Legal

Terms & Conditions

These terms govern all offers and agreements with Ecomma FZCO. Please read carefully.

Article 1. Definitions

In these general terms and conditions the following terms, always indicated with a capital letter, are used in the following meaning.

Ecomma FZCO: the user of these general terms and conditions, located at Dubai Silicon Oasis, DDP, Building A2, Dubai, United Arab Emirates, registered in the Trade Register under Chamber of Commerce in the freezone Dubai with number 22368.
Client: any natural or legal person with whom Ecomma has concluded or intends to enter into an Agreement.
Parties: Ecomma FZCO and the Client jointly.
Agreement: any agreement between the Parties in the context of which Ecomma has committed itself towards the Client to provide Services.
Services: all services and activities to which Ecomma has committed itself to the Client in the context of the Agreement, including, but not limited to:
- brokering a sale of a business;
- M&A services;
- due diligence;
- the realization and delivery of a Website;
- online marketing;
- consulting & strategy.
Website: a website, webshop or comparable application manufactured or to be produced by or on behalf of Ecomma within the framework of the Agreement.
Written: communication in writing, communication by e-mail or any other form of communication that can be equated with this in view of the state of the art and the prevailing views in society.

Article 2. General Provisions

These general terms and conditions apply to every offer from Ecomma and every Agreement that has been concluded.
These general terms and conditions also apply to Agreements for the performance of which third parties are involved by Ecomma.
These general terms and conditions do not have to be handed over again after the first time they have been accepted by the Client, but are then deemed to have been tacitly accepted. This applies to all further (legal) acts between the Parties.
The applicability of any general terms and conditions of the Client, under whatever name, is expressly rejected.
The provisions of these general terms and conditions can only be deviated from explicitly and in Writing. If and insofar as the provisions of these general terms and conditions deviate from what the Parties have expressly agreed in Writing, what the Parties have expressly agreed in Writing will prevail. Amendments to these general terms and conditions agreed in writing only apply to the cases specified in that specific Agreement.
Annulment or nullity of one or more of the provisions of these general terms and conditions or the Agreement as such does not affect the validity of the other provisions. In such a case, the Parties are obliged to enter into mutual consultation in order to make a replacement arrangement with regard to the affected clause. In doing so, the purpose and intent of the original provision will be taken into account as much as possible.

Article 3. Offer and Conclusion of Agreements

Every offer from Ecomma (including its quotations) is without obligation, even if a term of acceptance is stated therein. Ecomma may revoke its offer without delay, or at least as soon as possible after its acceptance by the Client. Quotations from Ecomma are valid up to 30 days after sending the quotation.
The Client cannot derive any rights from an offer from Ecomma that contains an obvious error or mistake, as well as from an offer from Ecomma that is based on incorrect or incomplete information provided by the Client.
Without prejudice to the provisions of paragraph 1, each Agreement is concluded at the moment that the Client has accepted Ecomma' offer in the manner possibly designated by Ecomma. If the Client's acceptance deviates from Ecomma' offer, the Agreement will not be concluded in accordance with this deviating acceptance, unless Ecomma indicates otherwise.
If the Client enters into the Agreement (also) in the name of another natural or legal person, it declares that it is authorized to do so by entering into the Agreement. In addition to this (legal) person, the Client is jointly and severally liable for the fulfillment of all obligations arising from that Agreement.

Article 4. Third Parties

Ecomma is at all times authorized to leave the execution of the Agreement in whole or in part to third parties.
These general terms and conditions have also been stipulated for the benefit of third parties to whom Ecomma entrusts the execution of the Agreement in whole or in part. Therefore, insofar as the right to compliance with the stipulations by their nature or purport cannot be exclusively reserved for Ecomma, these third parties can invoke the provisions included in these general terms and conditions against the Client as if they themselves were a party to the Agreement.
It is possible that the third parties that may be involved by Ecomma in the execution of the Agreement, wish to limit their liability in this regard. Ecomma assumes, and if necessary hereby stipulates, that all Agreements concluded with it include the authority to accept such a limitation of liability also on behalf of the Client.

Article 5. Obligations of the Client in General

The Client is obliged to provide all information (including any documentation, texts, images and other content) that is reasonably relevant for the design and implementation of the Agreement, as soon as possible as for that design and/or performance of the Agreement is required to be provided to Ecomma in full and in any manner prescribed for that purpose by Ecomma. The Client guarantees the correctness of all information it provides to Ecomma.
If the Client has not provided Ecomma with information explicitly requested by Ecomma as referred to in paragraph 1 within 14 days after Ecomma has requested it, Ecomma will inform the Client, without prejudice to Ecomma' rights as referred to in paragraph 4, In Writing in default. Within a period of seven days, the Client must still provide the requested information, failing which Ecomma is entitled to dissolve the Agreement in accordance with the provisions of Article 13.
The Client must also always provide Ecomma with all to provide the cooperation required by the Agreement, including the granting of all powers and authorizations necessary for the proper execution of the Agreement. The Client takes all reasonable measures to optimize the execution of the Agreement.
If and insofar as the Client has not provided the content referred to in paragraph 1, or has not provided it in full within four weeks after the conclusion of the Agreement, Ecomma is entitled, in derogation of the provisions of paragraph 2, to charge an hourly rate of $100 (excl. VAT) to produce this content itself in order to be able to implement the Agreement in a timely manner.
If the Client does not cooperate in a timely manner with the execution of a sprint in the context of the production of a Website, Ecomma is entitled, without prejudice to the provisions of the previous paragraphs of this article, to charge the damage suffered as a result to the Client, including in particular the reserved time during which period Ecomma is hindered from being able to continue carrying out the sprint.
The Client will only communicate with Ecomma through the channels designated by Ecomma for that purpose. Communication through other channels is ignored.

Article 6. Terms

All execution and delivery terms to which Ecomma has committed itself to the Client are indicative, non-fatal terms. Ecomma may be partly dependent on the Client or third parties for the fulfillment of these terms. If the late fulfillment is the result of a circumstance not attributable to Ecomma, i.e. force majeure within the meaning of Article 14, the obligations of Ecomma will be suspended for the duration of the force majeure situation, without the Client claiming compensation or any other compensation. The provisions of the rest of Article 14 shall apply mutatis mutandis in such a case.
If the late performance is the result of a circumstance attributable to Ecomma, Ecomma will not be in default until after the Client has given Ecomma written notice of default, in which notice of default a reasonable term for compliance is stated, and Ecomma is still in default after the expiry of the latter period.
If Ecomma is dependent for the execution of the Agreement on data to be provided or otherwise efforts to be made by the Client, and this data is not supplied or these efforts are not made on time, Ecomma is entitled to suspend the execution or completion for the duration of the delay.
Default on the part of Ecomma as a result of a circumstance attributable to Ecomma, all this as referred to in paragraph 2, entitles the Client to dissolve that part of the Agreement to which the default relates, but never the right to additional compensation.

Article 7. Additional Work and Amendments to the Agreement

The Agreement only includes the performances that have been expressly agreed in Writing between the Parties. Without prejudice to the possibility of the Parties to make additional agreements, Ecomma is never obliged to perform services that go beyond the content or scope of what has been expressly agreed between the Parties. If the Parties agree that Ecomma will perform services that go beyond the content or scope of the Agreement (hereinafter: "additional work"), these performances will be charged on to the Client at an additional cost to be agreed between the Parties. If this additional price is not agreed upon, while the Client could reasonably expect that an additional price will apply for additional work, this additional work will be charged on the basis of the usual rates applied by Ecomma. Ecomma will at all times provide a statement of the costs of any additional work at the request of the Client.
Ecomma has the right, in the interest of the performance of the Services, to change the advertisements and keywords at its own discretion and without the prior consent of the Client.
If the Parties agree that the Agreement will be amended or supplemented, the time of completion of the implementation may be affected as a result. Ecomma will inform the Client of this.

Article 8. Websites and Other Creations: Implementation and Delivery

Without prejudice to what has been expressly agreed in this regard, a Website or other creation to be designed by Ecomma, such as a program, content or e-mail, is produced at Ecomma' own technical and creative insight.
Ecomma guarantees that a Website or other creation is suitable for use in accordance with the standards applicable at the time of delivery.
With regard to a Website or other creation, the Client is entitled to a maximum of two correction rounds free of charge. The Client's approval of a proposal or concept of the Website or other creation leads to the final Website or other creation. Changes to proposals or concepts at the request of the Client must be submitted to Ecomma within two weeks after delivery of the proposal or concept and will then be implemented for a maximum of two times without additional charge, provided that the agreements previously made between the Parties are not thereby abandoned. Changes that fall outside the scope of the above are carried out at an hourly rate of $100 (excl. VAT).

Article 9. Finance & Analysis Reports

Analysis reports are drawn up by Ecomma in accordance with project proposal, quotation or agreement.
If no reporting method is specified, reporting will be in English.
The amounts and/or numbers mentioned in Ecomma' analysis reports with regard to media use are purely indicative and no rights can be derived from these amounts and/or numbers. If these reported amounts and/or numbers with regard to media use deviate from the amount and/or numbers that are charged to the Client on an invoice by Ecomma, then the amounts and/or numbers stated on the invoice will apply as the actual amounts and/or numbers.

Article 10. Complaints

The Client is obliged to notify Ecomma orally of any complaint regarding the implementation of the Agreement by Ecomma immediately after discovery, or at least if it is reasonable to establish the shortcoming that it assumes, and subsequently to notify Ecomma In Writing within two working days, in the absence of which it will be deemed that Ecomma has fulfilled its obligations in this regard and the Client can no longer invoke any shortcoming of Ecomma in this regard.
Complaints about the amount of invoices must be submitted in Writing to Ecomma within seven days of the invoice date, failing which the Client's right to object in this regard will lapse.
If the Client does not complain in time, Ecomma will not be under any obligation from such a complaint from the Client.
Even if the Client complains in time, his obligation to pay in full and on time, as well as his obligation to further fulfill the Agreement, will continue to exist.

Article 11. Cancellation of the Agreement by the Client

If the Client proceeds to premature cancellation of the Agreement, Ecomma is entitled to claim compensation for the loss of profit as a result of the cancellation. This compensation concerns the amount to which Ecomma would have been entitled if the Agreement had been terminated in the regular manner.

Article 12. Agreements Concerning Online Marketing

An Agreement concerning online marketing is entered into for the expressly agreed term in Writing, failing which the Agreement will be deemed to have been entered into for an indefinite period of time.
An Agreement regarding online marketing is always tacitly renewed after the expiry of the possibly agreed fixed term for the originally agreed term, unless the Agreement has been terminated in time in accordance with the provisions of the following paragraph.
An Agreement regarding online marketing ends with Written cancellation. The Agreement ends with due observance of a notice period of one month, but not before the agreed fixed term has expired. Cancellation takes place at the end of the month.
If the cancellation of an Agreement regarding online marketing is not made in time, the Agreement will end on the next possible end date.
Ecomma is always entitled to change the agreed price of the online marketing. Ecomma will notify the Client of a price increase no later than two months before the price change takes effect. However, the price change will not take effect until the current fixed contract period has expired.
If the Client terminates the Agreement regarding online marketing that has been entered into for an indefinite period of time by giving notice within three months after its conclusion, the online marketing campaigns set up by Ecomma and the content produced by Ecomma, including texts, may not be used without the prior written consent of Ecomma, failing which Ecomma will be entitled to the compensation that would have been applicable if the Agreement had continued for at least three months.
The Client must always ensure timely payment to the relevant advertising platform or sufficient balance/budget to be able to continue the online marketing campaign. In the event that the advertising platform has blocked or suspended the online marketing campaign because of non-payment or insufficient balance/budget, the Client must still pay the outstanding balance or sufficient amount within 8 days after Ecomma has given the Client written notice of default, failing which Ecomma is entitled to dissolve the Agreement in accordance with the provisions of Article 13. Contrary to the foregoing, the Parties may make other arrangements within the aforementioned period of 8 days regarding the progress of the Agreement.

Article 13. Suspension and Termination

Ecomma is authorized, if the circumstances of the case reasonably justify it, to suspend the performance of the Agreement or to dissolve the Agreement in whole or in part with immediate effect, if and insofar as the Client fails to fulfill its obligations under the Agreement, does not fulfill its obligations on time or in full, or circumstances that have come to Ecomma' knowledge after the conclusion of the Agreement give good reason to fear that the Client will not fulfill its obligations. If the fulfillment of the obligations of the Client in respect of which it falls short or threatens to fall short, is not permanently impossible, the right to dissolve will only arise after the Client has been given notice of default in Writing by Ecomma, in which notice a reasonable term it is stated within which the Client can (still) fulfill its obligations and the fulfillment has still not occurred after the expiry of the latter term.
If the Client is in a state of bankruptcy, has applied for a (provisional) suspension of payments, the Natural Persons Debt Rescheduling Act has been declared applicable to it, any attachment has been placed on its goods or in cases in which the Client cannot otherwise freely dispose of its assets, Ecomma is entitled to dissolve the Agreement with immediate effect, unless the Client has already provided adequate security for the fulfillment of its payment obligations.
The Client shall never claim any form of compensation in connection with the right of suspension or termination exercised by Ecomma on the basis of this article.
The Client is obliged to compensate the damage suffered by Ecomma as a result of the suspension or dissolution of the Agreement.
If Ecomma dissolves the Agreement on the basis of this article, all claims against the Client are immediately due and payable.

Article 14. Force Majeure

Ecomma is not obliged to fulfill any obligation under the Agreement if and for as long as it is prevented from doing so by a circumstance that cannot be attributed to it by virtue of the law, a legal act or generally accepted standards. Force majeure, in addition to what is understood in this regard in legislation and jurisprudence, includes all external causes over which Ecomma has no influence and which make the (further) performance of the Agreement impossible or seriously impede, including illness of the actual contractor(s) and limitations in means of communication.
Insofar as the force majeure situation makes the fulfillment of the Agreement permanently impossible or continues or will continue for longer than three months, the Parties are entitled to dissolve the Agreement with immediate effect.
If Ecomma has already partially fulfilled its obligations at the start of the force majeure situation, or can only partially fulfill its obligations, it is entitled to separately invoice the already performed part or the executable part of the Agreement as if there were an independent Agreement.
Without prejudice to the application of the previous paragraph, damage as a result of force majeure is never eligible for compensation.

Article 15. Prices and Payments

Ecomma' offer states the most accurate possible statement of the price factors, including, without limitation, a fixed price, an hourly rate and a monthly fee and management fee in the case of online marketing. However, if the Parties have not expressly agreed on the price, the Services will be provided at the hourly rate usually charged by Ecomma at that time.
If a management fee has been agreed, this management fee is applicable to all types of online marketing campaigns that Ecomma carries out on behalf of the Client. The management fee is calculated at the end of the month and processed in the next invoice.
The price of the Services does not include the costs of paying third parties, including costs/budgets for online marketing campaigns; the Client is responsible for the payment of these external costs to the relevant third parties. Ecomma is not responsible and liable for the payment of these costs/budgets, nor is the blockage or suspension of the online marketing campaign as a result of non-payment by the Client or insufficient balance/budget.
Unless expressly stated otherwise, all amounts stated by Ecomma and owed by the Client are exclusive of VAT.
If price increases of cost-determining factors occur which Ecomma could not reasonably foresee and which Ecomma cannot reasonably exert influence on, Ecomma is entitled to pass on these price increases to the Client.
Unless the Parties have already expressly agreed otherwise in Writing, Ecomma is entitled to claim partial or full advance payment in the event of a fixed price. In the event of an Agreement regarding online marketing, Ecomma will invoice the Client monthly prior to the relevant month.
Ecomma is not obliged to (further) implement the Agreement for as long as the Client is in default with the fulfillment of any payment obligation incumbent on it and already due and payable to Ecomma.
Payments must be made in the manner designated by Ecomma and within 8 days of the invoice date.
If the Client is in a state of bankruptcy, has applied for a (provisional) suspension of payments, the Natural Persons Debt Rescheduling Act has been declared applicable to it, any attachment has been placed on its goods or in cases in which the Client cannot otherwise freely dispose of its assets, the claims of Ecomma against the Client are immediately due and payable.
Ecomma is entitled to make the invoices to the Client available to him exclusively by email.
The Client is always obliged to pay without invoking suspension or set-off.
If timely payment is not made, the Client's default will take effect by operation of law. From the day this default occurs, the Client owes interest of 4% per month on the outstanding amount, whereby part of a month is regarded as a full month.
All reasonable costs, both judicial, extrajudicial and execution costs, incurred to obtain amounts owed by the Client, are for the account of the Client. In addition, Ecomma is entitled to additional compensation of $295 (excl. VAT) if the Client's default lasts longer than six weeks.

Article 16. Liability and Indemnity

The Client is responsible for its own facilities and equipment and the consequences that arise therefrom.
Ecomma is not responsible and cannot be held liable for downtime of a Website or disqualification by a search engine of a website of the Client in respect of which online marketing services are performed, nor for the amount of the costs as referred to in Article 15.3.
Ecomma is not liable for damage caused by and/or related to:
- inaccuracies or incompleteness in the data provided by the Client;
- any other shortcoming in the fulfillment of the Client's obligations arising from the law or the Agreement;
- any other circumstance that cannot be attributed to Ecomma.
Ecomma provides the Services to the best of its knowledge and ability and in accordance with the requirements that may reasonably be imposed on a competent colleague. However, unless the nature and/or purport of the obligation dictates otherwise, Ecomma only commits itself to a best-efforts obligation. For example, Ecomma cannot guarantee that Services related to online marketing will lead to the sales results that the Client had in mind when entering into the Agreement. Ecomma does not accept any liability in the context of a best-efforts obligation for the failure to achieve or, in the opinion of the Client, insufficient results in connection with the provision of the Services by Ecomma.
The Client is aware that Ecomma cannot reasonably provide full protection for the Websites delivered in this regard against the security risks associated with a connection to the internet and that these risks are greater in the event of a permanent connection to the internet. If the Client wishes to reduce or exclude these risks, the Client must set up a proper firewall and virus protection at its own expense and risk, unless it has been expressly agreed that the Services of Ecomma also provide for this.
Ecomma is not liable for damage caused by errors, misconfiguration and the failure of a delivered Website because certain scripts, codes or plug-ins no longer work with outdated versions of script languages or plug-ins from third parties that can no longer be updated or otherwise cause problems.
Barring intent and willful recklessness on the part of Ecomma, Ecomma is never liable for damage as a result of loss, confusion or damage to data and other data of the Client.
Ecomma is not liable for violation of (intellectual property) rights of the Client by third parties.
Ecomma is never liable for damage as a result of infringements by third parties on a Website delivered by Ecomma, whether or not as a result of insufficient security, except for intent and willful recklessness on its part.
Ecomma is never liable for indirect damage, including loss suffered, lost profit and damage as a result of business interruption. Without prejudice to the provisions of the rest of these general terms and conditions and in particular the provisions of paragraph 12, Ecomma can only be held liable towards the Client for direct damage suffered by the Client as a result of an attributable failure on the part of Ecomma in the fulfillment of its obligations under the Agreement.
If Ecomma is liable for any damage, Ecomma has the right at all times to repair this damage. The Client must give Ecomma the opportunity to do so, failing which any liability of Ecomma in this regard will lapse.
Subject to intent and willful recklessness on the part of Ecomma, the liability of Ecomma is limited to a maximum of the invoice value of the Agreement, at least to that part of the Agreement to which Ecomma' liability relates, with the understanding that Ecomma' liability will never exceed the amount actually paid out under Ecomma's liability insurance, increased by any deductible applicable under that insurance.
The limitation period for all legal claims against Ecomma is 12 months after the claim has arisen, with the understanding that any right to compensation is regarded as having lapsed if 18 months have elapsed since termination of the Agreement and the Client has not submitted the claim in question in writing to Ecomma within that period.
If the Client provides Ecomma with goods, such as data files, images, texts, etc., for the performance of the Agreement that are protected under the Copyright Act or any other intellectual property right, the Client guarantees that no intellectual property rights of third parties are infringed and he indemnifies Ecomma in and out of court against all consequences arising from the use, duplication or reproduction thereof.
The Client indemnifies Ecomma against any claims and claims from third parties for damage the cause of which is attributable to others than Ecomma. If Ecomma should be held liable for this by third parties, the Client is obliged to assist Ecomma both in and out of court and to immediately do everything that can reasonably be expected of it in that case.

Article 17. Intellectual Property

All designs and documents provided by Ecomma for the Client, of whatever nature, are exclusively intended to be used by the Client. The Client is not permitted to publish and/or reproduce these goods in any form whatsoever, including selling, processing, making available, distributing and integrating into networks, whether or not after processing, unless this is done with the prior Written consent of Ecomma or such right arises from the nature or purpose of the Agreement.
Ecomma reserves the right to use the knowledge gathered for the performance of the Services for other purposes, insofar as no confidential information of the Client is disclosed to third parties.

Article 18. Exclusivity and Non-Competition

The Client grants Ecomma the exclusive right to provide the Services for the duration of the Agreement, to the exclusion of third parties. Under no circumstances is the Client permitted, during the term of the Agreement, to grant third parties access to the Client's online marketing accounts to which Ecomma' online marketing services relate, such as those of Facebook, Google, Pinterest, LinkedIn, Snapchat, Klaviyo and Mailchimp in connection with Ecomma' secret corporate strategy.
During the term of the Agreement and for a period of one year after its termination, the Client is not permitted to directly or indirectly employ an employee of Ecomma, or to enter into a contractual relationship with an employee of Ecomma, unless Ecomma has given its prior written approval.
For each infringement of the provisions of paragraph 1 or paragraph 2, the Client forfeits an immediately due and payable fine of $50,000 per violation or $1,000 per day for each day that the infringement continues, such at the discretion of Ecomma and without prejudice to the right from Ecomma to claim full damages.

Article 19. Confidentiality

The parties are obliged to maintain the confidentiality of all confidential information that they have obtained from each other or from another source in the context of the agreement.
Ecomma reserves the right to use the Client's name as a reference and to make it public as such.

Article 20. Final Provisions

The Client is not entitled to transfer its rights and obligations under the Agreement to a third party without the prior Written permission of Ecomma.
Only UAE law applies to every Agreement and all legal relationships arising from it between the Parties.
Before any appeal to the courts, the Parties are obliged to make every effort to settle the dispute in mutual consultation.
Only the competent court within the district where Ecomma is established is designated to hear any legal disputes between the Parties.