The Website Development Agreement
The Website Development Agreement (“Agreement”, and/or “Terms and Conditions”) is made by and between Masaar and you and you and your heirs, agents, successors and assigns (collectively, “Customer” and/or “Customers”), and is made effective as of the date of acceptance. This agreement sets forth the terms and conditions that applies for any form of development of a website by Masaar for the Customer (“Website Development Services”) as per the Customer request.
Your acceptance of this Agreement signifies that you have read, understand, acknowledge, and agree to be bound by these terms and conditions along with all other applicable Masaar agreements which are incorporated herein by reference.
The terms “we”, “us”, or “our” shall refer to Masaar. The terms “you”, “your”, “user”, or “customer” shall refer to any individual or entity who accepts this Agreement. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.
Masaar reserves the right, in its sole and absolute discretion, to change or modify this Agreement, and any policies or agreements which are incorporated herein, at any time and without notice. Any such changes or modification shall be effective immediately upon posting to this website (“Website“). If you do not agree to be bound by this Agreement as last revised as indicated by the “Last Revised” date located at the bottom of this Agreement, do not use or continue to use the Services or the Website. Masaar may occasionally notify you of changes or modifications to this Agreement or the Visual Identity Services by email so it is very important that you keep your account information current and up to date. Masaar is not responsible and assumes no liability for your failure to receive an email notification if such failure results from inaccurate or out-dated account information.
1. Description of the Website Development Services
Masaar Website Development Services provide personal and commercial website development services, including but not limited to; (a) Webstores and e-commerce websites; (b) Forums and web communities; (c) Blogs and news websites; (d) Company and personal introductory websites; (e) Custom web gateway and web applications;
As per this Agreement, Masaar will set up an internal project (“Project”) to maintain a process to deliver the request Website Development Services by the Customer (“Final Work”).
2. The Quotation
The agreed upon quotation, attached to this Agreement and filed by Masaar under reference [Ref.No.] (“Quotation”) is of significant importance to this Agreement. The Quotations state the following;
(a) The Project details (“Details”);
(b) The fees of the purchased Website Development Services (“Fees”);
(c) The down payment of the Website Development Services (“Down Payment”);
(d) Maximum number of different concepts Masaar will provide the Customer (“Maximum Number of Concepts”);
(e) The guaranteed amount to be paid out of the Fees if the Customer terminates the Agreement due to dissatisfaction with the Website Development Services (“Guaranteed Amount”);
(f) The duration of the period to agree on the Project concept (“Concept Duration”);
(g) The duration of the working on the Website Development Services (“Duration”);
(h) The installments of the payments (“Installments”);
3. Standards of the Website Development Services
The Quotation shall clearly state all the required points to keep the Agreement valid. Unless mentioned otherwise in the Quotation or in the absence of those terms in the Quotation, (a) The Down Payment of the Website Development Services must be 50% of the Fees; (b) The Maximum Number of Concepts is 3 (c) The Guaranteed Amount would be the unpaid amount of the Fees; (d) Remaining Installments would be two payments, each 25% of the Fees, one at the agreement on the draft version of the Final Work, and another upon delivery of the of the Final Work to the Customer.
4. Dismissed Concepts and Sketches
The concepts and the sketches that the Customer rejects as part of the Agreement guidelines (“Dismissed Concepts”) are sole properties of Masaar, and the Customer is not granted the right to (a) Save the Dismissed Concepts in any format, digitally or physically; (b) Post, repost and/or publish the Dismissed Concepts for any reason digitally or physically; (c) Use the Dismissed Concepts as a base of any other work related or not related to this Agreement with Masaar or with any other 3rd party;
Any usage of the Dismissed Concepts not in line with this Agreement even after its termination would be considered a legal offense and a crime, where Masaar will take legal actions, including but not limited to:
(a) Request of an official apology letter and/or publishing it as a media press release;
(b) Financial settlement for the illegal usage of the Dismissed Concepts;
(c) Request for the removal of any form of the illegal usage of the Dismissed Concepts;
Masaar reserves the right, in its sole and absolute discretion, to use and/or reuse the Dismissed Concepts with the Customer or with any 3rd party. and any licensing of the usage of the Dismissed Concepts to the Customer or any 3rd party doesn’t fall under this Agreement.
5. Concepts and Sketches
Masaar might approach a potential customer with concepts and/or sketches (“Concepts”) in order to get a potential customer aware of the quality of the works at Masaar as part of its marketing strategy. Such Concepts remain solely a property of Masaar, and cannot be used by any party for any reason unless a written permission from Masaar is obtained states allowing a specific party to use the Concepts.
If any party showed the interest in any of the Concepts in its then current form, the party can enter into a new Website Development Agreement with Masaar to work on a project which delivers a specific concept into the form of a Final Work.
6. The Customer Content
Upon the agreement of the Customer on the concept at its beta version, the Customer is required to provide Masaar with all the required content required to continue working on the Project (“Content”).
All the Content provided to Masaar at anytime during working on the Project will always be in ownership of the Customer, and Masaar will hold no right to using it for any other reason but to work on the Project. Any delay in providing Masaar with the Content will result in further unbilled delay in the Project. If such a delay exceeds a week, Masaar reserves its right in the termination of the Agreement on the basis of the Customer’s lack of of cooperation with Masaar to work on the Project. A termination of the Agreement also entitles Masaar to the paid amount as compensation for the Concepts and the unfinished Website Development Services.
7. The Ownership of the Final Work Materials
All the materials that are provided to the Customer as part of the Final Work that are not part of the Content (“Materials”) are sole properties and a copyrighted materials of Masaar. The Customer is only granted a limited usage license in which the Customer is only allowed to make use of output of the Materials. The Customer has no right to access, modify, distribute, redistribute, publish, and/or grant unprivileged access to any 3rd party for any reason. Any such act is a legal offense and a crime, where Masaar will take legal actions, including but not limited to:
(a) Request of an official apology letter and/or publishing it as a media press release;
(b) Financial settlement for the offensive acts of the Customer;
(c) Removal of the Materials from any host and withdrawal of all related materials provided to the Customer by Masaar.
8. The Materials Copyright Notice
Masaar will add a copyright notice to every webpage Masaar will produce as part of the Final Work (“Copyright Notice”). The Copyright Notice is a legal right enforced by this Agreement and the Customer cannot remove it or modify it by himself or by assigning any 3rd party to do so. Any violation of this term would be considered a legal offense and a crime. Masaar reserves the right to apply the terms of violation of the ownership terms of the Materials in such cases. The Customer may request Masaar to remove the Copyright Notice at the time of signing the Agreement (“Removal of the Copyright Notice Request”), which will result in additional payment of 25% of the Fees to fulfil this request at the time of making the payment of the Down Payment. Failing to make the payment of the Removal of the Copyright Notice Request will result in termination of the Agreement on the basis of inconsistent payments and the terms related to it will be applied.
9. Modification of the Final Work by a 3rd Party
Permission must be obtained from Masaar before allowing any 3rd party to modify the work that is the result of the Agreement. Any violation by the Customer to this term by anytime in the future even after the completion of this Agreement would result in legal actions against the Customer and/or any 3rd party who indulged into the violation.
10. Reselling and/or Redistribution of the Final Work
Masaar reserves the right, in its sole and absolute discretion, to the ownership of all the materials that are provided to the Customer as part of the Final Work excluding the Content. Any form of selling, reselling and/or redistribute of the Final Work, without a written consent by Masaar is completely prohibited and considered a legal offense and a crime. Masaar reserves the right to take legal actions as per the seventh term.
11. Managing the Final Work
After delivering of the Final Work to the Customer, Masaar offers the Customer or one of the assignees a single-session training for how to use the Final Work. This Agreement does not enforce Masaar to manage the Final Work provided to the Customer. Any such requests by the Customer shall be fulfilled under The Service Management Agreement.
12. Changes After Signing this Agreement
Masaar reserves the right to reject any change to any of the terms of this Agreement or the Quotation the Customer requests. As courtesy, Masaar may agree on such changes by issuing a separate quotation (“Changes Quotation”) that includes the details of the changes requested by the Customer (“Changes”). The Changes Quotation has to state a duration for the work on the Changes (“Changes Duration”), and the fees Masaar is going is to charge the Customer (“Changes Fees”) for the Changes. The Changes Duration will be added to the Duration. the Changes Fees are to be billed to the Customer on spot, and not to be added to the Fees. The Customer will be given a 48-hour window period to make the payment of the Changes Fees. Any delay in the payment of the Changes Fees will lead to the termination of this Agreement. Masaar is then to follow the terms of termination of the Agreement due to late payment by the Customer.
After the Customer makes the Down Payment as per the Agreement, Masaar will inform the Customer about the beginning of working on the Project. Payments must be made as working on the Project towards completion or as per the Installments schedule. Delaying the scheduled Installments would result in additional monetary penalties of up to 10% of the Fees and/or placing the Project on hold. Masaar reserves the right to terminate the Agreement on the basis of inconsistent Installments. A termination of the Agreement also entitles Masaar to the paid amount as compensation for the Concepts.
After the Agreement has been signed, the Customer has to pay any expenses that might occur in relation to the Design Services, including but not limited to; (a) Travelling expenses; (b) Meeting[s] expenses; (c) Calls and communications expenses; (d) Delivery and courier expenses; (“Expenses”).
The Customer is legally bound to pay for the Expenses incurred to Masaar upon completion of the Design Services. Refusing to do so would result in termination of the Agreement. A termination of the Agreement also entitles Masaar to the paid amount as compensation for the Concepts, the unfinished Design Services, and the Final Work.
15. Expiration of the Concept Duration, and/or Reaching the Maximum Number of Concepts
In the event of expiration of the Concept Duration, Masaar reserves the right to terminate the Agreement, as the expiration of the Concept Duration sets the expiration of the Agreement. As coursey, Masaar may continue working on the Project till reaching the Maximum Number of Concepts.
When the Customer rejects the concept that marks the Maximum Number of Concepts, the Agreement would be terminated due to the dissatisfaction of the Customer. Masaar reserves the right to withhold the paid amount by the Customer as compensation for the work on the Design Services.
16. 3rd Party Software and Materials
You acknowledge that Masaar provides Website Development Services under this Agreement that may be provided by 3rd parties or by the means of software of 3rd parties unrelated to Masaar (“3rd Party Services“) and/or using materials provided by 3rd parties (“3rd Party Materials”). Masaar is not responsible for the performance, completeness, correctness, or failure of 3rd Party Services and/or 3rd Party Materials. Additionally, you agree to abide by the terms and conditions required by the 3rd parties for the use of the 3rd Party Services and/or 3rd Party Materials.
You agree to release, defend, indemnify and hold harmless Masaar, its parent companies, subsidiaries, affiliates, shareholders, agents, directors, officers, and employees from and against any and all claims, demands, liabilities, losses, damages or costs, including reasonable attorney’s fees, arising out of or related in any way to this Agreement, the Services provided hereunder by Masaar, the Website or your account manager, your Account with Masaar, your use of the Services, and/or disputes arising in connection with the Services.
If we are sued or threatened with legal action in connection with Design Services provided to you under this Agreement, you agree to release, defend, indemnify and hold harmless Masaar and under such circumstances, you agree that you will, upon demand, obtain a performance bond with a reputable bonding company or, if you are unable to obtain a performance bond, that you will deposit money with us to pay for our reasonably anticipated expenses in relation to the matter. Such deposit will be held in trust with a licensed attorney and will be drawn down as expenses are incurred, with all account notices sent to the primary contact information provided in your Account. We shall not be obliged to extend you any credit in relation to such expenses and we may terminate the Design Services for a failure to deposit such funds. We will return any unused deposit upon the later of one year from deposit or the legal conclusion of the matter.
18. Warranty Disclaimer
MASAAR, ITS SUBSIDIARIES, AFFILIATES, SHAREHOLDERS, AGENTS, DIRECTORS, OFFICERS, AND EMPLOYEES EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND IN CONNECTION WITH THIS AGREEMENT, THE DESIGN SERVICES PROVIDED HEREUNDER, THE WEBSITE OR ANY WEB SITES LINKED TO THE WEBSITE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, EXCEPT FOR OUR STATEMENT REGARDING OUR ACCREDITATION AS ICANN-APPROVED DOMAIN NAME REGISTRAR. ALL SERVICES, AS WELL AS THE WEBSITE, ARE PROVIDED “AS IS”. YOUR SUBSCRIPTION TO, AND USE OF, MASAAR SERVICES AND ITS WEBSITE ARE ENTIRELY AT YOUR RISK. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY MASAAR, ITS SUBSIDIARIES, AFFILIATES, SHAREHOLDERS, AGENTS, DIRECTORS, OFFICERS, AND EMPLOYEES CONSTITUTE LEGAL, FINANCIAL, OR TAX ADVICE AND YOU SHOULD NOT RELY ON ANY SUCH INFORMATION OR ADVICE AS SUCH. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, IN WHICH EVENT THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU.
19. Limitations of Liability
YOU AGREE THAT MASAAR WILL NOT BE LIABLE FOR ANY (1) SUSPENSION OR LOSS OF THE SERVICES (2) USE OF THE SERVICES, (3) INTERRUPTION OF THE SERVICES OR INTERRUPTION OF YOUR BUSINESS, (4) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO OUR WEBSITE OR SERVICES OR DELAYS OR ACCESS INTERRUPTIONS YOU EXPERIENCE IN RELATION TO THE SERVICES; (5) LOSS OR LIABILITY RESULTING FROM ACTS OF OR EVENTS BEYOND OUR CONTROL (6) DATA NON-DELIVERY, MIS-DELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; (7) OR LOSS OR LIABILITY RESULTING FROM THE UNAUTHORIZED USE OR MISUSE OF YOUR ACCOUNT IDENTIFIER OR PASSWORD. YOU ALSO AGREE THAT MASAAR WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OUR MAXIMUM AGGREGATE LIABILITY EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE USE OF THE SERVICES, BUT IN NO EVENT GREATER THAN THE AMOUNT FOR THE PRIOR 3 MONTHS OF SERVICES PAID FOR UNDER THIS AGREEMENT. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES, LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
You may not assign any of your rights or privileges, or delegate any of your duties or obligations hereunder, in whole or in part, by operation of law or otherwise, to any third party without the prior written consent of Masaar. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.
Masaar reserves the right, in its sole and absolute discretion, to change or modify this Agreement, and any policies or agreements which are incorporated herein, at any time and without notice. Any such changes or modification shall be effective immediately upon posting to the Website. If you do not agree to be bound by this Agreement as last revised as indicated by the “Last Revised” date located at the bottom of this Agreement, do not use or continue to use the Services. You agree that your exclusive remedy is to transfer your Services to another registrar or request us to terminate your Services under this Agreement. Masaar may occasionally notify you of changes or modifications to this Agreement or the Services by email so it is very important that you keep your account information current and up to date. Masaar is not responsible and assumes no liability for your failure to receive an email notification if such failure results from inaccurate or out-dated account information.
This Agreement constitutes the entire agreement between the parties concerning the subject matter herein and supersedes all prior understandings and agreements between the parties, whether written or oral, regarding the subject matter herein. Any of the provisions of this Agreement which are determined to be invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability in such jurisdiction, without rendering invalid or unenforceable the remaining provisions hereof or affecting the validity or unenforceability of any of the terms of this Agreement in any other jurisdiction. A waiver by either party of a breach or violation of any provision of this Agreement will not constitute or be construed as a waiver of any subsequent breach or violation of that provision or as a waiver of any breach or violation of any other provision of this Agreement. The headings contained in this Agreement are for convenience only and shall not affect meaning or interpretation of this Agreement.
21. Contact Information
If you have any questions or concerns about anything found in this Agreement or other agreements with Masaar, please contact us by regular mail, courier, or email to the following address:
Falaj Al Mualla, Umm Al Qaiwayn,
United Arab Emirates,
Technical Support/Customer Service:
Falaj Al Mualla, Umm Al Qaiwayn,
United Arab Emirates,
22. Governing Law
This Agreement and its subject matter shall be governed in accordance with the laws of, including, but not limited to:
(a) UAE Federal Legislations;
(b) Abu Dhabi Courts Legislations;
(c) Dubai Courts Legislations;
without regard to conflict of laws and principles contained therein with the exception of disputes related to the Domain Name Registration Agreement which fall under UDRP,URS, or similar dispute resolution process as defined by various Registry policies incorporated or made reference to herein. All other services provided are subjected to the local and federal copyright and intellectual property laws and principles of United Arab Emirates.