General Terms and Conditions of Sale

These General Terms and Conditions of Sale (hereinafter "GTCs") apply to all consulting, management and integration services in digital marketing offered by Mohamed EL GHERBI, self-employed professional trading under the brand meg.ma, ICE 002537210000028, 16 rue Senhaja, Casablanca, Morocco.

They apply exclusively to services commercialised through the website meg.ma. Training activities offered through other commercial entities of Mohamed EL GHERBI are subject to separate contractual terms and are not governed by these GTCs.

Any order for services implies full and unconditional acceptance of these GTCs, which prevail over any other document from the Client, unless otherwise agreed in writing.

• Service Provider: Mohamed EL GHERBI, trading under the brand meg.ma.
• Client: any natural or legal person having entered into a service contract with the Service Provider under the meg.ma brand.
• Service: any consulting, management or integration service in digital marketing as described in Article 3.
• Deliverables: the elements expressly agreed and listed in the accepted Quotation, transferred to the Client in full ownership upon complete payment.
• Proprietary Methodology: the complete set of frameworks, algorithms, technical configurations, tracking and optimisation protocols developed and refined by the Service Provider in the course of its activity, which constitute its differentiating added value and do not form part of the Deliverables, even when mobilised in the performance of a service.
• Quotation: contractual document issued by the Service Provider describing the services, deliverables, terms and agreed price.

The Service Provider offers the following service categories:

• Digital marketing consulting: digital presence audit, strategy development, personalised recommendations, competitive analysis.
• Online advertising campaign creation and management: design, setup, monitoring and optimisation of campaigns on Google Ads, Meta Ads (Facebook, Instagram), TikTok Ads, LinkedIn Ads.
• Technical configuration and integration: conversion tracking setup, pixel and conversion API implementation (CAPI, Events API), CRM integration, technical performance audit.
• Ongoing strategic support: monthly performance management, reporting, continuous optimisation of advertising investments.

The precise scope of each engagement is defined in the Quotation accepted by the Client.

Every service is subject to a prior Quotation drawn up by the Service Provider after analysing the Client's needs. The Quotation is valid for 30 calendar days from its date of issue.

Acceptance of the Quotation by the Client, by any written means (email, electronic signature, or the mention "Approved"), constitutes a firm and final order and entails unconditional acceptance of these GTCs.

The contract is deemed concluded on the date the Service Provider receives the Client's acceptance of the Quotation.

Prices are expressed in Moroccan dirhams (MAD), exclusive of tax, and are fixed in the accepted Quotation. Unless otherwise stipulated in the Quotation:

• A 50% deposit of the total amount is due upon order, before any work begins, unless different terms are expressly stipulated in the Quotation.
• The balance is due at the end of the first month of service or upon delivery of the agreed Deliverables, depending on the nature of the engagement, or on any other date agreed in the Quotation.
• For recurring monthly services, invoicing occurs at the beginning of each month.

Advertising spend

Media budgets (advertising expenditure on Google Ads, Meta Ads, TikTok Ads, LinkedIn Ads) are excluded from the Service Provider's fees and remain the exclusive responsibility of the Client. They are managed directly from the Client's accounts or are subject to separate invoicing as specified in the Quotation.

Late payment

Any late payment shall automatically entail, without prior formal notice, a late payment penalty equal to three times the legal interest rate in force in Morocco, calculated on the total amount including tax of the unpaid invoice, from the due date. The Service Provider also reserves the right to suspend ongoing services until full settlement.

These GTCs govern B2B service contracts. As such, they are not subject to the right of withdrawal provisions under Law 31-08 on consumer protection, which apply exclusively to transactions between professionals and individual consumers.

Non-refundable deposit

The deposit paid upon order is definitively acquired by the Service Provider once the engagement has been initiated. It cannot be refunded, even partially, in the event of termination at the Client's initiative after work has begun. The deposit constitutes a price instalment under Moroccan contract law and not a deposit subject to Law 31-08.

Completed services

All sums paid for services actually performed are definitively acquired and are not subject to any refund, including where advertising or commercial results fall short of the Client's expectations, as the Service Provider is subject to a best-efforts obligation and not an obligation of result.

Media budgets

Advertising expenditure incurred on third-party platforms (Google Ads, Meta Ads, TikTok Ads, LinkedIn Ads) is managed directly in the Client's accounts. As the Service Provider is not a party to these transactions, no refund of media budget may be claimed from it. Any dispute relating to media spend must be addressed directly to the platform concerned.

Sole exception: proven total non-performance

In the event of total and proven non-performance of the engagement by the Service Provider, with no evidence of any commencement of execution, the Client may seek resolution of the contract in accordance with the DOC and reimbursement of the sums paid corresponding to services not performed, under the conditions defined in the "Termination" article.

6.1 — Deliverables: assignment of rights to the Client

Upon full payment of all fees due, the Service Provider assigns to the Client, on a non-exclusive basis, the intellectual property rights to the Deliverables expressly agreed and listed in the Quotation (web pages, advertising visuals, editorial content, analytical reports).

This assignment of rights is limited to worldwide territory, for the statutory duration of copyright protection, for commercial exploitation purposes within the Client's business activities.

6.2 — Proprietary Methodology: exclusive property of the Service Provider

The Service Provider retains exclusive and complete ownership, without time limit, of all elements constituting its Proprietary Methodology, including in particular and without limitation:

• Conversion tracking architectures and configurations, server-side tracking and multi-platform measurement
• Lead qualification, scoring and value assessment algorithms
• Conversion API integration protocols and configurations (Google Enhanced Conversions, Meta CAPI, TikTok Events API, LinkedIn CAPI)
• SEO, GEO (Generative Engine Optimisation) and AEO (Answer Engine Optimisation) frameworks
• Advertising campaign models and structures, bidding strategies and proprietary audiences
• Any configuration, automation or workflow deployed on the Client's infrastructure or accounts in the performance of the engagement

6.3 — Advertising accounts and Client data

The Client retains full and exclusive ownership of its advertising accounts (Google Ads, Meta Business Manager, TikTok Ads Manager, LinkedIn Campaign Manager), its analytics data, its audiences and any digital asset belonging to it before or during the engagement. The Service Provider is not authorised under any circumstances to use them for purposes other than those expressly provided for in the contract.

At the end of the engagement, the Service Provider's access to the Client's accounts will be revoked at the Client's request, within a reasonable timeframe agreed between the parties.

The Service Provider undertakes to:

• Perform the agreed services with diligence, rigour and professionalism, in compliance with industry standards and best practices
• Meet agreed deadlines, except in cases of force majeure or failure by the Client to provide necessary access and information
• Inform the Client of any event or difficulty likely to affect the proper execution of the engagement
• Maintain strict confidentiality of the Client's commercial, financial and strategic information
• Not subcontract the engagement without the Client's prior written consent

The Service Provider is subject to a best-efforts obligation. Performance metrics (ROAS, CPA, CPL, conversion rate) do not constitute contractual commitments, as third-party advertising platforms are autonomous systems over which the Service Provider has no absolute control.

The Client undertakes to:

• Provide in a timely manner all information, access, resources and approvals necessary for the proper execution of the engagement
• Hold all necessary rights to the elements communicated to the Service Provider (visuals, texts, trademarks, data)
• Meet agreed payment deadlines
• Inform the Service Provider of any significant change likely to impact the engagement (change of positioning, cessation of activity, change of target audience, etc.)
• Not reproduce, distribute or communicate to third parties any elements of the Service Provider's Proprietary Methodology

Each party undertakes to keep strictly confidential any commercial, technical, financial or strategic information of the other party that it becomes aware of in the course of the contract, and not to disclose it to third parties without the other party's prior written consent.

This confidentiality obligation applies throughout the duration of the contract and for a period of three (3) years after its expiry, regardless of the cause.

Excepted from this obligation is information that is or becomes publicly available without fault of the party concerned, or whose disclosure is required by a legal or regulatory obligation.

The Service Provider's liability may only be engaged in the event of a proven fault directly attributable to its own actions.

In any event, the total liability of the Service Provider, for all causes combined, is expressly limited to the total amount of fees exclusive of tax actually received under the contract in question.

The Service Provider shall not be liable for:

• Indirect damages, intangible losses, lost profits or commercial harm
• Unilateral changes to the algorithms, policies or interfaces of third-party advertising platforms
• Insufficient advertising results arising from causes external to its engagement (unsuitable offer, difficult market, insufficient budget)
• Fault or negligence of the Client in providing information or managing its accounts

The Service Provider's obligations are suspended in the event of a force majeure event within the meaning of Article 269 of the Moroccan Code of Obligations and Contracts (DOC). The Service Provider will notify the Client as soon as possible in writing. Should the impediment persist beyond thirty (30) days, either party may terminate the contract without compensation.

Termination at either party's initiative

For recurring monthly services, either party may terminate the contract by written notice (email with read receipt) with a 30 calendar days' notice period.

Termination for material breach

In the event of a material breach by either party of its contractual obligations, the other party may terminate the contract by operation of law, after sending a written formal notice that remains unaddressed for eight (8) calendar days.

Effects of termination

Termination does not release the Client from its obligation to pay for services actually performed up to the effective date of termination. The confidentiality, intellectual property and non-solicitation clauses survive termination of the contract.

During the term of the contract and for twelve (12) months following its expiry, regardless of the cause, the Client undertakes not to recruit, solicit or engage, directly or indirectly, any employee, subcontractor or service provider of the Service Provider who participated in the execution of the engagement. Any breach of this clause shall give rise to the payment of a lump-sum indemnity equal to six (6) months' remuneration of the person concerned.

In the event of a dispute relating to the interpretation, execution or termination of these GTCs, the parties undertake to seek an amicable solution in good faith before any legal proceedings.

Failing amicable resolution within thirty (30) calendar days of the first notification of the dispute by either party, the dispute may be submitted to a mediator appointed by mutual agreement. Mediation costs are shared equally between the parties.

These GTCs are governed by Moroccan law, in particular the Dahir of 9 Ramadan 1331 forming the Code of Obligations and Contracts (DOC) and the texts annexed thereto.

Any dispute not resolved amicably or by mediation shall be submitted to the exclusive jurisdiction of the competent courts of Casablanca, Morocco, notwithstanding plurality of defendants, warranty claims, or interim proceedings.