Please read these Terms and Conditions carefully before executing or accepting any Quotation (defined below) or paying any instalment or amount against any Invoice (defined below). Please note that these Terms and Conditions apply to all Scopes of Work (defined below). If you do not agree to any of the terms contained therein, please do not execute or accept any Quotation, and please do not pay any instalment or amount against any Invoice.

If there is anything you are not sure about, please feel free to get in touch with us. You can reach us at contact@sweetwatermea.com.

Definitions

“Agreement” means collectively, all the terms, conditions, notices contained or referenced in this document (“Terms and Conditions” or the “Terms”), the Invoice, the Quotation, and the Scope of Work, if applicable.

“Client” or “you” means the person named as the customer or Client in the Invoice/Quotation.

“Event” means the event to be organized, undertaken, and/or hosted by the Client as more particularly described in the Quotation and related Invoice(s).

“Invoice” means the invoice issued by Sweetwater to the Client for Services provided or agreed to be provided in accordance with a Quotation.

“Quotation” means the quotation issued by Sweetwater and executed by the Client containing details regarding the Scope of Work.

“Party” means You or Sweetwater, individually, and “Parties” means you and Sweetwater, collectively.

“Project” means the project to be organized, undertaken, and/or hosted by the Client as more particularly described in the Quotation and related Invoice(s).

“Scope of Work” means either the Event or Project, as more particularly described in (i) the Quotation executed between Sweetwater and the Client in relation to the provision of the Services, and (ii) related Invoice(s).

“Services” means the services to be provided by Sweetwater in relation to the Scope of Work as set out in the Quotation and corresponding Invoice(s), subject to the terms of this Agreement.

“Sweetwater” or “we” means Sweetwater MEA FZ-LLC, a company incorporated under the laws of the United Arab Emirates whose registered office address is at FL2-second floor, Boutique Office No.05, Dubai Media City, Dubai, UAE.

Acceptance of Terms

Executing any Quotation or paying any instalment or amount against any Invoice forms a legally binding Agreement between the Client and Sweetwater with respect to the provision of Services in relation to the Scope of Work corresponding to such Quotation and/or Invoice.

Further, please note that by executing any Quotation or paying any instalment or amount against any Invoice, you are expressly appointing Sweetwater to carry out the Services in relation to the Scope of Work corresponding to such Quotation and/or Invoice (whether performed prior to or after the date of such Quotation or Invoice) on the terms of and conditions of the Agreement. Further, for the purposes of the Agreement, the “Effective Date” as it relates to such Agreement will mean the date on which the corresponding Services commenced.

By accepting any Quotation and/or paying any instalment or amount against any Invoice corresponding to this Quotation, you expressly certify that you have read and agreed to be bound by the terms of this Agreement.

Services

Sweetwater agrees to provide the Services to the Client and the Client agrees to procure from Sweetwater the Services subject to the terms and conditions of this Agreement.

Should we need to assign or subcontract any part of the Services to other professionals or service providers (“Third Party Providers”) we will do so, unless otherwise agreed in writing, on your behalf and as your agent.

Fees

In consideration for the performance of the Services, you agree to pay the fees and expenses as set out below in accordance with Clause 5 below or any other payment terms agreed between the Parties.

All fees for Third Party Providers as set out in the Quotation (“Third Party Fees”).

Sweetwater’s management and creative fees as set out in the Quotation (“Our Fees”).

All disbursements and out-of-pocket expenses incurred by Sweetwater or any Third Party Provider upon delivery of an invoice thereof (“Other Expenses”).

Notwithstanding anything else in the Agreement, additional Third Party Fees may apply in the event additional Third Party Providers are appointed after the date of formation of the Agreement as may be considered necessary or desirable by the Client or Sweetwater. In such event, the additional Third Party Fees shall be invoiced by Sweetwater and, unless otherwise agreed in writing between the Parties, shall be payable 100% in advance and upon formal engagement of the corresponding such additional Third Party Provider.

Payment Terms

Unless otherwise agreed in writing between the Parties, all of Our Fees are payable 100% in advance on the Effective Date.

Unless otherwise agreed in writing between the Parties, All Third Party Fees are payable 100% in advance and upon formal engagement of the corresponding Third Party Provider.

Further, all expenses, costs, and fees not forming part of the Third Party Fees but are owed to any Third Party Provider for any reason whatsoever including but not permitted to any cancellation, suspension, termination, alteration/modification of any Scope of Work details or services or deliverables to be provided by such Third Party Provider, liquidated damages or other obligations to reimburse such Third Party Provider shall be passed on to Client. The Client expressly agrees to be solely responsible for and to pay any and all such amounts and to indemnify, defend and hold harmless Sweetwater in full in respect of same.

Our Fees shall be payable in UAE Dirham (AED) or US Dollars (USD) by wire transfer to a bank account specified by Sweetwater and in accordance with the Invoice.

In the event the Client fails to make any payment in accordance with the agreed payment terms, the Client shall be liable to pay interest on the outstanding amount at the then-current United Arab Emirates Central Bank rate plus 2 percentage points.

If any payment is not received by the relevant due date, such non-payment constitutes a material breach of the Agreement by the Client. The acceptance by Sweetwater of any payment after the due date shall not be construed to be a waiver.

The Client shall be solely responsible for the payment of all taxes, fees, duties and governmental charges arising in connection with this Agreement, including but not permitted to any income, corporate, value-added, goods and services, harmonized, sales, use, or withholding taxes (collectively, “Taxes”). Sweetwater shall not be responsible for any such Taxes assessed against the Client in connection with this Agreement.

Notwithstanding the generate of Clause 5.7 above, unless otherwise stated in writing, the amounts owed to Sweetwater or any Third Party Provider under this Agreement do not include Taxes. The Client is obligated to pay all Taxes associated with its fees and expenses under this Agreement. In the event that Sweetwater has a legal obligation to pay or collect Taxes on behalf of the Client, Sweetwater will invoice the Client for the appropriate amount, and the Client agrees to promptly pay such amount to Sweetwater. Additionally, the Client agrees to indemnify, defend, and hold harmless Sweetwater and its affiliates, directors, officers, employees, agents, and subcontractors from and against any and all losses, parties, damages, costs, and expenses (including reasonable legal fees) arising out of or related to any Tax-related claims, assessments, or obligations imposed on Sweetwater in connection with the Client's failure to pay any Taxes due under this Agreement.

Confidentiality and disclosure

The Parties undertake that they will always keep confidential any confidential information which is in their possession with respect to the Agreement, including its terms and conditions, and the existence of engagements, agreements, or arrangements with Third Party Providers, including all terms and conditions contained therein, and will not disclose such information except with the prior written consent of the other Parties.

Notwithstanding anything contained in Clause 6.1 above, (i) the terms and conditions of the Agreement may be disclosed by the Parties to their respective shareholders or professional advisors, provided that in each case the person to whom such confidential information is disclosed undertakes to keep it confidential, and (ii) the obligations contained in Clause 6 will cease to apply to any confidential information: (i) coming into the public domain otherwise than by breach by any Party of its obligations contained in the Agreement; or (ii) required to be disclosed by an order of a court or under applicable law, provided that in such event, the disclosing Party will provide the non-disclosing Party with prompt written notice and consult with the non-disclosing Party regarding such disclosure , and in any event will furnish only that portion of the information which is reasonably necessary and will exercise best endeavours to obtain reliable assurance that confidential treatment will be accorded to such information.

Intellectual property rights

For the purposes of this Clause 7, “Background IP” means, in respect of a Party, all Intellectual Property in any form owned, possessed by, or created by or on behalf of a Party, existing as prior to the Effective Date, or which has been developed independently of the Agreement or the Services. Unless otherwise agreed between the Parties, each Party will own and continue to own, to the exclusion of the other Party, its Background IP.

Further, for the purposes of this Clause 7 “Intellectual Property” means the know-how, patents, copyright and neighbouring and related rights, trademarks and service marks, designs, ideas, concepts, utility models, rights to inventions, processes, rights in get-up and trade dress, labels (whether modified or unmodified), materials, blueprints and related designs, work product, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), exploitation of any present or future technologies or designs, proprietary information, and other industrial property rights, and all rights or forms of protection having equivalent or similar effect to any of the foregoing, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

The Services will be deemed to be work made for hire and, subject to the payment of all fees under the Agreement by the Client, Sweetwater agrees that all rights, title, and interest in and to the Intellectual Property rights developed pursuant to the Services, all deliverables resulting from such Services, and Approved Advertisements (if applicable) (together, the “Deliverables”) will be transferred and assigned to the Client. At the Client’s request and expense, Sweetwater will give, execute, deliver, file, and record any and all applications, assignments or other instruments, and will do such other acts and things, as the Client may reasonably deem necessary in order to confirm transfer, assignment, conveyance, and vesting in and to the Client all right, title, and interest in and to such Deliverables.

The Client hereby grants Sweetwater a royalty free, irrevocable, non-transferable, worldwide license to use the Deliverables for promotional material and marketing purposes. Further, the Client hereby grants Sweetwater a royalty free, irrevocable, non-transferable, worldwide license to use the Client’s Background IP for the provision of the Services.

Notwithstanding Clause 7.3 above, in the event any Intellectual Property rights or Deliverables or part thereof are owned by a party other than Sweetwater (“Third Party IP”), the rights of such Third Party IP shall not be transferred or assigned to the Client. Provided, however, that in such event, Sweetwater shall, at the Client’s request and expense, use commercially reasonable efforts to obtain a license to such Third Party IP for the Client.

Use of your logos

You hereby grant Sweetwater (including its affiliates subsidiaries, Third Party Providers, and Media Outlets, and their representatives, officers, employees, suppliers and agents) a royalty free, irrevocable, non-transferable, worldwide license to use your name, logos and trademarks and any other designs, names, and media in any material created or produced by us for the promotion of the Project or Event and the performance of the Services under the Agreement, including without limitation their use in advertising in any medium whatsoever. Further, you agree and acknowledge that Sweetwater may use your name, logos, and trademarks on its website for marketing and in promotional material.

Obligations of the Parties

If the Scope of Work relates to Services for Events, and the relating Event venue is provided or owned by the Client, the Client shall provide for Sweetwater, its agents, subcontractors, consultants, Third Party Providers and their employees, in a timely manner and at no charge, access to the Event venue, at least 10 days (or earlier if requested by Sweetwater) prior to the date of the Event and shall ensure that any and all persons, security personnel or employees at the premises of the Client, the owner of the Event venue, or the operator of the Event venue will provide any and all assistance as may be reasonably required by us and Third Party Providers to perform the Services or for any person or entity engaged by us to perform any part of the Services.

The Client shall provide Sweetwater with such information in connection with the Services and the provision thereof as Sweetwater or any Third Party Provider may, from time to time, reasonably require both before and during the provision of the Services.

The Client shall act in accordance with any and all reasonable instructions issued by Sweetwater in relation to the Services. Sweetwater shall not be liable for any failure to provide the Services or any part thereof which arises out of the Client’s failure to follow any such instructions.

The Client agrees and acknowledges that, notwithstanding anything else in the Agreement, Sweetwater shall not be liable to the Client or any third party (including but not limited to any Third Party Provider) or be deemed to be in breach of such Agreement by reason of any delay in performing, or any failure to perform, any of Sweetwater’s obligations under or pursuant to such Agreement, if the delay or failure was due to, either in whole or in part, (i) any act or omission by the Client, (ii) failure by the Client to perform any of its obligations including any delays in making any payment due to Sweetwater or any Third Party Provider under the Agreement or any engagement, agreement or arrangement with a Third Party Provider, (iii) failure to provide timely instructions, approvals and responses required by Sweetwater or any Third Party Provider, or (v) any cause beyond Sweetwater’s reasonable control including on account of any Force Majeure Event (as defined below).

The Client shall ensure that any all necessary permits, licenses, approvals, consents, and authorizations from applicable authorities and third parties (including but not limited to the owner of the venue of the Event) and as are required for the purposes of the Services or Project, or to organize and host the Event are obtained either on the Effective Date or in accordance with the timelines provided by Sweetwater, acting in its sole and absolute discretion, and remain in force and maintained during the Term (as defined below). In the event that any such permits are to be obtained by Sweetwater, the Client undertakes and warrants to timely provide all the necessary information and assistance to ensure that we are able to obtain any and all such permits in a timely manner.

The Client shall comply with all relevant legislation and all applicable law as required to enable us to provide the Services including in relation to the use of any third party equipment.

Sweetwater shall, using commercially reasonable efforts, perform the Services in accordance with the provisions of the Agreement.

Sweetwater shall provide the Client with such information and advice in connection with the Services and the provision thereof as the Client may, from time to time, reasonably require both before and during the provision of the Services.

In performing the Services, Sweetwater agrees to (i) deal at arm’s length with all Third Party Providers, and (ii) keep the Client informed as to all material matters regarding the provision of Services.

Indemnity and Limitations and Exclusions of Liability

The Client shall indemnify, defend and hold Sweetwater, its nominees and affiliates, and the respective shareholders, directors, agents, officers, personnel, employees, successors, and assigns (the “Indemnified Parties”) harmless from and against any and all losses, injuries, damages, claims, demands, liabilities, costs, expenses (including reasonable legal fees and all other reasonable professional costs and expenses), and causes of action of any nature arising out of or in connection with (i) any breach of the Client’s obligations, representations, or warranties set out in the Agreement or under any engagement, agreement, or arrangement with any Third Party Provider or Media Outlet caused directly or indirectly by the Client; (ii) any non-performance or negligent performance of the Agreement or under any engagement, agreement, or arrangement between the Client and a Media Outlet by the Client, its employees, or personnel; (iii) any claims made against Sweetwater for non-payment or delay in payment of amounts due to any Third Party Provider or Media Outlets under any engagement, agreement, or arrangement with such Third Party Provider or Media Outlet directly or indirectly caused by the Client (including but not limited to any breach of payment obligations under the Agreement); (iv) Sweetwater’s reliance upon the accuracy of all relevant data and information provided by Client; (iv) any death or personal injury or damage which occurs on the premises of the Event venue or of any venue of the Project, or which otherwise arises out of or in connection with the Project and/or Event, which is not caused by any direct and wilful act of Sweetwater; or (v) any breach of applicable law.

Notwithstanding anything to the contrary in the Agreement, Sweetwater shall not be liable or responsible to the Client in contract or otherwise (including any liability for negligence) for:

any incidental, punitive, exemplary, or indirect, special, or consequential loss or damages, including without limitation loss of profit, anticipated savings, anticipated profit, loss of contract or business interruption, howsoever arising.

any action or inaction taken or not taken by any Media Outlet or any supplier or third party appointed by the Client.

For the purposes of Clause 10.2.1 above, “anticipated savings” means any expense which either Party expects to avoid incurring or to incur in a lesser amount than would otherwise have been the case by reason of the use of the Services provided by Sweetwater under the Agreement.

Notwithstanding anything to the contrary in the Agreement:

In no event will the maximum aggregate liability of Sweetwater for any loss or damage relating to or arising out of such Agreement, whether based in contract, tort, or any other form of action, and whether in regard to one or more events, exceed the value of the amount of Our Fees actually received by Sweetwater.

You acknowledge and agree that no consultant, employee or director of Sweetwater shall have any liability to you for any loss or damage, howsoever arising, as a consequence of the acts or omissions of such consultant, employee or director (including but not limited to negligent acts or omissions) save in the case where loss or damage was caused by fraud, dishonesty or wilful conduct on the part of such consultant, employee or director.

Rights of third parties

Our services are provided solely for your benefit as our Client and the Agreement is enforceable only by you and us, and not by any third party.

Sweetwater shall not be under any duty to, nor have any responsibility towards, any other person in connection with any matter (unless that person is also a Client in relation to it) even if the objective of your instruction is to confer a benefit upon that other person.

Term

The Agreement will expire at the conclusion of the Event or Project, as applicable, unless otherwise terminated in accordance with the provisions set out in these Terms (“Term”).

Penalty

Without prejudice to any other rights or remedies that we may have in law, pursuant to the terms of the Agreement, you acknowledge and agree that litigation alone would not be an adequate remedy for any breach of the terms of this Agreement by you including (without limitation) our Background IP. Accordingly, you agree that we shall be entitled to the remedies of injunction, specific performance, any other equitable relief, and you will pay us a royalty fee based on our lost profit. Upon notification to you by us of any threatened or actual breach of the terms of this Agreement, you shall immediately pay the fee detailed in this paragraph.

Severance

If any provision of the Agreement is or becomes invalid or unenforceable for any reason, it shall be deemed modified to the minimum extent necessary to make it valid and enforceable. Any such modification shall not affect the validity and enforceability of the remainder of such Agreement

Application and prevailing terms

Notwithstanding anything in the Agreement, in the event of a conflict between the Terms and the terms of any other document forming part of such Agreement, the following shall be the order in which such terms shall prevail:

Quotations;

The Terms; and

Invoices

Force Majeure

Although Sweetwater will use reasonable endeavours to meet its obligations in a prompt and efficient manner, it does not accept responsibility for any failure or delay caused by circumstances beyond its control, which shall mean one or more of the following causes which renders the Project or Event impossible, impracticable or unsafe including, without limitation, theft, loss, destruction or breakdown of instruments or equipment; fire; regional threat(s) or act(s) of terrorism; riot(s) or other form(s) of regional civil disorder; strikes and industrial action; any act, order, rule or regulation of any court, government agency or public authority; fires; explosions; floods; shortages of energy or other essential services; act of god; epidemics; pandemics; declared days of national or regional mourning; absence of power or other essential services; failure of technical facilities; failure or delay of transportation not within Sweetwater’s reasonable control; and/or any similar or dissimilar causes beyond Sweetwater’s reasonable control which renders the Project or Event impossible, impracticable or unsafe (each a “Force Majeure Event”).

Further, if any material Third Party Provider (including but not limited to any Media Outlet, artist, speaker, performer, or any notable guest or participant of the Project or Event) terminates, cancels, or fails to perform the terms of any engagement, agreement, or arrangement related to such Third Party Provider, which is not as a result of the direct action of Sweetwater, such termination, cancellation, or failure shall be deemed a “Force Majeure Event”.

In the event any conditions exist anytime during the Term which may compromise any health and safety aspect of the Project or Event, or which adversely affect safe operations of the equipment, the safety of personnel, or general public, as confirmed by an independent third party health and service provider appointed by Sweetwater, Sweetwater may cease any part of the Services, which shall be deemed a “Force Majeure Event”.

Upon the occurrence of a Force Majeure Event, this Agreement may be terminated by either Party by providing written notice thereof to the other Party. In such event, Sweetwater will return to the Client any part of Our Fee that it has actually received (less any costs and/or expenses incurred by Sweetwater in relation to the Project or Event or in relation to procuring the performance of Third Party Providers) and have no further obligation or liability to the Client. This shall be the sole right and remedy of the Client in connection with any such Force Majeure Event. Further, it is hereby clarified that the Client will remain liable for all Third Party Fees in accordance with the terms and conditions of the relevant engagement, agreement, or arrangement with such Third Party.

Governing law and disputes

In the event of a dispute, difference, controversy or claim of any nature whatsoever arising out of or in connection with the terms of the Agreement, including any question regarding its existence, vapdity, breach, or termination (a “Dispute”), the Parties shall attempt to resolve such Dispute amicably within 30 days of the Dispute being notified by the disputing Party to the other.

The Agreement is governed by the laws of the Dubai International Financial Centre and the parties submit to the exclusive jurisdiction of the courts of the Dubai International Financial Centre over any matter or claim (including non-contractual matters of claim) arising under or in connection with the terms of such Agreement.

Notices

All notices or other communications to be given under any Agreement will be made in writing by letter (delivered by hand or courier) or by e-mail to the addresses set out in the Quotation and will be deemed to be duly given or made, in the case of delivery by hand or courier, when delivered, or, in the case of email, provided that the sender has not received a delivery failure notification, when such email has been sent. The notices must be signed by a person duly authorized by the sender, or in the case of an email, must be sent from the email addresses set out in the Quotation. If delivery or receipt occurs on a day other than a working day or is later than 5 p.m. (local time) on a working day, it will be taken to have been duly given at the commencement of the next working day. The address or email address for serving notices set out in the Quotation can be changed by any Party by properly serving notices on the other Parties informing them of the changes.

Events - Additional Terms

The terms and conditions set out in this Clause 19 specifically apply to all Services provided for Events.

Variation to Event Plan

Any changes required by the Client to the Event including but not limited to any changes to the Event details set out in the related Quotation shall be promptly communicated in writing to Sweetwater giving details of the changes required to be implemented. The Parties shall promptly and no later than 3 working days from the date of such notification, meet to discuss the overall impact on the plans, fees, costs, engagements, agreements, or arrangements with Third Party Providers and any obligations or fees payable under the Agreement or any engagement, agreement, or arrangement with Third Party Providers. The Parties shall use all best efforts to arrive at a final decision regarding such changes promptly and within 5 working days of the date of such meeting.

In the event that the Client requests material changes to the Event including but not limited to details set out in the related Quotation, the Client shall be liable to pay Sweetwater a change fee, in addition to Our Fees.

Termination by the Client

Subject to clause 19.2.2, you may terminate the Agreement for Services related to Events without assigning any cause by providing us with 45 days written notice.

In the event the Agreement is terminated in accordance with Clause 19.2.1 above:

Prior to 45 days from the date of the Event as set out in the related Quotation, then, notwithstanding to the contrary in this Agreement, Sweetwater shall be entitled to keep or, where relevant, the Client shall immediately pay to Sweetwater (i) 50% of Our Fees, (ii) all expenses actually incurred by Sweetwater prior to the date of such termination, and (iii) all Third Party Fees in accordance with the terms and conditions of the relevant engagement, agreement, or arrangement with such Third Party.

Between the period commencing 45 days from the date of the Event as set out in the related Quotation and expiring 30 days from the date of the Event as set out the related Quotation, then, notwithstanding to the contrary in this Agreement, Sweetwater shall be entitled to keep or, where relevant, the Client shall immediately pay to Sweetwater (i) 75% of Our Fees, (ii) all expenses actually incurred by Sweetwater prior to the date of such termination, and (iii) all Third Party Fees in accordance with the terms and conditions of the relevant engagement, agreement, or arrangement with such Third Party.

Within 30 days from the date of the Event as set out in the related Quotation, then notwithstanding anything to the contrary in this Agreement, no amount paid by the Client shall be refunded, regardless of whether the Services have been completed or not, and all fees set out under Clause 4 and Clause 5 shall be immediately due and payable by the Client.

You may terminate the Agreement for Services related to Events by providing written notice to us in the event we breach any material obligation in this Agreement and fail to remedy such breach (if such breach is capable of remedy) within 7 days of receipt of written notice thereof. In such event, Sweetwater will return to the Client any part of Our Fee that it has actually received (less any costs and/or expenses incurred by Sweetwater in relation to the Event or in relation to procuring the performance of Third Party Providers) and have no further obligation or liability to the Client.

Termination by Sweetwater

Sweetwater may terminate the Agreement for Services related to Events at any time without assigning any cause by providing written notice to the Client 1 month prior to the Event start date. In the sole event that such Agreement is terminated by Sweetwater without assigning any cause, then Sweetwater will return to the Client any part of Our Fee that it has actually received (less any costs and/or expenses incurred by Sweetwater in relation to the Event or in relation to procuring the performance of Third Party Providers) and shall have no further obligation or liability to the Client. This shall be the sole right and remedy of the Client in connection with any such termination. Further, it is hereby clarified that the Client will remain liable for all Third Party Fees in accordance with the terms and conditions of the relevant engagement, agreement, or arrangement with such Third Party.

We may terminate the Agreement for Services related to Events by providing written notice to you in the event (i) you breach any obligation in the Agreement and fail to remedy such breach (if such breach is capable of remedy) within 5 days of receipt of written notice thereof (and if such cure period is not available prior to the date of the Event as set out in the related Quotation), the Client shall not be afforded a cure period), (ii) you fail to procure or maintain any license, approval, consent, or authorization from applicable authorities and third parties (including but not limited to the owner of the venue of the Event) and as are required to organize and host the Event, (iii) we consider, in our sole and absolute discretion, that continuing the relationship with the Client as described in the Agreement poses a credit or reputational risk to us, (iv) you have breached any applicable law, or (v) on account of Clause 19.4 below. In such event, no amount paid by the Client shall be refunded, regardless of whether the Services have been completed or not, and all fees set out under Clause 4 and Clause 5 shall be immediately due and payable by the Client.

Suspension

The Client may, by providing 30 days prior written notice, request to suspend the Services any time prior to the date of the Event as set out in the related Quotation, provided that the Client is liable for payment of:

All Third Party Fees in accordance with their engagement terms and conditions, provided that Sweetwater shall, in good faith, enter into discussions with Third Parties to reduce such fees on account of such suspension.

All of Our Fees up to and including the expiry of the 30 day notice period.

Storage, transportation, and insurance costs associated with storage of any and all equipment or materials required, developed, or used pursuant to the Services.

Notwithstanding anything contained in the Agreement for Services related to Events, in the event any such suspension is for a period greater than 3 months, Sweetwater may terminate such Agreement as a whole or in relation to such suspended Services.

Projects - Additional Terms

The terms and conditions set out in this Clause 20 specifically apply to all Services provided for Projects.

Additional Obligations

In the event Sweetwater is required to construct or develop any advertisement in any media whatsoever to be published or disseminated by media outlets or agencies (“Media Outlets”), all Deliverables shall be provided to the Client for its prior written approval. The Client acknowledges and agrees that either the approval of any such Deliverable by the Client, or the supply of any advertisement or content contained therein by the Client shall constitute the Client’s express and unconditional representation and warranty that all information and all content contained in such approved advertisement (“Approved Advertisement”) relating to the Client is true, accurate, and complete in all respects, and not misleading in any respect.

Formal engagements with all Media Outlets required for the provision of the Services shall be directly between the Client and such Media Outlet. In the event the Client requires Sweetwater to enter formal engagement with any Media Outlet, we will do so, on your behalf and as your agent. They will be responsible to you for the quality and accuracy of the work they provide, and you will be liable for payment of their fees and expenses in accordance with their terms and conditions. In all cases, Sweetwater shall neither be liable nor responsible for any actions or inactions by any Media Outlet.

Sweetwater shall, on behalf of the Client, engage with the Media Outlets and provide them with such Approved Advertisement for publication on terms agreed between the Client and such Media Outlet. Further, notwithstanding anything else in the Agreement for Services related to Projects, the Client agrees and acknowledges that the Approved Advertisement will be published , displayed, and broadcasted by the Media Outlet and accordingly, Sweetwater does not guarantee that such Approved Advertisement will be published , displayed or broadcasted in the same manner (including but not limited to colour, audio or visual tone, size, or texture) as provided to the Media Outlets. Sweetwater shall not be liable nor responsible for any changes, alterations, or modifications made to any Approved Advertisement supplied to the Media Outlet.

All Approved Advertisements must conform to the relevant guidelines, policies, and/or rules of the Media Outlet (“Media Outlet Guidelines ”) to which such Approved Advertisements are provided. Such guidelines may be communicated by Sweetwater in writing to the Client from time to time. Accordingly, in the event any Approved Advertisement is rejected by any Media Outlet, Sweetwater, using its best efforts, will request for reasons for such rejection and accordingly, will make recommendations and suggestions for alterations of such Approved Advertisements which are in accordance with such Media Outlet guidelines. In the event the Client does not approve any such alterations or modifications to such Approved Advertisement necessary to conform to the Media Outlet guidelines , such Approved Advertisement may not be published by the Media Outlet or the publishing of which may be delayed.

Media Outlets may take down, remove, or retract any Approved Advertisement pursuant to their own Media Outlet guidelines. Sweetwater assumes no responsibility or liability for the practices or any other actions of any Media Outlets. Further, Sweetwater assumes no responsibility or liability for any damage or loss caused or alleged to be caused by or in connection with any such actions by any Media Outlet.

In the event the Client requires any Approved Advertisement to be altered, taken down, or removed, the Client shall issue a notice to Sweetwater describing the request and reasons thereof (“Alteration Request”). Upon receiving an Alteration Request, Sweetwater may ask for additional information and may charge a fee for such Alteration Request. Within 3 working days of receipt of such Alteration Request or payment, whichever is later, Sweetwater shall forward the Alteration Request along with details of the Client’s contact information to the relevant Media Outlets. Sweetwater shall only be responsible for forwarding the Alteration Request either to those Media Outlets which Sweetwater originally disseminated and distributed the Approved Advertisement through. The Client agrees and acknowledges that Sweetwater is neither responsible nor liable for any action or inaction taken by any Media Outlet regarding any Alteration Request.

The Client acknowledges and agrees that Sweetwater does not provide any guarantee that any Approved Advertisement will be published in any Media Outlet or any guarantees provided by such Media Outlet will be fulfilled. Further, Sweetwater does not guarantee the placement, timing of publication, or duration of the publication of the Approved Advertisement in any Media Outlet.

The Client shall indemnify and hold harmless Sweetwater, its subcontractors, agents and employees from and against any and all claims, costs and liabilities howsoever arising and of whatsoever nature and whether in contract or in tort, with respect to any claims made by any Media Outlet arising out of or in respect of any Approved Advertisement.

The Client agrees and acknowledges that it is solely the Client’s responsibility to ensure that the Approved Advertisements (i) are not in contravention with any applicable laws or regulations, applicable customs, or public order (including but not limited to material which is obscene, indecent, seditious, offensive, defamatory, threatening, liable to incite racial hatred or acts of terrorism, or menacing), and (ii) do not infringe on any third party rights including any third party intellectual property rights (collectively, “Inappropriate Content”). Further, the Client shall indemnify, on demand, Sweetwater against all damages, losses and expenses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) arising as a result of any action or claim that any Approved Advertisement constitutes Inappropriate Content.

Variation to Project Plan or Services

Any changes required by the Client to the Project including but not limited to any changes to the Project details set out in the related Quotation shall be promptly communicated in writing to Sweetwater giving details of the changes required to be implemented. The Parties shall promptly and no later than 3 working days from the date of such notification, meet to discuss the overall impact on the plans, fees, costs, engagements, agreements, or arrangements with Third Party Providers or Media Outlets and any obligationsor fees payable under the Agreement or any engagement, agreement, or arrangement with Third Party Providers or Media Outlets. The Parties shall use all best efforts to arrive at a final decision regarding such changes promptly and within 5 working days of the date of such meeting.

Sweetwater will consult with and comply with any reasonable instructions or directives regarding the Services given by the Client. Notwithstanding the foregoing, in the event any such instructions or directives results in any material change to the Services, as determined by Sweetwater in its sole and absolute discretion, then, such changes shall be deemed a Change Order, and the provisions of Clause 20.2.3 below shall apply.

Client may request a change to the Services pursuant to a written change order (“Change Order”). Each Change Order shall identify with specificity any modifications to the Services, including any modifications to tasks, timetables, deliverables, fees and charges and staffing. The Parties shall promptly and no later than 3 working days from the date of such Change Order, meet to discuss the overall impact on the plans, fees, costs, engagements, agreements, or arrangements with Third Party Providers or Media Outlets and any obligations or fees payable under the Agreement or any engagement, agreement, or arrangement with Third Party Providers or Media Outlets. Neither Party shall have any obligation to commence work in connection with any Change Order until both the Client and Sweetwater execute such Change Order. Each such executed Change Order shall be incorporated into and constitute an amendment to the Agreement. In such event, notwithstanding anything to the contrary in the Agreement, the terms of any Change Order shall prevail over the Agreement. Further, the Parties agree that in the event that the Change Order sets out any material changes, as reasonably determined by Sweetwater, the Client shall, in addition to the foregoing, be liable to pay Sweetwater all Our Fees for Services completed up to the date such Change Order is executed by the Parties.

Termination by the Client

You may terminate the Agreement for Services related to Projects without assigning any cause by providing us with 60 days written notice. In such event, all Our Fees for Services completed up to and including the expiry of such 60 days shall be due and payable by the Client, and the Client shall be liable for all Third Party Fees (including fees for all Media Outlets) in accordance with the terms and conditions of the relevant engagement, agreement, or arrangement with such Third Party or Media Outlet.

You may terminate the Agreement for Services related to Projects by providing written notice to us in the event we breach any material obligation in the Agreement and fail to remedy such breach (if such breach is capable of remedy) within 7 days of receipt of written notice thereof. In such event, Sweetwater will return to the Client any part of Our Fee that it has actually received (less any costs and/or expenses incurred by Sweetwater in relation to the Project or in relation to procuring the performance of Third Party Providers or Media Outlets) and have no further obligation or liability to the Client. This shall be the sole right and remedy of the Client in connection with any such termination. Further, it is hereby clarified that the Client will remain liable for all Third Party Fees (including fees for all Media Outlets) in accordance with the terms and conditions of the relevant engagement, agreement, or arrangement with such Third Party or Media Outlet.

Termination by Sweetwater

Sweetwater may terminate the Agreement for Services related to Projects by providing written notice to you in the event (i) you breach any obligation in the Agreement and fail to remedy such breach (if such breach is capable of remedy) within 5 days of receipt of written notice thereof, (ii) you fail to procure or maintain any license, approval, consent, or authorization from applicable authorities and third parties (including but not limited to the owner of the applicable venues for the Project) and as are required to undertake the Project, (iii) we consider, in our sole and absolute discretion, that continuing the relationship with the Client as described in the Agreement poses a credit or reputational risk to us, (iv) you have breached any applicable law, or (v) on account of Clause 20.5 below. In such event, no amount paid by the Client shall be refunded, regardless of whether the Services have been completed or not, and all fees set out under Clause 4 and Clause 5 above and fees owed to Media Outlets in accordance with the terms and conditions of the relevant engagement, agreement, or arrangement with such Media Outlet shall be immediately due and payable by the Client.

Sweetwater may terminate the Agreement for Services related to Projects without assigning any cause by providing 60 days’; written notice. In such event, all Fees for Services completed up to and including the expiry of such 60 days shall be due and payable by the Client, and the Client shall be liable for all Third Party Fees (including fees for all Media Outlets) in accordance with the terms and conditions of the relevant engagement, agreement, or arrangement with such Third Party or Media Outlet.

Suspension

The Client may, by providing 30 days prior written notice, request to suspend the Services, provided that the Client and is liable for payment of:

All Third Party Fees and Media Outlet fees in accordance with their engagement terms and conditions, provided that Sweetwater shall, in good faith, enter into discussions with Third Parties and Media Outlets to reduce such on account of such suspension.

All of Our Fees up to and including the expiry of the 30 day notice period.

Notwithstanding anything contained in the Agreement for Services related to Projects, in the event any such suspension is for a period greater than 3 months, Sweetwater may terminate the Agreement as a whole or in relation to such suspended Services.