01Scope
These terms apply to all advertising, brand strategy, social media, video production, activation and related services (the “Services”) that Social Cangaroo (“we”, “us”) provides to a client (“you”).
If you and we sign a separate agreement or proposal, it forms part of the contract and, if it conflicts with these terms, it prevails on the point in conflict. Your own standard terms do not apply unless we agree to them in writing.
02Proposals and engagement
A proposal or quotation sets out the Services, deliverables, timeline and fees. It is valid for the period it states or, if none is stated, 30 days. A contract is formed when you accept it in writing (email is enough) or instruct us to start.
Work outside the agreed scope is a change. We will tell you what it affects, and it proceeds only once you approve the revised cost and timing.
03What we need from you
To deliver on time, you agree to:
- give us accurate information, assets and access we reasonably ask for, promptly;
- nominate someone with authority to give approvals and feedback;
- review and approve work within the timeframes we agree.
Delays caused by late information or approvals may move delivery dates and, where they cause us extra cost, may be charged.
04Fees and payment
Fees are as stated in the proposal or invoice, in the currency stated there. Unless we agree otherwise, they exclude value-added tax and similar taxes, which are added where they apply.
Invoices are payable by the date shown on the invoice, or if none is shown, within 30 days of issue. If an invoice is overdue we may pause work, and the Services resume once it is paid. We may require a deposit before work starts.
05Third-party costs
Media and advertising spend, influencer and talent fees, production crew, locations, licences, printing and similar third-party costs are separate from our fees unless the proposal says otherwise. We will agree them with you before committing to them and may pass them through at cost.
06Revisions and approval
The proposal states how many rounds of revisions are included. Further rounds are chargeable. Once you approve a deliverable it is treated as accepted, and changes after approval are handled as a change to scope.
07Intellectual property
On receipt of full payment, you own the rights in the final deliverables we create for you, to the extent stated in the proposal. Until then, you have a limited licence to use them for the agreed purpose only.
We keep ownership of our pre-existing materials, tools, methods, templates and know-how, and grant you a licence to use any of them that are embedded in a deliverable. Unless you tell us in writing not to, we may show the finished work, without confidential information, in our portfolio and marketing.
Third-party materials (stock imagery, music, fonts, talent likeness) are licensed on their owners' terms, which we will make available to you.
08Your materials and claims
You confirm that you have the right to give us any logos, content or other materials you provide, and that the products, services and claims you ask us to advertise are lawful, truthful and can be substantiated. You are responsible for those claims and for the legal compliance of your own products and offers, and you will reimburse us for losses arising from a third-party claim about materials or claims you supplied.
09Confidentiality
Each of us will keep the other's non-public business information confidential, use it only to perform the contract, and disclose it only to people who need it and are bound to keep it confidential, or where the law requires. This continues after the contract ends.
10Personal data
Each of us will comply with the data-protection law that applies to it. Where we handle personal data on your behalf, we will do so only on your instructions and with appropriate security, and we will agree any further terms in writing. Our handling of data about website visitors is described in our Privacy Policy.
11Platforms and results
We work on third-party platforms (social networks, ad networks, publishers) whose rules, algorithms and pricing change without notice and are outside our control. We use reasonable skill and care, but we do not guarantee any particular reach, engagement, sales or ranking, or that an account or advertisement will not be restricted by a platform.
12Term and termination
The contract runs for the period stated in the proposal or until the work is delivered. Either of us may end it on 30 days' written notice, or immediately if the other commits a material breach that is not fixed within 14 days of being told, or becomes insolvent.
On termination you pay for work done and costs committed up to that date. Clauses that by their nature should survive, including payment, intellectual property, confidentiality, liability and governing law, do.
13Limits on liability
Nothing in these terms excludes or limits liability that cannot be excluded or limited under UAE law, including for fraud, or for death or personal injury caused by negligence.
Subject to that, we are not liable for indirect or consequential loss, or for loss of profit, revenue, data or goodwill. Our total liability arising out of the Services is limited to the fees you paid us for the specific Services giving rise to the claim in the 12 months before it arose.
14Events beyond our control
Neither of us is liable for delay or failure caused by something beyond our reasonable control, such as natural disaster, war, civil unrest, government action, power or internet failure, or platform outage. The affected party will tell the other promptly and take reasonable steps to resume.
15General
- Whole agreement. The proposal and these terms are the entire agreement and replace earlier discussions.
- Changes. A change to the contract must be in writing and agreed by both of us.
- Assignment. You may not transfer the contract without our written consent.
- Severability. If a provision is unenforceable, the rest remains in force.
- Notices. Notices may be given by email to the address each of us has most recently provided.
16Governing law and disputes
The contract is governed by the laws of the Emirate of Dubai and the federal laws of the United Arab Emirates applicable in it. We will first try to settle any dispute by good-faith discussion; failing that, it is subject to the exclusive jurisdiction of the courts of Dubai, United Arab Emirates.
17Contact
Questions about these terms: info@socialcangaroo.com, or Social Cangaroo, Sheikh Zayed Road, Dubai, United Arab Emirates.