Definitions

How we work together

Pricing, invoices, and payment

Deliverables, acceptance, and launch

Intellectual property

Confidentiality & data protection

Your responsibilities

Platform and policy compliance

Service levels & support

Non-solicitation

Warranties & disclaimers

Liability

Indemnity

Termination

Force majeure

Notices

Miscellaneous

Website use

Contact

Last update: September 13, 2025

Terms & Conditions

Who we are: Spell Agency (“Spell”, “we”, “us”, “our”)
Address: 208 Street, Degla Square, Maadi, Egypt
Contact: hello@spell.agency

These Terms govern your use of our website (spell.agency) and any services we provide to you (together, the “Services”). By using our site, requesting a proposal, signing a Statement of Work, or paying an invoice, you agree to these Terms.

1) Definitions

  • Client / you: the person or company buying Services.

  • SOW: a Statement of Work, order form, or proposal we both accept (by signature or email confirmation).

  • Deliverables / Work Product: designs, code, copy, assets, configurations, and documentation we create under an SOW.

  • Platforms: third-party tools we may configure (e.g., Shopify, Klaviyo, Meta, Google, TikTok, Snapchat, analytics, payment gateways, or logistics systems).

2) How we work together

  • Scope & SOW: The scope, price, timeline, and acceptance criteria live in the SOW. These Terms apply to every SOW unless we both agree otherwise in writing.

  • Changes: If you ask for changes beyond the SOW, we’ll confirm scope/fee/time impacts before starting.

  • Dependencies: We need timely access, content, brand assets, approvals, and platform logins. Delays on dependencies extend timelines.

  • Approvals: If we don’t hear back within 5 business days, we may treat an item as approved to keep momentum, unless the SOW says otherwise.

  • Scope & SOW: The scope, price, timeline, and acceptance criteria live in the SOW. These Terms apply to every SOW unless we both agree otherwise in writing.

  • Changes: If you ask for changes beyond the SOW, we’ll confirm scope/fee/time impacts before starting.

  • Dependencies: We need timely access, content, brand assets, approvals, and platform logins. Delays on dependencies extend timelines.

  • Approvals: If we don’t hear back within 5 business days, we may treat an item as approved to keep momentum, unless the SOW says otherwise.

  • Scope & SOW: The scope, price, timeline, and acceptance criteria live in the SOW. These Terms apply to every SOW unless we both agree otherwise in writing.

  • Changes: If you ask for changes beyond the SOW, we’ll confirm scope/fee/time impacts before starting.

  • Dependencies: We need timely access, content, brand assets, approvals, and platform logins. Delays on dependencies extend timelines.

  • Approvals: If we don’t hear back within 5 business days, we may treat an item as approved to keep momentum, unless the SOW says otherwise.

3) Pricing, invoices, and payment

  • Fees. Fees can be fixed-price (project/sprint) or monthly (retainer). Currency is stated in the SOW (typically AED, USD, or EGP).

  • Deposits. Projects usually require 50% to start and the remainder on milestones (e.g., pre-launch, handover). Retainers are prepaid monthly.

  • Payment terms. Invoices are due 7 calendar days from issue unless the SOW sets a different term.

  • Late payment. Late amounts may incur 1.5% per month (or the legal maximum) plus reasonable collection costs. We may pause work and access if payments are overdue.

  • Taxes. Fees are exclusive of VAT/sales taxes/withholding. You’re responsible for applicable taxes unless we’re legally required to charge/withhold them (we’ll add them to invoices if so).

  • Expenses. Pre-approved third-party costs (e.g., paid apps, ad spend, stock photos, courier fees) are billed at cost. Ad spend is paid directly by you to the platform unless the SOW states otherwise.

  • Refunds. Services are non-refundable once delivered or a sprint has begun. If we materially fail to deliver what’s in the SOW and can’t cure within a reasonable time, we’ll fairly credit undelivered portions.

  • Fees. Fees can be fixed-price (project/sprint) or monthly (retainer). Currency is stated in the SOW (typically AED, USD, or EGP).

  • Deposits. Projects usually require 50% to start and the remainder on milestones (e.g., pre-launch, handover). Retainers are prepaid monthly.

  • Payment terms. Invoices are due 7 calendar days from issue unless the SOW sets a different term.

  • Late payment. Late amounts may incur 1.5% per month (or the legal maximum) plus reasonable collection costs. We may pause work and access if payments are overdue.

  • Taxes. Fees are exclusive of VAT/sales taxes/withholding. You’re responsible for applicable taxes unless we’re legally required to charge/withhold them (we’ll add them to invoices if so).

  • Expenses. Pre-approved third-party costs (e.g., paid apps, ad spend, stock photos, courier fees) are billed at cost. Ad spend is paid directly by you to the platform unless the SOW states otherwise.

  • Refunds. Services are non-refundable once delivered or a sprint has begun. If we materially fail to deliver what’s in the SOW and can’t cure within a reasonable time, we’ll fairly credit undelivered portions.

  • Fees. Fees can be fixed-price (project/sprint) or monthly (retainer). Currency is stated in the SOW (typically AED, USD, or EGP).

  • Deposits. Projects usually require 50% to start and the remainder on milestones (e.g., pre-launch, handover). Retainers are prepaid monthly.

  • Payment terms. Invoices are due 7 calendar days from issue unless the SOW sets a different term.

  • Late payment. Late amounts may incur 1.5% per month (or the legal maximum) plus reasonable collection costs. We may pause work and access if payments are overdue.

  • Taxes. Fees are exclusive of VAT/sales taxes/withholding. You’re responsible for applicable taxes unless we’re legally required to charge/withhold them (we’ll add them to invoices if so).

  • Expenses. Pre-approved third-party costs (e.g., paid apps, ad spend, stock photos, courier fees) are billed at cost. Ad spend is paid directly by you to the platform unless the SOW states otherwise.

  • Refunds. Services are non-refundable once delivered or a sprint has begun. If we materially fail to deliver what’s in the SOW and can’t cure within a reasonable time, we’ll fairly credit undelivered portions.

4) Deliverables, acceptance, and launch

  • Acceptance. For each milestone or release, you’ll review against the SOW criteria. If anything doesn’t meet the SOW, tell us within 5 business days and we’ll fix it.

  • Zero-downtime cutover. Where the SOW calls for it, we’ll plan a safe switchover (redirects, pre-warm cache, DNS TTL, roll-back). No deployment is risk-free; you agree to provide test data, approvals, and access in advance.

  • Post-launch. Minor launch defects reported within 10 business days will be addressed promptly. Ongoing changes belong in a retainer or change order.

5) Intellectual property

  • Your materials. You own your brand assets, content, data, and pre-existing IP. You grant us a limited license to use these to deliver the Services.

  • Our materials. We keep ownership of Spell’s pre-existing IP, internal tools, and know-how (templates, components, libraries).

  • Work Product. Once you’ve paid all fees for a milestone, we assign to you the final Work Product created specifically for you under that milestone, excluding our pre-existing IP and any third-party components (which are licensed under their terms).

  • Open-source & third-party licenses. We may use open-source or vendor software. You agree to comply with their licenses (e.g., theme, app, or font licenses).

  • Portfolio use. You grant us permission to show non-confidential snapshots of the finished work (screens, metrics summaries) in our portfolio and proposals. If you need a quiet period (e.g., stealth), tell us in writing.

6) Confidentiality & data protection

  • Confidentiality. Each of us will keep the other’s non-public information confidential and use it only to deliver or receive the Services.

  • Data protection. We process personal data as described in our Privacy Policy and, if applicable, a Data Processing Addendum (DPA). For ecommerce work, we act mainly as your processor on platform data.

  • Security. We follow reasonable administrative, technical, and physical safeguards (access limits, MFA, encryption in transit/at rest where supported). You’ll manage user access on your side and share credentials securely.

7) Your responsibilities

  • Provide accurate information, timely feedback, and decision-makers.

  • Maintain your platform accounts (Shopify, payment gateways, ad accounts) in good standing and comply with their policies.

  • Ensure you have rights to all materials you provide (e.g., product photos, fonts, claims).

  • Comply with applicable laws (consumer, privacy, advertising, product, export/sanctions, tax).

8) Platform and policy compliance

  • We build and optimize within the rules of the Platforms (Shopify, Klaviyo, Meta, Google, TikTok, Snapchat, payment providers, couriers). Ads and content must comply with each platform’s policies and local law. We may refuse or remove content that violates policy or law.

9) Service levels & support

  • Projects. We respond to project queries within 1–2 business days and schedule releases per the SOW.

  • Retainers. Weekly sprint cadence and monthly review, as described in your SOW.

  • Critical incidents. If we are the implementing party and have access, we’ll assist during business hours. 24/7 support is not included unless the SOW says so.

10) Non-solicitation

During the engagement and for 6 months after, neither party will actively solicit the other’s staff or contractors for employment or contract work without written consent. General public job ads are fine.

11) Warranties & disclaimers

  • Mutual warranties. Each party warrants it has the authority to enter this agreement.

  • Spell warranties. We’ll deliver Services with reasonable skill and care and substantially as described in the SOW.

  • Client warranties. You have rights to your materials and will use the Services legally.

  • Disclaimers. Except as stated, the Services and site are provided “as is”. We don’t promise specific revenue, rankings, approvals, ad account outcomes, or uninterrupted availability of third-party Platforms.

12) Liability

  • No indirect damages. Neither party is liable for indirect, incidental, special, or consequential damages, loss of profits, or loss of data.

  • Cap. Our total liability under an SOW is limited to the fees you paid to us for the SOW in the 3 months before the claim.

  • Exceptions. The above limitations don’t apply to infringement of IP rights, misuse of confidential information, or willful misconduct required by law to be unlimited.

13) Indemnity

  • By Spell. We’ll defend and indemnify you against third-party claims that our original Work Product (excluding your materials and third-party components) infringes IP rights, as long as you promptly notify us and let us control the defense. Remedies may include modifying the work, obtaining a license, or refunding the fees for the impacted portion.

  • By Client. You’ll defend and indemnify us from claims arising from your materials, products, or unlawful use of the Services.

14) Term, termination, and suspension

  • Term. These Terms start when you accept them and continue until all SOWs end.

  • Termination for convenience. Either party may end an SOW with 30 days’ written notice (project: pay for work done up to termination; retainer: through the current billing period).

  • Termination for cause. Either party may terminate if the other materially breaches and doesn’t cure within 10 business days after notice (immediate termination for unlawful content or non-payment).

  • Suspension. We may suspend Services for late payment, policy violations, security concerns, or legal requests.

Effect of termination. You’ll pay for all Services delivered and approved expenses through the termination date. We’ll hand over completed Work Product you’ve paid for. Access to our internal tools ends.

15) Force majeure

Neither party is liable for delays or failures caused by events beyond reasonable control (e.g., outages, DDoS, government action, war, pandemic, natural disasters). We’ll resume as soon as practical.

16) Notices

Notices must be sent to hello@spell.agency (and to your email on file) and are effective when sent. Formal legal notices may also be couriered to our address above.

17) Miscellaneous

  • Governing law & venue. These Terms and each SOW are governed by the laws of Egypt. Courts of Cairo, Egypt have exclusive jurisdiction. If your SOW specifies a different law/venue, that will apply to that SOW.

  • Order of precedence. If there’s a conflict, the SOW controls, then these Terms, then any proposal.

  • Assignment. Neither party may assign without consent, except to an affiliate or in a merger/sale (with notice).

  • Subcontracting. We may use vetted subcontractors; we remain responsible for delivery.

  • Severability. If a clause is unenforceable, the rest remains in effect.

  • No waiver. Not enforcing a right isn’t a waiver of that right.

  • Entire agreement. These Terms + SOW(s) are the entire agreement about the Services.

  • Amendments. Changes must be in writing (email is fine if clearly agreed).

18) Website use

By using our site, you also agree to:

  • Acceptable use. Don’t try to break, scrape, or misuse the site.

  • Content. We may update site content anytime.

  • Links. We’re not responsible for third-party sites we link to.

  • IP. The site’s content/design is owned by Spell or our licensors.

19) Contact
Questions or requests?
Email hello@spell.agency — we’re happy to help.