All work carried out by or at the responsibility of Ideal Mediums FZE for Clients is subject to these terms conditions of service. These terms may be varied or excluded (in whole or in part) by any Proposal, Service Order or by subsequent agreement in writing signed on behalf of Ideal Mediums the Client, but not otherwise. Acceptance of a Proposal, confirmation of a Service Order or use of the Ideal Mediums system or Site constitutes complete unconditional acceptance of these terms conditions of service.

 

 

The definitions rules of interpretation in this clause apply in these terms conditions.

 

Agreement: the agreement formed between Ideal Mediums a Client comprising a Proposal a Service order with these Conditions being deemed to be included, or a Service Order with these Conditions being deemed to be included without a Proposal.

 

Charges: Ideal Mediums’ fees for the Services other costs or disbursements as agreed between the Parties from time to time set out in a Proposal or Service Order or both.

 

Client: the person, firm or company who purchases Services from Ideal Mediums pursuant to these Conditions or uses the Ideal Mediums Site, is one of the Parties.

 

Conditions: these terms conditions of service.

 

Data: means any Client data that Ideal Mediums comes into possession of regardless of the form that it is in, includes the personal data provided to Ideal Mediums d from time to time by Client (which may include sensitive personal data).

 

Data Protection Legislation: all applicable data protection legislation regulations.

 

Data Storage Services Software: the provision of the Ideal Mediums data storage services software, whereby

 

(i) Ideal Mediums provides services by which persons can give ( withdraw) notice of their interest in a business ’ products or services by mobile telephone or at the Ideal Mediums Site or another site provide personal data,

 

(ii) Ideal Mediums stores the Data,

 

(iii) Ideal Mediums provides the Software to manipulate the data collected,

 

(iv) Ideal Mediums provides the facilities for the Client to send e-mails SMS text messages to the email addresses or mobile telephone numbers listed in their Data sub-sets of the Data identified using the Software,

 

(v) Ideal Mediums provides facilities for the Client to export the Data such other services agreed between Ideal Mediums the Client from time to time or ancillary to the services detailed above.

 

Electronic Transactions:  Writing, email electronic transactions, where the same are referred to in these Conditions, shall be governed by UAE Federal Law No. (1) of the Year 2006 In Respect of The Electronic Transactions And Commerce.

 

Ideal Mediums: means Ideal Mediums FZE incorporated registered in RAK Free Trade Zone with registration number RAKFTZA-FZE-4001060 as a Free Zone Establishment with Limited Liability one of the Parties.

 

Intellectual Property Rights: These understings between Ideal Mediums a Client related to rights including the understing that copyright is reserved to Ideal Mediums in all Proposals, Service Orders, reports, surveys other documents produced or commissioned by Ideal Mediums under or in connection with the Agreement. No such document shall be copied or published (in whole or in part) or disseminated to any third party without the written permission of Ideal Mediums. Permission will not be unreasonably withheld or withdrawn provided in all cases that Ideal Mediums is satisfied that the copying or publication will not cause offence to or infringe the rights of any third party provided further that Ideal Mediums is satisfied that such copying or publication will be of the whole of the document concerned not of a part or ion therefrom.  Where Data Storage Services Software are concerned, all patents, rights to inventions, utility models, copyright related rights, logos, service marks, trade, business domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how trade secrets) any other intellectual property rights, in each case whether registered or unregistered including all applications for renewals or extensions of such rights, all similar or equivalent rights or forms of protection in any part of the world.

 

Materials: includes, in addition to a document in writing, the Data, databases, computer software (including the Software), designs, drawings, pictures or other images (whether still or moving), the Site, sounds or any other record of any information in any form.

 

Parties: Ideal Mediums the person, firm or company who purchases Services from Ideal Mediums.  Such a person, firm or company is subject to these Conditions. 

 

Proposal: An offer made by Ideal Mediums to perform or provide Services to or for a Client on terms in addition to these Conditions but which will be deemed to include these Conditions.

 

Service Order: An Ideal Mediums document which summarizes the Services to the Client the Charges which must be paid by the Client which will be deemed to include these Conditions.

Services: means the Ideal Mediums services, including:

 

(i) Email marketing strategy development implementation;

(ii) Mobile marketing strategy development implementation;

(iii) In-house database marketing strategy development implementation;

(iv) Email mobile bulk messaging technology licensing training;

(v) Database cleansing;

(vi) Email design;

(vii) Mobile content, including SMS MMS;

(viii) Development implementation of email mobile marketing campaigns;

(ix) E-ticketing technology licensing training, includes Data Storage Services Software which are defined above.

 

Site: means Ideal Mediums ’ web site from which the Services can be reviewed, ordered or accessed.

 

SMS Credit: means a virtual non-refundable credit which the Client may redeem with Ideal Mediums on the day of purchase the following 29 days in return for the sending by Ideal Mediums of one SMS text message to the mobile telephone number provided by Client. The cost to Ideal Mediums of obtaining SMS text messaging services may vary; after the expiry of the guaranteed value period of 30 days the number of SMS Credits required to be redeemed in return for the sending by Ideal Mediums of one SMS text message may be varied at Ideal Mediums ’ discretion.

 

Software: means Ideal Mediums ’ data management manipulation software which is made available by Ideal Mediums for use to the Client over the internet as part of the Services.

 

Subscriber: means each person for whom Ideal Mediums holds Data on for the Client.

 

Writing: includes by email, so long as there has been some form of confirmation of email receipt.

 

 

Typically, Ideal Mediums will provide a Client with a Proposal.  Proposals submitted by Ideal Mediums shall, unless otherwise stated therein, remain open for acceptance for thirty days from the date of submission to the Client. Acceptance shall be valid only if made in writing signed by or on behalf of the Client, which can be on the Proposal itself, on a Service Order or in a separate document. Variation of the terms of a Proposal shall be effective only if specified in the written acceptance countersigned by an authorised representative of Ideal Mediums.  Unless otherwise stated in the Proposal, the Client shall take all steps to enable Ideal Mediums to begin its work not later than ten days after acceptance of the Proposal. The Client will make available or place at Ideal Mediums’ disposal all information, facilities personnel reasonably required by Ideal Mediums to carry out its work, generally will co-operate with Ideal Mediums in all reasonable ways.

 

3.1 These Conditions in this condition 3, along with all the other Conditions, shall apply to be incorporated into the contract between Ideal Mediums the Client for Data Storage Software. If the application form is completed online by Client, Client will need to scroll through the Conditions online will be asked to tick a box accepting these Conditions on the web page, this will constitute an acceptance by Client of these Conditions relating to the Data Storage Services Software. The Data Storage Services Software supplied under this Agreement shall be provided by Ideal Mediums to the Client from the date Client signs up to the Data Storage Services Software online. The Client may request that the Data Storage Services Software be varied but any such variation shall be subject to Ideal Mediums ’ prior written consent the written agreement of both parties, which shall set out any new, or variation of, the Charges. Unless the parties have agreed an annual or quarterly contract for the supply of the Data Storage Services Software, the Data Storage Services Software supplied under this Agreement shall continue to be supplied for successive one (1) month periods unless until this Agreement is terminated by one of the parties giving to the other not less than one months ’ notice, unless this Agreement is terminated in accordance with

 

3.2 When Client requests the Data Storage Services Software of Ideal Mediums, clicks online to agree to these Conditions, the Client shall be allocated a free demo account will be sent a link by email to validate their details provide access to this account. The Client can then upload Data to Ideal Mediums.

 

3.3 Ideal Mediums shall store Client’s Data securely Client should note that Ideal Mediums does not buy, sell or rent any of Client’s Data nor will Ideal Mediums disclose any Data to any business, organization or individual without the Client’s prior express consent.

 

3.4 Ideal Mediums uses a third party to host the application servers to provide communication services. That third party undertakes to provide its services at or above industry stards. Ideal Mediums uses a separate third party to provide SMS text messaging services. Both third parties rely upon the services of other telecommunications operators. Accordingly, Ideal Mediums does not warrant that the Data Storage Services Software will be uninterrupted or error free nor that the delivery or e-mails or SMS text messages will be without delay. Ideal Mediums will endeavour to ensure that any third parties involved in the supply of the Data Storage Services Software take appropriate security measures to protect Data.

 

3.5 It may be necessary to temporarily suspend the Data Storage Services Software from time to time to carry out maintenance of equipment; such suspensions will be limited. However, the Data Storage Services Software may also be suspended (in whole or part) where Ideal Mediums or the third party host is obliged to comply with an order, instruction or request of government, a court or other competent administrative authority or an emergency service organisation.

 

3.6 Ideal Mediums may at any time without notifying the Client make any changes to the Data Storage Services Software which are necessary to comply with any relevant statutory, regulatory or similar requirements which do not materially affect the nature or quality of the Data Storage Services Software.

 

3.7 Ideal Mediums will provide e-mail support for the Data Storage Services Software during its usual business hours free of charge. Ideal Mediums ’ speed of response other modes of support will depend upon the package Charges agreed with the Client.

 

3.8 Ideal Mediums reserves the right to gather, process publish anonymous statistics on aggregate delivery open rates other campaign statistics. These statistics are produced on an aggregate basis across all Clients, for the purposes of quality control allowing Clients to compare their performance across their particular industry. The gathering of these statistics will not require processing of any personal data.

 

3.9 The Client shall ensure that it has suitable computer communications equipment to utilise the Data Storage Services Software from time to time; Ideal Mediums recommends that Client has, at minimum, a computer, internet connection a web browser with minimum specification of either (i) Internet Explorer 7 or above (for a PC), or (ii) Firefox 2 or above (for a MAC or PC). Any other web browsers shall be used at Client’s own risk as they may not necessarily offer full functionality with Ideal Mediums’ Software. The Client shall obtain maintain all necessary licences consents comply with all relevant legislation, including Data Legislation, in relation to the Data Storage Services Software, before the date on which the Data Storage Services Software are to start. The Client shall comply, ensure that all of the Data all use of the Data Storage Services Software complies, in all respects, with all regulations, directions, codes of practice other rules guidelines, matory or otherwise, promulgated from time to time by regulators (collectively, “Codes”) including, without limitation, those of the Mobile Marketing Association (available at www.mmaglobal.com).

 

3.10 It is a condition of this Agreement that the Client complies with all applicable Data Protection Legislation (including, if located in the European Economic Area "EEA", any locally applicable legislation giving effect to EC Directive 95/46/EC, such as the provisions of the Data Protection Act 1998 or official guidance). In particular, the Client shall:

 

(i) take appropriate organisational technical measures against unauthorised or unlawful processing;

 

(ii) obtain express, specific informed consent when obtaining sensitive personal data from Subscribers;

 

(iii) if located or operating in the EEA, only transfer Data outside the EEA with, only to the extent of, any express informed written consent of the relevant Subscribers;

 

(iv) indemnify Ideal Mediums against any loss, damage or expenses which may be incurred as a result of any breach of the Data Protection Legislation or from its use of any Data provided in the course of the Data Storage Services Software (including in relation to any e-mails or SMS text message sent by the Client or at its instruction).

 

3.11 Ideal Mediums shall, any third parties it contracts with shall, comply with all relevant Data Protection Legislation in relation to its storage of Client’s Data.

 

3.12 Ideal Mediums contracts with a third party to store the Data back it up. Whilst that third party is obliged to carry out back-ups at regular intervals, the Client is advised to make its own interim back-ups of all Data, particularly if it adds a significant amount of Data over a short time period. Ideal Mediums shall have no liability for any loss or damage, however caused, arising from any loss of Data.

 

3.13 Ideal Mediums has installed into the Software several procedures to help ensure compliance with relevant Data Protection Legislation, including the addition of unsubscription links in messages the use of double opt-in techniques for data captured using Ideal Mediums provided web forms. It is, however, the Client’s responsibility to ensure that their actions under this Agreement are compliant with all Data Protection Legislation.

 

3.14 As between the Client Ideal Mediums, all Intellectual Property Rights all other rights in the Site the pre-existing Materials (which, for the avoidance of doubt, includes the Logo) shall be owned by Ideal Mediums. Subject to condition 3.15, Ideal Mediums licenses all such rights as are necessary to use the Software Logo to the Client on a non-exclusive, worldwide basis to such extent as is necessary to enable the Client to make reasonable use of the Data Storage Services Software. If this Agreement is terminated, this license will automatically terminate.

 

3.15 The Client acknowledges that, where Ideal Mediums does not own any pre-existing Materials, the Client ’s use of rights in pre-existing Materials is conditional on Ideal Mediums obtaining a written license (or sub-license) from the relevant licensor or licensors on such terms as will entitle Ideal Mediums to license such rights to the Client. Use of the Software is on the following terms:

 

(i) "use" of the Software shall be restricted to use over the internet for the purpose o utilising the Data Storage Services Software only;

 

(ii) the Client shall have no right to copy, adapt, reverse engineer, decompile, disassemble or modify the Software in whole or part except as permitted by law;

 

(iii) the Client shall have no right to sub-licences of the Software;

 

(iv) the Client acknowledges that the Software will not be treated as goods within the meaning of the laws of the UAE the Emirate of Dubai.

 

3.16 The Client undertakes not to do or permit to be done any act which would or might jeopardise or invalidate any registration of the Intellectual Property Rights, or application for registration, nor to do any act which might assist or give rise to an application to remove any of the Intellectual Property from an official register or which might prejudice the right or title of Ideal Mediums to the Intellectual Property.  The Client will not make any representation or do any act which may be taken to indicate that it has any right title or interest in or to the ownership or use of any of the Intellectual Property Rights except under the terms of this Agreement, acknowledges that nothing contained in this Agreement shall give the Client any right, title or interest in or to the Intellectual Property save as ed hereby.  All use of the Intellectual Property rights (including the Logo) by the Client shall be for the benefit of Ideal Mediums the goodwill accrued to the Client arising from its use of the Intellectual Property (including the Logo) (but no greater or other goodwill) shall accrue to be held in trust by the Client for Ideal Mediums which goodwill the Client agrees to assign to Ideal Mediums at its request own cost at any time, whether during or after the term of this Agreement.

 

3.17 Ideal Mediums shall have the right to either suspend or terminate this Agreement with immediate effect if it should be discovered, through third party complaints or through Ideal Mediums’ internal monitoring procedures, that Client is sending any SPAM messages through the Data Storage Services Software. If Ideal Mediums suspends a Client’s account then Client will have to rectify any damage caused, either to Ideal Mediums’ reputation or to a third party, will have to commit to not sending any further SPAM through the Data Storage Services Software. If Ideal Mediums terminates a Client’s account under this condition, Ideal Mediums’ decision will be final.

 

 

Ideal Mediums will take all reasonable steps to meet the wishes of Clients in the ion of sub-contractors associates but reserves the right (unless otherwise required in writing by the Client in its acceptance of a Proposal) to employ, discharge or replace at any time any sub-contractor or associate in carrying out work for Clients. References in a Proposal to the utilisation of the services of a particular person as sub-contractor or associate shall imply only that Ideal Mediums has consulted intends to employ or retain such person but shall not imply that contractual arrangements have been made for such employment or retention.

 

 

Payment of Charges shall be made in full within 30 days from date of Service Order or accepted Proposal if no Service Order, unless otherwise agreed in writing. Any discrepancies on Service Orders or Proposals must be advised to Ideal Mediums, in writing, within 10 days from the date of such Service Order or Proposal.  Should payment nor be made within 30 days, Ideal Mediums reserves the right to charge the Client interest at a rate of 1％ per month above the base rate set by National Bank of Dubai/ Emirates Bank.  Expenses as set out in the Service Order shall be reimbursed to Ideal Mediums by the Client at cost.  Where traveling expenses paid or payable by Ideal Mediums are to be reimbursed by the Client they shall be charged at cost. The stard rate for mileage is the prevailing rate quoted by the Government of the Emirate of Dubai for the type of vehicle used.  Where any expense to be reimbursed by the Client is paid by Ideal Mediums in a currency other than UAE Dirhams it shall (unless otherwise stated in a Proposal) be reimbursed in UAE Dirhams calculated at the official rate of exchange prevailing at the date when the expenses were paid for any charges for exchange of currency shall be borne by the Client.

 

 

The Client shall respect the Intellectual Property Rights.  The Client shall use the Ideal Mediums logo in the form stipulated by Ideal Mediums from time to time shall observe any reasonable directions given by Ideal Mediums as to colours size of the representations of the Ideal Mediums logo their manner disposition on the Client ’s products, packaging, labels, wrappers any accompanying leaflets, brochures or other material. The Client shall be responsible for ensuring that all other requirements relating to labeling, packaging, advertising, marketing other such matters are complied with. The use of the Ideal Mediums logo by the Client shall at all times be in keeping with seek to maintain its distinctiveness reputation as determined by Ideal Mediums, the Client shall cease any use to the contrary as Ideal Mediums may require.

 

(i) The Client shall not use any mark or name confusingly similar to the Ideal Mediums logo in respect of any of its goods or use the Ideal Mediums logo as part of any corporate business or trading name or style.

 

(ii) The Client shall as soon as it becomes aware thereof give Ideal Mediums in writing full particulars of any use or proposed use by any other person, firm or company of a trade name, logo or get up of goods or mode of promotion or advertising which amounts or might amount either to infringement of Ideal Mediums ’ rights in relation to the Intellectual Property Rights or to passing off.

 

(iii) If the Client becomes aware that any other person, firm or company alleges that the Ideal Mediums logo is invalid or that use of the Ideal Mediums logo infringes any rights of another party or that the Ideal Mediums logo is otherwise attacked or attackable the Client shall immediately give Ideal Mediums full particulars in writing thereof shall make no comment or admission to any third party in respect thereof.

 

(iv) All obligations as to Intellectual Property Rights shall remain in full force effect notwithsting any termination of the Agreement however caused.

 

 

(i) All surveys, forecasts recommendations in any Proposal or Ideal Mediums report or letter are made in good faith on the basis of the information before Ideal Mediums at the time. No statement in any Proposal, report or letter is to be deemed to be in any circumstances a representation, undertaking, warranty or contractual condition.

 

(ii) Where work carried out by Ideal Mediums is defective for any reason, including negligence, Ideal Mediums’ liability (if any) shall be limited to rectifying such defect.

 

(iii) Ideal Mediums shall not be liable to the Client for any indirect or consequential loss or damage. The total liability of Ideal Mediums to the Client shall not exceed the value of the Agreement. This amount includes any all claims combined, including any costs lawyers’ fees awarded.

 

(iv) Ideal Mediums will endeavour to ensure accuracy in the preparation of copy. However, some errors may occur therefore, all proofs must be checked very carefully before the Client passes for print. Any liability for overlooked corrections will remain the Client ’s responsibility all subsequent expenses will be invoiced accordingly.

 

(v) No liability is accepted by Ideal Mediums for any loss or damage to Client ’s transparencies, artworks, digital media or files or any other property, however arising, other than from the gross negligence of Ideal Mediums.

 

(vi) Ideal Mediums intends to employ the methods, procedures, techniques, personnel sources of information set out in the Proposal, but reserves the right to vary these as necessary or desirable in order to achieve the aims of the project will not be liable for such variation.

 

 

The risk in the Goods /or Services passes to the Client upon delivery the Client shall insure the Goods /or Services from such time against fire, water damage, theft other usual risks at the full invoice price thereof to the Client, but legal beneficial ownership shall remain with Ideal Mediums until full payment has been received.

 

 

(i) The Client shall keep in strict confidence all technical or commercial know-how, specifications, inventions, trade secrets, processes or initiatives which are of a confidential nature have been disclosed to the Client by Ideal Mediums, its employees, affiliates or sub-contractors any other confidential information concerning Ideal Mediums ’ business or its products which the Client may obtain unless such information is public knowledge or already known to such party at the time of disclosure or subsequently becomes public knowledge other than by breach of this Agreement or subsequently comes lawfully into the possession of such party from a third party. The Client shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the Client ’s obligations to Ideal Mediums, shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Client.

 

(ii) The restrictions on a Client at condition 9(i) shall not apply in respect of any disclosure to: (a) their own employees which need to know the confidential information which are bound by similar confidentiality restrictions; or (b) to either parties ’ legal advisors, a court, governmental body or applicable regulatory body; or (c) organisations providing hosting communications services to either party where such disclosure is incidental to the services provided where those organisations are bound by similar confidentiality restrictions For the avoidance of doubt, neither Party shall disclose at any stage to any third party any confidential, business or future plans of the other Party, including but not limited to the commercial terms of the Agreement unless a public disclosure, press statement or similar release or any advertising, publicity or promotional document has been specifically agreed to by a duly authorised representative of Ideal Mediums.

 

(iii) This condition 9 shall survive termination of this Agreement, however arising.

 

 

(i) Either party may terminate this Agreement at any time on for reasons of breach or reasons beyond cure by issuing at least one month written notice to the other party stating reasons for termination. Either Party shall be entitled to terminate this Agreement immediately on giving written notice to the other if the other:

 

(a) Commits a breach of its obligations in this Agreement fails to cure that breach within fifteen (15) days after receiving written notice stating the nature of the breach the non-breaching Party ’s intent to terminate.

 

(b) By either Party, effective immediately, if the other Party should become the subject of any voluntary or involuntary bankruptcy, receivership, or other insolvency proceedings or make an assignment or other arrangement for the benefit of its creditors, or if such other Party should be nationalized or have any of its material assets expropriated.

 

(ii) If, after acceptance of a Proposal, the Client shall terminate or be in serious or (after warning) repeated breach of the Agreement or act in such a manner as to render the performance of the Agreement by Ideal Mediums wholly or substantially impossible, then Ideal Mediums’ obligations under the Agreement shall cease forthwith. In such a case the Client shall immediately pay to Ideal Mediums all Charges (including all the expenses of or caused by or arising out of such termination) then owing to Ideal Mediums under the Agreement together with a sum equal to the whole of the Charges thereafter remaining to be paid under the Agreement.

 

(iii) Upon termination for whatever reason, the Client shall pay all Charges honour all sales made by Ideal Mediums before the expiry or termination of the Agreement. Ideal Mediums shall not lose its right on commission (if such is part of the Agreement) on all the sales made before the expiry or termination of the Agreement, the payment for which may still be pending from Client’s customers.

 

 

Every effort will be made to carry out the Agreement but its due performance is subject to cancellation by Ideal Mediums or to such variation as it may find necessary as a result or inability to secure labour, materials or supplies or as a result of an Act Of God, War, Strike, Lockout or other labour dispute, Fire, Flood Drought, Legislation or other cause (whether of the foregoing class or not) beyond Ideal Mediums’ control.

 

 

All notices permitted or required hereunder shall be deemed received when given in writing delivered or given by h or by facsimile transmission:

 

(a) if to Ideal Mediums:

 

(b) if to Client, to the address, facsimile email information set out on the Proposal or Service Order, or as requested in writing by the Client.

 

 

This Agreement shall enure to the benefit of be binding upon the Parties their respective successors assignees. Each of the Parties agrees that, if an Agreement with a Client subsists,  it shall not sell, transfer, or assign all or substantially all of its shares or assets to any person or company unless such purchaser, transferee, or assignee shall have first entered into an agreement substantially in the form of this Agreement with the other Party hereto.

 

 

This Agreement any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, construed in accordance with, the law of the United Arab Emirates the Emirate of Dubai.  The Parties irrevocably agree that any dispute arising out of the formation, performance, interpretation, nullification, termination or invalidation of this Agreement or arising therefrom or related thereto in any manner whatsoever, shall be settled by arbitration in accordance with the provisions set forth under the Rules of Commercial Conciliation Arbitration (“the Rules”) of the Dubai Chamber of Commerce & Industry, by one arbitrator appointed in compliance with the Rules.  The Arbitration shall be in the English language shall be seated in Dubai.