Professional Services Terms of Use

These Professional Services Terms of Use (“Service Terms”) govern the provision of marketing services by Nathan & Brank (“Nathan & Brank”, “we”, “us”) to any business or individual that engages us (“Client”, “you”), whether through The Orbit (our 360-degree retained partnership) or through any of our standalone services, including Customer Intelligence & Journey Design, Growth Campaigns & Market Activation, Creative Supply Chain, Digital Experience & Conversion Design, Lifecycle & Engagement Systems, Influencer & Creator Partnerships, Events & Experiential, PR Activation, and AI Search Visibility (each a “Service”).

Orders

Each Service is scoped through an Order, which sets out the specific Service(s), deliverables, commercial model (monthly retainer or project engagement), fees, and term. No Service is provided until an Order is signed by both parties.

The Orbit

Where the Client engages The Orbit, the scope, calibration of emphasis across service areas, and inclusions/exclusions are as set out in the applicable Order and are reviewed quarterly. Items expressly excluded from The Orbit, including full website builds and platform migrations, full event hosting and production, paid media budget, paid PR placement costs, brand identity creation from scratch, and platform procurement or licensing, remain the Client's responsibility unless separately scoped.

Standalone Services

Each of the Services may be engaged independently. Engagement of one Service does not obligate the Client to engage any other Service, and vice versa.

The Client agrees to:

• provide timely access to information, brand assets, systems, and personnel reasonably required for Nathan & Brank to perform the Services;
• provide timely feedback and approvals in accordance with agreed workflows;
• ensure that any materials, data, or instructions provided to Nathan & Brank do not infringe the rights of any third party or breach any applicable law;
• maintain its own subscriptions and licences for any third-party platforms used in connection with the Services (including CRM, email, content tools and website platforms), except where expressly agreed otherwise;
• settle directly, or reimburse Nathan & Brank for, third-party and pass-through costs including paid media spend, paid PR placement costs, venue and vendor costs for hosted events, and platform licensing fees.

Delays caused by the Client's failure to meet these responsibilities may affect timelines and are not attributable to Nathan & Brank.

• Fees are as set out in the applicable Order and are exclusive of applicable taxes (including United Arab Emirates VAT and any equivalent tax in other relevant jurisdictions), which will be added where applicable.
• Retainer fees are payable monthly in advance unless the Order specifies otherwise. Project fees are payable in accordance with the milestone schedule in the Order.
• Invoices are payable within 30 days of the invoice date. Late payment may result in suspension of Services and accrual of interest at the maximum rate permitted by applicable law.
• Pass-through costs (media spend, paid placements, venue/vendor costs, ad hoc third-party licences) are billed separately or paid directly by the Client to the relevant third party, as specified in the Order.

Pre-existing IP

Each party retains ownership of intellectual property it owned before the engagement, including Nathan & Brank's methodologies, frameworks (including the WHO/WHY/WHAT/WHERE methodology), internal tools, templates, and know-how.

Client Deliverables

Subject to full payment of all fees due, ownership of final deliverables created specifically for the Client under an Order (such as campaign creative, copy, and lifecycle content) transfers to the Client upon payment, excluding any Nathan & Brank pre-existing IP embedded within them, which is licensed to the Client for use in connection with the deliverables.

Bespoke Influencer Personas

Where a bespoke influencer/creator persona is created under the Influencer & Creator Partnerships service, ownership of the persona transfers to the Client upon payment of the applicable setup fee, as further detailed in the relevant Order. The persona remains exclusive to the Client and will not be used in any other brand partnership.

Tools

The Client acquires no rights in Nathan & Brank's internal AI-enabled operating tools or workflows, which remain Nathan & Brank's proprietary infrastructure at all times. Further detail on our use of AI is set out in our AI Usage & Content Disclosure Policy.

Each party will keep confidential any non-public business, technical, financial, or customer information disclosed by the other party in connection with the Services, and will use it only for the purposes of the engagement, except where disclosure is required by law or regulation. This obligation survives termination of the engagement.

Where Nathan & Brank processes personal data on the Client's behalf (for example, customer or prospect data within lifecycle, CRM, or campaign activities), the parties will enter into a data processing agreement addressing the requirements of applicable data protection law, which may include the UAE Personal Data Protection Law, the EU/UK GDPR, South Africa's POPIA, and the Kenya Data Protection Act, depending on the personal data involved and the parties' respective locations.

• Retainer engagements continue for the initial term specified in the Order and thereafter renew on a rolling monthly basis unless either party gives 30 days' written notice of termination.
• Either party may terminate an Order immediately on written notice if the other party commits a material breach that is not remedied within 14 days of notice, or becomes insolvent.
• On termination, the Client remains liable for fees for Services performed and costs committed up to the effective date of termination, including any non-cancellable third-party commitments made on the Client's instruction.

Nathan & Brank will perform the Services with reasonable skill and care consistent with good industry practice. Nathan & Brank does not guarantee specific commercial outcomes, campaign results, search rankings, AI citation, or engagement metrics, as these depend on factors outside our control, including market conditions, platform algorithm changes, and Client-provided inputs.

To the maximum extent permitted by applicable law, Nathan & Brank's aggregate liability arising out of or in connection with an Order shall not exceed the total fees paid by the Client to Nathan & Brank under that Order in the twelve (12) months preceding the event giving rise to the claim. Neither party is liable for indirect, consequential, or special losses, including loss of profits, revenue, or goodwill. Nothing in these Service Terms limits liability that cannot be limited under applicable law.

Nathan & Brank acts as an independent contractor. Nothing in these Service Terms creates a partnership, joint venture, agency, or employment relationship between the parties, save that Nathan & Brank may act as an intermediary for the specific, limited purpose of coordinating paid media, paid PR placements, or third-party vendor arrangements as set out in the applicable Order.

These Service Terms and any Order are governed by the laws of the United Arab Emirates. The parties will first seek to resolve any dispute in good faith through senior management discussion. Unresolved disputes are subject to the exclusive jurisdiction of the courts of Dubai.

These Service Terms, together with the applicable Order and any data processing agreement, constitute the entire agreement between the parties in respect of the Services. No variation is effective unless in writing and signed by both parties. Neither party may assign its rights or obligations without the other's prior written consent, except to an affiliate or successor in a merger or reorganisation. If any provision is held invalid, the remainder continues in effect.

Nathan & Brank

legal@nathanbrank.com