Comeal

Terms of Service

Last updated: 15/02/2022

Article 1 — Definitions

For the purposes of these general terms, the following words have the meanings set out below:

GTS: these general terms of service.

Client: the natural or legal person, acting in a professional capacity, who requests Services. The term also covers its representatives, employees and authorised third parties.

Contract: the detailed statement of the Services to be performed, their duration, the financial terms and any specific conditions derogating from these GTS.

Confidential Information: any information provided by either Party, or to which either Party may have had access, directly or indirectly, when entering into or performing the Contract, in any form or medium, and identified as such by the disclosing Party.

Parties: the Provider and the Client, individually or collectively.

Provider: COMEAL AGENCY FZCO, domiciled in Dubai, UAE — Silicon Oasis.

Services: the services performed by the Provider, as set out in the Contract, including:

  • Technical expertise and advice for digital content creation,
  • Management of digital publications,
  • Creation of sponsored ad campaigns,
  • Monthly performance reports on the actions carried out.

Some Services are offered as add-ons, at the Client's request.

Article 2 — Scope

These GTS, together with the Contract, form the sole basis of the commercial relationship. They define the conditions under which the Provider supplies the Services to the Client, whether through its website, direct contact or paper documents.

They apply, without restriction or reservation, to all Services rendered to the Client, regardless of any clause appearing on the Client's own documents. The GTS and the Contract contain and express the entire agreement between the Parties.

Neither Party may rely on any agreement not set out in these GTS or the Contract. Any provision contrary to these GTS or the Contract — in particular the Client's own general terms — is null and void.

The nullity of one clause does not entail the nullity of the GTS unless it is a decisive clause that induced one Party to enter into the Contract.

These GTS are systematically communicated to any Client requesting them. Any order implies the Client's acceptance of these GTS.

Information shown in catalogues, brochures and price lists is indicative and may be revised at any time. The Provider may amend it as it sees fit. The Provider may also derogate from certain clauses based on negotiations with the Client, through the Contract.

Article 3 — Provider's Services

The Services offered by the Provider include the following.

a. Creation and/or formatting of pages

The Provider will create or format the digital pages enabling the Client to communicate digitally about its services.

b. Professional photography session

The Provider takes care of (i) the photo session by professional photographers and (ii) the publication of the photographs on the Client's social media. The number of sessions is set out in the Contract. If the photographer cannot deliver the necessary content due to a failure by the Client (lack of preparation, refusal to provide a dedicated space, missing essential information, etc.) or its employees, organising a new session is at the Client's cost. Except in cases of force majeure, cancellations or postponements requested less than 72 hours before the start of the session will trigger a penalty of USD/CAD 80 per cancellation or postponement.

c. Monthly performance report

The Provider sends the results to the Client every month. The first report covers a 2-month period to provide a meaningful comparison.

d. Management of digital publications

To ensure a regular digital presence, the Provider publishes content on the Client's Facebook and Instagram accounts. The number of publications per platform is set out in the Contract. The Provider may also, as an option set out in the Contract, publish on the Client's Google My Business account.

e. Sponsored ad campaigns

The Provider creates tailor-made sponsored campaigns to amplify a defined number of the Client's publications. The platforms and budget are set out in the Contract.

f. Optional Services

Subject to being set out in the Contract and requested by the Client, the Provider may also provide:

  • Replies to customer reviews on the platforms listed in the Contract, to improve SEO;
  • Animated content (GIFs, short videos, slow motion);
  • Visuals produced by a graphic designer (announcement, special offer);
  • Custom Instagram audience creation;
  • Stories;
  • Contests — being specified that Meta Platforms, Inc. cannot be held liable for the implementation of any contest, and that the Client is responsible for compliance with the rules of each social network;
  • Management and updates of Google My Business (products, services, hours, etc.);
  • Influencer outreach;
  • Support & advice 5 days a week.

The Parties will jointly define the scope and details of optional Services before any execution.

Article 4 — Independence of the Parties

The Provider is a company independent from the Client and the Parties are not bound by an employment contract. They undertake to behave as loyal, good-faith partners and to inform each other of any difficulty encountered in performing the Contract and/or the GTS.

Each Party will provide the other with all necessary information and assistance to perform its obligations in the best possible conditions.

If the Client is subject to profession-specific obligations, it must inform the Provider in writing before performance starts, as the Provider is not bound by such obligations. The Client is solely responsible for compliance with its professional and ethical obligations, and cannot hold the Provider liable in case of non-compliance.

Article 5 — Pricing & payment terms

5.1 Where the Contract provides for monthly payments, the Provider issues an invoice to the Client every month.

5.2 The Services are supplied at the Provider's prices in force on the order date (i.e. the Contract signing date), as set out in the price schedule of the signed Contract. Prices are quoted exclusive of applicable taxes.

5.3 Payment is due within 30 days of receipt of the Provider's invoice. From the day after the due date, late-payment penalties equal to 3 times the legal interest rate in force, together with a fixed indemnity for recovery costs, will be due automatically without prior notice. The Provider is not required to supply Services if the Client fails to pay according to these terms.

5.4 Accepted secure payment methods: bank direct debit, international wire transfer, credit/debit cards (Visa, Mastercard, American Express, others).

Article 6 — Delivery of the Services

6.1 Services begin within a maximum of 1 month from the signing of the Contract. This is not a strict deadline and the Provider cannot be held liable for delays of up to 1 month. For delays exceeding 2 months, the Client may request termination of the sale; any deposits already paid will be refunded.

The Provider is not liable for any delay or suspension attributable to the Client or to force majeure.

6.2 Any specific Client request accepted in writing by the Provider will be subject to additional invoicing, on a quote accepted in advance by the Client.

Absent express written reservations or claims from the Client upon receipt of the Services, the Services will be deemed compliant in quantity and quality. The Client has 15 days from delivery to raise such written claims with all supporting evidence; no claim will be valid otherwise.

The Provider will, as quickly as possible and at its own cost, refund the Client or remedy any duly proven non-conformity.

The Provider may subcontract all or part of the performance of the Contract, where permitted by regulations. The Client accepts that the Provider discloses to its subcontractor the information necessary for performance.

Article 7 — Client's obligations

The Client undertakes to:

  • pay the Provider in accordance with the agreed terms;
  • grant the Provider access to all its social media accounts;
  • authorise the Provider to create, on its behalf, any social media account required for the Services;
  • authorise the Provider to publish content related to the Services on its accounts throughout the Contract;
  • provide all information needed for proper delivery of the Services, in suitable timeframes;
  • warrant that information, documents and products supplied comply with applicable laws and regulations;
  • ensure compliance with the Contract by its staff, subcontractors, suppliers and agents;
  • guarantee safe and respectful working conditions for the Provider and its staff and prevent any inappropriate behaviour, racist statements, insults or aggression;
  • authorise the taking of photographs of its activity, products, premises and employees, and inform employees of any visit;
  • make all relevant products available (dishes, drinks, etc.) for the photo session;
  • immediately notify any event that could delay the Services;
  • give reasonable notice in case of postponement or cancellation of the photo session.

The Client must hold all rights and authorisations regarding (1) any individuals photographed, filmed or recorded (consents and releases) and (2) the locations and any objects, goods and products appearing in them. On request, the Client will provide copies of these authorisations. Any delay in providing them may delay the Services. Where no fault is attributable to the Provider and the Client fails to meet its obligations, the Provider may postpone or suspend the Services and seek any justified indemnity.

Article 8 — Term, renewal, termination

Unless otherwise stated in the Contract, the Contract takes effect on the day of signature for a period of 12 consecutive months.

Open-ended Contracts may be terminated by either Party in writing (email or letter) with 30 days' notice.

Fixed-term Contracts of less than 12 months take effect on signature for the stated duration. On expiry, they are tacitly renewed for 12 months unless terminated in writing 30 days before the term.

The Client may terminate its 12-month Contract at any time and for any reason. The termination request must be sent by email with acknowledgement of receipt, or by registered letter. The Client must settle all remaining payments within 30 days of the acknowledgement, in a single instalment (unless otherwise agreed in writing), failing which the Provider may take legal action. The Provider will provide an invoice for the outstanding amounts within 30 days of the termination request.

Article 9 — Provider's liability — Warranty

The Provider warrants the Client, in accordance with applicable law, against any non-conformity and any hidden defect arising from a design or supply defect, excluding any negligence or fault of the Client.

The Provider's liability is engaged only in case of proven fault or negligence and is limited to direct damages, excluding any indirect damages of any nature.

The Client must inform the Provider in writing of the existence of defects within 15 days of discovering them, failing which the related claim lapses. The Provider will remedy the defective Services at its own cost.

In any event, the Provider's warranty is capped at the net amount excluding taxes paid by the Client for the Services.

Article 10 — Intellectual property

The Provider, its successors and assigns and/or subcontractors remain the owners of all intellectual property rights in studies, drawings, models, prototypes, photographs, videos, etc., produced (even at the Client's request) for the Services.

The Client may freely use such materials during the term of the Contract. After termination, the Client may not reproduce or exploit them without the Provider's express, written and prior authorisation, which may be conditional on a financial consideration.

During the Contract, the Client grants the Provider a non-exclusive right to reproduce its trade name, signage, products, graphic charters and semi-figurative marks, so the Provider can communicate, advertise and promote its services worldwide, for the legal copyright term, through any means and on any medium (including social networks and websites).

The Client further authorises the Provider to include in its references (commercial materials, marketing, website, etc.) the Services performed (photographs, publications), including after the end of the commercial relationship.

Article 11 — Personal data

Personal data collected from Clients is processed by the Provider and stored in its client database to handle orders. It is also kept for security purposes and to comply with legal and regulatory obligations, for as long as necessary.

Access is strictly limited to authorised staff of the controller and to contracted third parties acting in compliance with applicable data protection laws. The Provider does not sell, rent, transfer or grant third parties access to the data without prior consent, except for legitimate grounds.

The Client has rights of access, rectification, erasure and portability, and the right to object to processing on legitimate grounds, by writing to: clement@comeal.co.

Article 12 — Force majeure

Neither Party is liable for any non-performance or delay caused by force majeure. The affected Party must immediately inform the other by any means and confirm in writing within 5 days. It is released from its obligations for as long as the impediment lasts and will take reasonable measures to resume performance. During suspension, the costs incurred are borne by the affected Party.

Article 13 — Liability

Each Party indemnifies the other for any direct and immediate material damage caused by breach of its obligations under the Contract and/or the GTS.

Article 14 — Confidentiality

The Parties undertake to treat Confidential Information as such, including the Contract and any technical, financial, economic, commercial or legal information and data concerning the Parties, their files, technical media and clients.

The Parties will treat Confidential Information with the same care as their own, will not disclose it, and will take all necessary measures with their staff and contractors.

Within 15 days of termination, the Parties will return all documents and client files received from the other, without altering, copying or duplicating them.

This duty does not apply to information already known before the Contract or which falls into the public domain without fault of the Parties. It remains in force for 5 years after the end of the Contract. The Provider may cite the Client's name as a commercial reference.

Article 15 — References

The Client agrees that the Provider may include in its references (commercial materials, marketing, website, etc.) the Services performed (descriptions, publications, photographs, etc.) under the Contract and/or the GTS.

Article 16 — Language & governing law

These GTS, the Contract and all related operations are governed by the laws applicable in the United Arab Emirates (Dubai). They are drafted in French; in case of translation, only the French text prevails in case of dispute. The Parties will prioritise an amicable solution to any difficulty.

Article 17 — Client's acceptance

These GTS are expressly accepted by the Client, who acknowledges full knowledge of them and waives any contradictory document, in particular its own general purchasing terms, which are not enforceable against the Provider.