General Terms and Conditions for CTC International Marketing Management FZCO

Article 1 - Applicability
1.1. CTC International Marketing Management FZCO, located in the IFZA Freezone, Dubai, UAE, registered under number 53794, hereinafter referred to as the "Contractor".
1.2. These general terms and conditions apply to all offers, proposals, assignments, and additional (follow-up) assignments made by the client to the contractor, both for social media management and dropshipping. The client's general terms and conditions are explicitly excluded.
1.3. The contractor is entitled to amend these general terms and conditions. Amendments will be communicated to the client in writing. If the client does not wish to accept the changes, the client has the right to terminate the agreement within one week of the notification. The termination must be in writing. After the expiration of the mentioned period, the client is deemed to have agreed to the amended terms.

Article 2 - Definitions
2.1. Assignment: An agreement between the contractor and the client regarding a task and/or the execution of (advisory) activities related to social media management or dropshipping.
2.2. Client: A legal entity or individual who has given the contractor an assignment for performing services and/or tasks.
2.3. Contractor's Services: The services provided by the contractor, which include but are not limited to:

Social Media Management
Social Media Strategy
Copywriting and Content Creation
Photography
Social Advertising
Email Marketing
Web Design
Dropshipping Services (selling products via online platforms without holding stock)

Article 3 - Offers and Proposals
3.1. All offers and proposals made by the contractor are non-binding and only serve as an invitation to issue an assignment. Any accepted assignment will be duly and in writing confirmed to the client in the agreement.
3.2. All offers and proposals made by the contractor are valid for a period of 30 days, unless otherwise agreed in writing. After this period, the offer or proposal expires.

Article 4 - Execution of the Agreement
4.1. The client is always responsible for the accuracy, completeness, and consistency of the information provided to the contractor. Errors, omissions, and inconsistencies are at the client's own risk.
4.2. The client ensures that all information necessary for the execution of the agreement, as indicated by the contractor or reasonably assumed to be necessary, is provided to the contractor on time. If the necessary information is not provided in time, the contractor has the right to suspend the execution of the agreement. The execution period will not begin until the client has provided the required information.
4.3. The contractor will perform the assignment to the best of their knowledge and ability, in accordance with the agreement.
4.4. The contractor may engage third parties for the execution of the assignment. If the client engages a party that is not affiliated with the contractor, the contractor is not liable for any errors made by this third party.
4.5. The signed agreement is the complete representation of what has been agreed upon between the client and the contractor and supersedes any prior verbal or written agreements.
4.6. Changes to the agreement must be accepted in writing and signed by authorized representatives of both the client and the contractor.

Article 5 - Social Media Management and Dropshipping
5.1 Social Media Management
5.1.1. The contractor will provide services in the area of social media management, including creating, scheduling, and managing social media content and advertisements for the client.
5.1.2. The client must provide the required content and information for the execution of the social media campaigns, such as images, texts, and other marketing materials, on time.
5.1.3. The contractor will manage the client's social media accounts in accordance with the agreed strategy and objectives.
5.1.4. The client is responsible for approving all content before publication.

5.2 Dropshipping
5.2.1. The contractor offers dropshipping services, meaning the client can sell products via an online platform without holding inventory.
5.2.2. The contractor offers assistance in selecting products, setting up a webshop, and managing orders.
5.2.3. The contractor is not responsible for the quality of products delivered by the supplier, and the client must address any complaints directly with the supplier.
5.2.4. The client is responsible for complying with all relevant laws and regulations regarding product sales.

Article 6 - Invoicing and Payment
6.1. Payment for the contractor’s services must be made prior to the execution of the assignment unless otherwise agreed in writing.
6.2. If a fixed price is agreed upon, the contractor will inform the client in writing about the financial consequences of additional work.
6.3. Payment of invoiced amounts must be made within 14 (fourteen) days from the invoice date unless otherwise agreed in writing.
6.4. Disputes regarding an invoice must be received by the contractor in writing within 10 calendar days from the invoice date.
6.5. Payments must be made in full within the specified period via transfer to the provided IBAN (or other agreed payment methods).
6.6. If the payment deadline is exceeded, the client is in default and owes statutory interest on the outstanding amount. All collection costs are borne by the client.

Article 7 - Duration and Termination
7.1. The agreement is entered into for the duration specified in the agreement. Early termination is possible after a period of 6 months unless otherwise agreed in writing.
7.2. The agreement may be terminated in writing with a notice period of 30 days. No refunds will be made upon termination unless otherwise agreed.
7.3. Both parties have the right to terminate the agreement immediately if the other party fails to meet any obligation, and does not rectify this within 30 days of a notice of default.

Article 8 - Confidentiality
8.1. Both parties will maintain strict confidentiality regarding all confidential information during the term of the agreement and after its termination.
8.2. Except with written consent from the other party, confidential information will not be disclosed to third parties.
8.3. Both parties require their personnel and external advisors to adhere to this confidentiality clause.

Article 9 - Intellectual Property and Licenses
9.1. The intellectual property of materials developed by the contractor remains fully with the contractor and is protected by intellectual property rights. Reproduction, use, or adaptation without the contractor's written consent is prohibited.
9.2. The client is granted a non-exclusive right to use the developed materials for the agreed purposes during the term of the agreement.

Article 10 - Liability
10.1. The contractor is not liable for damage caused by the execution of the assignment, including damage from negative effects of social media posts or dropshipping.
10.2. The contractor's liability is limited to the amount paid by the client to the contractor.
10.3. The contractor is not liable for indirect damage, such as consequential damage or reputational damage.
10.4. If third parties are engaged, the contractor is not liable for errors made by these third parties.
10.5. The contractor provides an obligation of effort and cannot be held responsible for specific results, such as loss of turnover or reputational damage.

Article 11 - Disputes and Applicable Law
11.1. These terms and the agreement are governed by the laws of the United Arab Emirates.
11.2. Disputes will first be attempted to be resolved through mediation. If mediation is unsuccessful, disputes will be submitted to the arbitration committee of the Dubai International Arbitration Centre (DIAC).

Article 12 - Data Protection
12.1. The contractor acts in accordance with local data protection and privacy legislation (UAE Data Protection Law).
12.2. Customer data is securely stored and processed, and confidential information will only be shared when necessary for the execution of the agreement.