Makers PR is pleased to set out these Terms & Conditions (the “Conditions”).
The Conditions govern all use of the makers-pr.com website and all content, services, and products (the “Services”) available through the website, including, but not limited to, the client area.
Please read this Agreement carefully before accessing or using the website. By accessing or using any part of the website, you agree to become bound by the terms and conditions of this agreement. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. The website is available only to individuals who are at least 18 years old.
Makers Public Relations Management Co. L.L.C., registered by DED (License No: 1194083), Dubai, United Arab Emirates, hereinafter referred to as either the “Makers PR”, “We”, “Us” or “Our”, and user referred to either as the “Client” , “You” or “Your”, “Yourself”.
Makers PR and Client are collectively referred to as the “Parties” and separately as the “Party”.
1 Services
1.1 Standard of Service – In consideration of payment and receipt of the Fees (as this term is defined below), we undertake to represent your interests and provide you with the Services. We will cooperate fully with you and will provide you with the Services with reasonable skill, care, and diligence in accordance with industry standards.
1.2 Additional Services – Any special assignments or additional services not described here.
2 Deliverables
2.1 Client Materials – Means all information relating to your business, products, affairs, and finances of your company that you provide us during the term of the Services for the provision of the Services. You shall own all intellectual property rights in your Client Material. The Client grants to us a non-exclusive, royalty-free, right to use, copy, adapt, modify, and market the Client Materials as necessary to fulfill the Deliverables. Client materials shall not be used by Makers PR without prior approval from the Client. If such right has been granted by the Client hereunder, such right shall expire immediately upon expiration or termination hereof. For avoidance of any doubt, in any case Makers PR may use Client Materials subject each time to restrictions specified in clause 5 hereof.
2.2 Pre-Existing Works - Pre-existing works can be used by Makers PR as part of portfolio work display (including, but not limited to clippings on social media and digital platforms (including websites).
2.3 Freedom to Use Ideas – We and any of our group companies which shall comprise any of our associated companies will not be prevented or restricted by this Conditions from developing and using any techniques, ideas, concepts, information, or know-how relating to methods or processes of general application learned or developed by us during the term of the Services.
3 Fees and Payment
3.1 Calculation – Fees will be calculated and invoiced during the Services provision.
3.2 Advance Payment – The first month's Fees will be payable in advance and prior to commencement of the provision of Services. Thereafter Fees for Services are payable within 5 days of the date of the invoice (referred to in Clause 3.7 below).
3.3 Expenses and other Disbursements – Fees are stated exclusive of third party costs. All additional expenses and disbursements and their amounts shall be prior agreed by the Client in writing.
3.5 Handling Charge – All disbursements, out-of-pocket expenses and other third-party costs (referred to in Clause 3.3 above) will be paid by the Client directly. Third-party charges, if any and if mutually agreed, will be paid by the Client on actual costs incurred. In case the Client decides to pay third-party costs through Makers PR, a standard industry administration handling charge of 15% shall apply.
3.6 Taxes – All charges, including additional expenses, will be stated exclusive of any taxes (including but not limited to VAT). You will be responsible for paying any and all taxes (including but not limited to VAT) in whatever territory at the rate in force at the date the liability arises in respect of the Services.
3.7 Payment of Invoices – Fees invoices will be issued in accordance with the payment plan set out. Invoices for disbursements and expenses (if applicable) will be issued on a monthly basis.
In the event of late payment we shall be permitted to, at our discretion, on giving reasonable notice to you:
3.7.1 suspend the provision of Services until payment has been made within 2 weeks and/or terminate the Services provision; and/or
3.7.2 retain a collection agency, lawyer, or other person or entity to collect overdue payments, all collection costs (including without limitation, reasonable lawyer’s fees) will be payable by you.
4 Term, Termination and Force Majeure
4.1 Duration of contract – the contract between us and Yourself will begin or will be deemed to have begun either from the date You start using the Services (“Commencement Date”) or from the date we begin the Services to you (whichever is earlier) until the Services have been fully provided or the contract has been terminated pursuant to clause 4.2.
4.2 Termination of the contract – the contract may be terminated by either Party at any time and without reason. The Client must provide the Makers PR with no less than 14 days' written notice. Makers PR must provide the Client with no less than 14 days' written notice (the "Notice Period").You may terminate the contract on written notice with immediate effect if we commit a material breach of any of the terms of these Conditions, which is capable of being remedied, is not remedied within 10 days of a written request to remedy the same. We may terminate these Conditions immediately in the event of a breach of these Conditions by you or if a Receiver or Liquidator or Administrator is appointed in respect of your business or if you are or become insolvent or subject to any bankruptcy proceedings. Where the contract is terminated for any reason whatsoever, you will pay us the Fees for the Services provided up to the date of termination as well as the expenses incurred by us in providing to you the Services, subject to clause .3.3 hereof, which shall become payable immediately upon the relevant invoice receipt by the Client.
4.3 Force Majeure - Neither Party shall be deemed to be in breach of these Conditions or otherwise liable to the other Party in any manner whatsoever for any failure or delay in performing any of its obligations under these Conditions due to any event which arises beyond the party’s reasonable control. We reserve the right without penalty to defer the date of delivery of the Services or to cancel the Conditions (in whole or in part) if we are prevented from or delayed in the carrying on of our business due to any circumstances beyond our reasonable control. For the avoidance of doubt, the Fees for the Services or, subject to clause .3.3 hereof, expenses which accrued up to the date of the force majeure event arises shall be due and payable immediately upon the relevant invoice receipt by the Client. We will be entitled to a reasonable extension of time for performing our obligations and we will not be liable for any loss or damage whatsoever occasioned to you thereby.
5 Confidentiality and Prevention of Insider Dealing
5.1 Obligations - Except for the purpose of implementing the Conditions, neither of the Parties will disclose to any third party without the prior written consent of the other party, any confidential information (of whatever nature and however recorded or preserved) relative to this Conditions, the business or affairs of the other party or of any member of the group of companies to which the other party belongs which may have or may in future come to its knowledge which is received from the other party for the purposes of providing or receiving Services which is marked confidential, or, is confirmed in writing as being confidential, or is manifestly confidential and each of the parties shall use its reasonable endeavors to prevent the publication or disclosure of any confidential information concerning such matters. Both of the Parties agree that any confidential information received from the other party shall only be used for the purposes of providing or receiving Services hereunder or under any other Conditions between us.
5.2 Exceptions to Confidentiality - The confidentiality obligations do not apply to information that is or becomes public other than through a breach of these Conditions, was known prior to disclosure, is received from a third party without breach of confidentiality, or is independently developed without reference to the disclosed information.
5.3 Permitted Disclosures - Either Party may disclose Confidential Information to employees or advisors who need to know for the purposes of these Conditions, provided they are bound by similar confidentiality obligations. Disclosure is also permitted if required by law or regulation, with prior notice to the other Party where legally permissible.
5.4 Without prejudice to Clause 5.1 and Clause 5.2 above, Makers PR may reveal the nature of the relationship and cite the performance of the Services to other clients and prospective clients. Makers PR may cite the work done within the contract across its portfolio, including case studies, website and/or social media.
6 Liability
6.1 This clause 6 sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents, consultants, subcontractors, and any other third parties) under this Conditions or any collateral contract, for loss of or damage to your tangible and intangible property caused by our negligence, our officers, employees, contractors or agents or any other third party.
6.2 We will use reasonable skill and care in the provision of the Services.
6.3 Nothing in these Conditions shall exclude or limit our liability for (i) death or personal injury resulting from our negligence or the negligence of our employees acting in the course of the provision of the Services to you; or (ii) for fraud or fraudulent misrepresentation; (iii) for any other liability which may not be excluded or limited by law. We will not be liable to you for any loss arising out of or in connection with these Conditions, in contract, tort, by statute, or otherwise, unless the loss is primarily caused by our gross negligence or willful default. To the extent permissible by law, all other warranties, conditions, representations, or terms implied by statute or by common law other than those expressly set out in this Conditions are to the extent permitted by law, excluded, including, but not limited to, all implied and statutory conditions.
6.4 Subject to Clause 6.3 above, our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this Conditions or any collateral contract shall in no circumstances exceed (i) in the case damage to the tangible and intangible property a maximum of $1,000 and (ii) in the case of all direct other loss, a maximum aggregate sum equal to the Fees actually paid by you in any given year when a problem arises PROVIDED THAT: we shall not be required to indemnify you to the extent that (i) you have failed to mitigate any costs, (ii) Any costs arise due to your negligence, default or breach of these Conditions or (iii) due to us acting directly upon your instructions and direction.
6.5 Subject to Clause 6.3, and 6.4 above, we shall not be liable for:
6.5.1 special, indirect, consequential or pure economic loss, cost damages, charges or expense losses;
6.5.2 loss of profits, business, revenue, depletion of goodwill and/or similar losses or loss of anticipated benefits or contracts;
6.5.3 loss arising from any claim made against you by any other person; or
6.5.4 loss or damage arising from your failure to fulfill your responsibilities or any matter under your control.
6.6 Our communications advice is provided solely for the purpose of the Services and to you and may not be used for any other purpose, relied upon by, or disclosed to any person other than your other advisers (who may not rely on such advice). You will not refer to us or our advice in any public document or communication without our prior written consent, which may be refused at our sole discretion. Except in respect of any public document consisting of a letter issued by us, you will be solely responsible for any such public document or communication and we do not and will not accept responsibility for or authorize the contents of, and shall not be represented as having accepted responsibility for or authorized the contents of, all or any part of any such document or communication for any purpose whatsoever.
7 Your Responsibilities
7.1 Information & Materials – By entering into Contract with us, you expressly undertake and warrant that you are authorized to accept and are accepting these Conditions not only for yourself but also as an employee or agent for or duly authorized representative on behalf of the Client and that you have all authority to authorize us to provide the Services. You agree to provide all information and materials reasonably required to enable us to provide the Services. You agree that all information disclosed or to be disclosed to us is or will be true, accurate, and not misleading in any material respect. You shall promptly inform us upon the discovery of any information which subsequently becomes untrue or inaccurate, You shall keep us informed of any of your strategy and development which are relevant to the provision of the Services and that you shall not take any relevant initiative which might have an incidence on the Services without our prior consultation. You have and will maintain all necessary consents, licenses, approvals, and authorizations which enable us to provide the Services to you and that you comply with all relevant laws and regulations in all relevant jurisdictions.
7.2 Your Staff – You will ensure that your staff is available to provide such assistance as we reasonably require from time to time and that we are given reasonable access to your senior management, as well as any members of your staff to enable us to provide the Services. You will be responsible for ensuring that your staff has the appropriate skills and experience for all matters relating to the Services and the assistance that we require in providing such Services.
7.3 Suppliers and other Third Parties – Where you are using third parties to provide information or support to a project including but not limited to where you are employing other suppliers whose work may affect our ability to provide the Services you will ensure that you have appropriate agreements in place with those third parties to enable us to perform the Services under the terms of these Conditions. Unless specifically agreed otherwise in writing you will be responsible for the management of third parties and the quality of their input and work. We shall not in any way be liable for any delay in the provision of the Services, as a result of any action or inaction by such third parties.
7.4 Payment for Services – You agree to pay for the Services as set out in the Clause 3 above.
7.5 Poaching - You shall not either during the term of the contract or within 12 months following termination, directly or indirectly solicit or entice away (or attempt to solicit or entice away) from the employment of any person employed or engaged by us or otherwise connected directly or indirectly with these Conditions in the receipt of the Services from us at any time during the term of the Services or for a further period of 12 months after the termination of the contract other than by means of a national advertising campaign open to all comers and not specifically targeted at any of our staff.
7.6 Should you commit any breach of clause 7.5, unless agreed otherwise by us, you shall, on-demand, pay to us a sum equal to one year's basic salary or the annual fee that was payable by us to that employee, worker, or independent contractor plus the recruitment costs incurred by us in replacing such person.
8 General
8.1 Sub-contracting – We reserve the right at our discretion to employ agents and subcontractors to assist us when providing any part of the Services, subject to the Client’s prior written approval. We will remain liable to you in respect of any Services provided, subject to the other provisions of these Conditions or as permitted by law. The client to be informed if any additional costs are to be incurred and to approve beforehand.
8.2 Sub-contractors nominated by you – Where you require us to contract the services of a specific sub-contractor selected by you, you will accept all responsibility and liability for the work to be performed by such sub-contractor. Our agreement to programme and integrate the work to be performed by such subcontractor for the purpose of these Conditions is solely on the basis that we will not be responsible for or liable to you or to any other person for the work performed by, and all acts, omissions, defaults and neglects of such subcontractor. We shall not review any of the work provided by your nominated sub-contractor unless we specifically agreed to it in writing. It is your responsibility to inform us of the work performed by and the advice given by your other advisers. In the above circumstances you will be responsible and liable for, and will fully and effectually indemnify us against and from, any liability which we may incur to any person and against all and any claims, demands, proceedings, damages, losses, costs and expenses made against, suffered or incurred by us, directly or indirectly as a result of or in connection with the work performed by any such sub-contractor.
8.3 Assignment – Each of the Parties shall not transfer, charge or otherwise seek to deal in any of its rights or obligations under these Conditions without the other Party’s prior written consent.
8.4 Waiver – Any party may waive any default by another party in the due performance of that party’s obligations hereunder but any such waiver shall not constitute a waiver by the waiving party of any subsequent similar or other default by the other party. No forbearance indulgence or relaxation on behalf of any party shown or granted to another party in respect of any of the provisions of this Agreement shall in any way affect diminish restrict or prejudice the rights or powers of the party showing such forbearance indulgence or relaxation under this Agreement or operate or be deemed to be a waiver of any breach by the other party of the terms and conditions of this Agreement.
8.5 Notices – Notices must be served either personally, or sent by prepaid registered post or by courier to the address of the other party given or to any other address as the parties may have notified during the period of the contract. Any notice sent by post will be deemed to have been delivered 48 hours after sending. Any notice served personally will be deemed to have been delivered on the first working day following its dispatch. Any notice served by courier will be deemed to have been served as evidenced by the date of the signature upon receipt.
8.6 Amendment – No changes to these Conditions shall be effective unless agreed in writing and signed by both parties.
8.7 Survival – The provisions of these Conditions which expressly or by implication are intended to survive its termination or expiry will survive and continue to bind both Parties.
8.8 Working for other Clients – We will not be prevented or restricted by anything in these Conditions from providing services for other clients in any territory. We are under no duty to disclose to you any other matter which comes to our notice in the course of carrying on any other business or in connection with the provision of services to other clients. No competition or related competition will be undertaken by Makers PR, exclusivity will remain in case of conflict of interest, and take pre-approval from client in this regard.
8.9 Severability – If any provision of these Conditions or any part of any provision is held to be, illegal, void, invalid or unenforceable under the laws of any jurisdiction(s) that provision or such part shall be deemed to be deleted for the purpose of that jurisdiction the legality validity and enforceability of the remainder of these Conditions in that jurisdiction shall not be affected and the legality validity and enforceability of the whole of these Conditions in any other jurisdiction shall not be affected. Should any such provision or part be so deleted then the parties shall negotiate together in good faith in order to replace such provision with an alternative legal, valid and enforceable
8.10 Entire Agreement – These Conditions including various Schedules to it hereto (i) supersedes any previous agreement between the parties in relation to the matters dealt with in these Conditions and represents the entire contract between the parties on these matters, and (ii) is in full substitution and replacement for any standard terms issued by you which might otherwise be applicable. The parties and each of them acknowledge and agree that the contract has not been entered into in reliance on any pre-contractual statement or representation and each waives any claims rights or remedies which it might have in relation to such pre-contractual statements and representations provided always that this clause shall not exclude or limit any liability or any right which any party may have in respect of pre-contractual statement or representations made or given fraudulently or dishonestly or in circumstances where there has been willful concealment.
8.11 Conflict – In the event of any conflict between these Conditions or other document which forms part of the contract, these Conditions shall prevail except where amended by specific reference to the relevant clause of the Conditions.
8.12 Applicable Law – These Conditions will be governed by and construed in accordance with the laws in force in the Mainland UAE courts.
8.13 Resolving Disputes – Should any dispute arise between the Parties, the Parties will attempt to resolve the dispute in good faith by senior level negotiations. Where that fails to resolve the dispute within 15 working days parties will use their best endeavors to reach a settlement of the matter. Where the parties have been unable to agree, the matter shall be referred to the non-exclusive jurisdiction of the Mainland UAE courts.
8.14 Exclusion of Third Party Rights – Unless expressly provided in these Conditions, no term of these Conditions is enforceable by any person who is not a party to it.
Last revision - June 2024
