This Service Agreement ("Agreement") is made between:

Supplier: SEO Agency, UAE

and

Customer:

1. Agreement Overview

The Supplier agrees to provide digital marketing and SEO services ("Services") to the Customer as detailed in Schedule 1 of this Agreement.

2. Commencement and Duration

This Agreement begins on the date of the last signature below ("Effective Date") and will continue for a period of twelve (12) months unless terminated earlier in accordance with the Termination clause.

3. Services

3.1 Provision of Services: The Supplier shall provide the Services either:

• On an ongoing basis; or
• In response to requests from the Customer, as specified in Schedule 1.

3.2 Performance Standards: The Supplier will perform the Services with reasonable care and skill, adhering to industry best practices and in compliance with all applicable laws and regulations.

4. Customer Obligations

The Customer agrees to:

• Cooperate with the Supplier in all matters related to the Services.
• Provide any necessary information, materials, and access to systems as required by the Supplier.
• Ensure that any information provided is accurate and complete.

5. Charges and Payment

5.1 Fees: The Customer shall pay the Supplier the fees specified in Schedule 2.

5.2 Invoicing: Invoices will be issued monthly and are payable within fourteen (14) days of receipt.

5.3 Late Payments: If payment is not received by the due date, the Supplier reserves the right to:

• Charge interest on the overdue amount at a rate of 4% per annum above the prevailing base rate.
• Suspend the provision of Services until payment is made in full.

6. Changes to Services

6.1 Any modifications to the scope or nature of the Services must be agreed upon in writing by both parties.

6.2 The Customer may request changes by providing written notice to the Supplier. The Supplier will respond within ten (10) working days with acceptance, a proposal for adjustment, or reasons for inability to comply.

7. Intellectual Property Rights

7.1 All intellectual property rights in any materials or deliverables provided by the Supplier shall remain the property of the Supplier unless otherwise agreed in writing.

7.2 The Supplier grants the Customer a non-exclusive, non-transferable license to use the deliverables solely for its internal business purposes.

8. Confidentiality

Both parties agree to keep confidential any proprietary or sensitive information received from the other party and not to disclose it to any third party without prior written consent, except as required by law.

9. Liability

9.1 Limitation of Liability: The Supplier's total liability under this Agreement shall not exceed the total fees paid by the Customer in the three (3) months preceding the claim.

9.2 Exclusions: Neither party shall be liable for any indirect, incidental, or consequential damages, including but not limited to loss of profits, revenue, or data.

10. Termination

10.1 Either party may terminate this Agreement by providing thirty (30) days' written notice to the other party.

10.2 Either party may terminate immediately if the other party commits a material breach of this Agreement and fails to remedy it within thirty (30) days of receiving notice of the breach.

11. Effects of Termination

Upon termination:

• The Customer shall pay any outstanding fees for Services rendered up to the termination date.
• Both parties shall return or destroy any confidential information belonging to the other party.

12. Non-Solicitation

The Customer agrees that during the term of this Agreement and for twelve (12) months thereafter, it will not solicit or employ any employee or contractor of the Supplier who was involved in providing Services under this Agreement.

13. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to events beyond its reasonable control, including but not limited to natural disasters, acts of government, or labor disputes.

14. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the United Arab Emirates. Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of the UAE.

15. Entire Agreement

This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements, representations, and understandings.

16. Notices

Notices under this Agreement shall be in writing and delivered to the addresses specified by the parties.

Schedules

Schedule 1 – Specification of Services

To be determined and agreed upon by both parties.

Schedule 2 – Charges

To be determined and agreed upon by both parties.

Signatures

By signing below, both parties acknowledge that they have read and agree to the terms of this Agreement.