[DRAFT: have a lawyer review before publishing]
Terms of Service
Last updated: [PUBLICATION DATE]
These terms explain how Najmetric works with clients. They apply to every service we provide, together with your signed proposal or order form. If your proposal says something different from these terms, the proposal applies.
In these terms, "Najmetric", "we" and "us" means [LEGAL COMPANY NAME], registered in [COUNTRY OF REGISTRATION] under licence or registration number [NUMBER]. "You" means the business that signs up for our services.
1. Our services
We provide performance marketing services, which may include:
- planning, setting up and managing Meta (Facebook and Instagram) ad campaigns;
- planning, setting up and managing Google Ads campaigns;
- setting up conversion tracking, including the Meta Conversions API, server side tagging, Google Analytics 4 and offline or WhatsApp conversion tracking;
- producing ad creatives and ad copy; and
- weekly reporting and, on some plans, weekly calls.
The exact services, the number of new ad variants each month and your monthly fee are set out in your plan or proposal.
2. Your responsibilities
To let us do our work well, you agree to:
- give us the access we need to your ad accounts, Business Manager, website, analytics and any CRM, in a timely way;
- review and approve ads before they go live, usually within 2 working days of receiving them;
- pay Meta, Google and any other ad platform directly for your ad spend, using your own payment method;
- make sure the products, services, offers and claims in your ads are accurate and lawful, and that you hold the rights to any material you give us; and
- tell us promptly about changes that affect your campaigns, such as stock, prices, offers or opening hours.
Delays in access or approvals can delay our work. Where that happens, our monthly fee still applies.
3. Fees and payment
Our fees are paid monthly, in advance, before the start of each service month. Your first invoice is due before work begins. Fees exclude VAT and any other applicable taxes, which will be added where required. [CONFIRM VAT STATUS]
Your ad spend is not part of our fee. It is paid by you directly to the ad platforms. We do not hold, manage or mark up your ad spend.
4. Term and cancellation
Your first term is 3 months from the start date in your proposal. After the first term, your plan continues month to month until either of us cancels it by giving 30 days written notice. Email to hello@najmetric.com counts as written notice.
We may end the agreement immediately if you seriously breach these terms, for example by asking us to run ads that break the law or ad platform policies, or by not paying fees.
5. Late payment
If an invoice is more than 7 days overdue, we will pause work on your account until it is paid. Paused time still counts toward your term and is still charged. We will tell you before we pause anything, and we will not delete or change ownership of any of your accounts or assets.
6. No guarantee of specific results
We work hard to improve your results, and we report on them honestly every week. However, advertising results depend on many things we do not control, including your product, offer, prices, website, competition, seasonality, budget and the ad platforms themselves. We therefore do not guarantee any specific number of leads, sales, cost per lead, return on ad spend or other result.
7. Ad platform policies and account restrictions
Meta, Google and other platforms set their own advertising policies and can reject ads, limit delivery, or restrict or disable accounts at their own discretion. We follow their policies and will help you appeal decisions where possible, but these decisions are outside our control and we are not responsible for them or for any loss they cause.
8. Ownership
- You own your ad accounts, Business Manager, pixels, datasets, audiences, analytics properties and all data in them. We work through partner or user access that you can remove at any time.
- Once the relevant fees are paid, you own the final creatives and ad copy we produce for you. We may keep copies for our records.
- We keep ownership of our own methods, templates, tools and know how, and of any draft or unused concepts.
- With your written permission only, we may show your results or creatives as a case study.
9. Confidentiality
We each agree to keep the other's confidential information private, and to use it only to deliver or receive the services. This includes your sales data, customer data, prices and plans. This duty continues after the agreement ends. It does not apply to information that is already public, or that the law requires us to share.
10. Data protection
Where we process personal data on your behalf, for example customer data used for tracking or audiences, we do so only on your instructions and in line with applicable data protection law, including the UAE Personal Data Protection Law. You are responsible for having a lawful basis and the right notices and consents to share that data with us and with the ad platforms. Our Privacy Policy explains how we handle personal data for our own purposes.
11. Limitation of liability
To the extent the law allows:
- we are not liable for indirect or consequential losses, or for loss of profit, revenue, data or goodwill;
- we are not liable for ad spend, or for losses caused by ad platforms, their outages, policies or decisions; and
- our total liability to you in connection with our services is limited to the fees you paid us in the 3 months before the event that caused the claim.
Nothing in these terms limits liability that cannot be limited by law.
12. Changes to these terms
We may update these terms from time to time. We will tell active clients about material changes at least 30 days before they apply. The version in force when your service month starts applies to that month.
13. Governing law and disputes
These terms are governed by the laws of [CONFIRM JURISDICTION]. We will always try to settle any disagreement by talking first. If we cannot, disputes will be handled by the courts of [CONFIRM JURISDICTION].
14. Contact
Questions about these terms? Email us at hello@najmetric.com.