Terms and Conditions

1. Definitions and interpretation

1.1 In these Conditions the following terms have the meanings given below:

• Company: Sixty Seven Digital FZCO, United Arab Emirates.
• Conditions: these Conditions of Supply.
• Confidential Information: any information disclosed by one party to the other that the disclosing party has said is confidential, or that could reasonably be supposed to be confidential.
• Contract: any contract between the Company and the Customer for the supply of Services, incorporating these Conditions.
• Customer: any person, firm, company or other organisation to whom the Company's quotation or acceptance of order is addressed, including its successors in title and any entity arising from its merger, reorganisation or acquisition.
• Deliverables: all documents, products and materials developed by the Company or its agents, subcontractors, consultants and employees in relation to the Services, in any form, including computer programs, data, reports and specifications, and including drafts.
• Input Material: any documents, plans, drawings, designs, materials, data or other information provided by the Customer to the Company in relation to the Services.
• Intellectual Property Rights: design rights, utility models, patents, inventions, logos, business names, trademarks, domain names, copyright, moral rights, rights in databases, source code, reports, drawings, specifications, know-how, trade secrets, rights in software and any equivalent or similar rights in any jurisdiction, whether registered or unregistered.
• Output Material: any documents, plans, drawings, designs, materials, data or other information provided by the Company to the Customer in relation to the Services.
• Services: the services the Company agrees in the Contract to perform for the Customer, which may include website design and development, web and mobile applications, AI and automation, graphic design and branding, search engine optimisation, pay per click, social media management, website hosting, photography or video production, and any other service described in the Company's quotation.
• Website: the Customer's website for which the parties have agreed that the Services will be provided.

1.2 A reference to a clause is to a clause of these Conditions. Headings do not affect interpretation. 1.3 A reference to the parties means the parties to the Contract. 1.4 A reference to a law is a reference to it as amended, extended or re-enacted, and includes subordinate legislation made under it. 1.5 Words in the singular include the plural and the reverse.

2. Application of these Conditions and description of Services

2.1 All quotations are made and all orders are accepted subject only to these Conditions, which prevail over any other terms the Customer brings to the Company's notice.

2.2 A quotation does not create a Contract until the Company accepts the Customer's order under clause 2.3. A quotation is valid for 30 days from its date, unless the Company withdraws it earlier.

2.3 An order is not binding on the Company until the Company accepts it in writing.

2.4 The Customer must make sure that the terms of its order, any Input Material and any specification are complete and accurate.

2.5 Any typographical, clerical or other accidental error or omission in any sales literature, quotation, price list, acceptance, invoice or other document issued by the Company may be corrected without liability on the part of the Company.

2.6 The Company accepts orders only on the basis that those instructing it act as principals and are directly liable to the Company for all payments.

2.7 In some circumstances the law requires the Company to collect evidence of identity from its customers. If the Customer does not supply the due diligence evidence requested, the Company will be unable to provide the Services.

2.8 The Customer may not cancel an order except with the Company's express agreement and on the terms the Company requires.

2.9 The Customer may not vary, alter or defer an order except with the Company's written agreement and on terms that the Customer indemnifies the Company in full against all loss (including loss of profit), costs (including labour and materials used), damages, charges and expenses that result.

2.10 The Company may charge the Customer for any Output Material provided to the Customer.

2.11 The quantity and description of the Services are as set out in the Company's quotation or acknowledgement of order.

2.12 Samples, drawings, descriptions, specifications and advertising issued by the Company, and any descriptions or illustrations on its website or in its brochures, give only an approximate idea of the Services. They do not form part of the Contract, and this is not a sale by sample.

2.13 The Company has no obligation to accept any variation to the Contract requested by the Customer. No variation is accepted without the Company's written agreement.

2.14 Where Services are performed in accordance with Input Material, instructions, a specification or a design submitted by the Customer, the Customer indemnifies the Company in full against all loss, damage, costs and expenses awarded against or incurred by the Company in connection with any claim that the Company's use of them infringes the Intellectual Property Rights of any other person.

2.15 The Customer must make sure that its instructions and specifications do not contravene any applicable law or regulation.

2.16 The Services are provided for the Customer's sole use and may not be used or relied on by any third party.

2.17 The Company may change these Conditions at any time without prior notification. The version published on this page at the date of the Contract applies to that Contract.

3. Website design and development services

3.1 Unless agreed otherwise, the Customer will provide the text and images for the Website within fourteen (14) days. No refund is made if the Customer fails to provide enough content to complete the design. For an e-commerce website, product entry is the Customer's responsibility.

3.2 Proofs of all work are submitted for the Customer's approval. The Company is not liable for errors that the Customer did not correct and communicate at proof stage. Alterations and extra proofs requested by the Customer may be charged.

3.3 Content must be supplied in a suitable digital format unless agreed beforehand. Extra charges may apply for processing content in other formats, or where a significant amount of copywriting is needed.

3.4 The Customer permits the Company to use all content, text, logos and other Customer materials or identity for the purpose of creating the Website.

3.5 A design credit with a link to the Company's website will appear on all pages of the Website, in text or graphic form, designed to fit the Website.

3.6 The Company may use the work produced under the Services in any manner, at any time and anywhere in the world, to advertise or promote the Company's work.

3.7 The Customer must give the Company copies of any terms and conditions and privacy statement that the Customer wants included in the Website.

3.8 If the Company cannot complete a Website because text or pictures are missing, it may add sample text and suitable library pictures. The Website is then considered complete and is invoiced accordingly.

3.9 The Company will give an estimated timescale and will use reasonable endeavours to meet it, provided the Customer performs its own obligations promptly. Unless the Company agrees otherwise, timescales and completion dates are estimates only. The Company is not liable for delay or failure caused by circumstances beyond its reasonable control.

3.10 The Company designs a bespoke Website. The Customer acknowledges that bespoke does not describe the features of the content management system, unless the Company agrees in writing to provide a bespoke content management system.

3.11 The acceptance procedure is as follows:

• (a) When the Company considers the design complete, the Website is uploaded to a test domain and the Customer is notified by telephone or email.
• (b) The Customer has seven days from the notification to review the design and tell the Company of any changes needed to correct errors.
• (c) The Company carries out the agreed amendments within fourteen days. The Customer then has a further seven days to review the changes and report any errors in them.
• (d) After this period the design is considered accepted, full payment becomes due and the Customer is invoiced for the outstanding costs. The Website is not launched on the Customer's domain until the final payment has been received.
• (e) Any further amendments are chargeable.

3.12 The Customer pays the charges for these services, with time for payment being of the essence, as follows: (a) a non-refundable deposit before work starts, equal to 50% of the charges unless the Company agrees otherwise in writing in advance; and (b) the final 50% on acceptance under clause 3.11.

3.13 The Company aims to ensure that the Website works correctly on the server on which it is first installed and in the latest versions of Microsoft Edge, Mozilla Firefox, Safari and Google Chrome. The Company cannot guarantee correct operation on every server option.

3.14 All work is based on the Customer's answers to the questionnaire provided before work starts. Those answers form the brief. If the Customer later causes the brief to change substantially, the Company may make additional charges.

4. Graphic design and branding services

4.1 The parties agree a detailed project specification. Any proposed amendment must be made in writing and delivered to the other party. If an amendment causes extra expense, the Company may seek further payment. The Company is not responsible for amendments made by any third party, before or after the Customer signs off the final proof.

4.2 Any indication of a project's duration is an estimate. The Company cannot be held responsible for project over-runs, whatever the cause.

4.3 Where a project involves considerable development time, the Company requires payment on completion of development milestones. The Company may define those milestones and the payment due for each.

4.4 The Company delivers the completed project by a method it selects. If the Customer asks for delivery to a file server, the Customer is responsible for making sure the server and its disk space are properly configured.

4.5 On completion, the Company requires the Customer to sign off the final proof. Sign-off releases the Company from further work on the project.

4.6 The Customer delivers all content and materials needed, in the formats requested, before the project starts, or where that is not possible within 7 days of the start. The Customer tells the Company in writing, as soon as possible, of any delay and gives a revised timetable. The Company is not responsible for delays, missed milestones or extra expenses caused by late delivery or non-delivery of content and materials.

4.7 The Company is not responsible for image quality that the Customer later finds unacceptable, or for the quality of images scanned from printed materials. Extra expenses may arise for photography, art direction, image searches, media conversion, digital image processing or data entry.

4.8 The Company will not include text, images or other data that it considers immoral, offensive, obscene or illegal. All advertising material must meet the standards of the relevant advertising authorities. The Company may refuse submitted material without giving a reason. If the Company includes material in good faith and later finds that it breaches this policy or any law, the Customer must allow the Company to remove it without hindrance or penalty. The Company is not responsible for the inclusion of such material.

4.9 Unless agreed otherwise at briefing stage, all artwork produced remains the property of the Company, excluding photography supplied or purchased and any branding images not produced by the Company. The Company retains all Intellectual Property Rights in design work and design concepts, including words, pictures, ideas, visuals and illustrations, unless specifically released in writing. The artwork is licensed to the Customer on the basis that it may not be modified, re-used or redistributed without the Company's express written consent. Where a choice of concepts is presented, only one concept fulfils the Contract. All other concepts remain the property of the Company unless agreed otherwise in writing.

4.10 By supplying text, images and other data, the Customer declares that it holds the necessary Intellectual Property Rights permissions. Ownership of those materials stays with the Customer or the rightful owner. The Customer is responsible for any legal clearance needed before publication. If any material supplied by either party, believed to be free of copyright and royalties, later proves to have such limitations, the Customer will allow the Company to remove or replace it without hindrance or penalty. The Customer indemnifies the Company against all claims that result from the Customer not having obtained the required permissions.

4.11 Acceptance follows the same procedure as clause 3.11, applied to the work: notification on completion, seven days for review, fourteen days for agreed amendments, a further seven days for review, then acceptance, invoicing of the outstanding costs, and charges for any further amendments.

4.12 Payment, with time being of the essence: a non-refundable deposit of 50% of the charges before work starts, unless agreed otherwise in writing in advance, and the final 50% on acceptance under clause 4.11.

4.13 On expiry or termination of the Contract, any completed parts or test examples of the project that the Customer has not paid for must be returned to the Company, and the Customer may not keep copies.

4.14 Clause 3.14 (the brief) applies to these services as well.

5. Search engine optimisation services

5.1 The Company promotes the Website in line with the package of Services purchased. The search engine targeted is Google UAE unless stated otherwise.

5.2 The Company chooses, at its sole discretion, suitable search phrases. The position of the Website in the results for those phrases is used to assess listings. Reports contain one test phrase, although the Website may also be listed for other words.

5.3 The Company optimises pages of the Website in line with the package description. This may include adding, deleting or altering text, images, pages, meta tags, titles, mark-up, style sheets, scripts, internal and external links and site structure.

5.4 The Customer gives the Company the access it needs to the Website, including log-in details, which the Company keeps confidential. The Customer tells its webmaster and anyone else with access that the Company is working on the Website. Where the Company agrees, the Customer may instead make the requested changes promptly itself.

5.5 The Customer also helps to identify suitable keywords and gives direct access to existing analytical data about the Website, such as referral sources, visitor activity, usage and conversion rates.

5.6 Search engines are independent companies that select and rank sites by their own criteria. To obtain a high ranking the Customer must follow the Company's recommendations. If it does not, the results will be considerably weaker.

5.7 The Customer helps to make sure the Company has the unrestricted ability to optimise the structure and content of its pages. Such changes usually have little visual impact, and the Company works with the Customer to keep the original look and feel.

5.8 If changes made or recommended by the Company are altered, reversed or deleted, the Customer must tell the Company immediately. The Company may charge for restoration and remedial work.

5.9 The Customer grants the Company a non-exclusive licence to use the Website as far as needed to perform the Contract. The Company grants the Customer a non-exclusive, royalty-free licence to use any modifications it makes to the Website in connection with the Website.

5.10 The Customer acknowledges that:

• (a) Search engine algorithms change from time to time, which may affect rankings, and the Company has no control over such changes.
• (b) It can take many months for the Services to have a significant effect on rankings.
• (c) Search engine optimisation is an ongoing task. Ending the Contract or stopping promotion is likely to have a negative effect on the results achieved.
• (d) The Company is not responsible for alterations made by the Customer or any third party that reverse or affect its changes.
• (e) Promotion may lead to higher traffic and bandwidth needs, which the Customer arranges and pays for.
• (f) Rankings and traffic levels may go down as well as up.
• (g) No specific result, level of traffic, level of sales or position can be guaranteed.
• (h) The Company does not own or control the directories to which the Website may be submitted, and no refund is given if a directory refuses to include the Website.

5.11 These services are provided for the minimum period, and may be terminated only on the notice period, stipulated by the Company, subject to earlier termination under clause 19.

6. Pay per click services

6.1 The Customer bids for the ranking of a listing that appears in search results for a search term closely matching its subject. The amount of the bid determines the ranking of the listing.

6.2 The Company may refuse, reject, cancel, remove, edit or vary any search terms, descriptions, listings and bids at any time and for any reason.

6.3 The Customer submits only search terms, titles and descriptions that are relevant to the Website and keeps them current and accurate. All terms are subject to relevancy review and may be removed or rejected. No refund is given for charges that result from irrelevant terms.

6.4 The Customer pays Google for the cost of click-throughs on its listings, and pays monthly management fees to the Company. Clicks are charged monthly, and the charge per click varies with the search terms used.

6.5 The number of click-throughs is measured by the online reporting systems used by the Company. The Customer accepts that this data is the definitive and only measure.

6.6 Monthly reports are sent to the Customer by email. If the Customer terminates the Contract, the Company deletes or pauses the campaigns it created.

6.7 These services carry no warranty as to the number of click-throughs delivered. The Company is not liable for delay in changing a bid, does not guarantee that listings will be available or displayed, and makes no representation about their format or style.

6.8 These services are provided for the minimum period, and may be terminated only on the notice period, stipulated by the Company, subject to earlier termination under clause 19.

7. Social media management services

7.1 The Company completes an initial set-up of the campaign for the social media accounts in the Customer's package. Where required, designs that match the Website and the brand are produced for the Customer's approval.

7.2 Once the Customer approves the set-up, the accounts are created and the login details are sent to the Customer when the pages are complete. The Company sets up the profiles agreed at the start of the project and integrates the accounts into the Website where necessary.

7.3 The Company optimises and distributes the Customer's content. The Customer may supply blog content, news, new products, promotions and anything else it wants published. If the Customer cannot supply content regularly and on time, the Company can offer a paid copywriting service.

7.4 Google Analytics and social media tracking may need to be added to the Website. This is charged separately unless agreed otherwise.

7.5 The Customer gives the Company full access to the Website. Removing or restricting access may relieve the Company of its obligations. If the Customer cannot or will not give access, the Company provides instructions for installing conversion tracking.

7.6 The Company supplies a monthly activity report with its recommendations. Marketing new products and services may attract an additional set-up fee. The Company may recommend changes to the Website to improve results, will always quote for additional work, and proceeds only with the Customer's approval.

7.7 These services are provided for the minimum period, and may be terminated only on the notice period, stipulated by the Company, subject to earlier termination under clause 19.

8. Website hosting, domains and email

8.1 The Company makes available hosting capacity on a shared or dedicated server that meets the Customer's requirements in all material respects.

8.2 Use of hosting resources must be reasonable. Excessive use, as determined by the Company, is a breach of these Conditions. If the Customer's use puts server performance at risk for other customers, the Company may suspend the Website immediately or continue to host it for an additional fee.

8.3 The Company uses all reasonable endeavours to respond to reported interruptions, to fix problems with reasonable diligence and to restore service with minimum delay. The Company is not liable for data lost, corrupted or destroyed as a result of a suspension or interruption, for breaks in electricity supply or telecoms links provided by third parties, or for downtime caused by circumstances beyond its control.

8.4 The Customer undertakes that the Website will not be used, directly or indirectly, for any unlawful purpose, including:

• (a) copyright or trademark infringement;
• (b) transmitting, displaying or posting indecent, obscene or pornographic material;
• (c) committing any criminal offence, including the deliberate transmission of computer viruses, under the cybercrime laws of the UAE or of any other country;
• (d) transmitting, displaying or posting material that is defamatory, offensive, abusive or menacing;
• (e) violating or infringing the rights of any person, firm or company in the UAE or elsewhere, including using materials, photographs or images without the consent of the relevant third party;
• (f) purposes generally considered unacceptable, including spamming, hacking, password cracking, pirated software or IP spoofing, or linking to or explaining how to obtain such material.

8.5 The Customer indemnifies the Company against all losses and costs that result from a breach of clause 8.4, and makes sure that the Website complies with the laws of any country from which it can be accessed.

8.6 If the Company has reasonable grounds to believe that these Conditions have been or may be breached, it may monitor communications passing through the server. If the Website is used unlawfully, the Company may suspend or terminate service immediately, will notify the Customer at the same time, and may delete all of the Customer's files without further notice.

8.7 The Company advises on and registers domain names at its stated rates, but cannot guarantee that a name is available and gives no warranty that a name does not infringe third-party rights. A domain may be used only for legal, decent and honest purposes and must not breach any UAE law. The Company may decline to register or assign any domain name, and may delete or suspend a registration if payment is in default, with administration charges for reinstatement.

8.8 The Company may change its rates for domain registration and renewal, or modify related services, on at least 31 days' notice on its website. It may charge an administration fee for transferring a domain to another provider or party.

8.9 If a domain is not renewed before its expiry date, all related services are suspended. For .ae domains the Customer has up to 30 days in which to renew at the original fee. After that period, renewal is assessed case by case and cannot be guaranteed, and the name may be deleted from the register and offered for resale. A domain in redemption period incurs an additional redemption fee of USD 199. The Company acknowledges any contact from the Customer about renewals within 5 days.

8.10 If requested, the Company provides an email account on the domain within the quoted costs, or forwarding to an existing account. The Company accepts no responsibility for email server downtime or interruptions. Email accounts must not be used for spam. For virtual private servers the Company applies a 95% uptime policy.

8.11 The Company is not responsible for setting up or troubleshooting the Customer's own internet connection or outgoing mail server, which is the responsibility of the Customer's internet service provider.

8.12 The Company may feature the Website in future promotions without seeking prior consent. The Customer grants the Company a non-exclusive licence to use the Website as far as needed to perform the Contract.

8.13 The Company may discontinue hosting without liability if its authority to provide hosting ceases or is suspended. Hosting is provided for the minimum period, and may be terminated only on the notice period, stipulated by the Company, subject to earlier termination under clause 19.

9. Photography and video production services

9.1 Changes or additions to the Services, including a change of agreed format or additional days of shooting, are charged at the Company's applicable rates.

9.2 Production timescales are estimates. The Company uses reasonable efforts to meet deadlines notified by the Customer, but is not liable for delay in performing the Services.

9.3 The equipment used is at the discretion of the senior member of the Company's crew. If equipment fails, the Company uses reasonable efforts to obtain a suitable replacement as soon as possible.

9.4 The Company may move a production time or date if production is likely to be adversely affected by weather. The Company may remove its personnel and equipment from a location, at the Customer's cost, if it reasonably considers the location unsafe or if its personnel are subjected to abusive or aggressive behaviour.

9.5 If the Customer cancels the production or any part of it, the charges remain fully payable and become payable immediately. If production is delayed, postponed or aborted through the Customer's fault, the Customer bears all resulting costs, including the cost of doing the work at a different time.

9.6 The Customer must give at least two weeks' written notice to change a production date. Otherwise the Customer is liable for all costs that arise from the change.

9.7 Where the Customer arranges locations, the Customer makes sure the Company has clear access to all relevant parts of the location. Costs caused by obstructed access are for the Customer's account.

9.8 Copyright clearance must be obtained from the original owner before any Input Material is included in a production, and the necessary rights must be granted to the Company without charge. The Company may use material included in the production, in full or in part, for promotional purposes.

9.9 The Company is not required to produce anything that, in its reasonable opinion, would infringe intellectual property rights or is or may be illegal, scandalous, obscene or libellous.

9.10 The Company recommends that the Customer uses waivers and performers' release forms at all times. The Company accepts no liability if a production must be re-edited because a person refuses permission to show their image.

9.11 The Company may withhold delivery and transfer of ownership of the Output Material until all charges are paid in full. Any licence or transfer of copyright is subject to timely payment of all charges.

9.12 A first cut is sent to the Customer for review. One set of revisions to the first cut is included in the charges. Further revisions are charged at the Company's daily rates.

10. Terms that apply to all Services

10.1 From the date the Services are first provided until 6 months after the last date of supply, the Customer will not, without the Company's prior written consent, solicit, entice away, employ or engage (or attempt to do so) any person who is or has been an employee, consultant or subcontractor of the Company engaged in providing the Services.

10.2 Any consent given under clause 10.1 is subject to the Customer paying the Company a sum equal to 15% of that person's then current annual remuneration.

10.3 For pay per click, social media and call or website tracking services, the terms are set when the service is agreed. Unless stated otherwise before the service starts, there is no fixed term. Payment applies for the full month whatever the start date. The Customer must give 30 days' notice to terminate. On termination the Customer removes any tracking numbers and code placed on its website or social media accounts.

10.4 Where the Company charges no management set-up fee, advertising accounts and marketing campaigns created by the Company remain the property of the Company on termination, unless agreed otherwise.

11. Price

11.1 Prices are based on conditions at the date they are given and are subject to change. The effective price is the price confirmed in the Company's written acceptance of the order under clause 2.3. Where appropriate, Services are charged at the Company's then current hourly rates.

11.2 By giving notice before the Services are provided, the Company may increase the price to reflect an increase in cost due to any factor beyond its control (such as foreign exchange fluctuation, currency regulation or increases in the cost of labour or materials), any change in dates, quantities or specifications requested by the Customer, or any delay caused by the Customer's instructions or its failure to give adequate, accurate or complete information.

11.3 Unless stated otherwise, prices exclude Value Added Tax, which is charged at the rate applicable under UAE law.

11.4 Prices exclude disbursements such as travel, photography, copywriting, stock imagery, courier and other reasonable costs, which are charged separately to the Customer.

11.5 The Company is not liable if it fails to provide the Services in full, provided it has used reasonable endeavours to put the failure right, and the Customer remains liable to pay all charges.

11.6 A waiver or reduction of any price applies only if the Company agrees to it in writing.

12. Performance

12.1 The Company endeavours to provide the Services in line with the Customer's requirements, but is not liable for the consequences of any delay in providing them.

12.2 Unless the Company agrees otherwise in writing, the Services are performed at the Company's place of business.

12.3 The Company may perform the Services in separate tranches. Each tranche is invoiced and paid for under the Contract and is a separate contract. Cancellation or termination of one tranche does not entitle the Customer to repudiate or cancel any other.

13. Confidential information and intellectual property

13.1 Each party keeps the other's Confidential Information confidential and does not pass it to any third party without the disclosing party's prior written consent. This does not apply to information that a party has a legal or other duty to communicate, that is in the public domain, or that is already in the receiving party's possession through no fault of its own. Neither party uses Confidential Information for any purpose other than performing the Contract. This duty applies equally to any data processed with AI tools: security and data privacy come first.

13.2 The Customer acknowledges the Company's ownership of all Intellectual Property Rights in the Deliverables, the Output Material and the Services, and agrees not to contest it. Subject to any rights granted to the Customer under the clauses for a particular Service, the Customer acquires no such rights or licence. All Intellectual Property Rights developed by the Company in performing the Services vest in the Company absolutely.

13.3 All marketing campaigns created by the Company remain the property of the Company, which may retain all marketing work and optimisations unless other agreements are in place.

14. Payment

14.1 Subject to any special terms agreed in writing, the Company may invoice the Customer for the price of the Services on or at any time after acceptance of the order.

14.2 Subject to the payment clauses for a particular Service, and provided the Customer has produced references that the Company finds satisfactory, payment is due net 30 days from the invoice date. In all other cases payment is made in advance against a pro-forma invoice.

14.3 Time of payment is of the essence of the Contract. All payments are made without deduction, withholding or set-off.

14.4 If the Customer fails to pay an invoice by its due date, the Company may:

• (a) charge late payment interest or compensation on the overdue amount, calculated daily until payment in full, at the rate stated in the Company's quotation or, if none is stated, at the rate permitted under UAE law;
• (b) charge the Customer the costs of collecting the outstanding amount;
• (c) suspend any warranty for the Services or for any other services supplied to the Customer, whether or not they have been paid for;
• (d) apply any payment made by the Customer to such of the Services as the Company thinks fit;
• (e) set off any amount it owes the Customer against any amount the Customer owes it;
• (f) terminate the Contract, or suspend or cancel future performance of the Services;
• (g) cancel any discount offered to the Customer.

14.5 All sums payable to the Company under the Contract become due immediately on its termination, despite any other provision.

15. Force majeure

The Company may defer the date of the Services, cancel the Contract or reduce the volume of the Services ordered, without liability to the Customer, if it is prevented from or delayed in carrying on its business by circumstances beyond its reasonable control. These include acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes, restraints or delays affecting carriers, inability or delay in obtaining supplies, and the failure of any source of supply.

16. Warranty

16.1 The Company warrants, subject to the other provisions of these Conditions, that the Services will be performed with reasonable skill and care.

16.2 The Company's liability under clause 16.1 is limited to re-performing the Services found not to have been performed with reasonable skill and care and notified to the Company within 7 days of completion. Otherwise the Services are deemed satisfactory and additional rectification work is charged.

16.3 The Company is not liable for breach of the warranty in clause 16.1 if:

• (a) the deficiency arises from Input Material, instructions, a specification or a design supplied by the Customer, or from any cause that is not the neglect or default of the Company;
• (b) the full price has not been paid by the time stipulated for payment;
• (c) the deficiency is of a type that the Company has specifically excluded by written notice.

16.4 If the Company reasonably determines that a deficiency results from, or is excused by, any matter in clause 16.3, the Customer pays the costs reasonably incurred in investigating it.

17. Exclusion of liability and indemnity

17.1 This clause sets out the entire financial liability of the Company, including liability for the acts or omissions of its employees, agents and subcontractors, to the Customer for any breach of these Conditions, any use made by the Customer of the Services, and any representation, statement, act or omission, including negligence, arising under or in connection with the Contract.

17.2 All warranties, conditions and other terms implied by law are excluded from the Contract to the fullest extent permitted by law.

17.3 Nothing in these Conditions excludes or limits the Company's liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any matter for which it would be unlawful to exclude or limit liability.

17.4 Subject to clauses 17.2 and 17.3: (a) the Company's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the Contract, is limited to the Contract price; and (b) the Company is not liable to the Customer for loss of profit, loss of business or depletion of goodwill, whether direct, indirect or consequential, or for any claim for consequential compensation.

17.5 The Customer indemnifies the Company, fully and promptly, against all direct, indirect or consequential liabilities, loss, damages, injury, costs and expenses (including legal and other professional fees) awarded against or incurred by the Company in connection with any claim, to the extent that they arise from the Customer's instructions or from the Customer's fraud, negligence, failure to perform or delay in performing its obligations under the Contract, subject to the Company confirming such costs and losses to the Customer in writing.

18. Changes

The Company may, without prior approval from or notice to the Customer, change the specification of the Services where this is needed to comply with any applicable law or regulation, or where the change does not, in the Company's reasonable opinion, materially affect the specification.

19. Termination

19.1 Without prejudice to any other right or remedy, either party may terminate the Contract immediately by notice to the other, without liability, if the other party:

• (a) fails to pay any amount due under the Contract and remains in default seven days or more after being notified in writing to pay;
• (b) commits a material breach of the Contract and, if the breach can be remedied, fails to remedy it within 30 days of written notice;
• (c) repeatedly breaches the Contract in a way that reasonably justifies the opinion that it does not intend, or is not able, to give effect to its terms;
• (d) suspends or threatens to suspend payment of its debts, is unable to pay its debts as they fall due, enters into negotiations or an arrangement with its creditors, or becomes subject to bankruptcy, insolvency, liquidation, winding up, receivership, administration or any similar process under the law that applies to it (other than a solvent reorganisation);
• (e) has a creditor attach or take possession of, or enforce any process against, the whole or any part of its assets, and the attachment or process is not discharged within 14 days;
• (f) suspends or ceases, or threatens to suspend or cease, all or a substantial part of its business;
• (g) undergoes a change of control.

19.2 On termination of the Contract for any reason: (a) the Customer immediately pays all of the Company's outstanding invoices and interest, and the Company may invoice for Services supplied but not yet invoiced, which is payable immediately on receipt; and (b) the accrued rights and liabilities of the parties, and any provision that expressly or by implication survives termination, are not affected.

20. General

20.1 No forbearance or indulgence granted by the Company to the Customer limits the Company's rights under these Conditions.

20.2 Any notice under these Conditions must be in writing and addressed to the other party at its registered office or principal place of business.

20.3 A person who is not a party to the Contract has no right to enforce any of its terms.

20.4 If any provision of these Conditions is held by a competent authority to be invalid or unenforceable, in whole or in part, the validity of the other provisions and of the remainder of that provision is not affected.

20.5 The Company may perform any or all of its obligations under the Contract through subcontractors.

20.6 The Contract is the entire agreement between the parties on its subject matter and supersedes all prior and contemporaneous agreements and understandings.

20.7 The parties will first try, in good faith, to settle any dispute arising under or in connection with the Contract by discussion between their senior representatives.

20.8 These Conditions and the Contract are governed by the laws of the United Arab Emirates as applied in the Emirate of Dubai. The parties submit to the exclusive jurisdiction of the courts of Dubai.

20.9 The Arabic and English versions of these Conditions are intended to have the same meaning. Please see our Privacy Policy for information on how we protect your data.