Legal
Terms & Conditions of Engagement.
These terms, together with your signed proposal or portal registration, form the Agency Services Agreement between VEAN L.L.C-FZ (“VEAN”, “the Agency”) and the client named in the engagement (“the Client”).
1. Definitions
- “Agreement” means these terms together with any proposal, package description, statement of work or portal registration accepted by the Client.
- “Services” means the marketing, practice management, digital, social, intellectual property or other services described in the applicable proposal or package.
- “Fees” means the monthly or project fees set out in the proposal or package, exclusive of VAT and third-party costs unless stated otherwise.
- “Deliverables” means the materials created by the Agency specifically for the Client under this Agreement.
- “Confidential Information” means any non-public information disclosed by either party, including patient information, financial information, strategies and know-how.
2. Appointment & scope
- The Client appoints the Agency to provide the Services described in the accepted proposal or bespoke package. Each engagement is bespoke; the scope is only as set out in writing.
- Changes to scope must be agreed in writing (email or portal message suffices) and may carry an adjustment to Fees.
- The Agency may engage subcontractors but remains responsible for the Services as a whole.
3. Term & renewal
- Retainer engagements run for an initial term of three (3) months unless the proposal states otherwise, and thereafter renew automatically month to month.
- After the initial term, either party may terminate on thirty (30) days' written notice.
- Project engagements run until completion of the agreed Deliverables.
4. Fees, billing & payment
- Fees are invoiced monthly in advance unless otherwise agreed, in AED, via the client portal or by email.
- Invoices are payable within fourteen (14) days of the invoice date.
- Third-party costs (advertising media spend, print, hosting, licences, government and registration fees) are payable by the Client and are either billed directly to the Client or recharged at cost unless agreed otherwise.
- Overdue amounts may attract a late payment charge of 1% per month, and the Agency may suspend Services after seven (7) days' written notice of non-payment.
- Fees are reviewed at renewal. No mid-term increase applies without the Client's agreement.
5. Client obligations
- The Client will provide timely access to the information, approvals, systems and personnel reasonably required to deliver the Services.
- The Client warrants that materials it supplies do not infringe third-party rights and comply with applicable law and, where relevant, healthcare advertising regulation.
- Where the Agency handles patient-facing functions, the Client remains responsible for all clinical care, clinical decisions and regulatory licensing of its practice.
6. Confidentiality & data protection
- Each party will keep the other's Confidential Information confidential and use it only for the purposes of this Agreement, during the engagement and for five (5) years after.
- The Agency handles personal data — including patient contact data processed in the course of practice management — in accordance with UAE Federal Decree-Law No. 45 of 2021 (PDPL) and any applicable health data regulation, acting on the Client's documented instructions.
- Patient information is accessed only to the extent necessary to deliver the Services, by personnel bound by confidentiality obligations.
7. Intellectual property
- Upon payment in full, ownership of the final Deliverables passes to the Client.
- The Agency retains ownership of its pre-existing materials, tools, templates and know-how, and grants the Client a perpetual licence to use them as embedded in the Deliverables.
- Unless the Client opts out in writing, the Agency may reference the Client and non-confidential work in its portfolio and credentials.
8. Performance & no-guarantee
- The Agency will perform the Services with reasonable skill and care, to the standards of a professional agency.
- Marketing outcomes depend on factors outside the Agency's control; the Agency does not guarantee any particular volume of enquiries, patients, revenue, ranking or engagement.
9. Liability
- Nothing in this Agreement excludes liability that cannot be excluded by law.
- Subject to the above, the Agency's total aggregate liability under this Agreement is limited to the Fees paid by the Client in the three (3) months preceding the event giving rise to the claim.
- Neither party is liable for indirect or consequential loss, loss of profit, or loss of data, howsoever arising.
- The Agency is not liable for the acts of third-party platforms (advertising networks, social platforms, hosting providers) or for clinical matters, which remain the Client's sole responsibility.
10. Non-solicitation
During the engagement and for twelve (12) months after, neither party will solicit for employment the other party's staff who were materially involved in the engagement, without written consent.
11. Termination
- Either party may terminate immediately on written notice if the other commits a material breach not remedied within fourteen (14) days of notice, or becomes insolvent.
- On termination, the Client will pay for all Services performed and costs committed up to the effective date. Deliverables paid for in full will be released to the Client.
- Clauses relating to confidentiality, intellectual property, liability and payment survive termination.
12. General
- Neither party is liable for delay caused by events beyond its reasonable control.
- This Agreement is the entire agreement between the parties in relation to its subject matter and supersedes prior discussions.
- Neither party may assign this Agreement without the other's consent, not to be unreasonably withheld.
- Notices may be given by email to the addresses used in the engagement or via the client portal.
13. Governing law & jurisdiction
This Agreement is governed by the laws of the Emirate of Dubai and the applicable federal laws of the United Arab Emirates. The courts of Dubai have exclusive jurisdiction over any dispute arising out of or in connection with it.