Master Services Agreement

The full B2B agreement governing project, retainer, and white-label engagements with Through The Glass Creatives Global – FZCO.

Version2.1
Effective dateMay 26, 2026
Document IDMSA-TTGC-2.1
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Last updatedMay 26, 2026
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MASTER CREATIVE SERVICES AGREEMENTVersion 2.1 · Effective May 26, 2026
Document ID: MSA-TTGC-2.1
Supersedes: MSA-TTGC-2.0 (effective January 10, 2026)
Publisher: Through The Glass Creatives Global – FZCO
BETWEEN____________________________________ ("Client")
AND
Through The Glass Creatives Global – FZCO ("Company")
This Master Creative Services Agreement ("Agreement") is entered into as of the date of acceptance below ("Effective Date") by and between Through The Glass Creatives Global – FZCO, a Free Zone Company with trade license number 67626 issued by Dubai Integrated Economic Zones Authority, with its principal office at Building A1, Dubai Digital Park, Dubai Silicon Oasis, Dubai, United Arab Emirates ("Company"), and _______________________, a ___________________ with an address at _______________________ ("Client").
This Agreement is not intended to create an employment, franchise, or joint venture relationship. The Parties enter this Agreement as independent legal entities, and nothing herein shall be construed to create any agency or fiduciary relationship unless explicitly stated.
BASIC TERMS AND CONDITIONS1. DEFINITIONS1.1 Agreement means the entire content of this Basic Terms and Conditions document, the Project Order(s), all Appendices, together with any exhibits, schedules, or attachments hereto.
1.2 Client Content means all materials, information, factual, promotional, or other advertising claims, photography, writings, and other creative content provided by Client for use in the preparation of and/or incorporation in the Deliverables.
1.3 Copyrights means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under UAE Copyright Law and applicable international treaties.
1.4 Deliverables means the services and work product specified in the Project Order to be delivered by Company to Client.
1.5 Company Tools means all design tools developed and/or utilized by Company in performing the Services, including pre-existing and newly developed software, source code, web authoring tools, type fonts, application tools, inventions (whether or not patentable), and general non-copyrightable concepts such as website design, architecture, layout, navigational and functional elements.
1.6 Final Works means all creative content developed by Company, or commissioned by Company, exclusively for the Project and incorporated in the Final Deliverables.
1.7 Final Deliverables means the final versions of Deliverables provided by Company and accepted by Client.
1.8 Preliminary Works means all creative content including concepts, sketches, visual presentations, drafts, intermediate versions, AI-assisted components, or other alternate or preliminary designs and documents developed by Company and which may or may not be shown to Client, but do not form part of the Final Works.
1.9 Project means the scope and purpose of Client's identified usage of the work product as described in the Project Order.
1.10 Services means all services and work product to be provided to Client by Company as described in the Project Order.
1.11 Third-Party Materials means proprietary third-party materials incorporated into the Final Deliverables.
1.12 Trademarks means trade names, words, symbols, designs, logos, or other devices or designs used in the Final Deliverables to designate the origin or source of the goods or services of Client.
1.13 Working Files means all underlying work products and digital files utilized by Company to create the Preliminary Works and Final Works other than the format comprising the Final Deliverables. Working Files are not included unless paid for separately.
2. PROJECT ORDERThe terms of the Project Order shall be effective for fifteen (15) calendar days after presentation to Client. If the Project Order is not countersigned within this period, it shall be deemed expired. Re-approval is required, and Company does not guarantee availability of original timelines, rates, or delivery slots. Subject to payment of the Acceptance Fee under §3.1A, Company shall reserve Client's production slot according to the agreed timeline. A revised Project Order may be issued subject to availability and updated pricing or terms.
3. FEES AND CHARGES3.1 In consideration of the Services, Client shall pay Company the fees set forth in the Project Order, and all applicable sales, use, or value-added taxes. Client acknowledges that Project pricing does not include transfer of source files or Working Files, unless explicitly stated in the Project Order or Appendix A.
3.1A Acceptance Fee. Upon acceptance of the Project Order, Client shall pay an Acceptance Fee equal to thirty percent (30%) of the total Project value. The Acceptance Fee secures Client's production slot, funds preparatory resourcing, strategy intake, and reserved creative capacity, and shall be credited against the total Project balance.
The Acceptance Fee is non-refundable except where Client is entitled to a refund under §3.1C (Company non-performance) or §11.4 (termination for cause by Client). For the avoidance of doubt, the Acceptance Fee is not refundable on account of:
(i) Client's cancellation, non-continuation, abandonment, or change of business priorities;
(ii) Client's dissatisfaction with creative direction after approvals or feedback have been given;
(iii) delay or non-performance caused by Client per §4.4;
(iv) termination by Client for convenience per §11.3; or
(v) suspension or termination for Client misconduct under §8.5.
Because the Acceptance Fee compensates Company for opportunity cost and preparatory work that cannot be recovered, the Parties agree it represents a genuine pre-estimate of Company's minimum loss on engagement start, and not a penalty within the meaning of UAE Civil Transactions Law Article 390.
3.1B Non-Refundable Milestones. Any Milestone payment invoiced and received prior to Client's cancellation, abandonment, or termination for convenience remains non-refundable, subject to §3.1C.
3.1C Refund on Company Non-Performance. If Company fails to perform the Services in material respects through no fault of Client, and such failure constitutes a material breach under §11.2, Client shall be entitled to a refund of any prepaid amounts that Company has not yet earned as of the date of Client's notice, less (a) documented expenses incurred and (b) the pro-rated value of Services actually performed up to that date, each computed in good faith by Company and subject to the dispute process in Appendix K.
The Parties agree that §3.1C prevails over any conflicting non-refundability language in this Agreement, the Appendices, or any Project Order.
3.2 Expenses. Client shall pay Company's expenses incurred in connection with the Services as set forth in the Project Order.
3.3 Project pricing includes Company's fee only. Any outside costs — equipment rental, photographer's fees, photography, typography, font/artwork licenses, prototype production costs, talent fees, music licenses, online access or hosting fees — will be billed to Client unless specifically provided otherwise in the Project Order.
3.4 Client acknowledges that Company is a UAE-based Free Zone Company subject to UAE Federal Tax regulations. Tax filings, invoicing, and compliance under this Agreement shall follow UAE tax treatment. Company is not liable for Client's tax or import obligations in Client's home jurisdiction.
3.5 Invoices. All invoices are payable within thirty (30) days of receipt unless otherwise specified. A monthly service charge of 1.5% (or the greatest amount allowed under UAE law) is payable on overdue balances. Payments credit to late charges first, then unpaid balance. Client is responsible for all collection or legal fees from lateness or default.
Company may withhold delivery and transfer of ownership if accounts are not current. All grants of any license or transfer of IP rights under this Agreement are conditioned upon receipt of payment in full. Client shall not withhold, set-off, or delay payments due to dissatisfaction, pending work, or dispute. Concerns shall be handled via §12.5 and Appendix K.
3.6 Chargebacks and Sanctions Compliance. Client agrees not to initiate any chargeback, reversal, or dispute of payments without first seeking resolution under Appendix K. Any chargeback initiated without exhausting the agreed dispute process is a material and willful breach, subjecting Client to an administrative fee of USD $200 or AED 750 per occurrence, legal action in both jurisdictions, and forfeiture of service access and rights. This clause shall be read in conjunction with Appendix F: Payment Method Authorization & Billing Agreement.
All payments shall originate from globally permitted financial institutions. Client must ensure the originating bank is not restricted by UAE or OFAC sanctions.
4. CHANGES4.1 General Changes. Unless otherwise provided, Client shall pay additional charges for changes outside the originally agreed scope. Time-and-materials basis:
PHP 20,000/hour for clients in the Philippines
AED 1,800/hour for clients in the UAE
USD 500/hour for other international clients
Company will notify Client in advance and submit a written Change Order for approval before any additional work begins.
4.1A Annual Rate Adjustment.
(a) Ordinary Adjustment. Company may adjust rates and subscription pricing once annually by no more than ten percent (10%) or the Dubai Statistics Center inflation index, whichever is lower. Thirty (30) days' written notice required.
(b) Extraordinary Adjustment. If material market conditions (currency shifts, labor, software licensing, regulatory, industry-wide cost pressures) require an increase exceeding the Ordinary cap:
(i) sixty (60) days' written notice with business rationale;
(ii) Client may terminate the affected Subscription or Project Order within thirty (30) days of notice without penalty, effective on the proposed increase date; and
(iii) absent termination, continued use beyond the effective date constitutes acceptance.
(c) Client Right to Cancel. Client may cancel or downgrade prior to any adjustment taking effect.
4.2 Change Order. Company submits a written Change Order with estimated charges for written approval. Work does not proceed until fully signed Change Order received.
4.3 Substantive Changes. If Client requests Changes amounting to revision of 50%+ of the time or value, Company may submit a new and separate Project Order. Work on revised services begins only after fully signed revised Project Order and any additional Acceptance Fee.
4.4 Timing. Company uses commercially reasonable efforts to meet Project Order timelines. Client must review Deliverables within the identified time and either approve or provide specific written corrections. Delays caused by Client do not constitute Company's breach. Company is not liable for missed milestones from force majeure, third-party delays, or Client-side bottlenecks.
4.5 Review, Deemed Acceptance, and Abandonment.
(a) Deemed acceptance. Client must provide written feedback, approval, or corrections within 10 calendar days. Failure = deemed acceptance.
(b) Pause. If Client fails to provide materials/approvals for 14 consecutive calendar days, Company may pause. A pause does not alter payment obligations, invoiced Milestones, or non-refundability of the Acceptance Fee.
(c) Abandonment. 21+ consecutive calendar days of non-response = abandonment. Company issues one courtesy reminder before 21-day threshold. On abandonment: Project may be closed without refund; license under §14 does not vest; Client remains liable for invoiced amounts, Expenses, Additional Costs; Reactivation Fee of USD $450 / AED 1,650 / PHP 25,000 required to resume.
(d) Not a termination. Abandonment is not formal termination and doesn't relieve payment obligations or alter §12.14.
5. CLIENT RESPONSIBILITIESClient is responsible for:
(a) coordination of decision-making with third parties;
(b) provision of Client Content suitable for reproduction without further preparation;
(c) final proofreading — cost of correcting errors in approved Deliverables falls on Client;
(d) ensuring Client Content is accurate, legal, and conforms to industry standards.
6. PORTFOLIO, LOGO, AND PROMOTIONAL USE6.1 License Grant to Company. Client grants Company a perpetual, worldwide, royalty-free, non-exclusive, sublicensable license to:
(a) use Client's company name, logo, trademarks, and brand marks to identify Client as a Company client;
(b) display, reproduce, and distribute the Final Deliverables and, at Company's sole discretion, any Preliminary Works produced in connection with the engagement (whether or not delivered to Client), in Company's portfolio, website, case studies, sales and pitch materials, social media, award submissions, press releases, and industry publications; and
(c) describe Company's role in the engagement and nature of Services, with attribution to Client.
Company may sublicense these rights to PR agencies, award platforms, publishers, event organizers, and subcontractors. License survives termination, cancellation, refund, or dispute.
6.2 Mutual Promotion. Either Party, subject to the other's reasonable approval, may describe its role and include a link to the other Party's website.
6.3 Client Opt-Out Options. Client may request attribution removal, delayed display, stealth deployment, or white-label execution subject to Appendix I fees. Requests must be in writing, take effect within 30 business days of payment, and do not reverse material already published.
6.4 Client Warranty. Client agrees to provide logo and brand guidelines in a usable format (vector or high-res raster) on Company's request, and represents it has the rights to grant the §6.1 license.
6.5 Non-Circumvention. Client agrees not to (a) bypass, circumvent, or replicate Company's proprietary tools, workflows, methodologies, or frameworks, or (b) engage/solicit any Company subcontractor, consultant, Design Agent, or employee to perform similar services outside this Agreement without Company's prior written consent.
On breach: (a) Company entitled to immediate injunctive and equitable relief in any competent court under §12.5 without bond; and (b) actual damages — lost profits, retraining/replacement cost, reasonable legal fees — through arbitration. For hiring a Company employee or Design Agent, the §8.3 liquidated damages formula applies exclusively for that conduct.
6.6 AI and Automation Disclosure. Company may employ AI-powered tools, automation workflows, or design assistance systems. All outputs reviewed by Company's human creative team. No third-party automation tools used for personal data processing unless covered under the Data Processing Agreement (Appendix M). No generative AI for client-facing Deliverables unless stated in scope.
6.7 Ownership and Reuse Restrictions. Drafts, intermediate versions, and AI-assisted components remain Company property and may not be reused outside agreed Deliverables without written permission. Use of automation/AI does not constitute joint authorship.
7. CONFIDENTIAL INFORMATIONEach Party shall hold in strict confidence all Confidential Information (including Preliminary Works), shall not disclose it to third parties, and shall not use it except to perform obligations under the Project Order, unless required by court or governmental authority. Excludes: public domain information; info publicly known through no fault of receiving Party; info properly received from a third party without obligation. See Appendix D for extended NDA.
8. RELATIONSHIP OF THE PARTIES8.1 Company provides Services under Client's general direction, but determines manner and means. No partnership or joint venture; neither Party is agent.
8.2 Company Agents. Company may engage third-party designers or service providers as independent contractors ("Design Agents"). Company remains fully responsible for their compliance.
8.3 No Solicitation. During term + 12 months after: Client shall not solicit, recruit, employ, or retain any Company employee or Design Agent. If violated, Client pays the greater of (a) 25% of first-year compensation, or (b) 25% of fees paid to the person as contractor. Payment under (a) due within 30 days of employment start; under (b) at end of each month services performed. This is liquidated damages, not a penalty — a genuine pre-estimate of loss under UAE Art. 390 (and corresponding common-law principles per Restatement (Second) of Contracts § 356).
Application to California-domiciled Clients. California Business & Professions Code §16600 voids most agreements that restrain a person from engaging in a lawful profession. The Parties intend §8.3 to operate only as a no-poaching restriction between two business entities, not a restraint on any individual employee's freedom. For California-domiciled Clients: (a) §8.3 applies only to active solicitation, recruitment, or hiring overture initiated by Client (not general advertisements not specifically targeting Company personnel, unsolicited responses to such advertisements, or personnel who initiate contact themselves); (b) the liquidated damages are limited to the lesser of the formula above or Company's documented actual cost of recruiting/training a replacement; (c) any provision held to violate §16600 is severable per §12.6 without affecting the remainder.
8.4 No Exclusivity. Non-exclusive relationship. Both Parties free to engage others.
8.5 Misconduct. Company may suspend or terminate without refund for abusive behavior, harassment, threats, defamatory public conduct, or repeated bad-faith conduct.
9. WARRANTIES AND REPRESENTATIONS9.1 By Client. Client represents that: (a) Client owns or has authority to use the Client Content; (b) Client Content is accurate, legal, does not infringe; (c) Client will comply with Third-Party Materials license terms; (d) Client complies with all laws. Copyright takedown requests concerning any content hosted by or accessible through Company's website shall be submitted exclusively through the DMCA Policy at ttgcreatives.com/legal/dmca.
9.2 By Company.
(a) Company will provide Services in a professional and workmanlike manner consistent with reasonable professional standards.
(b) Company represents that: (i) Final Deliverables are original work of Company or its contractors, except Third-Party Materials and Client Content; (ii) Company has necessary rights from contractors to grant the §14 license; (iii) to Company's knowledge, Final Works don't infringe third parties. If Client modifies or misuses Deliverables, all warranties void.
(c) Except as stated, Company disclaims all warranties, express or implied, including merchantability and fitness for a particular purpose. No warranty for Deliverables modified by Client or third parties after completion.
10. INDEMNIFICATION, LIABILITY, DISCLAIMER10.1 By Client. Client indemnifies Company from third-party claims arising out of Client's breach, subject to prompt written notice, Client's control of defense and settlement, and Company's reasonable assistance (with expense reimbursement).
10.2 By Company. Company indemnifies Client from breaches of its reps and warranties, except gross negligence or misconduct of Client, subject to prompt notice, Company's control of defense, and Client's assistance. No indemnification for Client Content, unauthorized content, improper/illegal use, or Client's failure to maintain Deliverables.
10.3 Settlement Approval. No settlement without the indemnified Party's written consent.
10.4 Limitation of Liability. Company's maximum aggregate liability is capped at the total amount received for the specific Project Order under dispute. No liability for indirect, incidental, special, consequential, exemplary, or punitive damages.
10.5 "As Is." Services and work product sold "as is" except as warranted in §9.
10.6 Third-Party Platforms. Company not responsible for third-party platform behavior, plugin compatibility, or downtime on client-hosted systems unless in maintenance contract.
10.7 Remedies for IP Breach. For breach of §14, Appendix A, or §6.5 (unauthorized extraction, reverse engineering, redistribution, sublicensing, resale of Final Deliverables, Preliminary Works, Company Tools, or Working Files):
(a) Injunctive relief. Immediate injunctive and equitable relief in any competent court per §12.5, without bond.
(b) Liquidated damages (at Company's election, in lieu of actual):
Breach categoryLiquidated damages
Use of Final Deliverables before full payment (license not yet vested)Remaining unpaid balance + 25% surcharge
Unauthorized extraction/redistribution of embedded components (fonts, stock, code, templates)USD $10,000 or 2× Project Order value, whichever is lower, capped at USD $50,000
Reverse engineering or unauthorized sublicensing of Company ToolsUSD $15,000 or 2× Project Order value, whichever is lower, capped at USD $75,000
Unauthorized resale or commercial redistribution of Final DeliverablesUSD $20,000 or 3× Project Order value, whichever is lower, capped at USD $100,000
(c) Actual damages (at Company's election, in lieu of (b)): actual damages, lost licensing revenue, enforcement costs, reasonable legal fees.
The Parties have negotiated the amounts in (b) as genuine pre-estimates of loss. Company elects between (b) and (c) before or during arbitration, may not recover both. Survives termination.
10.8 Language. Agreement drafted in English. If translation provided, English governs.
11. TERM AND TERMINATION11.1 Term. Commences on Effective Date, effective until terminated per this Agreement.
11.2 Termination for Cause. Either Party may terminate for cause if the other materially breaches and fails to cure within 10 business days of written notice. Material breach by Company limited to: failure to deliver a Milestone/Deliverable beyond 30 business days from committed timeline (not caused by Client); failure to perform Scope despite two formal notices in rolling 60-day window; unauthorized disclosure of Client Confidential Information. Client must exhaust Appendix K before cause-based termination.
11.3 Termination for Convenience by Client — Project Orders. Upon convenience termination of a Project Order, Client pays the greater of (a) advance payment, (b) prorated fees due, or (c) hourly fees for work performed; plus Expenses, fees, out-of-pockets, and Additional Costs; plus early termination fee of 5% of remaining unbilled project fee. Acceptance Fee not refundable. Appendix A / §14 not effective; no Deliverable use rights without written consent from Company post-termination.
11.3A Termination for Convenience — Annual Commitment and Lock-In Retainers. Where Client is on an Annual Commitment subscription or a lock-in retainer with a fixed multi-month term, an Early Termination Fee applies if:
(i) Client terminates or otherwise exits the Annual Commitment or lock-in retainer before the end of the current term for any reason other than Company's material breach under §11.2; or
(ii) Client gives less than the required non-renewal notice (90 days for Annual Commitment subscriptions, or as specified in a Project Order for a lock-in retainer) and elects not to continue into the next term.
Amount. The Early Termination Fee equals three (3) months of the applicable Monthly Commitment price, or the total remaining unbilled fees in the current commitment term, whichever is less. The Monthly Commitment price is the rate that would have applied to the same plan on a month-to-month basis. The fee is in addition to amounts owed for Services rendered through the termination date and any outstanding Expenses or Additional Costs.
Rationale. The Parties acknowledge that (a) Annual/lock-in pricing is extended in reliance on Client's commitment — breaking it forces Company to reallocate capacity, demobilize dedicated staff, and absorb the unrecovered portion of the discount; (b) three (3) months mirrors the non-renewal notice period Client would otherwise have been required to give, plus reasonable demobilization; (c) using the Monthly rate naturally recovers the discount value; (d) the cap ensures the fee is proportional and never exceeds what Client would have paid by completing the term. These amounts are liquidated damages, not a penalty, under UAE Civil Transactions Law Article 390. The Acceptance Fee in §3.1A is not refundable. Upon payment, the commitment ends and no further billing occurs under that plan.
11.4 Termination for Convenience by Company or For Cause by Client. Upon full payment, Company grants Client such rights as provided in §14 and Appendix A for accepted Deliverables as of termination.
11.5 Consequences of Termination. (a) Each Party returns or destroys Confidential Information on request; (b) rights and obligations survive to enforce: outstanding payments; IP ownership and usage; confidentiality; non-solicitation; indemnification and liability limits; portfolio/logo/promotional use license under §6.1.
12. GENERAL12.1 Modification / Waiver. Modification only in writing signed by both Parties, except email-authorized expenses for time-sensitive costs. Failure to enforce not a waiver.
12.2 Notices. Overnight courier to signature block addresses with email copy. International Client may use formal email from any verified address. Each Party determines notarization needs under local law.
Company address: Through The Glass Creatives Global – FZCO, Building A1, Dubai Digital Park, Dubai Silicon Oasis, Dubai, UAE. Email: legal@ttgcreatives.com.
12.3 No Assignment. No assignment without prior written consent, except in transfer or sale of the assigning Party's business.
12.4 Force Majeure. Neither Party is in breach for non-performance (other than payment) due to fire, earthquake, flood, severe weather, labor dispute, war, terrorism, riot, death/illness/incapacity, pandemic, or governmental order. Prompt notice and schedule revisions required. 60+ days of Force Majeure permits either Party to terminate the affected Project Order, subject to Client's payment for work performed.
12.5 Governing Law and Dispute Resolution. Governed by UAE law.
(a) Pre-arbitration escalation. Good-faith resolution via Appendix K first. If unresolved within 15 business days, dispute proceeds under (b) or (c).
(b) Tier 1 — Small-Claims Track (claims under USD $25,000).
At Client's election (within 15 business days of dispute notice): finally resolved by binding arbitration administered by the American Arbitration Association (AAA) under Commercial Arbitration Rules and Expedited Procedures, sole arbitrator, conducted by videoconference or in-person at a neutral US location. UAE substantive law applies; AAA procedural rules apply.
Absent timely Client election: the matter proceeds under (c).
At Company's election: in lieu of (i) or (c), Tier 1 disputes may alternatively be resolved through online dispute resolution platforms or small-claims-style arbitration mutually agreed upon.
The Tier 1 mechanism is provided to ensure proportionate dispute-resolution cost relative to the amount in controversy, satisfying the doctrine of forum-non-conveniens fairness for cross-border B2B contracts (per M/S Bremen v. Zapata Off-Shore Co., 407 U.S. 1 (1972), and progeny).
(c) Tier 2 — DIAC Arbitration (claims of USD $25,000+, or where Tier 1 not elected). Binding arbitration administered by the Dubai International Arbitration Centre (DIAC) under DIAC Arbitration Rules:
Seat: Dubai, UAE
Language: English
Number of Arbitrators: One (1)
Rules: DIAC Arbitration Rules
Jurisdictional Consent: Client irrevocably consents to UAE courts for enforcement of any arbitral award.
(d) Injunctive Relief and Provisional Remedies. Either Party may seek urgent injunctive/equitable relief and provisional remedies in any court of competent jurisdiction to protect IP, confidentiality, or enforce payment, without waiving arbitration.
(e) Costs and Fees. Prevailing Party recovers reasonable legal and administrative costs (including arbitrator fees and reasonable attorneys' fees), subject to arbitrator's discretion.
(f) No Class or Representative Actions. All disputes resolved on an individual basis. The Parties waive participation in class or collective proceedings, except where unenforceable under applicable law.
12.6 Severability. Invalid provisions severed; remainder remains in effect; replacement closest to Parties' intent.
12.7 Headings. For convenience only; no legal effect on interpretation.
12.8 Integration and Order of Precedence. This Agreement, Appendices, executed Project Order, Change Order, and addenda comprise entire understanding. Order of precedence, high to low:
A Change Order or written addendum signed by both Parties after the Effective Date, as to its specific subject matter.
The Project Order, as to Fees, scope of Services, Deliverables, timeline, payment schedule.
The Appendices.
This Basic Terms and Conditions document (§§1–15).
For all other subject matter (IP, liability, indemnity, confidentiality, disputes, governing law, termination, remedies), the Basic Terms and Conditions prevails over the Project Order.
12.9 Digital Acceptance. Digital approvals via dashboards, email, intake forms, e-signatures, click-through, or payment checkouts are binding and equivalent to written signature.
12.10 Authority. Each signatory represents authority to bind its Party. If authority was lacking, the other Party may (i) declare this Agreement voidable as to the unauthorized execution, or (ii) seek ratification. Non-misrepresenting Party may recover fees for reasonably relied-on work.
12.11 Export Compliance. Client complies with export/technology transfer laws in both jurisdictions. No transfer, export, or access to restricted Deliverables without appropriate licenses.
12.12 Surviving Sections. §1 (Definitions), §3 (Fees), §6 (Portfolio), §7 (Confidentiality), §8.3 (No Solicitation), §9 (Warranties), §10 (Indemnity/Limitation), §11 (Termination), §12 (General), §14 (License), Appendix A, Appendix D, Appendix M.
13. SIGNATURES13.1 By execution below or digital acceptance under §15, Parties agree to all terms. Each signatory represents full authority to bind its Party.
13.2 Electronic Execution. Electronic or digital execution (online form acceptance, click-through, e-signature platform) is equivalent to a physical signature and fully enforceable under UAE Federal Decree-Law No. 46 of 2021.
13.3 Notarization (International Clients). If Client requires notarization, Company may at its sole discretion (a) provide a notarized hard copy signed in UAE and delivered by certified international courier, or (b) provide a remotely notarized copy via recognized platform. Minimum admin fee USD $250 plus any notarial, courier, apostille, or consular legalization costs. Client is responsible for determining notarization requirements.
14. INTELLECTUAL PROPERTY LICENSE14.1 License Grant. Conditional upon full payment of all Fees, Expenses, Additional Costs, Change Orders, and Taxes, Company grants Client a perpetual, worldwide, royalty-free, non-exclusive license to use, reproduce, distribute, publicly display, and publicly perform the Final Deliverables for Client's commercial and promotional purposes consistent with the Project Order.
14.2 Scope of License. Extends only to the Final Deliverables as a whole. Client acquires no rights in:
(a) Preliminary Works, drafts, concept explorations, rejected alternates;
(b) Company Tools (source code, templates, frameworks, workflows, methodologies);
(c) Third-Party Materials (governed by respective licensors' terms);
(d) Working Files, backend systems, CMS dashboards, raw exports, editable source layers — unless separately purchased under Appendix A §1.1; or
(e) individual creative components embedded in Final Deliverables (fonts, stock media, effects, code snippets, design system elements) — may not be extracted, sublicensed, resold, or redistributed separately.
14.3 Sublicensing and Successors. License is non-sublicensable except Client may sublicense to publishers, web hosting, and ISP to the extent necessary to host/display. Binds successors by merger, acquisition, or sale of substantially all assets, provided successor is bound in writing.
14.4 Trademarks. Trademarks designed by Company are assigned to Client upon full payment and acceptance. Client assumes sole responsibility for trademark search, registration, enforcement, use in commerce.
14.5 Company's Reserved Rights. Company retains all right, title, interest in Preliminary Works, Company Tools, Working Files, intermediate drafts, AI-assisted components, and all Copyrights therein. Company's rights under §6 and §6.5 expressly preserved.
14.6 Effect of Non-Payment. No license arises, and any use of Final Deliverables by Client is unauthorized, until Company has received full payment. Withholding, set-off, or chargeback in breach of §3.5 suspends the license until cured.
15. ACCEPTANCE OF THIS AGREEMENT15.1 Version and Availability. Current version at ttgcreatives.com/msa/v2.0. Prior versions archived at ttgcreatives.com/msa/archive/. References to "this Agreement" refer to the version accepted, identified by version number and SHA-256 hash in the acceptance record.
15.1A Related Public Documents. The following documents govern Client's use of the website and complement this Agreement, incorporated by reference only to the extent stated:
Privacy Policy — ttgcreatives.com/legal/privacy-policy — Company's collection and use of personal data as Data Controller. Processor obligations when Company handles Client's data governed by Appendix M.
Website Terms of Service — ttgcreatives.com/legal/terms-and-conditions — general website use. Does not govern paid services under this Agreement; this Agreement prevails in conflict.
DMCA Policy — ttgcreatives.com/legal/dmca — exclusive procedure for copyright takedown notices and counter-notices regarding content hosted by or accessible through Company's website.
15.2 Methods of Acceptance. Client may accept by:
(a) click-through acceptance at Company's online checkout, including three-step acknowledgment and payment of Acceptance Fee;
(b) countersignature via a recognized e-signature platform (DocuSign or equivalent); or
(c) wet-ink signature on printed copy delivered by courier.
Each is equivalent to a handwritten signature under UAE Federal Decree-Law No. 46 of 2021.
15.3 Acceptance Record. Upon acceptance, Company records: Client legal entity name, billing address, signatory name and title, verified email, IP address, user agent, timestamp (UTC), session ID, Stripe payment intent (if applicable), SHA-256 hash of accepted version, and state of each acknowledgment checkbox. Copy of accepted Agreement plus record emailed to Client immediately. Admissible as conclusive evidence of acceptance under §12.5.
15.4 Material Changes. Company may update this Agreement. Material changes: 30 days' advance written notice by email and dashboard, renewed acceptance required. Non-material/typographical corrections published without renewed acceptance, with version change notice.
THROUGH THE GLASS CREATIVES GLOBAL – FZCO
By: __________________________ Name: __________________________
Title: __________________________ Date: __________________________
CLIENT
By: __________________________ Name: __________________________
Title: __________________________ Date: __________________________
APPENDICESApp.Title
AIntellectual Property Ownership & Licensing Terms
BScope of Services, Subscriptions, and Tier Details
CMedia Release & Attribution Consent Forms
DMutual Non-Disclosure Agreement (NDA)
EGlossary of Key Terms and Definitions
FPayment Method Authorization & Billing Agreement
GAcceptable Use Policy
HChange Order Template
IWhite-Label, Attribution & Stealth Mode Licensing Options
JSignature Authority Verification
KRefund & Dispute Escalation SOP
LClient Education & Project Expectations Addendum
MData Processing Agreement (DPA)
NEmergency Contact & Escalation Chain
OSubcontractor & Third-Party Asset Disclosure
PTechnology Stack & Asset Access Disclaimer
APPENDIX A: INTELLECTUAL PROPERTY PROVISIONS1. Rights in the Final Deliverables1.1 Final Works. Client's rights in Final Deliverables are governed exclusively by the license in §14. No assignment of Copyright, moral rights, or other proprietary rights in Final Works, Preliminary Works, Company Tools, or Working Files, except (a) trademark assignment in §14.4 and (b) any express written assignment signed by Company, priced separately.
Working Files, backend files, source files not included by default. Company may release specific files upon written request, subject to a Working File Release Fee and Client being current on payments.
1.2 Trademarks. Client is solely responsible for trademark non-infringement and indemnifies Company for trademark claims.
1.3 Client Content. Remains Client's property. Client grants Company a nonexclusive, non-transferable license to use the Client Content in performance of Services and authorized promotional use under §6.
1.4 Third-Party Materials. Owned by respective third parties. Company informs Client of Third-Party Materials Client may need to license. Client indemnifies Company from claims from failure to obtain required permissions.
1.5 Storage. Company stores Deliverables up to 60 days after final delivery. Long-term storage may incur fees.
1.6 Preliminary Works and Intermediate Versions. Sole IP of Company; no reuse or claim without explicit written assignment.
2. Rights Reserved to Company2.1 Preliminary Works / Working Files. Company retains all proprietary rights. Client returns within 30 days of Services completion. Component licenses in Working Files not transferable without written purchase.
2.1.1 Source files, raw exports, editable layers, backend systems, CMS dashboards, production environments remain hosted on Company's servers unless otherwise agreed and paid for separately.
2.2 Original Artwork. Company retains ownership in original artwork; Client returns within 30 days of completion.
2.3 Company Tools. Owned solely by Company. Company grants Client a nonexclusive, nontransferable (except sublicense to publishers, web hosting, ISP), perpetual, worldwide license to use Tools solely with Final Deliverables for the Project. Client may not decompile, reverse engineer, disassemble, or modify Company Tools.
2.4 Ownership Pending Payment. All original creative work remains Company's IP until the §14 license vests on full payment. No transfer absent express written assignment by Company.
APPENDIX B: SCOPE, TIMELINE, AND DELIVERABLESGoverns all types of services — one-time, bundled packages, or recurring subscriptions.
Company offers Subscription Packages at the website or via approved proposals. Each Package has defined deliverables, usage limits, turnaround timelines, and access guidelines. Custom packages via separate proposal or Project Order.
1. Non-Refundable Policy. Subscription Packages non-refundable on purchase, except as provided in §3.1C. Failure to use entitlements within term does not entitle refunds, extensions, or rollover.
(a) Acceptance Fee non-refundable as it covers advance scheduling, strategy, and resource allocation, except under §3.1C.
2. Service Access & Limits. Each plan has inclusions and usage caps. Exceeding requires upgrade, additional Package, or custom Project Order. Bulk/automation abuse may result in account review, suspension, or termination.
3. Priority Scheduling. Active subscribers get priority, subject to published lead times, intake form submission, and approval timelines.
4. Subscription Plan Updates. Company may update, restructure, or retire Packages anytime. Upgrades/switches via updated checkout or revised agreement. Downgrades take effect after current billing cycle.
5. Project Changes and Approvals. Changes via official channels, formally approved in writing. Digitally executed Change Orders are binding. Custom services non-refundable once approved and paid.
6. Commitment Term, Renewal, and Cancellation.
(a) Commitment Tiers. Subscription Packages offered in two Commitment Term tiers, selected at checkout and recorded in acceptance record and Client dashboard:
(i) Monthly Commitment. Billed monthly at the "month-to-month" price. Initial term 30 days, auto-renews every 30 days until cancelled.
(ii) Annual Commitment. Billed monthly or annually at the lower "annual" price in exchange for a 12-month initial term. Auto-renews for successive 12-month terms unless either Party provides at least 90 days' written notice of non-renewal before end of current term.
This Agreement applies to both tiers. Only pricing, initial term length, and cancellation notice differ. The pricing differential is disclosed on Company's plan pages; Annual pricing is in consideration of the 12-month commitment.
(b) Upgrade from Monthly to Annual. Client may upgrade anytime via dashboard or written request. Takes effect on next billing cycle, applies Annual price, starts new 12-month term. No renewed acceptance or new agreement required; this Agreement continues to govern, and the updated Commitment Term is reflected in the acceptance record.
(c) Downgrade from Annual to Monthly. Only at the end of the current 12-month term via the 90-day non-renewal notice. Mid-term downgrade = early termination under §11.3A.
(d) Plan-Level Changes. Changes in plan scope (Starter/Growth/Scale) are separate from Commitment Term changes and apply at next billing cycle at then-current rates.
(e) Cancellation.
Monthly Commitment: cancel in dashboard or email support@ttgcreatives.com at least 5 business days before next billing date. Takes effect end of current cycle.
Annual Commitment: to prevent automatic renewal, written notice to support@ttgcreatives.com at least 90 days before end of term. Timely notice: at Client's election, (i) convert to Monthly Commitment on renewal date, or (ii) terminate on renewal date. Late notice: auto-renews for another 12-month term at then-current Annual rate.
(f) Authorization to Charge. Client authorizes Company or its payment processor to charge the stored payment method at each billing cycle per the selected Commitment Tier.
(g) Non-Refundability and Early Termination. Once billing cycle started, no refunds or credit transfers for the current cycle, except on Company non-performance under §3.1C. Early termination of Annual Commitment governed by §11.3A.
(h) No Carry-Over. Unused entitlements don't roll over unless expressly granted in writing.
APPENDIX C: MEDIA RELEASE & ATTRIBUTION CONSENTC.1 Client Entity Release (for work product)Client Company: _______________________
Client authorizes Company and its affiliates/licensees to use visual, written, audio, or strategic creative materials prepared and delivered to Client as part of the engagement, for showcasing creative expertise, brand case studies, and portfolio promotion. Includes Client-approved Deliverables (logos, brand documents, presentations, websites) in Company's public-facing portfolio, unless Client has purchased Non-Attribution or Stealth Mode under Appendix I.
Authorized Representative / Title / Email / Date / Signature.
C.2 Individual Appearance Release (optional — for filmed/photographed individuals only)For good and valuable consideration, individual authorizes Company to make use of their appearance. Producer may tape, photograph, record voice/sounds. Producer is exclusive owner of results with right to use, license, reproduce in any medium, in perpetuity. Individual may not assert claim against Company related to the permissions. Individual waives right of inspection or approval.
Individual Name / Address / Email / Phone / Date / Signature.
APPENDIX D: MUTUAL NON-DISCLOSURE AGREEMENTReceiving Party bound for 3 years after termination or expiration of this Agreement unless extended.
1. Definition. Disclosing Party may disclose computer programs, code, algorithms, know-how, formulas, processes, ideas, inventions, technical/business/financial/product development plans, forecasts, strategies, and info ("Proprietary Information"). Protected if (a) marked confidential in tangible form, (b) identified as Proprietary, or (c) by nature/circumstances reasonably understood to be confidential.
2. Protection. Receiving Party (i) uses same care as for own Proprietary Info of similar importance (no less than reasonable); (ii) uses only to perform under Agreement; (iii) does not disclose except to employees/contractors with need-to-know bound by written confidentiality.
3. Permitted Disclosures. To legal/financial advisers under confidentiality. Required-by-law disclosures with prior notice and protective-treatment efforts.
4. Exclusions. Info that (i) was already known prior to receipt, (ii) was rightfully disclosed by another without restriction, or (iii) was independently developed.
5. Return of Information. Upon request, return all Proprietary Info and destroy all copies.
6. Equitable Remedies. No adequate remedy at law for breach; Disclosing Party entitled to equitable relief in addition to legal remedies. Receiving Party notifies immediately upon unauthorized release.
7. No Implied Rights. No IP rights acquired except limited right to use as expressly permitted.
8. No Warranties. No warranties of any kind on Proprietary Info. Neither Party liable for damages from defects in Proprietary Info.
9. Governing Law and Dispute Resolution. UAE law. Disputes follow §12.5 of the Agreement, DIAC arbitration, Dubai courts for enforcement. Urgent injunctive relief available in any competent court.
10. Severability. Invalid provisions severable.
11. Entire Agreement. NDA + Master Agreement = entire understanding on confidentiality.
12. Execution. Electronic/digital execution equivalent to physical signature. NDA deemed executed in UAE.
APPENDIX E: KEY TERMS GLOSSARYAcceptance Fee — 30% fee securing project slot, covering resourcing. Non-refundable except on Company non-performance (§3.1C).
Abandonment — 21+ consecutive calendar days of non-response (§4.5(c)).
Change Order — Written request modifying scope, timeline, or deliverables.
Deliverables — Agreed files/outputs/results provided at milestone completion.
Effective Date — Date of last signature or digital acceptance.
Intellectual Property (IP) — Creative, strategic, or technical materials; rights governed by §14 and Appendix A.
Non-Solicitation — 12-month post-engagement restriction on hiring Company personnel.
Promptly — Within 3 business days.
Scope Creep — Unauthorized expansion beyond agreed Deliverables. Minor revisions are not scope creep unless accumulating materially.
Stealth Mode — Appendix I tier where Company doesn't showcase/reference/submit the project.
Working Files — Source files, editable components, backend environments; not in Deliverables unless specified.
APPENDIX F: PAYMENT METHOD AUTHORIZATION FORMForm authorizing Company to charge Client's payment method for subscriptions and/or project fees.
Client Name / Email / Company Name / Billing Address.
Payment Method: Credit/Debit Card / E-wallet / Bank Transfer.
Cardholder / Last 4 Digits / Issuing Bank.
Authorization to charge for: Subscription fees (recurring), one-time project fees/downpayments/change orders, auto-renewals unless cancelled.
Client understands fees are non-refundable except §3.1C and that failure to notify of payment-method changes may cause service suspension.
Signature / Date.
APPENDIX G: ACCEPTABLE USE GUIDELINESGood Faith Use — consistent with selected subscription tier.
No Bulk Abuse — no large batches/excessive revisions manipulating beyond fair use.
No Automation Loopholes — no AI, bots, or third-party agents to auto-generate, bypass, or flood pipelines.
Respect Project Limits — no exceeding without upgrade or add-on.
No Reverse Engineering — no decompile, reverse engineer, or misuse proprietary tools.
Collaborative Conduct — respectful, timely, constructive communication.
Suspension Rights — Company may temporarily pause or permanently terminate for violations.
APPENDIX H: CHANGE ORDER TEMPLATEChange Order No. / Related Project Order No. / Client.
Nature: Scope Expansion / Timeline Extension / Additional Resources / Budget Adjustment.
Description.
Impact on Timeline (+ days) / Impact on Fees (+ PHP/USD/AED).
Approved By: Client + Date, Company + Date.
Signatory authority representation; Company may void under §12.10 and seek compensation for reliance work.
APPENDIX I: WHITE-LABEL & NON-ATTRIBUTION LICENSING OPTIONSLicense TypeDescriptionFees
Non-AttributionCompany name/logo/credit line removedUSD $1,350
Stealth ModeExcluded from portfolio, PR, awardsUSD $2,700
Portfolio Postponement (2 months)Public display delayed up to 2 monthsUSD $350
Portfolio Postponement (3–6 months)Public display delayed 3–6 monthsUSD $700
Portfolio Postponement (6–12 months)Public display delayed 6–12 monthsUSD $1,250
White-Label (Basic)Full rebranding, use in Client's brand/platformUSD $15,000
White-Label + SaaS UseReuse/resale inside a SaaS platform, multiple tenantsUSD $25,000+
White-Label + Resale RightsResellable creative assets, templates, frameworksUSD $30,000+
Attribution Revocation (Post-Completion)Removal of credits after completion (rebranding/acquisition)USD $1,350
Company may deny white-label licensing to direct competitors or entities in the same vertical unless agreed. Stealth/white-label requests within 14 days of signing. Post-completion removal requests in writing, honored within 30 business days of full payment.
APPENDIX J: SIGNATURE AUTHORITY VERIFICATIONThe undersigned affirms authority to enter binding agreements on behalf of the Client. If found otherwise, Company's §12.10 rights apply.
Client Company Name / Authorized Representative / Title / Signature / Date.
APPENDIX K: REFUND & DISPUTE ESCALATION SOPStep 1: Informal Notice. Client emails support@ttgcreatives.com and legal@ttgcreatives.com with explanation + designated dispute form.
Step 2: Team Review (within 3 business days).
Step 3: Mediation Offer (optional).
Step 4: Arbitration (mandatory if 1–3 fail, binding per §12.5 after 15 business days without resolution).
Final Outcome. Refunds (if applicable) prorated based on work done and unrecoverable costs per §3.1C. Refund requests after abandonment or based solely on dissatisfaction with creative direction (after approvals) are not valid grounds for financial reversal.
APPENDIX L: CLIENT EDUCATION & PROJECT EXPECTATIONS ADDENDUMIncluded Deliverables — per Appendix B.
Not Included — revisions beyond stated, core direction changes, requests outside package.
Approvals — final and binding once written/digital approval given on a milestone.
Change Orders — formal scope change may trigger revised timeline and separate billing.
Communication — Client responds within 3 business days; Company may pause per §4.5.
Primary Data Protection Framework: UAE PDPL / Philippine DPA / GDPR / Other.
APPENDIX M: DATA PROCESSING AGREEMENT (DPA)Purpose. Operates as DPA between Client (Controller) and Company (Processor) where Services involve processing personal data of Client's customers, users, employees, or other data subjects ("Client Personal Data"). Satisfies GDPR Article 28, UAE PDPL Article 23, Philippines DPA § 20.
Company's processing as Controller (Client signatory, billing contact, website visitor) is governed by Privacy Policy at ttgcreatives.com/legal/privacy-policy.
1. Scope and Roles. Applies only to Company's processing of Client Personal Data under a Project Order. Client is Controller; Company is Processor acting on documented instructions.
2. Subject Matter and Duration. Processing necessary to perform the Services per Project Order. Duration: Project Order term plus reasonable period for return/deletion per §7. Types of data and categories of data subjects identified in Project Order or intake.
3. Processor Obligations. Company shall: (a) process only on documented instructions; (b) ensure personnel under confidentiality; (c) implement appropriate technical and organizational security measures; (d) not engage a sub-processor without Client's authorization (Client generally authorizes categories in Appendix O; sub-processors bound no less protectively); (e) assist with data-subject rights requests, breach notification, DPIAs, and supervisory consultations; (f) notify Client within 72 hours of a breach affecting Client Personal Data; (g) make info available to demonstrate compliance and contribute to audits (reasonable notice, confidentiality, cost-sharing unless audit is authority-mandated or breach-triggered).
4. Client Obligations. Client shall (a) have a valid legal basis for processing and for instructing Company; (b) provide required notices/consents to data subjects; (c) not instruct unlawful processing; (d) indemnify Company for claims from Client's non-compliance.
5. International Transfers. Where required, Company relies on SCCs, adequacy findings, or other lawful mechanisms. Mechanisms listed in Privacy Policy or on request.
6. Data Subject Rights. Company promptly notifies Client of any direct data-subject request; does not respond except on documented instruction or as required by law.
7. Return or Deletion of Data. At Client's election, delete or return Client Personal Data after Services end; delete copies; written confirmation of deletion on request.
8. Liability. Subject to §10.4, except no limitation shall limit liability to data subjects or supervisory authorities where prohibited by law.
9. HIPAA — Protected Health Information.
9.1 Default rule — PHI is prohibited. Company is not, by default, a HIPAA Business Associate. Where Client is a HIPAA Covered Entity (per 45 C.F.R. §160.103) or otherwise creates, receives, maintains, or transmits Protected Health Information (PHI), Client shall not route PHI through Company unless and until a Business Associate Agreement (BAA) has been executed in writing.
This prohibition extends to: patient-identifying photos (including before-and-after photos with identifiers), medical records, lab/test results, intake forms with health information, appointment data linked to health conditions, and any other identifier+health-info combination constituting PHI.
9.2 Execution of a BAA — HIPAA-Compliant Engagement Premium applies. Where the engagement requires PHI processing, the Parties shall, at Company's discretion, execute Company's standard BAA (request at legal@ttgcreatives.com), which conforms to 45 C.F.R. §§164.502–164.504, 164.314, 164.504(e); imposes Security Rule safeguards; requires sub-Business-Associate BAAs; includes 60-day breach-notification per §164.410; and conforms to applicable state-level health-data laws (Washington MHMDA, Nevada Consumer Health Data Privacy Act, Connecticut Consumer Health Data Law).
HIPAA-Compliant Engagement Premium. Engagements requiring a BAA are priced as a separate, premium service tier. The premium reflects substantially increased compliance, infrastructure, audit, training, indemnification, and breach-response obligations (enhanced access controls, segregated PHI storage, periodic Security Rule assessments, designated HIPAA-trained personnel, sub-BA management, breach-notification readiness). Quoted per-engagement at the time of BAA negotiation, in addition to standard Project Order or Subscription fees. HIPAA-compliant engagements are priced materially higher than equivalent non-PHI engagements. Company may decline any engagement where the proposed scope or fee is not commercially reasonable for the HIPAA compliance involved.
9.3 Inadvertent transmission. If Client transmits PHI without a BAA, Company: (a) notifies Client immediately; (b) contains or deletes the PHI per Client's instruction (or absent instruction within 5 business days, securely deletes with confirmation); (c) documents the incident; (d) considers whether it constitutes a "breach" under 45 C.F.R. §164.402 and notifies Client and regulators as required. Client indemnifies Company for any cost, damage, regulatory penalty, or claim from PHI transmission without an executed BAA (excluding Company's gross negligence or willful misconduct).
9.4 Other healthcare laws and consumer health data. For Services involving consumer health data under Washington MHMDA, Nevada SB 370, or Connecticut SB 3, Company addresses comparable safeguards via executed addenda (geofencing prohibitions, consumer consent forms, consumer rights pass-through).
9.5 Survival. This §9 survives termination.
10. Contact. DPO: legal@ttgcreatives.com. General privacy: see Privacy Policy. HIPAA-related requests (BAA, PHI incident, consumer health data questions): subject line "HIPAA — [type of request]".
APPENDIX N: EMERGENCY CONTACT & ESCALATION CHAINClient Emergency Contact: Primary / Role / Mobile / Email.
Company Emergency Contacts:
Support: support@ttgcreatives.com
Operations Manager: operations@ttgcreatives.com
Legal Officer: legal@ttgcreatives.com
Executive Contact (urgent only): mherie@ttgcreatives.com
Escalation Process:
Initial: Client Success Rep or Project Manager.
Level 1: Operations (response within 2 business days).
Level 2: Legal & Compliance (within 3 business days).
Level 3: Executive Review (5–7 business days).
Urgent issues: potential legal breaches, reputational risks, payment/fraud concerns. Other issues follow standard ticketing.
APPENDIX O: SUBCONTRACTOR & THIRD-PARTY ASSET DISCLOSURE1. Use of Subcontractors. Company may assign independent contractors, partner agencies, or freelance consultants. All bound by NDAs, prohibited from external data sharing, contractually obligated to transfer work rights to Company.
2. Known Third-Party Tools/Platforms/Assets:
Creative Suite: Adobe, Canva Pro
Automation: Zapier, Make, Airtable
CMS: WordPress, Webflow, Notion
Fonts: Google Fonts, Adobe Typekit
Stock Media: Envato Elements, Pexels, Freepik
Cloud Storage: Google Drive, Dropbox
3. Client Responsibility. Secure legal usage rights for submitted third-party assets; maintain compatibility with integrations; indemnify Company for unauthorized materials.
APPENDIX P: TECHNOLOGY STACK & ASSET ACCESS DISCLAIMER1. Third-Party Platform Behavior. Company not liable for third-party platform bugs, outages, or behavioral changes unless in maintenance contract.
2. Compatibility Responsibility. Client ensures platform compatibility, secure credentials, access to hosting/DNS/domain/admin dashboards.
3. Account Access & Credentials. Client must grant appropriate non-expiring access; lack of access may cause delays or reduced Deliverables.
4. Limitations of Tool Guarantees. No warranty for third-party plugins, APIs, or integrations.
5. Data Loss & Security. Company not responsible for data loss or breaches on non-Company-managed platforms. Backups, SSL, firewalls are Client's responsibility unless specified.
6. Integration Delays. May shift from Client-side auth failures, API throttling, or platform updates beyond Company control.
For compatibility and troubleshooting, Client may subscribe to a maintenance package.
END OF AGREEMENT
Version 2.1 · MSA-TTGC-2.1 · Effective May 26, 2026 · Through The Glass Creatives Global – FZCO

Breach category	Liquidated damages
Use of Final Deliverables before full payment (license not yet vested)	Remaining unpaid balance + 25% surcharge
Unauthorized extraction/redistribution of embedded components (fonts, stock, code, templates)	USD $10,000 or 2× Project Order value, whichever is lower, capped at USD $50,000
Reverse engineering or unauthorized sublicensing of Company Tools	USD $15,000 or 2× Project Order value, whichever is lower, capped at USD $75,000
Unauthorized resale or commercial redistribution of Final Deliverables	USD $20,000 or 3× Project Order value, whichever is lower, capped at USD $100,000

App.	Title
A	Intellectual Property Ownership & Licensing Terms
B	Scope of Services, Subscriptions, and Tier Details
C	Media Release & Attribution Consent Forms
D	Mutual Non-Disclosure Agreement (NDA)
E	Glossary of Key Terms and Definitions
F	Payment Method Authorization & Billing Agreement
G	Acceptable Use Policy
H	Change Order Template
I	White-Label, Attribution & Stealth Mode Licensing Options
J	Signature Authority Verification
K	Refund & Dispute Escalation SOP
L	Client Education & Project Expectations Addendum
M	Data Processing Agreement (DPA)
N	Emergency Contact & Escalation Chain
O	Subcontractor & Third-Party Asset Disclosure
P	Technology Stack & Asset Access Disclaimer

License Type	Description	Fees
Non-Attribution	Company name/logo/credit line removed	USD $1,350
Stealth Mode	Excluded from portfolio, PR, awards	USD $2,700
Portfolio Postponement (2 months)	Public display delayed up to 2 months	USD $350
Portfolio Postponement (3–6 months)	Public display delayed 3–6 months	USD $700
Portfolio Postponement (6–12 months)	Public display delayed 6–12 months	USD $1,250
White-Label (Basic)	Full rebranding, use in Client's brand/platform	USD $15,000
White-Label + SaaS Use	Reuse/resale inside a SaaS platform, multiple tenants	USD $25,000+
White-Label + Resale Rights	Resellable creative assets, templates, frameworks	USD $30,000+
Attribution Revocation (Post-Completion)	Removal of credits after completion (rebranding/acquisition)	USD $1,350

Master Services Agreement

The full B2B agreement for TTGC engagements.

Version2.1
Effective dateMay 26, 2026
Document IDMSA-TTGC-2.1
SHA-256 hashpending — generated at publish
Last updatedMay 26, 2026
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MASTER CREATIVE SERVICES AGREEMENTVersion 2.1 · Effective May 26, 2026
Document ID: MSA-TTGC-2.1
Supersedes: MSA-TTGC-2.0 (effective January 10, 2026)
Publisher: Through The Glass Creatives Global – FZCO
BETWEEN____________________________________ ("Client")
AND
Through The Glass Creatives Global – FZCO ("Company")
This Master Creative Services Agreement ("Agreement") is entered into as of the date of acceptance below ("Effective Date") by and between Through The Glass Creatives Global – FZCO, a Free Zone Company with trade license number 67626 issued by Dubai Integrated Economic Zones Authority, with its principal office at Building A1, Dubai Digital Park, Dubai Silicon Oasis, Dubai, United Arab Emirates ("Company"), and _______________________, a ___________________ with an address at _______________________ ("Client").
This Agreement is not intended to create an employment, franchise, or joint venture relationship. The Parties enter this Agreement as independent legal entities, and nothing herein shall be construed to create any agency or fiduciary relationship unless explicitly stated.
BASIC TERMS AND CONDITIONS1. DEFINITIONS1.1 Agreement means the entire content of this Basic Terms and Conditions document, the Project Order(s), all Appendices, together with any exhibits, schedules, or attachments hereto.
1.2 Client Content means all materials, information, factual, promotional, or other advertising claims, photography, writings, and other creative content provided by Client for use in the preparation of and/or incorporation in the Deliverables.
1.3 Copyrights means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under UAE Copyright Law and applicable international treaties.
1.4 Deliverables means the services and work product specified in the Project Order to be delivered by Company to Client.
1.5 Company Tools means all design tools developed and/or utilized by Company in performing the Services, including pre-existing and newly developed software, source code, web authoring tools, type fonts, application tools, inventions (whether or not patentable), and general non-copyrightable concepts such as website design, architecture, layout, navigational and functional elements.
1.6 Final Works means all creative content developed by Company, or commissioned by Company, exclusively for the Project and incorporated in the Final Deliverables.
1.7 Final Deliverables means the final versions of Deliverables provided by Company and accepted by Client.
1.8 Preliminary Works means all creative content including concepts, sketches, visual presentations, drafts, intermediate versions, AI-assisted components, or other alternate or preliminary designs and documents developed by Company and which may or may not be shown to Client, but do not form part of the Final Works.
1.9 Project means the scope and purpose of Client's identified usage of the work product as described in the Project Order.
1.10 Services means all services and work product to be provided to Client by Company as described in the Project Order.
1.11 Third-Party Materials means proprietary third-party materials incorporated into the Final Deliverables.
1.12 Trademarks means trade names, words, symbols, designs, logos, or other devices or designs used in the Final Deliverables to designate the origin or source of the goods or services of Client.
1.13 Working Files means all underlying work products and digital files utilized by Company to create the Preliminary Works and Final Works other than the format comprising the Final Deliverables. Working Files are not included unless paid for separately.
2. PROJECT ORDERThe terms of the Project Order shall be effective for fifteen (15) calendar days after presentation to Client. If the Project Order is not countersigned within this period, it shall be deemed expired. Re-approval is required, and Company does not guarantee availability of original timelines, rates, or delivery slots. Subject to payment of the Acceptance Fee under §3.1A, Company shall reserve Client's production slot according to the agreed timeline. A revised Project Order may be issued subject to availability and updated pricing or terms.
3. FEES AND CHARGES3.1 In consideration of the Services, Client shall pay Company the fees set forth in the Project Order, and all applicable sales, use, or value-added taxes. Client acknowledges that Project pricing does not include transfer of source files or Working Files, unless explicitly stated in the Project Order or Appendix A.
3.1A Acceptance Fee. Upon acceptance of the Project Order, Client shall pay an Acceptance Fee equal to thirty percent (30%) of the total Project value. The Acceptance Fee secures Client's production slot, funds preparatory resourcing, strategy intake, and reserved creative capacity, and shall be credited against the total Project balance.
The Acceptance Fee is non-refundable except where Client is entitled to a refund under §3.1C (Company non-performance) or §11.4 (termination for cause by Client). For the avoidance of doubt, the Acceptance Fee is not refundable on account of:
(i) Client's cancellation, non-continuation, abandonment, or change of business priorities;
(ii) Client's dissatisfaction with creative direction after approvals or feedback have been given;
(iii) delay or non-performance caused by Client per §4.4;
(iv) termination by Client for convenience per §11.3; or
(v) suspension or termination for Client misconduct under §8.5.
Because the Acceptance Fee compensates Company for opportunity cost and preparatory work that cannot be recovered, the Parties agree it represents a genuine pre-estimate of Company's minimum loss on engagement start, and not a penalty within the meaning of UAE Civil Transactions Law Article 390.
3.1B Non-Refundable Milestones. Any Milestone payment invoiced and received prior to Client's cancellation, abandonment, or termination for convenience remains non-refundable, subject to §3.1C.
3.1C Refund on Company Non-Performance. If Company fails to perform the Services in material respects through no fault of Client, and such failure constitutes a material breach under §11.2, Client shall be entitled to a refund of any prepaid amounts that Company has not yet earned as of the date of Client's notice, less (a) documented expenses incurred and (b) the pro-rated value of Services actually performed up to that date, each computed in good faith by Company and subject to the dispute process in Appendix K.
The Parties agree that §3.1C prevails over any conflicting non-refundability language in this Agreement, the Appendices, or any Project Order.
3.2 Expenses. Client shall pay Company's expenses incurred in connection with the Services as set forth in the Project Order.
3.3 Project pricing includes Company's fee only. Any outside costs — equipment rental, photographer's fees, photography, typography, font/artwork licenses, prototype production costs, talent fees, music licenses, online access or hosting fees — will be billed to Client unless specifically provided otherwise in the Project Order.
3.4 Client acknowledges that Company is a UAE-based Free Zone Company subject to UAE Federal Tax regulations. Tax filings, invoicing, and compliance under this Agreement shall follow UAE tax treatment. Company is not liable for Client's tax or import obligations in Client's home jurisdiction.
3.5 Invoices. All invoices are payable within thirty (30) days of receipt unless otherwise specified. A monthly service charge of 1.5% (or the greatest amount allowed under UAE law) is payable on overdue balances. Payments credit to late charges first, then unpaid balance. Client is responsible for all collection or legal fees from lateness or default.
Company may withhold delivery and transfer of ownership if accounts are not current. All grants of any license or transfer of IP rights under this Agreement are conditioned upon receipt of payment in full. Client shall not withhold, set-off, or delay payments due to dissatisfaction, pending work, or dispute. Concerns shall be handled via §12.5 and Appendix K.
3.6 Chargebacks and Sanctions Compliance. Client agrees not to initiate any chargeback, reversal, or dispute of payments without first seeking resolution under Appendix K. Any chargeback initiated without exhausting the agreed dispute process is a material and willful breach, subjecting Client to an administrative fee of USD $200 or AED 750 per occurrence, legal action in both jurisdictions, and forfeiture of service access and rights. This clause shall be read in conjunction with Appendix F: Payment Method Authorization & Billing Agreement.
All payments shall originate from globally permitted financial institutions. Client must ensure the originating bank is not restricted by UAE or OFAC sanctions.
4. CHANGES4.1 General Changes. Unless otherwise provided, Client shall pay additional charges for changes outside the originally agreed scope. Time-and-materials basis:
PHP 20,000/hour for clients in the Philippines
AED 1,800/hour for clients in the UAE
USD 500/hour for other international clients
Company will notify Client in advance and submit a written Change Order for approval before any additional work begins.
4.1A Annual Rate Adjustment.
(a) Ordinary Adjustment. Company may adjust rates and subscription pricing once annually by no more than ten percent (10%) or the Dubai Statistics Center inflation index, whichever is lower. Thirty (30) days' written notice required.
(b) Extraordinary Adjustment. If material market conditions (currency shifts, labor, software licensing, regulatory, industry-wide cost pressures) require an increase exceeding the Ordinary cap:
(i) sixty (60) days' written notice with business rationale;
(ii) Client may terminate the affected Subscription or Project Order within thirty (30) days of notice without penalty, effective on the proposed increase date; and
(iii) absent termination, continued use beyond the effective date constitutes acceptance.
(c) Client Right to Cancel. Client may cancel or downgrade prior to any adjustment taking effect.
4.2 Change Order. Company submits a written Change Order with estimated charges for written approval. Work does not proceed until fully signed Change Order received.
4.3 Substantive Changes. If Client requests Changes amounting to revision of 50%+ of the time or value, Company may submit a new and separate Project Order. Work on revised services begins only after fully signed revised Project Order and any additional Acceptance Fee.
4.4 Timing. Company uses commercially reasonable efforts to meet Project Order timelines. Client must review Deliverables within the identified time and either approve or provide specific written corrections. Delays caused by Client do not constitute Company's breach. Company is not liable for missed milestones from force majeure, third-party delays, or Client-side bottlenecks.
4.5 Review, Deemed Acceptance, and Abandonment.
(a) Deemed acceptance. Client must provide written feedback, approval, or corrections within 10 calendar days. Failure = deemed acceptance.
(b) Pause. If Client fails to provide materials/approvals for 14 consecutive calendar days, Company may pause. A pause does not alter payment obligations, invoiced Milestones, or non-refundability of the Acceptance Fee.
(c) Abandonment. 21+ consecutive calendar days of non-response = abandonment. Company issues one courtesy reminder before 21-day threshold. On abandonment: Project may be closed without refund; license under §14 does not vest; Client remains liable for invoiced amounts, Expenses, Additional Costs; Reactivation Fee of USD $450 / AED 1,650 / PHP 25,000 required to resume.
(d) Not a termination. Abandonment is not formal termination and doesn't relieve payment obligations or alter §12.14.
5. CLIENT RESPONSIBILITIESClient is responsible for:
(a) coordination of decision-making with third parties;
(b) provision of Client Content suitable for reproduction without further preparation;
(c) final proofreading — cost of correcting errors in approved Deliverables falls on Client;
(d) ensuring Client Content is accurate, legal, and conforms to industry standards.
6. PORTFOLIO, LOGO, AND PROMOTIONAL USE6.1 License Grant to Company. Client grants Company a perpetual, worldwide, royalty-free, non-exclusive, sublicensable license to:
(a) use Client's company name, logo, trademarks, and brand marks to identify Client as a Company client;
(b) display, reproduce, and distribute the Final Deliverables and, at Company's sole discretion, any Preliminary Works produced in connection with the engagement (whether or not delivered to Client), in Company's portfolio, website, case studies, sales and pitch materials, social media, award submissions, press releases, and industry publications; and
(c) describe Company's role in the engagement and nature of Services, with attribution to Client.
Company may sublicense these rights to PR agencies, award platforms, publishers, event organizers, and subcontractors. License survives termination, cancellation, refund, or dispute.
6.2 Mutual Promotion. Either Party, subject to the other's reasonable approval, may describe its role and include a link to the other Party's website.
6.3 Client Opt-Out Options. Client may request attribution removal, delayed display, stealth deployment, or white-label execution subject to Appendix I fees. Requests must be in writing, take effect within 30 business days of payment, and do not reverse material already published.
6.4 Client Warranty. Client agrees to provide logo and brand guidelines in a usable format (vector or high-res raster) on Company's request, and represents it has the rights to grant the §6.1 license.
6.5 Non-Circumvention. Client agrees not to (a) bypass, circumvent, or replicate Company's proprietary tools, workflows, methodologies, or frameworks, or (b) engage/solicit any Company subcontractor, consultant, Design Agent, or employee to perform similar services outside this Agreement without Company's prior written consent.
On breach: (a) Company entitled to immediate injunctive and equitable relief in any competent court under §12.5 without bond; and (b) actual damages — lost profits, retraining/replacement cost, reasonable legal fees — through arbitration. For hiring a Company employee or Design Agent, the §8.3 liquidated damages formula applies exclusively for that conduct.
6.6 AI and Automation Disclosure. Company may employ AI-powered tools, automation workflows, or design assistance systems. All outputs reviewed by Company's human creative team. No third-party automation tools used for personal data processing unless covered under the Data Processing Agreement (Appendix M). No generative AI for client-facing Deliverables unless stated in scope.
6.7 Ownership and Reuse Restrictions. Drafts, intermediate versions, and AI-assisted components remain Company property and may not be reused outside agreed Deliverables without written permission. Use of automation/AI does not constitute joint authorship.
7. CONFIDENTIAL INFORMATIONEach Party shall hold in strict confidence all Confidential Information (including Preliminary Works), shall not disclose it to third parties, and shall not use it except to perform obligations under the Project Order, unless required by court or governmental authority. Excludes: public domain information; info publicly known through no fault of receiving Party; info properly received from a third party without obligation. See Appendix D for extended NDA.
8. RELATIONSHIP OF THE PARTIES8.1 Company provides Services under Client's general direction, but determines manner and means. No partnership or joint venture; neither Party is agent.
8.2 Company Agents. Company may engage third-party designers or service providers as independent contractors ("Design Agents"). Company remains fully responsible for their compliance.
8.3 No Solicitation. During term + 12 months after: Client shall not solicit, recruit, employ, or retain any Company employee or Design Agent. If violated, Client pays the greater of (a) 25% of first-year compensation, or (b) 25% of fees paid to the person as contractor. Payment under (a) due within 30 days of employment start; under (b) at end of each month services performed. This is liquidated damages, not a penalty — a genuine pre-estimate of loss under UAE Art. 390 (and corresponding common-law principles per Restatement (Second) of Contracts § 356).
Application to California-domiciled Clients. California Business & Professions Code §16600 voids most agreements that restrain a person from engaging in a lawful profession. The Parties intend §8.3 to operate only as a no-poaching restriction between two business entities, not a restraint on any individual employee's freedom. For California-domiciled Clients: (a) §8.3 applies only to active solicitation, recruitment, or hiring overture initiated by Client (not general advertisements not specifically targeting Company personnel, unsolicited responses to such advertisements, or personnel who initiate contact themselves); (b) the liquidated damages are limited to the lesser of the formula above or Company's documented actual cost of recruiting/training a replacement; (c) any provision held to violate §16600 is severable per §12.6 without affecting the remainder.
8.4 No Exclusivity. Non-exclusive relationship. Both Parties free to engage others.
8.5 Misconduct. Company may suspend or terminate without refund for abusive behavior, harassment, threats, defamatory public conduct, or repeated bad-faith conduct.
9. WARRANTIES AND REPRESENTATIONS9.1 By Client. Client represents that: (a) Client owns or has authority to use the Client Content; (b) Client Content is accurate, legal, does not infringe; (c) Client will comply with Third-Party Materials license terms; (d) Client complies with all laws. Copyright takedown requests concerning any content hosted by or accessible through Company's website shall be submitted exclusively through the DMCA Policy at ttgcreatives.com/legal/dmca.
9.2 By Company.
(a) Company will provide Services in a professional and workmanlike manner consistent with reasonable professional standards.
(b) Company represents that: (i) Final Deliverables are original work of Company or its contractors, except Third-Party Materials and Client Content; (ii) Company has necessary rights from contractors to grant the §14 license; (iii) to Company's knowledge, Final Works don't infringe third parties. If Client modifies or misuses Deliverables, all warranties void.
(c) Except as stated, Company disclaims all warranties, express or implied, including merchantability and fitness for a particular purpose. No warranty for Deliverables modified by Client or third parties after completion.
10. INDEMNIFICATION, LIABILITY, DISCLAIMER10.1 By Client. Client indemnifies Company from third-party claims arising out of Client's breach, subject to prompt written notice, Client's control of defense and settlement, and Company's reasonable assistance (with expense reimbursement).
10.2 By Company. Company indemnifies Client from breaches of its reps and warranties, except gross negligence or misconduct of Client, subject to prompt notice, Company's control of defense, and Client's assistance. No indemnification for Client Content, unauthorized content, improper/illegal use, or Client's failure to maintain Deliverables.
10.3 Settlement Approval. No settlement without the indemnified Party's written consent.
10.4 Limitation of Liability. Company's maximum aggregate liability is capped at the total amount received for the specific Project Order under dispute. No liability for indirect, incidental, special, consequential, exemplary, or punitive damages.
10.5 "As Is." Services and work product sold "as is" except as warranted in §9.
10.6 Third-Party Platforms. Company not responsible for third-party platform behavior, plugin compatibility, or downtime on client-hosted systems unless in maintenance contract.
10.7 Remedies for IP Breach. For breach of §14, Appendix A, or §6.5 (unauthorized extraction, reverse engineering, redistribution, sublicensing, resale of Final Deliverables, Preliminary Works, Company Tools, or Working Files):
(a) Injunctive relief. Immediate injunctive and equitable relief in any competent court per §12.5, without bond.
(b) Liquidated damages (at Company's election, in lieu of actual):
Breach categoryLiquidated damages
Use of Final Deliverables before full payment (license not yet vested)Remaining unpaid balance + 25% surcharge
Unauthorized extraction/redistribution of embedded components (fonts, stock, code, templates)USD $10,000 or 2× Project Order value, whichever is lower, capped at USD $50,000
Reverse engineering or unauthorized sublicensing of Company ToolsUSD $15,000 or 2× Project Order value, whichever is lower, capped at USD $75,000
Unauthorized resale or commercial redistribution of Final DeliverablesUSD $20,000 or 3× Project Order value, whichever is lower, capped at USD $100,000
(c) Actual damages (at Company's election, in lieu of (b)): actual damages, lost licensing revenue, enforcement costs, reasonable legal fees.
The Parties have negotiated the amounts in (b) as genuine pre-estimates of loss. Company elects between (b) and (c) before or during arbitration, may not recover both. Survives termination.
10.8 Language. Agreement drafted in English. If translation provided, English governs.
11. TERM AND TERMINATION11.1 Term. Commences on Effective Date, effective until terminated per this Agreement.
11.2 Termination for Cause. Either Party may terminate for cause if the other materially breaches and fails to cure within 10 business days of written notice. Material breach by Company limited to: failure to deliver a Milestone/Deliverable beyond 30 business days from committed timeline (not caused by Client); failure to perform Scope despite two formal notices in rolling 60-day window; unauthorized disclosure of Client Confidential Information. Client must exhaust Appendix K before cause-based termination.
11.3 Termination for Convenience by Client — Project Orders. Upon convenience termination of a Project Order, Client pays the greater of (a) advance payment, (b) prorated fees due, or (c) hourly fees for work performed; plus Expenses, fees, out-of-pockets, and Additional Costs; plus early termination fee of 5% of remaining unbilled project fee. Acceptance Fee not refundable. Appendix A / §14 not effective; no Deliverable use rights without written consent from Company post-termination.
11.3A Termination for Convenience — Annual Commitment and Lock-In Retainers. Where Client is on an Annual Commitment subscription or a lock-in retainer with a fixed multi-month term, an Early Termination Fee applies if:
(i) Client terminates or otherwise exits the Annual Commitment or lock-in retainer before the end of the current term for any reason other than Company's material breach under §11.2; or
(ii) Client gives less than the required non-renewal notice (90 days for Annual Commitment subscriptions, or as specified in a Project Order for a lock-in retainer) and elects not to continue into the next term.
Amount. The Early Termination Fee equals three (3) months of the applicable Monthly Commitment price, or the total remaining unbilled fees in the current commitment term, whichever is less. The Monthly Commitment price is the rate that would have applied to the same plan on a month-to-month basis. The fee is in addition to amounts owed for Services rendered through the termination date and any outstanding Expenses or Additional Costs.
Rationale. The Parties acknowledge that (a) Annual/lock-in pricing is extended in reliance on Client's commitment — breaking it forces Company to reallocate capacity, demobilize dedicated staff, and absorb the unrecovered portion of the discount; (b) three (3) months mirrors the non-renewal notice period Client would otherwise have been required to give, plus reasonable demobilization; (c) using the Monthly rate naturally recovers the discount value; (d) the cap ensures the fee is proportional and never exceeds what Client would have paid by completing the term. These amounts are liquidated damages, not a penalty, under UAE Civil Transactions Law Article 390. The Acceptance Fee in §3.1A is not refundable. Upon payment, the commitment ends and no further billing occurs under that plan.
11.4 Termination for Convenience by Company or For Cause by Client. Upon full payment, Company grants Client such rights as provided in §14 and Appendix A for accepted Deliverables as of termination.
11.5 Consequences of Termination. (a) Each Party returns or destroys Confidential Information on request; (b) rights and obligations survive to enforce: outstanding payments; IP ownership and usage; confidentiality; non-solicitation; indemnification and liability limits; portfolio/logo/promotional use license under §6.1.
12. GENERAL12.1 Modification / Waiver. Modification only in writing signed by both Parties, except email-authorized expenses for time-sensitive costs. Failure to enforce not a waiver.
12.2 Notices. Overnight courier to signature block addresses with email copy. International Client may use formal email from any verified address. Each Party determines notarization needs under local law.
Company address: Through The Glass Creatives Global – FZCO, Building A1, Dubai Digital Park, Dubai Silicon Oasis, Dubai, UAE. Email: legal@ttgcreatives.com.
12.3 No Assignment. No assignment without prior written consent, except in transfer or sale of the assigning Party's business.
12.4 Force Majeure. Neither Party is in breach for non-performance (other than payment) due to fire, earthquake, flood, severe weather, labor dispute, war, terrorism, riot, death/illness/incapacity, pandemic, or governmental order. Prompt notice and schedule revisions required. 60+ days of Force Majeure permits either Party to terminate the affected Project Order, subject to Client's payment for work performed.
12.5 Governing Law and Dispute Resolution. Governed by UAE law.
(a) Pre-arbitration escalation. Good-faith resolution via Appendix K first. If unresolved within 15 business days, dispute proceeds under (b) or (c).
(b) Tier 1 — Small-Claims Track (claims under USD $25,000).
At Client's election (within 15 business days of dispute notice): finally resolved by binding arbitration administered by the American Arbitration Association (AAA) under Commercial Arbitration Rules and Expedited Procedures, sole arbitrator, conducted by videoconference or in-person at a neutral US location. UAE substantive law applies; AAA procedural rules apply.
Absent timely Client election: the matter proceeds under (c).
At Company's election: in lieu of (i) or (c), Tier 1 disputes may alternatively be resolved through online dispute resolution platforms or small-claims-style arbitration mutually agreed upon.
The Tier 1 mechanism is provided to ensure proportionate dispute-resolution cost relative to the amount in controversy, satisfying the doctrine of forum-non-conveniens fairness for cross-border B2B contracts (per M/S Bremen v. Zapata Off-Shore Co., 407 U.S. 1 (1972), and progeny).
(c) Tier 2 — DIAC Arbitration (claims of USD $25,000+, or where Tier 1 not elected). Binding arbitration administered by the Dubai International Arbitration Centre (DIAC) under DIAC Arbitration Rules:
Seat: Dubai, UAE
Language: English
Number of Arbitrators: One (1)
Rules: DIAC Arbitration Rules
Jurisdictional Consent: Client irrevocably consents to UAE courts for enforcement of any arbitral award.
(d) Injunctive Relief and Provisional Remedies. Either Party may seek urgent injunctive/equitable relief and provisional remedies in any court of competent jurisdiction to protect IP, confidentiality, or enforce payment, without waiving arbitration.
(e) Costs and Fees. Prevailing Party recovers reasonable legal and administrative costs (including arbitrator fees and reasonable attorneys' fees), subject to arbitrator's discretion.
(f) No Class or Representative Actions. All disputes resolved on an individual basis. The Parties waive participation in class or collective proceedings, except where unenforceable under applicable law.
12.6 Severability. Invalid provisions severed; remainder remains in effect; replacement closest to Parties' intent.
12.7 Headings. For convenience only; no legal effect on interpretation.
12.8 Integration and Order of Precedence. This Agreement, Appendices, executed Project Order, Change Order, and addenda comprise entire understanding. Order of precedence, high to low:
A Change Order or written addendum signed by both Parties after the Effective Date, as to its specific subject matter.
The Project Order, as to Fees, scope of Services, Deliverables, timeline, payment schedule.
The Appendices.
This Basic Terms and Conditions document (§§1–15).
For all other subject matter (IP, liability, indemnity, confidentiality, disputes, governing law, termination, remedies), the Basic Terms and Conditions prevails over the Project Order.
12.9 Digital Acceptance. Digital approvals via dashboards, email, intake forms, e-signatures, click-through, or payment checkouts are binding and equivalent to written signature.
12.10 Authority. Each signatory represents authority to bind its Party. If authority was lacking, the other Party may (i) declare this Agreement voidable as to the unauthorized execution, or (ii) seek ratification. Non-misrepresenting Party may recover fees for reasonably relied-on work.
12.11 Export Compliance. Client complies with export/technology transfer laws in both jurisdictions. No transfer, export, or access to restricted Deliverables without appropriate licenses.
12.12 Surviving Sections. §1 (Definitions), §3 (Fees), §6 (Portfolio), §7 (Confidentiality), §8.3 (No Solicitation), §9 (Warranties), §10 (Indemnity/Limitation), §11 (Termination), §12 (General), §14 (License), Appendix A, Appendix D, Appendix M.
13. SIGNATURES13.1 By execution below or digital acceptance under §15, Parties agree to all terms. Each signatory represents full authority to bind its Party.
13.2 Electronic Execution. Electronic or digital execution (online form acceptance, click-through, e-signature platform) is equivalent to a physical signature and fully enforceable under UAE Federal Decree-Law No. 46 of 2021.
13.3 Notarization (International Clients). If Client requires notarization, Company may at its sole discretion (a) provide a notarized hard copy signed in UAE and delivered by certified international courier, or (b) provide a remotely notarized copy via recognized platform. Minimum admin fee USD $250 plus any notarial, courier, apostille, or consular legalization costs. Client is responsible for determining notarization requirements.
14. INTELLECTUAL PROPERTY LICENSE14.1 License Grant. Conditional upon full payment of all Fees, Expenses, Additional Costs, Change Orders, and Taxes, Company grants Client a perpetual, worldwide, royalty-free, non-exclusive license to use, reproduce, distribute, publicly display, and publicly perform the Final Deliverables for Client's commercial and promotional purposes consistent with the Project Order.
14.2 Scope of License. Extends only to the Final Deliverables as a whole. Client acquires no rights in:
(a) Preliminary Works, drafts, concept explorations, rejected alternates;
(b) Company Tools (source code, templates, frameworks, workflows, methodologies);
(c) Third-Party Materials (governed by respective licensors' terms);
(d) Working Files, backend systems, CMS dashboards, raw exports, editable source layers — unless separately purchased under Appendix A §1.1; or
(e) individual creative components embedded in Final Deliverables (fonts, stock media, effects, code snippets, design system elements) — may not be extracted, sublicensed, resold, or redistributed separately.
14.3 Sublicensing and Successors. License is non-sublicensable except Client may sublicense to publishers, web hosting, and ISP to the extent necessary to host/display. Binds successors by merger, acquisition, or sale of substantially all assets, provided successor is bound in writing.
14.4 Trademarks. Trademarks designed by Company are assigned to Client upon full payment and acceptance. Client assumes sole responsibility for trademark search, registration, enforcement, use in commerce.
14.5 Company's Reserved Rights. Company retains all right, title, interest in Preliminary Works, Company Tools, Working Files, intermediate drafts, AI-assisted components, and all Copyrights therein. Company's rights under §6 and §6.5 expressly preserved.
14.6 Effect of Non-Payment. No license arises, and any use of Final Deliverables by Client is unauthorized, until Company has received full payment. Withholding, set-off, or chargeback in breach of §3.5 suspends the license until cured.
15. ACCEPTANCE OF THIS AGREEMENT15.1 Version and Availability. Current version at ttgcreatives.com/msa/v2.0. Prior versions archived at ttgcreatives.com/msa/archive/. References to "this Agreement" refer to the version accepted, identified by version number and SHA-256 hash in the acceptance record.
15.1A Related Public Documents. The following documents govern Client's use of the website and complement this Agreement, incorporated by reference only to the extent stated:
Privacy Policy — ttgcreatives.com/legal/privacy-policy — Company's collection and use of personal data as Data Controller. Processor obligations when Company handles Client's data governed by Appendix M.
Website Terms of Service — ttgcreatives.com/legal/terms-and-conditions — general website use. Does not govern paid services under this Agreement; this Agreement prevails in conflict.
DMCA Policy — ttgcreatives.com/legal/dmca — exclusive procedure for copyright takedown notices and counter-notices regarding content hosted by or accessible through Company's website.
15.2 Methods of Acceptance. Client may accept by:
(a) click-through acceptance at Company's online checkout, including three-step acknowledgment and payment of Acceptance Fee;
(b) countersignature via a recognized e-signature platform (DocuSign or equivalent); or
(c) wet-ink signature on printed copy delivered by courier.
Each is equivalent to a handwritten signature under UAE Federal Decree-Law No. 46 of 2021.
15.3 Acceptance Record. Upon acceptance, Company records: Client legal entity name, billing address, signatory name and title, verified email, IP address, user agent, timestamp (UTC), session ID, Stripe payment intent (if applicable), SHA-256 hash of accepted version, and state of each acknowledgment checkbox. Copy of accepted Agreement plus record emailed to Client immediately. Admissible as conclusive evidence of acceptance under §12.5.
15.4 Material Changes. Company may update this Agreement. Material changes: 30 days' advance written notice by email and dashboard, renewed acceptance required. Non-material/typographical corrections published without renewed acceptance, with version change notice.
THROUGH THE GLASS CREATIVES GLOBAL – FZCO
By: __________________________ Name: __________________________
Title: __________________________ Date: __________________________
CLIENT
By: __________________________ Name: __________________________
Title: __________________________ Date: __________________________
APPENDICESApp.Title
AIntellectual Property Ownership & Licensing Terms
BScope of Services, Subscriptions, and Tier Details
CMedia Release & Attribution Consent Forms
DMutual Non-Disclosure Agreement (NDA)
EGlossary of Key Terms and Definitions
FPayment Method Authorization & Billing Agreement
GAcceptable Use Policy
HChange Order Template
IWhite-Label, Attribution & Stealth Mode Licensing Options
JSignature Authority Verification
KRefund & Dispute Escalation SOP
LClient Education & Project Expectations Addendum
MData Processing Agreement (DPA)
NEmergency Contact & Escalation Chain
OSubcontractor & Third-Party Asset Disclosure
PTechnology Stack & Asset Access Disclaimer
APPENDIX A: INTELLECTUAL PROPERTY PROVISIONS1. Rights in the Final Deliverables1.1 Final Works. Client's rights in Final Deliverables are governed exclusively by the license in §14. No assignment of Copyright, moral rights, or other proprietary rights in Final Works, Preliminary Works, Company Tools, or Working Files, except (a) trademark assignment in §14.4 and (b) any express written assignment signed by Company, priced separately.
Working Files, backend files, source files not included by default. Company may release specific files upon written request, subject to a Working File Release Fee and Client being current on payments.
1.2 Trademarks. Client is solely responsible for trademark non-infringement and indemnifies Company for trademark claims.
1.3 Client Content. Remains Client's property. Client grants Company a nonexclusive, non-transferable license to use the Client Content in performance of Services and authorized promotional use under §6.
1.4 Third-Party Materials. Owned by respective third parties. Company informs Client of Third-Party Materials Client may need to license. Client indemnifies Company from claims from failure to obtain required permissions.
1.5 Storage. Company stores Deliverables up to 60 days after final delivery. Long-term storage may incur fees.
1.6 Preliminary Works and Intermediate Versions. Sole IP of Company; no reuse or claim without explicit written assignment.
2. Rights Reserved to Company2.1 Preliminary Works / Working Files. Company retains all proprietary rights. Client returns within 30 days of Services completion. Component licenses in Working Files not transferable without written purchase.
2.1.1 Source files, raw exports, editable layers, backend systems, CMS dashboards, production environments remain hosted on Company's servers unless otherwise agreed and paid for separately.
2.2 Original Artwork. Company retains ownership in original artwork; Client returns within 30 days of completion.
2.3 Company Tools. Owned solely by Company. Company grants Client a nonexclusive, nontransferable (except sublicense to publishers, web hosting, ISP), perpetual, worldwide license to use Tools solely with Final Deliverables for the Project. Client may not decompile, reverse engineer, disassemble, or modify Company Tools.
2.4 Ownership Pending Payment. All original creative work remains Company's IP until the §14 license vests on full payment. No transfer absent express written assignment by Company.
APPENDIX B: SCOPE, TIMELINE, AND DELIVERABLESGoverns all types of services — one-time, bundled packages, or recurring subscriptions.
Company offers Subscription Packages at the website or via approved proposals. Each Package has defined deliverables, usage limits, turnaround timelines, and access guidelines. Custom packages via separate proposal or Project Order.
1. Non-Refundable Policy. Subscription Packages non-refundable on purchase, except as provided in §3.1C. Failure to use entitlements within term does not entitle refunds, extensions, or rollover.
(a) Acceptance Fee non-refundable as it covers advance scheduling, strategy, and resource allocation, except under §3.1C.
2. Service Access & Limits. Each plan has inclusions and usage caps. Exceeding requires upgrade, additional Package, or custom Project Order. Bulk/automation abuse may result in account review, suspension, or termination.
3. Priority Scheduling. Active subscribers get priority, subject to published lead times, intake form submission, and approval timelines.
4. Subscription Plan Updates. Company may update, restructure, or retire Packages anytime. Upgrades/switches via updated checkout or revised agreement. Downgrades take effect after current billing cycle.
5. Project Changes and Approvals. Changes via official channels, formally approved in writing. Digitally executed Change Orders are binding. Custom services non-refundable once approved and paid.
6. Commitment Term, Renewal, and Cancellation.
(a) Commitment Tiers. Subscription Packages offered in two Commitment Term tiers, selected at checkout and recorded in acceptance record and Client dashboard:
(i) Monthly Commitment. Billed monthly at the "month-to-month" price. Initial term 30 days, auto-renews every 30 days until cancelled.
(ii) Annual Commitment. Billed monthly or annually at the lower "annual" price in exchange for a 12-month initial term. Auto-renews for successive 12-month terms unless either Party provides at least 90 days' written notice of non-renewal before end of current term.
This Agreement applies to both tiers. Only pricing, initial term length, and cancellation notice differ. The pricing differential is disclosed on Company's plan pages; Annual pricing is in consideration of the 12-month commitment.
(b) Upgrade from Monthly to Annual. Client may upgrade anytime via dashboard or written request. Takes effect on next billing cycle, applies Annual price, starts new 12-month term. No renewed acceptance or new agreement required; this Agreement continues to govern, and the updated Commitment Term is reflected in the acceptance record.
(c) Downgrade from Annual to Monthly. Only at the end of the current 12-month term via the 90-day non-renewal notice. Mid-term downgrade = early termination under §11.3A.
(d) Plan-Level Changes. Changes in plan scope (Starter/Growth/Scale) are separate from Commitment Term changes and apply at next billing cycle at then-current rates.
(e) Cancellation.
Monthly Commitment: cancel in dashboard or email support@ttgcreatives.com at least 5 business days before next billing date. Takes effect end of current cycle.
Annual Commitment: to prevent automatic renewal, written notice to support@ttgcreatives.com at least 90 days before end of term. Timely notice: at Client's election, (i) convert to Monthly Commitment on renewal date, or (ii) terminate on renewal date. Late notice: auto-renews for another 12-month term at then-current Annual rate.
(f) Authorization to Charge. Client authorizes Company or its payment processor to charge the stored payment method at each billing cycle per the selected Commitment Tier.
(g) Non-Refundability and Early Termination. Once billing cycle started, no refunds or credit transfers for the current cycle, except on Company non-performance under §3.1C. Early termination of Annual Commitment governed by §11.3A.
(h) No Carry-Over. Unused entitlements don't roll over unless expressly granted in writing.
APPENDIX C: MEDIA RELEASE & ATTRIBUTION CONSENTC.1 Client Entity Release (for work product)Client Company: _______________________
Client authorizes Company and its affiliates/licensees to use visual, written, audio, or strategic creative materials prepared and delivered to Client as part of the engagement, for showcasing creative expertise, brand case studies, and portfolio promotion. Includes Client-approved Deliverables (logos, brand documents, presentations, websites) in Company's public-facing portfolio, unless Client has purchased Non-Attribution or Stealth Mode under Appendix I.
Authorized Representative / Title / Email / Date / Signature.
C.2 Individual Appearance Release (optional — for filmed/photographed individuals only)For good and valuable consideration, individual authorizes Company to make use of their appearance. Producer may tape, photograph, record voice/sounds. Producer is exclusive owner of results with right to use, license, reproduce in any medium, in perpetuity. Individual may not assert claim against Company related to the permissions. Individual waives right of inspection or approval.
Individual Name / Address / Email / Phone / Date / Signature.
APPENDIX D: MUTUAL NON-DISCLOSURE AGREEMENTReceiving Party bound for 3 years after termination or expiration of this Agreement unless extended.
1. Definition. Disclosing Party may disclose computer programs, code, algorithms, know-how, formulas, processes, ideas, inventions, technical/business/financial/product development plans, forecasts, strategies, and info ("Proprietary Information"). Protected if (a) marked confidential in tangible form, (b) identified as Proprietary, or (c) by nature/circumstances reasonably understood to be confidential.
2. Protection. Receiving Party (i) uses same care as for own Proprietary Info of similar importance (no less than reasonable); (ii) uses only to perform under Agreement; (iii) does not disclose except to employees/contractors with need-to-know bound by written confidentiality.
3. Permitted Disclosures. To legal/financial advisers under confidentiality. Required-by-law disclosures with prior notice and protective-treatment efforts.
4. Exclusions. Info that (i) was already known prior to receipt, (ii) was rightfully disclosed by another without restriction, or (iii) was independently developed.
5. Return of Information. Upon request, return all Proprietary Info and destroy all copies.
6. Equitable Remedies. No adequate remedy at law for breach; Disclosing Party entitled to equitable relief in addition to legal remedies. Receiving Party notifies immediately upon unauthorized release.
7. No Implied Rights. No IP rights acquired except limited right to use as expressly permitted.
8. No Warranties. No warranties of any kind on Proprietary Info. Neither Party liable for damages from defects in Proprietary Info.
9. Governing Law and Dispute Resolution. UAE law. Disputes follow §12.5 of the Agreement, DIAC arbitration, Dubai courts for enforcement. Urgent injunctive relief available in any competent court.
10. Severability. Invalid provisions severable.
11. Entire Agreement. NDA + Master Agreement = entire understanding on confidentiality.
12. Execution. Electronic/digital execution equivalent to physical signature. NDA deemed executed in UAE.
APPENDIX E: KEY TERMS GLOSSARYAcceptance Fee — 30% fee securing project slot, covering resourcing. Non-refundable except on Company non-performance (§3.1C).
Abandonment — 21+ consecutive calendar days of non-response (§4.5(c)).
Change Order — Written request modifying scope, timeline, or deliverables.
Deliverables — Agreed files/outputs/results provided at milestone completion.
Effective Date — Date of last signature or digital acceptance.
Intellectual Property (IP) — Creative, strategic, or technical materials; rights governed by §14 and Appendix A.
Non-Solicitation — 12-month post-engagement restriction on hiring Company personnel.
Promptly — Within 3 business days.
Scope Creep — Unauthorized expansion beyond agreed Deliverables. Minor revisions are not scope creep unless accumulating materially.
Stealth Mode — Appendix I tier where Company doesn't showcase/reference/submit the project.
Working Files — Source files, editable components, backend environments; not in Deliverables unless specified.
APPENDIX F: PAYMENT METHOD AUTHORIZATION FORMForm authorizing Company to charge Client's payment method for subscriptions and/or project fees.
Client Name / Email / Company Name / Billing Address.
Payment Method: Credit/Debit Card / E-wallet / Bank Transfer.
Cardholder / Last 4 Digits / Issuing Bank.
Authorization to charge for: Subscription fees (recurring), one-time project fees/downpayments/change orders, auto-renewals unless cancelled.
Client understands fees are non-refundable except §3.1C and that failure to notify of payment-method changes may cause service suspension.
Signature / Date.
APPENDIX G: ACCEPTABLE USE GUIDELINESGood Faith Use — consistent with selected subscription tier.
No Bulk Abuse — no large batches/excessive revisions manipulating beyond fair use.
No Automation Loopholes — no AI, bots, or third-party agents to auto-generate, bypass, or flood pipelines.
Respect Project Limits — no exceeding without upgrade or add-on.
No Reverse Engineering — no decompile, reverse engineer, or misuse proprietary tools.
Collaborative Conduct — respectful, timely, constructive communication.
Suspension Rights — Company may temporarily pause or permanently terminate for violations.
APPENDIX H: CHANGE ORDER TEMPLATEChange Order No. / Related Project Order No. / Client.
Nature: Scope Expansion / Timeline Extension / Additional Resources / Budget Adjustment.
Description.
Impact on Timeline (+ days) / Impact on Fees (+ PHP/USD/AED).
Approved By: Client + Date, Company + Date.
Signatory authority representation; Company may void under §12.10 and seek compensation for reliance work.
APPENDIX I: WHITE-LABEL & NON-ATTRIBUTION LICENSING OPTIONSLicense TypeDescriptionFees
Non-AttributionCompany name/logo/credit line removedUSD $1,350
Stealth ModeExcluded from portfolio, PR, awardsUSD $2,700
Portfolio Postponement (2 months)Public display delayed up to 2 monthsUSD $350
Portfolio Postponement (3–6 months)Public display delayed 3–6 monthsUSD $700
Portfolio Postponement (6–12 months)Public display delayed 6–12 monthsUSD $1,250
White-Label (Basic)Full rebranding, use in Client's brand/platformUSD $15,000
White-Label + SaaS UseReuse/resale inside a SaaS platform, multiple tenantsUSD $25,000+
White-Label + Resale RightsResellable creative assets, templates, frameworksUSD $30,000+
Attribution Revocation (Post-Completion)Removal of credits after completion (rebranding/acquisition)USD $1,350
Company may deny white-label licensing to direct competitors or entities in the same vertical unless agreed. Stealth/white-label requests within 14 days of signing. Post-completion removal requests in writing, honored within 30 business days of full payment.
APPENDIX J: SIGNATURE AUTHORITY VERIFICATIONThe undersigned affirms authority to enter binding agreements on behalf of the Client. If found otherwise, Company's §12.10 rights apply.
Client Company Name / Authorized Representative / Title / Signature / Date.
APPENDIX K: REFUND & DISPUTE ESCALATION SOPStep 1: Informal Notice. Client emails support@ttgcreatives.com and legal@ttgcreatives.com with explanation + designated dispute form.
Step 2: Team Review (within 3 business days).
Step 3: Mediation Offer (optional).
Step 4: Arbitration (mandatory if 1–3 fail, binding per §12.5 after 15 business days without resolution).
Final Outcome. Refunds (if applicable) prorated based on work done and unrecoverable costs per §3.1C. Refund requests after abandonment or based solely on dissatisfaction with creative direction (after approvals) are not valid grounds for financial reversal.
APPENDIX L: CLIENT EDUCATION & PROJECT EXPECTATIONS ADDENDUMIncluded Deliverables — per Appendix B.
Not Included — revisions beyond stated, core direction changes, requests outside package.
Approvals — final and binding once written/digital approval given on a milestone.
Change Orders — formal scope change may trigger revised timeline and separate billing.
Communication — Client responds within 3 business days; Company may pause per §4.5.
Primary Data Protection Framework: UAE PDPL / Philippine DPA / GDPR / Other.
APPENDIX M: DATA PROCESSING AGREEMENT (DPA)Purpose. Operates as DPA between Client (Controller) and Company (Processor) where Services involve processing personal data of Client's customers, users, employees, or other data subjects ("Client Personal Data"). Satisfies GDPR Article 28, UAE PDPL Article 23, Philippines DPA § 20.
Company's processing as Controller (Client signatory, billing contact, website visitor) is governed by Privacy Policy at ttgcreatives.com/legal/privacy-policy.
1. Scope and Roles. Applies only to Company's processing of Client Personal Data under a Project Order. Client is Controller; Company is Processor acting on documented instructions.
2. Subject Matter and Duration. Processing necessary to perform the Services per Project Order. Duration: Project Order term plus reasonable period for return/deletion per §7. Types of data and categories of data subjects identified in Project Order or intake.
3. Processor Obligations. Company shall: (a) process only on documented instructions; (b) ensure personnel under confidentiality; (c) implement appropriate technical and organizational security measures; (d) not engage a sub-processor without Client's authorization (Client generally authorizes categories in Appendix O; sub-processors bound no less protectively); (e) assist with data-subject rights requests, breach notification, DPIAs, and supervisory consultations; (f) notify Client within 72 hours of a breach affecting Client Personal Data; (g) make info available to demonstrate compliance and contribute to audits (reasonable notice, confidentiality, cost-sharing unless audit is authority-mandated or breach-triggered).
4. Client Obligations. Client shall (a) have a valid legal basis for processing and for instructing Company; (b) provide required notices/consents to data subjects; (c) not instruct unlawful processing; (d) indemnify Company for claims from Client's non-compliance.
5. International Transfers. Where required, Company relies on SCCs, adequacy findings, or other lawful mechanisms. Mechanisms listed in Privacy Policy or on request.
6. Data Subject Rights. Company promptly notifies Client of any direct data-subject request; does not respond except on documented instruction or as required by law.
7. Return or Deletion of Data. At Client's election, delete or return Client Personal Data after Services end; delete copies; written confirmation of deletion on request.
8. Liability. Subject to §10.4, except no limitation shall limit liability to data subjects or supervisory authorities where prohibited by law.
9. HIPAA — Protected Health Information.
9.1 Default rule — PHI is prohibited. Company is not, by default, a HIPAA Business Associate. Where Client is a HIPAA Covered Entity (per 45 C.F.R. §160.103) or otherwise creates, receives, maintains, or transmits Protected Health Information (PHI), Client shall not route PHI through Company unless and until a Business Associate Agreement (BAA) has been executed in writing.
This prohibition extends to: patient-identifying photos (including before-and-after photos with identifiers), medical records, lab/test results, intake forms with health information, appointment data linked to health conditions, and any other identifier+health-info combination constituting PHI.
9.2 Execution of a BAA — HIPAA-Compliant Engagement Premium applies. Where the engagement requires PHI processing, the Parties shall, at Company's discretion, execute Company's standard BAA (request at legal@ttgcreatives.com), which conforms to 45 C.F.R. §§164.502–164.504, 164.314, 164.504(e); imposes Security Rule safeguards; requires sub-Business-Associate BAAs; includes 60-day breach-notification per §164.410; and conforms to applicable state-level health-data laws (Washington MHMDA, Nevada Consumer Health Data Privacy Act, Connecticut Consumer Health Data Law).
HIPAA-Compliant Engagement Premium. Engagements requiring a BAA are priced as a separate, premium service tier. The premium reflects substantially increased compliance, infrastructure, audit, training, indemnification, and breach-response obligations (enhanced access controls, segregated PHI storage, periodic Security Rule assessments, designated HIPAA-trained personnel, sub-BA management, breach-notification readiness). Quoted per-engagement at the time of BAA negotiation, in addition to standard Project Order or Subscription fees. HIPAA-compliant engagements are priced materially higher than equivalent non-PHI engagements. Company may decline any engagement where the proposed scope or fee is not commercially reasonable for the HIPAA compliance involved.
9.3 Inadvertent transmission. If Client transmits PHI without a BAA, Company: (a) notifies Client immediately; (b) contains or deletes the PHI per Client's instruction (or absent instruction within 5 business days, securely deletes with confirmation); (c) documents the incident; (d) considers whether it constitutes a "breach" under 45 C.F.R. §164.402 and notifies Client and regulators as required. Client indemnifies Company for any cost, damage, regulatory penalty, or claim from PHI transmission without an executed BAA (excluding Company's gross negligence or willful misconduct).
9.4 Other healthcare laws and consumer health data. For Services involving consumer health data under Washington MHMDA, Nevada SB 370, or Connecticut SB 3, Company addresses comparable safeguards via executed addenda (geofencing prohibitions, consumer consent forms, consumer rights pass-through).
9.5 Survival. This §9 survives termination.
10. Contact. DPO: legal@ttgcreatives.com. General privacy: see Privacy Policy. HIPAA-related requests (BAA, PHI incident, consumer health data questions): subject line "HIPAA — [type of request]".
APPENDIX N: EMERGENCY CONTACT & ESCALATION CHAINClient Emergency Contact: Primary / Role / Mobile / Email.
Company Emergency Contacts:
Support: support@ttgcreatives.com
Operations Manager: operations@ttgcreatives.com
Legal Officer: legal@ttgcreatives.com
Executive Contact (urgent only): mherie@ttgcreatives.com
Escalation Process:
Initial: Client Success Rep or Project Manager.
Level 1: Operations (response within 2 business days).
Level 2: Legal & Compliance (within 3 business days).
Level 3: Executive Review (5–7 business days).
Urgent issues: potential legal breaches, reputational risks, payment/fraud concerns. Other issues follow standard ticketing.
APPENDIX O: SUBCONTRACTOR & THIRD-PARTY ASSET DISCLOSURE1. Use of Subcontractors. Company may assign independent contractors, partner agencies, or freelance consultants. All bound by NDAs, prohibited from external data sharing, contractually obligated to transfer work rights to Company.
2. Known Third-Party Tools/Platforms/Assets:
Creative Suite: Adobe, Canva Pro
Automation: Zapier, Make, Airtable
CMS: WordPress, Webflow, Notion
Fonts: Google Fonts, Adobe Typekit
Stock Media: Envato Elements, Pexels, Freepik
Cloud Storage: Google Drive, Dropbox
3. Client Responsibility. Secure legal usage rights for submitted third-party assets; maintain compatibility with integrations; indemnify Company for unauthorized materials.
APPENDIX P: TECHNOLOGY STACK & ASSET ACCESS DISCLAIMER1. Third-Party Platform Behavior. Company not liable for third-party platform bugs, outages, or behavioral changes unless in maintenance contract.
2. Compatibility Responsibility. Client ensures platform compatibility, secure credentials, access to hosting/DNS/domain/admin dashboards.
3. Account Access & Credentials. Client must grant appropriate non-expiring access; lack of access may cause delays or reduced Deliverables.
4. Limitations of Tool Guarantees. No warranty for third-party plugins, APIs, or integrations.
5. Data Loss & Security. Company not responsible for data loss or breaches on non-Company-managed platforms. Backups, SSL, firewalls are Client's responsibility unless specified.
6. Integration Delays. May shift from Client-side auth failures, API throttling, or platform updates beyond Company control.
For compatibility and troubleshooting, Client may subscribe to a maintenance package.
END OF AGREEMENT
Version 2.1 · MSA-TTGC-2.1 · Effective May 26, 2026 · Through The Glass Creatives Global – FZCO