GENERAL TERMS & CONDITIONS OF BUSINESS

MediaMasters FZ-LLC, trading as THE APEX MEDIA GROUP ("APEX"), with business address at MAKATEB 2 - 505 - Dubai Production City - Dubai - United Arab Emirates. Contact: info@theapexmediagroup.com. Website: www.theapexmediagroup.com.

These General Terms & Conditions ("Terms") govern business-to-business transactions only. They apply only where expressly incorporated by reference in a quotation, booking confirmation or signed agreement accepted by the relevant contracting party. They do not automatically bind property owners, visitors, subcontractors or third parties.

Any bespoke signed agreement prevails over a booking confirmation, which prevails over these Terms, except where expressly stated otherwise.

In these Terms and related contractual instruments, the following terms bear the specific meanings set out below:

APEX develops and commercialises architectural media across APEX BUILD, APEX ICON and APEX ABOVE. The precise scope, engineering responsibilities, specifications, location, campaign period, production scope and deliverables are those expressly stated in the accepted Booking Confirmation and its schedules.

Illustrations, preliminary proposals and marketing presentations are not promises of inventory, permissions, final dimensions, visibility or structural suitability.

Quotations are invitations to negotiate, not binding offers, unless expressly stated. A booking becomes binding only when APEX issues written acceptance or both parties execute an agreement.

The Booking Confirmation shall identify the contracting Client and Advertiser, location, display period, production scope, prices, approvals, artwork deadlines and any conditions precedent. No exclusivity, category protection or guaranteed audience is granted unless specifically written into the contract.

Agency bookings must disclose whether the Agency acts as principal or disclosed agent; the named contracting entity remains liable for its own obligations.

Prices exclude applicable VAT and other transaction taxes unless expressly stated. Any tax will be invoiced in accordance with applicable law and APEX’s actual tax-registration status. Payments shall be made in the invoiced currency to the verified bank account.

The Client shall promptly identify genuine invoice disputes in writing, pay undisputed amounts on time and cooperate in resolving the remainder. Neither party may unilaterally withhold or set off amounts except where permitted by mandatory law or written agreement.

Unless otherwise specified in the Booking Confirmation, the Client bears its own remittance bank charges and APEX bears receiving-bank charges. Any change of APEX bank details must be independently verified using an established contact channel.

After written notice of an overdue amount and a reasonable opportunity to remedy where appropriate, APEX may suspend unperformed services or decline future bookings, subject to safety, permit and existing contractual obligations. APEX may seek lawful recovery of the overdue debt, reasonable recoverable costs and legally permissible agreed/default interest.

APEX reserves its right to claim interest or compensation for late payment to the extent permitted by applicable UAE commercial law; no fixed contractual interest rate applies unless expressly agreed in the Booking Confirmation.

APEX may request advance security or revised credit terms for future work where objectively justified.

The parties shall promptly notify one another of likely delay, provide reasonable cooperation and seek mitigation. Client-caused delay, late artwork or late approvals may result in reasonable documented additional costs and an agreed revised display period.

Delay caused by APEX shall be addressed through cure, reasonable make-good exposure, proportionate price adjustment or other agreed remedy as appropriate.

For third-party or government delay, APEX will use commercially reasonable efforts to offer a revised date or alternative location, without guaranteeing acceptance. Production payment treatment and unrecoverable costs shall be assessed against the cause of delay and applicable law.

All placement, installation, activation and display are expressly conditional upon receipt and continued validity of all legally necessary governmental, regulatory, property-owner, structural and technical approvals. A Booking Confirmation does not represent a permit or guarantee issuance.

The project schedule shall allocate each application, cost, submission, approval owner and dependency. No campaign shall be displayed unlawfully.

On delay or refusal not attributable to Client, APEX will propose lawful alternative dates or locations where commercially feasible; otherwise the parties shall reconcile unperformed media and committed production charges in accordance with mandatory law and their agreed project schedule.

If the Client's content or delayed documents cause rejection, the Client bears properly evidenced additional costs and any agreed reservation charges, subject to applicable law. APEX remains liable for its own agreed obligations and non-excludable statutory duties.

Each placement must comply with Dubai Decree No. 6 of 2020 and all applicable current permit manuals, authority directions and location-specific requirements.

The contracting Client shall identify in the Booking Confirmation whether it acts as Advertiser, Agency or Developer, and whether any other person supplies or authorises artwork.

The Client warrants that all artwork, copy, trademarks, images, endorsements, claims and other material supplied or approved by it are lawful, accurate, duly licensed, non-infringing and compliant with applicable UAE media, advertising, cultural and content requirements. The Client shall supply substantiation and consents on request.

To the extent permitted by applicable law, the Client shall indemnify APEX against third-party claims, reasonable defence costs and legally recoverable losses directly arising from the Client's breach of these warranties, except to the extent attributable to APEX's own fault, unlawful conduct or non-excludable duties.

Other parties shall not be jointly liable merely because they are named in a campaign; any joint or several liability requires an effective express contractual undertaking. APEX may reject, require amendment of, suspend or remove non-compliant content, with notice where practicable. APEX's technical inspection does not constitute legal clearance of content.

The Client shall deliver final, print-ready artwork and substantiation of rights by agreed deadlines. APEX shall communicate material specifications, tolerances, proofing procedures and required approvals.

Reasonable manufacturing and colour variations within agreed technical tolerances do not alone constitute breach. Any substantial change after artwork approval requires written change control addressing price and timing.

Material substitutions require approval where they materially affect safety, appearance or agreed performance.

Engineering assessments, design verification, anchoring, wind-load analysis, fire classification, access methods, illumination, maintenance and removal shall be allocated in a written technical responsibility matrix.

APEX and each appointed specialist remain responsible for duties imposed upon them by applicable law and contract. No installation shall proceed without necessary site access, competent approvals and safe working arrangements.

APEX may suspend unsafe work; the parties shall agree resulting costs and schedule impacts based on responsibility and causation.

The relevant agreement with the property owner shall separately confirm legal authority to grant media rights, permitted façade areas, access, utilities, structural information, restrictions, existing defects, emergency procedures, insurance, reinstatement and revenue share.

These Terms do not grant rights over any building or bind an owner who has not agreed. APEX shall not warrant that all properties or architectural elements are available for advertising.

APEX shall coordinate agreed monitoring, maintenance and removal. The Booking Confirmation shall state whether campaign periods include installation/removal days and how interruption is measured.

Where substantial contracted exposure is lost for reasons attributable to APEX, the parties shall consider an agreed make-good period or proportionate credit, subject to mandatory law.

Emergency removal for safety or lawful order may occur immediately, with prompt notice where practicable.

Each party retains pre-existing intellectual property. Subject to third-party rights, APEX retains its own original proposals, media concepts, visualisations, technical methods, commercial presentations, images and other protected work unless rights are expressly assigned in writing.

The Client grants APEX a limited licence to reproduce supplied artwork solely to perform the agreed Campaign and for portfolio use only where separately permitted.

APEX does not claim ownership of buildings, third-party architecture, client trademarks or works created by suppliers without valid assignment/licence.

Each party shall protect non-public pricing, proposals, designs, location arrangements, technical information and business contacts received in confidence; permitted disclosures include advisers, necessary contractors and legally required disclosures under suitable safeguards.

Any non-circumvention obligation shall apply only where expressly agreed in writing and sufficiently defined as to the protected introductions, conduct, territory and duration.

Each party warrants authority to contract and compliance with laws applicable to its own performance.

The Client is responsible for the accuracy, legality and clearance of its supplied creative content and shall indemnify APEX against properly substantiated third-party claims arising from the Client’s breach, to the extent legally permissible.

APEX remains responsible for its own proven breach, negligence and mandatory duties. The indemnified party must give timely notice, allow reasonable defence participation and mitigate loss.

Neither party excludes liabilities that cannot lawfully be excluded. Any agreed limitation of liability shall be stated expressly in the Booking Confirmation or a signed master agreement and shall operate only to the extent permitted by applicable law.

No monetary cap is implied by these Terms. Each party remains responsible for liability that cannot lawfully be excluded or limited.

Insurance requirements, including policy types, limits and certificates, shall be set out in the applicable project documents.

A party affected by an extraordinary event beyond its reasonable control shall promptly notify the other, describe the impact and take reasonable mitigation steps. Routine supplier shortage, ordinary seasonal weather or foreseeable administrative delay is not automatically force majeure.

Obligations genuinely prevented may be suspended for the qualifying period, subject to mandatory law.

Any agreed long-stop date and allocation of unrecoverable costs, refunds and termination rights shall be recorded in the Booking Confirmation; mandatory legal rights remain unaffected.

Either party may terminate for material breach not remedied within a reasonable written cure period, except where immediate termination is justified by illegality, serious safety risk or other urgent circumstance.

Termination does not extinguish accrued payment obligations, lawful damages, confidentiality or IP provisions. APEX shall provide a transparent reconciliation of paid amounts, completed work, recoverable commitments and credits.

Unless a signed contract expressly specifies otherwise, the governing law is the applicable federal laws of the United Arab Emirates and laws of the Emirate of Dubai, with disputes submitted to the competent courts of Dubai, subject to mandatory jurisdiction rules.

The parties shall first seek to resolve disputes through good-faith senior-management negotiations, without restricting either party’s right to seek urgent relief.

Any arbitration arrangement must be expressly agreed in a separate written provision signed by duly authorised representatives.

Formal notices shall be sent to the email and registered addresses in the Booking Confirmation, with receipt and escalation rules agreed for critical notices.

Variations must be approved by authorised representatives in writing. Invalid provisions shall be severed to the minimum extent necessary without affecting the remainder, subject to applicable law.

Electronic signatures and records may be used where legally valid.

The Contract constitutes the entire agreement on the booked Campaign and supersedes prior non-binding proposals concerning that Campaign, without excluding liability for fraud or any mandatory legal right.

A person who is not a party has no contractual right under these Terms merely because it is named in campaign materials. Headings do not affect interpretation. Any waiver must be in writing and is limited to the specific occasion.

If a provision is invalid or unenforceable, the remaining provisions continue to apply to the extent permitted by law.

These Terms are drafted in English; any translation prepared for filing, proceedings or regulatory purposes must be reviewed for consistency, and mandatory Arabic-language legal requirements prevail.

Each Booking Confirmation shall identify the following required particulars:

Nothing in the Contract requires unlawful advertising or unlawful installation, prevents a competent authority from exercising its powers, excludes non-excludable liability, or purports to disapply any judicial authority to review agreed compensation under applicable UAE law.

Any resulting mandatory adjustment shall affect the relevant obligation only to the extent required by law.