Terms and Conditions
These Terms and Conditions govern your use of madebymorrow.com and the professional services provided by Morrow Studio. Please read them carefully. By using this website or engaging us, you accept these terms.
1. About us and definitions
This website is operated by Morrow Studio L.L.C-FZ ("Morrow Studio", "we", "us", "our"), a company incorporated in the Meydan Free Zone, Dubai, United Arab Emirates, licence number 2541596.01, registered at Meydan Grandstand, 6th floor, Meydan Road, Dubai, UAE.
In these terms:
- "Client" means the person or entity engaging Morrow Studio for Services.
- "Services" means the work we agree to perform, including web design, web development, branding, UI/UX design, search engine optimisation (SEO), answer engine optimisation (AEO), and related consulting.
- "Deliverables" means the final work products we deliver under a Proposal.
- "Proposal" means the written proposal, quotation, statement of work or scope document signed or approved by the Client.
- "Client Materials" means any content, assets, data, credentials or instructions supplied by the Client.
- "Third-Party Materials" means fonts, stock imagery, plugins, themes, libraries, APIs and other components licensed from third parties.
2. Structure of the agreement
Part A applies to everyone who uses this website. Part B applies additionally where you engage us for Services.
Where a signed Proposal, master services agreement or statement of work conflicts with these terms, that document prevails for the engagement it covers. These terms fill any gaps.
PART A — WEBSITE TERMS
3. Use of this website
You may view, download and print material from this website for your own legitimate business or personal reference. You must not:
- Copy, reproduce, republish or redistribute our content for commercial purposes without written permission.
- Use the site in any way that is unlawful, fraudulent, or harmful to the site or its users.
- Attempt to gain unauthorised access to the site, its servers, or any connected system.
- Introduce malware, conduct denial-of-service attacks, or otherwise interfere with the site's operation.
- Scrape, harvest or systematically extract content or data, including for the purpose of training machine learning models, without our written consent.
- Use our brand, name, or content in a way that suggests endorsement or partnership that does not exist.
We may suspend or restrict access to the site, in whole or in part, without notice.
4. Website content and availability
Content on this website is provided for general information. It does not constitute professional, legal, financial or technical advice, and should not be relied on as the sole basis for a decision. We take care to keep the site accurate and current, but we do not warrant that it is complete, error-free, or continuously available.
Case studies, portfolio pieces and performance figures describe outcomes achieved for specific clients in specific circumstances. They are not a prediction or guarantee of results for any other project.
5. Intellectual property in the website
All content on madebymorrow.com — including text, design, layout, graphics, photography, code, and the Morrow Studio name and marks — is owned by us or licensed to us and is protected by applicable intellectual property law. Nothing on the site grants you a licence to use it beyond what these terms allow.
Client logos and brand assets shown in our portfolio remain the property of their respective owners and are displayed to identify work performed.
6. Links
We may link to third-party sites. We do not control them and are not responsible for their content, availability or practices. You may link to our homepage in a fair and lawful way that does not damage our reputation or imply an association we have not agreed to. We may withdraw linking permission at any time.
7. Submissions
If you send us an enquiry, brief, idea or feedback, you confirm you have the right to send it and that it does not infringe any third-party rights. We treat commercially sensitive material as confidential where you have identified it as such, but unsolicited creative concepts sent to us are not subject to any obligation of confidentiality or compensation.
PART B — SERVICE TERMS
8. Engagement and scope
A binding agreement is formed when the Client accepts a Proposal in writing (including by email or e-signature) or pays a deposit against it, whichever occurs first.
The Proposal defines the scope: deliverables, milestones, assumptions, exclusions, timeline and fees. Anything not stated in the Proposal is out of scope. Proposals are valid for 30 days from issue unless stated otherwise.
9. Changes to scope
Requests that extend the agreed scope — additional pages, templates, features, brand routes, languages, integrations or rounds of revision — are handled as a change request. We will confirm the additional fee and any timeline impact in writing before proceeding. No out-of-scope work begins without the Client's written approval.
Where the Client's requirements change materially mid-project, we may re-quote the remaining work.
10. Client responsibilities
Delivery depends on the Client. The Client agrees to:
- Provide accurate, complete Client Materials by the dates agreed.
- Provide timely access to hosting, domains, CMS, analytics, ad accounts and any other system required.
- Nominate a single point of contact with authority to give approvals and consolidate internal feedback.
- Respond to requests for feedback or approval within 5 business days, unless another period is agreed.
- Warrant that all Client Materials are lawful and that the Client owns them or holds the necessary licences and consents.
If the Client's delay causes the project to stall for more than 30 consecutive days, we may invoice for work completed to date, release allocated resources, and charge a re-mobilisation fee to restart. Timelines are dependent on Client responsiveness and will shift accordingly.
11. Revisions and approval
Each Proposal states the number of revision rounds included. A revision round means one consolidated set of feedback, delivered in a single response. Fragmented or contradictory feedback submitted separately may be treated as multiple rounds.
Deliverables are deemed accepted when the Client approves them in writing, or if the Client does not raise written objections within 7 business days of delivery, or when the Client puts the Deliverable into live commercial use — whichever occurs first.
12. Fees, invoicing and payment
- Fees are set out in the Proposal and are quoted exclusive of VAT and any other applicable taxes or duties, which will be added where chargeable at the prevailing rate.
- Unless the Proposal states otherwise, a 50% deposit is payable before work begins, with the balance due on completion and prior to final file handover or production deployment.
- Retainers and recurring services are invoiced in advance for the period concerned.
- Invoices are payable within 14 days of the invoice date unless stated otherwise.
- Payment must be made in the currency stated on the invoice. Bank charges, transfer fees and currency conversion costs are the Client's responsibility, and the full invoiced amount must be received.
- All amounts are non-refundable once the corresponding work has been performed. Deposits are non-refundable.
- Third-party costs — hosting, domains, licences, stock assets, ad spend, subscriptions — are the Client's responsibility and are either billed at cost or paid directly by the Client.
12.1 Late payment
If an invoice is overdue we may, on written notice: charge interest at [1.5]% per month on the outstanding balance; suspend all work, hosting, maintenance and support; withhold Deliverables and source files; and recover reasonable costs of collection. Intellectual property does not transfer until payment is received in full (see Section 13).
13. Intellectual property in Deliverables
13.1 Transfer on full payment
On receipt of full payment of all sums due under the relevant Proposal, we assign to the Client the intellectual property rights in the final Deliverables produced specifically for that Client under that Proposal. Until full payment is received, all rights remain with Morrow Studio and any use of the Deliverables is unlicensed.
13.2 What is not transferred
The following remain our property or that of the relevant third party, and are not assigned:
- Preliminary work: unselected concepts, rejected design routes, sketches, wireframes and working files not forming part of the final Deliverables.
- Studio tools: our pre-existing know-how, methodologies, frameworks, component libraries, code snippets, templates and internal tooling. Where these are embedded in a Deliverable, we grant the Client a perpetual, non-exclusive, worldwide licence to use them as part of that Deliverable — but not to extract, resell or redistribute them separately.
- Third-Party Materials: fonts, stock imagery, plugins, themes, libraries and APIs, which remain governed by their own licences. The Client is responsible for maintaining and renewing those licences after handover. We will identify the material Third-Party Materials used in a project on request.
13.3 Client Materials
Client Materials remain the Client's property. The Client grants us a licence to use them for the purpose of delivering the Services and, subject to Section 14, for portfolio purposes.
14. Portfolio and publicity
We may display completed work — including screenshots, deliverables, the Client's name and logo, and a description of our role — in our portfolio, case studies, social media, award submissions and pitch materials, unless the Client notifies us otherwise in writing before or during the engagement.
We will not publish confidential commercial information, unreleased work before its public launch, or anything the Client has identified in writing as restricted. Where a Proposal includes a confidentiality or non-disclosure agreement, that agreement takes precedence.
We may include a discreet credit and link in the footer of websites we build. The Client may request its removal in writing.
15. SEO, AEO and performance
This section deserves particular attention, because it is where expectations most often diverge from reality.
- Search engines, AI answer engines and social platforms control their own ranking, retrieval and citation systems. Those systems are proprietary, undisclosed and change without notice.
- We do not guarantee any specific ranking position, share of voice, citation in an AI-generated answer, traffic volume, conversion rate, lead quantity, or revenue outcome. Any projection, forecast or benchmark we provide is an informed estimate based on available data, not a commitment.
- Results depend on factors outside our control, including competitor activity, algorithm updates, the Client's market, pricing, product, sales process, brand authority and site history.
- SEO and AEO are cumulative disciplines. Meaningful results typically require sustained work over months, and gains can be reversed by algorithm changes or by Client-side modifications made without our input.
- We do not use techniques that violate the published guidelines of major search or AI platforms. If a Client instructs us to do so, we will decline.
- We are not liable for penalties, deindexing, ranking loss or traffic loss arising from algorithm changes, prior work by others, or changes the Client or a third party makes to the site.
16. Hosting, maintenance and support
Hosting, maintenance, monitoring and support are provided only where expressly included in a Proposal or a separate care plan. Where they are not, responsibility for backups, security, updates and uptime passes to the Client on handover.
Where we do provide these services, service levels, response times and the scope of included work are defined in the relevant plan. We rely on third-party infrastructure providers and are not liable for their outages, though we will act reasonably to mitigate and communicate.
17. Use of artificial intelligence
We use AI-assisted tools in aspects of research, content production, design exploration, code assistance and analysis. All output is reviewed by a person before delivery. Where a Client requires that no AI tools be used in their project, or requires disclosure of specific tools, this must be agreed in writing in the Proposal — it may affect fees and timelines.
We do not input Client confidential data or personal data into public AI tools. See our Privacy Policy for detail.
18. Confidentiality
Each party will keep the other's confidential information secret, use it only for the purposes of the engagement, and protect it with at least reasonable care. This obligation does not apply to information that is public through no fault of the receiving party, was already lawfully known, is independently developed, or must be disclosed by law. It survives termination for 3 years, and indefinitely for trade secrets.
19. Warranties and disclaimers
We warrant that the Services will be performed with reasonable skill and care, in a professional manner, by suitably competent personnel.
Beyond that warranty and to the fullest extent permitted by law, the website, the Services and the Deliverables are provided "as is" and we disclaim all other warranties, express or implied, including any implied warranty of merchantability, fitness for a particular purpose, uninterrupted operation, or error-free performance.
We do not warrant that Deliverables will be compatible with every browser, device, plugin or third-party system, present or future — only with those specified in the Proposal.
Defects reported in writing within 30 days of delivery that stem from our work will be corrected at no charge. This does not extend to issues caused by Client modifications, third-party updates, hosting environment changes, or content added after handover.
20. Limitation of liability
Nothing in these terms excludes or limits liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any liability that cannot lawfully be excluded.
Subject to that:
- We are not liable for indirect, incidental, special or consequential loss; nor for loss of profit, revenue, business, goodwill, anticipated savings, data, or business interruption — whether or not foreseeable.
- Our total aggregate liability arising out of or in connection with an engagement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the total fees actually paid by the Client to Morrow Studio under the relevant Proposal in the 12 months preceding the event giving rise to the claim.
- We are not liable for loss arising from Client Materials, Client instructions, third-party services or platforms, Client-side changes, or the Client's failure to maintain backups, licences or security after handover.
- Any claim must be brought within 12 months of the date the Client became aware, or ought reasonably to have become aware, of the circumstances giving rise to it.
21. Indemnity
The Client indemnifies Morrow Studio against claims, losses, damages and reasonable legal costs arising from: (a) Client Materials infringing third-party rights; (b) the Client's breach of these terms or applicable law; (c) the Client's use of Deliverables beyond the scope of the licence or assignment granted; or (d) claims by the Client's own customers or users relating to products, services or content that are the Client's responsibility.
22. Term, suspension and termination
- Either party may terminate a project engagement on 30 days' written notice. Recurring retainers may be terminated on 30 days' written notice effective at the end of a billing period.
- Either party may terminate immediately if the other commits a material breach that is not remedied within 14 days of written notice, or becomes insolvent or subject to winding-up proceedings.
- We may suspend Services immediately where an invoice is overdue, where we are asked to act unlawfully or in breach of platform guidelines, or where the Client behaves abusively toward our team.
- On termination, the Client pays for all work performed and all committed third-party costs up to the termination date. Deposits are non-refundable. Intellectual property in Deliverables transfers only if all sums due have been paid.
- Sections on intellectual property, confidentiality, warranties, limitation of liability, indemnity and governing law survive termination.
23. Independent contractor status
We act as an independent contractor. Nothing in these terms creates a partnership, joint venture, employment or agency relationship between the parties. We may engage subcontractors to perform parts of the Services and remain responsible for their work.
24. Non-solicitation
During an engagement and for 12 months afterwards, the Client will not directly solicit for employment or engagement any Morrow Studio employee or contractor who worked on the Client's project, except with our written consent. This does not restrict responses to general public job advertisements.
25. Force majeure
Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disaster, war, civil unrest, epidemic, government action, sustained utility or internet failure, or major third-party platform outage. The affected party will notify the other promptly and the timeline will be extended accordingly.
26. Data protection
Each party will comply with applicable data protection law, including UAE Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data and, where applicable, the GDPR and UK GDPR. Where we process personal data on the Client's behalf, we do so as a processor under the Client's instructions and, where required, under a separate data processing agreement. See our Privacy Policy.
27. Notices
Notices under these terms must be in writing and sent by email to the addresses used for the engagement, or by courier to the registered addresses of the parties. Email notices are deemed received on the next business day after sending, absent a delivery failure.
28. General
- Entire agreement: these terms together with the applicable Proposal constitute the entire agreement between the parties and supersede prior discussions and representations.
- Severability: if any provision is held invalid or unenforceable, the remainder continues in full force.
- Waiver: a failure to enforce a right does not waive it.
- Assignment: the Client may not assign the agreement without our written consent. We may assign it to a successor entity in connection with a reorganisation or sale of the business.
- No third-party rights: no one other than the parties has the right to enforce these terms.
- Language: the English version of these terms governs. Any translation is provided for convenience.
- Amendments: we may update these terms; the version in force at the date a Proposal is accepted governs that engagement. Website terms apply as published at the time of your visit.
29. Governing law and jurisdiction
These terms and any dispute or claim arising out of them, including non-contractual disputes, are governed by the federal laws of the United Arab Emirates as applied in the Emirate of Dubai.
The parties will first attempt to resolve any dispute in good faith through discussion for a period of 30 days. Failing resolution, the Courts of Dubai have exclusive jurisdiction, unless the parties have agreed in writing to arbitration under the Rules of the Dubai International Arbitration Centre (DIAC), seated in Dubai and conducted in English.
30. Contact
Morrow Studio L.L.C-FZ
Meydan Grandstand, 6th floor, Meydan Road, Meydan Free Zone
Dubai, United Arab Emirates
Licence number: 2541596.01
Email: hello@madebymorrow.com
Website: madebymorrow.com