TERMS AND CONDITIONS
Published: October 2025
1. Definitions
Agreement(s): The agreement(s) between WDS and You, including any Statement of Work (“SOW”), Order, proposal, change order, email confirmation, and these General Terms and Conditions (“Terms”).
WDS: WorkDuShop FZ-LLC, incorporated in a UAE Free Zone.
Deliverables: All work product supplied or to be supplied by WDS (e.g., strategy, designs, content, tech packs, cost sheets, reports, dashboards, documents, media files).
Services: Agency services including creative direction, brand/product development, sourcing & manufacturing coordination, supplier management, internal accounting support, design and content services, and related advisory/operational support.
Order / SOW / Proposal: The written (or electronic) description of Services/Deliverables, timelines, and fees issued by WDS and accepted by You.
Website/Platforms: www.workdushop.com (and subdomains) and collaboration tools used by WDS (e.g., Notion, Miro, Shopify, Pipedrive, cloud storage).
You(r)/Client: The company or authorized individual purchasing Services from WDS.
2. General
2.1 These Terms form an integral part of each Agreement/Order and apply to all dealings between the Parties.
2.2 Your terms and conditions are excluded unless expressly accepted in writing by WDS.
2.3 Deviations apply only if explicitly agreed in writing and only for the relevant Agreement.
2.4 If any provision is invalid/unenforceable, the remainder remains in force and the Parties shall replace it with a valid provision closest in intent.
2.5 “In writing” includes electronic communications. WDS’s systems are proof of dispatch/receipt time.
2.6 Order of precedence: (i) the signed Agreement/SOW, (ii) these Terms, (iii) the Proposal/Order.
3. Scoping, Proposals & Orders
3.1 You shall provide complete/accurate information essential to scope the Services. WDS relies on your inputs, brand assets, budgets, product specs, and constraints.
3.2 Proposals are valid for 30 days unless stated otherwise. An Order/SOW accepted by You constitutes a binding commitment.
3.3 Obvious errors in a Proposal are not binding on WDS.
3.4 Services are on a best-efforts basis unless a specific result is expressly guaranteed in the SOW.
3.5 WDS may subcontract or engage third-party partners/suppliers.
4. Formation of the Agreement
4.1 An Agreement is concluded when You accept the Proposal/SOW/Order (including by e-signature or written/email confirmation) and WDS confirms or commences performance, subject to resource availability and absence of material mistakes.
4.2 WDS may cancel if conditions precedent (e.g., credit check, information accuracy, deposit receipt) are not met.
5. Fees, Expenses & Taxes
5.1 Fees are in AED, exclusive of UAE VAT (5%) and any applicable taxes, duties, bank charges, and third-party costs.
5.2 Out-of-pocket expenses (couriers, sampling/postage, travel approved by You, platform/app fees, marketplace charges, paid media spend, supplier deposits) are invoiced at cost plus 5–10% handling if WDS advances.
5.3 If scope changes, delays, rework, or additional rounds occur beyond the SOW, WDS may charge at the then-current hourly/day rates or issue a change order.
5.4 Currency fluctuations and third-party price changes affecting pass-through costs may be recharged.
6. Billing & Payment
6.1 Unless stated otherwise, 100% upfront for fixed-fee projects below AED 50,000; for larger projects: 50% deposit to start, 50% on first draft/deliverable or milestone as per SOW. Retainers are billed monthly in advance.
6.2 Invoices are due within 14 days of issue (or as per SOW). Late amounts accrue 1.5% per month (or the maximum lawful rate), plus reasonable collection and legal costs.
6.3 Payments must be made net of any set-off, withholding or bank charges.
6.4 Objections to invoices must be raised in writing within 7 days of date of invoice.
7. Scheduling, Access & Client Responsibilities
7.1 Timelines start after deposit, delivery of all required inputs, and access to necessary platforms.
7.2 You shall (i) designate a single decision-maker, (ii) give timely feedback/approvals, and (iii) ensure all materials supplied to WDS are authorized, correct, and rights-cleared.
7.3 Delays caused by You or third parties extend timelines and may incur additional fees.
8. Third-Party Vendors & Coordination
8.1 For manufacturing/sourcing, logistics, sampling, printing, paid media, or platform ops, vendors are independent of WDS. WDS can recommend/coordinate but is not liable for vendor pricing, quality, timelines, or warranties.
8.2 Any purchases from third parties are directly between You and the vendor unless WDS agrees in writing to procure on your behalf. If WDS advances amounts, You remain responsible for full reimbursement.
9. Delivery, Acceptance & Revisions
9.1 Deliverables are deemed accepted when (i) You sign-off, (ii) You start using them publicly/operationally, or (iii) 5 business days after delivery without written, specific feedback.
9.2 Unless otherwise stated, proposals include up to 2 rounds of revisions within the agreed scope. Additional rounds or scope changes are chargeable.
9.3 Source files are provided only where specified in the SOW. Editable environments (e.g., Notion/Miro) may be shared with role-based access.
10. Intellectual Property
10.1 Pre-existing IP of each Party remains that Party’s property.
10.2 Upon full payment, WDS grants You a non-exclusive, worldwide, perpetual license to use final Deliverables solely for the purposes stated in the SOW.
10.3 Strategy, methods, templates, frameworks, software, scripts, internal tools, and generic know-how used by WDS remain WDS background IP; WDS grants You a limited license to use such elements only as embedded within Deliverables.
10.4 You warrant that materials You supply (logos, images, fonts, product designs, brand assets) do not infringe third-party rights and You indemnify WDS for related claims.
10.5 Portfolio Rights: WDS may display non-confidential Deliverables (and your name/logo) in portfolios, creds, social media, and award entries. You may opt-out in writing for sensitive or embargoed projects.
11. Confidentiality & Data Protection
11.1 Each Party must keep the other’s Confidential Information secret and use it only to perform the Agreement. This survives termination.
11.2 WDS will process personal data in accordance with its Privacy Policy and applicable law. Data processing addenda can be executed where required.
12. Warranties & Disclaimers
12.1 WDS provides Services on a best-efforts basis. Except as expressly stated, Services and Deliverables are provided “as is” without warranties of merchantability, fitness for a particular purpose, non-infringement, or uninterrupted/ error-free operation.
12.2 Performance of campaigns, sales, supplier outcomes, or manufacturing tolerance/colour variance are not guaranteed.
13. Limitation of Liability
13.1 WDS is not liable for indirect or consequential damages (including loss of profit, revenue, goodwill, data, business interruption), third-party claims, or vendor failures.
13.2 To the maximum extent permitted by law, WDS’s aggregate liability arising out of or related to the Agreement is limited to the fees actually paid by You to WDS under the relevant SOW in the 3 months preceding the event giving rise to liability, capped at AED 30,000.
13.3 Nothing excludes liability for death/personal injury caused by negligence, fraud, or any liability that cannot be excluded under applicable law.
14. Indemnities
14.1 You shall indemnify, defend, and hold WDS harmless from claims, damages, costs (including reasonable legal fees) arising from: (i) materials or instructions You provide; (ii) your misuse of Deliverables; (iii) your breach of law or third-party rights.
14.2 If a third party claims a Deliverable (as delivered by WDS and used per SOW) infringes IP rights, WDS may (at its option): (a) modify the Deliverable, (b) procure a license, or (c) refund the fee for that Deliverable less reasonable use—this is your sole remedy.
15. Force Majeure
WDS shall not be liable for delay or failure due to events beyond its reasonable control, including but not limited to epidemic/pandemic, government restrictions, supply-chain disruption, strikes, utility failures, platform outages, acts of God, war, or vendor failures. If such event lasts over 60 days, either Party may terminate unperformed portions on written notice.
16. Term, Suspension & Termination
16.1 Each SOW states its term. Retainers auto-renew monthly unless notice is given 30 days prior to renewal.
16.2 WDS may suspend work for non-payment, material breach, or lack of required inputs/access.
16.3 Either Party may terminate for material breach not cured within 10 business days of written notice.
16.4 On termination: (i) all amounts due become immediately payable; (ii) WDS will deliver any in-progress work product that is paid for; (iii) licenses granted to You remain for paid Deliverables, subject to your compliance.
17. Non-Solicitation
During the term and 12 months thereafter, You will not directly solicit for employment or contract any WDS employee or key contractor who worked on your account, except with WDS’s written consent. General job ads are excluded.
18. Compliance & Permits
You are responsible for compliance with all applicable laws and for obtaining any permits, approvals, or product/regulatory markings related to your operations or products. WDS’s guidance is not legal advice.
19. Notices
Notices must be sent by email to the addresses specified in the SOW (with reasonable proof of transmission) or by courier to the registered addresses.
20. Governing Law & Dispute Resolution
These Terms and any Agreement are governed by the laws of the United Arab Emirates. The courts of Dubai, UAE (non-exclusive jurisdiction) shall have competence.
Optional arbitration clause (if preferred): Any dispute shall be finally settled by arbitration under the DIFC-LCIA Rules, seat DIFC, language English, before one arbitrator. (If you prefer arbitration, state this in the SOW; otherwise, Dubai Courts apply.)
21. Changes to Terms
WDS may amend these Terms from time to time. Material changes will be notified. If You object in writing within 14 days, the previous Terms continue for the then-current SOW; otherwise, the new Terms apply to future work.
SOW Essentials (attach per project)
- Scope & Deliverables
- Timeline & Milestones
- Access & Inputs Required
- Fees, Payment Schedule, VAT
- Revisions Included
- Third-Party/Vendor Responsibilities
- Acceptance Criteria
- Special IP/Confidentiality Terms (if any)
- Jurisdiction/Arbitration option (confirm one)