Any quotations made by ATOM FZ LLC (hereinafter for the purpose of these conditions called the Agency) and any order accepted by the Agency is subject to the following conditions.
If these conditions differ in any respect from Conditions in the Client’s Purchase Order or Confirmation then the following conditions shall prevail.

Interpretation:

1. Basis of the Sale
   1. The contents of the quote shall remain strictly confidential between the Client and the Agency.
   2. These terms may only be varied in writing and signed off by the authorised representative of the Agency.
2. Orders and Specifications
   1. An order submitted by the Client shall be deemed to be accepted by the Agency either upon receipt of the Client’s purchase order duly signed by an authorised representative of the Client, or upon the Client’s acceptance of our quotation having been duly signed and stamped by an authorised representative of the Client.
   2. Client’s Purchase orders shall be deemed to have been delivered to the Agency whether received by fax, post or email.
   3. Confirmation of receipt where requested by the Client will be made by email.
3. Price and Contract
   Receipt of the Client’s purchase order, confirmation and approval of the Agency’s quotation forms a legally binding contract between the Agency and the Client notwithstanding the following conditions:
   1. Additional Work, Rush and Overtime:
      1. Work requested in addition to the quoted agreed amount will be invoiced at our standard hourly rates
      2. There is a 50% surcharge for overtime work.
      3. “Overtime” is defined as any work undertaken outside the hours of 9.00 am to 6.00 pm, Monday to Friday including all public holidays.
      4. Overtime will be billed only if work requested is in addition to the agreed project schedules. To proceed with overtime work, the Agency will require written approval from the Client.
   2. Client Revisions
      1. Creative concepts (creative solutions designed to meet an agreed brief) will allow for three reviews (drafts) and two sets of changes (review 1 = first set of changes, review 2 – second set of changes, final review) for proofing purposes unless otherwise indicated.
      2. Changes are defined as one or more changes in a review period. Any major revisions and additional changes after the third and final review will be subject to either separate billing (at the applicable hourly rate). Any and all changes to a projects scope, deadlines, cost, and functionality must be made after mutual agreement between the Agency and the Client.
4. Disbursements
   The Agency will charge a Standard Agency Commission for all third-party liaisons, where transactions are made on the Client’s behalf. The Agency will charge the Client cost plus 15% on all third-party transactions specified within the Agency quote.
   1. The Agency reserves the right to request advance payment (including the Standard Agency Commission) from the Client prior to placing the order with the supplier.
   2. In circumstances where the third-party goods and services require procurement from outside of the UAE, the Client will be responsible for paying any associated charges including freight costs, custom duty charges and international bank transfer charges.
   3. Where third party production items require unorthodox materials requiring the Agency to liaise with and quality control complex production jobs through to final delivery, the Agency will quote for the production management hours anticipated and upon agreement the Client will pay these costs in addition to the Standard Agency Commission.
5. Billing
   1. The Client shall pay the Agency the full contract price as shown in the Agency’s invoice (without deduction by way of setoff or otherwise) within 30 days of the date of the invoice, unless otherwise specified in the acceptance of the order or invoice, and the Agency shall be entitled to recover the price.
   2. The Agency’s invoices will be deemed to be delivered to the Client, unless otherwise specified and agreed in writing, by electronic file. The Client cannot resort to non-delivery of invoice as reason for delaying payment.
   3. If deemed necessary, the Agency reserves the right to request a 50% advance payment of the total project fees, from all Clients prior to commencement of the contract, or to request and agree with the Client a phased payment schedule. The Client will be notified in writing of this request and/or it will be included in the quotation. Acceptance of the quotation including these terms will be deemed to be binding upon the Client.
   4. No Client will be granted Credit Terms until the Client has completed a “New Client Account Application Form” and has been accepted by the Agency for a credit account.
   5. If the Client fails to make payment on the due date, then without limiting any other right or remedy available to the Agency, the Agency may without notice cancel the contract and suspend all further deliverable projects or assets to the Client.
   6. The Agency will take any necessary steps such as legal proceedings to recover the full liability of the debt if the debt remains unpaid for a period of 90 days.
   7. Debts outstanding in excess of 90 days will incur an interest charge at 5% above the bank-borrowing rate.
   8. All payments due to the Agency under this agreement are to be paid by bank transfer.
6. Terms of business
   1. The Agency will not disclose without the Client’s permission any confidential information resulting exclusively from studies or surveys commissions and paid for by the client or divulged by their personnel during
      briefings.
   2. If due to war, strikes, major accidents, fires, embargoes, or other act of God over which the Agency has no control, the Agency fails to complete any of the activities referred to herein within the designated time, the Client accepts that the Agency will not be held responsible for losses and damages incurred by the Client as a result of such failure.
   3. A claim by the Client based on any defect in the quality or non-compliance of the contract must be notified in writing to the Agency within seven days of delivery. If the Client does not notify the Agency in accordance with this term, the Client shall be bound to pay the full price of the Contract.
   4. Where a valid claim in respect of deliverables based on non-compliance or defect is notified to the Agency, if the Agency accepts the claim, the Agency will rectify the defect at no further cost to the Client.
   5. If the Client ceases to trade or threatens to cease to carry on business or the Agency reasonably believes that that this action is about to occur and notifies the Client accordingly, then, without limiting any other rights or remedy available to the Agency, the Agency may cancel the Contract without any liability to the Client, and if the contract has been completed but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement to contrary.
7. Termination
   1. Termination for convenience: The Client may terminate this Agreement at its convenience with or without cause upon giving 30 days written notice to the Agency.
   2. Termination for cause: If either party materially defaults in any of its obligations under this Agreement, the non-defaulting party, at its option shall have the right to terminate this agreement by 15 days prior, written notice to the defaulting party.
   3. Insolvency by either the Client or the Agency shall conclude the contract.
8. Effect of Termination
   1. If this agreement is terminated prior to the completion of the agreed scope of work, the Agency shall be compensated for all approved work that was carried out until the date of termination.
   2. Upon the effective date of any expiration or termination of this Agreement, the Agency shall transfer to the Client all materials previously charged or chargeable to the Client and all agreements and reservations from time, space, talent and other advertising adjuncts entered into by the Agency.
9. Lien
   The Agency shall have a lien over all blocks, negatives, positives, printing materials, films, audio-visuals, tapes, cassettes, artworks, hoardings, paintings, produced by it at the request of the Client under this agreement, until all the Agency’s charges are paid in full against the scope of work under which it was created and the Client shall not be allowed to use the same either by themselves or through any other agency until all the Agency’s charges raised against the scope of work under which these deliverable were created have been fully paid by the Client.
   For the avoidance of doubt, any materials, information, documents, or artworks provided by the Client to the Agency for it to render its services under this agreement, shall be deemed the property of the Client and shall be returned immediately, provided all the Clients obligations to the Agency have been discharged, upon the Client’s first request.
10. Intellectual Property
    All deliverables, information, and other material created, developed, reduced to practice or otherwise or produced for the Client, and all rights of patent, copyright, trademark, trade secret, and other proprietary rights therein and thereto will be the sole and exclusive property of the Client upon the payment of the bills raised to the Client by the Agency for the particular activity under which these deliverables were created. Upon receipt of such payment, the Agency irrevocably assigns transfers and conveys to the Client the sole and exclusive rights of patent, copyright, trademark, trade secret and other proprietary rights in such material.
11. General
    1. A notice required or permitted to be given by either party to the other under these Terms shall be addressed in writing to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving such notice.
    2. No waiver by the Agency of any breach of the Contract by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision.
    3. If ay provision of the Contract is held by a court or other competent authority to be invalid or unenforceable in whole or in part of the validity of any other provisions of the contract the remainder of the provision in question shall not be affected
12. Applicable Law
    This Agreement shall be governed by and construed in accordance with the laws of the Emirate of Dubai.