Article 1 - Preliminary Definitions

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For the application of these General Terms and Conditions (the "Terms"), the following terms are defined as follows:

• T&Cs: Refers to these General Terms and Conditions of Service.

• Client: Refers to the individual or entity acting in the context of its professional activity, requesting Services. The term "Client" also refers to their representatives, employees, or third parties appointed by them.

• Contract: A detailed description of the Services to be provided, their duration, the financial terms for the execution of the Services, and if applicable, any specific terms regarding the Services that may deviate from the T&Cs.

• Confidential Information: Any information provided by either Party, as well as information to which they may have had access, directly or indirectly, during the conclusion and execution of the Contract, regardless of the form and/or medium of such disclosure or knowledge, and designated as such by the transmitting Party.

• Parties: The Service Provider and the Client may be referred to as Party or Parties individually or collectively within these T&Cs.

• Service Provider: Refers to the company COMEAL AGENCY FZCO, a sole proprietorship located at IFZA Business Park, DDP, PO Box 342001, Dubai, United Arab Emirates, License Number: 53231.

• Services: Refers to the services provided by the Service Provider as outlined in the Contract, including:

  • Technical expertise and advice for creating digital content,

  • Management of digital posts,

  • Creation of sponsored campaigns,

  • Provision of an effectiveness report on the actions taken each month.

  It is noted that certain Services are offered by the Service Provider to the Client as optional upon the Client’s request.

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Article 2 - Scope of Application

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These T&Cs, together with the Contract, form the sole basis of the commercial relationship. Their purpose is to define the conditions under which the Service Provider provides the Client, who requests the Services via the Service Provider's website, direct contact, or in paper form, with the Services.

They apply without restriction or reservation to all Services provided by the Service Provider to the Client, regardless of any clauses that may appear in the Client’s documents. These T&Cs and the Contract contain and express the entire agreement between the Parties.

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Neither Party shall be entitled to rely on any agreement or arrangement that does not appear in these T&Cs or the Contract.

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Any stipulations contrary to these T&Cs or the Contract, particularly in the Client’s terms and conditions, shall be considered null and void.

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The invalidity of any contractual clause of these T&Cs and/or the Contract shall not lead to the invalidity of the T&Cs, unless it is a decisive clause that led one of the Parties to enter into the Contract.

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In accordance with applicable regulations, these T&Cs shall be communicated to any Client who requests them, allowing them to place an order with the Service Provider. Any order for Services implies the Client’s acceptance of these T&Cs.

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The information provided in the Service Provider’s catalogs, brochures, and pricing is for informational purposes only and is subject to change at any time. The Service Provider is entitled to make any modifications that it deems necessary.

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In accordance with applicable regulations, the Service Provider reserves the right to deviate from certain clauses of these T&Cs based on negotiations with the Client, through the establishment of the Contract.

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Article 3 - Service Provider’s Performance

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The various services offered by the Service Provider are outlined as follows:

a. Creation and/or Design of Pages The Service Provider will create or design digital pages enabling the Client to communicate digitally about their services.

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b. Photoshoot Session by a Professional Photographer The Service Provider will manage (i) the execution of a photoshoot session by professional photographers and (ii) the publication of the photographs taken on the Client’s social media platforms. The number of photoshoots is stated in the Contract. In the event the photographer is unable to carry out the required content due to a failure on the part of the Client (e.g., absence of preparation, refusal to provide a dedicated space, failure to communicate necessary information for the photoshoot, etc.), the Client will be responsible for arranging a new session, except in the case of force majeure. If the photoshoot is canceled or postponed within 72 hours of the session's start time, a penalty of $80.00 per cancellation or rescheduling will be applied.

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c. Monthly Effectiveness Report The Service Provider will send the Client monthly results to measure the impact of the Contract on the Client's business. By exception, the initial effectiveness report will cover a 2-month period to provide a sufficiently representative comparison period to assess the results.

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d. Management of Digital Posts To ensure the Client maintains a regular digital presence throughout the duration of the Contract, the Service Provider agrees to make posts on the Client’s "Facebook" and "Instagram" accounts. The number of posts on each platform is specified in the Contract. Optionally, the Service Provider may also post on the Client’s "Google My Business" account. This option must be included in the Contract for the Service Provider to commit to providing this Service.

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e. Creation of Sponsorship Campaigns The Service Provider will create customized sponsorship campaigns for the Client, designed to highlight a specified number of their digital posts to increase visibility. The campaign materials and the sponsorship campaign budget are detailed in the Contract.

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f. Optional Services The Service Provider agrees to perform, upon request by the Client and as an option noted in the Contract, the following services:

• Response to Customer Reviews: The Service Provider will respond to customer reviews posted on platforms specified in the Contract to improve the Client’s SEO performance.

• Creation of Animated Content (GIFs, Mini-Videos, Slow Motion): Creation of visuals by a graphic designer (e.g., announcements, special offers).

• Creation of a Custom Audience on Instagram.

• Creation of Stories.

• Implementation of Contests: It is specified that Meta Platforms, Inc. will not be held responsible for the organization of contests, and the Client will be responsible for complying with each social network’s regulations.

• Management and Update of the "Google My Business" Tool: The Service Provider will manage the Client’s "Google My Business" account with regular updates of the information related to the Client (e.g., products, services, hours).

• Collaboration with Influencers.

• Assistance & Advice 5 days a week.

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The Parties will mutually determine the scope and details of the Optional Services described in this Article before any execution of the Contract.

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Article 4 - Independence of the Parties

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The Service Provider is an independent company from the Client, and the Parties are not bound by an employment contract. The Parties agree to act as loyal and good-faith partners and, in particular, to inform each other of any difficulties encountered during the execution of the Contract and/or these T&Cs. The Parties agree to fulfill the obligations imposed on them under the Contract and/or these T&Cs.

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The Parties agree to provide each other with any information, data, and assistance necessary for the other Party to fulfill its obligations under the best possible conditions.

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In case of any professional obligations specific to the Client’s business, the Client is required to inform the Service Provider in writing before any execution of the Contract, as the Service Provider is not subject to those obligations.

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In any case, the Parties agree that the Client is responsible for complying with its professional and, if applicable, ethical obligations and that the Service Provider cannot be held liable for any failure to comply with these obligations.

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Article 5 - Pricing - Payment Terms

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5.1 Monthly Payments When the Contract provides for monthly payments, an invoice will be issued by the Service Provider and given to the Client monthly.

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5.2 Pricing The Services are provided at the Service Provider’s rates in effect at the time of the order, i.e., the date of the Contract's signing, according to the Service Provider’s rate schedule in the Contract previously signed by both Parties.

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The rates are expressed in UAE Dirhams (AED) and exclude VAT and any other applicable taxes.

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5.3 Payment Due Date The price must be paid no later than 30 days after receiving the Service Provider’s invoice.

From the day following the expiration of the due date, late payment penalties will be due in an amount equal to three times the legal interest rate in effect, plus a fixed collection fee. The Service Provider will not be required to provide the ordered Services if the Client fails to pay within the terms and conditions outlined in these T&Cs.

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5.4 Secure Payment Methods The following secure payment methods will be used:

• Bank transfer;

• Visa, MasterCard, American Express, or other credit cards.

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Article 6 - Service Delivery Terms

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6.1 The commencement of the services requested by the Client will take place within a maximum of 1 month from the signing of the Contract by both Parties. This timeframe is indicative and does not constitute a strict deadline. If the delay in delivering the services exceeds one month, the Service Provider’s liability will not be engaged, except if the delay exceeds two months. In such a case, the Client may request the termination of the Contract and a refund of any deposits already paid.

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The Service Provider’s liability will not be engaged in the event of delay or suspension of services caused by the Client or due to force majeure.

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6.2 If the Client requests specific conditions regarding the service delivery, and these are accepted in writing by the Service Provider, additional costs will be charged based on a quote previously approved by the Client.

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6.3 If the Client does not raise any objections or claims upon receiving the services, they will be considered compliant in terms of quantity and quality. The Client has 15 days from the delivery of the services to submit any objections or claims, along with the necessary supporting documents. Any claim will be considered invalid if these formalities and deadlines are not respected.

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The Service Provider agrees to either refund the Client or correct any non-compliant services as soon as possible and at their own expense, provided that the non-compliance is duly proven.

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The Service Provider reserves the right to subcontract all or part of the services, provided that it complies with applicable regulations. The Client agrees to allow the Service Provider to share the necessary information with subcontractors for the execution of the Contract.

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Article 7 - Client’s Obligations

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The Client agrees to fulfill the following contractual obligations:

• To make payment to the Service Provider in accordance with the terms specified in the General Terms and Conditions (GTC) or the specific conditions of the Contract;

• To grant the Service Provider access to all of their social media accounts;

• To authorize the Service Provider to create accounts on the Client’s behalf on necessary social media platforms to carry out the services;

• To allow the Service Provider to publish content related to the services on the Client’s social media accounts throughout the duration of the Contract;

• To provide all information that will enable the Service Provider to perform the services efficiently and within the agreed timelines;

• To ensure the compliance of all information, documents, and/or products provided with applicable laws and regulations;

• To ensure that their staff, as well as any subcontractors, suppliers, and/or agents, comply with the Contract;

• To provide the Service Provider and their team with a safe working environment and prevent any inappropriate behavior, racist remarks, insults, or other forms of aggression;

• To authorize the Service Provider to take or have photographs taken of their activities, products, establishments, and employees, and to inform them of the scheduled date;

• To make available all products offered by the Client (e.g., dishes, beverages) for the photo shoot;

• To immediately inform the Service Provider of any event or situation that might delay the execution of the services;

• To notify the Service Provider in a reasonable time if a photo shoot is postponed or canceled.

• The Client must hold, without restriction, all rights and authorizations for the following:

  1. If individuals are photographed, filmed, or recorded in connection with the execution of the services, the Client guarantees and declares that (i) they have obtained and will retain all necessary consents and authorizations for the Service Provider and any authorized third parties to execute the services and use the content (photos, videos, recordings) for the purposes outlined in the Contract, and (ii) the Client will make any required payments to obtain and retain these consents and authorizations.

  2. The Client will obtain all necessary authorizations and releases to photograph and/or film the following: (a) the premises designated by the Client; and (b) the objects, goods, and products within those premises during the execution of the services.

  3. Upon request, the Client will provide copies of the aforementioned authorizations (for individuals, premises, and other matters). The Client acknowledges that any delays in providing these copies may delay the services. If no fault is attributable to the Service Provider and the Client fails to meet their contractual obligations, the Service Provider reserves the right to postpone and/or suspend the services and claim compensation for any damages incurred. This claim for damages will be outlined in a detailed quote specifying the damages and their amounts. The Service Provider will not be held responsible for any delays or damages suffered by the Client if the Client fails to meet their contractual obligations.

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Article 8 - Duration, Renewal, Termination

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Unless stated otherwise in the Contract, the Contract takes effect on the date of signature by both Parties for a duration of 12 consecutive months.

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For Contracts signed for an indefinite duration, either Party may terminate the Contract by written notice (via email or letter) with a 30-day notice period.

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For Contracts signed for a fixed duration of less than 12 consecutive months, the Contract will be effective from the date of signature for the specified duration.

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At the end of the specified duration, the Contract will automatically renew for another 12 consecutive months, unless either Party gives written notice of termination 30 days before the end of the term.

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The Client may request the termination of the 12-month Contract at any time and for any reason. The termination request must be submitted by email with acknowledgment of receipt or by registered letter. The Client must honor the full remaining payments within 30 days of receiving the acknowledgment of receipt of the termination request, and this payment must be made in one lump sum (unless otherwise agreed in writing between the Parties). Failure to do so will allow the Service Provider to take legal action against the Client.

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The Service Provider will issue an invoice for the remaining fees due to the Client within 30 days of receiving the termination request.

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Article 9 - Service Provider’s Liability and Warranty 

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The Service Provider guarantees, in accordance with legal provisions, to protect the Client against any defects in the services or hidden flaws resulting from a design or provision defect, excluding any negligence or fault of the Client.

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The Service Provider’s liability may only be engaged in cases of proven fault or negligence and is limited to direct damages, excluding any indirect damages, of any kind.

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To assert their rights, the Client must, under penalty of forfeiture of any related claims, inform the Service Provider in writing of the existence of any defects within a maximum of 15 days from their discovery.

The Service Provider will rectify or have the defective services rectified, at its sole expense, using appropriate methods and as agreed with the Client.

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In any case, if the Service Provider is found liable, the warranty will be limited to the net amount paid by the Client, excluding taxes, for the provision of the services.

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Article 10 - Intellectual Property Rights

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The Service Provider, its successors, assigns, and/or subcontractors retain ownership of all intellectual property rights related to studies, designs, models, prototypes, photographs, videos, etc., created (even at the Client's request) in preparation for the provision of services to the Client.

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The Client is allowed to use the studies, designs, models, prototypes, photographs, videos, etc., without constraint throughout the duration of the Contract. Once the Contract is terminated, the Client is prohibited from reproducing or exploiting these items without the express, written, and prior consent of the Service Provider, which may condition this consent on financial compensation.

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As part of the Contract’s execution, the Client grants the Service Provider a non-exclusive right to reproduce the Client’s commercial name, establishment signage(s), products, as well as its graphic charts and semi-figurative trademarks for the purpose of performing the services. This right is granted to allow the Service Provider to communicate, in whole or in part, or promote the Service Provider and/or its services worldwide during the term of the copyright protection under applicable law. This right extends to all means and media (including but not limited to social media and websites controlled by the Service Provider or its affiliates).

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This authorization is valid for all content used by the Service Provider. Notwithstanding the above, the Service Provider may grant the Client, as part of the partnership or by written agreement, a limited, non-exclusive right for the entire world to use, reproduce, publish, and display the content, including on the internet (including platforms, social media, websites, and third-party applications), during the legal term of copyright protection under the applicable jurisdiction(s).

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Furthermore, the Client authorizes the Service Provider to include the completed services (including photographs, publications, etc.) in its references (such as commercial and marketing documents, websites, etc.), even after the end of their commercial relationship.

 

 

Article 11 - Personal Data

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The personal data collected from Clients is subject to processing by the Service Provider. This data is recorded in the Service Provider’s client file and is essential for processing orders.

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These personal data will also be retained for security purposes, in order to comply with legal and regulatory obligations. They will be kept for as long as necessary to fulfill orders and any applicable warranties.

The data controller is the Service Provider. Access to personal data will be strictly limited to employees of the data controller, who are authorized to process the data in the course of their duties. The collected information may be shared with third parties associated with the Service Provider under contract for the performance of subcontracted tasks, without the need for the Client’s consent.

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In the course of executing their services, the third parties have limited access to the data and are required to use it in accordance with applicable personal data protection laws.

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Outside of the circumstances mentioned above, the Service Provider is prohibited from selling, renting, assigning, or granting access to third parties to the data without the prior consent of the Client, unless required by a legitimate reason.

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In accordance with applicable regulations, the Client has the right to access, rectify, erase, and port their data, as well as the right to object to the processing for legitimate reasons. The Client can exercise these rights by contacting the data controller at the following postal or email address: hello@comeal.ae

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Article 12 - Force majeure 

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Neither Party shall be held responsible if the failure or delay in performing any of their obligations, as described in these General Terms and Conditions or in the Contract, results from a force majeure event.

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The Party whose performance is hindered by a force majeure event or a cause beyond its control must immediately notify the other Party by any means of its choice (phone, email, etc.) and confirm it in writing within 5 days of the failure or delay in performing the obligation.

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The affected Party is discharged from its obligations as long as the hindrance persists and will take commercially reasonable steps to resume the performance of its obligations. In the event of a hindrance to one Party’s performance, the Parties agree to meet to facilitate the completion of the Contract. During this suspension, the Parties agree that the costs incurred due to the situation will be borne by the affected Party.

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Article 13 - Liabilities

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Each Party agrees to indemnify the other Party for any direct and immediate material damage caused by the non-compliance with any of its obligations under the Contract or the General Terms and Conditions (GTC).

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Article 14 - Confidentiality

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The Parties agree to treat all confidential information exchanged under the Contract with the utmost care. Confidential information includes the Contract itself, as well as any technical, financial, commercial, legal, or any other information related to the Parties, their files, and their clients.

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The Parties shall not disclose this information to any third party, taking all necessary measures with their staff or any other intervening party to ensure confidentiality.

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Upon termination of the Contract, for any reason, each Party shall return to the other all information received in connection with the performance of the Contract, without altering or duplicating it, within 15 days.

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This confidentiality obligation remains in effect even after the termination of the Contract, for a period of 5 years. However, the Service Provider may reference the Client as a commercial reference to other clients or prospects.

This obligation does not apply to information already known to the Parties before the Contract was signed, or information that becomes public other than due to a fault of one of the Parties.

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Article 15 - Referencing

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The Client agrees that the Service Provider may include the Client's name, as well as information about the Services provided (descriptions, publications, photographs, etc.), as a reference in the Service Provider's marketing materials, documents, or on its website.

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Article 16 - Language of the Contract and the GTC - Governing Law

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These GTC, the Contract, and any related activities are governed by the laws of the United Arab Emirates and are written in the English language. In case of translation into other languages, the English version will prevail in case of any dispute. In the event of any issues related to the scope, interpretation, or execution of these GTC and the Contract, the Parties agree to seek an amicable solution before resorting to any legal proceedings.​

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Article 17 - Client's Acceptance

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The Client expressly agrees to these GTC, acknowledges that they have read and understood them, and waives the right to rely on any contradictory documents, including their own general terms and conditions of purchase, which shall not apply to the Service Provider, even if the Client has become aware of them.

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Updated on 15/02/2022
COMEAL AGENCY FZCO, address: IFZA Business Park, DDP, PO Box 342001, Dubai, United Arab Emirates

License Number: 53231
Email: hello@comeal.ae
Website: www.comeal.ae​