Terms and Conditions

Accuracy of Information You must provide accurate, complete, and up-to-date information in all communications with us, including:

• Company details, billing information, and points of contact;
• Campaign goals, deadlines, brand guidelines, and content;
• Any technical specifications or platform constraints relevant to ad delivery.

We are not responsible for any delays or errors caused by incomplete or inaccurate information provided by you.

Timely Approvals and Communication You agree to:

• Respond to artwork approvals, media schedules, and related decisions within reasonable timeframes;
• Provide sign-off on creative or campaign plans as required;
• Designate a single point of contact authorised to make decisions on your behalf.

Delays in approvals may result in missed deadlines or forfeiture of booked advertising space, for which we accept no liability.

Content and Materials Supplied by You You are solely responsible for ensuring that any content, images, logos, artwork or data you supply:

• Does not infringe any intellectual property rights, data protection laws, or advertising regulations;
• Is appropriate for public display and compliant with applicable standards (e.g., ASA guidelines, CAP Code);
• Is submitted to us within any timeframes we reasonably request.

We reserve the right to refuse to publish or distribute any content that we, in our sole discretion, deem unlawful, offensive, misleading or harmful to our reputation.

All content, materials, documents, proposals, plans, concepts, media schedules, strategies, designs, and creative work provided by us (whether in written, visual, digital, or oral form) are the intellectual property of Saudi Outdoor Advertising or its licensors unless otherwise agreed in writing. You acknowledge and agree that:

• All materials shared with you during proposal, negotiation, or campaign delivery phases are proprietary and confidential.
• You may not copy, reproduce, distribute, adapt, or otherwise use our materials or methods for any purpose other than the campaign for which they were intended.
• You may not disclose any proposal or creative concept to third parties without our express written consent.
• Intellectual property rights in any materials we create or supply remain ours unless explicitly assigned or licensed to you under a separate agreement.

Breach of this clause: A breach of this clause shall entitle us to:

• Immediate termination of any ongoing services or negotiations;
• Compensation equivalent to the full commercial value we would have received from the engagement had the non-circumvention not occurred; The parties agree that such compensation represents a genuine pre-estimate of loss and is not a penalty;
• The pursuit of legal remedies including but not limited to injunctive relief, damages, and recovery of legal costs.

This provision is intended to protect our legitimate business interests and the goodwill of our professional relationships.

Placing an Order An order for services is deemed accepted when:

• You confirm acceptance of a written proposal, quotation, or media plan by email, signature, or online confirmation;
• We issue a formal invoice or written confirmation of the booking.

Verbal instructions or general discussions do not constitute a confirmed order unless subsequently documented and acknowledged by us in writing. Each confirmed order forms a separate agreement governed by these Terms.

Payment Terms Unless otherwise stated in a proposal or invoice:

• All invoices are due within 14 days of the invoice date;
• Campaigns may be paused or cancelled if payment is not received by the agreed due date;
• Services will not be delivered where payment in advance is a condition and remains outstanding.

We reserve the right to require full or partial payment upfront for new clients, large bookings, or where third-party media commitments are involved.

Late Payments Where payment is overdue:

• We reserve the right to charge statutory interest;
• We may suspend services without notice until payment is received in full; Suspension of services shall not constitute breach of contract;
• You may be liable for any administrative, legal, or recovery costs we incur as a result of non-payment.

Delivery Timelines We will use reasonable efforts to deliver services in line with agreed deadlines. However:

• Timelines are dependent on the timely provision of content, approvals, and materials from you;
• Delays caused by third-party media suppliers, technical issues, or force majeure events may affect campaign start or completion dates.

We are not liable for any delay in service delivery caused by your failure to meet agreed responsibilities or respond within reasonable timeframes.

Proofs and Approvals Where applicable, you will be provided with proofs, mock-ups, or schedules for approval before final placement. It is your responsibility to:

• Review and approve materials in writing before production or publication;
• Flag any errors or omissions before final approval.

Once approved, we accept no liability for any errors, omissions, or dissatisfaction with the creative content unless caused by our own negligence.

Subcontracting and Delegation We may use third-party suppliers, designers, or media agencies to fulfil parts of your campaign. In such cases:

• We will remain your primary point of contact;
• We do not accept liability for delays, errors, or performance failures of those third parties unless we have expressly assumed responsibility in writing.

Performance Expectations While we use industry expertise to plan and place your advertising effectively, we do not guarantee:

• Any specific results, audience engagement, sales outcomes, or ROI;
• That advertising will be delivered free from all errors, disruptions, or media-side changes.

Client-Initiated Cancellations You may request to cancel an order in writing at any time. However, cancellation is subject to the following terms:

• If cancellation occurs after written acceptance of a proposal but before third-party bookings, you may be charged for any time or administrative costs incurred;
• If third-party media space or production has been booked on your behalf, you will remain liable for 100% of those committed costs, even if cancellation occurs before the campaign goes live;
• If a campaign has already begun, no refund or credit will be issued for unused portions of the service unless agreed in writing.

Amendments and Rescheduling Requests to amend or reschedule services must be made in writing. We will consider such requests on a case-by-case basis and may:

• Accept the amendment without charge (if feasible);
• Apply a reasonable rescheduling or amendment fee to cover additional time or supplier charges;
• Decline changes where it would be commercially or operationally unreasonable to accommodate them.

No change shall be binding unless confirmed by us in writing.

Cancellation by Us We reserve the right to cancel an order or terminate services without liability if:

• You fail to pay on time;
• You breach any material obligation under these Terms (including IP or non-circumvention);
• A force majeure event prevents us from delivering services for more than 14 consecutive days.

In such cases, we will issue a pro-rata refund only for services not yet rendered, except where third-party costs are non-refundable.

No Guarantee of Results While we apply professional skill, care, and experience to every campaign, you acknowledge that:

• Advertising effectiveness depends on numerous external factors beyond our control (e.g. market trends, audience behaviour, algorithm changes, media partner performance);
• We do not warrant that any campaign will achieve a particular outcome, engagement level, or return on investment (ROI).

All performance estimates are provided for guidance only and are not contractually binding.

Limitation of Liability To the maximum extent permitted by law, our total liability to you for any loss, damage, or claim arising out of or in connection with these Terms (whether in contract, tort, negligence or otherwise) shall be limited to:

• The total amount paid by you to us in relation to the specific campaign or project giving rise to the claim.

We shall not be liable for:

• Loss of profit, revenue, goodwill, anticipated savings, or business opportunity;
• Indirect, consequential, or special damages of any kind;
• Any third-party failure, delay, or non-performance, including media owners or ad platforms.

Exclusions Nothing in these Terms shall exclude or limit liability for:

• Death or personal injury caused by our negligence;
• Fraud or fraudulent misrepresentation;
• Any other liability that cannot be excluded under applicable law.

Reliance and Due Diligence You are responsible for:

• Reviewing and approving all campaign materials;
• Ensuring the suitability of services for your business or industry;
• Seeking independent advice (legal, financial, or technical) where appropriate before relying on our recommendations.

Termination by You — You may terminate the agreement by providing written notice if:

• We materially breach these Terms and fail to remedy the breach within 14 days of written notice;
• We become insolvent or cease trading;
• You choose to cancel in accordance with the provisions set out in Section 9 (Cancellations and Amendments).

Any refund entitlement will be subject to the refund conditions and third-party liabilities set out in that section.

Termination by Us — We may terminate the agreement with immediate effect by written notice if:

• You fail to pay any amount due within 7 days of a reminder notice;
• You breach any material term of these Terms, including but not limited to Section 5 (Intellectual Property), Section 6 (Confidentiality), or Section 7 (Non-Circumvention);
• You become insolvent, cease trading, or enter into liquidation;
• We determine that continuing to work with you would damage our commercial interests, reputation, or regulatory standing.

Effect of Termination — Upon termination:

• All outstanding fees and third-party costs incurred on your behalf will become immediately payable;
• Any licences, approvals, or permissions granted to you by us will be revoked;
• You must immediately cease using our content, materials, proposals, and any other items covered under our Intellectual Property rights.

Termination shall not affect any rights, remedies, obligations, or liabilities that have accrued prior to termination.

Data Handling and GDPR Compliance — We collect and process your personal data only as necessary to:

• Deliver our services;
• Manage our commercial relationship;
• Comply with legal obligations.

All personal data is handled in accordance with the Saudi Personal Data Protection Law (PDPL) issued by Royal Decree M/19 of 2021, and other applicable privacy laws. We take appropriate technical and organisational measures to safeguard personal data against unauthorised access, misuse, alteration or loss.

These Terms and any disputes or claims arising out of or in connection with them (including non-contractual disputes or claims) shall be:

• Governed by the laws of the Kingdom of Saudi Arabia;
• Subject to the exclusive jurisdiction of the courts of the Kingdom of Saudi Arabia.

You and we agree to submit to the jurisdiction of these courts, and you waive any objection to such jurisdiction on the grounds of inconvenient forum or otherwise. This clause shall apply regardless of your location or the location of any services or advertising activities undertaken.