General
1.1. These Terms and Conditions govern the services provided by Logi5 DMCC (or another Logi5 entity specified in the Insertion Order) to its Client as detailed in the Insertion Order (the “Services” and “Insertion Order”, respectively). Logi5 is a limited liability company registered under the laws of Dubai Media City, with license number 946050 and registered address at Unit No: 303, Tiffany Towers, Plot No: JLT-PH2-W2A, Jumeirah Lakes Towers, Dubai, United Arab Emirates. Both Logi5 and the Client are referred to individually as a “Party” and collectively as the “Parties.”
1.2. The terms outlined in the Insertion Order, along with these Terms and Conditions, form the Agreement between Logi5 and the Client for the provision of Services. By signing the Insertion Order, the Client acknowledges and agrees to these terms.
Logi5’s Responsibilities
2.1. Logi5 will make reasonable efforts to deliver the Services as outlined in the Agreement, using appropriate skill and care.
2.2. While Logi5 will strive to meet any performance deadlines stated in the Insertion Order, these dates are estimates only. Time will not be considered a critical element of this Agreement.
2.3. If Logi5’s ability to perform is delayed or hindered by any act or omission of the Client or its agents, subcontractors, consultants, or employees, Logi5 will be granted an extension to complete its obligations equal to the delay caused by the Client, without affecting any other rights or remedies Logi5 may have.
2.4. Logi5 may engage subcontractors to carry out all or part of the Services, but will remain responsible for the successful delivery of the Services to the Client.
Client’s Responsibilities
3.1. The Client agrees to:
(a) Collaborate with Logi5 in all matters related to the Services;
(b) Provide all necessary advertising materials, logos, images, text, music, sound, videos, banners, landing pages, artwork, copy, active URLs, creatives, and any other relevant content or materials in a timely manner, ensuring they are accurate, complete, and do not infringe on third-party rights;
(c) Fulfill any additional obligations outlined in the Insertion Order.
3.2. Logi5 reserves the right to reject or remove any advertising materials or content from a campaign at its discretion, with prior written notice to the Client, if deemed inappropriate, objectionable, or non-compliant with the standards set by the Internet Advertising Bureau, applicable laws, or public morals.
3.3. The Client warrants that all information and materials provided to Logi5 are accurate, complete, and legally permitted for use without third-party claims. The Client further guarantees that such materials will not:
(a) Violate any intellectual property rights (such as patents, copyrights, or trade secrets) of third parties;
(b) Contain defamatory, obscene, or misleading content, infringe on any right of privacy or publicity, or otherwise violate the rights of any third party;
(c) Breach any applicable local, state, federal, or international laws or regulations.
3.4. The Client agrees to promptly notify Logi5 if any document or information provided by Logi5 for approval is found to be incorrect, misleading, or likely to cause any legal issues or claims.
Fees and Expenses
4.1. In exchange for the Services provided by Logi5 to the Client as detailed in the Insertion Order, the Client agrees to pay the Fees specified in the Insertion Order.
4.2. Payment of the Fees shall be made by the Client as follows:
(a) 50% of the total Fees due upon signing the Insertion Order, with the remaining 50% payable within 30 days from the date of receiving the invoice; or
(b) The full amount of the Fees will be due immediately upon signing the Insertion Order, and should be paid as outlined in the Insertion Order; or
(c) The full amount of the Fees will be due immediately upon receiving the invoice, according to the payment terms specified in the invoice.
4.3. Logi5 will issue an invoice for each payment due from the Client. Each invoice will detail the Services provided and the corresponding charges, calculated according to the rate specified in the Insertion Order.
4.4. The Client agrees to settle the Fees within 30 days of receiving an invoice, by making payment to the bank account nominated by Logi5 in writing.
4.5. If the Client fails to pay any amount owed to Logi5 by the due date:
(a) The Client will be charged interest on the overdue amount at a rate of 4% per annum, accruing daily from the due date until the amount is fully paid, whether before or after judgment; and
(b) Logi5 may suspend some or all of the Services until the overdue payment is made in full.
4.6. All amounts payable to Logi5 under this Agreement:
(a) Are exclusive of VAT, and the Client will also pay any VAT due in addition to the Fees, upon receipt of a valid VAT invoice from Logi5;
(b) Must be paid in full, without any deductions, set-offs, counterclaims, or withholdings.
4.7. Unless otherwise stated in the Insertion Order, the agreed Fees do not include any expenses incurred by Logi5. Logi5 may charge the Client for any additional expenses unless otherwise agreed upon in the Insertion Order.
Intellectual Property
5.1. Regarding any reports, media campaigns, and other work products created or delivered by Logi5 to the Client under the Insertion Order (the “Work Product”), unless specified otherwise in the Insertion Order:
(a) Logi5 will retain ownership of all intellectual property rights (including copyrights, moral rights, design rights, software rights, database rights, and confidentiality rights) in the Work Product, except for materials provided by the Client; and
(b) Logi5 grants the Client a non-exclusive, non-transferable, non-sublicensable license to use and modify the Work Product during the term of this Agreement, solely for the purpose of using the Services and Work Product in its business.
5.2. For any Work Product that the Insertion Order specifies belongs to the Client, Logi5 will transfer ownership of all copyright and confidentiality rights to the Client, once the relevant Fees have been paid in full.
5.3. The Client grants Logi5 a fully-paid, non-exclusive, royalty-free, non-transferable license to copy and modify any advertising materials, logos, images, text, music, sound, videos, banners, landing pages, artwork, copy, active URLs, creatives, and any other materials (whether owned by the Client or a third party) provided by the Client to Logi5 for the purpose of providing the Services. The Client guarantees that the use of such materials by Logi5 will not infringe the intellectual property rights or other rights of any third party. Any modifications made by Logi5 to these materials will be submitted to the Client for approval prior to publication, and such approval will not be unreasonably withheld or delayed.
5.4. The Client grants Logi5 the right to use the Client’s name and logo in marketing materials or for general promotional purposes, unless otherwise agreed in writing. Logi5’s use of the Client’s name and logo does not convey any ownership rights to them.
5.5. Notwithstanding the provisions in the Insertion Order regarding the ownership of Work Product under Clause 5.1, the Client acknowledges that Logi5 owns or has exclusive licenses for certain software, know-how, data, databases, confidential information, intellectual property, and trade secrets related to its business, including platforms and services provided by Logi5 (referred to as “Service Provider Background Technology”). The Client agrees that it will not acquire any ownership rights to the Service Provider Background Technology, which remains the exclusive property of Logi5.
Data Protection
6.1. Each Party must comply with the applicable data protection laws (the “Data Protection Legislation”) in the territory where the Services are being provided. If the Client materially breaches the Data Protection Legislation and fails to remedy the breach within 30 days after receiving written notice from Logi5, Logi5 may terminate this Agreement immediately.
6.2. The Client is required to enter into any necessary agreements under the Data Protection Legislation regarding the transfer and processing of personal data in connection with this Agreement.
6.3. The Client agrees to indemnify and hold Logi5 harmless from any liabilities, costs, expenses, damages, and losses (including, but not limited to, direct and indirect losses, loss of profit, loss of reputation, and legal costs) arising from or related to the Client’s breach of the Data Protection Legislation, including actions by the Client’s employees or agents.
Confidentiality
7.1. Both Parties agree not to disclose any confidential information about the other Party’s business, affairs, customers, clients, or suppliers during the term of this Agreement and for two years after its termination or expiration, unless permitted under Clause 7.2.
7.2. Each Party may disclose the other Party’s confidential information to:
(a) Employees, officers, representatives, contractors, subcontractors, or advisers who need to know the information to fulfill the Party’s obligations or exercise its rights under this Agreement. Each Party will ensure that these individuals also comply with this confidentiality obligation; and
(b) As required by law, a court of competent jurisdiction, or any regulatory or governmental authority.
7.3. Neither Party may use the other Party’s confidential information for any purpose other than to fulfill its obligations or exercise its rights under this Agreement.
Non-circumvention and Non-solicitation
8.1. For the duration of this Agreement and for two (2) years following its termination, the Client agrees not to:
(a) Solicit or encourage any current or former employee of Logi5 to leave their employment with Logi5, or hire or engage any such employee as an independent contractor; or
(b) Circumvent Logi5 by obtaining Services from Logi5’s suppliers, vendors, distributors, dealers, sales agents, brokers, licensors, or licensees, whom Logi5 has used in connection with this Agreement, and with whom the Client is aware Logi5 has engaged.
8.2. The Client acknowledges that any breach or potential breach of the obligations in this Clause 8 may cause irreparable harm to Logi5 that cannot be adequately compensated by monetary damages. In the event of a breach or threatened breach, Logi5 may seek equitable relief, including injunctive relief or specific performance, from a court of competent jurisdiction, without the need to post a bond or prove actual damages. The Client agrees not to contest the appropriateness of such equitable relief.
Indemnity
The Client agrees to defend and indemnify Logi5, its agents, partners, officers, directors, employees, affiliates, publishers, and list providers (collectively, the “Indemnified Parties”) from and against all claims, proceedings, demands, and losses, including legal costs (on a full indemnity basis), arising directly or indirectly from:
(i) A third-party claim resulting from the Client’s activities under this Agreement;
(ii) The publication, distribution, or display of advertising or materials provided by the Client to Logi5;
(iii) The Client’s negligent or unlawful actions or omissions; or
(iv) The Client’s infringement of any intellectual property rights (including copyrights and moral rights) of the Indemnified Parties or a third party.
Limitation of Liability
10.1. To the fullest extent permitted by applicable law, and except as explicitly stated in this Agreement, Logi5 disclaims and excludes all implied conditions, representations, warranties, rights, remedies, liabilities, and other terms, whether implied by statute, custom, or common law (including, but not limited to, implied warranties of merchantability and fitness for a particular purpose).
10.2. Nothing in this Agreement shall limit or exclude either Party’s liability for:
(i) death or personal injury caused by its negligence;
(ii) fraud or fraudulent misrepresentation; or
(iii) any other liability that cannot be excluded or limited by law.
10.3. Subject to Clause 10.1, in no event will either Party or its affiliates be liable to the other Party or its affiliates for any special, indirect, incidental, consequential, or exemplary damages arising from or related to this Agreement, even if the Party has been advised of the possibility of such damages. This limitation applies regardless of the negligence or other fault of either Party, and regardless of whether the liability arises under contract, tort, strict liability, or any other theory of liability.
10.4. Under no circumstances shall Logi5’s total liability to the Client or any third party (whether in contract, tort, negligence, strict liability, or otherwise) exceed the total amount paid by the Client to Logi5 under this Agreement in the 12 months preceding the event giving rise to the claim.
Term and Termination
11.1. This Agreement shall take effect on the date the last Party signs the Insertion Order and, unless terminated earlier in accordance with Clause 11.2, will remain in effect for the duration of the Services as specified in the Insertion Order.
11.2. Notwithstanding Clause 11.1, either Party may terminate this Agreement immediately upon written notice to the other Party if:
(a) the other Party commits a material breach of its obligations under this Agreement and fails to remedy the breach within 15 days after receiving written notice to do so from the non-breaching Party; or
(b) the other Party is the subject of a receiver or administrative receiver being appointed over its business, passes a resolution to wind up (other than for amalgamation or reconstruction), is subject to an administration or winding-up order, enters into a voluntary arrangement with creditors, ceases or threatens to cease business operations, or becomes unable to pay its debts as they fall due.
Effect of Termination
12.1. Upon termination or expiration of this Agreement:
(a) All Fees for Services rendered by Logi5 up to the termination date, which have not been paid, shall become immediately due and payable. The Client must pay these amounts upon receipt of an invoice from Logi5.
(b) The Client shall promptly return to Logi5, or dispose of in accordance with Logi5’s instructions, all materials, documents, or other items provided by Logi5, and confirm in writing that it has done so, except for any Work Product owned by the Client under Clause 5.2.
(c) The Client shall cease using Logi5’s logos, trademarks, trade names, or any other brand identifiers.
12.2. Termination of this Agreement will not affect any rights, remedies, obligations, or liabilities that have accrued up to the termination date, including the right to claim damages for any breach that occurred prior to the termination.
Vis Major
Neither Party shall be held liable for, nor considered to be in breach or default of this Agreement due to any delay or failure in the performance of its obligations resulting from circumstances beyond its reasonable control (“Vis Major”). Such circumstances include, but are not limited to, fire, flood, accident, earthquake, telecommunication failures, power outages, network disruptions, natural disasters, labor strikes, or any other event of a similar nature. The Party affected by Vis Major must notify the other Party in writing as soon as possible, and in any event no later than fifteen (15) days from the date of the event’s occurrence. The affected Party must also make commercially reasonable efforts to mitigate or resolve the delay or failure to perform its obligations.
Given the specific nature of the Internet and its dependency on external systems, Vis Major shall also include the following circumstances that may interfere with the normal operation of the Internet:
(i) cyber-attacks or hacking incidents;
(ii) significant disruptions due to technical adjustments or regulations by relevant telecommunications authorities;
(iii) temporary shutdowns imposed by government regulations;
(iv) computer viruses or malware.
In the event of Vis Major, the affected Party shall not be deemed to be in breach of its obligations under this Agreement for the duration of such delay, provided that the Party affected by Vis Major takes reasonable steps to overcome the situation and promptly informs the other Party of the occurrence and anticipated duration of the event.
Notices
14.1. Any notice or communication required under this Agreement must be in writing and sent via email to the designated email address provided by the receiving Party. Notices will be considered received at 9:00 AM on the second business day after transmission (where a “business day” excludes weekends and public holidays in the location of the recipient’s head office).
14.2. Clause 14.1 does not apply to the service of legal proceedings or other formal documents related to litigation, arbitration, or other forms of dispute resolution.
Entire Agreement
15.1. This Agreement, together with the Insertion Order, constitutes the complete and exclusive agreement between Logi5 and the Client, superseding any prior agreements, representations, or warranties, whether oral or written. Each Party acknowledges that it is not relying on, nor will it have any remedies for, any statements, representations, assurances, or warranties (whether made innocently or negligently) not expressly set out in this Agreement. Both Parties agree that they will not claim for innocent or negligent misrepresentation based on any statement in this Agreement.
15.2. Any terms or conditions introduced by the Client—whether by reference, directly, or indirectly—are expressly rejected and shall not apply. The Parties agree that any additional or conflicting terms in other documents or arrangements, including but not limited to letters of engagement, purchase orders, invoices, or delivery receipts issued by the Client, shall be null and void if they contradict or conflict with the provisions of this Agreement.
Variation, Assignment, and Survival
16.1. This Agreement may only be amended by a written document signed by both Parties.
16.2. Except as specified in Clause 2.4, neither Party may assign, subcontract, or transfer its rights or obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld.
16.3. If any provision of this Agreement is found to be illegal, invalid, or unenforceable, that provision will be enforced to the fullest extent permissible to reflect the Parties’ intent, without affecting the validity or enforceability of the remaining provisions.
16.4. No failure or delay by either Party in exercising any right, power, or privilege under this Agreement will constitute a waiver of that right, power, or privilege. Likewise, no single or partial exercise of any right, power, or privilege will preclude further exercises of that right, power, or privilege. Any waiver must be made in writing and with affirmative consent from the Party granting the waiver.
Relationship of the Parties
Nothing in this Agreement shall be construed as creating a partnership, joint venture, agency, or employer-employee relationship between the Parties. Both Parties are and will remain independent contractors, and neither Party shall have the authority to bind or obligate the other in any way.
Remedies
The rights and remedies provided in this Agreement are in addition to, and not exclusive of, any other rights or remedies available under applicable law.
Third-Party Rights
No person or entity other than a Party to this Agreement shall have any rights or benefits under this Agreement, including under the Contracts (Rights of Third Parties) Act 1999 or any other applicable law.
Counterparts
20.1. This Agreement may be executed in multiple counterparts, each of which will be deemed an original. All counterparts, when taken together, will constitute one and the same instrument.
Governing Law and Jurisdiction
21.1. This Agreement, including any disputes or claims arising out of or in connection with it (including non-contractual disputes or claims), will be governed by and construed in accordance with the governing laws.
21.2. Each Party irrevocably agrees that:
(a) if the Client’s head office is located in Qatar, the courts of the Qatar Financial Centre will have exclusive jurisdiction over any disputes or claims arising from this Agreement;
(b) if the Client’s head office is in Saudi Arabia, disputes will be resolved by arbitration in accordance with the Arbitration Rules of the Saudi Centre for Commercial Arbitration. The arbitration will be conducted in English, and the place of arbitration will be Riyadh;
(c) if the Client’s head office is located in the United Arab Emirates or anywhere else outside of Qatar or Saudi Arabia, disputes will be resolved by arbitration under the rules of the Dubai International Arbitration Centre. The arbitration will be conducted in English, and the place of arbitration will be Dubai.
