General Terms & Conditions

PARTIES
Agency	JVDR FZ LLC doing business as GCG Media Licence no 45000466 T1-6F-3E Rakez Amenity Center Al Hamra Industrial Zone - FZ. RAK, United Arab Emirates.
User	Subscribed user to services also referred to as Customer


Services	Social Media Advertising

By accepting the terms and conditions, you acknowledge that you are aware of the conditions mentioned below and agree to them.

RECITALS

OPERATIVE PART

1. Interpretations and Definitions

These conditions are governed by the laws of the e United Arab Emirates and the parties submit to the non-exclusive jurisdiction of the courts of that state.

1.1. In the interpretation of These conditions

Parties must perform their obligations on the dates and times fixed by reference to the capital city of London.
Reference to an amount of money is a reference to the amount in the lawful currency of the United States of America (USD).
If the day on or by which anything is to be done is a Saturday, a Sunday or a public holiday in the place in which it is to be done, then it must be done on the next business day.
References to a party are intended to bind their executors, administrators and permitted transferees, and
Obligations under these conditions affecting more than one party bind them jointly and each of them severally.

1.2. Definitions in these conditions

(a) Adspend means the amount paid to Facebook for Advertising Purposes on behalf of the Customer

(b) Advertising Purposes means any use of The Agency’s Facebook account for advertising, marketing, or any other activities which promote the products and services of the Customer.

(d) Facebook account means the Facebook partner account controlled by The Agency (who is a Facebook Marketing Partner) to which the Customer is given access.

(e) Facebook Marketing Partner means a membership with Facebook where the member is listed as a Marketing Partner by Facebook and/or has direct access to a preferential relationship with a Facebook marketing partner

(f) Offensive Material means any material which could cause serious harm to the business of The Agency including but not limited to references to gambling, sex, alcohol, drugs, defamatory remarks, socially inconsiderate remarks, and any other material content which Facebook’s policies refer to as Prohibited Content or Restricted Content (the current relevant Facebook policy is https://www.facebook.com/policies/ads/)

(g) Social Media means commonly used social media platforms including but not limited to Instagram, Facebook, LinkedIn and Twitter

2. Access to Facebook account and Contract Sum

(a) In consideration of the Customer paying The Agency, the Contract Sum as calculated below. The Agency agrees to provide the Customer employee privilege access to the Facebook account for Advertising Purposes.

(b) The Contract Sum is calculated as:

Tier	ADSPEND	RATE
Tier 0	$0-$4000	$400
Tier 1	$4,000 - $30,000	10.00%
Tier 2	$30,001 - $100,000	5.00%
Tier 3	$100,000+	2,5%

(c) For businesses and advertising campaigns considered High Risk, including but not limited to: financial, weight loss, crypto, CBD and any other businesses that are considered High Risk by the Agency, the rate is 20% of Client AdSpend. You can contact the agency to revise your flat rate only after 1M USD Adspend per 30 day interval starting on the subscription date.

(d) From the Contract Sum, The Agency shall be entitled to invoice the Customer in any given 30 day interval:

(e) Within 30 days of request, The Agency will refund to the Customer any of the unused Contract Sum, at which time the Customer’s employee privilege access to the Facebook account shall cease pending customer has not breached clause 6d. Any refund will be subject to a 250 USD administration fee. The refund amount shall include only the Ad Spend. Any commission from Top Up that has been allocated will be retained.

(f) Payments of media spend are only accepted in multiples of $1,000. Minimum payment of $1,000 USD media spend to start.

(g) The fees for the account rental are payable on payment of the ad-spend prepayment.

(h) A minimum of 400 USD of fees will be collected at the start of each subscription period as a credit advance towards your spend. Non-refundable and non cumulable.

(i) The discount system is in tiers, meaning that the discount rate will be applied to the amount in each bracket. e.g. spend $250,000 in every 30 days and you will be charged at 10.00% for the first 30,000 and 5% for the rest, i.e. $220,000 of that 30 day period. Adjustments will be made on the second interval’s invoice for any credit balance due from the previous month’s invoices.

3. Customer Warranties

At all material times, the Customer must:

(a) Ensure only authorised personnel are given access to the Facebook account.

(b) Will only run ads that have been approved by The Agency.

(d) Immediately on request from The Agency, remove all login information for the Facebook account from any access computers, smart phones or other electronic devices with the ability to access Facebook.

(e) Not post any Offensive Material or any other material on the Facebook account or any other Social Media which would discredit and negatively impact the reputation of the business; This also includes spam. We define spam as.

(f) Remove any post on the Facebook account or any other Social Media, related to the business of The Agency, within 1 hour of being notified by The Agency to remove the post; and the above warranties are essential terms of conditions, and any breach of the above warranties will entitle The Agency to terminate the user and agency relationship pursuant to Clause 6.

(g) Will not reach out to the Agency’s supplier directly or indirectly for risk of a $5000 penalty as this will cause.

4. Intellectual Property

(a) For the purpose of this clause, Intellectual Property includes all discoveries and intellectual property rights (including, without limitation, all copyright, designs, trademarks and patents) of any nature in any inventions, designs, works, computer programs, processes created, developed or generated by either party.

(b) Each party owns the rights to their own Intellectual Property and nothing herein assigns or transfers the parties right to their own Intellectual Property to one another.

(c) Any Intellectual Property created by The Agency for the purpose of any provisions of services to the Customer remains the property of The Agency, and

(d) In specific cases for the use of Testimonial videos made by Users, the Agency reserves the right to use the aforementioned videos as marketing material. Testimonial videos can be recorded with a written confirmation sent by the client before or posteriori.

(e) All client results will be held confidential but the data itself without mention of any specific names or images

5. Confidentiality

The parties covenant on behalf of themselves and their financial, legal and other advisors that they will keep confidential and not divulge either directly or indirectly to any person, any information relating to the business, processes, systems or affairs of the other party which is of a confidential nature or which is not otherwise in the public domain, including these terms and conditions, save to the extent that the disclosure may be required by statute or may reasonably be required for the purpose of enabling the parties to fulfil their respective obligations or as may otherwise be required by law. This clause shall have force after the termination of usage of the customer.

6. Termination

(a) The Agency may terminate the usage of the services by the customer if there is any breach of Clause 3 of these terms and conditions on a 12-hour notice.

(b) Both parties may cancel and/or terminate their arrangement with 7 days written notice to the other party without cause.

(c) Upon termination of the service, The Agency shall be entitled to retain the Contract Sum. (Although the Customer shall be entitled to a refund in accordance with Clause 2(e).

(d) Should the customer perform any actions without prior consent from The Agency that go against these terms and conditions or against the latest version of Facebook Advertising Policies, which concludes in the Ad account being correctly banned. Customer’s remaining balance will be forfeited and The Agency will be entitled to receive a penalty fee from the client of $10,000 USD. The Agency reserves the right to exercise any additional remedies which The Agency is entitled to in accordance with the law and these T&C’s. This measure is to ensure compliance with Facebook Advertising Policies and the terms and conditions.

7. Dispute resolution

(a) If a dispute arises, before any proceeding is commenced, the party claiming that a dispute has arisen must give a 7-day notice to the other party setting out the dispute and seeking discussion and compromise to resolve the dispute.

(b) If after 14 days the dispute is not resolved then it must be referred to mediation on the same terms as those ordered by the United Arabs Emirates and the costs of the mediation shall be borne by the parties equally.

(c) Not withstanding the preceding provisions of this clause, the Customer must continue to perform their obligations under this agreement, pending resolution of the dispute.

(d) Nothing in this clause will prevent either party from seeking urgent interlocutory relief.

8. Notices

A notice or other communication to a party must be in writing and delivered to that party or that party’s practitioner in one of the following ways:

(a) Delivered personally, or

(b) Posted to their address when it will be treated as having been received on the second business day after posting, or

(d) Sent by email to their email address when it will be treated as received when it enters the recipient’s information system.

9. Relationship of the parties

The parties acknowledge that these terms and conditions are intended as a contract of service and not any other relationship and, in particular, not the relationship of employer and employee, The Agency and agent or the relationship of partnership.

10. Counterparts

These terms and conditions may be executed in any number of counterparts each of which will be an original but such counterparts together will constitute one and the same instrument. The date of the agreement will be the date on which the clients sign up on their account and accept these terms and conditions.

Additional Terms and Conditions

Meta Advertising Packages is a limited-time offer and the company owns the right to revoke the offer at any time.
Customers will be charged 10% on their Top-Ups irrespective of the Subscription plan selected. The reconciliation for their selected plan, minimum commitment threshold reached, and amount of commissions charged on the Top-Up will be done by the end of the month. The adjusted amount will be transferred back to them (via wallet or adjustment into their next top-up, credit note, or cash transfer into account).
Subscriptions to the next Tier are not automatically upgraded. For example, if a Customer has subscribed to the Tier 1 plan (which is $200 + 10% commission) and ends up spending more than $10,000 then he or she needs to switch to the next Tier to get an advantage by upgrading the subscription plan.
The Bank fees, transaction charges, and etc. are third-party solutions and the Company does not hold any responsibility for delays or discrepancies caused by them.
In case of any delay on the part of the Customer in submitting the documents as requested by the Company, the Company shall not be held liable for any such delays and no refunds or adjustments in the charges will be entertained.