Version 1.1. Last updated 30 July 2026.

These Terms and Conditions (the "Terms") govern every engagement between JMW Digital MENA LLC, trading as Fabrik, and its clients. They attach to, and form part of, every proposal and statement of work we issue (each a "Proposal", as further defined in clause 2.2). Our services are provided to businesses only.

1. Who we are

JMW Digital MENA LLC, trading as Fabrik ("Fabrik", "the Agency", "we", "us"), is a limited liability company registered in the Sharjah Media City Free Zone, United Arab Emirates, with its registered address at Shams Business Center, Sharjah Media City Free Zone, Al Messaned, Sharjah, UAE. All client engagements are contracted with JMW Digital MENA LLC.

"Client" means the company or business named in the Proposal. The individual accepting these Terms confirms they are authorised to bind that company.

2. These Terms and your Proposal

2.1. These Terms apply to all services provided by the Agency, including Growth Studio™, paid social, paid search, email and CRM, influencer marketing, editorial campaigns, ecommerce shoots, paid media assets, UGC and creator content, Shopify and Shopify Plus design and development, showrooms, agent representation, wholesale services, analytics and reporting, consultancy, and any other services described in a Proposal.

2.2. Each engagement consists of a written proposal or statement of work issued by the Agency (the "Proposal") together with these Terms (together, the "Agreement"). The Proposal sets out the commercial specifics: scope, deliverables, term, fees and payment schedule.

2.3. The Client accepts these Terms by doing any of the following: signing the Proposal, paying an onboarding fee or any invoice, confirming in writing or electronically that the Agency should proceed, or instructing the Agency to begin work. Each of these constitutes full acceptance of these Terms, provided the Terms were referenced in, linked from or made available with the Proposal.

2.4. If there is a conflict, the Proposal prevails on commercial specifics (scope, term, fees) and these Terms prevail on everything else. A Proposal only varies these Terms where it expressly identifies the clause being varied.

2.5. The Agreement is the entire agreement between the parties. The Client confirms it has not relied on any statement, forecast, projection, case study or representation made before signing that is not written into the Proposal. Nothing in this clause limits liability for fraud.

2.6. A Proposal expires 30 days after it is issued unless stated otherwise. The Agency may modify and reissue an expired Proposal.

3. Scope of services

3.1. The scope of each engagement is what is written in the Proposal. Nothing else is included, whatever may have been discussed.

3.2. No volume, frequency or cadence of any deliverable, including creative shoots, campaigns, emails, ad creative, content, reports or meetings, is guaranteed unless it is expressly stated in the Proposal. Where the Proposal does not specify a quantity or frequency, delivery volume and sequencing sit within the Agency's reasonable professional discretion. The Agency will in each month deliver a level of service consistent with the fees payable and its professional judgment of the engagement's priorities.

3.3. Delivery is phased. Engagements typically begin with foundational work (platform, data, infrastructure and strategy) before scaling content and media output. The Client acknowledges and accepts this phased delivery model.

3.4. Work outside the agreed scope requires a written change request. The Agency will respond within 7 days with availability, additional fees, revised delivery dates and any modified terms. The Client has 3 days to accept in writing, failing which the original scope continues. Out-of-scope work is charged at the Agency's standard rates.

4. No guaranteed results

4.1. The Agency provides its services with reasonable skill and care. The Agency does not warrant or guarantee any specific commercial outcome, including revenue, sales, growth, return on ad spend, cost per acquisition, conversion rates, engagement, deliverability, search rankings, wholesale placements or order volumes.

4.2. Any figures, projections, forecasts, targets or case studies discussed or shared before or during the engagement are illustrative only. They are not contractual commitments and do not form representations on which the Client may rely.

4.3. Marketing performance depends on factors outside the Agency's control, including market conditions, competition, seasonality, platform algorithms and policies, product quality, pricing, stock availability and the Client's own decisions. Fees remain payable in full regardless of commercial outcome.

5. Client obligations

5.1. The Client will provide all information, materials, content, product, access and approvals reasonably required, promptly and in any case within five business days of a request unless otherwise agreed.

5.2. Where the Client commits to supplying its own content or materials (for example founder content, ambassador content, product samples or event content), timely supply is the Client's responsibility. The Agency is not in breach, and no fee reduction arises, where delivery is constrained by materials the Client failed to supply.

5.3. Any delay caused by the Client extends affected delivery schedules day for day. Retainers and other periodic fees continue to accrue during Client-caused delays.

5.4. If the Client is unresponsive for ten business days or more, the Agency may pause delivery without liability. Pausing does not suspend the Client's payment obligations.

6. Approvals and acceptance

6.1. Work is delivered through sign-off gates, such as briefs, pre-production documents, shot lists, drafts and staging links. The Client's approval at a gate (including approval given in the agreed communication channel or by email) is binding. Work executed in line with an approved gate is deemed conforming.

6.2. Each deliverable is deemed accepted when the first of the following occurs: the Client approves it; the Client uses it commercially in any way; or five business days pass from delivery without the Client rejecting it in writing with specific reasons. For deliverables withheld under clause 7.6, the acceptance period runs from the date the deliverable is made available for review, whether or not released.

6.3. Where revisions are included, the Client receives up to two rounds of reasonable amendments per deliverable within the original brief, unless the Proposal states otherwise. Further revisions, and revisions that change the brief, are charged at standard rates.

6.4. Subjective dissatisfaction with work that conforms to an approved brief, or with work already accepted under clause 6.2, is not a defect and is not grounds for withholding or reducing payment.

6.5. A retrospective review or audit of the Agency's work, whether by the Client or a third party, does not reopen acceptance of any deliverable already accepted and does not create a basis for non-payment.

7. Fees, invoicing and payment

7.1. Fees and payment terms are set out in the Proposal. Unless the Proposal states otherwise: retainers are invoiced on the 1st of each month and are due on the 7th of that month; commissions are invoiced in arrears on the 1st of the month immediately following completion of a full month's service and are due on the 7th of that month; onboarding fees are due on signing and are non-refundable; project fees follow the milestones in the Proposal.

7.2. Payment is made by bank transfer to the account details stated on the invoice. For GBP invoices the Agency provides UK domiciled bank details through its payment partner, so payments can be made as ordinary domestic transfers without transaction fees. The Client bears any charges imposed by its own bank.

7.3. Advertising spend is separate from Agency fees, is the Client's own cost, and is paid by the Client directly to the relevant platform unless the Proposal states otherwise.

7.4. Where the engagement includes a commission basis (as in Growth Studio™), production costs (for example studio hire, models, travel, props and shipping) are included within the engagement. The Agency controls the production budget and decides, at its sole discretion, what is spent and where. If the Client wishes to increase the production budget it may contribute additional budget at its own discretion, but allocation of all production spend remains the Agency's decision. The Agency will summarise production activity in its regular reporting. Where no commission basis is in place, production costs and expenses are agreed in advance and recharged at cost.

7.5. All fees are exclusive of any applicable taxes, which the Client pays in addition where they apply. Payments must be made in full in the invoice currency without deduction for bank or transfer charges.

7.6. For one-off projects, final payment is due on completion and before final deliverables are released or transferred.

8. Invoice disputes

8.1. If the Client disputes an invoice or any part of it, the Client must notify the Agency by formal notice under clause 25.3 within 7 days of receipt of the invoice, identifying the disputed amount and the specific reasons. An invoice not disputed within that window is deemed accepted and is payable in full, and the Client waives any right to dispute it later.

8.2. Where a dispute is validly raised under clause 8.1, the Client may withhold only the specific disputed amount until the dispute is resolved under clause 23. The undisputed portion of the invoice, and every other invoice, remains payable by its due date. If the dispute is resolved in the Agency's favour in whole or in part, the resolved amount is payable immediately and interest under clause 9.1 applies to it from the original due date. An amount validly withheld under this clause is not treated as overdue for the purposes of clauses 9.2, 9.3, 9.4, 10.4 and 11.4 while the dispute remains unresolved.

8.3. Except as permitted by clause 8.2, the Client must pay all sums due in full without set-off, counterclaim, deduction or withholding of any kind, whether arising under this Agreement or otherwise.

9. Late payment, interest and collections

9.1. If any sum is not paid by its due date, the Agency is entitled to statutory interest at 8% per annum above the Bank of England base rate, together with fixed compensation per invoice and reasonable costs of recovery, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, or, where that Act does not apply, to contractual interest at the same rate together with fixed compensation of 100 GBP (or equivalent) per invoice and the Agency's reasonable costs of recovery. Interest accrues daily from the due date until payment in full, before and after any judgment.

9.2. If any sum is 7 days or more overdue, the Agency may suspend some or all services (including pausing campaigns, email flows, development work and content production) without liability. Retainers and periodic fees continue to accrue during suspension for up to 60 days, after which the Agency may terminate under clause 10.4.

9.3. If any invoice remains unpaid 10 days after its due date and the Client has not contacted the Agency in advance to agree an alternative arrangement in writing, the account is referred to the Agency's third-party debt collection partners and/or legal proceedings without further notice. All collection agency fees, court fees and legal costs incurred are added to the debt and are payable by the Client.

9.4. While any sum is overdue, the licence and use rights granted to the Client are suspended in accordance with clause 11.4.

9.5. Payments received are applied to the oldest outstanding debt first, then to interest and costs, then to current invoices.

10. Term and termination

10.1. Each engagement runs for the term stated in the Proposal (the "Term"). The Term is a binding commitment. The engagement ends on expiry of the Term, and continuation of services beyond the Term requires a new or renewed Proposal agreed by both parties. A Client that does not intend to renew must give at least 30 days' written notice before the end of the Term.

10.1a. Where the Client has not served that notice, the Agency may, at its option, activate a grace period of up to 30 days from the end of the Term, during which the services continue on the terms of the expiring Agreement (including fees, invoiced pro rata) while a renewal is negotiated, so that delivery is not interrupted. If no new Proposal is agreed by the end of the grace period, the engagement ends at the end of the grace period. The grace period does not extend the Term and does not create a rolling engagement. Fees for an activated grace period are payable in full for its duration.

10.2. The Client has no right to terminate for convenience during the Term unless the Proposal expressly grants one. The fees for the full Term are the agreed price of the engagement and are payable in all circumstances other than termination under clause 10.5. If the Client terminates, abandons or repudiates the engagement before the end of the Term, other than under clause 10.5, all fees for the remainder of the Term become immediately due and payable as a debt, alongside any unpaid invoices, accrued commissions, interest and costs, and the Agency remains ready and willing to continue providing the services for the remainder of the Term at the Client's request. If the Client exits during an activated grace period under clause 10.1a, fees for the full grace period remain payable. The parties agree that these sums are the price of the committed Term, reflecting the Agency's reserved team capacity, resources committed and opportunities declined in reliance on it, and are a primary payment obligation, not a penalty.

10.3. The Agency may reduce or waive early termination sums at its sole discretion by written settlement agreement. No reduction or waiver is implied, and none arises from negotiation alone. Any settlement offer the Agency makes lapses on its stated deadline, and an offer that lapses or is rejected does not reduce or waive any sum otherwise due.

10.4. The Agency may terminate immediately by written notice if the Client fails to pay any sum within 14 days of its due date, commits a material breach, or becomes insolvent. Termination by the Agency for non-payment does not release the Client from clause 10.2 sums.

10.5. The Client may terminate by formal notice under clause 25.3 if the Agency commits a material breach and fails to remedy it within 30 days of receiving formal notice specifying the breach, or if the Agency becomes insolvent. On termination under this clause, the Client pays for all services delivered and work in progress up to the termination date, and no clause 10.2 early termination sum applies. A breach alleged for the first time after the Client has decided or attempted to exit does not qualify under this clause.

10.6. Fees for work already delivered or in progress are non-refundable in all circumstances, whatever the reason for termination.

10.7. Clauses 7, 8, 9, 10.2, 10.6, 11, 12, 14, 15, 16, 17, 18, 19, 20, 21, 23, 24 and 25, and any other clause intended by its nature to survive, survive termination.

11. Ownership of work and intellectual property

11.1. "Work Product" means everything created, produced or delivered by or on behalf of the Agency in connection with an engagement, including websites, storefronts, theme code, custom code, integrations, designs, wireframes, email flows, templates and automations, copy, photography, video, editorial and ecommerce imagery, UGC and creator content, ad creative and paid media assets, audience structures, campaign architecture, strategy documents, plans, reports and data models. Work Product does not include materials supplied by the Client, the Client's trademarks, or third-party and open-source components (including the Shopify platform and third-party licensed themes), which remain owned by their respective owners.

11.2. All Work Product, and all intellectual property rights in it, is and remains the exclusive property of the Agency until the Client has paid in full every sum due under the Agreement, including all invoices, all retainers for the full Term, commissions, project fees, early termination sums under clause 10.2, interest, compensation and costs ("Full Payment").

11.3. Until Full Payment, the Client has a limited, revocable, non-exclusive, non-transferable licence to use Work Product solely for the purposes of the engagement.

11.4. That licence is suspended automatically if any sum remains unpaid 7 days after its due date and the Agency has given the Client formal notice of the overdue sum, and is reinstated when all overdue sums, interest and costs are paid in full. The licence terminates automatically, without further notice, if the engagement ends before Full Payment. While the licence is suspended, and permanently once it has terminated, the Client must immediately stop using all Work Product on every channel and platform. This includes taking down website and development work, deactivating email flows and templates, ceasing to run or publish any advertising or content that uses Agency-created assets, and ceasing all use of Agency-created photography, video, designs and copy.

11.5. Use of Work Product while the licence is suspended or after it has terminated is intellectual property infringement. Without limiting its other remedies, the Agency may charge for any period of unlicensed use at its standard rates, and may, acting reasonably and after giving 14 days' formal notice, suspend or disable Work Product hosted on or served from the Agency's own systems and accounts.

11.6. On Full Payment, all intellectual property rights in the final deliverables assign automatically to the Client, and the Client may alter and use them freely, subject to clause 21. This assignment excludes: (a) the Agency's pre-existing and background intellectual property, including tools, frameworks, processes, code libraries and know-how, which the Agency licenses to the Client on a non-exclusive, perpetual basis solely as embedded in the deliverables; and (b) third-party materials (such as fonts, stock assets and software licences), which remain subject to their own licence terms.

11.7. For clarity: a client that terminates, or whose engagement is terminated, without Full Payment has no right to use any Work Product, in whole or in part, in any form.

12. Client property and materials

12.1. Product, samples, stock, garments and other Client property supplied for shoots, content production or wholesale activity, whether held by the Agency or by a subcontractor or partner on its behalf, are held at the Client's risk. The Agency is not required to insure Client property unless agreed in writing.

12.2. Client property is returned on written request. The Client arranges and pays for collection or provides a prepaid shipping label, and the Agency will make the items available for dispatch, including items held by subcontractors or partners, within 14 days of the request.

12.3. Client property in the possession of the Agency or its partners is not held as security and creates no lien, deduction, set-off or counterclaim against any sums the Client owes.

12.4. Client property unclaimed 60 days after the end of an engagement may be returned at the Client's cost, donated or disposed of, at the Agency's discretion and without liability.

13. Third-party platforms and accounts

13.1. The Client owns its own platform accounts (including Shopify, Meta, Google, TikTok and Klaviyo) and is responsible for the accuracy of information in them and for compliance with each platform's terms.

13.2. The Agency is not liable for platform outages, policy or algorithm changes, account restrictions or bans, cost inflation, or any other act or omission of a third-party platform. Fees remain payable in full regardless.

14. Communication, records and offboarding

14.1. Each engagement has a designated communication channel, normally a dedicated Slack workspace or channel, alongside email. The designated channel and email together form the official record of project communication, approvals and delivery. Any claim about communication or delivery is assessed against that record.

14.2. Access to the Agency's systems, workspaces and tools is provided for the duration of the engagement only. Removal of access on termination is standard offboarding and does not constitute withholding of records.

14.3. The Client may request an export of its materials and final Work Product within 30 days of the later of termination and Full Payment. The Agency will provide the export within a reasonable period. The Agency may retain copies of records for legal, accounting and compliance purposes.

15. Confidentiality

15.1. Each party will keep confidential all proprietary or sensitive information disclosed by the other in connection with the engagement, and use it only for the engagement. This does not apply to information that is public through no fault of the receiving party, lawfully obtained from a third party, independently developed, or required to be disclosed by law or a court.

15.2. This clause survives for three years after the engagement ends.

16. Data protection

16.1. Each party will comply with data protection law applicable to it, including UK GDPR and the Data Protection Act 2018 where applicable. The Client warrants it has a lawful basis for all personal data (including marketing lists and customer data) it provides to the Agency, and that consent has been validly obtained wherever required. The Client indemnifies the Agency against claims arising from data the Client supplied or instructed the Agency to use.

17. Warranties

17.1. The Client warrants that all materials, content, product claims and instructions it provides do not infringe any third-party rights and comply with applicable law and advertising standards.

17.2. The Agency warrants that, to the best of its knowledge, its original Work Product does not infringe third-party rights.

17.3. All other warranties, conditions and terms implied by statute or law are excluded to the fullest extent permitted.

18. Liability

18.1. Nothing in these Terms excludes liability for fraud, or for death or personal injury caused by negligence, or any other liability that cannot lawfully be excluded.

18.2. Subject to 18.1, neither party is liable for indirect, incidental or consequential losses, loss of profit, loss of revenue, loss of anticipated savings, loss of data or loss of goodwill.

18.3. Subject to 18.1, the Agency's total aggregate liability arising out of or in connection with an engagement is limited to the fees actually paid by the Client to the Agency under that engagement in the 12 months before the event giving rise to the claim.

18.4. The Agency is not liable for outcomes of decisions the Client makes, for the performance of Client-approved work, or for losses arising from materials, information or instructions supplied by the Client.

19. Indemnification

19.1. The Client indemnifies the Agency against all claims, damages, costs and expenses arising from: materials, content or data supplied by the Client; the Client's products and services; instructions given by the Client; the Client's breach of platform terms or applicable law; and any use of Work Product outside the licence granted in clause 11.

20. Non-solicitation

20.1. During an engagement and for 12 months after it ends, the Client will not directly or indirectly solicit, hire or engage any employee, contractor or team member of the Agency who was involved in the engagement. If the Client does so, it will pay the Agency a recruitment fee of 30% of that person's annual remuneration. The parties agree this fee is a proportionate protection of the Agency's legitimate interest in the workforce it has recruited, trained and introduced to the Client, and is not a penalty. This clause does not apply where the individual responds to a genuine public advertisement not specifically targeted at them.

21. Accreditation and promotion

21.1. The Agency may include a discreet credit and hyperlink to its website in the footer of websites it builds, unless otherwise agreed in writing.

21.2. The Agency may identify the Client as a client, and describe the work and non-confidential results in its portfolio, case studies, award entries and marketing. The Client may withdraw this permission prospectively by written notice, except for entries and publications already made.

22. Force majeure

22.1. Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, war, epidemics, government action, power or internet failure, or third-party platform failure. Affected timelines extend accordingly. The Client's payment obligations are not suspended by force majeure.

23. Disputes

23.1. The parties will first attempt to resolve any dispute by good-faith negotiation between senior representatives for 14 days from written notice of the dispute.

23.2. Nothing in this clause prevents or delays the Agency from issuing proceedings at any time to recover unpaid invoices or other sums due, or from seeking urgent injunctive relief to protect its intellectual property.

23.3. The Client must continue to pay all sums falling due while any dispute is ongoing, subject only to a valid dispute raised under clause 8.1.

24. Governing law and jurisdiction

24.1. These Terms, each Proposal, and any dispute or claim arising out of or in connection with them (including non-contractual disputes) are governed by the law of England and Wales.

24.2. The Client irrevocably agrees that any proceedings it brings against the Agency may be brought only in the courts of the United Arab Emirates, save that the Client may defend, and bring a counterclaim in, proceedings the Agency has commenced elsewhere under clause 24.3.

24.3. The Agency may bring proceedings against the Client in the courts of England and Wales, the courts of the United Arab Emirates, or the courts of any jurisdiction in which the Client is incorporated, trades or holds assets.

24.4. Each party confirms it has had the opportunity to take independent legal advice on this clause and agrees it is reasonable given the parties' locations.

25. General

25.1. Variations to these Terms or a Proposal must be in writing and signed or expressly confirmed by both parties.

25.2. Failure or delay in enforcing any provision is not a waiver of it.

25.3. Formal notices must be sent by email with confirmation of receipt, to the Agency at jason@fabrik.ae and to the Client at the email address in the Proposal, or by registered mail to the registered addresses.

25.4. If any provision is found unenforceable, the remainder stays in force, and the provision is modified to the minimum extent needed to make it enforceable.

25.5. The Client may not assign the Agreement without the Agency's written consent. The Agency may use subcontractors and partners in delivery and remains responsible for their work, and may assign the Agreement to a successor in business or a member of its corporate group on written notice.

25.6. Nothing in the Agreement creates a partnership, joint venture or employment relationship. No third party has rights to enforce any term of the Agreement.

25.7. In these Terms, "business day" means Monday to Friday excluding public holidays in England and in the United Arab Emirates, and references to "days" without more mean calendar days. "In writing" includes email. Approvals and sign-offs may additionally be given in the designated communication channel under clause 14.1, but formal notices (including invoice disputes under clause 8.1, dispute notices under clause 23.1 and termination notices) are only effective if given under clause 25.3.

26. Contact

Questions about these Terms: jason@fabrik.ae. JMW Digital MENA LLC, Shams Business Center, Sharjah Media City Free Zone, Al Messaned, Sharjah, United Arab Emirates.