Effective Date: 1 January 2026
Last Updated: 1 May 2026
Company: Miller and Reed FZE LLC
Registered at: 26th Floor, Amber Gem Tower, Sheikh Khalifa Street, Ajman, United Arab Emirates
Email: m@millerandreed.com
1. Definitions
In these Terms & Conditions (“Terms”), “Agency” refers to Miller & Reed, with offices at 26th Floor, Amber Gem Tower, Sheikh Khalifa Street, Ajman, United Arab Emirates. “Client” refers to the individual, company, or organisation engaging the Agency’s services. “Services” refers to all work performed by the Agency as described in any proposal, statement of work, or service agreement. “Deliverables” refers to any work product, content, designs, or materials produced by the Agency for the Client. “Agreement” refers to any signed contract, proposal, or statement of work between the Agency and Client that incorporates these Terms.
2. Scope of Services
The Agency shall perform only the services explicitly described in the applicable Agreement. Any requests for work outside the defined scope constitute additional services and will be quoted separately. No additional work shall commence until the Client provides written approval and, where applicable, payment for the additional scope.
The Agency reserves the right to subcontract portions of the work to qualified third parties, provided the Agency remains responsible for the quality and delivery of all Deliverables.
3. Proposals & Acceptance
All proposals and quotations issued by the Agency are valid for fourteen (14) days from the date of issue unless otherwise stated. Proposals are not binding until accepted in writing by the Client, at which point they form part of the Agreement and are subject to these Terms.
Verbal instructions or approvals are accepted at the Client’s own risk. The Agency recommends all communications regarding scope, approvals, and changes be made in writing.
4. Payment Terms
4.1 Unless otherwise stated in the Agreement, all fees are payable in advance or within fifteen (15) days of invoice date. For retainer engagements, payment for each period is due before services for that period commence.
4.2 All amounts are quoted in UAE Dirhams (AED) unless explicitly stated otherwise. Prices are exclusive of VAT unless specified.
4.3 Late payments shall incur a late fee of 1.5% per month (or the maximum permitted by law) on the outstanding balance, calculated from the due date until payment is received in full.
4.4 The Agency reserves the right to suspend all services — including live campaigns, scheduled content, and ongoing management — without notice if any invoice remains unpaid for more than seven (7) days past its due date. Services will resume only upon receipt of full payment including any accrued late fees.
4.5 The Client is responsible for all costs incurred by the Agency in the collection of overdue amounts, including legal fees, court costs, and collection agency charges.
4.6 Payments are non-refundable once services have commenced, except as explicitly provided in Section 7 (Termination).
5. Client Obligations
5.1 The Client shall provide all necessary materials, brand assets, account credentials, approvals, and information required for the Agency to perform the Services in a timely manner.
5.2 The Client shall designate a single authorised point of contact for all project communications and approvals.
5.3 Feedback and approvals on drafts or deliverables must be provided within three (3) business days of submission. Failure to respond within this period shall be deemed approval, and the Agency may proceed accordingly.
5.4 Delays caused by the Client — including late provision of materials, delayed feedback, or failure to provide access — shall not constitute a breach by the Agency and may result in adjusted timelines and, where applicable, additional charges.
5.5 The Client warrants that all materials, content, and information provided to the Agency are accurate, do not infringe any third-party rights, and are lawfully obtained.
6. Revisions & Approvals
6.1 Unless otherwise stated in the Agreement, each deliverable includes up to two (2) rounds of revisions. Additional revision rounds will be charged at the Agency’s prevailing hourly rate.
6.2 Revision requests must be provided in writing in a single consolidated brief per round. Piecemeal or contradictory feedback that requires rework beyond the included revision scope will be treated as an additional revision round.
6.3 Once a deliverable is approved in writing by the Client, any subsequent changes constitute new work and will be quoted and billed separately.
7. Termination
7.1 Either party may terminate an Agreement by providing thirty (30) days’ written notice to the other party.
7.2 In the event of early termination by the Client, the Agency shall be entitled to:
- Full payment for all work completed up to the date of termination;
- Reimbursement of any non-recoverable third-party costs committed on the Client’s behalf;
- An early termination fee equal to 25% of the remaining contract value, reflecting the Agency’s commitment of resources and scheduling.
7.3 In the event of termination by the Agency due to Client breach (including non-payment), the full contract value becomes immediately due and payable.
7.4 Upon termination, the Client shall pay all outstanding invoices within seven (7) days. The Agency shall deliver completed work upon receipt of full payment.
8. Intellectual Property
8.1 All Deliverables remain the exclusive property of the Agency until the Client has made full and final payment for the applicable services. Upon receipt of full payment, ownership of the final approved Deliverables transfers to the Client.
8.2 The Agency retains all rights to preliminary concepts, drafts, unused designs, and rejected work. These materials shall not be used by the Client without separate written agreement.
8.3 The Agency retains the perpetual, irrevocable right to display and reference all completed work in its portfolio, website, social media, case studies, award submissions, and promotional materials.
8.4 Any pre-existing intellectual property, proprietary tools, templates, frameworks, and methodologies owned by the Agency and utilised in the delivery of Services remain the sole property of the Agency.
8.5 The Client grants the Agency a licence to use the Client’s name, logo, and trademarks solely for the purpose of performing the Services and for portfolio/promotional use as described in 8.3.
9. Confidentiality
Both parties agree to maintain the confidentiality of all proprietary, strategic, and sensitive information exchanged during the engagement. This obligation survives termination of the Agreement for a period of twenty-four (24) months. Confidential information does not include information that is publicly available, independently developed, or required to be disclosed by law.
10. Limitation of Liability
10.1 The Agency’s total aggregate liability under any Agreement shall not exceed the total fees actually paid by the Client under that Agreement in the twelve (12) months preceding the claim.
10.2 The Agency shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of revenue, loss of profits, loss of business, loss of data, or damage to reputation, regardless of whether such damages were foreseeable.
10.3 The Agency is not responsible for the performance of third-party platforms, including but not limited to social media platforms, advertising networks, hosting providers, or payment processors. Changes to platform algorithms, policies, or availability are beyond the Agency’s control.
10.4 Results from marketing and advertising services (including but not limited to follower growth, engagement rates, website traffic, and sales conversions) are influenced by numerous factors outside the Agency’s control. The Agency does not guarantee specific performance outcomes unless explicitly stated in writing.
11. Indemnification
The Client shall indemnify, defend, and hold harmless the Agency, its directors, officers, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including legal fees) arising from: (a) the Client’s breach of these Terms; (b) materials, content, or information provided by the Client that infringe third-party rights; (c) the Client’s products, services, or business practices; or (d) any misrepresentation by the Client.
12. Force Majeure
Neither party shall be liable for failure or delay in performing obligations due to circumstances beyond reasonable control, including but not limited to natural disasters, pandemics, government actions, war, civil unrest, internet or utility outages, or platform service disruptions. The affected party shall notify the other party promptly and use reasonable efforts to mitigate the impact.
13. Non-Solicitation
During the term of any Agreement and for a period of twelve (12) months following its termination, neither party shall directly or indirectly solicit, recruit, or hire any employee, contractor, or agent of the other party without prior written consent.
14. Governing Law & Disputes
These Terms and all Agreements incorporating them shall be governed by and construed in accordance with the laws of the United Arab Emirates. Any dispute arising out of or in connection with these Terms shall first be resolved through good-faith negotiation. If the dispute cannot be resolved within thirty (30) days, it shall be submitted to the exclusive jurisdiction of the competent courts in Ajman, UAE.
15. General Provisions
15.1 Entire Agreement. These Terms, together with the applicable Agreement, constitute the entire understanding between the parties and supersede all prior negotiations, representations, or agreements.
15.2 Severability. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
15.3 Waiver. Failure by the Agency to enforce any right or provision shall not constitute a waiver of that right or provision.
15.4 Assignment. The Client may not assign or transfer any Agreement without the Agency’s prior written consent. The Agency may assign its rights and obligations to a successor entity.
15.5 Amendments. The Agency reserves the right to update these Terms at any time. The current version will be available at www.millerandreed.com/terms. Continued engagement following updates constitutes acceptance of the revised Terms.
15.6 Notices. All formal notices under these Terms shall be sent in writing to m@millerandreed.com or to the address specified in the applicable Agreement.
Contact
For any questions regarding these Terms and Conditions, please contact us at:
Miller and Reed FZE LLC
26th Floor, Amber Gem Tower
Sheikh Khalifa Street, Ajman
United Arab Emirates
Email: m@millerandreed.com
Tel: +971 58 513 6922
Website: www.millerandreed.com
