Terms & Conditions of Service

1.1. STERLING AXIS - FZCO is a free zone company established under the laws of the United Arab Emirates and licensed by the Dubai Integrated Economic Zones Authority under Commercial License No. 86372, having its registered address at Building A1, Dubai Digital Park, Dubai Silicon Oasis, Dubai, UAE (referred to in these terms as "Sterling Axis", the "Studio", "we" or "us").

1.2. These Terms & Conditions ("Terms") apply to every engagement, project, retainer, or consulting arrangement between Sterling Axis and any person or entity that commissions our services (the "Client"). Acceptance of a proposal, payment of a deposit or invoice, written confirmation by email, or an instruction to begin work each constitutes acceptance of these Terms.

1.3. Each engagement is defined by a written proposal, engagement letter, or scope document issued by us (each, an "Engagement Document"). The Engagement Document and these Terms together form the contract between the parties. Where the two conflict, the Engagement Document governs for that specific engagement only.

1.4. No terms put forward by the Client (including terms attached to purchase orders) shall apply unless we expressly accept them in writing.

2.1. Sterling Axis offers the following professional services (the "Services"), as further detailed in each Engagement Document:

(a) Social Media Management — end-to-end stewardship of the Client's brand presence on social platforms, including content calendars, content production and publishing, community engagement, platform growth initiatives, and monthly performance reporting across the agreed channels.

(b) Marketing Strategy — data-led go-to-market planning that aligns brand positioning, audience targeting, paid media architecture, and creative direction into a single measurable growth framework.

(c) Management Consulting — advisory work on team design, workflow optimisation, and operational efficiency, aimed at enabling the Client's marketing organisation to perform and scale effectively.

2.2. Advisory nature of consulting work. Management Consulting deliverables consist of recommendations, frameworks, and guidance. Decisions on whether and how to implement them — including hiring, restructuring, and operational changes — rest solely with the Client, and the Client bears full responsibility for the outcomes of such decisions.

2.3. Anything not expressly described in the Engagement Document is out of scope. Out-of-scope requests will be quoted separately and undertaken only upon the Client's written approval.

2.4. We may adjust methods, tools, and personnel used to deliver the Services, provided the agreed deliverables and quality standards are maintained.

3.1. To enable us to perform, the Client agrees to:

(a) supply accurate briefs, brand guidelines, assets, data, and access credentials (including social accounts and analytics) promptly upon request;

(b) nominate a single decision-maker authorised to approve deliverables and give binding instructions;

(c) respond to approval requests within the window stated in the Engagement Document — or within five (5) working days where none is stated — after which the item concerned is treated as approved and scheduled;

(d) warrant that all materials it provides are its own or properly licensed, are accurate, and comply with applicable law and the rules of each platform on which they will be used; and

(e) refrain from making changes to accounts, campaigns, or assets under our management without coordinating with us, as uncoordinated changes may distort performance and reporting.

3.2. Where Client delays, missing inputs, or withheld approvals hold up the work, deadlines move accordingly. Retainer fees continue to accrue during such periods and are not reduced or credited.

4.1. Fees, currency, and payment schedule are stated in the Engagement Document. Unless indicated otherwise, all amounts exclude UAE VAT and any other applicable taxes, duties, or withholdings, which are borne by the Client.

4.2. Standard payment structure, unless the Engagement Document provides differently:

(a) monthly retainers are billed in advance and due before the start of the relevant service month;

(b) fixed-fee projects require a non-refundable deposit of fifty percent (50%) before kick-off, with the balance due on delivery and before release of final files or handover of accounts;

(c) consulting engagements billed on a time basis are invoiced monthly in arrears.

4.3. Media budgets, ad spend, platform subscriptions, stock licences, influencer fees, and other third-party costs are separate from our fees. They are either paid by the Client directly to the supplier or pre-funded to us before commitment. We never advance third-party costs from our own funds.

4.4. Invoices are payable within seven (7) days. If an invoice falls overdue, we may (i) charge late interest of 1% per month or the highest rate permitted by law, whichever is lower, (ii) pause all work and scheduled publications, and (iii) withhold deliverables, reports, and account handovers until the balance is cleared. Paused time does not extend retainer periods.

4.5. Fees properly invoiced for work performed are earned and non-refundable, save where mandatory UAE law provides otherwise.

5.1. We commit to delivering the Services with the diligence, skill, and care reasonably expected of an experienced marketing and consulting studio. This is an obligation of means, not of result.

5.2. Audience growth, engagement, reach, lead flow, revenue, and similar metrics are influenced by variables we cannot control — platform algorithms, competitive activity, seasonality, pricing, product quality, and market sentiment among them. Accordingly, no figure, forecast, benchmark, or case study we share constitutes a promise or guarantee of equivalent outcomes for the Client, unless a specific result is expressly guaranteed in a signed Engagement Document.

5.3. Strategic and consulting recommendations reflect our professional judgment based on the information available at the time. They do not constitute legal, tax, accounting, or investment advice, and the Client should obtain such advice from licensed professionals where relevant.

6.1. Delivery of the Services depends on social networks, advertising systems, analytics suites, scheduling tools, and other third-party technology operated by entities over which we have no authority.

6.2. The Client accepts that we are not responsible for, and shall have no liability arising from:

(a) algorithm updates, feature removals, pricing changes, or policy shifts on any platform;

(b) restriction, demonetisation, shadow-banning, suspension, or closure of the Client's profiles, pages, or ad accounts by a platform operator;

(c) rejected content or disapproved advertisements resulting from platform moderation; or

(d) outages, bugs, data inaccuracies, or discontinuation of third-party tools.

6.3. Where such events occur, we will use commercially reasonable efforts to assist with appeals, workarounds, or migration, but the final decision always rests with the platform concerned.

7.1. All materials the Client supplies remain the Client's property. The Client licenses them to us, on a non-exclusive and royalty-free basis, strictly for performing the Services.

7.2. Rights in final approved deliverables produced specifically for the Client pass to the Client once every invoice relating to the engagement has been paid in full. Until then, all deliverables remain our property and may not be used commercially.

7.3. We retain permanent ownership of our working methods, strategic frameworks, templates, research processes, draft materials, rejected concepts, and any proprietary know-how developed before or independently of the engagement. Where such elements are embedded in a deliverable, the Client receives a perpetual, non-exclusive licence to use them as part of that deliverable only.

7.4. Raw project files, editable source materials, and internal working documents are not included in deliverables unless the Engagement Document says so.

7.5. We may showcase the Client's brand name, logo, and non-confidential campaign results in our portfolio, pitches, and case studies, unless the Client opts out in writing.

8.1. Both parties will treat as confidential all non-public commercial, technical, and strategic information received from the other, use it only for purposes of the engagement, and protect it with at least the same care applied to their own confidential information. This duty continues for three (3) years after the engagement ends, and indefinitely for trade secrets.

8.2. Confidentiality does not extend to information that is or becomes public without breach, was already lawfully known, is independently developed, or must be disclosed under law or by order of a competent authority (in which case, where lawful, prior notice will be given).

8.3. Where personal data is processed in connection with the Services, each party will comply with the data protection laws applicable to it — including UAE Federal Decree-Law No. 45 of 2021 and, where relevant, the EU GDPR — and the parties will enter into a data processing agreement where required. Our Privacy Policy, available on request or on our website, describes our data practices.

9.1. Nothing in these Terms limits or excludes liability that cannot lawfully be limited or excluded, including liability for fraud or wilful misconduct.

9.2. Subject to Clause 9.1, the maximum aggregate liability of Sterling Axis to the Client under or in connection with an engagement — however arising — is capped at the fees actually received by us from the Client for that engagement during the three (3) months preceding the first event giving rise to liability.

9.3. Subject to Clause 9.1, we are not liable for loss of profit, loss of revenue, loss of business opportunity, loss of goodwill or reputation, wasted advertising expenditure, loss or corruption of data, or any indirect or consequential loss of any kind.

9.4. The Client is solely responsible for its own commercial decisions, its products and pricing, its regulatory compliance (including advertising standards applicable to its industry), and the accuracy of all claims made in content it approves for publication.

9.5. Claims must be raised in writing within six (6) months of the date the Client became aware, or ought reasonably to have become aware, of the facts giving rise to the claim; thereafter they are barred.

10.1. Neither party is in breach of these Terms, nor liable to the other, for delay or failure in performance (except payment of sums already due) caused by circumstances beyond its reasonable control (a "Force Majeure Event"), which includes, without limitation:

(a) natural catastrophes, extreme weather, fire, flood, or seismic events;

(b) epidemics, pandemics, and public-health restrictions;

(c) war, hostilities, terrorism, sabotage, civil disturbance, or states of emergency;

(d) acts, orders, sanctions, or restrictions of any government or regulator, and changes in law;

(e) industrial action, whether affecting a party or its suppliers;

(f) interruption or failure of power, internet connectivity, telecommunications, cloud services, hosting infrastructure, or major digital platforms and advertising networks relied upon for the Services; and

(g) cyber incidents, ransomware, or other hostile acts by third parties against either party's systems.

10.2. The party affected must notify the other without undue delay, describing the event and its expected impact, and must take reasonable steps to limit the disruption. Obligations are suspended, and deadlines extended, for the duration of the Force Majeure Event.

10.3. Should a Force Majeure Event persist beyond sixty (60) consecutive days, either party may terminate the affected engagement on written notice. The Client remains liable for fees corresponding to Services performed and third-party costs committed up to the effective date of termination.

11.1. An engagement runs from the start date in the Engagement Document until the Services are completed or the engagement is terminated under this Clause.

11.2. Retainer arrangements continue on a rolling basis and may be ended by either party giving thirty (30) days' written notice, subject to any minimum commitment period stated in the Engagement Document, during which early termination is not permitted except under Clause 11.3.

11.3. Either party may terminate with immediate effect by written notice if the other party (a) materially breaches these Terms and fails to cure the breach within fourteen (14) days of being notified, or (b) becomes insolvent, is placed into liquidation or administration, or stops trading.

11.4. We may additionally terminate or suspend immediately if the Client requires us to act in a manner that, in our reasonable view, is unlawful, deceptive, or contrary to platform rules, or if the Client's conduct toward our team is abusive.

11.5. On termination for any reason: unpaid fees for work performed fall due immediately; scheduled but unpublished content may be cancelled; we will hand over accounts and final paid-for deliverables within a reasonable period; and each party will, on request, return or destroy the other's confidential materials. Clauses 4, 5, 7, 8, 9, 12, and 13 survive termination.

12.1. Relationship. We act as an independent contractor. These Terms create no partnership, joint venture, agency, fiduciary, or employment relationship.

12.2. Team protection. For the duration of the engagement and twelve (12) months after it ends, the Client will not, without our written consent, solicit for employment or engage (directly or via an intermediary) any member of our team who worked on the Client's account. Breach of this clause obliges the Client to pay, as a genuine pre-estimate of loss, an amount equal to six (6) months of the relevant individual's gross remuneration.

12.3. Subcontracting and assignment. We may engage vetted subcontractors and remain answerable for their work. The Client may not assign or transfer the engagement without our written consent.

12.4. Notices. Notices must be given in writing by email — to us at info@sterlingaxis.online and to the Client at the address held on file — and take effect on the next working day after sending.

12.5. Severability and waiver. An invalid provision will be read down or severed without affecting the rest of these Terms; failure to enforce a right is not a waiver of it.

12.6. Entire agreement. These Terms and the applicable Engagement Document replace all earlier discussions, representations, and understandings on the same subject matter. Neither party relies on any statement not recorded in them.

13.1. These Terms, and any dispute or claim (contractual or non-contractual) arising out of or relating to them or their subject matter, are governed by the federal laws of the United Arab Emirates and the laws of the Emirate of Dubai.

13.2. The parties will first seek to settle any dispute through good-faith discussions between senior representatives within thirty (30) days of a written dispute notice.

13.3. If the dispute is not resolved amicably, the Courts of Dubai, UAE shall have exclusive jurisdiction.