in the agreement, ADVERTISER will be billed in full upon advertising campaign activation. WEX will invoice ADVERTISER for all fees under this Agreement, and ADVERTISER will pay WEX all invoiced amounts within 3 days after the date of the invoice to WEX. WEX may remove any advertisements and cancel any Agreement, if ADVERTISER is in default of its payment obligations. Amounts due hereunder do not include taxes or other government fees, the computation and payment of which (other than taxes on WEX income) is the responsibility of ADVERTISER.
If clients avail any monthly service package of WEX then they are obliged to pay a full chargeable amount prior to the commencement of the work.
If WEX and the client agree on a fixed quote regarding any services then they are liable to pay 50% of the billable amount in advance, prior to the commencement of the work. The remaining 50% of the payment will have to be made within 7 days of the start date of the services or at the time of delivery and/or completing the service (As agreed in the signed agreement).
WEX shall invoice the clients monthly, in advance (case of monthly payment).
Also, if the clients do not pay a monthly invoice when it is due, WEX shall terminate the services immediately. In this case, we will not be liable to issue a 10 day prior notice.
Remuneration and assignments shall be reviewed annually or at any time in the event of substantial changes to the Client’s requirements. Any agreed review shall be confirmed in writing by both parties. Where the Agency’s remuneration is a fee based on the projected time to be incurred in providing the Services the Agency reserves the right to reconcile and adjust the fee every six months to reflect the actual time spent.
If the Client and the Agency are unable to agree remuneration in advance of the due date for the annual review the remuneration previously applied shall continue to be payable until such time as agreement is reached, at which point any necessary balancing payment shall be made, or until the Agreement appointment is terminated.
In the event that the Client requires any additional services outside of the originally agreed scope, the parties agree to negotiate in good faith with respect to the terms, conditions, and compensation for those additional services.
Travel and associated expenses and any other out-of-pocket expenses incurred by the Agency or its employees at the Client’s prior written request or incurred outside the scope of the Agency’s normal duties will be charged to the Client at cost.
The Agency reserves the right to charge interest on all overdue amounts at the higher of the local applicable interest rate or Central Bank of Dubai base rate + 2%.
7. Indemnity and Hold Harmless
ADVERTISER agrees to indemnify, defend, protect and hold free and harmless WEX and its officers, members, directors, and employees from and against any and all liabilities, damages, costs, expenses, obligations, claims, fines, penalties or losses, including but not limited to all attorney’s fees and other costs of defence, arising in any way from the fault or negligence of ADVERTISER, its agents, employees, and sales personnel or from the publication of any editorial or ADVERTISER materials supplied by ADVERTISER, including, without limitation, any such liability arising out of copyright, privacy, or antitrust. ADVERTISER shall not, however, be liable hereunder for any damages or other losses set forth above which are caused by the fault or negligence of WEX.
The Client shall indemnify and hold harmless the Agency (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable legal fees and all related costs and expenses) incurred by Agency as a result of any claim, judgment, or adjudication against the Agency related to or arising from (a) any photographs, illustrations, graphics, audio clips, video clips, text, data or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by the Client to the Agency (the “the Client Content”), or (b) a claim that the Agency’s use of the Client Content infringes the intellectual property rights of a third party. To qualify for such defence and payment, the Agency must: (i) give the Client prompt written notice of a claim; and (ii) allow the Client to control, and fully cooperate with the Client in, the defence and all related negotiations.
WEX shall not, however, be liable hereunder for any damages or other losses set forth above which are caused by the fault or negligence of ADVERTISER.
WEX will not be liable for any indirect or consequential losses due to delay in obligated service deliverables, where the delay is because of natural or ungovernable causes.
The clients will defend, cover and hold WEX harmless from and against any and all claims, losses, liabilities and expenses related to the services provided by WEX to the clients under this agreement, including without limitation claims made by third parties related to any false advertising claims, liability claims for products or services sold by the client, claims for patent, copyright or trademark infringement, claims due to disruption or malfunction of services provided, or for any content submitted by you for publication by WEX.
Due to the nature of digital media, any content/information given by the clients to WEX for publication will be accessible by the public as soon as the publication is carried out. WEX will not be responsible for screening the material and any damages or losses of profit, goodwill or any business asset due to the nature of content being publicized.
If at any time during the term of a service contract, we fail to insist upon the strict performance of any of your obligations under the service contract or any of these terms and conditions, then this will not automatically free of you from any of the obligations mentioned in the terms and conditions and will not constitute a waiver.
Any waiver of term and conditioned will be valid officially only if it is communicated to you in writing.
10. Failure to perform
Neither party will be liable for any delay or for failure to perform its obligations if that delay or failure is caused by circumstances beyond the control of the party including but not limited to, acts of God, industrial dispute, civil disturbance, strikes (strikes by that party’s employees or its sub-contractor’s employees) or lockouts or impossibility of obtaining source material. Such party shall be entitled to a reasonable extension of time for the performance of such obligations.
11. Relationship of parties
The Agency, in rendering performance under this Agreement, shall be deemed an independent contractor and nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership. The Client does not undertake by this Agreement, the Order Form or otherwise to perform any obligation of the Agency, whether by regulation or contract. In no way is the Agency to be construed as the agent or to be acting as the agent of Client in any respect, any other provisions of this Agreement notwithstanding.
Any notice required to be given under this Agreement shall be in writing and delivered personally to the other designated party at the addresses listed in the Order Form. Either party may change its address to which notice or payment is to be sent by written notice to the other under any provision of this paragraph.
Information that is disclosed by one party to the other party, and that is marked “confidential,” or which under the circumstances ought reasonably to be treated as confidential information (including this agreement), will be treated as confidential by you. You will not disclose to a third party such information or use such information other than for the purpose for which it was provided without the written consent of us. This limitation will apply for a period of one (1) year after disclosure of such confidential information. The foregoing limitations do not apply to the extent such information: (a) is or subsequently becomes publicly available other than through a breach of these limitations; (b) is already known to the receiving party at the time of disclosure; (c) is developed by the receiving party independent of such information; or (d) is rightfully received from a third party without restrictions on disclosure or use.
WEX and ADVERTISER collectively agree to keep the terms of this Agreement and all information pertaining to the advertising sales and other information pertaining to either party’s business strictly confidential except as may be required to sell Advertising. Disclosure by WEX or ADVERTISER to its attorneys, accountants, or tax advisors and sales representatives, or as may be required by law to any governmental agency or authority or to a court or arbitrator shall be conditioned on all reasonable steps being taken to maintain the confidentiality of the terms of this Agreement. Either party shall notify the other party promptly if any such disclosure is requested or required. Neither party shall issue any press releases or public announcements pertaining to this Agreement or the Advertising Sales unless such releases or announcements have been approved by the other party prior to issuance.
Information, like name, email, contact number, website URL that the clients provide us by filling the contact form will be kept confidential and not be exposed to a third party, without their prior consent. However, the information will be made privy to the employees of WEX .
WEX will take reasonable precautions to prevent the loss, misuse or alteration of your personal information.
The transfer of data over the internet is inherently insecure, and any kind of security in this regard cannot be guaranteed by WEX.
Although, we use SSL encrypted technology for making any kind of money transaction to ensure maximum security against online theft and fraud
14. Responsibility for Advertisements
ADVERTISER represents and warrants to WEX that it is fully authorized to deliver, and authorizes WEX to deliver on its partners’ behalf, content through advertisements (including, without limitation, all content such as text, graphics, URLs, and sites to which URLs are linked), and that all content complies with all applicable laws and regulations. If an agency is entering into this Agreement on behalf of an ADVERTISER, Agency agrees to the foregoing representations and also represents and warrants that it is the authorized agent of ADVERTISER, and ADVERTISER is not, as of the date of this Agreement, in material breach of any agreement with or in default with respect to any amount owed to Agency. It is the responsibility of ADVERTISER or ADVERTISER to inform WEX of removed or relocated web content that may adversely affect the advertisements’ ability to deliver appropriate content to visitors. WEX will not be held liable for any clicks delivered to removed or relocated web content, such as those resulting in an HTTP 404 error response code.
For the purposes of providing the services, Client agrees:
To provide the Agency with FTP access to its web sites for uploading new pages, and making changes for the purpose of SEO Services optimization or approval to go through a third party.
To authorize the Agency use of all the Client’s logos, trademarks, Web site images, etc., for use in creating informational pages and any other uses as deemed necessary by Agency for search engine positioning and optimization.
That if the Client’s web site(s) is light in textual content, the Client will provide additional relevant text content in electronic format for the purpose of creating additional web pages. Client agrees to provide content, for example 200 to 500 word “articles” about each of their keyword phrases.
The Client understands, acknowledges and agrees that:
The Agency has no control over the policies of search engines or directories with respect to the type of sites and/or content that they accept now or in the future. The Client’s web site(s) may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory entity. The Agency will resubmit those pages that have been dropped from the index.
Some search engines and directories may take as long as two (2) to four (4) months, and in some cases longer, after submission to list The Client’s web site(s).
Occasionally, search engines and directories will stop accepting submissions for an indefinite period of time.
Occasionally, search engines and directories 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 web site(s) based on the current policies of the search engine or directory in question.
Some search engines and directories offer expedited listing services for a fee. The Agency encourages the Client to take advantage of these expedited services. The Client is responsible for all expedited service fees unless otherwise noted in the Order Form.
This Agreement shall be construed and controlled by the laws of the Dubai, United Arab Emirates. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or communications. This Agreement does not constitute an offer by WEX and it shall not be effective until signed by ADVERTISER. ADVERTISER will not have direct access to bid management interface, advertising platforms, or metrics such as cost per click incurred and cost per thousand impressions incurred. All platform accounts and contents therein will remain the intellectual property of WEX during and after the program described with this. WEX will pay all media costs directly to 3rd party vendors.
16. Counts and Make Goods
WEX counts instances of Content being delivered based on requests, and WEX will issue monthly tracking reports on that basis. ADVERTISER will only be privy to results of their individual advertising or the cumulative results of their program when sponsoring a cooperative initiative. If WEX fails to deliver the contracted impressions during the contract term, ADVERTISER‘s sole remedy for such failure will be an extension of this Agreement until the contracted deliverables are provided in full. The final determination of delivery will be as reported by WEX’s ad server platforms. WEX will not be liable for impressions or other delivery discrepancies between said platforms and ADVERTISER’s 3rd party ad tagging. WEX guarantees costs and assumes all risks based on current levels of online inventories and marketplace demand. In the event, and only in the event, market conditions shift to prevent the execution of the contract as contemplated by the parties, ADVERTISER and WEX may mutually agree to alter the agreement terms or either party may terminate the contract upon 10 business days’ notice in party’s sole discretion.
WEX will provide monthly reports, at a minimum, taken directly from the applicable advertising account(s) demonstrating key metrics such as clicks, impressions and click-through rates. ADVERTISERS will only be privy to results of their individual advertising or the cumulative results of their program when sponsoring a cooperative initiative.
18. Independent Status
The parties intend that an independent contractor relationship will be created by this Agreement. Nothing in this Agreement shall be construed as making the parties joint venturers or as making either party or any of its employees the employee of the other.
19. Covenant Not to Divert
During the term of this agreement and for a period of one (1) year thereafter, the parties will not directly or indirectly solicit, induce, attempt to induce, or endeavour to entice away any employee of the other party, whether for their own account or for the account of a third party.
20. Read and understood
Each Party acknowledges that it has read and understands this Agreement and Standard Terms & Conditions for Digital Marketing Services via the www.wexadvertising.com Terms & Conditions and/or via the PDF file sent by email.
Each Party acknowledges that it has read and understands the Terms & Conditions attached to the “Agreement & Booking Form”.
Each Party agrees to be bound by: (a) The Quotation, (b) The Agreement and Standard Terms & Conditions for Digital Marketing Services (available via the www.wexadvertising.com Terms & Conditions and/or via the PDF file sent by email), and (c) The Terms & Conditions attached to the “Agreement & Booking Form”.
Alam Altamayoz Advertising LLC (WEX) reserves the right to modify the above terms and conditions at any point of time, including the time of an ongoing contract and changes in the terms and condition will be notified to the clients through company email
SEO – Search Engine Optimization: The process of improving ranking in search engine results
OSO – Organic Search Services : The process of maximizing your site(s) Organic content in order to potentially increase higher ranking on search engines.
FTP – File Transfer Protocol : File Transfer Protocol (FTP) is a standard network protocol used to copy a file from one host to another over a TCP/IP-based network, such as the Internet. Your website can be adapted through this method.
PSM – Paid Search Marketing : Optimization of Adverts purchased for a fee charged by the advert host.
SMM – Social Media Marketing : The process of improving your social media “brand” value to improve your social media profiles visibility and brand awareness.
22. Services terms & Conditions
In performing the Organic Search Services (OSO), the Agency shall develop a plan intended to increase the visibility of the Client’s Website(s) and improve the search ranking of the Website(s) in relation to search terms relevant to the Client’s business, and provide related program strategy and tactical recommendations.
The Client acknowledges that the OSO Services will require modifications to the Website(s) which may include changes to site titles, metadata, copy, structure, links, and other factors that influence higher index visibility and keyword ranking.
The Client will be responsible for providing appropriate personnel to work with the Agency to implement the recommendations provided as part of the OSO Services.
The Client shall be solely responsible for operating, maintaining and managing all aspects of the Website.
The Agency will own the right to search engine optimization we implement on websites, platforms or applications until all work has been completed and paid for.
Copyright. The client retains the right to data, files and graphics provided by the client. The client warrants that they hold all rights, permissions and copyright to all information provided and fully indemnify the agency against any and all claims, costs or actions regarding the use of information, files and graphics supplied by the client for the agency to use in respect of contracted web development services provided to the client.
Law. It is the clients responsibility to comply with the laws, taxes, and tariffs relating to web-sites and the agency does not offer legal advice in these matters
Proprietary code. Should the agency write custom code for a website or application required by the client, then the copyright for such code shall remain with the agency. In such cases the agency shall authorize the client to make full usage of such code within the confines of their own business only, unless agreed separately in writing.
The Agency will own the right to the IP of all online websites, platforms or applications (including modifications/bespoke coding made to open source solutions) which are being built or edited, until all work on them has been completed and paid for.
Please contact WEX for more information on website management packages where hosting security and the backups of websites is included.
Unless otherwise agreed by the parties in writing, in accordance with industry standard practice, the Agency’s contracts with search engines and other suppliers for the Clients’ paid search marketing are made in accordance with the search engine/supplier’s current standard terms, conditions and contracts. The Agency shall act as principal in dealing with all search engines/suppliers and all other suppliers unless otherwise mandated by local laws. In respect of the placing of all advertisements, the rights and liabilities between the Client and the Agency shall correspond to those between the Agency and the various search engines/suppliers under such conditions and contracts. Accordingly, the Client acknowledges and accepts: (i) that terms and rates are subject to revision in accordance with the agreements made by the various search engines/suppliers concerned and (ii) that all standard trading terms of search engines and other suppliers will be adhered to by the Client.
The Client shall indemnify the Agency and the relevant search engine/supplier in respect of any breach of any search engine/supplier terms which occurs as a result of any act or omission by the Client.
The Agency is not responsible for changes made to the Client’s web site(s) by other parties that adversely affect the search engine or directory rankings of Client’s web site(s).
The agency can not warrant that the SEO services will meet the client’s expectations or requirements. The entire risk as to the quality and performance is with the client. Except as otherwise specified in this agreement, the agency provides its services ‘as is’ and without warranty of any kind. The parties agree that (a) the limited warranties set forth in this section are the sole and exclusive warranties, provided by each party. Provided by each party, and (b) each party disclaims all other warranties, express or implied, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose, relating to this agreement, performance or inability to perform under this agreement, the content, and each party’s computing and distribution system. If any provision of this agreement shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from the agreement and shall not affect the validity and enforceability of any remaining provisions.