General Terms and Conditions

Sandstone Project Management Services L.L.C.
Trading as Sandstone
License No: 1275831
TRN: 104337349500003

Last updated: 15 June 2026

1. Definitions

In these General Terms and Conditions, the following terms have the meanings set out below.

Sandstone means Sandstone Project Management Services L.L.C., trading as Sandstone.

Client means the natural person, company, organisation, or legal entity that requests, accepts, or purchases services from Sandstone.

Agreement means any agreement between Sandstone and the Client, including proposals, quotations, statements of work, order confirmations, project scopes, retainers, subscriptions, or written agreements.

Services means all services provided by Sandstone, including strategy, branding, design, technology, development, marketing, advertising, AI, automation, consulting, content, project management, and related digital agency services.

Deliverables means all work created, developed, delivered, or made available by Sandstone under an Agreement.

Proposal means any offer, quotation, project scope, commercial proposal, estimate, or similar document issued by Sandstone.

Materials means all information, files, data, brand assets, content, copy, images, video, designs, login details, access rights, feedback, instructions, or other materials supplied by the Client.

Third Party Services means software, platforms, tools, hosting, plugins, applications, advertising platforms, payment providers, AI tools, analytics tools, integrations, or other services provided by third parties.

Emergency means a critical issue that prevents a live product, website, platform, or service from functioning in a material way.

Bug means an error in software, a website, or a digital product that causes it not to function substantially as agreed.

Request means a request for additional functionality, changes, improvements, support, or work that does not qualify as an Emergency or Bug.

2. Applicability

These General Terms and Conditions apply to all proposals, offers, agreements, services, deliverables, sales, renewals, retainers, subscriptions, and other business relationships between Sandstone and the Client.

By accepting a Proposal, signing an Agreement, approving a project, paying an invoice, or using Sandstone’s Services, the Client accepts these General Terms and Conditions.

The Client’s own terms and conditions do not apply unless Sandstone has expressly accepted them in writing.

If any provision in a Proposal or written Agreement conflicts with these General Terms and Conditions, the provision in the Proposal or written Agreement prevails, but only for that specific Agreement.

If Sandstone does not enforce a provision at any time, this does not mean Sandstone waives the right to enforce that provision later.

3. Proposals and formation of agreement

All Proposals issued by Sandstone are non binding unless expressly stated otherwise.

A Proposal is valid for 30 days from the date of issue, unless the Proposal states another validity period.

An Agreement is formed when the Client accepts a Proposal in writing, signs an Agreement, approves the start of work, pays an invoice, or otherwise confirms acceptance.

Email, digital signature, written approval, project management approval, or any other electronic confirmation is considered valid written acceptance.

If the Client requests changes to a Proposal, the Agreement is only formed once Sandstone confirms acceptance of those changes in writing.

A Proposal only covers the Services and Deliverables expressly described in that Proposal. Any additional work, functionality, revisions, meetings, consulting, integrations, content, or support will be charged separately unless agreed otherwise in writing.

4. Electronic communication

Email, digital signature, project management tools, chat messages, and other digital communication may be used for offers, approvals, instructions, notices, and other communication between Sandstone and the Client.

Sandstone may rely on digital communication as valid written communication.

The Client is responsible for ensuring that the right people are authorised to approve work, provide instructions, and make decisions on behalf of the Client.

If there is a dispute about whether a message was sent or received, Sandstone’s records, logs, email history, project management records, or system data may be used as evidence.

5. Scope of work

Sandstone provides Services according to the scope agreed in the Proposal or Agreement.

The scope may include, for example:

Strategy
Branding
Design
UX and UI
Website design
Website development
Shopify development
Ecommerce systems
Marketing campaigns
Google Ads
Paid social
SEO
Content
Email marketing
CRM
Klaviyo
Automation
AI workflows
Data and analytics
Technical consulting
Digital transformation
Project management

Only work expressly included in the Proposal or Agreement is included in the agreed price.

Work not included in the Proposal or Agreement is out of scope and may be charged separately.

Sandstone may advise against certain Client instructions if, in Sandstone’s professional opinion, they may harm quality, performance, accessibility, security, conversion, brand consistency, legal compliance, or project success.

6. Changes and additional work

The Client may request changes to the agreed scope. Sandstone is not obliged to perform additional work unless it has accepted the change.

Additional work may include, but is not limited to:

Extra pages
Extra designs
Extra revisions
New functionality
Additional integrations
Additional meetings
Additional research
Additional content
Technical fixes outside the original scope
Advertising account restructuring
New campaign work
Data migration
Changes caused by incomplete or incorrect Client input
Work caused by changes in Third Party Services
Urgent work outside agreed planning

Sandstone may charge additional work based on its hourly rate, day rate, fixed price, or another agreed fee.

If additional work affects the planning, delivery date, budget, or quality, Sandstone may adjust the timeline, price, and scope.

7. Client responsibilities

The Client must provide all information, materials, approvals, access, feedback, and decisions that Sandstone reasonably needs to perform the Services.

The Client is responsible for the accuracy, completeness, legality, and quality of all Materials supplied to Sandstone.

The Client must ensure that it has all rights, permissions, licences, and approvals needed for the Materials it provides.

The Client must provide feedback and approvals within the agreed timeline. If the Client does not respond on time, Sandstone may pause the project, extend the timeline, or charge additional costs.

The Client is responsible for:

Providing clear instructions
Providing complete and accurate information
Checking all Deliverables before approval or publication
Approving content, copy, claims, prices, legal text, and business information
Securing access to its own accounts and systems
Maintaining backups of its own data
Complying with laws applicable to its business
Ensuring that advertising claims and website content are lawful and accurate

Sandstone is not liable for delays, errors, costs, or damages caused by incomplete, incorrect, late, or unlawful Client input.

8. Project planning and delivery

Any delivery dates, planning dates, or timelines are estimates unless expressly agreed as strict deadlines in writing.

A delivery timeline starts only once Sandstone has received all required information, access, materials, approvals, and any agreed upfront payment.

If the Client delays feedback, approval, payment, access, or delivery of Materials, Sandstone may extend the planning accordingly.

Sandstone is not liable for delays caused by the Client, third parties, technical issues, force majeure, platform limitations, or changes in scope.

Sandstone may deliver work in phases. Each phase may be treated as a separate part of the Agreement for planning, approval, invoicing, and payment.

9. Review, approval, and acceptance

The Client must review Deliverables carefully after delivery.

Unless otherwise agreed, the Client must report any issue, error, or objection within 14 days after delivery.

If the Client does not report an issue within this period, the Deliverables are considered accepted.

Deliverables are also considered accepted if the Client uses them, publishes them, shares them with third parties, launches them, pays the related invoice, or gives written approval.

If a valid issue is reported on time, Sandstone may choose to repair, replace, adjust, redeliver, or credit the affected part of the Deliverable.

Minor issues that do not materially affect use, performance, or purpose do not justify rejection of the full Deliverable.

10. Revisions

The number of included revisions is limited to the number stated in the Proposal or Agreement.

If no number of revisions is stated, one reasonable revision round is included.

A revision means a set of changes to work already delivered within the agreed scope.

A revision does not include a new direction, new concept, new scope, new functionality, new strategy, or changes caused by incomplete or incorrect Client input.

Additional revisions may be charged separately.

11. Fees and prices

Fees are stated in the Proposal or Agreement.

Unless stated otherwise, all prices are exclusive of VAT, sales tax, withholding tax, bank fees, transaction costs, and other taxes or charges.

Sandstone may charge Services based on:

Fixed project fees
Hourly rates
Day rates
Monthly retainers
Subscriptions
Performance based fees
Media management fees
Consulting fees
Custom commercial structures

If no fixed price has been agreed for certain work, Sandstone may charge that work based on its usual rates.

Sandstone may adjust its rates for ongoing, recurring, or retainer services. Sandstone will notify the Client before the new rates apply.

12. Expenses and third party costs

The Client is responsible for all third party costs unless agreed otherwise.

Third party costs may include:

Hosting
Domains
Fonts
Stock images
Stock video
Software licences
Plugins
Apps
Advertising budgets
Media spend
Payment provider costs
Email tools
CRM tools
AI tools
Automation tools
Data tools
Translation
External specialists
Travel costs
Courier costs
Printing or production costs

Sandstone may require advance payment before incurring third party costs.

Third Party Services are subject to the terms, prices, availability, limitations, and policies of the relevant third party.

Sandstone is not responsible for changes, downtime, errors, price changes, policy changes, or limitations of Third Party Services.

13. Payment terms

Unless agreed otherwise, invoices must be paid within 14 days from the invoice date.

Payment must be made in the currency stated on the invoice.

The Client may not suspend payment, offset amounts, or apply deductions without Sandstone’s written approval.

If the Client disputes an invoice, the Client must notify Sandstone in writing within 7 days from the invoice date, explaining the specific reason for the dispute.

Undisputed parts of an invoice must still be paid on time.

Payments are first applied to the oldest outstanding invoices, including any interest, costs, or fees.

14. Late payment

If the Client does not pay on time, the Client is in default without further notice.

Sandstone may charge statutory interest, contractual interest, or the maximum interest allowed by applicable law.

Sandstone may also charge reasonable collection costs, legal costs, court costs, bank charges, and other costs related to recovering payment.

If payment remains overdue, Sandstone may:

Suspend work
Pause delivery
Withhold files, access, or Deliverables
Disable unpaid services where legally allowed
Stop support
Terminate the Agreement
Require advance payment for future work

The Client remains responsible for all agreed fees, completed work, reserved capacity, third party costs, and other amounts due.

15. Advance payment and retainers

Sandstone may require full or partial advance payment before starting or continuing work.

For monthly retainers or subscriptions, payment is due in advance unless agreed otherwise.

Unused retainer hours, capacity, or services do not automatically roll over to the next month unless expressly agreed in writing.

A retainer reserves capacity. If the Client does not use the reserved capacity because of delayed input, missing approvals, or lack of instructions, the retainer fee remains payable.

16. Cancellation by the Client

The Client may cancel a project before completion only by written notice.

If the Client cancels a project, the Client must pay for:

Work already performed
Reserved capacity
Third party costs
Non cancellable commitments
Project management
Preparation work
Losses reasonably incurred by Sandstone
Any agreed cancellation fee

For fixed fee projects, Sandstone may invoice a reasonable part of the total project fee based on progress, planning, reserved capacity, and work completed.

Advance payments are non refundable unless agreed otherwise in writing.

17. Cancellation or suspension by Sandstone

Sandstone may suspend or cancel work if:

The Client does not pay on time
The Client does not provide required input
The Client materially changes the scope
The Client acts unlawfully or unreasonably
The Client asks Sandstone to perform work that may be illegal, misleading, unethical, unsafe, or harmful
The Client breaches the Agreement
Third Party Services prevent delivery
Circumstances make performance unreasonable

If Sandstone cancels due to Client breach, the Client remains responsible for all amounts due.

18. Ongoing agreements

Agreements for recurring work, retainers, subscriptions, maintenance, marketing management, consulting, support, or ongoing services continue for the agreed term.

If no term is agreed, the Agreement continues indefinitely until terminated by either party with one month written notice.

Termination does not affect amounts already due.

Sandstone may require a longer notice period for services where capacity, media planning, team allocation, or third party commitments have been reserved, if this is agreed in the Proposal or Agreement.

19. Support, bugs, requests, and emergencies

Support is only included if expressly agreed.

Unless a separate service level agreement applies, Sandstone will use reasonable efforts to respond as follows:

Emergencies: initial response within one business day
Bugs: initial response within two business days
Requests: initial response within three business days

Response times are not resolution times.

Sandstone is not responsible for issues caused by:

Third Party Services
Hosting providers
Client changes
Client staff
Other agencies or developers
Expired licences
Platform updates
Plugin conflicts
Incorrect use
Missing payments
Security breaches caused outside Sandstone’s control
Unsupported systems

Fixes outside the agreed scope may be charged separately.

20. Hosting, maintenance, and technical services

Sandstone is only responsible for hosting, maintenance, monitoring, backups, updates, uptime, security, or technical support if this is expressly agreed in writing.

If Sandstone provides technical services, the Client must still follow reasonable security practices, including strong passwords, limited access, two factor authentication where possible, and proper account management.

Sandstone is not liable for downtime, data loss, security incidents, or performance issues caused by third parties, Client actions, unauthorised access, platform changes, or force majeure.

21. Advertising and marketing services

Sandstone may provide advertising, marketing, SEO, content, email marketing, CRM, analytics, conversion, and growth services.

The Client understands that marketing performance depends on many factors outside Sandstone’s control, including market conditions, competition, budgets, tracking, product quality, pricing, offer strength, brand reputation, website performance, stock, sales process, and platform algorithms.

Sandstone does not guarantee specific revenue, profit, ranking, leads, conversion rate, return on ad spend, or campaign results unless expressly agreed in writing.

Advertising spend, media budgets, and platform costs are separate from Sandstone’s fees unless agreed otherwise.

The Client remains responsible for approving campaigns, claims, budgets, targeting, landing pages, prices, offers, and legal compliance.

22. AI and automation services

Sandstone may provide AI, automation, workflow, data, or intelligence related services.

AI outputs may contain errors, limitations, bias, or incomplete information. The Client must review and approve AI supported outputs before use, publication, or reliance.

Sandstone does not guarantee that AI outputs will be error free, unique, legally compliant, or suitable without human review.

The Client is responsible for deciding whether AI supported materials are appropriate for its business, sector, customers, and legal obligations.

Sandstone may use AI tools to support internal workflows and service delivery, while taking reasonable steps to protect confidentiality and personal data.

23. Intellectual property

Unless agreed otherwise in writing, Sandstone retains all intellectual property rights in its concepts, methods, know how, frameworks, systems, templates, source files, tools, processes, strategy models, software components, code libraries, design systems, and pre existing materials.

After full payment, the Client receives the agreed usage rights to the final Deliverables created specifically for the Client.

Unless agreed otherwise, the Client receives a non exclusive, non transferable right to use the final Deliverables for the purpose agreed in the Agreement.

Drafts, unused concepts, rejected designs, working files, source files, internal documentation, templates, code libraries, methods, and strategic frameworks remain the property of Sandstone unless expressly transferred in writing.

The Client may not reproduce, resell, sublicense, modify, or use Sandstone materials outside the agreed purpose without written permission.

If a full intellectual property transfer is agreed, it only takes effect after Sandstone has received full payment of all amounts due.

24. Third party intellectual property

Deliverables may include Third Party Services, open source software, fonts, stock materials, plugins, libraries, tools, or other third party materials.

Third party materials are subject to their own licence terms.

The Client is responsible for complying with third party licence terms where those materials are used in the Client’s business.

Sandstone is not responsible for third party licence changes, restrictions, pricing, claims, or availability.

25. Client materials and indemnity

The Client guarantees that all Materials supplied to Sandstone do not infringe third party rights and do not violate applicable laws.

This includes rights related to copyright, trademarks, trade names, design rights, image rights, database rights, privacy, confidentiality, advertising law, and consumer protection.

The Client indemnifies Sandstone against all claims, damages, fines, costs, and expenses resulting from Materials supplied by the Client or instructions given by the Client.

The Client is responsible for all content, claims, offers, prices, product information, legal text, medical claims, financial claims, advertising claims, and other business information published or used in its name.

26. Portfolio and publicity

Unless agreed otherwise in writing, Sandstone may mention the Client as a client and may use the Client’s name, logo, project description, screenshots, visuals, results, and Deliverables in its portfolio, website, social media, proposals, award submissions, and sales materials.

Sandstone will not publish confidential information without permission.

If the Client does not want Sandstone to use the project for portfolio or publicity purposes, this must be agreed in writing.

27. Confidentiality

Both parties must keep confidential information confidential.

Confidential information includes business information, strategy, financial information, login details, technical information, customer data, project information, trade secrets, and any information that should reasonably be understood to be confidential.

Confidentiality does not apply to information that:

Is publicly available without breach
Was already known lawfully
Is received from a third party without restriction
Must be disclosed by law or court order
Is independently developed without use of confidential information

The confidentiality obligation continues after the Agreement ends.

28. Data protection

Each party must comply with applicable data protection laws.

Where Sandstone processes personal data as a data controller, Sandstone’s Privacy Policy applies.

Where Sandstone processes personal data on behalf of the Client as a processor, the parties may enter into a data processing agreement where required.

The Client is responsible for ensuring that it has a valid legal basis for sharing personal data with Sandstone.

The Client must not provide unnecessary personal data to Sandstone.

Sandstone may use suitable service providers for hosting, communication, project management, analytics, AI, automation, and other business purposes.

29. Security and access

If the Client gives Sandstone access to accounts, platforms, websites, servers, advertising accounts, analytics, CRM, email tools, or other systems, the Client must ensure that access is lawful and properly authorised.

The Client should provide individual access where possible, not shared passwords.

The Client remains responsible for managing its own accounts, access rights, billing, licences, and security settings.

After completion or termination, the Client is responsible for removing Sandstone’s access where appropriate.

Sandstone is not liable for damage caused by access that remains active after the relationship ends if the Client had the ability to remove that access.

30. Storage and backups

Sandstone will handle Client Materials with reasonable care.

The Client remains responsible for keeping its own copies and backups of all Materials supplied to Sandstone.

Sandstone is not obliged to store project files, source files, backups, or Client Materials after completion unless agreed otherwise.

Sandstone may delete archived files after a reasonable period.

If the Client asks Sandstone to retrieve, restore, prepare, or resend archived files, Sandstone may charge for this work.

31. Warranties

Sandstone will perform the Services with reasonable skill and care.

Sandstone does not warrant that:

Deliverables will be error free
Services will be uninterrupted
Marketing results will meet specific targets
Third Party Services will remain available
Websites or systems will be fully secure
AI outputs will be fully accurate
SEO rankings will be achieved
Advertising platforms will approve all campaigns
All integrations will remain functional after platform changes

Any warranties not expressly stated in the Agreement are excluded to the maximum extent allowed by law.

32. Limitation of liability

Sandstone’s total liability is limited to the amount paid by the Client to Sandstone for the specific Agreement giving rise to the claim, excluding taxes, third party costs, and media spend.

For ongoing services, Sandstone’s total liability is limited to the fees paid by the Client to Sandstone in the three months before the event giving rise to the claim.

Sandstone is not liable for:

Loss of profit
Loss of revenue
Loss of goodwill
Loss of data
Loss of business opportunity
Loss of anticipated savings
Reputational damage
Indirect damage
Consequential damage
Punitive damages
Platform downtime
Third party failures
Advertising account suspension
Search engine ranking changes
Algorithm changes
Client errors
Unauthorised changes by third parties

Nothing in these Terms limits liability where limitation is not permitted by applicable law.

33. Force majeure

Sandstone is not liable for failure or delay caused by circumstances beyond its reasonable control.

Force majeure may include:

War
Civil unrest
Government measures
Natural disasters
Fire
Flood
Pandemic
Illness
Power outages
Internet outages
Cyber incidents
Platform downtime
Hosting failures
Supplier failures
Transport issues
Payment provider issues
Labour disputes
Unexpected legal or regulatory changes
Other events beyond reasonable control

During force majeure, Sandstone may suspend performance, extend deadlines, or terminate the Agreement if performance becomes impossible or unreasonable.

If Sandstone has already performed part of the Services, Sandstone may invoice that part separately.

34. Non solicitation

During the Agreement and for 12 months after it ends, the Client may not directly or indirectly employ, hire, contract, solicit, or attempt to engage Sandstone’s employees, freelancers, contractors, or partners who were involved in the Services.

If the Client breaches this clause, the Client must pay Sandstone reasonable compensation equal to 30 percent of the person’s gross annual compensation or expected annual contract value, unless applicable law requires a different amount.

35. Suspension and termination

Sandstone may suspend or terminate the Agreement with immediate effect if:

The Client fails to pay on time
The Client breaches the Agreement
The Client becomes insolvent
The Client ceases business operations
The Client acts unlawfully or damages Sandstone’s reputation
The Client requests illegal, misleading, harmful, or unethical work
The Client does not provide required input for a prolonged period
The working relationship becomes unreasonable to continue

After termination, all outstanding amounts become immediately due.

Termination does not affect clauses intended to survive termination, including payment, intellectual property, confidentiality, liability, indemnity, and governing law.

36. Retention of rights and deliverables

Sandstone may retain Deliverables, files, access, source materials, or other items until all outstanding invoices and costs have been paid.

Usage rights to Deliverables are only granted after full payment.

If the Client uses unpaid Deliverables, Sandstone may withdraw the usage rights and claim payment, damages, and costs.

37. Assignment and subcontracting

The Client may not transfer or assign its rights or obligations under the Agreement without Sandstone’s written consent.

Sandstone may subcontract parts of the Services to employees, freelancers, contractors, developers, designers, strategists, consultants, media specialists, or other partners.

Sandstone remains responsible for the Services performed by subcontractors, subject to these Terms.

38. No exclusivity

Unless expressly agreed in writing, the Agreement does not create exclusivity.

Sandstone may work with other clients, including clients in the same or similar industries.

Sandstone will respect confidentiality obligations.

39. Compliance and prohibited use

The Client may not use Sandstone’s Services or Deliverables for unlawful, misleading, harmful, discriminatory, fraudulent, infringing, or unethical purposes.

Sandstone may refuse or stop work if it reasonably believes that the work may violate law, platform policies, professional standards, or Sandstone’s values.

The Client is responsible for ensuring that its business, products, services, marketing, advertising, and website comply with applicable laws and platform rules.

40. Severability

If any provision of these Terms is invalid, unenforceable, or void, the remaining provisions remain valid.

The invalid provision will be replaced by a valid provision that comes as close as possible to the original commercial and legal intention.

41. Changes to these Terms

Sandstone may update these General Terms and Conditions from time to time.

The version that applies to an Agreement is the version accepted by the Client at the start of that Agreement, unless the parties agree otherwise.

For ongoing services, Sandstone may notify the Client of updated Terms. If the Client continues to use the Services after the effective date, the updated Terms apply.

42. Governing law and jurisdiction

These General Terms and Conditions, all Agreements, and all disputes between Sandstone and the Client are governed by the laws of the United Arab Emirates, unless expressly agreed otherwise in writing.

Any dispute arising from or related to these Terms, an Agreement, or the Services will be submitted to the competent courts of Dubai, United Arab Emirates, unless mandatory law requires another court or unless the parties agree another dispute resolution method in writing.

43. Contact details

Sandstone Project Management Services L.L.C.
Trading as Sandstone
License No: 1275831
TRN: 104337349500003
Email: info@sandstone.cx
Website: sandstone.cx